FIDELITY ADVISOR SERIES VI
485BPOS, 1996-02-23
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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. 40          [X]
and
REGISTRATION STATEMENT (No. 811-3759) 
 UNDER THE INVESTMENT COMPANY ACT OF 1940    [X]
 Amendment No. 40 [X]
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:  617-563-7000 
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 26, 1996) 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 filed the Notice required by such Rule
on January 18, 1996.
 
 
 
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     a      ..............................   Expenses                                              
 
      b,c    ..............................   *                                                     
 
3     a      ..............................   Financial Highlights                                  
 
      b      ..............................   *                                                     
 
      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; FMR and Its Affiliates                    
 
             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                      
 
      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; Who May Want to Invest                    
 
      e      ..............................   Cover Page; How to Buy Shares; How to Sell            
                                              Shares; Investor Services; Exchange Restrictions;     
                                              Sales Charge Reductions and Waivers                   
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
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
CLASS A AND CLASS B
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 26,
1996. 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, FEDERAL RESERVE 
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT 
TO INVESTMENT RISKS, INCLUDING POSSIBLE 
LOSS OF PRINCIPAL AMOUNT INVESTED.
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-296
 
<TABLE>
<CAPTION>
<S>                                                                                                     <C>     
GROWTH FUNDS:                                                                                           Class   
                                                                                                        (es)    
 
Fidelity Advisor Overseas Fund                                                                          A,      
                                                                                                        B       
 
Fidelity Advisor Mid Cap Fund                                                                           A,      
                                                                                                        B       
 
Fidelity Advisor Equity Growth Fund                                                                     A       
(formerly Advisor Equity Portfolio Growth)                                                                      
 
Fidelity Advisor Global Resources Fund                                                                  A,      
                                                                                                        B       
 
Fidelity Advisor Growth Opportunities Fund                                                              A       
 
Fidelity Advisor Strategic Opportunities Fund                                                           A,      
                                                                                                        B       
 
Fidelity Advisor Large Cap Fund                                                                         A,      
                                                                                                        B       
 
GROWTH AND INCOME FUNDS:                                                                                        
 
Fidelity Advisor Equity Income Fund                                                                     A,      
                                                                                                        B       
 
Fidelity Advisor Income & Growth Fund                                                                   A       
 
TAXABLE INCOME FUNDS:                                                                                           
 
Fidelity Advisor Emerging Markets Income Fund                                                           A,      
                                                                                                        B       
 
Fidelity Advisor High Yield Fund                                                                        A,      
                                                                                                        B       
 
Fidelity Advisor Strategic Income Fund                                                                  A,      
                                                                                                        B       
 
Fidelity Advisor Government Investment Fund                                                             A,      
                                                                                                        B       
 
Fidelity Advisor Intermediate Bond Fund                                                                 A,      
(formerly Advisor Limited Term Bond Fund)                                                               B       
 
Fidelity Advisor Short Fixed-Income Fund                                                                A       
 
MUNICIPAL FUNDS:                                                                                                
 
Fidelity Advisor High Income Municipal Fund                                                             A,      
                                                                                                        B       
 
Fidelity Advisor Intermediate Municipal Income Fund (formerly Advisor Limited Term Tax-Exempt Fund)     A,      
                                                                                                        B       
 
Fidelity Advisor Short-Intermediate Municipal Income Fund (formerly Advisor Short-Intermediate          A       
Tax-Exempt Fund)                                                                                                
 
STATE MUNICIPAL FUNDS:                                                                                          
 
Fidelity Advisor California Municipal Income Fund   *                                                   A,      
                                                                                                        B       
 
Fidelity Advisor New York Municipal Income Fund (formerly Advisor New York Tax-Free Fund)   *           A,      
                                                                                                        B       
 
   * May not be available for sale in your state. Please check with your investment professional.               
 
</TABLE>
 
PROSPECTUS
FEBRUARY 26, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                <C>   <C>                                                         
KEY FACTS                                WHO MAY WANT TO INVEST                                      
 
                                         EXPENSES Each class's sales charge (load) and its yearly    
                                         operating expenses.                                         
 
                                         FINANCIAL HIGHLIGHTS A summary of each fund's financial     
                                         data.                                                       
 
                                         PERFORMANCE How each fund has done over time.               
 
THE FUNDS IN DETAIL                      CHARTER How each fund is organized.                         
 
                                         INVESTMENT PRINCIPLES AND RISKS Each fund's overall         
                                         approach to investing.                                      
 
                                         BREAKDOWN OF EXPENSES How operating costs are               
                                         calculated and what they include.                           
 
YOUR ACCOUNT                             TYPES OF ACCOUNTS Different ways to set up your             
                                         account, including tax-sheltered retirement plans.          
 
                                         HOW TO BUY SHARES Opening an account and making             
                                         additional investments.                                     
 
                                         HOW TO SELL SHARES Taking money out and closing your        
                                         account.                                                    
 
                                         INVESTOR SERVICES Services to help you manage your          
                                         account.                                                    
 
SHAREHOLDER AND ACCOUNT POLICIES         DIVIDENDS, CAPITAL GAINS, AND TAXES                         
 
                                         TRANSACTION DETAILS Share price calculations and the        
                                         timing of purchases and redemptions.                        
 
                                         EXCHANGE RESTRICTIONS                                       
 
                                         SALES CHARGE REDUCTIONS AND WAIVERS                         
 
                                         APPENDIX A                                                  
 
                                         APPENDIX B                                                  
 
</TABLE>
 
   KEY FACTS    
 
 
WHO MAY WANT TO INVEST
Class A and Class B shares are offered to investors who engage an
investment professional for investment advice.
Overseas, Mid Cap, Equity Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Large Cap, Equity Income, Income & Growth, High
Yield, Government Investment, Intermediate Bond, Short Fixed-Income, High
Income Municipal, and Intermediate Municipal Income are diversified funds. 
Emerging Markets Income, Strategic Income, Short-Intermediate Municipal
Income, California Municipal Income, and New York Municipal Income are
non-diversified funds. Non-diversified funds may invest a greater portion
of their assets in securities of individual issuers than diversified funds.
As a result, changes in the market value of a single issuer could cause
greater fluctuations in share value than would occur in a more diversified
fund.
Overseas, Mid Cap, Equity Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Large Cap, 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,
Mid Cap, Equity Growth, Global Resources, Growth Opportunities, Strategic
Opportunities   ,     and Large Cap are designed for investors who want to
be invested in the stock market for its long-term growth potential. These
funds invest for growth and do not pursue income. Equity Income and Income
& Growth are designed for those investors who seek a combination of growth
and income from equity and some bond investments.
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   .     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.
Government Investment, Intermediate 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. 
High Income Municipal, Intermediate Municipal Income   ,     and
Short-Intermediate Municipal Income are designed for investors in higher
tax brackets who seek high current income that is free from federal income
tax. Intermediate Municipal Income and Short-Intermediate Municipal Income
also invest consistent with consideration of capital preservation. 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.
California Municipal Income is designed for investors in higher tax
brackets who seek high current income that is free from federal and
California    personal     income taxes. New York Municipal Income is
designed for investors in higher tax brackets who seek high current income
that is free from federal and New York State and City personal income
taxes.
The value of each fund's investments and, as applicable, the income they
generate, will vary from day to day, and generally reflect changes in
market conditions, interest rates and other company, political, and
economic news. In the short term, stock prices can fluctuate dramatically
in response to these factors. The securities of small, less well-known
companies may be more volatile than those of larger companies. The value of
bonds fluctuates based on changes in interest rates and in the credit
quality of the issuer. Over time, however, stocks, although more volatile,
have shown greater growth potential than other types of securities.
Investments in foreign securities may involve risks in addition to those of
U.S. investments, including increased political and economic risk, as well
as exposure to currency fluctuations.
The investments of Strategic Income, Government Investment, Intermediate
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
additional diversification and participate in growth opportunities around
the world.
Each fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision. When you sell your fund shares, they may be worth more or less
than what you paid for them.
Each fund is composed of multiple classes of shares. Each class of a fund
has a common investment objective and investment portfolio. Class A shares
have a front-end sales charge, or may be subject to a contingent deferred
sales charge (CDSC), and pay a distribution fee. Class B shares do not have
a front-end sales charge, but do have a CDSC, and pay a distribution fee
and a shareholder service fee. Institutional Class shares have no sales
charge, and do not pay a distribution fee or a shareholder service fee, but
are only available to certain types of investors. See "Sales Charge
Reductions and Waivers," page , for Institutional Class eligibility
information. You may obtain more information about Institutional Class
shares, which are not offered through this prospectus, by calling
1-800-   843-3001     or from your investment professional. Contact your
investment professional to discuss which class is appropriate for you.
 
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. See "Transaction Details,"
page , for an explanation of how and when these charges apply.
A CDSC is imposed on Class B shares only if you redeem Class B shares
within three years of purchase for Intermediate Bond and Intermediate
Municipal Income, or within five years of purchase for all other funds. See
"Transaction Details," page , for information about the CDSC.
                             Clas                Class B    
                             s A                            
 
Maximum sales                3.50                None       
charge    (as a % of         %                              
   offering price)     on                                   
purchases of:                                               
Overseas, Mid                                               
Cap, Equity                                                 
Growth, Global                                              
Resources,                                                  
Growth                                                      
Opportunities,                                              
Strategic                                                   
Opportunities,                                              
Large Cap,                                                  
Equity Income,                                              
and Income &                                                
Growth (the                                                 
Equity Funds)                                               
 
Maximum sales                3.50                None       
charge    (as a % of         %                              
   offering price)     on                                   
purchases of:                                               
Emerging                                                    
Markets Income,                                             
High Yield,                                                 
Strategic Income,                                           
Government                                                  
Investment,    High                                         
   Income                                                   
   Municipal,                                               
       California                                           
Municipal                                                   
Income,    and     New                                      
York Municipal                                              
Income (the                                                 
Bond Funds)                                                 
 
Maximum sales                2.75                None       
charge    (as a % of         %                              
   offering price)     on                                   
purchases of:                                               
Intermediate                                                
Bond and                                                    
Intermediate                                                
Municipal Income                                            
                                                            
(the                                                        
Intermediate   -    Ter                                     
m Bond Funds)                                               
 
Maximum sales                1.50                None       
charge    (as a % of         %                              
   offering price)     on                                   
purchases of:                                               
Short-Fixed                                                 
Income and                                                  
Short-Intermediat                                           
e Municipal                                                 
Income                                                      
(the Short-Term                                             
Bond Funds)                                                 
 
Maximum CDSC                 None                4.00%[A]   
for all funds that              [C]                         
offer Class B                                               
shares (except                                              
the                                                         
Intermediate-Ter                                            
m Bond Funds)                                               
(as a % of the                                              
lesser of original                                          
purchase price or                                           
redemption                                                  
proceeds)                                                   
                                                            
 
Maximum CDSC                 None                3.00%[B]   
for the                         [C]                         
Intermediate-Ter                                            
m Bond Funds                                                
(as a % of                                                  
the lesser of                                               
original purchase                                           
price or                                                    
redemption                                                  
proceeds)                                                   
                                                            
 
Maximum sales                None                None       
charge on                                                   
reinvested                                                  
distributions                                               
 
Redemption fee               None                None       
 
Exchange fee                 None                None       
 
Annual account               $12.0               $12.00     
maintenance fee              0                              
(for accounts                                               
under $2,500)                                               
 
[A] DECLINES OVER 5 YEARS FROM 4.00% TO 0%.
[B] DECLINES OVER 3 YEARS FROM 3.00% TO 0%.
   [C]     A CONTINGENT DEFERRED SALES CHARGE OF 0.25% IS ASSESSED ON
CERTAIN REDEMPTIONS OF CLASS A SHARES THAT WERE PURCHASED WITHOUT AN
INITIAL SALES CHARGE. SEE "TRANSACTION DETAILS."
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each fund
pays a management fee to Fidelity Management & Research Company (FMR) that,
for 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 Fidelity Distributors Corporation (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   .     due to 12b-1 fees.
Each class's expenses are factored into its share price or dividends and
are not charged directly to shareholder accounts (see "Breakdown of
Expenses" on page ).
The    tables beginning on page      are projections based on estimated or
historical expenses, adjusted for current fees, of each class of each fund,
and are calculated as a percentage of average net assets of the applicable
class of each fund. A portion of the brokerage commissions that    certain
of     the funds paid was used to reduce other expenses. Including this
reduction, total operating expenses presented in the table   s beginning on
page      for Class A    and Class B     would have been   :
                 Class A          Class B       
 
Equity               1.39          *               
Growt               %                              
h                                                  
 
   Global            1.69             2.27         
   Resou            %                %             
   rces                                            
 
   Growt             1.43             *            
   h                %                              
   Opport                                          
   unities                                         
 
   Strate            1.46             2.10         
   gic              %                %             
   Opport                                          
   unities                                         
 
   Equity            1.32             1.84         
   Incom            %                %             
   e                                               
 
   Incom             1.31             *            
   e &              %                              
   Growt                                           
   h                                               
 
   * Fund does not offer Class B shares.    
EQUITY FUNDS
 
<TABLE>
<CAPTION>
<S>       <C>                                                 <C>                    <C>             
          Operating Expenses                                  Class A                Class B         
 
OVERS     Management fee                                         0.81                   0.81         
EAS                                                                  %                      %        
 
          12b-1 fee (including 0.25% Shareholder              0.50                   1.00            
          Service Fee for Class B shares)                     %                      %               
 
          Other expenses    (after reimbursement Class                                               
             A)                                                  0.44                   0.53    %[   
                                                                     %               A]              
 
          Total operating expenses                               1.75                   2.34         
                                                                     %                      %        
 
MID       Management fee                                         0.61                   0.61         
CAP                                                                  %                      %        
 
          12b-1 fee (including 0.25% Shareholder              0.50                   1.00            
          Service Fee for Class B shares)                     %                      %               
 
          Other expenses                                                                             
                                                                 0.53%[          0.60%[       
                                                                 A]                     A]           
 
          Total operating expenses                               1.64                   2.21         
                                                                 %                      %            
 
EQUIT     Management fee                                         0.61%[              *               
Y                                                                B]                                  
GROWT                                                                                                
H                                                                                                    
 
          12b-1 fee    (Distribution fee)                     0.50                   *               
                                                              %                                      
 
          Other expenses                                                             *               
                                                                 0.29                                
                                                                     %                               
 
          Total operating expenses                               1.40                *               
                                                                     %                               
 
GLOBA     Management fee                                         0.76                                
L                                                                    %                  0.76         
RESO                                                                                        %        
URCES                                                                                                
 
          12b-1 fee (including 0.25% Shareholder              0.50                   1.00            
          Service Fee for Class B shares)                     %                      %               
 
          Other expenses    (after reimbursement Class                                               
             A)                                                  0.45                   0.53%[       
                                                                     %                  A]           
 
          Total operating expenses                               1.71                   2.29         
                                                                     %                  %            
 
GROWT     Management fee                                         0.69                *               
H                                                                    %                               
OPPOR                                                                                                
TUNITIE                                                                                              
S                                                                                                    
 
          12b-1 fee    (Distribution fee)                     0.50                   *               
                                                              %                                      
 
          Other expenses                                         0.25                *               
                                                                 %                                   
 
          Total operating expenses                               1.44                *               
                                                                     %                               
 
STRATE    Management fee                                         0.62                   0.62         
GIC                                                                  %                      %        
OPPOR                                                                                                
TUNITIE                                                                                              
S                                                                                                    
 
          12b-1 fee (including 0.25% Shareholder              0.50                   1.00            
          Service Fee for Class B shares)                     %                      %               
 
          Other expenses                                         0.34                   0.49         
                                                                 %                          %        
 
          Total operating expenses                               1.46                   2.11         
                                                                     %                      %        
 
LARGE     Management fee                                         0.61                   0.61         
CAP                                                                  %                      %        
 
          12b-1 fee (including 0.25% Shareholder              0.50                   1.00            
          Service Fee for Class B shares)                     %                      %               
 
          Other expenses                                         0.60                                
                                                              %[A]                      0.67    %[   
                                                                                     A]              
 
          Total operating expenses                               1.71                   2.28         
                                                                     %                      %        
 
EQUIT     Management fee                                         0.50                   0.50         
Y                                                                    %                      %        
INCOM                                                                                                
E                                                                                                    
 
          12b-1 fee (including 0.25% Shareholder              0.50                   1.00            
          Service Fee for Class B shares)                     %                      %               
 
          Other expenses                                                                             
                                                                 0.33                   0.35         
                                                                     %                      %        
 
          Total operating expenses                               1.33                   1.85         
                                                                     %                      %        
 
INCOM     Management fee                                         0.51                *               
E &                                                                  %                               
GROWT                                                                                                
H                                                                                                    
 
          12b-1 fee    (Distribution fee)                     0.50                   *               
                                                              %                                      
 
          Other expenses                                                                *            
                                                                 0.31                                
                                                                 %                                   
 
          Total operating expenses                               1.32                   *            
                                                                     %                               
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS B SHARES   .    
[A] PROJECTIONS BASED ON ESTIMATED EXPENSES FOR FIRST YEAR   .    
[B]    EFFECTIVE AUGUST 1, 1994, FMR VOLUNTARILY AGREED TO IMPLEMENT A
MANAGEMENT FEE REDUCTION. THE INDIVIDUAL FUND FEE RATE WAS REDUCED FROM
0.33% TO 0.30%. IF THIS AGREEMENT WAS NOT IN EFFECT, THE MANAGEMENT FEE
WOULD HAVE BEEN 0.64%.    
TAXABLE INCOME FUNDS
      Operating Expenses   Class A   Class B   
<TABLE>
<CAPTION>
<S>      <C>                                          <C>           <C>      
EMER     Management fee                                  0.70          0.70       
GING                                                         %             %      
MARKE                                                                             
TS                                                                                
INCOM                                                                             
E                                                                                 
 
         12b-1 fee (including 0.25% Shareholder                     0.90          
         Service Fee for Class B shares)              0.25          %             
                                                      %                           
 
         Other expenses (after reimbursement)                                     
                                                         0.55          0.55       
                                                             %             %      
 
         Total operating expenses                        1.50          2.15       
                                                             %             %      
 
HIGH     Management fee                                  0.60          0.60       
YIELD                                                        %             %      
 
         12b-1 fee (including 0.25% Shareholder       0.25          0.   9    0   
         Service Fee for Class B shares)              %             %             
 
         Other expenses                                                0.41       
                                                         0.30              %      
                                                             %                    
 
         Total operating expenses                        1.15       1.91          
                                                             %      %             
 
STRATE   Management fee                                  0.60          0.60       
GIC                                                          %             %      
INCOM                                                                             
E                                                                                 
 
         12b-1 fee (including 0.25% Shareholder       0.25          0.90          
         Service Fee for Class B shares)              %             %             
 
         Other expenses (after reimbursement)                                     
                                                         0.50          0.50       
                                                             %             %      
 
         Total operating expenses                        1.35          2.00       
                                                             %             %      
 
GOVER    Management fee                                  0.45          0.45       
NMENT                                                        %             %      
INVEST                                                                            
MENT                                                                              
 
         12b-1 fee (including 0.25% Shareholder       0.25          0.90          
         Service Fee for Class B shares)              %             %             
 
         Other expenses (after reimbursement)                                     
                                                         0.30          0.30       
                                                             %             %      
 
         Total operating expenses                        1.00          1.65       
                                                             %             %      
 
INTER    Management fee                                  0.45          0.45       
MEDIA                                                    %                 %      
TE                                                                                
BOND                                                                              
 
         12b-1 fee (including 0.25% Shareholder       0.25          0.90          
         Service Fee for Class B shares)              %             %             
 
         Other expenses (after reimbursement Class                                
         B)                                              0.30          0.30       
                                                             %             %      
 
         Total operating expenses                     1.00             1.65       
                                                      %                    %      
 
SHORT    Management fee                                  0.45       *             
FIXED-                                                       %                    
INCOM                                                                             
E                                                                                 
 
         12b-1 fee (Distribution fee)                 0.15          *             
                                                      %                           
 
         Other expenses                                             *             
                                                         0.29                     
                                                             %                    
 
         Total operating expenses                        0.89       *             
                                                             %                    
 
* FUND DOES NOT OFFER CLASS B SHARES   .    
MUNICIPAL FUNDS
      Operating Expenses   Class A   Class B   
 
HIGH     Management fee                                  0.40          0.40       
INCOM                                                        %             %      
E                                                                                 
MUNIC                                                                             
IPAL                                                                              
 
         12b-1 fee (including 0.25% Shareholder          0.25          0.90       
         Service Fee for Class B shares)                 %             %          
 
         Other expenses (after reimbursement-Class                     0.35       
         B)                                              0.26              %      
                                                             %                    
 
         Total operating expenses                        0.91          1.65       
                                                             %             %      
 
INTER    Management fee                                  0.40          0.40       
MEDIA                                                        %             %      
TE                                                                                
MUNIC                                                                             
IPAL                                                                              
INCOM                                                                             
E                                                                                 
 
         12b-1 fee (including 0.25% Shareholder          0.25          0.90       
         Service Fee for Class B shares)                 %             %          
 
         Other expenses (after reimbursement Class                                
         B)                                              0.35          0.35       
                                                             %             %      
 
         Total operating expenses                     1.00             1.65       
                                                      %                    %      
 
SHORT-   Management fee                                  0.40       *             
INTER                                                        %                    
MEDIA                                                                             
TE                                                                                
MUNIC                                                                             
IPAL                                                                              
INCOM                                                                             
E                                                                                 
 
         12b-1 fee (Distribution fee)                    0.15       *             
                                                         %                        
 
         Other expenses (after reimbursement)                       *             
                                                         0.35                     
                                                             %                    
 
         Total operating expenses                        0.90       *             
                                                             %                    
 
STATE MUNICIPAL FUNDS
</TABLE> 
<TABLE>
<CAPTION>
<S>      <C>                                       <C>                     <C>              
         Operating Expenses                        Class A                 Class B          
 
NEW      Management fee                               0.40                    0.40          
YORK                                                      %                       %         
MUNIC                                                                                       
IPAL                                                                                        
INCOM                                                                                       
E                                                                                           
 
         12b-1 fee (including 0.25% Shareholder       0.25                    0.90          
         Service Fee for Class B shares)              %                       %             
 
         Other expenses (after reimbursement)                                 0.35%[A       
                                                      0.35%[A          ]             
                                                      ]                                     
 
         Total operating expenses                     1.00                    1.65          
                                                      %                       %             
 
CALIFO   Management fee                               0.40                    0.40          
RNIA                                                      %                   %             
MUNIC                                                                                       
IPAL                                                                                        
INCOM                                                                                       
E                                                                                           
 
         12b-1 fee (including 0.25% Shareholder       0.25                    0.90          
         Service Fee for Class B shares)              %                       %             
 
         Other expenses (after reimbursement)                                               
                                                      0.35%[A          0.35%[A       
                                                      ]                       ]             
 
         Total operating expenses                     1.00                    1.65          
                                                          %                   %             
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS B SHARES   .    
[A] 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     full redemption
or no redemption, at the end of each time period:
EQUITY FUNDS
 
<TABLE>
<CAPTION>
<S>       <C>            <C>                  <C>                    <C>            
                         Examples                                                   
 
                         Full Redemption                             No             
                                                                     Redempt        
                                                                     ion            
 
                         Class A              Class B                Class B        
 
OVERS     After 1 year   $   52               $   64    [A]          $   24         
EAS                                                                                 
 
          After 3           $88               $   103    [A          $   73         
          years                               ]                                     
 
          After 5        $   127       $135   [A                 $125        
          years                                  ]                                  
 
          After 10       $   234              $239                      $239        
          years[B]                                                                  
 
MID       After 1 year   $   51               $   62    [A]          $   22         
CAP                                                                                 
 
          After 3        $   85               $   99    [A]          $   69         
          years                                                                     
 
EQUIT     After 1 year   $   49               *                      *              
Y                                                                                   
GROWT                                                                               
H                                                                                   
 
          After 3        $   78               *                      *              
          years                                                                     
 
          After 5        $   109              *                      *              
          years                                                                     
 
          After 10       $   197              *                      *              
          years                                                                     
 
GLOBA     After 1 year   $   52               $   63    [A]          $   23         
L                                                                                   
RESO                                                                                
URCES                                                                               
 
          After 3        $   87               $   102    [A          $   72         
          years                               ]                                     
 
          After 5        $   125              $133   [A                 $123        
          years                                  ]                                  
 
          After 10       $   230                 $235            $235        
          years[B]                                                                  
 
GROWT     After 1 year   $   49               *                      *              
H                                                                                   
OPPOR                                                                               
TUNITIE                                                                             
S                                                                                   
 
          After 3        $   79               *                      *              
          years                                                                     
 
          After 5        $   111              *                      *              
          years                                                                     
 
          After 10       $   201              *                      *              
          years                                                                     
 
STRATE    After 1 year   $   49               $   61    [A]          $   21         
GIC                                                                                 
OPPOR                                                                               
TUNITIE                                                                             
S                                                                                   
 
          After 3        $   80               $   96    [A]          $   66         
          years                                                                     
 
          After 5        $   112              $   123    [A          $   113        
          years                               ]                                     
 
          After 10       $   204              $212                   $   212        
          years[B]                                                                  
 
LARGE     After 1 year   $   52               $   63    [A   ]       $   23         
CAP                                                                                 
 
          After 3        $   87               $   101    [A          $   71         
          years                               ]                                     
 
EQUIT     After 1 year   $   48               $   59[A]              $   19         
Y                                                                                   
INCOM                                                                               
E                                                                                   
 
          After 3        $   76               $   88[A]              $   58         
          years                                                                     
 
          After 5        $   105              $   110[    A]         $   100        
          years                                                                     
 
          After 10       $   190                 $191                   $191        
          years [B]                                                                 
 
INCOM     After 1 year   $   48               *                      *              
E &                                                                                 
GROWT                                                                               
H                                                                                   
 
          After 3        $   75               *                      *              
          years                                                                     
 
          After 5        $   105              *                      *              
          years                                                                     
 
          After 10       $   188              *                      *              
          years                                                                     
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS B SHARES   .    
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION TO CLASS A SHARES AFTER SIX YEARS.
TAXABLE INCOME FUNDS
            Examples                          
 
            Full Redemption         No        
                                    Redempt   
                                    ion       
 
                         Class A       Class B           Class B       
 
EMER     After 1 year    $   50        $   62    [A]     $   22        
GING                                                                   
MARKE                                                                  
TS                                                                     
INCOM                                                                  
E                                                                      
 
         After 3 years   $   81        $   97    [A]     $   67        
 
         After 5 years   $   114       $   125    [A]    $   115       
 
         After 10        $   208       $   217           $   217       
         years[B]                                                      
 
HIGH     After 1 year    $   46        $   59    [A]        $19        
YIELD                                                                  
 
         After 3 years   $   70        $   90    [A]     $   60        
 
         After 5 years   $   96        $   113    [A]    $   103       
 
         After 10        $   170       $   185           $   185       
         years[B]                                                      
 
STRATE   After 1 year    $   48        $   60    [A]     $   20        
GIC                                                                    
INCOM                                                                  
E                                                                      
 
         After 3 years   $   76        $   93    [A]     $   63        
 
         After 5 years   $   106       $   118    [A]    $   108       
 
         After 10        $   192       $   201           $   201       
         years[B]                                                      
 
GOVER    After 1 year    $   45        $   57    [A]     $   17        
NMENT                                                                  
INVEST                                                                 
MENT                                                                   
 
         After 3 years   $   66        $   82    [A]     $   52        
 
         After 5 years   $   88        $   100    [A]    $   90        
 
         After 10        $   153       $   162           $   162       
         years[B]                                                      
 
INTER    After 1 year    $   37        $   47    [A]     $   17        
MEDIA                                                                  
TE                                                                     
BOND                                                                   
 
         After 3 years   $   58        $   62    [A]     $   52        
 
         After 5         $   81            $82           $   82        
         years[C]                                                      
 
         After 10        $   147       $   148           $   148       
         years[C]                                                      
 
SHORT    After 1 year    $   24        *                 *             
FIXED-                                                                 
INCOM                                                                  
E                                                                      
 
         After 3 years   $   43        *                 *             
 
         After 5 years   $   64        *                 *             
 
         After 10        $   123       *                 *             
         years                                                         
 
* FUND DOES NOT OFFER CLASS B SHARES   .    
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION TO CLASS A SHARES AFTER SIX YEARS.
[C] REFLECTS CONVERSION TO CLASS A SHARES AFTER FOUR YEARS.
MUNICIPAL FUNDS
            Examples                          
 
            Full Redemption         No        
                                    Redempt   
                                    ion       
 
 
<TABLE>
<CAPTION>
<S>      <C>            <C>           <C>                            <C>                  
                        Class A       Class B                        Class B              
 
HIGH     After 1 year   $   44         $   57    [A]                 $   17               
INCOM                                                                                     
E                                                                                         
MUNIC                                                                                     
IPAL                                                                                      
 
         After 3        $   63        $   82    [A]                  $   52               
         years                                                                            
 
         After 5        $   84        $   100    [A                  $   90               
         years                        ]                                                   
 
         After 10       $   143       $   158                        $   158              
         years[B]                                                                         
 
INTER    After 1 year   $   37                $   47[    A]          $   17               
MEDIA                                                                                     
TE                                                                                        
MUNIC                                                                                     
IPAL                                                                                      
INCOM                                                                                     
E                                                                                         
 
         After 3        $   58               $   62    [A]           $   52        
         years                                                                            
 
         After 5        $   81        $   82                         $   82               
         years[C]                                                                         
 
         After 10       $   147       $   14    8                    $   148       
         years[C]                                                                         
 
SHORT-   After 1 year   $   24        *                              *                    
INTER                                                                                     
MEDIA                                                                                     
TE                                                                                        
MUNIC                                                                                     
IPAL                                                                                      
INCOM                                                                                     
E                                                                                         
 
         After 3        $   43        *                              *                    
         years                                                                            
 
         After 5        $   64        *                              *                    
         years                                                                            
 
         After 10       $   124       *                              *                    
         years                                                                            
 
</TABLE>
 
STATE MUNICIPAL FUNDS
            Examples                          
 
            Full Redemption         No        
                                    Redempt   
                                    ion       
 
                        Class A      Class B           Class B      
 
CALIFO   After 1 year   $   45       $   57     [A]    $   17       
RNIA                                                                
MUNIC                                                               
IPAL                                                                
INCOM                                                               
E                                                                   
 
         After 3        $   66       $   82    [A]     $   52       
         years                                                      
 
NEW      After 1 year   $   45       $   57    [A]     $   17       
YORK                                                                
MUNIC                                                               
IPAL                                                                
INCOM                                                               
E                                                                   
 
         After 3        $   66       $   82    [A]     $   52       
         years                                                      
 
* FUND DOES NOT OFFER CLASS B SHARES   .    
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION TO CLASS A SHARES AFTER SIX YEARS.
[C] REFLECTS CONVERSION TO CLASS A SHARES AFTER FOUR 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 certain
funds to the extent that total operating expenses as a percentage of their
respective average net assets exceed the following rates: 
      Class    Effectiv   Class B   Effectiv   
      A        e                    e          
               Date                 Date       
 
Overse              2.25%          1/1/96           2.75%   10/30/95        
as                                                                          
 
Mid Cap             2.00%          2/26/96          2.50%   2/26/96         
 
Global              2.25%          1/1/96           2.75%   10/30/95        
Resourc                                                                     
es                                                                          
 
Large               2.00%          2/26/96          2.50%   2/26/96         
Cap                                                                         
 
Income              1.75%          1/1/96            *        *             
&                                                                           
Growth                                                                      
 
Emergin             1.50%          3/10/94          2.15%   1/1/96          
g                                                                           
Markets                                                                     
Income                                                                      
 
High                1.35%          7/1/95           2.00%   1/1/96          
Yield                                                                       
 
Strategi            1.35%          10/31/94         2.00%   1/1/96          
c                                                                           
Income                                                                      
 
Govern              1.00%          7/1/95           1.65%   1/1/96          
ment                                                                        
Investm                                                                     
ent                                                                         
 
Interme             1.00%          7/1/95           1.65%   1/1/96          
diate                                                                       
Bond                                                                        
 
Short               1.00%          7/1/95            *        *             
Fixed-In                                                                    
come                                                                        
 
High                1.00%          7/1/95           1.65%   1/1/96          
Income                                                                      
Municip                                                                     
al                                                                          
 
Interme             1.00%          7/1/95           1.65%   1/1/96          
diate                                                                       
Municip                                                                     
al                                                                          
Income                                                                      
 
Short-In            0.90%          7/1/95            *        *             
termedi                                                                     
ate                                                                         
Municip                                                                     
al                                                                          
Income                                                                      
 
   New                 1.00%          8/1/95        1.65%      1/1/96       
   York                                                                     
   Municip                                                                  
   al                                                                       
   Income                                                                   
 
   Californi           1.00%          8/1/95        1.65%      1/1/96       
   a                                                                        
   Municip                                                                  
   al                                                                       
   Income                                                                   
 
* FUND DOES NOT OFFER CLASS B SHARES.
If these agreements were not in effect, other expenses as a percentage of
average net assets would have been the following amounts:
      Other Expenses             
 
      Class            Class B   
      A                          
 
Emergin           0.79   %        0.94   %       
g                                                
Markets                                          
Income                                           
 
Strategi          0.66   %        0.70   %       
c                                                
Income                                           
 
Govern               0.44%           1.36%       
ment                                             
Investm                                          
ent                                              
 
Interme           (dagger)        0.98   %       
diate                                            
Bond                                             
 
High              (dagger)           0.67%       
Income                                           
Municip                                          
al                                               
 
Interme           0.36   %        1.66   %       
diate                                            
Municip                                          
al                                               
Income                                           
 
Short-In             0.95%        *              
termedi                                          
ate                                              
Municip                                          
al                                               
Income                                           
 
New                  0.38%           0.95%       
York                                             
Municip                                          
al                                               
   Income    [                                   
A]                                               
 
Californi         0.38%              0.95%       
a                                                
Municip                                          
al                                               
Income[                                          
   A    ]                                        
 
* FUND DOES NOT OFFER CLASS B SHARES   .    
(dagger) TOTAL OPERATING EXPENSES WERE LESS THAN THE    VOLUNTARY EXPENSE
CAPS IN EFFECT DURING THE FISCAL YEAR ENDED 1995.    
[A]    PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR    
Interest, taxes, brokerage commissions, or extraordinary expenses are not
included in these expense limitations.
FINANCIAL HIGHLIGHTS
   The financial highlights tables that follow and each fund's financial
statements are included in each fund's Annual Report and have been audited
by Coopers & Lybrand L.L.P. or Price Waterhouse LLP (Overseas only). 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.    
OVERSEAS
 
<TABLE>
<CAPTION>
<S>        <C>       <C>       <C>                <C>   <C>         <C>         <C>              
1.Select                          2.                       4.          5.          Class B       
ed                                3.Class A                                                      
Per-Sha                                                                                          
re Data                                                                                          
and                                                                                              
Ratios                                                                                           
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>        <C>            <C>               <C>               <C>               <C>               
6.Years               1995       1994F      1993              1992              1991              1990B             1995G           
ended                                          
October      
31           
 
7.Net                 $ 14.06    $ 12.93    $ 9.07            $ 9.78            $ 9.55            $ 10.00           $ 13.89        
asset                                       
value,      
beginnin   
g of        
period      
 
8.Incom                                                                                                                            
e from      
Investm     
ent        
Operati     
ons         
 
9. Net                 .07        .01        .03               .05               .14               .05               .01           
investm     
ent         
income      
 
10. Ne                 (.11)      1.14       3.93              (.62)             .17               (.50)             .02           
t           
realized    
and        
unrealiz    
ed gain    
(loss   )     
 
11. Total              (.04)      1.15       3.96              (.57)             .31               (.45)             .03           
from        
investm      
ent        
operatio    
ns          
 
12.Less                                                                                                                            
Distribut  
ions        
 
13. Fr                 --         --         (.07)             (.14)             (.07)             --                --            
om net       
investm     
ent        
income      
 
14. Fr                 (.10)      (.02)      (.03)D            --                (.01)D            --                --            
om net      
realized    
gain        
 
15. Tot                (.10)      (.02)      (.10)             (.14)             (.08)             --                --            
al            
distributi    
ons           
 
16.Net                $ 13.92    $ 14.06    $ 12.93           $ 9.07            $ 9.78            $ 9.55            $ 13.92        
asset        
value,       
end of       
period       
 
17.Total               (.25)%     8.91%      44.13%            (5.88)%           3.25%             (4.50)%           .22%          
returnC          
 
18.Net                $ 741,92   $ 653,77   $ 221,37          $ 18,652          $ 19,091          $ 18,161          $ 2,999        
assets,               8          4          0                                                                                      
end of      
period      
(000        
omitted)    
 
19.Rati                1.90%H     2.12%      2.38%             2.64%             2.85%             3.07%A,E          1.97%A,H       
o of        
expense    
s to        
average     
net         
assets      
 
20.Rati                1.01%      .05%       (.18)%            .48%              1.48%             1.45%A            .94%A         
o of net   
investm    
ent         
income       
to           
average      
net           
assets        
 
21.Portf               47%        34%        42%               168%              226%              137%A             47%           
olio         
turnove   r      
   rate         
 
</TABLE>
 
       A    1.ANNUALIZED.
    B    2.APRIL 23, 1990 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1990.
    C    TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURN WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIOD
SHOWN.
    D    INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN
CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
    E    EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE LIMITATION.
    F    EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
    G    COMMENCEMENT OF SALE OF CLASS B SHARES JULY 3, 1995.
    H    FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE
RATIO WOULD HAVE BEEN HIGHER.    
EQUITY GROWTH    (FORMERLY EQUITY PORTFOLIO GROWTH)    
3.Select            Class A                       
ed                                                
Per-Sha                                           
re Data                                           
and                                               
Ratios                                            
 
 
<TABLE>
<CAPTION>
<S>                 <C>                <C>              <C>              <C>              
4.Years                1995               1994K             1993             1992C          
ended                                                                                     
Novemb                                                                                    
er 30                                                                                     
 
5.Net               $    28.52            $ 29.50          $ 26.33          $ 23.78       
asset                                                                                     
value,                                                                                    
beginnin                                                                                  
g of                                                                                      
period                                                                                    
 
6.Incom                                                                                   
e from                                                                                    
Investm                                                                                   
ent                                                                                       
Operati                                                                                   
ons                                                                                       
 
7. Net                  .06                .08              (.07)D           .01D          
investm                                                                                   
ent                                                                                       
income                                                                                    
   (loss)                                                                                 
 
8. Net                  11.54              .39              3.82             2.54         
realized                                                                                  
and                                                                                       
unrealiz                                                                                  
ed gain                                                                                   
       (loss)                                                                             
 
9. Total                11.60              .47              3.75             2.55         
from                                                                                      
investm                                                                                   
ent                                                                                       
operatio                                                                                  
ns                                                                                        
 
10.Less                                                                                   
Distribut                                                                                 
ions                                                                                      
 
11. Fro                 (.08)              --               (.08)            --           
m net                                                                                     
investm                                                                                   
ent                                                                                       
income                                                                                    
 
   12. Fr               (.16)              (1.45)           (.50)            --           
   om net                                                                                 
   realized                                                                               
   gain                                                                                   
 
13.    In               (.05)              --               --               --           
   excess                                                                                 
   of     net                                                                             
realized                                                                                  
gain                                                                                      
 
14. Tot                 (.29)              (1.45)           (.58)            --           
al                                                                                        
distributi                                                                                
ons                                                                                       
 
15.Net              $    39.83            $ 28.52          $ 29.50          $ 26.33       
asset                                                                                     
value,                                                                                    
end of                                                                                    
period                                                                                    
 
16.Total                41.11%             1.58%            14.52            10.72        
returnE                                                     %                %             
 
17.Net              $    2,051,4          $ 874,1          $ 377,8          $ 22,65       
assets,                29                 72               94               5             
end of                                                                                    
period                                                                                   
       (000                                                                               
omitted)                                                                                  
 
18.Rati                 1.55%              1.71%            1.85%            1.47%A        
o of                                                                                      
expense                                                                                   
s to                                                                                      
average                                                                                   
net                                                                                       
       assets                                                                             
 
   19.Rati              1.54%G             1.70%G           1.84%G           1.47%A        
   o of                                                                                   
   expense                                                                                
   s to                                                                                   
   average                                                                                
   net                                                                                    
   assets                                                                                 
   after                                                                                  
   expense                                                                                
   reductio                                                                               
   ns                                                                                     
 
20.Rati                 .21%               .15%             (.24)%           .25%A         
o of net                                                                                  
investm                                                                                   
ent                                                                                       
income                                                                                   
   (loss)     to                                                                          
average                                                                                   
net                                                                                       
assets                                                                                    
 
21.Portf                97%                137%             160%             240%         
olio                                                                                      
turnove   r                                                                               
   rate                                                                                   
 
</TABLE>
 
   GLOBAL RESOURCES    
 
<TABLE>
<CAPTION>
<S>              <C>       <C>       <C>          <C>                 <C>   <C>          <C>          <C>          <C>              
   22.Sele                              23.          24.Class A                25.          26.          27.          Class B       
   cted                                                                                                                             
   Per-Sha                                                                                                                          
   re Data                                                                                                                          
   and                                                                                                                              
   Ratios                                                                                                                           
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 <C>           <C>        <C>        <C>        <C>        <C>        <C>       <C>            <C>               
   28.Year             1995       1994K      1993       1992       1991J      1990       1989      1988B             1995C          
   s ended                                     
   October                                      
   31                                           
 
   29.Net              $ 17.56    $ 17.59    $ 13.88    $ 14.11    $ 12.30    $ 12.60    $ 11.47   $ 10.00           $ 18.87        
   asset                                        
   value,                                      
   beginnin                                     
   g of                                         
   period                                       
 
   30.Inco                                                                                                                        
   me from                                                                                                         
   Investm                                      
   ent                                          
   Operati                                     
   ons                                          
 
   31. Ne               (.05)D      (.11)D      .22        (.10)      (.15)      (.10)I     .10     (.05)             (.03)D        
   t                                                                                   
   investm                                                                             
   ent                                         
   income                                       
   (loss)                                      
 
   32. Ne               2.00       .76        4.91       .79        2.45       .93        1.96      1.52              .39           
   t                                            
   realized                                     
   and                                          
   unrealiz                                     
   ed gain                                      
   (loss)                                       
 
   33. Tot              1.95       .65        5.13       .69        2.30       .83        2.06      1.47              .36           
   al from                                       
   investm                                      
   ent                                         
   operatio                                     
   ns                                           
 
   34.Less                                                                                                                          
   Distribut                                                                                       
   ions                                         
 
   35. Fr               --         --         --         --         --         (.08)      --       --                --            
   om net                                      
   investm                                      
   ent                                          
   income                                       
 
   36. Fr               (.26)      (.68)      (1.42)     (.92)      (.49)      (1.05)     (.93)    --                --            
   om net                                       
   realized                                     
   gain                                        
 
   37. Tot              (.26)      (.68)      (1.42)     (.92)      (.49)      (1.13)     (.93)     --                --            
   al                                              
   distributi                                   
   ons                                          
 
   38.Net              $ 19.25    $ 17.56    $ 17.59    $ 13.88    $ 14.11    $ 12.30    $ 12.60   $ 11.47           $ 19.23        
   asset                                        
   value,                                       
   end of                                       
   period                                       
 
   39.Total             11.40%     3.97%      41.05%     5.97%      19.50%     6.37%      19.63%    14.70%            1.91%         
   returnE                                       
 
   40.Net              $ 272,97   $ 199,36   $ 40,309   $ 7,087    $ 5,940    $ 4,615    $ 2,049   $ 916             $ 2,508        
   assets,             9            1                                                                                           
   end of                                       
   period                                       
   (000                                         
   omitted)                                     
 
   41.Rati              1.86%F     2.10%      2.63%     3.27%H     3.35%H     3.34%H      3.23%     2.85%A           2.23%A,F       
   o of                  
   expense                                      
   s to                                        
   average                                      
   net                                          
   assets                                       
 
   42.Rati             1.84%G    2.07%G     2.62%G      3.27%      3.35%      3.34%      3.23%     2.85%A            2.21%A,G       
   o of       
   expense                                      
   s to                                         
   average                                      
   net                                          
   assets                                       
   after                                        
   expense                                      
   reductio                                     
   ns                                           
 
   43.Rati              (.30)%     (.67)%     (1.18)%    (1.22)%    (1.28)%    (1.13)%    .83%      (.64)%A          (.67)%A        
   o of net                                     
   investm                                      
   ent                                          
   income                                       
   (loss) to                                    
   average                                      
   net                                          
   assets                                      
 
   44.Portf             161%       125%       208%       248%       256%       229%       249%      220%A             161%          
   olio                                         
   turnover                                     
   rate                                         
 
</TABLE>
 
       A    ANNUALIZED
    B    DECEMBER 29, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31,
1988.
    C    COMMENCEMENT OF SALE OF EQUITY GROWTH CLASS A SHARES SEPTEMBER 10,
1992; COMMENCEMENT OF SALE OF GLOBAL RESOURCES CLASS B SHARES JULY 3, 1995.
    D    NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED
ON AVERAGE SHARES OUTSTANDING.
    E    TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN.
    F    FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE
RATIO WOULD HAVE BEEN HIGHER.
    G    FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.
    H    EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION.
    I    NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.17 PER SHARE.
    J    AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF
EQUALIZATION ACCOUNTING.
    K    EFFECTIVE DECEMBER 1, 1993 AND NOVEMBER 1, 1993, EQUITY GROWTH AND
GLOBAL RESOURCES, RESPECTIVELY, ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
GROWTH OPPORTUNITIES
45.Sele           Class A                                                 
   cted                                                                      
   Per-Sha                                                                   
   re Data                                                                   
   and                                                                       
   Ratios                                                                    
 
 
 
 
<TABLE>
<CAPTION>
<S>                 <C>            <C>         <C>         <C>        <C>        <C>        <C>            <C>              
   46.Year             1995        1994G       1993        1992       1991       1990       1989              1988B          
   s ended                       
   October                        
   31                            
 
   47.Net              $ 26.62     $ 25.39     $ 21.14     $ 20.58    $ 12.99    $ 16.53    $ 14.27           $ 10.00       
   asset                         
   value,                       
   beginnin                     
   g of                          
   period                        
 
   48.Inco                                                                                                                  
   me from                                  
   Investm                       
   ent                           
   Operati                       
   ons                           
 
   49. Ne               .39         .22         .08         .14        .06        .18C       .02               .05          
   t                             
   investm                       
   ent                           
   income                        
 
   50. Ne               5.31        1.92        5.56        2.04       7.70       (2.50)     3.03              4.22         
   t                             
   realized                      
   and                          
   unrealiz                       
   ed gain                       
   (loss)                       
   on                            
   investm                       
   ents                          
 
   51. Tot              5.70        2.14        5.64        2.18       7.76       (2.32)     3.05              4.27         
   al from                       
   investm                       
   ent                           
   operatio                      
   ns                             
 
   52.Less                                                                                                                  
   Distribut                     
   ions                          
 
   53. Fr               (.27)       (.07)       (.13)       (.09)      (.17)      (.05)      (.03)             --           
   om net                        
   investm                       
   ent                           
   income                        
 
   54. Fr               (1.16)      (.84)       (1.26)      (1.53)     --         (1.17)     (.76)             --           
   om net                        
   realized                      
   gain                          
 
   55. Tot              (1.43)      (.91)       (1.39)      (1.62)     (.17)      (1.22)     (.79)             --           
   al                                 
   distributi                       
   ons                              
 
   56.Net              $ 30.89     $ 26.62     $ 25.39     $ 21.14    $ 20.58    $ 12.99    $ 16.53           $ 14.27       
   asset                         
   value,                        
   end of                        
   period                        
 
   57.Total             22.88%      8.71%       28.11%      12.09%     60.25%     (15.05)    22.69%            42.70%       
   returnE                       
 
   58.Net              $ 9,690,9   $ 4,598,6   $ 2,054,9   $ 580,59  $ 213,09   $ 51,122   $ 34,351          $ 8,097       
   assets,             92             68          88          5         5     
   end of                            
   period                        
   (000                          
   omitted)                      
 
   59.Rati              1.59%       1.63%       1.65%       1.60%      1.73%      2.00%      2.45%             2.52%A,F       
   o of        
   expense                       
   s to                          
   average                       
   net                          
   assets                        
 
   60.Rati              1.58%D      1.62%D      1.64%D      1.60%      1.73%      2.00%      2.45%             2.52%A        
   o of                          
   expense                       
   s to                          
   average                       
   net                           
   assets                        
   after                         
   expense                       
   reductio                      
   ns                            
 
   61.Rati              1.56%       1.12%       .43%        .80%       .47%       1.49%      .31%              .82%A         
   o of net                      
   investm                       
   ent                           
   income                         
   to                            
   average                        
   net                           
   assets                        
 
   62.Portf             39%         43%         69%         94%        142%       136%       163%              143%A         
   olio                         
   turnover                      
   rate                          
 
</TABLE>
 
       A    ANNUALIZED.
    B    NOVEMBER 18, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31,
1988.
    C    NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.09 PER SHARE.
    D    FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.
    E    TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. 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. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
    G    EFFECTIVE NOVEMBER 1, 1993 THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
STRATEGIC OPPORTUNITIES    
 
<TABLE>
<CAPTION>
<S>               <C>              <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>              <C>   <C>   
   63.Sele           Class A                                                                      Class B                   
   cted                                                                                                                     
   Per-Sha                                                                                                                  
   re Data                                                                                                                  
   and                                                                                                                      
   Ratios                                                                                                                   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 
<C>       <C>     <C>     <C>     <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>        <C>          
    64.Year       
 1995     1994D   1994E,H 1993E   1992E,I 1991E    1990E    1989E    1988E    1987E    1986B    1995       1994D       1994C       
 s ended                                                                                                                    
 Decemb                                                                                                                    
 er 31                                                                                                                      
 
 65.Net        
 $ 18.70  $ 19.96 $ 22.52 $ 19.53 $ 21.38 $ 17.21  $ 19.55  $ 15.53  $ 19.06  $ 16.71  $ 17.81  $ 18.57   $ 19.98     $ 19.65    
 asset                                                                                                                     
 value,                                                                                                                   
 beginnin                                                                                                                 
 g of                                                                                                                      
 period                                                                                                                    
 
 66.Inco  
 me from                                                                                                                   
 Investm                                                                                                                   
 ent                                                                                                                       
 Operati                                                                                                                   
 ons                                                                                                                       
 
 67. Ne        
  .39     .10M    .39M    .33     .61     .66      .70      .50      .42      .46      .08J      .38          .06M         .05M   
 t                                                                                                                         
 investm                                                                                                                   
 ent                                                                                                                      
 income                                                                                                                    
 
 68. Ne        
  6.73    (.75)   (.81)   4.44    .58     4.26     (2.49)   4.08     (1.80)   2.95     (1.18)   6.54         (.74)        .28       
 t                                                                                                                        
 realized                                                                                                                 
 and                                                                                                                       
 unrealiz                                                                                                                  
 ed gain                                                                                                                  
  (loss)                                                                                                                   
 
 69. Tot       
  7.12    (.65)   (.42)   4.77    1.19    4.92     (1.79)   4.58     (1.38)   3.41     (1.10)   6.92         (.68)        .33       
 al from                                                                                                                   
 investm                                                                                                                   
 ent                                                                                                                       
 operatio                                                                                                                  
 ns                                                                                                                        
 
 70.Less   
 Distribut                                                                                                                  
 ions                                                                                                                     
 
 71. Fr        
  (.39)   (.35)   (.43)   (.57)   (.62)   (.75)    (.55)    (.56)    (.24)    (.09)    --       (.38)        (.47)        --        
 om net                                                                                                                    
 investm                                                                                                                   
 ent                                                                                                                       
 income                                                                                                                    
 
 72. Fr        
  (.55)   (.26)   (1.71)  (1.21)  (2.42)      --   --       --       (1.91)   (.97)    --       (.55)        (.26)        --        
 om net                                                                                                                    
 realized                                                                                                                  
 gain                                                                                                                      
 
 73. Tot       
  (.94)   (.61)   (2.14)  (1.78)  (3.04)  (.75)    (.55)    (.56)    (2.15)   (1.06)   --       (.93)        (.73)        --        
 al                                                                                                                        
 distributi                                                                                                               
 ons                                                                                                                       
 
 74.Net        
 $ 24.88  $ 18.70 $ 19.96 $ 22.52 $ 19.53 $ 21.38  $ 17.21  $ 19.55  $ 15.53  $ 19.06  $ 16.71  $ 24.56     $ 18.57      $ 19.98    
 asset                                                                                                                    
 value,                                                                                                                    
 end of                                                                                                                    
 period                                                                                                                    
 
 75.Total      
  38.16%  (3.26)  (2.24)  26.33   7.26%   29.51%   (9.49)   30.45%   (4.98)   21.43%   (6.18)   37.35%       (3.41)%      1.68%     
 returnG   %       %       %                        %                 %                 %                                  
 
 76.Net        
 $ 619,99 $ 375,6 $ 385,3 $ 269,8 $ 194,7 $ 199,6  $ 172,0  $ 198,1  $ 191,4  $ 283,1  $ 22,14  $ 87,566     $ 17,090    $ 8,824    
 assets,  
3         91      49      83      10      04       86       74       54       17       1                                        
 end of                                                                                                                    
 period                                                                                                                    
 (000                                                                                                                     
 omitted)                                                                                                                  
 
 77.Ratio      
  1.61%F  1.73%A,N 1.85%  1.57%L  1.46%   1.56%    1.59%    1.51%    1.71%    1.67%K   1.50%A,K 2.11%        2.58%A       2.63%A,N  
 of    
 expense                                                                                                                  
 s to                                                                                                                      
 average                                                                                                                   
 net                                                                                                                       
 assets                                                                                                                    
 
 78.Ratio      
  1.61%   1.73%A,F 1.84%F 1.57%L  1.46%   1.56%    1.59%    1.51%    1.71%    1.67%    1.50%A   2.10%F       2.53%A,F     2.63%A,F  
 of     
 expense                                                                                                                   
 s to                                                                                                                      
 average                                                                                                                   
 net                                                                                                                       
 assets                                                                                                                    
 after                                                                                                                     
 expense                                                                                                                   
 reductio                                                                                                                  
 ns                                                                                                                        
 
 79.Rati       
  1.90%   2.03%A  1.89%   2.06%   3.22%   3.61%    3.70%    3.23%    3.10%    2.36%    2.77%A   1.40%        1.22%A       1.11%A    
 o of net                                                                                                                   
 investm                                                                                                                   
 ent                                                                                                                       
 income                                                                                                                    
 to                                                                                                                        
 average                                                                                                                   
 net                                                                                                                       
 assets                                                                                                                    
 
 80.Portf      
  142%    228%A   159%    183%    211%    223%     114%     89%      160%     225%     225%     142%         228%A        159%      
 olio                                                                                                                       
 turnover                                                                                                                  
 rate                                                                                                                          
 
</TABLE>
 
EQUITY INCOME
81.Sele       Class A                            Class B             
cted                                                                 
Per-Sha                                                              
re Data                                                              
and                                                                  
Ratios                                                               
 
 
<TABLE>
<CAPTION>
<S>                <C>               <C>               <C>               <C>              <C>               <C>               
 Year   s             1995           1994H                1993              1992C            1995           1994C             
ended                                                                                                                         
Novembe                                                                                                                       
r 30                                                                                                                          
 
82.Net                $ 15.96        $ 14.86              $ 12.86           $ 12.37          $ 15.94        $ 15.21           
asset                                                                                                                         
value,                                                                                                                        
beginnin                                                                                                                      
g of                                                                                                                          
period                                                                                                                        
 
83.Inco                                                                                                                       
me from                                                                                                                       
Investm                                                                                                                       
ent                                                                                                                           
Operati                                                                                                                       
ons                                                                                                                           
 
84. Ne                 .31            .28M                  .33               .13              .26            .08M              
t                                                                                                                             
investm                                                                                                                       
ent                                                                                                                           
income                                                                                                                        
 
85. Ne                 4.26           1.03                 1.97              .47              4.23           .72              
t                                                                                                                             
realized                                                                                                                      
and                                                                                                                           
unrealiz                                                                                                                      
ed gain                                                                                                                       
(loss)                                                                                                                        
 
86. Tot                4.57           1.31                 2.30              .60              4.49           .80              
al from                                                                                                                       
investm                                                                                                                       
ent                                                                                                                           
operatio                                                                                                                      
ns                                                                                                                            
 
87.Less                                                                                                                       
Distribut                                                                                                                     
ions                                                                                                                          
 
88. Fr                 (.30)          (.21)                (.30)             (.11)            (.25)          (.07)            
om net                                                                                                                        
investm                                                                                                                       
ent                                                                                                                           
income                                                                                                                        
 
89. Fr                 (.28)          --                   --                --               (.28)          --               
om net                                                                                                                        
realized                                                                                                                      
gain                                                                                                                          
 
90. Tot                (.58)             (.21)             (.30)             (.11)            (.53)             (.07)         
al                                                                                                                            
distributi                                                                                                                    
ons                                                                                                                           
 
91.Net                $ 19.95        $ 15.96              $ 14.86           $ 12.86          $ 19.90        $ 15.94           
asset                                                                                                                         
value,                                                                                                                        
end of                                                                                                                        
period                                                                                                                        
 
92.Total               29.46%         8.84%                18.03%            4.88%            28.95%         5.25%            
returnG                                                                                                                        
 
93.Net                $ 880,05       $ 1   79,50          $ 42,326          $ 1,462          $ 270,10       $ 35   ,373       
assets,               4                 1                                                    1                                
end of                                                                                                                        
period                                                                                                                        
   (000                                                                                                                       
   omitted)                                                                                                                   
 
94.Rati                1.48%          1.67%                1.77%             1.55%A           1.85%          2.24%A            
o of                                                                                                                          
expense                                                                                                                       
s to                                                                                                                          
average                                                                                                                       
net                                                                                                                           
assets                                                                                                                        
 
   95.Rati             1.47%F             1.64%F             1.77%             1.55%A           1.84%F            2.18%A,F        
   o of                                                                                                                       
   expense                                                                                                                    
   s to                                                                                                                       
   average                                                                                                                    
   net                                                                                                                        
   assets                                                                                                                     
   after                                                                                                                      
   expense                                                                                                                    
   reductio                                                                                                                   
   ns                                                                                                                         
 
96.Rati                1.78%          1.69%                2.02%             3.39%A           1.41%          1.15%A           
o of net                                                                                                                      
investm                                                                                                                       
ent                                                                                                                           
income                                                                                                                        
to                                                                                                                            
average                                                                                                                       
net                                                                                                                           
assets                                                                                                                        
 
97.Portf               80%            140%                 120%              51%              80%            140%             
olio                                                                                                                          
turnover                                                                                                                      
   rate                                                                                                                       
 
</TABLE>
 
       A    ANNUALIZED.
    B    AUGUST 20, 1986 (COMMENCEMENT OF SALE OF CLASS A SHARES) TO
SEPTEMBER 30, 1986.
    C    COMMENCEMENT OF SALE OF EQUITY INCOME CLASS A SHARES SEPTEMBER 10,
1992; COMMENCEMENT OF SALE OF EQUITY INCOME AND STRATEGIC OPPORTUNITIES
CLASS B SHARES JUNE 30, 1994.
    D    FOR THE THREE MONTHS ENDED DECEMBER 31, 1994.
    E    YEAR ENDED SEPTEMBER 30.
    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 EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD FMR NOT REIMBURSED CERTAIN EXPENSES DURING THE PERIODS
SHOWN.
    H    EFFECTIVE OCTOBER 1, 1993 AND DECEMBER 1, 1993, STRATEGIC
OPPORTUNITIES AND EQUITY INCOME, RESPECTIVELY, ADOPTED STATEMENT OF
POSITION 93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT
PRESENTATION OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS
BY INVESTMENT COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY
REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
    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 VOLUNTARILY WAIVED .05% OF THE ANNUAL INDIVIDUAL FUND FEE OF .35%.
WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE BEEN
HIGHER.
    L    INCLUDES REIMBURSEMENT OF $.03 PER SHARE FROM FMR FOR ADJUSTMENTS
TO PRIOR PERIODS' FEES.
    M    NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
    N    FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS'S
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT THE CLASS'S EXPENSE
RATIO WOULD HAVE BEEN HIGHER.    
INCOME & GROWTH
98.Sele       Class A                                                       
cted                                                                        
Per-Sha                                                                     
re Data                                                                     
and                                                                         
Ratios                                                                      
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>          <C>      <C>         <C>        <C>        <C>        <C>        <C>            <C>               
   99.Year        1995         1994F    1993        1992       1991       1990       1989       1988         1987B        
s ended                                       
October                                       
31                                             
 
100.Net            $ 14.67     $ 15.91  $ 14.41     $ 14.13    $ 10.41    $ 12.77    $ 11.07    $ 9.44       $ 10.00     
asset                                          
value,                                        
beginnin                                       
g of                                           
period                                        
 
101.Inc   
ome                                           
from                                          
Investm                                        
ent                                           
Operati                                        
ons                                            
 
102. Ne             .59      .38         .48         .50        .51        .56        1.01G      .62          .27        
t                                             
investm                                        
ent                                            
income                                         
 
103. Ne             .54      (.79)       2.18        .85        3.74       (1.34)     1.27       1.56         (.63)      
t                                              
realized                                       
and                                            
unrealiz                                       
ed gain                                        
(loss)                                         
 
104. Tot            1.13     (.41)       2.66        1.35       4.25       (.78)      2.28        2.18         (.36)      
al from                                        
investm                                        
ent                                            
operatio                                       
ns                                             
 
105.Les  
s                                              
Distribut                                      
ions                                           
 
106. Fr           (.50)     (. 28 )     (.56)         (.46)        (.53)        (1.06)       (.58)        (.55)        (.20)      
om net                                         
investm                                        
ent                                            
income                                         
 
 107. In           --       (.02)        --            --           --           --           --           --           --         
 excess                                   
 of net                                   
 investm                                  
 ent                                      
 income                                   
 
108. Fr           --        (.49)      (.60)         (.61)        --           (.52)        --           --           --         
om net                                         
realized                                       
gain                                           
 
 109. Re          --        (.04)       --            --           --           --           --           --           --         
 turn of                                  
 capital                                  
 
110. Tot        (.50)        (.83)    (1.16)        (1.07)       (.53)        (1.58)       (.58)        (.55)        (.20)      
al                                             
distributi                                     
ons                                            
 
111.Net        $ 15.30      $ 14.67    $ 15.91       $ 14.41      $ 14.13      $ 10.41      $ 12.77      $ 11.07      $ 9.44      
asset                                          
value,                                         
end of                                         
period                                         
 
112.Tot        7.85%        (2.69)%      19.66%        10.27%       41.73%       (7.15)%      21.15%       23.66%       (3.90)%    
al                                             
returnE                                    
 
113.Net       $ 3,441,1    $ 3,128,7    $ 1,654,1     $ 397,67     $ 135,53     $ 60,934     $ 46,139     $ 36,224     $ 34,376    
assets,       41           76           24            2            3                                                             
end of                                         
period                                         
(000                                            
omitted)                                       
 
114.Rat       1.47%        1.59%         1.52%         1.60%        1.71%        1.85%        1.91%        2.06%        2.06%A      
io of                                          
expense                                        
s to                                           
average                                        
net                                            
assets                                         
 
 115.Rat       1.46%H        1.58%H     1.51%H        1.60%        1.71%        1.85%        1.91%        2.06%        2.06%A      
 io of                                    
 expense                                  
 s to                                     
 average                                  
 net                                      
 assets                                   
 after                                    
 expense                                  
 reductio                                 
 ns                                       
 
116.Rat       3.99%        3.79%         3.24%         3.97%        4.19%        5.29%        8.80%        5.83%        3.95%A      
io of net                                      
investm                                        
ent                                            
income                                         
to                                             
average                                        
net                                            
assets                                         
 
117.Por       297%          202 %        200%          389%         220%         297%         151%         204%         206%A       
tfolio                                         
turnover                                       
rate                                            
 
</TABLE>
 
 EMERGING MARKETS INCOME
118.Sel      Class A           Class B          
 ected                                                     
 Per-Sha                                                   
 re Data                                                   
 and                                                       
 Ratios                                                    
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>          <C>         <C>              
 119.Yea        1995         1994C        1995        1994D       
 r ended                                                                             
 Decemb                                                                              
 er 31                                                                               
 
 120.Net        $ 9.520      $ 10.000     $ 9.520     $ 9.700    
 asset                                                                               
 value,                                                                              
 beginnin                                                                            
 g of                                                                                
 period                                                                              
 
 121.Inc                                                         
 ome                                                                                 
 from                                                                                
 Investm                                                                             
 ent                                                                                 
 Operati                                                                             
 ons                                                                                 
 
 122. Ne         .860         .356         .835        .167      
 t                                                                                   
 investm                                                                             
 ent                                                                                 
 income                                                                              
 
 123. Ne         (.323)       (.073)       (.342)      .227      
 t                                                                                   
 realized                                                                            
 and                                                                                 
 unrealiz                                                                            
 ed gain                                                                             
 (loss)                                                                              
 
 124. Tot        .537         .283         .493        .394      
 al from                                                                             
 investm                                                                             
 ent                                                                                 
 operatio                                                                            
 ns                                                                                  
 
 125.Les                                                         
 s                                                                                   
 Distribut                                                                           
 ions                                                                                
 
 126. Fr         (.777)       (.353)       (.713)      (.220)    
 om net                                                                              
 investm                                                                             
 ent                                                                                 
 income                                                                              
 
 127. In         --           (.150)       --          (.094)    
 excess                                                                              
 of net                                                                              
 investm                                                                             
 ent                                                                                 
 income                                                                              
 
 128. Fr         --           (.010)       --          (.010)    
 om net                                                                              
 realized                                                                            
 gain                                                                                
 
 129. In         --           (.250)       --          (.250)    
 excess                                                                              
 of net                                                                              
 realized                                                                            
 gain                                                                                
 
 130. Tot        (.777)       (.763)       (.713)      (.574)    
 al                                                                                  
 distributi                                                                          
 ons                                                                                 
 
 131.Net        $ 9.280      $ 9.520      $ 9.300     $ 9.520    
 asset                                                                               
 value,                                                                              
 end of                                                                              
 period                                                                              
 
 132.Tot         6.99%        2.47%        6.38%       3.67%     
 al                                                                                  
 returnE                                                                              
 
 133.Net        $ 36,205     $ 30,029     $ 9,486     $ 5,034    
 assets,                                                                             
 end of                                                                              
 period                                                                              
 (000                                                                                
 omitted)                                                                            
 
 134.Rat         1.50%I       1.50%A,I    2.25%I       2.25%A,I    
 io of                                                                     
 expense                                                                             
 s to                                                                                
 average                                                                             
 net                                                                                 
 assets                                                                              
 
 135.Rat         9.32%        6.60%A        8.48%       5.86%A     
 io of net                                                                           
 investm                                                                             
 ent                                                                                 
 income                                                                              
 to                                                                                  
 average                                                                             
 net                                                                                 
 assets                                                                              
 
 136.Por         305%         354%A         305%        354%A      
 tfolio                                                                              
 turnover                                                                            
 rate                                                                                
 
</TABLE>
 
  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 EMERGING MARKETS INCOME CLASS B SHARES JUNE 30,
1994.
 E  TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN.
 F  EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 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.FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
HIGH YIELD 
 
<TABLE>
<CAPTION>
<S>               <C>       <C>       <C>       <C>              <C>   <C>   <C>       <C>       <C>       <C>              <C>   
 2.Select                    Class A                                Class B          
 ed                                                                                                                          
 Per-Sha                                                                                                                     
 re Data                                                                                                                     
 and                                                                                                                         
 Ratios                                                                                                                      
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 
<C>        <C>        <C>        <C>        <C>       <C>          <C>           <C>         <C>          <C>           <C>     
 3.Years        
1995       1994D      1993       1992       1991       1990         1989         1988         1987B        1995         1994C       
 ended                                                                          
 October                                                                        
 31                                                                             
 
 4.Net          
$ 11.220   $ 12.010   $ 11.070   $ 10.120   $ 8.150    $ 8.970      $ 9.860      $ 9.090      $ 10.000     $ 11.210     $ 11.300    
 asset                                                                           
 value,                                                                         
 beginnin                                                                       
 g of                                                                           
 period                                                                         
 
 5.Incom                 
 e from                                                                         
 Investm                                                                         
 ent                                                                            
 Operati                                                                        
 ons                                                                            
 
 6. Net          
 .930G      .848       .980       1.146      1.115      1.144      1.237        1.165        .878         .794G        .223       
 investm                                                                        
 ent                                                                            
 income                                                                         
 
 7. Net          
 .680       (.537)     1.153      .975       1.948      (.820)       (.890)       .770         (.910)       .721         (.118)     
 realized                                                                        
 and                                                                            
 unrealiz                                                                       
 ed gain                                                                        
 (loss)                                                                         
 
 8. Total        
1.610      .311       2.133      2.121      3.063      .324         .347         1.935        (.032)       1.515        .105       
 from                                                                            
 investm                                                                        
 ent                                                                            
 operatio                                                                       
 ns                                                                             
 
 9.Less                                        
 Distribut                                                                      
 ions                                                                           
 
 10. Fr          
(.920)     (.851)     (.963)     (1.171)    (1.093)    (1.144)    (1.237)      (1.165)      (.878)       (.835)       (.195)     
 om net                                                                         
 investm                                                                         
 ent                                                                            
 income                                                                         
 
 11. Fro         
- --         (.250)     (.230)     --         --         --           --           --           --           --           --         
 m net                                                                          
 realized                                                                       
 gain                                                                           
 
 12. Tot         
(.920)     (1.101)    (1.193)    (1.171)    (1.093)    (1.144)    (1.237)      (1.165)      (.878)       (.835)       (.195)     
 al                                                                             
 distributi                                                                     
 ons                                                                            
 
 13.Net         
$ 11.910   $ 11.220   $ 12.010   $ 11.070   $ 10.120   $ 8.150      $ 8.970      $ 9.860      $ 9.090      $ 11.890     $ 11.210    
 asset                                                                           
 value,                                                                         
 end of                                                                         
 period                                                                         
 
 14.Total        
15.05%     2.64%      20.47%     21.96%     39.67%     3.58%        3.34%        22.14%       (.81)%       14.12%       .94%       
 returnE                                                                         
 
 15.Net         
$ 1,204,   $ 679,62   $ 485,55   $ 136,31   $ 38,681   $ 15,134     $ 13,315     $ 11,900     $ 9,077      $ 155,73     $ 16,959    
 assets,        
495        3          9          6                                                                         0                   
 end of                                                                       
 period                                                                        
 (000                                                                           
 omitted)                                                                       
 
 16.Rati         
1.15%      1.20%      1.11%      1.10%F       1.10%F     1.10%F     1.10%F       1.10%F       1.24%A,F     2.01%        2.20%A     
 o of                                                                       
 expense                                                                        
 s to                                                                           
 average                                                                        
 net                                                                            
 assets                                                                         
 
 17.Rati         
8.32%      6.92%      8.09%      9.95%      12.20%     12.72%       12.98%       11.86%       10.74%A      7.46%        5.92%A     
 o of net                                                                  
 investm                                                                        
 ent                                                                             
 income                                                                          
 to                                                                             
 average                                                                         
 net                                                                           
 assets                                                                         
 
 18.Portf        
112%       118%       79%        100%       103%       90%          131%         135%         166%A        112%         118%       
 olio                                                                           
 turnover                                                                        
 rate                                                                            
 
</TABLE>
 
 STRATEGIC INCOME
19.Sele      Class A           Class B          
 cted                                                      
 Per-Sha                                                   
 re Data                                                   
 and                                                       
 Ratios                                                    
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>          <C>         <C>               
 20.Year        1995         1994C        1995         1994C       
 ended                                                                                 
 Decemb                                                                                
 er 31                                                                                 
 
 21.Net         $ 9.920      $ 10.000     $ 9.910      $ 10.000    
 asset                                                                                 
 value,                                                                                
 beginnin                                                                              
 g of                                                                                  
 period                                                                                
 
 22.Inco                                                           
 me from                                                                               
 Investm                                                                               
 ent                                                                                   
 Operati                                                                               
 ons                                                                                   
 
 23. Ne          .885         .064G        .820         .072G      
 t                                                                                     
 investm                                                                               
 ent                                                                                   
 income                                                                                
 
 24. Ne          1.231        (.046)       1.237        (.078)     
 t                                                                                     
 realized                                                                              
 and                                                                                   
 unrealiz                                                                              
 ed gain                                                                               
 (loss)                                                                                
 
 25. Tot         2.116        .018         2.057        (.006)     
 al from                                                                               
 investm                                                                               
 ent                                                                                   
 operatio                                                                              
 ns                                                                                    
 
 26.Less                                                           
 Distribut                                                                             
 ions                                                                                  
 
 27. Fr          (.806)       (.098)       (.727)       (.084)     
 om net                                                                                
 investm                                                                               
 ent                                                                                   
 income                                                                                
 
 28. Fr          (.230)       --           (.230)       --         
 om net                                                                                
 realized                                                                              
 gain                                                                                  
 
 29. Tot         (1.036)      (.098)       (.957)       (.084)     
 al                                                                                    
 distributi                                                                            
 ons                                                                                   
 
 30.Net         $ 11.000     $ 9.920      $ 11.010     $ 9.910     
 asset                                                                                 
 value,                                                                                
 end of                                                                                
 period                                                                                
 
 31.Total        22.02%       .17%         21.35%       (.06)%     
 returnE                                                                                
 
 32.Net         $ 52,626     $ 10,687     $ 26,654     $ 9,379     
 assets,                                                                               
 end of                                                                                
 period                                                                                
 (000                                                                                  
 omitted)                                                                              
 
 33.Rati         1.35%F       1.35%A,F     2.10%F       2.10%A,F   
 o of                             ,                              ,           
 expense                                                                               
 s to                                                                                  
 average                                                                               
 net                                                                                   
 assets                                                                                
 
 34.Rati         7.28%        5.80%A       6.53%        5.06%A      
 o of net                                                                              
 investm                                                                               
 ent                                                                                   
 income                                                                                
 to                                                                                    
 average                                                                               
 net                                                                                   
 assets                                                                                
 
 35.Portf        193%         104%A        193%         104%A      
 olio                                                                                  
 turnover                                                                              
 rate                                                                                  
 
</TABLE>
 
  A  ANNUALIZED.
 B  JANUARY 5, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
 C  COMMENCEMENT OF SALE OF HIGH YIELD CLASS B SHARES JUNE 30, 1994;
COMMENCEMENT OF SALE OF STRATEGIC INCOME CLASS A & CLASS B SHARES OCTOBER
31, 1994.
 D  EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 E  TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN.
 F  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
 G  NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD. 
GOVERNMENT INVESTMENT
 
<TABLE>
<CAPTION>
<S>        <C>       <C>   <C>       <C>              <C>   <C>   <C>       <C>       <C>       <C>              <C>   
36.Sele                     Class A                                Class B          
cted                                                                                                                   
Per-Sha                                                                                                                
re Data                                                                                                                
and                                                                                                                    
Ratios                                                                                                                 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                
<C>       <C>       <C>        <C>          <C>          <C>         <C>         <C>          <C>         <C>         <C>       
37.Year             
1995      1994E      1993       1992         1991         1990        1989        1988        1987B        1995        1994C       
s ended                                                                        
October                                                                       
3 1                                                                       
 
38.Net              
$ 8.960   $ 10.140  $ 9.730    $ 9.590      $ 9.150      $ 9.310     $ 9.260     $ 9.200     $ 10.000     $ 8.950     $ 9.100    
asset                                                                          
value,                                                                         
beginnin                                                                       
g of                                                                           
period                                                                         
 
39.Inco                          
me from                                                                        
Investm                                                                        
ent                                                                            
Operati                                                                        
ons                                                                            
 
40. Ne               
 .594      .515     .567       .666       .700         .735        .773        .769        .614         .542        .144            
t                                                                              
investm                                                                        
ent                                                                            
income                                                                         
 
41. Ne               
 .701      (1.031)  .601      .125         .419         (.160)      .050        .060        (.800)       .693        (.137)          
t                                                                              
realized                                                                       
and                                                                            
unrealiz                                                                       
ed gain                                                                        
(loss)                                                                         
 
42. Tot              
1.295     (.516)    1.168    .791         1.119        .575        .823        .829        (.186)       1.235       .007            
al from                                                                        
investm                                                                        
ent                                                                            
operatio                                                                       
ns                                                                             
 
43.Less                           
Distribut                                                                      
ions                                                                           
 
44. Fr               
(.585)    (.504)    (.558)   (.651)       (.679)       (.735)      (.773)      (.769)      (.614)       (.515)      (.157)          
om net                                                                         
investm                                                                        
ent                                                                            
income                                                                         
 
45. Fr               
- --        (.130)    (.200)    --           --          --          --          --          --           --          --              
om net                                                                         
realized                                                                       
gain                                                                           
 
 46. In         
- --        (.030)       --     --          --           --          --          --          --           --          --              
 excess                                                                   
 of net                                                                   
 realized                                                                
 gain                                                                     
 
47. Tot              
(.585)    (.664)    (.758)      (.651)       (.679)       (.735)      (.773)      (.769)      (.614)       (.515)       (.157)    
al                                                                             
distributi                                                                     
ons                                                                            
 
48.Net              
$ 9.670   $ 8.960   $ 10.140   $ 9.730      $ 9.590      $ 9.150     $ 9.310     $ 9.260     $ 9.200      $ 9.670     $ 8.950    
asset                                                                          
value,                                                                         
end of                                                                         
period                                                                         
 
49.Total             
14.91%    (5.27)%    12.53%    8.49%        12.65%     6.48%       9.37%       9.34%       (1.84)%      14.19%      .10%            
returnD                                                                    
 
50.Net              
$ 208,62  $ 114,45  $ 69,876  $ 23,281     $ 13,058   $ 9,822     $ 8,203     $ 6,590     $ 4,584      $ 11,766    $ 2,062          
assets,             
0         3                                         
end of                                                                         
period                                                                         
(000                                                                           
omitted)                                                                       
 
51.Rati              
 .89%F    .74%F      .68%F        1.10%F       1.10%F       1.10%F      1.10%F      1.10%F      1.29%A,F     1.65%F     1.70%A,F
o of         
expense                                                                        
s to                                                                           
average                                                                        
net                                                                            
assets                                                                         
 
52.Rati              
6.34%     6.18%      6.11%      6.98%        7.47%        8.04%      8.45%       8.30%       8.12%A       5.58%       5.22%A    
o of net                                                                       
investm                                                                        
ent                                                                            
income                                                                         
to                                                                             
average                                                                         
net                                                                            
assets                                                                         
 
53.Portf             
261%      313%      333%       315%          54%          31%         42%         44%         32%A         261%       313%      
olio                                                                          
turnover                                                                  
 rate                                                                     
 
</TABLE>
 
 INTERMEDIATE BOND (FORMERLY  LIMITED TERM BOND ) 
54.Sele          Class A                Class B          
cted                                                                         
Per-Sha                                                                      
re Data                                                                      
and                                                                          
Ratios                                                                       
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>          <C>         <C>          <C>          <C>              
 Years              1995         1994E        1993         1992C        1995        1994C       
ended                                                                                                                         
Novembe                                                                                                                       
r 30                                                                                                                          
 
55.Net              $ 10.260     $ 11.140     $ 10.640     $ 10.960     $ 10.250    $ 10.430         
asset                                                                                                                         
value,                                                                                                                        
beginnin                                                                                                                      
g of                                                                                                                          
period                                                                                                                        
 
56.Inco                                                                                              
me from                                                                                                                       
Investm                                                                                                                       
ent                                                                                                                           
Operati                                                                                                                       
ons                                                                                                                           
 
57. Ne               .649         .609         .785         .170         .579        . 204      
t                                                                                                                             
investm                                                                                                                       
ent                                                                                                                           
income                                                                                                                        
 
58. Ne               .491         (.876)       .511         (.320)       .483        (.178)          
t                                                                                                                             
realized                                                                                                                      
and                                                                                                                           
unrealiz                                                                                                                      
ed gain                                                                                                                  
  (loss)                                                                                                                 
 
59. Tot              1.140        (.267)       1.296        (.150)       1.062       .02 6      
al from                                                                                                                       
investm                                                                                                                       
ent                                                                                                                           
operatio                                                                                                                      
ns                                                                                                                            
 
60.Less                                                                                              
Distribut                                                                                                                     
ions                                                                                                                          
 
61. Fr               (.640)       (.555)       (.796)       (.170)       (.562)      (. 187 )   
om net                                                                                                                        
investm                                                                                                                       
ent                                                                                                                           
income                                                                                                                        
 
 62. Re              --           (.058)       --           --           --           (.019)    
 turn of                                                                                                                 
 capital                                                                                                                 
 
63. Tot              (.640)       (.613)       (.796)       (.170)       (.562)       (.206)    
al                                                                                                                            
distributi                                                                                                                    
ons                                                                                                                           
 
64.Net              $ 10.760     $ 10.260     $ 11.140     $ 10.640     $ 10.750    $ 10.250         
asset                                                                                                                         
value,                                                                                                                        
end of                                                                                                                        
period                                                                                                                        
 
65.Total             11.43%       (2.44)%      12.50%       (1.37)%      10.62%      .24%            
returnD                                                                                                                        
 
66.Net              $ 228,43     $ 141,86     $ 59,184     $ 2,583      $ 15,830    $ 3 ,156    
assets,             9            6                                                                                  
end of                                                                                                                        
period                                                                                                                        
( 000                                                                                                                    
 omitted )                                                                                                               
 
67.Rati              .94%F        1.02%F       1.23%        .82%A        1.70%F      1.65%A,F  
o of                                                                                                                          
expense                                                                                                                       
s to                                                                                                                          
average                                                                                                                       
net                                                                                                                           
assets                                                                                                                        
 
68.Rati              6.20%        6.04%        6.81%        7.67%A       5.44%       5.42%A          
o of net                                                                                                                      
investm                                                                                                                       
ent                                                                                                                           
income                                                                                                                        
to                                                                                                                            
average                                                                                                                       
net                                                                                                                           
assets                                                                                                                        
 
69.Portf             189%         68%          59%          7%           189%        68%             
olio                                                                                                                          
turnover                                                                                                                 
 rate                                                                                                                    
 
</TABLE>
 
A ANNUALIZED.
B JANUARY 7, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C  COMMENCEMENT OF SALE OF INTERMEDIATE BOND CLASS A SHARES SEPTEMBER 10,
1992; COMMENCEMENT OF SALE OF GOVERNMENT INVESTMENT AND INTERMEDIATE BOND
CLASS B SHARES JUNE 30, 1994. 
D TOTAL RETURNS DO NOT INCLUDE THE  EFFECTS OF  SALES CHARGE S  AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.  THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN. 
E  EFFECTIVE NOVEMBER 1, 1993 AND DECEMBER 1, 1993, GOVERNMENT INVESTMENT
AND INTERMEDIATE BOND, RESPECTIVELY, ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES. 
F  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER. 
SHORT FIXED-INCOME
 
<TABLE>
<CAPTION>
<S>        <C>       <C>       <C>       <C>       <C>              <C>       <C>       <C>       <C>   
70.Sele                         Class A                         
cted                                                                                                    
Per-Sha                                                                                                 
re Data                                                                                                 
and                                                                                                     
Ratios                                                                                                  
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>         <C>           <C>         <C>          <C>           <C>          <C>         <C>          <C>              
71.Year    1995         1994E,G      1993         1992         1991         1990         1989         1988        1987B            
s ended                                         
October                                        
31                                             
 
72.Net     $ 9.480      $ 10.090     $ 9.950      $ 9.870      $ 9.620      $ 9.950      $ 9.940      $ 10.060    $ 10.000         
asset                                          
value,                                         
beginnin                                       
g of                                           
period                                         
 
73.Inco     .403         .479         .732         .830         .848         .868         .832         .852        .101            
me from                                        
Investm                                        
ent                                            
Operati                                        
ons                                            
 Net                                           
investm                                        
ent                                            
income                                         
 
74. Ne      .148         (.501)       .146         .071         .270         (.330)       .010         (.120)      .060            
t                                             
realized                                       
and                                            
unrealiz                                       
ed gain                                        
(loss)                                         
 
75. Tot     .551         (.022)       .878         .901         1.118        .538         .842         .732        .161            
al from                                         
investm                                        
ent                                           
operatio                                       
ns                                             
 
76.Less      (.407)       (.464)       (.738)       (.821)       (.868)       (.868)       (.832)       (.852)      (.101)          
Distribut                                      
ions                                           
 From                                          
net                                            
investm                                        
ent                                            
income                                         
 
 77. In        --           (.044)       --           --           --           --           --           --           --        
 excess                                   
 of net                                   
 investm                                  
 ent                                      
 income                                   
 
 78. Re       (.154)       (.080)       --           --           --           --           --           --           --        
 turn of                                  
 capital                                  
 
 79. Tot        (.561)       (.588)       (.738)       (.821)       (.868)       (.868)       (.832)       (.852)       (.101)    
 al                                       
 Distribut                                
 ions                                     
 
80.Net      $ 9.470      $ 9.480      $ 10.090     $ 9.950      $ 9.870      $ 9.620      $ 9.950      $ 9.940     $ 10.060         
asset                                          
value,                                         
end of                                        
period                                         
 
81.Total     6.05%        (.22)%       9.13%        9.44%        12.19%       5.59%        8.89%        7.56%       1.61%           
returnD                                         
 
82.Net      $ 546,54     $ 787,92     $ 654,20     $ 170,55     $ 25,244     $ 13,062     $ 12,394     $ 13,433    $ 3,252          
assets,     6            6            2            8
end of                                         
period                                         
(000                                           
omitted)                                       
 
83.Rati     .89%         .97%         .95%         .90%F        .90%F        .90%F        .90%F        .90%F       .90%A,F    
o of                                           
expense                                        
s to                                           
average                                       
net                                            
assets                                        
 
84.Rati      6.05%        5.91%        6.77%        7.59%        8.50%        8.86%        8.45%        8.39%       7.65%A          
o of net                                      
investm                                        
ent                                           
income                                        
to                                             
average                                       
net                                            
assets                                         
 
85.Portf     179%         108%         58%          57%          127%         144%         157%         178%        119%A           
olio                                           
turnover                                       
rate                                           
 
</TABLE>
 
HIGH INCOME MUNICIPAL
 
<TABLE>
<CAPTION>
<S>        <C>       <C>       <C>       <C>       <C>              <C>       <C>       <C>       <C>   <C>              <C>   
86.Sele                         Class A                          Class B          
cted                                                                                                                           
Per-Sha                                                                                                                        
re Data                                                                                                                        
and                                                                                                                            
Ratios                                                                                                                         
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                
<C>        <C>        <C>        <C>        <C>       <C>         <C>        <C>      <C>             <C>          <C>              
87.Year             
1995       1994E      1993       1992       1991       1990       1989       1988      1987B           1995        1994C            
s ended                                                                           
October                                                                           
31                                                                                
 
88.Net              
$ 11.220   $ 12.720   $ 11.650   $ 11.410   $ 10.870   $ 10.820   $ 10.460   $ 9.850   $ 10.000        $ 11.210    $ 11.610         
asset                                                                             
value,                                                                            
beginnin                                                                          
g of                                                                              
period                                                                            
 
89.Inco                              
me from                                                                           
Investm                                                                           
ent                                                                               
Operati                                                                          
ons                                                                               
 
90. Ne               
 .700       .689       .710       .774       .803       .811       .800       .750      .092            .612        .188            
t                                                                                 
in terest                                                                    
income                                                                            
 
91. Ne              
 .660      (1.430)    1.100      .250       .660       .150       .410       .610      (.150)          .650        (.400)          
t                                                                                
realized                                                                         
and                                                                              
unrealiz                                                                         
ed gain                                                                           
(loss)                                                                            
 
92. Tot              
1.360      (.741)     1.810      1.024      1.463      .961       1.210      1.360     (.058)          1.262       (.212)          
al from                                                                          
investm                                                                          
ent                                                                               
operatio                                                                          
ns                                                                                
 
93.Less                              
Distribut                                                                        
ions                                                                              
 
94. Fr               
(.700)     (.689)     (.710)     (.774)     (.803)     (.811)     (.800)     (.750)    (.092)          (.612)      (.188)          
om net                                                                            
in terest                                                                    
income                                                                            
 
95. Fr               
- --         (.060)     (.030)     (.010)     (.120)     (.100)     (.050)     --        --              --          --              
om net                                                                            
realized                                                                          
gain                                                                              
 
96. In               
- --         (.010)     --         --         --         --         --         --        --              --          --              
excess                                                                            
of net                                                                           
realized                                                                          
gain                                                                              
 
97. Tot              
(.700)     (.759)     (.740)     (.784)     (.923)     (.911)     (.850)       (.750)      (.092)            (.612)       (.188)    
al                                                                               
distributi                                                                        
ons                                                                               
 
98.Net              
$ 11.880   $ 11.220   $ 12.720   $ 11.650   $ 11.410   $ 10.870   $ 10.820   $ 10.460    $ 9.850           $ 11.860    $ 11.210  
asset                                                                             
value,                                                                            
end of                                                                            
period                                                                            
 
99.Total             
12.50%     (6.03)%    15.95%     9.21%      14.02%     9.28%      12.05%     14.22%      (.58)%            11.57%      (1.86)% 
returnD                                                                             
 
100.Net             
$ 565,13   $ 544,42   $ 497,57   $ 156,65   $ 67,135   $ 22,702   $ 6,669    $ 3,290     $ 1,275           $ 32,395    $ 9,968      
assets,             
1          2          5          9
end of                                                                            
period                                                                            
(000                                                                             
omitted)                                                                          
 
101.Rat              
 .91%       .89%       .92%       .90%F      .90%F      .90%F      .90%F        .89%F       .80%A,F      1.86%F      2.09%A          
io of                                                                             
expense                                                                           
s to                                                                              
average                                                                           
net                                                                               
assets                                                                             
 
102.Rat              
6.06%      5.78%      5.59%      6.59%      7.08%      7.37%      7.60%        7.33%       7.24%A        5.18%       4.58%A         
io of net                                                                         
in terest                                                                    
income                                                                            
to                                                                                
average                                                                          
net                                                                               
assets                                                                            
 
103.Por              
37%        38%        27%        13%        10%        11%        27%          19%          0%          37%         38%             
tfolio                                                                             
turnover                                                                     
 rate                                                                        
 
</TABLE>
 
A ANNUALIZED.
B SEPTEMBER 16, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C COMMENCEMENT OF SALE OF  HIGH INCOME MUNICIPAL  CLASS B SHARES JUNE 30,
1994 . 
D TOTAL RETURNS DO NOT INCLUDE THE  EFFECTS OF  SALES CHARGE S  AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.  THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN. 
E  EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 F  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
 G  AMOUNTS HAVE BEEN ADJUSTED TO CONFORM WITH PRESENT PERIOD ACCOUNTING
POLICIES.
INTERMEDIATE MUNICIPAL INCOME (FORMERLY  LIMITED TERM TAX-EXEMPT ) 
104.Sel          Class A                 Class B          
ected                                                                    
Per-Sha                                                                  
re Data                                                                  
and                                                                      
Ratios                                                                   
 
 
<TABLE>
<CAPTION>
<S>                 <C>         <C>         <C>        <C>             <C>         <C>              
 Years              1995        1994D       1993       1992C            1995       1994C,D     
ended                                                                                                                   
Novembe                                                                                                                 
r 30                                                                                                                    
 
105.Net             $ 9.400     $ 10.46     $ 11.08    $ 11.01          $ 9.400    $ 9.890          
asset                                0           0          0                                                 
value,                                                                                                                  
beginnin                                                                                                                
g of                                                                                                                    
period                                                                                                                  
 
106.Inc                                                                                             
ome                                                                                                                     
from                                                                                                                    
Investm                                                                                                                 
ent                                                                                                                     
Operati                                                                                                                 
ons                                                                                                                     
 
107. Ne              .451        .455        .508       .131             .373       .155            
t                                                                                                                       
int erest                                                                                                          
income                                                                                                                  
 
108. Ne              .980        (1.040      .260       .070             .980       (.490)          
t                                    )                                                                             
realized                                                                                                                
and                                                                                                                     
unrealiz                                                                                                                
ed gain                                                                                                                 
(loss)                                                                                                                  
 
109. Tot             1.431       (.585)      .768       .201             1.353      (.335)          
al from                                                                                                                 
investm                                                                                                                 
ent                                                                                                                     
operatio                                                                                                                
ns                                                                                                                      
 
110.Les                                                                                             
s                                                                                                                       
Distribut                                                                                                               
ions                                                                                                                    
 
111. Fr              (.451)      (.455)      (.508)     (.131)           (.373)     (.155)          
om net                                                                                                                  
in terest                                                                                                          
income                                                                                                                  
 
112. Fr              --          --          (.880)     --               --         --              
om net                                                                                                                  
realized                                                                                                                
gain                                                                                                                    
 
 113. In        --          (.020)      --          --         --         --              
 excess                                                                                                            
 of net                                                                                                            
 realized                                                                                                          
 gain                                                                                                              
 
114. Tot             (.451)      (.475)      (1.388     (.131)           (.373)      (.155)    
al                                                    )                                                            
distributi                                                                                                              
ons                                                                                                                     
 
115.Net             $ 10.38     $ 9.400     $ 10.4     $ 11.08          $ 10.38    $ 9.400          
asset               0                            60         0                0                           
value,                                                                                                                  
end of                                                                                                                  
period                                                                                                                  
 
116.Tot              15.49       (5.78)      7.72%      1.3 7 %     14.60      (3.44 )    
al                  %           %                                            %           %          
returnE                                                                                                             
 
117.Net             $ 62,85     $ 57,38     $ 39,8     $  1,75     $ 6,226    $  1,682    
assets,             2           2           00          2                                           
end of                                                                                                                  
period                                                                                                                  
( 000                                                                                                              
 omitted )                                                                                                         
 
118.Rat              .94%F       .90%F       .90%F      1.04%A,F    1.68%F      1.65%A,F       
io of                                                                  ,                      ,          
expense                                                                                                                 
s to                                                                                                                    
average                                                                                                                 
net                                                                                                                     
assets                                                                                                                  
 
119.Rat              4.56%       4.49%       4.76%      5.65%A      3.71%      3.74%A           
io of net                                                                                                               
in terest                                                                                                          
income                                                                                                                  
to                                                                                                                      
average                                                                                                                 
net                                                                                                                     
assets                                                                                                                  
 
120.Por              53%         53%         46%        36%              53%        53%             
tfolio                                                                                                                  
turnover                                                                                                           
 rate                                                                                                              
 
</TABLE>
 
 SHORT-INTERMEDIATE MUNICIPAL INCOME (FORMERLY  SHORT-INTERMEDIATE
TAX-EXEMPT ) 
121.Sel     Class A          
ected                             
Per-Sha                           
re Data                           
and                               
Ratios                            
 
122.Ye            1995        1994B            
ar s                                          
ended                                              
Novemb                                             
er 30                                              
 
123.Net           $ 9.770     $ 10.000        
asset                                              
value,                                             
beginnin                                           
g of                                               
period                                             
 
124.Inc            .430        .259           
ome                                                
from                                               
Investm                                            
ent                                                
Operati                                            
ons                                                
 Net                                               
interest                                           
income                                             
 
125. Ne            .470        (.230)         
t                                                  
realized                                           
and                                                
unrealiz                                           
ed gain                                            
(loss)                                             
 
126. Tot           .900        .029           
al from                                            
investm                                            
ent                                                
operatio                                           
ns                                                 
 
127.Les            (.430)      (.259)         
s                                                  
Distribut                                          
ions                                               
 From                                              
net                                                
interest                                           
income                                             
 
128.Net           $ 10.240    $ 9.770         
asset                                              
value,                                             
end of                                             
period                                             
 
129.Tot            9.38%       .27%           
al                                                 
returnE                                        
 
130.Net           $ 29,274    $ 16,563        
assets,                                            
end of                                             
period                                             
(000                                               
omitted)                                           
 
131.Rat            .82%F       .75%A,F     
io of                                              
expense                                            
s to                                               
average                                            
net                                                
assets                                             
 
132.Rat            4.25%       3.74%A          
io of net                                          
interest                                           
income                                             
to                                                 
average                                            
net                                                
assets                                             
 
133.Por            80%         111%A           
tfolio                                             
turnover                                           
rate                                               
 
  A  ANNUALIZED.
 B  MARCH 16, 1994 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30, 1994.
 C  COMMENCEMENT OF SALE OF INTERMEDIATE MUNICIPAL INCOME CLASS A SHARES
SEPTEMBER 10, 1992; COMMENCEMENT OF SALE OF INTERMEDIATE MUNICIPAL INCOME
CLASS B SHARES JUNE 30, 1994.
 D  EFFECTIVE DECEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INTEREST INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 E  TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN.
 F  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
NEW YORK  MUNICIPAL INCOME (FORMERLY NEW YORK TAX-FREE)
134.Sel      Class A     Class B    
 ected                                         
 Per-Sha                                       
 re Data                                       
 and                                           
 Ratios                                        
 
 135.Ye         1995B        1995B       
 ars                                               
 ended                                             
 October                                           
 31                                                
 
 136.Net        $ 10.000     $ 10.000    
 asset                                             
 value,                                            
 beginnin                                          
 g of                                              
 period                                            
 
 137.Inc                                 
 ome                                               
 from                                              
 Investm                                           
 ent                                               
 Operati                                           
 ons                                               
 
 138. Ne         .084         .074       
 t                                                 
 investm                                           
 ent                                               
 income                                            
 
 139. Ne         .400         .390       
 t                                                 
 realized                                          
 and                                               
 unrealiz                                          
 ed gain                                           
 (loss)                                            
 
 140. Tot        .484         .464       
 al from                                           
 investm                                           
 ent                                               
 operatio                                          
 ns                                                
 
 141.Les                                 
 s                                                 
 Distribut                                         
 ions                                              
 
 142. Fr         (.084)       (.074)     
 om net                                            
 investm                                           
 ent                                               
 income                                            
 
 143.Net        $ 10.400     $ 10.390    
 asset                                             
 value,                                            
 end of                                            
 period                                            
 
 144.Tot         4.85%        4.65%      
 al                                                
 returnC                                           
 
 145.Net        $ 2,033      $ 1,161     
 assets,                                           
 end of                                            
 period                                            
 (000                                              
 omitted)                                          
 
 146.Rat         1.00%        1.75%      
 io of          A,D          A,D         
 expense                                           
 s to                                              
 average                                           
 net                                               
 assets                                            
 
 147.Rat         4.16%        3.52%      
 io of net      A            A           
 investm                                           
 ent                                               
 income                                            
 to                                                
 average                                           
 net                                               
 assets                                            
 
 148.Por         0%           0%         
 tfolio                                            
 turnover                                          
 rate                                                  
 
   A ANNUALIZED
B AUGUST 21, 1995 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1995
C TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURN WOULD HAVE BEEN
LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIOD SHOWN.
D FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS'S EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS'S EXPENSE RATIO
WOULD HAVE BEEN HIGHER.    
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN and/or YIELD.
For Overseas, Global Resources, Growth Opportunities, Income & Growth, High
Yield, Government Investment, Short Fixed-Income, High Income Municipal,
California Municipal Income   ,     and New York Municipal Income the
fiscal year runs from November 1 to October 31. For Mid Cap, Equity Growth,
Large Cap, Equity Income, Intermediate Bond, Intermediate Municipal Income
and Short-Intermediate Municipal Income the fiscal year runs from December
1 to November 30. For Strategic Income, Strategic Opportunities and
Emerging Markets Income the fiscal year runs from January 1 to December 31.
The tables below show    each class's     performance history. Mid Cap,
Large Cap, and California Municipal Income are expected to commence
operations on or about February 26, 1996. For additional charts
   presenting each class's     calendar year performance, see Appendix B,
beginning on page .
GROWTH FUNDS - CLASS A
      Average Annual Total Return    E       Cumulative Total Return    E       
 
 
<TABLE>
<CAPTION>
<S>             <C>              <C>             <C>              <C>              <C>             <C>              
                Past 1 year      Past 5 years    10 Years/Life    Past 1 year      Past 5 years    10 Years/Life    
                                                 of fund+                                          of fund+         
 
OVER               (0.25)    %      8.76    %       6.99    %        (0.25)    %      52.16    %      45.31    %    
SEAS                                                                                                                
- -                                                                                                                   
CLASS                                                                                                               
A [B]                                                                                                               
 
OVER               (3.74)    %      7.99    %       6.31    %        (3.74)    %      46.83    %      40.22    %    
SEAS                                                                                                                
- -                                                                                                                   
CLASS                                                                                                               
A                                                                                                                   
(LOAD                                                                                                               
ADJ.)                                                                                                               
[A]   [B]                                                                                                           
 
EQUIT              41.11    %       25.40    %      19.98    %       41.11    %       210.04          517.98        
Y                                                                                         %               %         
GROW                                                                                                                
TH -                                                                                                                
CLASS                                                                                                               
A [C]                                                                                                               
 
EQUIT              36.17    %       24.51    %      19.55    %       36.17    %       199.19          496.35        
Y                                                                                         %               %         
GROW                                                                                                                
TH -                                                                                                                
CLASS                                                                                                               
A                                                                                                                   
(LOAD                                                                                                               
ADJ.)                                                                                                               
[A]   [C]                                                                                                           
 
GLOB               11.40    %       15.65    %      15.12    %       11.40    %       106.87          201.95        
AL                                                                                        %               %         
RESO                                                                                                                
URCES                                                                                                               
- -                                                                                                                   
CLASS                                                                                                               
A [B]                                                                                                               
 
GLOB               7.50    %        14.83    %      14.60    %       7.50    %        99.63    %      191.38        
AL                                                                                                        %         
RESO                                                                                                                
URCES                                                                                                               
- -                                                                                                                   
CLASS                                                                                                               
A                                                                                                                   
(LOAD                                                                                                               
ADJ.)                                                                                                               
[A]   [B]                                                                                                           
 
GROW               22.88    %       25.18    %      21.04    %       22.88    %       207.40          357.17        
TH                                                                                        %               %         
OPPO                                                                                                                
RTUNIT                                                                                                              
IES -                                                                                                               
CLASS                                                                                                               
A [B]                                                                                                               
 
GROW               18.58    %       24.29    %      20.50    %       18.58    %       196.64          341.17        
TH                                                                                        %               %         
OPPO                                                                                                                
RTUNIT                                                                                                              
IES -                                                                                                               
CLASS                                                                                                               
A                                                                                                                   
(LOAD                                                                                                               
ADJ.)                                                                                                               
[A]   [B]                                                                                                           
 
STRAT              38.16    %       16.50    %      14.49    %       38.16    %       114.58          286.89        
EGIC                                                                                      %               %         
OPPO                                                                                                                
RTUNIT                                                                                                              
IES -                                                                                                               
CLASS                                                                                                               
A [D]                                                                                                               
 
STRATE             33.32    %       15.67    %      14.08    %       33.32    %       107.07          273.35        
GIC                                                                                       %               %         
OPPO                                                                                                                
RTUNITI                                                                                                             
ES -                                                                                                                
CLASS                                                                                                               
A    
                                                                                                              
       (LOAD                                                                                                        
ADJ.)[A                                                                                                             
]   [D]                                                                                                             
 
EQUIT              29.46    %       19.81    %      13.64    %       29.46    %       146.88          259.16        
Y                                                                                         %               %         
INCO                                                                                                                
ME -                                                                                                                
CLASS                                                                                                               
A [C]                                                                                                               
 
EQUIT              24.93    %       18.96    %      13.24    %       24.93    %       138.24          246.59        
Y                                                                                         %               %         
INCO                                                                                                                
ME -                                                                                                                
CLASS                                                                                                               
A                                                                                                                   
(LOAD                                                                                                               
ADJ.)[                                                                                                              
A]   [C]                                                                                                            
 
INCO               7.85    %        14.44    %      11.55    %       7.85    %        96.27    %      162.36        
ME &                                                                                                      %         
GROW                                                                                                                
TH -                                                                                                                
CLASS                                                                                                               
A [B]                                                                                                               
 
INCO               4.08    %        13.63    %      11.10    %       4.08    %        89.40    %      153.18        
ME &                                                                                                      %         
GROW                                                                                                                
TH -                                                                                                                
CLASS                                                                                                               
A                                                                                                                   
(LOAD                                                                                                               
ADJ.)[                                                                                                              
A][B]                                                                                                               
 
</TABLE>
 
TAXABLE INCOME FUNDS - CLASS A
      Average Annual Total Return    E       Cumulative Total Return    E       
 
 
<TABLE>
<CAPTION>
<S>             <C>             <C>             <C>              <C>             <C>             <C>              
                Past 1 year     Past 5 years    10 Years/Life    Past 1 year     Past 5 years    10 Years/Life    
                                                of fund+                                         of fund+         
 
EMER               6.99    %       n/a             5.20    %        6.99    %       n/a             9.63    %     
GING                                                                                                              
MARK                                                                                                              
ETS                                                                                                               
INCO                                                                                                              
ME -                                                                                                              
CLASS                                                                                                             
A [D]                                                                                                             
 
EMERG              3.24    %       n/a             3.15    %        3.24    %       n/a             5.79    %     
ING                                                                                                               
MARKET                                                                                                            
S                                                                                                                 
INCOM                                                                                                             
E -                                                                                                               
CLASS                                                                                                             
A                                                                                                                 
(LOAD                                                                                                             
ADJ.)[A]                                                                                                          
   [D]                                                                                                            
 
HIGH               15.05    %      19.37    %      13.85    %       15.05    %      142.35          214.26        
YIELD                                                                                   %               %         
- -                                                                                                                 
CLASS                                                                                                             
A [B]                                                                                                             
 
HIGH               11.03    %      18.52    %      13.39    %       11.03    %      133.86          203.26        
YIELD                                                                                   %               %         
- -                                                                                                                 
CLASS                                                                                                             
A                                                                                                                 
(LOAD                                                                                                             
ADJ.)[                                                                                                            
A]   [B]                                                                                                          
 
STRAT              22.02    %      n/a             18.72    %       22.02    %      n/a             22.24    %    
EGIC                                                                                                              
INCO                                                                                                              
ME -                                                                                                              
CLASS                                                                                                             
A [D]                                                                                                             
 
STRAT              17.75    %      n/a             15.16    %       17.75    %      n/a             17.96    %    
EGIC                                                                                                              
INCO                                                                                                              
ME -                                                                                                              
CLASS                                                                                                             
A                                                                                                                 
(LOAD                                                                                                             
ADJ.)[                                                                                                            
A]   [D]                                                                                                          
 
GOVE               14.91    %      8.40    %       7.36    %        14.91    %      49.71    %      87.11    %    
RNME                                                                                                              
NT                                                                                                                
INVES                                                                                                             
TMENT                                                                                                             
- -                                                                                                                 
CLASS                                                                                                             
A [B]                                                                                                             
 
GOVER              10.89    %      7.63    %       6.93    %        10.89    %      44.47    %      80.56    %    
NMENT                                                                                                             
INVEST                                                                                                            
MENT                                                                                                              
- -                                                                                                                 
CLASS                                                                                                             
A                                                                                                                 
(LOAD                                                                                                             
ADJ.)                                                                                                             
[A]   [B]                                                                                                         
 
</TABLE>
 
TAXABLE INCOME FUNDS - CLASS A (CONTINUED)
      Average Annual Total Return    E       Cumulative Total Return    E       
 
 
<TABLE>
<CAPTION>
<S>             <C>             <C>            <C>                     <C>             <C>             <C>                     
                Past 1 year     Past 5 years      10 years/    Life    Past 1 year     Past 5 years       10 years/    Life    
                                               of fund   +                                             of fund   +             
 
INTER              11.43    %      8.61    %      8.86    %               11.43    %      51.16    %      133.66               
MEDI                                                                                                          %                
ATE                                                                                                                            
BOND                                                                                                                           
- -                                                                                                                              
CLASS                                                                                                                          
A [C]                                                                                                                          
 
INTER              8.36    %       8.01    %      8.55    %               8.36    %       47.00    %      127.23               
MEDI                                                                                                          %                
ATE                                                                                                                            
BOND                                                                                                                           
- -                                                                                                                              
CLASS                                                                                                                          
A                                                                                                                              
(LOAD                                                                                                                          
ADJ.)[                                                                                                                         
A]   [C]                                                                                                                       
 
SHORT              6.05    %       7.23    %      7.36    %               6.05    %       41.78    %      78.17    %           
FIXED                                                                                                                          
- -INCO                                                                                                                          
ME -                                                                                                                           
CLASS                                                                                                                          
A [B]                                                                                                                          
 
SHORT              4.46    %       6.91    %      7.16    %               4.46    %       39.65    %      75.49    %           
FIXED                                                                                                                          
- -INCO                                                                                                                          
ME -                                                                                                                           
CLASS                                                                                                                          
A    
                                                                                                                         
       (LOAD                                                                                                                   
ADJ.)[                                                                                                                         
A]   [B]                                                                                                                       
 
</TABLE>
 
MUNICIPAL FUNDS - CLASS A
      Average Annual Total Return    E       Cumulative Total Return    E       
 
 
<TABLE>
<CAPTION>
<S>            <C>             <C>            <C>                     <C>             <C>             <C>                     
               Past 1 year     Past 5 years      10 years/    Life    Past 1 year     Past 5 years       10 years/    Life    
                                              of fund   +                                             of fund   +             
 
HIGH              12.50    %      8.83    %      9.70    %               12.50    %      52.64    %      112.23               
INCO                                                                                                         %                
ME                                                                                                                            
MUNI                                                                                                                          
CIPAL                                                                                                                         
- -                                                                                                                             
CLASS                                                                                                                         
A [B]                                                                                                                         
 
HIGH              8.56    %       8.05    %      9.22    %               8.56    %       47.30    %      104.81               
INCO                                                                                                         %                
ME                                                                                                                            
MUNI                                                                                                                          
CIPAL                                                                                                                         
- -                                                                                                                             
CLASS                                                                                                                         
A                                                                                                                             
(LOAD                                                                                                                         
ADJ.)[                                                                                                                        
A]   [B]                                                                                                                      
 
INTER             15.49    %      6.68    %      7.06    %               15.49    %      38.14    %      97.86    %           
MEDI                                                                                                                          
ATE                                                                                                                           
MUNI                                                                                                                          
CIPAL                                                                                                                         
INCO                                                                                                                          
ME -                                                                                                                          
CLASS                                                                                                                         
A [C]                                                                                                                         
 
INTER             12.31    %      6.08    %      6.76    %               12.31    %      34.34    %      92.42    %           
MEDI                                                                                                                          
ATE                                                                                                                           
MUNI                                                                                                                          
CIPAL                                                                                                                         
INCO                                                                                                                          
ME -                                                                                                                          
CLASS                                                                                                                         
A                                                                                                                             
(LOAD                                                                                                                         
ADJ.)[                                                                                                                        
A]   [C]                                                                                                                      
 
SHORT             9.38    %       n/a            5.54    %               9.38    %       n/a             9.68    %            
- -INTER                                                                                                                        
MEDI                                                                                                                          
ATE                                                                                                                           
MUNI                                                                                                                          
CIPAL                                                                                                                         
INCO                                                                                                                          
ME -                                                                                                                          
CLASS                                                                                                                         
A [C]                                                                                                                         
 
SHORT             7.74    %       n/a            4.62    %               7.74    %       n/a             8.03    %            
- -INTER                                                                                                                        
MEDI                                                                                                                          
ATE                                                                                                                           
MUNI                                                                                                                          
CIPAL                                                                                                                         
INCO                                                                                                                          
ME -                                                                                                                          
CLASS                                                                                                                         
A                                                                                                                             
(LOAD                                                                                                                         
ADJ.)[                                                                                                                        
A]   [C]                                                                                                                      
 
</TABLE>
 
STATE MUNICIPAL FUNDS - CLASS A
      Average Annual Total Return    E       Cumulative Total Return    E       
 
 
<TABLE>
<CAPTION>
<S>            <C>           <C>            <C>                     <C>           <C>            <C>                     
               Past 1 year   Past 5 years      10 years/    Life    Past 1 year   Past 5 years      10 years/Life        
                                            of fund   +                                             of fund+             
 
NEW               n/a           n/a            n/a                     n/a           n/a            4.85    %            
YORK                                                                                                                     
MUNI                                                                                                                     
CIPAL                                                                                                                    
INCO                                                                                                                     
ME -                                                                                                                     
CLASS                                                                                                                    
A [B]                                                                                                                    
 
NEW               n/a           n/a            n/a                     n/a           n/a            1.18    %            
YORK                                                                                                                     
MUNI                                                                                                                     
CIPAL                                                                                                                    
INCO                                                                                                                     
ME -                                                                                                                     
CLASS                                                                                                                    
A                                                                                                                        
(LOAD                                                                                                                    
ADJ.)[                                                                                                                   
A]   [B]                                                                                                                 
 
</TABLE>
 
GROWTH FUNDS - CLASS B
      Average Annual Total Return    E       Cumulative Total Return    E       
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>              <C>             <C>                     <C>              <C>             <C>                     
                  Past 1 year      Past 5 years       10 years/    Life    Past 1 year      Past 5 years       10 years/    Life    
                                                   of fund   +                                              of fund   +             
 
OVER                 (0.25)    %      8.76    %       6.99    %               (0.25)    %      52.16    %      45.31    %           
SEAS                                                                                                                                
- -                                                                                                                                   
CLASS                                                                                                                               
B    [B]                                                                                                                            
 
OVER                 (4.21)    %      8.61    %       6.99    %               (4.21)    %      51.16    %      45.31    %           
SEAS                                                                                                                                
- -                                                                                                                                   
CLASS                                                                                                                               
B                                                                                                                                   
(LOAD                                                                                                                               
ADJ.)[                                                                                                                              
A]   [B]                                                                                                                            
 
GLOB                 11.28    %       15.62    %      15.11    %              11.28    %       106.66          201.64               
AL                                                                                                 %               %                
RESO                                                                                                                                
URCES                                                                                                                               
- -                                                                                                                                   
CLASS                                                                                                                               
B    [B]                                                                                                                            
 
GLOB                 7.28    %        15.51    %      14.60    %              7.28    %        105.66          191.38               
AL                                                                                                 %               %                
RESO                                                                                                                                
URCES                                                                                                                               
- -                                                                                                                                  
CLASS                                                                                                                               
B                                                                                                                                   
(LOAD                                                                                                                               
ADJ.)[                                                                                                                             
A]   [B]                                                                                                                            
 
STRAT                37.35    %       16.35    %      14.41    %              37.35    %       113.22          284.43               
EGIC                                                                                              %               %                
OPPO                                                                                                                               
RTUNIT                                                                                                                             
IES -                                                                                                                              
CLASS                                                                                                                              
B    [D]                                                                                                                           
 
STRATE               33.35    %       16.24    %      14.41    %              33.35    %       112.22          284.43               
GIC                                                                                               %               %                
OPPO                                                                                                                               
RTUNITI                                                                                                                            
ES -                                                                                                                               
CLASS                                                                                                                               
B                                                                                                                                  
       (LOAD                                                                                                                        
ADJ.)                                                                                                                               
       [A]   [D]                                                                                                                    
 
EQUIT                28.95    %       19.70    %      13.59    %              28.95    %       145.74          257.49               
Y                                                                                                 %               %                
INCO                                                                                                                               
ME -                                                                                                                               
CLASS                                                                                                                              
B    [C]                                                                                                                            
 
EQUIT                24.95    %       19.60    %      13.59    %              24.95    %       144.74          257.49               
Y                                                                                                 %               %                
INCO                                                                                                                               
ME -                                                                                                                                
CLASS                                                                                                                              
B                                                                                                                                  
(LOAD                                                                                                                              
ADJ.)[                                                                                                                             
A]   [C]                                                                                                                           
 
</TABLE>
 
TAXABLE INCOME FUNDS - CLASS B
      Average Annual Total Return   E       Cumulative Total Return   E       
 
 
<TABLE>
<CAPTION>
<S>            <C>             <C>             <C>                     <C>             <C>             <C>                     
               Past 1 year     Past 5 years       10 years/    Life    Past 1 year     Past 5 years       10 years/    Life    
                                               of fund   +                                             of fund   +             
 
EMER              6.38    %       n/a             4.58    %               6.38    %       n/a             8.46    %            
GING                                                                                                                           
MARK                                                                                                                           
ETS                                                                                                                            
INCO                                                                                                                           
ME -                                                                                                                           
CLASS                                                                                                                          
B    [D]                                                                                                                       
 
EMERG             2.47    %       n/a             3.09    %               2.47    %       n/a             5.67    %            
ING                                                                                                                            
MARKET                                                                                                                         
S                                                                                                                              
INCOM                                                                                                                          
E -                                                                                                                            
CLASS                                                                                                                          
B                                                                                                                              
(LOAD                                                                                                                          
ADJ.)[A]                                                                                                                       
   [D]                                                                                                                         
 
HIGH              14.12    %      19.06    %      13.68    %              14.12    %      139.20          210.19               
YIELD                                                                                         %               %                
- -                                                                                                                              
CLASS                                                                                                                          
B    [B]                                                                                                                       
 
HIGH              10.12    %      18.96    %      13.39    %              10.12    %      138.20          203.26               
YIELD                                                                                         %               %                
- -                                                                                                                              
CLASS                                                                                                                          
B                                                                                                                              
(LOAD                                                                                                                          
ADJ.)[                                                                                                                         
A]   [B]                                                                                                                       
 
STRAT             21.35    %      n/a             17.93    %              21.35    %      n/a             21.28    %           
EGIC                                                                                                                           
INCO                                                                                                                           
ME -                                                                                                                           
CLASS                                                                                                                          
B    [D]                                                                                                                       
 
STRAT             17.35    %      n/a             15.43    %              17.35    %      n/a             18.28    %           
EGIC                                                                                                                           
INCO                                                                                                                           
ME -                                                                                                                           
CLASS                                                                                                                          
B                                                                                                                              
(LOAD                                                                                                                          
ADJ.)[                                                                                                                         
A]   [D]                                                                                                                       
 
GOVE              14.19    %      8.18    %       7.23    %               14.19    %      48.14    %      85.15    %           
RNME                                                                                                                           
NT                                                                                                                             
INVES                                                                                                                          
TMENT                                                                                                                          
- -                                                                                                                              
CLASS                                                                                                                          
B    [B]                                                                                                                       
 
GOVE              10.19    %      8.03    %       6.93    %               10.19    %      47.14    %      80.56    %           
RNME                                                                                                                           
NT                                                                                                                             
INVEST                                                                                                                         
MENT                                                                                                                           
- -                                                                                                                              
CLASS                                                                                                                          
B                                                                                                                              
(LOAD                                                                                                                          
ADJ.)[A                                                                                                                        
]   [B]                                                                                                                        
 
INTER             10.62    %      8.35    %       8.73    %               10.62    %      49.34    %      130.84               
MEDI                                                                                                          %                
ATE                                                                                                                            
BOND                                                                                                                           
- -                                                                                                                              
CLASS                                                                                                                          
B   [C]                                                                                                                        
 
INTER             7.62    %       8.35    %       8.73    %               7.62    %       49.34    %      130.84               
MEDI                                                                                                          %                
ATE                                                                                                                            
BOND                                                                                                                           
- -                                                                                                                              
CLASS                                                                                                                          
B                                                                                                                              
(LOAD                                                                                                                          
ADJ.)[                                                                                                                         
A]   [C]                                                                                                                       
 
</TABLE>
 
MUNICIPAL FUNDS - CLASS B
      Average Annual Total Return   E       Cumulative Total Return   E       
 
 
<TABLE>
<CAPTION>
<S>            <C>             <C>            <C>                     <C>             <C>             <C>                     
               Past 1 year     Past 5 years      10 years/    Life    Past 1 year     Past 5 years       10 years/    Life    
                                              of fund   +                                             of fund   +             
 
HIGH              11.57    %      8.54    %      9.52    %               11.57    %      50.66    %      109.48               
INCO                                                                                                         %                
ME                                                                                                                            
MUNI                                                                                                                          
CIPAL                                                                                                                         
- -                                                                                                                             
CLASS                                                                                                                         
B    [B]                                                                                                                      
 
HIGH              7.57    %       8.40    %      9.22    %               7.57    %       49.66    %      104.81               
INCO                                                                                                         %                
ME                                                                                                                            
MUNI                                                                                                                          
CIPAL                                                                                                                         
- -                                                                                                                             
CLASS                                                                                                                         
B                                                                                                                             
(LOAD                                                                                                                         
ADJ.)[                                                                                                                        
A]   [B]                                                                                                                      
 
INTER             14.60    %      6.43    %      6.94    %               14.60    %      36.54    %      95.57    %           
MEDI                                                                                                                          
ATE                                                                                                                           
MUNI                                                                                                                          
CIPAL                                                                                                                         
INCO                                                                                                                          
ME -                                                                                                                          
CLASS                                                                                                                         
B    [C]                                                                                                                      
 
INTER             11.60    %      6.43    %      6.94    %               11.60    %      36.54    %      95.57    %           
MEDI                                                                                                                          
ATE                                                                                                                           
MUNI                                                                                                                          
CIPAL                                                                                                                         
INCO                                                                                                                          
ME -                                                                                                                          
CLASS                                                                                                                         
B                                                                                                                             
(LOAD                                                                                                                         
ADJ.)[                                                                                                                        
A]   [C]                                                                                                                      
 
</TABLE>
 
STATE MUNICIPAL FUNDS - CLASS B
      Average Annual Total Return   E       Cumulative Total Return   E       
 
 
<TABLE>
<CAPTION>
<S>            <C>           <C>            <C>                     <C>           <C>            <C>                     
               Past 1 year   Past 5 years      10 years/    Life    Past 1 year   Past 5 years      10 years/    Life    
                                            of fund   +                                          of fund   +             
 
NEW               n/a           n/a            n/a                     n/a           n/a            4.65    %            
YORK                                                                                                                     
MUNI                                                                                                                     
CIPAL                                                                                                                    
INCO                                                                                                                     
ME -                                                                                                                     
CLASS                                                                                                                    
B    [B]                                                                                                                 
 
NEW               n/a           n/a            n/a                     n/a           n/a            0.65    %            
YORK                                                                                                                     
MUNI                                                                                                                     
CIPAL                                                                                                                    
INCO                                                                                                                     
ME -                                                                                                                     
CLASS                                                                                                                    
B                                                                                                                        
(LOAD                                                                                                                    
ADJ.)[                                                                                                                   
A]   [B]                                                                                                                 
 
</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; JANUARY 6, 1987 FOR INCOME & GROWTH; 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; MARCH 16, 1994 FOR SHORT-INTERMEDIATE MUNICIPAL INCOME; AND
AUGUST 21, 1995 FOR NEW YORK MUNICIPAL INCOME) THROUGH THE FISCAL YEAR
ENDED 1995.
A LOAD ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING CLASS A'S MAXIMUM
3.50% FRONT-END SALES CHARGE FOR THE EQUITY FUNDS AND BOND FUNDS; 2.75% FOR
THE INTERMEDIATE-TERM BOND FUNDS; AND 1.50% FOR THE SHORT-TERM BOND FUNDS.
 LOAD ADJUSTED RETURNS FOR CLASS B SHARES OF THE EQUITY FUNDS AND BOND
FUNDS REFLECT CONTINGENT DEFERRED SALES CHARGES (CDSC) FOR THE PERIODS OF: 
ONE YEAR OR LESS, 4%; GREATER THAN ONE YEAR TO THREE YEARS, 3%; GREATER
THAN THREE TO FOUR YEARS, 2%; GREATER THAN FOUR TO FIVE YEARS, 1%; GREATER
THAN FIVE YEARS, 0%.  CLASS B SHARE LOAD ADJUSTED RETURNS FOR THE
INTERMEDIATE-TERM BOND FUNDS REFLECT CDSCS FOR THE PERIODS OF:  ONE YEAR OR
LESS, 3%; GREATER THAN ONE YEAR TO TWO YEARS, 2%; GREATER THAN TWO TO THREE
YEARS, 1%; GREATER THAN THREE YEARS, 0%.
B FISCAL YEAR ENDED OCTOBER 31, 1995
C FISCAL YEAR ENDED NOVEMBER 30, 1995
D FISCAL YEAR ENDED DECEMBER 31, 1995
E INITIAL OFFERING OF CLASS A SHARES FOR EQUITY GROWTH, EQUITY INCOME,
INTERMEDIATE BOND, AND INTERMEDIATE MUNICIPAL INCOME TOOK PLACE ON
SEPTEMBER 10, 1992, AND BEAR A 12B-1 FEE (AT THEN CURRENTLY APPLICABLE
RATES FOR EQUITY GROWTH AND EQUITY INCOME OF 0.65%, AND FOR INTERMEDIATE
BOND AND INTERMEDIATE MUNICIPAL INCOME OF 0.25%) WHICH IS NOT REFLECTED IN
PRIOR DATE RETURNS.  RETURNS PRIOR TO SEPTEMBER 10, 1992 ARE THOSE OF
INSTITUTIONAL CLASS, THE ORIGINAL CLASS OF EACH FUND WHICH DOES NOT BEAR A
12B-1 FEE.  CLASS A SHARE RETURNS WOULD HAVE BEEN LOWER HAD ITS 12B-1 FEE
BEEN REFLECTED IN PRIOR DATE RETURNS.
 INITIAL OFFERING OF CLASS A SHARES FOR STRATEGIC OPPORTUNITIES TOOK PLACE
ON AUGUST 20, 1986, AND BEAR A 12B-1 FEE (AT A THEN CURRENTLY APPLICABLE
RATE OF 0.65%) WHICH IS NOT REFLECTED IN PRIOR DATE RETURNS.  RETURNS PRIOR
TO AUGUST 20, 1986 ARE THOSE OF INITIAL CLASS, THE ORIGINAL CLASS OF THE
FUND WHICH DOES NOT BEAR A 12B-1 FEE.  CLASS A SHARE RETURNS WOULD HAVE
BEEN LOWER HAD ITS 12B-1 FEES BEEN REFLECTED IN PRIOR DATE RETURNS.
 INITIAL OFFERING OF CLASS B SHARES FOR EQUITY INCOME, INTERMEDIATE BOND,
AND INTERMEDIATE MUNICIPAL INCOME TOOK PLACE ON JUNE 30, 1994, AND BEAR A
12B-1 AND SHAREHOLDER SERVICING FEE (AT A THEN CURRENTLY APPLICABLE
COMBINED RATE OF 1.00%) WHICH IS NOT REFLECTED IN PRIOR DATE RETURNS. 
RETURNS PRIOR TO JUNE 30, 1994, AND SEPTEMBER 10, 1992, ARE THOSE OF CLASS
A AND INSTITUTIONAL CLASS SHARES, RESPECTIVELY.  CLASS A RETURNS INCLUDE A
THEN CURRENTLY APPLICABLE 12B-1 FEE OF 0.65% FOR EQUITY INCOME, AND 0.25%
FOR INTERMEDIATE BOND AND INTERMEDIATE MUNICIPAL INCOME.  INSTITUTIONAL
CLASS, THE ORIGINAL CLASS OF THESE FUNDS, DOES NOT BEAR A 12B-1 FEE.  CLASS
B SHARE RETURNS WOULD HAVE BEEN LOWER HAD ITS 12B-1 AND SHAREHOLDER
SERVICING FEES BEEN REFLECTED IN PRIOR DATE RETURNS.
 INITIAL OFFERING OF CLASS B SHARES FOR STRATEGIC OPPORTUNITIES TOOK PLACE
ON JUNE 30, 1994, AND BEAR A 12B-1 AND SHAREHOLDER SERVICING FEE (AT A THEN
CURRENTLY APPLICABLE COMBINED RATE OF 1.00%) WHICH IS NOT REFLECTED IN
PRIOR DATE RETURNS.  RETURNS PRIOR TO JUNE 30, 1994, AND AUGUST 20, 1986,
ARE THOSE OF CLASS A AND INITIAL CLASS SHARES, RESPECTIVELY.  CLASS A
RETURNS INCLUDE A THEN APPLICABLE 12B-1 FEE OF 0.65%.  INITIAL CLASS, THE
ORIGINAL CLASS OF THE FUND, DOES NOT BEAR A 12B-1 FEE.  CLASS B SHARE
RETURNS WOULD HAVE BEEN LOWER HAD ITS 12B-1 FEE AND SHAREHOLDER SERVICING
FEE BEEN REFLECTED IN PRIOR DATE RETURNS.
 INITIAL OFFERING OF CLASS B SHARES FOR EMERGING MARKETS INCOME, HIGH
YIELD, GOVERNMENT INVESTMENT, AND HIGH INCOME MUNICIPAL TOOK PLACE ON JUNE
30, 1994, AND BEAR A 12B-1 AND SHAREHOLDER SERVICING FEE (AT A THEN
CURRENTLY APPLICABLE COMBINED RATE OF 1.00%) WHICH IS NOT REFLECTED IN
PRIOR DATE RETURNS.  RETURNS PRIOR TO JUNE 30, 1994, ARE THOSE OF CLASS A
SHARES, THE ORIGINAL CLASS OF THESE FUNDS AND INCLUDE THEN APPLICABLE CLASS
A 12B-1 FEES OF 0.25%.  CLASS B RETURNS WOULD HAVE BEEN LOWER HAD ITS 12B-1
AND SHAREHOLDER SERVICING FEE BEEN REFLECTED IN PRIOR DATE RETURNS.
 INITIAL OFFERING OF CLASS B SHARES FOR OVERSEAS AND GLOBAL RESOURCES TOOK
PLACE ON JULY 3, 1995, AND BEAR A 12B-1 AND SHAREHOLDER SERVICING FEE (AT A
THEN CURRENTLY APPLICABLE COMBINED RATE OF 1.00%) WHICH IS NOT REFLECTED IN
PRIOR DATE RETURNS.  RETURNS PRIOR TO JULY 3, 1995 ARE THOSE OF CLASS A
SHARES, THE ORIGINAL CLASS OF THESE FUNDS AND INCLUDE THEN APPLICABLE CLASS
A 12B-1 FEES OF 0.65%.  CLASS B SHARE RETURNS WOULD HAVE BEEN LOWER HAD ITS
12B-1 FEES BEEN REFLECTED IN PRIOR DATE RETURNS.    
 
The exclusion of any applicable sales charge from a performance calculation
produces a higher return.
If FMR had not reimbursed certain fund expenses during these periods, total
returns would have been lower.
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, a fund may from time to time use a security's coupon
rate instead of its yield to maturity in order to reflect the risk premium
on that security. This practice will have the effect of reducing a fund's
yield. 
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
THE COMPETITIVE FUNDS AVERAGE is each fund's applicable Lipper Funds
Average, which reflects the performance of mutual funds with similar
objectives. Each fund's applicable average assumes reinvestment of
distributions, and is published by Lipper Analytical Services, Inc.
   S&P 500 is the Standard & Poor's Composite Index of 500 stocks (S&P
500(registered trademark)), a widely recognized, unmanaged index of common
stock prices. The S&P 500 figures assume reinvestment of all dividends paid
by stocks included in the index. They do not, however, include any
allowance for brokerage commissions or other fees you would pay if you
actually invested in those stocks.
SALOMON BROTHERS TREASURY/AGENCY INDEX is a market capitalization weighted
index which represents the Treasury and Agency components of the Solomon
Brothers Broad Investment-Grade Bond Index comprised of U.S. Treasury and
U.S. Government agency securities with fixed-rate coupons. 
LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX (INTERMEDIATE) is comprised
of public obligations issued by the U.S. Treasury, U.S. Government agencies
and quasi federal corporations and publicly issued, investment grade
dollar-denominated corporate debt. The index includes issues with
maturities of up to ten years.
MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALASIA, AND FAR EAST
INDEX (EAFE INDEX) is a unmanaged index of over 1,000 foreign stock prices.
The EAFE Index may be compiled in two ways: a capitalization weighted
(cap-weighted) version and a gross domestic product weighted (GDP-weighted)
version.     
Each class of each of the Equity Funds may quote its adjusted net asset
value including all distributions paid. This value may be averaged over
specified periods and may be used to calculate a class's moving average.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report, please contact your
investment professional.
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 Growth, Mid Cap and Large
Cap are diversified funds 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. Intermediate 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    and New York
Municipal Income and California Municipal Income are non-diversified funds
    of Fidelity Advisor Series V, a Massachusetts business trust organized
on April 24, 1986. Intermediate Municipal Income is a diversified fund and
Short-Intermediate Municipal Income is a non-diversified fund of Fidelity
Advisor Series VI, a Massachusetts business trust organized on June 1,
1983. 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. 
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 transfer agent will mail proxy materials in advance, including a voting
card and information about the proposals to be voted on. For shareholders
of Overseas, Mid Cap, Equity Growth, Strategic Opportunities, Large Cap,
Emerging Markets Income, and Strategic Income, 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, Intermediate Bond, Short Fixed-Income, High Income Municipal,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income, and New York Municipal Income the number of
votes you are entitled to is based upon the dollar value of your
investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust, respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operation.
The funds are managed by FMR, which chooses each fund's investments and
handles its business affairs. FMR chooses investments with the assistance
of foreign affiliates    for all funds except     Government Investment,
High Income Municipal, Intermediate Municipal Income, Short-Intermediate
Municipal Income, California Municipal Income, and New York Municipal
Income.
As of    December 31    , 19   95    , FMR advised funds having
approximately    23     million shareholder accounts with a total value of
more than $   354     billion.
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.
   John H. Carlson is manager of Advisor Emerging Markets Income, which he
has managed since joining Fidelity in June 1995. Mr. Carlson is also lead
manager of Advisor Strategic Income, which he has managed since August
1995, and is manager of the fund's emerging market investments. Mr. Carlson
also manages New Markets Income.     Previously, he was executive director
of emerging markets at Lehman Brothers I   nternational, London    . From
1990 to 1992, Mr. Carlson was executive vice president of capital markets
for Daiwa Securities America.
Bettina E. Doulton is    vice president and     manager of Advisor Equity
Income, which she has managed since August 1993. Ms. Doulton is also
manager of VIP Equity-Income, which she has managed since July 1993 and
Value Fund, which she has managed since March 1995. Previously, she managed
Select Automotive Portfolio and    was an assistant to Peter Lynch on    
Magellan(registered trademark). Ms. Doulton also served as an analyst
following the automotive and tire manufacturing industry as well as the
gaming and lodging industry. Ms. Doulton joined Fidelity in 1986.
Margaret L. Eagle is vice president and manager of Advisor High Yield,
which she has managed since it began in January 1987, and has been manager
of Advisor Strategic Income's high yield investments since January 1996.   
    Previously, she managed Spartan High Income   ,     High Income (now
Capital & Income)   , and several pension fund accounts    . 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(registered trademark). Mr. Frank joined Fidelity in 1979.
Kevin    E.     Grant is vice president and manager of Advisor Intermediate
Bond, which he has managed since October 1995, and has been manager of
Advisor Strategic Income's    U.S. government and     domestic investment
grade investments since January 1996. Mr. Grant also manages Spartan Ginnie
Mae, Ginnie Mae, and Mortgage Securities. Previously, he was vice president
and chief strategist for mortgage-backed securities at Morgan Stanley and
an investment director at Aetna   .     Mr. Grant joined Fidelity in 1993.
Robert    J    . 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 R. Hickling is vice president and 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    C.     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,
Spartan Ginnie Mae and Mortgage Securities. Mr. Ives joined Fidelity in
1991,    and     receiv   ed     an M.B.A. from the University of Chicago.
Jonathan    M.     Kelly has been manager of Advisor Strategic Income's
foreign bond investments in developed markets since January 1996.
Previously, he managed Advisor Emerging Markets Income, and New Markets
Income. Mr. Kelly 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.
Norman    U.     Lind is vice president and manager of Advisor
Short-Intermediate Municipal Income, which he has managed since October
1995   , and is manager of     Advisor New York Municipal Income,    which
he has managed since August 1995. Mr. Lind also manages     New York
Tax-Free Insured, New York Tax-Free High Yield, Spartan New York Municipal
High Yield, Spartan Intermediate Municipal, Spartan Short-Intermediate
Municipal, and Spartan New York Intermediate Municipal. Previously, he
served as the leader of the municipal bond research group. Mr. Lind joined
Fidelity in 1986.
Malcolm W. MacNaught is vice president and manager of Advisor Global
Resources, which he has managed since December 1987. Mr. MacNaught also
manages Select Precious Metals and Minerals   . Previously he managed
    Select American Gold. Mr. MacNaught joined Fidelity in 1968.
John    B.     McDowell is manager of Advisor Large Cap, which he has
managed since February 199   6    . Mr. McDowell also has been a senior
vice president for Fidelity Management Trust Company and lead portfolio
manager for Fidelity Earnings Growth discipline accounts since 1990. Mr.
McDowell joined Fidelity in 1985.
Charles    S.     Morrison is manager of Advisor Short Fixed-Income, which
he has managed since February 1995.    Mr. Morrison     also manages
Spartan Short-Term Income   ,     Short-Term Bond   , and Short-Term World
Income    . Mr. Morrison is vice president of Fidelity Management Trust
Company.    Mr. Morrison     joined Fidelity in 1987.
David    L.     Murphy is manager of Advisor Intermediate Municipal Income,
which he has managed since March 1995. Mr. Murphy also manages High Yield
Tax-Free, Spartan Municipal Income, and Limited Term Municipals.
Previously, he managed Advisor Short-Intermediate Municipal Income, Spartan
Short-Intermediate Municipal, Spartan Intermediate Municipal, Spartan New
Jersey Municipal High-Yield, and Spartan New York Intermediate Municipal.
Mr. Murphy joined Fidelity in 1989.
   Tanya M. Roy is manager of Advisor High Income Municipal, which she has
managed since August 1995. Ms. Roy also manages Aggressive Tax-Free and
Spartan Aggressive Municipal. Previously, she managed Municipal Bond and
was a municipal bond analyst. Ms. Roy joined Fidelity in 1989.    
Jonathan    D.     Short is manager of Advisor California Municipal Income,
which he has managed since February 1996. Mr. Short also manages Minnesota
   Municipal Income    , Spartan Arizona Municipal Income, California
   Municipal Income    , California Insured    Municipal Income    ,
Spartan California Municipal High Yield, and Spartan California
Intermediate Municipal. Previously, he was a municipal bond analyst. Mr.
Short joined Fidelity in 1990, after receiving his M.B.A. from the
Massachusetts Institute of Technology.
Robert E. Stansky is vice president and manager of Advisor Equity 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.
Jennifer    S    . Uhrig is manager of Advisor Mid Cap, which she has
managed since February 199   6    . Ms. Uhrig also manages Mid Cap
St   o    ck. Previously, she managed Select Retail   ing    , Select
Developing Communication   s    , and Select Telecommunications. Ms. Uhrig
joined Fidelity in 1987.
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. and leader of the growth group. Mr. Vanderheiden joined Fidelity in
1971.
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. Fidelity
Investments Institutional Operations Company (FIIOC) performs certain
transfer agent servicing functions for Class A and Class B shares of each
fund.
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Members of the Edward C. Johnson 3d family are the predominant owners
of a class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (the
1940 Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
Fidelity International Limited (FIL), is the parent company of FIIA, FIJ,
and FIIAL U.K.. The Johnson family group also owns, directly or indirectly,
more than 25% of the voting common stock of FIL.
UMB Bank, n.a. (UMB) is the transfer agent for High Income Municipal,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income and New York Municipal Income, although it
employs FIIOC to perform these functions for both Class A and Class B of
each fund. 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 Growth, Global Resources, Growth Opportunities, Strategic
Opportunities, Equity Income, Income & Growth and High Yield to reduce
custodian or transfer agent fees for those funds. 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
   EACH FUND'S INVESTMENT APPROACH    
The value of each fund's domestic and foreign investments varies in
response to many factors. Stock values fluctuate in response to the
activities of individual companies and general market and economic
conditions. 
The value of bonds fluctuates based on changes in interest rates, market
conditions, other economic and political news, and on their quality and
maturity. 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.
The total return from a bond is a combination of income and price gains or
losses. While income is the most important component of bond returns over
time, a fund's emphasis on income does not mean that the fund invests only
in the highest-yielding bonds available, or that it can avoid risks to
principal. In selecting investments for each fund, FMR considers a bond's
income potential together with its potential for price gains or losses. FMR
focuses on assembling a portfolio of income-producing securities that it
believes will provide the best tradeoff between risk and return within the
range of securities that are eligible investments for a fund.
International funds have increased economic and political risks as they are
exposed to events and factors in the various world markets. This is
especially true for funds that invest in emerging markets. Also, because
many of the funds' investments are denominated in foreign currencies,
changes in the value of foreign currencies can significantly affect a
fund's share price. FMR may use a variety of investment techniques to
either increase or decrease a fund's investment exposure to any currency.
FMR may use various investment techniques to hedge a portion of the funds'
risks, but there is no guarantee that these strategies will work as FMR
intends.    It is important to note that neither the funds nor their yields
are guaranteed by the U.S. Government.     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 each of High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income may invest up to 100% 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. 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.
MID CAP FUND seeks long-term growth of capital.
The fund seeks long-term growth of capital by investing primarily in equity
securities of companies with medium market capitalizations. FMR normally
invests at least 65% of the fund's total assets in these securities. The
fund has the flexibility, however, to invest the balance in other market
capitalizations and security types.
Medium market capitalization companies are those whose market
capitalization falls within the capitalization range of the S&P MidCap 400
at the time of the fund's investment. The S&P MidCap 400 Index is an
unmanaged index of medium-capitalization stocks. Companies whose
capitalization falls outside this range after purchase continue to be
considered medium-capitalized for purposes of the 65% policy. As of
   December     31, 1995, the S&P MidCap 400 included companies with
capitalizations of between $   107     million and    $7.8     billion.
Investing in medium capitalization stocks may involve greater risk than
investing in large capitalization stocks, since they can be subject to more
abrupt or erratic movements. However, they tend to involve less risk than
stocks of small capitalization companies.
EQUITY GROWTH 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. The S&P 500 is a
registered trademark of Standard & Poor's. Growth may be measured by
factors such as earnings or gross sales. Companies with strong growth
potential often have new products, technologies, distribution channels, or
other opportunities. As a general rule, these companies may include
smaller, less well-known companies, and companies whose stocks have higher
than average price/earnings (P/E) ratios. The market prices of these stocks
may be particularly sensitive to economic, market, or company news. FMR may
also pursue growth in larger or revitalized companies or companies that
hold a strong position in the market. These growth characteristics may be
found in mature or declining industries. 
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, under normal conditions, 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 whose prices directly
reflect positive changes in the value of an underlying natural resource or
whose issuers will benefit from particular phases in the overall 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    that     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.
The fund, under normal conditions, will invest at least 65% of its total
assets in securities of companies that FMR believes have long-term growth
potential. Although the fund invests primarily in common stock and
securities convertible into common stock, it has the ability to purchase
other securities, such as preferred stock and bonds, that may produce
capital growth. The fund may invest in foreign securities without
limitation.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a "special
situation."
The fund, under normal conditions, 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.
LARGE CAP FUND seeks long term growth of capital.
The fund seeks long-term growth of capital by investing primarily in equity
securities of companies with large market capitalizations. FMR normally
invests at least 65% of the fund's total assets in these securities. The
fund has the flexibility, however, to invest the balance in other market
capitalizations and security types.
FMR defines large market capitalization companies as those with market
capitalizations of $1 billion or more at the time of the fund's investment.
Companies whose capitalization falls below this level after purchase
continue to be considered large-capitalized for purposes of the 65% policy.
Companies with large market capitalizations typically have a large number
of publicly held shares and a high trading volume, resulting in a high
degree of liquidity. These tend to be quality companies with strong
management organizations. However, large capitalization companies may have
less growth potential than smaller companies and may be able to react less
quickly to changes in the marketplace.
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.
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 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.
The fund, under normal conditions, 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. The fund may invest in
securities of any maturity. 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    high yielding,     income producing debt securities and
preferred stocks, including convertible and zero coupon securities. The
fund may also invest in securities issued or guaranteed by the U.S.
Government, any state or any of their respective subdivisions, agencies or
instrumentalities, and securities of foreign issuers, including securities
of foreign governments. The fund may invest up to 35% of its total assets
in equity securities, including common stocks, warrants and rights.
STRATEGIC INCOME FUND seeks a high level of current income by investing
primarily in debt securities. The fund may also seek capital appreciation.
The fund invests primarily in fixed-income securities, allocated among four
general investment categories: high yield securities,    U.S. Government
and     investment grade securities, emerging market securities, and
   foreign developed market     securities. The fund's neutral mix, or the
benchmark for its combination of investments in each category over time, is
approximately 40% high yield, 30%    U.S. Government and
    investment-grade, 15% emerging market   s     and 15%    foreign
developed markets    .
FMR regularly reviews the fund's allocation and makes changes gradually
over time to favor investments that it believes provide the most favorable
outlook for achieving the fund's objective. In normal market environments,
FMR expects the fund's asset allocation to approximate the neutral mix
within a range of plus or minus 10% of assets per category. There are no
absolute limits on the percent of assets invested in each category,
however, and FMR reserves the right to change the neutral mix from time to
time.
The HIGH YIELD category includes high-yielding, lower-quality debt
securities consisting mainly of U.S. securities of a quality grade lower
than BBB. The    U.S. GOVERNMENT AND     INVESTMENT-GRADE category includes
mortgage securities, U.S.    G    overnment securities, government agency
securities and other U.S. dollar-denominated securities of investment-grade
quality. The EMERGING MARKET category includes corporate and governmental
debt securities of issuers located in emerging markets. The    FOREIGN
DEVELOPED MARKET     category includes corporate and governmental debt
securities of issuers located in developed foreign markets. These
investment categories are only general guidelines, and FMR may use its
judgment as to which category an investment falls within. The fund may also
make investments that do not fall within these categories.
By allocating its investments across different types of fixed-income
securities, the fund attempts to moderate the significant risks of each
investment category through diversification. Diversification, when
successful, can mean higher returns with decreased volatility. However,
each of the fund's four investment categories may experience periods of
volatile returns, and it is possible for all investment categories to
decline at the same time.
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.
The fund, under normal circumstances, will invest at least 65% of its total
assets 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, 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.
Although the fund can invest in securities of any maturity, FMR seeks to
manage the fund so that it generally reacts to changes in interest rates
similarly to government bonds with maturities between five and twelve
years. As of the fiscal year ended October 31, 1995, the fund's
dollar-weighted average maturity was    9.1     years.
INTERMEDIATE BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed-income obligations.
The fund invests primarily in fixed-income obligations of all types. The
fund may invest in domestic and foreign investment grade securities. When
consistent with its primary objective, the fund may also seek capital
appreciation. 
Although the fund can invest in securities of any maturity, the fund
maintains a dollar-weighted average maturity of between three and ten years
under normal conditions. In determining a security's maturity for purposes
of calculating the fund's average maturity, an estimate of the average time
for its principal to be paid may be used. This can be substantially shorter
than its stated final maturity. As of the fiscal year ended November 30,
1995, the fund's dollar-weighted average maturity was    5.0     years.
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. 
The fund, under normal conditions, will invest at least 65% of its total
assets in fixed-income securities of all types which may include
convertible and zero coupon securities. The fund may invest a portion of
its assets in securities issued by foreign companies and foreign
governments.
Although the fund can invest in securities of any maturity, the fund
maintains a dollar-weighted average maturity of three years or less under
normal conditions. In determining a security's maturity for purposes of
calculating the fund's average maturity, an estimate of the average time
for its principal to be paid may be used. This can be substantially shorter
than its stated final maturity. As of the fiscal year ended October 31,
1995, the fund's dollar-weighted average maturity was    2.1     years.
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 at least 80% of its net assets 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
invest more than 25% of its total assets in    tax-free     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 may   , under normal conditions,     invest up to 100% of its assets
in municipal    securities     subject to the federal alternative minimum
tax.
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. Although the fund can invest in securities of
any maturity, FMR seeks to manage the fund so that it generally reacts to
changes in interest rates similarly to municipal bonds of comparable
quality with maturities between    12     and 20 years. As of the fiscal
year ended October 31, 1995, the fund's dollar-weighted average maturity
was    18.4     years.
INTERMEDIATE MUNICIPAL INCOME FUND seeks the highest level of income exempt
from federal taxes that can be obtained consistent with the preservation of
capital.
The fund normally invest   s     at least 80% of its net assets in
securities whose interest is free from federal income tax. The fund invests
in municipal obligations rated investment grade or higher. The fund may
also invest more than 25% of its total assets in    tax-free     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 may, under normal conditions, invest up to 100% of its assets in
municipal securities subject to the federal alternative minimum tax.
Although the fund can invest in securities of any maturity, the fund
maintains a dollar-weighted average maturity of between three and ten years
under normal conditions. FMR seeks to manage the fund so that it generally
reacts to changes in interest rates similarly to municipal bonds with
maturities between seven and ten years. As of the fiscal year ended
November 30, 1995, the fund's dollar-weighted average maturity was
   8.6     years.
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND seeks as high a level of current
income, exempt from federal income tax, as is consistent with preservation
of capital.
The fund invests primarily in municipal securities. The fund normally
invest   s     at least 80% of its net assets in securities whose interest
is free from federal income tax. The fund may, under normal
   conditions    , invest up to 100% of its assets in municipal securities
subject to 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    tax-free     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.
Although the fund can invest in securities of any maturity, the fund
maintains a dollar-weighted average maturity of between two and five years
under normal conditions. As of the fiscal year ended November 30, 1995, the
fund's dollar-weighted average maturity was    3.4     years.
CALIFORNIA MUNICIPAL INCOME FUND seeks a high level of current income free
from federal income tax and California state    personal     income tax by
investing primarily in municipal securities.
The fund normally invests at least 80% of its net assets in securities
whose interest is free from federal and California income taxes. The fund
invests in municipal securities of investment grade quality. The fund may,
under normal conditions, invest up to 100% of its assets in municipal
securities subject to the federal alternative minimum tax.
Although the fund can invest in securities of any maturity, FMR seeks to
manage the fund so that it generally reacts to changes in interest rates
similarly to municipal bonds with maturities between eight and eighteen
years.
The performance of California Municipal Income is    affected by     the
economic and political conditions within the state of California   .
California suffered a severe economic recession between 1990-1993, which
resulted in broad-based revenue shortfalls for the State and many local
governments. California's fiscal condition has improved as its economy has
been in a sustained recovery since 1994. During the recession, the State
substantially reduced local assistance, and further reductions could
adversely affect the financial condition of cities, counties and other
government agencies facing constraints in their own revenue collections.
    California's long-term credit rating has been reduced in the past
several years. California voters in the past have passed amendments to the
California Constitution and other measures that limit the taxing and
spending authority of California governmental entities, and future voter
initiatives could result in adverse consequences affecting California
municipal bonds.
NEW YORK MUNICIPAL INCOME FUND seeks a high level of current income free
from federal income tax and New York State and City personal income taxes
by investing primarily in municipal securities.
The fund normally invests at least 80% of its net assets in securities
whose interest is free from federal and New York State and City personal
income taxes. The fund invests in municipal securities of investment grade
quality. The fund may, under normal conditions, invest up to 100% of its
assets in municipal securities subject to the federal alternative minimum
tax.
Although the fund can invest in securities of any maturity, FMR seeks to
manage the fund so that it generally reacts to changes in interest rates
similarly to municipal bonds with maturities between eight and eighteen
years. As of the fiscal year ended October 31, 1995, the fund's
dollar-weighted average maturity was    16.5     years.
The performance of New York Municipal Income Fund is affected by the
economic and political conditions within the state of New York. Both New
York City and State have recently experienced significant financial
difficulty, and both the City's and the State's credit ratings are among
the lowest in the country. 
TEMPORARY DEFENSIVE POLICIES. FMR normally invests each fund's assets
according to its investment strategy.
Each of the Equity Funds and High Yield reserves the right to invest
without limitation in preferred stocks and investment-grade debt
instruments for temporary, defensive purposes.
Each of Emerging Markets Income, Strategic Income, Government Investment,
Intermediate Bond, and Short Fixed-Income reserves the right to invest
without limitation in investment-grade money market or short-term debt
instruments for temporary, defensive purposes.
High Income Municipal, Intermediate Municipal Income, and
Short-Intermediate Municipal Income do not expect to invest in federally
taxable obligations. California Municipal Income and New York Municipal
Income do not expect to invest in federally or state taxable obligations.
Each of High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income, reserves the right to invest without limitation in
short-term instruments, to hold a substantial amount of uninvested cash, or
to invest more than normally permitted in taxable obligations for
temporary, defensive purposes. 
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the fund's SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Current holdings and recent investment strategies are described in each
fund's financial reports, which are sent to shareholders twice a year. For
a free SAI or financial report, call your investment professional.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of its total assets, each of Overseas,
Mid Cap, Global Resources, Growth Opportunities, Large Cap, Equity Income,
Income & Growth, High Yield, Government Investment, Intermediate Bond,
Short Fixed-Income, High Income Municipal, and Intermediate Municipal
Income may not purchase more than 10% of the outstanding voting securities
of a single issuer.
With respect to 100% of its    total     assets, each of Equity Growth and
Strategic Opportunities 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. In
general, bond prices rise when interest rates fall, and vice versa. 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"), and
tax-exempt lower-quality debt securities (sometimes called "municipal junk
bonds")    are considered to     have speculative characteristics, and
involve greater risk of default or price changes due to changes in the
issuer's creditworthiness, or they may already be in default. The market
prices of these securities may fluctuate more than higher-quality
securities and may decline significantly in periods of general or regional
economic difficulty. 
The table on the following page provides a summary of ratings assigned to
debt holdings (not including money market instruments) in the funds'
portfolios. These figures are dollar-weighted averages of month-end
portfolio holdings during the fiscal year ended 1995, and are presented as
a percentage of total security investments. These percentages are
historical and do not necessarily indicate a fund's current or future debt
holdings. 
FISCAL YEAR ENDED 1995 DEBT HOLDINGS, BY RATING
 (AS A % OF INVESTMENTS IN EACH RATING CATEGORY)  (AS A % OF INVESTMENTS IN
EACH RATING CATEGORY)
 INVESTMENT GRADE*  LOWER QUALITY* 
STANDARD & POOR'S   AAA, AA, A  BBB BB B CCC CC,C D NR
EQUITY FUNDS:
Overseas    .20          -- .03 -- -- -- -- .21    
Equity Growth    --          -- .01 -- -- -- -- --    
Global Resources    --          -- -- -- -- -- -- --    
Growth Opportunities    10.06          -- -- -- -- -- -- .02    
Strategic Opportunities    21.71          -- .14 .08 -- -- .07 .25    
Equity Income    3.48          .05 .48 .68 -- -- -- .36    
Income & Growth    27.45          2.37 1.18 2.01 .28 -- -- 6.07    
TAXABLE INCOME FUNDS:
Emerging Markets Income    .47          1.22 17.36 10.16 -- -- -- 48.37    
High Yield    --          .10 8.30 42.90 8.20 -- 3.17 16.45    
Strategic Income    37.14          .91 9.65 22.37 1.74 -- .48 12.76    
Government Investment    95.23          -- -- -- -- -- -- .57    
Intermediate Bond    75.68          .34 -- -- -- -- -- .73    
Short Fixed-Income    58.35          15.64 6.44 .16 -- -- -- 6.64    
MUNICIPAL FUNDS:
High Income Municipal    22.70          21.95 8.74 1.47 .11 -- .07
40.22    
Intermediate Municipal Income    76.01          1.21 -- -- -- -- --
12.08    
Short Intermediate Municipal Income    61.70          1.20 8.10 -- -- -- --
22.02
 
New York Municipal Income 58.20   23.40 -- -- -- -- -- --    
MOODY'S INVESTORS SERVICE, INC.  Aaa, Aa, A  Baa Ba B Caa Ca C NR
EQUITY FUNDS:
Overseas    .20          -- -- .24 -- -- -- --    
Equity Growth    --          -- .01 -- -- -- -- --    
Global Resources    --          -- -- -- -- -- -- --    
Growth Opportunities    10.07          -- -- -- -- -- -- .02    
Strategic Opportunities    21.71          -- .22 -- .07 -- -- .25    
Equity Income    3.49          .12 .09 1.05 -- -- -- .31    
Income & Growth    29.21          2.14 1.51 2.74 .17 .05 -- 3.54    
TAXABLE INCOME FUNDS:
Emerging Markets Income    .39          1.23 9.20 28.93 -- -- -- 37.82    
High Yield    --   -- 3.45 48.11 10.66 1.61 .11 15.16    
Strategic Income    38.07          .77 5.47 29.10 1.43 -- -- 10.21    
Government Investment    95.81          -- -- -- -- -- -- --    
Intermediate Bond    76.04          .26 -- -- -- -- -- .45    
Short Fixed-Income    58.09          14.70 6.82 .38 -- -- -- 7.25    
MUNICIPAL FUNDS:
High Income Municipal    20.13   25.39 11.11 .52 .51 -- -- 37.60    
Intermediate Municipal Income    85.93          1.38 -- -- -- -- --
1.99    
Short Intermediate Municipal Income    80.73          8.23 .73 -- -- -- --
3.32
 
New York Municipal Income 57.70   26.50 -- -- -- -- -- --    
  (AS A % OF INVESTMENTS)
SECURITIES NOT       Emerging     High Short-Inter
mediate
RATED BY     Growth     Strategic Equity Income Markets High Strategic
   Intermediate     Short Income Municipal
MOODY'S OR S&P(dagger)     Opportunities     Opportunities Income & Growth
Income Yield Income    Bond     Fixed-Income Municip
al Income
Investment Grade (double dagger)  --    -- -- .05 .65 -- .03 .04 2.16 2.85
 .19      
Lower Quality(double dagger)  .0   2 .25 .31 2.35 34.10 12.37 7.09 -- 1.17
26.49 --      
Total  .0   2 .25 .31 2.40 34.75 12.37 7.12     .0   4 3.33 29.34 .19      
* FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT.
(dagger) THE DOLLAR-WEIGHTED AVERAGE PERCENTAGES REFLECTED IN THIS TABLE
MAY INCLUDE SECURITIES RATED BY OTHER NATIONALLY 
RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES.
(double dagger) AS DETERMINED BY FMR
   
RESTRICTIONS: For all funds, except Short-Intermediate Municipal Income,
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.
California Municipal Income and New York Municipal Income currently intend
to limit their investments in debt securities to those of Baa-quality and
above.
Intermediate 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 less than 35% of its assets and currently
intends to limit its investments in debt securities to B-quality and above.
Global Resources currently intends to limit its investments in lower than
Baa-quality debt securities to less than 35% of its assets and currently
intends to limit its investments in debt securities to Caa-quality and
above.
Each of Overseas, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Equity Income, and Income & Growth currently
intends to limit its investments in lower than Baa-quality debt securities
to less than 35% of its assets.
Government Investment currently intends to limit its investments in debt
securities to A-quality and above.
Intermediate Municipal Income 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 25% of its assets.
Purchase of a debt security is consistent with Short-Intermediate Municipal
Income'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 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.
MONEY MARKET INSTRUMENTS 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.
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.
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. The value of some or all municipal securities may be
affected by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders. A fund may own a municipal security directly
or through a participation interest.
CREDIT SUPPORT. Issuers may employ various forms of credit enhancement,
including letters of credit, guarantees, or insurance from a bank,
insurance company, or other entity. These arrangements expose the fund to
the credit risk of the entity. In the case of foreign entities, extensive
public information about the entity may not be available and the entity may
be subject to unfavorable political, economic, or governmental developments
which might affect its ability to honor its commitment. 
STATE    MUNICIPAL     SECURITIES include municipal obligations issued by
the state of California or New York or    its     counties, municipalities,
authorities, or other subdivisions. The ability of issuers to repay their
debt can be affected by many factors that impact the economic vitality of
either the state or a region within the state.
Other state    municipal     securities 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. The economy
of Puerto Rico is closely linked to the U.S. economy and will depend on the
strength of the U.S. dollar, interest rates, the price stability of oil
imports, and the continued existence of favorable tax incentives.        
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign securities may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile.
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 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 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.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. Inverse floaters have interest rates that move in the
opposite direction from a benchmark, making the security's market value
more volatile.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. Their risks are similar to those of other debt securities,
although they may be more volatile and the value of certain types of
stripped securities may move in the same direction as interest rates.
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.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
PUT FEATURES entitle the holder to put (sell back) an instrument to the
issuer or 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.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a fund and may involve a small investment of
cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that the fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
RESTRICTIONS. Each fund (except Overseas, Emerging Markets Income, High
Yield, and Strategic Income) may not purchase a security if, as a result,
more than 10% of its assets would be invested in illiquid securities.
Each of Overseas, Emerging Markets Income, High Yield, and Strategic Income
may not purchase a security if, as a result, more than 15% of its assets
would be invested in illiquid securities.
WHEN-ISSUED AND 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.
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 100% of its total assets each of
Equity Growth and Strategic Opportunities may not purchase a security if,
as a result, more than 5% would be invested in the securities of any one
issuer.
With respect to 75% of its total assets each of Overseas, Mid Cap, Global
Resources, Growth Opportunities, Large Cap, Equity Income, Income & Growth,
High Yield, Government Investment, Intermediate Bond, Short Fixed-Income,
High Income Municipal, and Intermediate Municipal Income may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any one issuer. 
Emerging Markets Income, Strategic Income, Short-Intermediate Municipal
Income, California Municipal Income, and New York Municipal Income are
considered non-diversified. Generally, to meet federal tax requirements at
the close of each quarter, each fund does not invest more than 25% of its
total assets in any    one     issuer and, with respect to 50% of total
assets, does not invest more than 5% of its total assets in any one
issuer   . 
A fund may not invest more than 25% of its total assets in any one
industry.    
These limitations do not apply to U.S. Government securities. 
   Each of High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income may invest more than 25% of its total assets in
tax-free securities that finance similar types of projects.    
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
LENDING securities to broker-dealers and institutions, including Fidelity
Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a means of earning
income. This practice could result in a loss or a delay in recovering a
fund's securities. A fund may also lend money to other funds advised by
FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a fund's
total assets; however, High Income Municipal, Intermediate Municipal
Income, Short-Intermediate Municipal Income, California Municipal Income,
and New York Municipal Income do not currently intend to make loans.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval. 
OVERSEAS FUND seeks growth of capital primarily through investments in
foreign securities. 
MID CAP FUND seeks long-term growth of capital.
EQUITY GROWTH FUND seeks to achieve capital appreciation by investing
primarily in common and preferred stock and securities convertible into the
common stock of companies with above-average growth characteristics.
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.
GROWTH OPPORTUNITIES FUND seeks to provide capital growth by investing
primarily in common stocks and securities convertible into common stocks.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a "special
situation." Under normal conditions, the fund will invest at least 65% of
its total assets in companies involving a special situation. FMR intends to
invest primarily in common stocks and securities that are convertible into
common stocks; however, it also may invest in debt securities of all types
and quality if FMR believes that investing in these securities will result
in capital appreciation. The fund may invest up to 30% of its assets in
foreign investments.
LARGE CAP FUND seeks long-term growth of capital.
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.
INTERMEDIATE BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed-income obligations.
SHORT FIXED-INCOME FUND seeks to obtain a high level of current income,
consistent with the preservation of capital, by investing primarily in a
broad range of investment-grade fixed-income securities. Where appropriate
the fund will take advantage of opportunities to realize capital
appreciation.
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 at least 80% of its net
assets in municipal obligations whose interest is free from federal income
tax.
INTERMEDIATE MUNICIPAL INCOME FUND seeks the highest level of income exempt
from federal income taxes that can be obtained consistent with the
preservation of capital. The fund normally invests at least 80% of its net
assets in securities whose interest is free from federal income tax. 
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND seeks as high a level of current
income, exempt from federal income tax, as is consistent with preservation
of capital. The fund normally invests at least 80% of its net assets in
municipal obligations whose interest is free from federal income tax. 
CALIFORNIA MUNICIPAL INCOME FUND seeks a high level of current income free
from federal income tax and California state    personal     income tax by
investing primarily in municipal securities. The fund normally invests at
least 80% of its net assets in securities whose interest is free from
federal and California income taxes.
NEW YORK MUNICIPAL INCOME FUND seeks a high level of current income free
from federal income tax and New York State and City personal income taxes
by investing primarily in municipal securities. The fund normally invests
at least 80% of its net assets in securities whose interest is free from
federal and New York State and City personal income taxes.
With respect to 75% of its total assets, each of Overseas, Mid Cap, Global
Resources, Growth Opportunities, Large Cap, Equity Income, Income & Growth,
High Yield, Government Investment, Intermediate Bond, Short Fixed-Income,
High Income Municipal and Intermediate Municipal Income 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 total assets, each of
Equity 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.
With respect to 75% of its total assets, each of Overseas, Mid Cap, Global
Resources, Growth Opportunities, Large Cap, Equity Income, Income & Growth,
High Yield, Government Investment, Intermediate Bond, Short Fixed-Income,
High Income Municipal, and Intermediate Municipal Income may not purchase
more than 10% of the outstanding voting securities of a single issuer. With
respect to 100% of its total assets, each of Equity Growth and Strategic
Opportunities may not purchase more than 10% of the outstanding voting
securities of a single issuer.
   Each fund may not invest more than 25% of its total assets in any one
industry.    
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 that
class's share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services for certain of the funds. Each fund also
pays OTHER EXPENSES, which are explained on page .
FMR may, from time to time, agree to reimburse a fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Equity Income
pays FMR a monthly management fee at an annual rate of 0.50% of its average
net assets. The fee for    Mid Cap,     Equity Growth, Global Resources,
   Large Cap,     Income & Growth, Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income 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    capitalization-weighted     Morgan Stanley Capital
International Europe, Australasia,    and     Far East Index for
Overseas        or the S&P 500 for each of Growth Opportunities    and
    Strategic Opportunities.
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. For Overseas,    Mid Cap,     Equity Growth, Global
Resources, Growth Opportunities, Strategic Opportunities, Large Cap, and
Income & Growth, this rate cannot rise above 0.52%, and it drops as total
assets under management increase. For Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income, 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 the
performance of each of Overseas, Growth Opportunities,    and     Strategic
Opportunities 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 Overseas, Growth Opportunities and Strategic Opportunities and
the least of the results obtained will be used in calculating the
performance adjustment.
The following table states the management fee for each fund for its most
recent fiscal year end. 
 
<TABLE>
<CAPTION>
<S>                                    <C>             <C>               <C>               
                                        Group          Individual        Total             
                                       Fee Rate         Fund Fee         Manageme          
                                                        Rate             nt Fee            
 
Overseas [A]                               0.31%        0.45%                0.81%[D       
                                                                            ]              
 
Mid Cap [B]                                0.31%        0.30%                0.61%         
 
Equity Growth                              0.31%        0.30%   [C           0.61%[C       
                                                          ]                 ]              
 
Global Resources                           0.31%        0.45%                0.76%[D       
                                                                            ]              
 
Growth Opportunities [A]                   0.31%        0.30%                0.69%         
 
Strategic Opportunities [A]                0.31%        0.30%                0.62%         
 
Large Cap [B]                              0.31%        0.30%                0.61%         
 
Equity Income                           n/a             n/a               0.50%            
 
Income & Growth                            0.31%        0.20%                0.51%         
 
Emerging Markets Income                    0.15%        0.55%                0.70%         
 
High Yield                                 0.15%        0.45%                0.60%         
 
Strategic Income                           0.15%        0.45%                0.60%         
 
Government Investment                      0.15%        0.30%                0.45%         
 
Intermediate Bond                          0.15%        0.30%                0.45%         
 
Short Fixed-Income                         0.15%        0.30%                0.45%         
 
High Income Municipal                      0.15%        0.25%                0.40%         
 
Intermediate Municipal Income              0.15%        0.25%                0.40%         
 
Short-Intermediate Municipal Income        0.15%        0.25%                0.40%         
 
California Municipal Income [B]            0.15%        0.25%                0.40%         
 
New York Municipal Income [   B    ]       0.15%        0.25%                0.40%         
 
</TABLE>
 
[A] THE BASIC FEE RATE FOR THE FISCAL YEAR ENDED 1995 WAS    0.76    % FOR
OVERSEAS,    0.61    % FOR GROWTH OPPORTUNITIES AND    0.61    % FOR
STRATEGIC OPPORTUNITIES.
[B] ESTIMATED
[C]    EFFECTIVE AUGUST 1, 1994, FMR VOLUNTARILY AGREED TO REDUCE THE
FUND'S INDIVIDUAL FUND FEE RATE FROM 0.33% TO 0.30%. IF THIS REDUCTION WAS
NOT IN EFFECT, THE TOTAL FEE WOULD HAVE BEEN 0.64%
[D] 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.    
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 the fiscal year ended 1995, FMR, on behalf of each fund with
sub-advisory agreements paid FMR U.K., FMR Far East, FIJ, and FIIA fees
equal to    less than 0.01%     of each fund's average net assets.
OTHER EXPENSES
While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
State Street Bank & Trust Company (State Street) performs certain transfer
agency, dividend disbursing and shareholder services for Class A of the
Equity Funds, Emerging Markets Income, High Yield, Strategic Income,
Government Investment, Intermediate Bond, and Short Fixed-Income. FIIOC
performs certain transfer agency and dividend disbursing and shareholder
services for Class B of Overseas, Mid Cap, Global Resources, Strategic
Opportunities, Large Cap, Equity Income, Emerging Markets Income, High
Yield, Strategic Income, Government Investment and Intermediate Bond Fund.
FSC calculates the NAV and dividends for each class of    the Equity Funds,
    Emerging Markets Income, High Yield, Strategic Income, Government
Investment, Intermediate Bond, and Short Fixed-Income, maintains the
general accounting records, and administers the securities lending program
for each fund. State Street's address is P.O. Box 8302, Boston,
Massachusetts 02266-8302.
   For     the fiscal year ended 1995,    transfer agent and pricing and
bookkeeping     fees paid        (as a percentage of average net assets)
amounted to the following   . The amounts disclosed are before
reimbursements, if any.    
                           Class A         Class B to        Each Fund       
                           to State        FIIOC             to FSC          
                           Street                                            
 
Overseas                    0.30   %        0.   25%[A        0.05   %       
                                              ]                              
 
Equity Growth               0.22   %        *                 0.03   %       
 
Global Resources            0.31   %        0.   25%    [A    0.06   %       
                                           ]                                 
 
Growth Opportunities        0.20   %        *                 0.01   %       
 
Strategic Opportunities     0.24   %        0.27   %          0.06   %       
 
Equity Income               0.23   %        0.25   %          0.05   %       
 
Income & Growth             0.20   %        *                 0.02   %       
 
Emerging Markets Income     0.36   %        0.41   %          0.11   %       
 
High Yield                  0.22   %        0.23   %          0.03   %       
 
Strategic Income            0.24   %        0.20   %          0.10   %       
 
Government Investment       0.28   %        0.24   %          0.04   %       
 
Intermediate Bond           0.21   %        0.26   %          0.04   %       
 
Short Fixed-Income          0.22   %        *                 0.04   %       
 
* FUND DOES NOT OFFER CLASS B SHARES   .    
[A]    PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.    
State Street has entered into sub-arrangements 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.
UMB has entered into    a     sub-arrangement    with     FIIOC   . FIIOC
    perform   s     transfer agency, dividend disbursing and shareholder
services for Class A    and Class B     shares of High Income Municipal,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income   ,     and New York Municipal Income. UMB
has    also     entered into    a     sub-arrangement    with FSC.     FSC
calculates the NAV and dividends for each class of High Income Municipal,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income and New York Municipal Income, and maintains
each fund's general accounting records. All of the fees are paid to FIIOC
and FSC by UMB, which is reimbursed by the applicable class or the fund, as
appropriate, for such payments. 
   For     the fiscal year ended 1995,    transfer agent and pricing and
bookkeeping     fees paid        (as a percentage of average net assets)
amounted to the following   . The amounts disclosed are before
reimbursements, if any.    
 
<TABLE>
<CAPTION>
<S>                                   <C>             <C>             <C>             
                                      UMB to          UMB to          UMB to          
                                      FIIOC on        FIIOC on        FSC on          
                                      behalf of       behalf of       behalf of       
                                      Class A         Class B         each fund       
 
High Income Municipal                  0.19%           0.19%           0.04%          
 
Intermediate Municipal Income          0.19%           0.19%           0.07%          
 
Short-Intermediate Municipal Income    0.20%           *               0.24%          
 
New York Municipal Income[A]           0.   19    %    0.   19    %    0.   05    %   
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS B SHARES.
[A]    PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.    
Class A shares of each fund have adopted a DISTRIBUTION AND SERVICE PLAN.
Under the Plans, Class A of each fund is authorized to pay FDC a monthly
distribution fee as compensation for its services and expenses in
connection with the distribution of Class A shares   .     Class A of
   Mid Cap,     Equity Growth, Equity Income   , and Large Cap     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 Overseas, Global Resources, Growth Opportunities,
Strategic Opportunities, and Income & Growth may pay FDC a distribution fee
at an annual rate up to 0.65% 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,
Intermediate Bond, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income,    California Municipal Income,
    and    New York Municipal Income     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 the Equity Funds currently pays FDC monthly at an annual
rate of 0.50% of its average net assets throughout the month; Class A of
each of the Bond Funds and the Intermediate-Term Bond Funds currently pays
FDC monthly at an annual rate of 0.25% of its average net assets throughout
the month; and Class A of each of the Short-Term Bond Funds currently pays
FDC monthly at an annual rate of 0.15% of its average net assets throughout
the month. Class A distribution fee rates may be increased only when the
Trustees believe that it is in the best interests of Class A shareholders
to do so.
   Up to the full amount of the Class A distribution fee may be reallowed
to investment professionals, as compensation for their services in
connection with the distribution of Class A shares and for providing
support services to Class A shareholders, based upon the level of such
services provided. These services may include, without limitation,
answering investor inquiries regarding the funds; providing assistance to
investors in changing dividend options, account designations, and
addresses; performing subaccounting and maintaining Class A shareholder
accounts; processing purchase and redemption transactions, including
automatic investment and redemption of investor account balances; providing
periodic statements showing an investor's account balance and integrating
other transactions into such statements; and performing other
administrative services in support of the shareholder.    
Class B shares of each fund 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. Class B of
each fund may pay FDC a distribution fee at an annual rate of up to 0.75%
of its average net assets   ,     or such lesser amount as the Trustees may
determine from time to time.
Class B of each of Overseas, Mid Cap, Global Resources, Strategic
Opportunities, Large Cap, and Equity Income currently pays FDC monthly at
an annual rate of 0.75% of its average net assets throughout the month.
Class B of each of the Bond Funds and the Intermediate-Term Bond Funds
currently pays FDC monthly at an annual rate of 0.65% of its average net
assets throughout the month. Class B distribution fee rates for each of the
Bond Funds and Intermediate-Term Bond Funds may be increased only when the
Trustees believe that it is in the best interests of the Class B
shareholders to do so. 
In addition, pursuant to each Class B Plan, investment professionals are
compensated at an annual rate of 0.25% of Class B's average net assets
throughout the month for providing personal service to and/or maintenance
of Class B shareholder accounts.
The Plans specifically recognize that FMR may make payments from its
management fee revenue, past profits, or other resources to reimburse FDC
for    expenses incurred in connection with the distribution of the
applicable class's shares, including     payments made to    i    nvestment
   p    rofessionals    that provide shareholder support     services    or
engage in the sale of the funds' shares.     The Board of Trustees of each
fund has authorized such payments.
   Each     fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity. A
broker-dealer may use a portion of the commissions paid by    certain    
fund   s     to reduce the fund's custodian or transfer agent fees.
The portfolio turnover rates for Mid Cap and Large Cap are not expected to
exceed    200    %, and    100    % respectively, for the first fiscal
period ending November 30, 1996. The portfolio turnover rate for California
Municipal Income is not expected to exceed    100    % for its first fiscal
period ending October 31, 1996.
The portfolio turnover rate for the fiscal year ended 1995 was 47% for
Overseas, 97% for Equity Growth, 161% for Global Resources, 39% for Growth
Opportunities, 142% for Strategic Opportunities, 80% for Equity Income,
29   7    % for Income & Growth, 305% for Emerging Markets Income, 112% for
High Yield, 193% for Strategic Income, 261% for Government Investment, 189%
for Intermediate Bond, 179% for Short Fixed-Income, 37% for High Income
Municipal, 53% for Intermediate Municipal Income, 80% for
Short-Intermediate Municipal Income, and 0% for New York Municipal Income.
   The portfolio turnover rate for New York Municipal Income is not
expected to exceed 100% for the fiscal year ending October 31, 1996.
    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
   Your investment professional (including broker-dealers) may charge you a
transaction fee with respect to the purchase and sale of fund shares.
    Read your investment professional's program materials for    any
    additional service features or fees that may apply. Certain features of
the funds, such as minimum initial or subsequent investment amounts, may be
modified   .    
The different ways to set up (register) your account with Fidelity are
listed    on     the right.
The account guidelines that follow may not apply to certain funds or to
certain retirement accounts. For instance,    municipal     funds are not
available for purchase in retirement accounts. If your employer offers a
fund through a retirement program, contact your employer for more
information. Otherwise call your investment professional directly.
If you have selected Fidelity Advisor funds as an investment option through
an insurance company group pension program, please contact the provider
directly.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT (THE FOLLOWING OPTIONS ARE AVAILABLE ONLY FOR TAXABLE FUNDS)
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age under 701/2 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.    I    f you qualify for a
front-end sales charge waiver as described on page , your    Class A
    share price will be    the     NAV.    I    f you pay a front-end sales
charge    or qualify for a reduction as described on page 51,     your
   Class A     share price will be the offering price.    When you buy
Class A shares at the offering price, the transfer agent deducts the
appropriate sales charge and invests the rest in Class A of the fund.
    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 "Transaction Details," page .
Shares are purchased at the next offering price or NAV, as applicable,
calculated after your order is received and accepted by the transfer agent.
The offering price and NAV are normally calculated at 4:00 p.m. Eastern
time.
It is the responsibility of your investment professional to transmit your
order to buy shares to the appropriate transfer agent before 4:00 p.m.
Eastern time.
The transfer agent must receive payment within three business days after an
order for shares is placed; otherwise your purchase order may be canceled
and you could be held liable for resulting fees and/or losses.
   Share certificates are not available for Class A or Class B shares.     
IF YOU ARE NEW TO THE FIDELITY ADVISOR FUNDS, complete and sign an account
application and mail it along with your check. If there is no account
application accompanying this prospectus, call your investment
professional.
If you are investing through a tax-sheltered retirement plan, such as an
IRA, for the first time, you will need a special application. Contact your
investment professional for more information and a retirement account
application.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY ADVISOR FUND, you can:
(small solid bullet) Mail an account application with a check,
(small solid bullet) Place an order and wire money into your account, 
(small solid bullet) Open your account by exchanging from the same class of
 another Fidelity Advisor fund,    or from another Fidelity fund,     or
(small solid bullet) Contact your investment professional.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500*
For Fidelity Advisor 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
* ACCOUNT MINIMUMS ARE WAIVED FOR PURCHASES INTO NON-RETIREMENT ACCOUNTS
WITH DISTRIBUTIONS FROM A FIDELITY DEFINED TRUST ACCOUNT.
PURCHASE AMOUNTS OF MORE THAN $100,000 WILL NOT BE ACCEPTED FOR CLASS B
SHARES.
For further information on opening an account, please consult your
investment professional or refer to the account application.
   NEW YORK MUNICIPAL INCOME AND CALIFORNIA MUNICIPAL INCOME MAY NOT BE
AVAILABLE FOR SALE IN YOUR STATE. PLEASE CHECK WITH YOUR INVESTMENT
PROFESSIONAL.    
    TO OPEN AN ACCOUNT   TO ADD TO AN ACCOUNT   
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>                                         <C>                                                                     
PHONE          (small solid bullet) Contact your 
               investment professional                     (small solid bullet) Contact your investment professional or, if you    
YOUR INVESTMENT 
PROFESSIONAL   or, if you are investing through a           are investing through a broker-dealer or                                
               broker-dealer or insurance                   insurance representative, call 1-800-522-7297. If                       
               representative, call 1-800-522-7297.         you are investing through a bank representative,                        
               If you are investing through a bank          call 1-800-843-3001.                                                    
               representative, call 1-800-843-3001.         (small solid bullet) Exchange from the same class of another           
               (small solid bullet) Exchange from the 
               same class of                                Fidelity Advisor fund account with the same                             
               another Fidelity Advisor fund account        registration, including name, address, and                              
               with the same registration, including        taxpayer ID number.                                                     
               name, address, and taxpayer ID                                                                                   
               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 name           
                      application. Make your check      of the fund of your choice and note the applicable                          
                      payable to the complete name 
                      of the                            class. Indicate your fund account number on your                            
                      fund of your choice and note the  check and mail to the address printed on your                               
                      applicable class. Mail to the 
                      address                           account statement.                                                          
                      indicated on the application.     (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 professional.   
                check to your investment                                                                                         
                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 DART Depository
                                          
                                                                Acct #00159759                                                     
                                                           FBO: (Account name)                                                     
                                                             (Account number)                                                      
                                                           Specify the complete name of the fund of your                           
                                                           choice, note the applicable class, and include                          
                                                           your account number and your name.                                      
 
</TABLE>
 
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 NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these pages.
TO SELL SHARES IN A FIDELITY ADVISOR RETIREMENT ACCOUNT, your request must
be made in writing, except for exchanges to shares of the same class of
another Fidelity Advisor fund or shares of other Fidelity funds, which can
be requested by phone or in writing.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR ACCOUNT SHARES, leave at least
$1,000 worth of shares in the account to keep it open (account minimums do
not apply to retirement and Fidelity Defined Trust accounts.)
TO SELL SHARES BY BANK WIRE, you will need to sign up for this service in
advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and 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 account with a different registration, 
   (small solid bullet) You wish to set up the bank wire feature, or    
(small solid bullet)    You wish     to have redemption proceeds wired to a
non-predesignated bank account.
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) The applicable class name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
signed certificates (if 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 purchased 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 Company
   P.O. Box 1182    
Boston, MA    02103-1182    
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 Municipal Income, you may write an unlimited number of
checks. The minimum amount for a check is $500.  Do not, however, try to
close out your account by check. 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>                                   <C>                                                                          
                 ACCOUNT TYPE                          SPECIAL REQUIREMENTS                                                         
 
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 or to other Fidelity funds if                         
                                                       both accounts are registered with the same                                   
                                                       name(s), address, and taxpayer ID number.                                    
 
Mail or in Person 
(mail_graphic)
(hand_graphic)   Individual, Joint Tenant,             (small solid bullet) The letter of instruction must be signed by all         
                 Sole Proprietorship, UGMA, UTMA       persons required to sign for transactions, exactly                           
                                                       as their names appear on the account and sent to                             
                                                       your investment professional.                                                
                                                       (small solid bullet) The account owner should complete a retirement          
                 Retirement account                    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 investment               
                Conservator/Guardian                  professional or, if you purchased your shares                                
                                                       through a broker-dealer or insurance                                         
                                                       representative, call 1-800-522-7297. If you                                  
                                                       purchased your shares through a bank                                         
                                                       representative, call 1-800-843-3001.                                         
 
Wire 
(wire_graphic) All account types except retirement   (small solid bullet) You must sign up for the wire feature before using      
                                                       it. To verify that it is in place, contact your                              
                                                       investment professional or, if you purchased your                            
                                                       shares through a broker-dealer or insurance                                  
                                                       representative, call 1-800-522-7297. If you                                  
                                                       purchased your shares through a bank                                         
                                                       representative, call 1-800-843-3001. Minimum                                 
                                                       wire: $500.                                                                  
                                                       (small solid bullet) Your wire redemption request must be received           
                                                       by the transfer agent before 4:00 p.m. Eastern                               
                                                       time for money to be wired on the next business                              
                                                       day.                                                                         
                                                                                                                                
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>                                    <C>                                                                      
Check 
(check_graphic)    For all non-retirement Short           (small solid bullet) Minimum check: $500.                                
                   Fixed-Income and Short-Intermediate    (small solid bullet) All account owners must sign a signature card to    
                   Municipal Income accounts only.        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 funds provide a variety of services to help you manage
your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent 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    and
prospectuses     will be mailed, even if you have more than one account in
the fund. Call your investment professional if you need additional copies
of financial reports    and prospectuses    .
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your shares and buy shares of the same
class of other Fidelity Advisor funds or shares of other Fidelity 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 "Exchange
Restrictions," page .
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM lets you set up periodic
redemptions from your account. Class A shares with an account value of
$10,000 or more 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 funds offer convenient services that let you transfer
money into your fund account, or between fund accounts, automatically.
While regular investment plans do not guarantee a profit and will not
protect you against loss in a declining market, they can be an excellent
way to invest for retirement, a home, educational expenses, and other
long-term financial goals. Certain restrictions apply for retirement
accounts. Call your investment professional for more information.
REGULAR INVESTMENT PLANS
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAMS
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  ADDITIONAL   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    i    nvestment    p    rofessional directly or, if you purchased your          
 
                                             shares through a broker-dealer or insurance representative, call                       
 
                                             1-800-522-7297. If you purchased your shares through a bank                            
 
                                             representative, call 1-800-843-3001. Call at least 10 business                         
 
                                             days prior to your next scheduled investment date (20 business                         
 
                                             days if you purchased your shares through a bank).                                     
 
 
</TABLE>
 
TO DIRECT DISTRIBUTIONS FROM A FIDELITY DEFINED TRUST TO A FIDELITY ADVISOR
FUND 
 
<TABLE>
<CAPTION>
<S>                   <C>   <C>                                                                                     
MINIMUM  MINIMUM            SETTING UP OR CHANGING                                                                  
INITIAL  ADDITIONAL         (small solid bullet) For a new or existing account, ask your investment professional    
Not  Not                    for the appropriate enrollment form.                                                    
Applicable  Ap              (small solid bullet) To change the fund to which your distributions are directed,       
plicable                    contact your investment professional for instructions.                                  
 
</TABLE>
 
FIDELITY ADVISOR SYSTEMATIC EXCHANGE PROGRAM
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND OR A FIDELITY ADVISOR FUND
TO ANOTHER FIDELITY ADVISOR FUND
 
<TABLE>
<CAPTION>
<S>       <C>                   <C>                                                                                         
MINIMUM   FREQUENCY             SETTING UP OR CHANGING                                                                      
$100      Monthly, quarterly,   (small solid bullet) To establish, call your investment professional after both accounts    
          semi-annually, or     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 balance of                                  
                                $1,000.                                                                                     
                                (small solid bullet) Both accounts must have the same registration and taxpayer ID          
                                numbers.                                                                                    
                                (small solid bullet) Call at least 2 business days prior to your next scheduled             
                                exchange date.                                                                              
 
</TABLE>
 
[A] BECAUSE THEIR SHARE PRICES FLUCTUATE, THE 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,
Mid Cap, Equity Growth, Global Resources, Growth Opportunities, Strategic
Opportunities, and Large Cap are distributed in December; dividends for
Equity Growth and Equity Income may also be distributed in January;
dividends for Emerging Markets Income, Strategic Income, High Yield,
Intermediate Bond, Government Investment, Short Fixed-Income, High Income
Municipal, Intermediate Municipal Income, Short-Intermediate Municipal
Income, California Municipal Income, and New York Municipal Income are
declared daily and paid monthly.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. The funds offer four options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the same class of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund, but you will be sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS(registered trademark) PROGRAM. Your dividend 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.    To change your
distribution option, call your investment professional directly or, if you
purchased your shares through a broker-dealer or insurance representative,
call 1-800-522-7297. If you purchased your shares through a bank
representative, call 1-800-843-3001.    
For retirement accounts, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
Shares purchased through reinvestment of dividend and capital gain
distributions are not subject to a sales charge. If you direct Class A
distributions to a fund with a front-end sales charge, you will not pay a
sales charge on those purchases.
When each of Overseas, Mid Cap, Equity Growth, Global Resources, Growth
Opportunities, Strategic Opportunities, Large Cap, 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, Intermediate Bond, Short Fixed-Income, High Income Municipal,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income, and New York Municipal Income will be
reinvested at the applicable fund's NAV on the last day of the month.
Capital gain distributions from    the Bond Funds, the Intermediate-Term
Bond Funds, and the Short-Term Bond Funds     will be reinvested at the NAV
as of the date the applicable fund deducts the distributions from its NAV.
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,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income, and New York Municipal Income earn is
distributed to shareholders as income dividends. Interest that is federally
tax-free remains tax-free when it is distributed. Distributions from each
fund (except High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income), however, are subject to federal income tax. Each
fund (except California Municipal Income and New York Municipal Income) 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 fund (except High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income), are taxed as dividends; long-term capital gain
distributions are taxed as long-term capital gains.
However, for shareholders of High Income Municipal, Intermediate Municipal
Income, Short-Intermediate Municipal Income, California Municipal Income,
and New York Municipal Income, 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.
Mutual fund dividends from U.S. Government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.
Every January, 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. Each of High Income Municipal, Intermediate
Municipal Income, Short-Intermediate Municipal Income, California Municipal
Income, and New York Municipal Income may invest up to 100% of its assets
in these securities. Individuals who are subject to the tax must report
this interest on their tax returns.
A portion of the dividends from High Income Municipal, Intermediate
Municipal Income, Short-Intermediate Municipal Income, California Municipal
Income, and New York Municipal Income 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    each of these
funds'     income from each state to help you calculate your taxes.
To the extent that New York Municipal Income   's     income dividends are
derived from state tax-free investments, they will be free from New York
State and City personal income taxes. 
To the extent that California Municipal Income   's     income dividends
are derived from interest on    California     state tax-free investments,
they will be free from California state personal income tax. Distributions
derived from obligations that are not California state tax-free
obligations, as well as distributions from short or long-term capital
gains, are subject to California state personal income tax. Corporate
taxpayers should note that the fund's income dividends and other
distributions are not exempt from California state franchise or corporate
income taxes.
During the fiscal year ended 1995,    100    % of the income dividends from
High Income Municipal, Intermediate Municipal Income, Short-Intermediate
Municipal Income, and New York Municipal Income w   as     free from
federal income tax   ,     and    100    % of New York Municipal Income
fund's income dividends w   as     free from New York taxes.    D    uring
the fiscal year ended 1995,    18.51    % of High Income Municipal's,   
0.64    % of Intermediate Municipal Income's ,    and 17.97    % of
Short-Intermediate Municipal Income's,        income dividends were subject
to the federal alternative minimum tax. 
TAXES ON TRANSACTIONS. Your redemptions-including exchanges-are subject to
capital gains tax. A capital gain or loss is the difference between the
cost of your shares and the price you receive when you sell them. 
Whenever you sell shares of a fund, 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
distribution 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 the 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 funds, 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 offering price and 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 of the
applicable fund's investments, cash, and other assets, subtracting that
class's pro rata share of the value of the applicable fund's liabilities,
subtracting the liabilities allocated to that class, and dividing the
result by the number of shares of that class that are outstanding.
Each fund's assets are valued primarily on the basis of market quotations,
if available. 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) is the applicable class's
NAV   , divided by the sum of one minus the sales charge percentage    .
Class A has a maximum sales charge of 3.50% of the offering price for the
Equity Funds; 3.50% of the offering price for the Bond Funds; 2.75% of the
offering price for the Intermediate-Term Bond Funds; and 1.50% of the
offering price for the Short-Term Bond Funds. The REDEMPTION PRICE (price
to sell one share) is the applicable class's NAV, minus any applicable
CDSC.
SALES CHARGES AND INVESTMENT PROFESSIONAL
CONCESSIONS - CLASS A
EQUITY FUNDS:          Sales Charge                           Investment    
                                                              Profession    
                                                              al            
                                                              Concession    
                                                              as % of       
                                                              Offering      
                                                              Price         
 
                       As a % of   
          As an
                        
                              Offering        approxim                      
                       Price                  ate % of                      
                                              Net                           
                                              Amount                        
                                              Invested                      
 
Up to $49,999           3.50%               3.63%              3.00%        
 
$50,000 to $99,999      3.00%               3.09%              2.50%        
 
$100,000 to $249,999    2.50%               2.56%              2.00%        
 
$250,000 to $499,999    1.50%               1.52%              1.25%        
 
$500,000 to $999,999    1.00%               1.01%              0.75%        
 
$1,000,000 or more     None   *            None   *           *             
 
BOND FUNDS:            Sales Charge                           Investment    
                                                              Profession    
                                                              al            
                                                              Concession    
                                                              as % of       
                                                              Offering      
                                                              Price         
 
                       As a % of   
          As an
                        
                              Offering        approxim                      
                       Price                  ate % of                      
                                              Net                           
                                              Amount                        
                                              Invested                      
 
Up to $49,999           3.50%               3.63%              3.00%        
 
$50,000 to $99,999      3.00%               3.09%              2.50%        
 
$100,000 to $249,999    2.50%               2.56%              2.00%        
 
$250,000 to $499,999    1.50%               1.52%              1.25%        
 
$500,000 to $999,999    1.00%               1.01%              0.75%        
 
$1,000,000 or more     None   *            None   *           *             
 
 
<TABLE>
<CAPTION>
<S>                                    <C>                 <C>                <C>           
INTERMEDIATE-   T    ERM BOND FUNDS:   Sales Charge                           Investment    
                                                                              Profession    
                                                                              al            
                                                                              Concession    
                                                                              as % of       
                                                                              Offering      
                                                                              Price         
 
                                       As a % of   
          As an
                        
                                              Offering        approxim                      
                                       Price                  ate % of                      
                                                              Net                           
                                                              Amount                        
                                                              Invested                      
 
Up to $49,999                           2.75%               2.83%              2.25%        
 
$50,000 to $99,999                      2.25%               2.30%              2.00%        
 
$100,000 to $249,999                    1.75%               1.78%              1.50%        
 
$250,000 to $499,999                    1.50%               1.52%              1.25%        
 
$500,000 to $999,999                    1.00%               1.01%              0.75%        
 
$1,000,000 or more                     None   *            None   *           *             
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                             <C>                 <C>                <C>           
SHORT-   T    ERM BOND FUNDS:   Sales Charge                           Investment    
                                                                       Profession    
                                                                       al            
                                                                       Concession    
                                                                       as % of       
                                                                       Offering      
                                                                       Price         
 
                                As a % of   
          As an
                        
                                       Offering        approxim                      
                                Price                  ate % of                      
                                                       Net                           
                                                       Amount                        
                                                       Invested                      
 
Up to $499,999                   1.50%               1.52%              1.25%        
 
$500,000 to $999,999             1.00%               1.01%              0.75%        
 
$1,000,000 or more              None   *            None   *           *             
 
</TABLE>
 
   * SEE SECTION ENTITLED FINDERS FEE.    
FINDERS FEE. On eligible purchases of Class A shares in amounts of $1
million or more, investment professionals will be compensated with a fee at
the rate of 0.25% of the amount purchased. 
Any assets on which a finders fee has been paid will bear a contingent
deferred sales charge (Class A CDSC) if they do not remain in Class A
shares of the Fidelity Advisor    f    unds, Initial Class shares of Daily
Money Fund: US Treasury Portfolio or Daily Money Fund: Money Market
Portfolio, or shares of Daily Tax-Exempt Money Fund, for a period of at
least one uninterrupted year. The Class A CDSC will be 0.25% of the lesser
of the cost of the shares at the initial date of purchase or the value of
the shares at redemption, not including any reinvested dividends or capital
gains. Class A CDSC shares representing reinvested dividends and capital
gains, if any, will be redeemed first, followed by other Class A CDSC
shares that have been held for the longest period of time.
   Shares held by an insurance company separate account will be aggregated
at the client (e.g., the contract holder or plan sponsor) level, not at the
separate account level. Upon request, anyone claiming eligibility for the
0.25% fee with respect to shares held by an insurance company separate
account must provide FDC access to records detailing purchases at the
client level.
With respect to employee benefit plans, the Class A CDSC does not apply to
the following types of redemptions; (i) plan loans or distributions or (ii)
exchanges to non-Advisor fund investment options. With respect to
Individual Retirement Accounts, the Class A CDSC does not apply to
redemptions made for disability, payment of death benefits, or required
partial distributions starting at age 70.    
CONTINGENT DEFERRED SALES CHARGE. Class B shares may, upon redemption, be
assessed a CDSC based on the following schedules:
EQUITY FUNDS THAT OFFER CLASS B SHARES:                  
 
From Date of Purchase                     Contingent     
                                          Deferred       
                                          Sales Charge   
 
   Less than     1 year                    4%   
 
   1 year to less than     2 years         3%   
 
   2 years 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%   
 
BOND FUNDS:                            
 
From Date of Purchase   Contingent     
                        Deferred       
                        Sales Charge   
 
Less than 1 year                    4%   
 
1 year to less than 2 years         3%   
 
2 years 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%   
 
INTERMEDIATE-   T    ERM BOND FUNDS:                  
 
From Date of Purchase                  Contingent     
                                       Deferred       
                                       Sales Charge   
 
Less than 1 year                    3%   
 
1 year to less than 2 years         2%   
 
2 years to less than 3 years        1%   
 
3 years to less than 4 years [B]    0%   
 
[A] AFTER A MAXIMUM HOLDING PERIOD OF SIX YEARS, CLASS B SHARES WILL
CONVERT AUTOMATICALLY TO CLASS A SHARES OF THE SAME FIDELITY ADVISOR FUND.
[B] AFTER A MAXIMUM HOLDING PERIOD OF FOUR YEARS, CLASS B SHARES WILL
CONVERT AUTOMATICALLY TO CLASS A SHARES OF THE SAME FIDELITY ADVISOR FUND.
When exchanging Class B shares of one fund for Class B shares of another
Fidelity Advisor fund or Class B shares of Daily Money Fund: U.S. Treasury
Portfolio, your Class B shares retain the CDSC schedule in effect when they
were originally purchased.
Investment professionals with whom FDC has agreements receive as
compensation from FDC a concession equal to 3.00% (2.00% for the
Intermediate-Term Bond Funds) 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 (four years for the Intermediate-Term Bond
Funds), Class B shares and any capital appreciation associated with those
shares, convert automatically to Class A shares of the same Fidelity
Advisor fund. Conversion to Class A shares will be made at NAV. At the time
of conversion, a portion of the Class B shares purchased through the
reinvestment of dividends or capital gains (Dividend Shares) will also
convert to Class A shares. The portion of Dividend Shares that will convert
is determined by the ratio of your converting Class B non-Dividend Shares
to your total Class B non-Dividend Shares. 
For more information about the CDSC, including the conversion feature and
the permitted circumstances for CDSC waivers, contact your investment
professional.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A 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 funds    , 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, if any, you paid on Class A or Class B shares will be
reimbursed to you by reinvesting that amount in Class A or Class B shares,
as applicable. You must reinstate your shares into an account with the same
registration. This privilege may be exercised only once by a shareholder
with respect to a fund and certain restrictions may apply. For purposes of
the CDSC holding period schedule, the holding period of your Class A or
Class B shares will continue as if the shares had not been redeemed   .    
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity and the transfer
agent 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 page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV 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
canceled and you could be liable for any losses or fees a fund or the
transfer agent has incurred.
   (small solid bullet) Automated Purchase Orders: You begin to earn
dividends as of the day your funds are received.
(small solid bullet) Other Purchases: You begin to earn dividends as of the
first business day following the day your funds are received.    
AUTOMATED PURCHASE ORDERS. Shares 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.
   CONFIRMED PURCHASES. Certain financial institutions that meet FDC's
creditworthiness criteria may enter confirmed purchase orders on behalf of
customers by phone, with payment to follow no later than close of business
on the next business day. If payment is not received by the next business
day, the order will be canceled and the financial institution will be
liable for any losses.    
TO AVOID THE COLLECTION PERIOD associated with check purchases, consider
buying shares by bank wire, U.S. Postal money order, U.S. Treasury check,
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 by the transfer agent. 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, High Yield,
Strategic Income, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income 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 AGENTS RESERVE THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE
of $12.00 from accounts with a value of less than $2,500    (including any
amount paid as a sales charge)    , subject to an annual maximum charge of
$60.00 per shareholder. Accounts opened after September 30 will not be
subject to the fee for that year. The fee, which is payable to the transfer
agent, is designed to offset in part the relatively higher costs of
servicing smaller accounts. The fee will not be deducted from retirement
accounts (except non-   p    rototype retirement accounts), accounts using
a systematic investment program,    certain     (Network Level I and III)
accounts which are maintained through National Securities Clearing
Corporation (NSCC), or if total assets in Fidelity mutual funds exceed
$50,000. Eligibility for the $50,000 waiver is determined by aggregating
Fidelity mutual fund accounts (excluding contractual plans) maintained (i)
by FIIOC (ii) by State Street, and (iii) through NSCC; provided those
accounts are registered under the same primary social security number.
IF YOUR NON-RETIREMENT ACCOUNT BALANCE FALLS BELOW $1,000, you will be
given 30 days' notice to reestablish the minimum balance. If you do not
increase your balance, 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 professionals who support the sale
of shares of the funds. In some instances, these incentives will be offered
only to certain types of investment professionals, such as bank-affiliated
or non-bank affiliated broker-dealers, or to investment professionals whose
representatives provide services in connection with the sale or expected
sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging Class A or Class B
shares of a fund for the same class of shares of other Fidelity Advisor
funds at NAV; Class A shares for Initial Class shares of Daily Money Fund:
U.S. Treasury Portfolio or Daily Money Fund: Money Market Portfolio, or
shares of Daily Tax-Exempt Money Fund; and Class B shares for Class B
shares of Daily Money Fund: U.S. Treasury Portfolio.    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 have held Class A shares of Short Fixed-Income
or Short-Intermediate Municipal Income for less than six months and you
exchange into Class A of another Advisor fund, you pay the difference
between that fund's Class A front-end sales charge and any Class A
front-end sales charge you may have previously paid in connection with the
shares you are exchanging.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of 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) Any exchanges of Class A or Class B shares are not
subject to a CDSC.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify 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  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 fund, and to purchases of Initial Class
shares and Class B shares of Daily Money Fund: U.S. Treasury Portfolio,
Initial Class shares of Daily Money Fund: Money Market Portfolio, and
shares of Daily Tax-Exempt Money Fund acquired by exchange from any
Fidelity Advisor fund. The minimum investment eligible for a quantity
discount is $50,000, except that the minimum    investment     for the
Short-Term Bond Funds is $500,000.
To qualify for a quantity discount, investing in a fund's Class A 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 professiona    l and the total is at least $50,000 (or at
least $500,000 for the Short-Term Bond Funds).
RIGHTS OF ACCUMULATION let you determine your front-end sales charge on
Class A shares by adding to your new purchase of Class A shares the value
of all of the Fidelity Advisor fund 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 shares and Class B shares of Daily Money Fund: U.S. Treasury
Portfolio, Initial Class shares of Daily Money Fund: Money Market
Portfolio, and shares of Daily Tax-Exempt Money Fund acquired by exchange
from any Fidelity Advisor fund.
A LETTER OF INTENT (the Letter) 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 with the transfer agent 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 for a Fidelity or Fidelity Advisor IRA account with the
proceeds of a distribution (i) from an employee benefit plan that qualified
for waiver (11) or had a minimum of $3 million in plan assets invested in
Fidelity funds; or (ii) from an insurance company separate account
qualifying under (6) 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 funds;
6. 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;
7. Purchased for any state, county, or city, or any governmental
instrumentality, department, authority or agency;
8. Purchased with redemption proceeds from other mutual fund complexes on
which you have previously paid a front-end sales charge or CDSC;
9. Purchased by a trust institution or bank trust department (excluding
assets described in (11) and (12) below) that has executed a participation
agreement with FDC specifying certain asset minimums and qualifications,
and marketing restrictions. Assets managed by third parties do not qualify
for this waiver;
10. Purchased for use in a broker-dealer managed account program, provided
the broker-dealer has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plans assets do not
qualify for this waiver;
11. Purchased as part of an employee benefit plan having more than (i) 200
eligible employees or a minimum of $1 million of plan assets invested in
Fidelity Advisor funds; or (ii) 25 eligible employees or $250,000 of plan
assets invested in Fidelity Advisor funds that subscribe to the Advisor
Retirement Connection or similar FIIS-sponsored program;
12. Purchased as part of an employee benefit plan through an intermediary
that has signed a participation agreement with FDC specifying certain asset
minimums and qualifications, and marketing, program and trading
restrictions;
13. Purchased on a discretionary basis by a registered investment advisor
which is not part of an organization primarily engaged in the brokerage
business, that has executed a participation agreement with FDC specifying
certain asset minimums and qualifications, and marketing, program and
trading restrictions. Employee benefit plan assets do not qualify for this
waiver   ; or    
14. Purchased with    distributions of income, principal, and capital gains
    from Fidelity Defined Trusts.
In order to continue to qualify for waivers (9), (10) and (13), eligible
investors with existing Class A accounts will be required to sign and
comply with a participation agreement.    I    nvestors    prior to June
30, 1995 that have not signed a     Participation Agreement will be allowed
to continue investing in Class A shares under the terms of their current
relationship until June 30, 1997, after which they will be prevented from
making new or subsequent purchases in Class A load waived, except that
employee benefit plans will be permitted to make additional purchases of
Class A shares load waived.
You must notify FDC in advance if you qualify for a front-end sales charge
waiver. Employee benefit plan investors must meet additional requirements
specified in the funds' SAI.
If you    are investing through an account managed by     a
broker-dealer   , if you have authorized an     investment adviser to make
investment decisions for you, or if you are investing through a trust
department, you may qualify to purchase either Class A shares without a
sales charge (as described in (9), (10) and (13), above) or Institutional
Class shares. Because Institutional Class shares have no sales charge, and
do not pay a distribution fee or a shareholder service fee, Institutional
Class shares are expected to have a higher total return than Class A or
Class B shares. Contact your investment professional to discuss if you
qualify.
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 A
DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS:
AAA - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
AA - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in the Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
BAA - Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.
CAA - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
CA - Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
short-comings.
C - Bonds which are rated C are the lowest-rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
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. Those bonds in the Aa, A, Baa, Ba, and B groups
which Moody's believes possess the strongest investment attributes are
designated by the symbols Aa1, A1, Baa1, and B1.
DESCRIPTION OF S&P'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt 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.
The BB rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB - rating.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B - rating.
CC - The rating CC typically is applied to debt subordinated to senior debt
that 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 also will
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
No dealer, sales representative or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC . This Prospectus and the related SAI do not
constitute an offer by the funds or by FDC to sell or to buy shares of the
funds to any person to whom it is unlawful to make such offer.
APPENDIX B
OVERSEAS - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                            <C>            <C>            <C>            <C>            <C>            <C>       
Calendar year total returns   +                1991           1992           1993           1994           1995                     
 
OVERSEAS - CLASS A                             6.78%          -4.8   3       41.84          1.98%          8.64%                    
                                                                    %       %                                                      
 
Lipper International Funds AverageA            12.73          -4.85          36.69          -0.71          9.41%                    
                                               %              %              %              %                                       
 
   Morgan Stanley EAFE Index                      12.13          -12.1          32.56          7.78%          11.21                 
                                                  %              7%             %                             %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 4, Col: 1, Value: 0.0
Row: 5, Col: 1, Value: 0.0
Row: 6, Col: 1, Value: 6.78
Row: 7, Col: 1, Value: -4.88
Row: 8, Col: 1, Value: 41.84
Row: 9, Col: 1, Value: 1.98
Row: 10, Col: 1, Value: 8.639999999999999
(LARGE SOLID BOX) OVERSEAS - CLASS A
EQUITY GROWTH - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>        <C>         <C>          <C>         <C>        <C>         <C>         <C>         <C>          <C>   
Calendar year total returns   +       
1986        1987        1988        1989        1990        1991        1992        1993        1994         1995                   
 
EQUITY GROWTH - CLASS A               
14.51       -0.57       15.57       44.84       6.93%       64.71       9.89%       14.85       -0.89       39.14                   
%           %           %           %                       %                       %           %          %                        
 
Lipper Growth Funds AverageB          
14.73       3.08%       14.79       26.91       -4.49       36.70       8.08%       10.63       -2.17       30.79                 
%                       %           %           %           %                       %           %           %                       
 
   S&P 500                            
   18.56    5.10%       16.61       31.69       -3.10       30.47       7.62%       10.08       1.32%       37.58    
   %                       %          %           %           %                      %                        %    
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 14.51
Row: 2, Col: 1, Value: -0.5700000000000001
Row: 3, Col: 1, Value: 15.57
Row: 4, Col: 1, Value: 44.84
Row: 5, Col: 1, Value: 6.930000000000001
Row: 6, Col: 1, Value: 64.71000000000001
Row: 7, Col: 1, Value: 9.890000000000001
Row: 8, Col: 1, Value: 14.85
Row: 9, Col: 1, Value: -0.89
Row: 10, Col: 1, Value: 39.14
(LARGE SOLID BOX) EQUITY GROWTH - CLASS A
GLOBAL RESOURCES - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>          <C>          <C>          <C>           <C>            <C>            <C>            <C> 
Calendar year total returns   +                           
1988         1989         1990         1991           1992           1993           1994           1995                            
 
GLOBAL RESOURCES - CLASS A                                
16.10        33.14        -5.28        14.47          13.33          37.94          -2.28          28.67                           
%            %            %            %              %              %                 %           %                               
 
Lipper Natural Resources Funds                            
8.83%        32.32        -8.59        2.92%          1.47%          22.94          -4.09          1   8    .8   0                 
AverageC     %            %                                          %              %                     %                        
 
   S&P 500                                                
   16.61        31.69        -3.10        30.47          7.62%          10.08          1.32%          37.58                        
   %            %            %            %                             %                             %                            
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 3, Col: 1, Value: 16.1
Row: 4, Col: 1, Value: 33.14
Row: 5, Col: 1, Value: -5.28
Row: 6, Col: 1, Value: 14.47
Row: 7, Col: 1, Value: 13.33
Row: 8, Col: 1, Value: 37.94
Row: 9, Col: 1, Value: -2.28
Row: 10, Col: 1, Value: 28.67
(LARGE SOLID BOX) GLOBAL RESOURCES - CLASS A
GROWTH OPPORTUNITIES - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                          
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>       
Calendar year total returns   +                           
1988           1989           1990           1991           1992           1993           1994           1995                     
 
GROWTH OPPORTUNITIES - CLASS A                            
33.28          24.14          -1.65          42.68          15.03          22.17          2.86%          33.04                    
%              %              %              %              %              %                             %                        
 
Lipper Growth Funds AverageB                              
14.79          26.91          -4.49          36.7%          8.08%          10.63          -2.17          30.79                    
%              %              %                                            %              %              %                        
 
   S&P 500                                                
   16.61          31.69          -3.10          30.47          7.62%          10.08          1.32%          37.58                 
   %              %              %              %                             %                             %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 33.28
Row: 4, Col: 1, Value: 24.14
Row: 5, Col: 1, Value: -1.65
Row: 6, Col: 1, Value: 42.68
Row: 7, Col: 1, Value: 15.03
Row: 8, Col: 1, Value: 22.17
Row: 9, Col: 1, Value: 2.86
Row: 10, Col: 1, Value: 33.04
(LARGE SOLID BOX) GROWTH OPPORTUNITIES - CLASS 
A
STRATEGIC OPPORTUNITIES - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Calendar year total returns   +       
1986        1987        1988        1989        1990        1991        1992        1993        1994        1995                  
 
STRATEGIC OPPORTUNITIES - CLASS A     
27.92       -6.33       22.25       32.60       -7.17       23.08       12.87       20.44         -    7.17 38.16                   
%           %           %           %          %           %           %           %           %           %                        
 
Lipper Capital Appreciation FundsD    
14.02     -0.0   3      14.09      26.6%       -8.24       39.91       8.78%       15.68       -3.38       30.34                    
%            %          %                      %           %                       %           %           %                        
 
   S&P 500                            
   18.56   5.10%          16.61    31.69          -3.10    30.47          7.62%    10.08          1.32%    37.58                 
   %                      %           %           %           %                       %                       %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 27.92
Row: 2, Col: 1, Value: -6.33
Row: 3, Col: 1, Value: 22.25
Row: 4, Col: 1, Value: 32.6
Row: 5, Col: 1, Value: -7.17
Row: 6, Col: 1, Value: 23.08
Row: 7, Col: 1, Value: 12.87
Row: 8, Col: 1, Value: 20.44
Row: 9, Col: 1, Value: 7.17
Row: 10, Col: 1, Value: 38.16
(LARGE SOLID BOX) STRATEGIC OPPORTUNITIES - 
CLASS A
EQUITY INCOME - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>         <C>         <C>         <C>        <C>         <C>         <C>         <C>         <C>         <C>
Calendar year total returns   +       
1986        1987        1988        1989        1990        1991        1992        1993        1994       1995                     
 
EQUITY INCOME - CLASS A               
17.44       -2.24       23.23       18.43       -14.2       29.81       14.68       18.03       6.46%      32.55                    
%           %           %           %           8%          %           %           %                      %                        
 
Lipper Equity Income Funds AverageE   
17.00       -2.18       16.74       22.18       -6.78       26.86       9.77%       13.66       -2.54       30.17                  
%           %           %           %           %           %                       %           %           %                       
 
   S&P 500                            
   18.56   5.10%          16.61     31.69          -3.10   30.47          7.62%        10.08       1.32%       37.58     
   %                      %            %           %          %                        %                       %                    
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 17.44
Row: 2, Col: 1, Value: -2.24
Row: 3, Col: 1, Value: 23.23
Row: 4, Col: 1, Value: 18.43
Row: 5, Col: 1, Value: -14.28
Row: 6, Col: 1, Value: 29.81
Row: 7, Col: 1, Value: 14.68
Row: 8, Col: 1, Value: 18.03
Row: 9, Col: 1, Value: 6.46
Row: 10, Col: 1, Value: 32.55
(LARGE SOLID BOX) EQUITY INCOME - CLASS A
INCOME & GROWTH - CLASS A 
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>       <C>       
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>       
Calendar year total returns   +                           
1988           1989           1990           1991           1992           1993           1994           1995                     
 
INCOME & GROWTH - CLASS A                                 
20.89          24.60          -2.94          34.48          9.20%          19.66          -5.09          14.06                    
%              %              %              %                             %              %              %                        
 
Lipper Balanced Funds AverageF                            
12.34          19.57          -0.5   7       26.69          7.07%          10.91          -2.5%          25.   1    6             
%              %                     %       %                             %                             %                        
 
   S&P 500                                                
   16.61          31.69          -3.10          30.47          7.62%          10.08          1.32%          37.58                 
   %              %              %              %                             %                             %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 20.89
Row: 4, Col: 1, Value: 24.6
Row: 5, Col: 1, Value: -2.94
Row: 6, Col: 1, Value: 34.48
Row: 7, Col: 1, Value: 9.199999999999999
Row: 8, Col: 1, Value: 19.66
Row: 9, Col: 1, Value: -5.06
Row: 10, Col: 1, Value: 14.06
(LARGE SOLID BOX) INCOME & GROWTH - CLASS A
EMERGING MARKETS INCOME - CLASS A
 
<TABLE>
<CAPTION>
<S>                                                 <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>            <C>   
Calendar year total returns   +                                                                           1995                 
 
EMERGING MARKETS INCOME - CLASS                                                                           6.99%                
A                                                                                                                              
 
Lipper General World Income Funds Average   G                                                                18.05             
                                                                                                             %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: 6.99
(LARGE SOLID BOX) EMERGING MARKETS INCOME 
CLASS A
HIGH YIELD - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   +                   
1988           1989           1990           1991           1992           1993           1994           1995                 
 
HIGH YIELD - CLASS A                              
17.24          3.64%          7.30%          34.94          23.09          20.45          -1.49          19.27                
%                                            %              %              %              %              %                    
 
Lipper High Current Yield Funds                   
   12.89          -0.58          -10.1          36.91          17.51          18.95          -3.85          16.43             
Average   H                                       
   %              %              3%             %              %              %              %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 17.24
Row: 4, Col: 1, Value: 3.64
Row: 5, Col: 1, Value: 7.3
Row: 6, Col: 1, Value: 34.94
Row: 7, Col: 1, Value: 23.09
Row: 8, Col: 1, Value: 20.45
Row: 9, Col: 1, Value: -1.49
Row: 10, Col: 1, Value: 19.27
(LARGE SOLID BOX) HIGH YIELD - CLASS A
STRATEGIC INCOME- CLASS A
 
<TABLE>
<CAPTION>
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>            <C>   
Calendar year total returns   +                                                                   1995                 
 
STRATEGIC INCOME - CLASS A                                                                        22.02                
                                                                                                     %                 
 
Lipper General Bond Funds Average   I                                                                18.02             
                                                                                                     %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: 22.02
(LARGE SOLID BOX) STRATEGIC INCOME - CLASS A
GOVERNMENT INVESTMENT - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                        <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   +                        
1988           1989           1990           1991           1992           1993           1994           1995                 
 
GOVERNMENT INVESTMENT - CLASS A                        
6.57%          11.75          8.37%          13.45          6.48%          9.36%          -3.85          17.65                
               %                             %                                            %              %                    
 
Lipper General U.S. Government                         
   6.67%          12.46          8.22%          14.44          6.41%          9.42%          -4.64          17.34             
Bond Funds Average   J                                 
                  %                             %                                            %              %                 
 
   Salomon Brothers Treasury/Agency                    
   7.10%          14.24          8.78%          15.33          7.24%          10.74          -3.40          18.39             
   Index                                                
                 %                             %                             %              %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 6.57
Row: 4, Col: 1, Value: 11.75
Row: 5, Col: 1, Value: 8.370000000000001
Row: 6, Col: 1, Value: 13.45
Row: 7, Col: 1, Value: 6.48
Row: 8, Col: 1, Value: 9.360000000000001
Row: 9, Col: 1, Value: -3.85
Row: 10, Col: 1, Value: 17.65
(LARGE SOLID BOX) GOVERNMENT INVESTMENT - 
CLASS A
INTERMEDIATE BOND - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                      
<C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>            <C> 
 
1986        1987        1988        1989        1990        1991        1992        1993        1994           1995                 
 
INTERMEDIATE BOND - CLASS A              
14.33       2.32%       7.84%       12.11       7.91%       15.16       7.13%       11.49       -2.47        12.19                
%                                   %                       %                      %              %              %
 
Lipper Intermediate Investment Grade     
   14.73   2.13%          7.06%   11.67          7.22%   15.63          6.88%   9.52%          -3.25          16.62             
Bond Funds Average   K                   
   %                                %                       %                                  %              %                 
 
   Lehman Brothers Intermediate          
   13.14   3.66%          6.67%  12.77          9.16%    14.62          7.17%   8.79%          -1.93          15.33             
   Government/Corporate Bond Index       
   %                                %                      %                                   %              %     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 14.33
Row: 2, Col: 1, Value: 2.32
Row: 3, Col: 1, Value: 7.84
Row: 4, Col: 1, Value: 12.11
Row: 5, Col: 1, Value: 7.91
Row: 6, Col: 1, Value: 15.16
Row: 7, Col: 1, Value: 7.13
Row: 8, Col: 1, Value: 11.49
Row: 9, Col: 1, Value: -2.47
Row: 10, Col: 1, Value: 12.19
(LARGE SOLID BOX) INTERMEDIATE BOND - CLASS A
SHORT FIXED-INCOME - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   +                   
1988           1989           1990           1991           1992           1993           1994           1995                 
 
SHORT FIXED-INCOME - CLASS A                      
6.19%          10.31          5.87%          13.37          7.61%          9.49%          -3.37          9.81%                
              %                             %                                            %                                   
 
Lipper Short Investment Grade Bond                
   6.86%          10.22          7.87%          12.88          5.97%          6.45%          -0.44          10.84             
Funds Average   L                                 
                  %                             %                                            %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 6.19
Row: 4, Col: 1, Value: 10.31
Row: 5, Col: 1, Value: 5.87
Row: 6, Col: 1, Value: 13.37
Row: 7, Col: 1, Value: 7.609999999999999
Row: 8, Col: 1, Value: 9.49
Row: 9, Col: 1, Value: -3.37
Row: 10, Col: 1, Value: 9.81
(LARGE SOLID BOX) SHORT FIXED-INCOME - CLASS A
HIGH INCOME MUNICIPAL - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   +                   
1988           1989           1990           1991           1992           1993           1994           1995                 
 
HIGH INCOME MUNICIPAL - CLASS A                   
11.80          13.09          10.29          12.18          11.11          13.79          -8.05          16.65                
                                                  
%              %              %              %              %              %              %              %                    
 
Lipper High Yield Municipal Bond                  
   11.28          10.11          5.13%          11.52          8.51%          11.41          -4.67          15.98             
Funds                                             
   %              %                             %                             %              %              %                 
Average   M                               
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 11.8
Row: 4, Col: 1, Value: 13.09
Row: 5, Col: 1, Value: 10.29
Row: 6, Col: 1, Value: 12.18
Row: 7, Col: 1, Value: 11.11
Row: 8, Col: 1, Value: 13.79
Row: 9, Col: 1, Value: -8.050000000000001
Row: 10, Col: 1, Value: 16.65
(LARGE SOLID BOX) HIGH INCOME MUNICIPAL - 
CLASS A
INTERMEDIATE MUNICIPAL INCOME - CLASS A
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>       <C>        <C>        <C>        <C>        <C>        <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   +       
1986       1987      1988       1989       1990       1991       1992           1993           1994           1995                 
 
INTERMEDIATE MUNICIPAL INCOME -       
13.71     2.33%      7.38%      7.79%      6.37%      9.64%      7.32%          9.43%          -5.68          14.20                
CLASS A                               
%                                                                                              %              %                    
 
Lipper Intermediate Municipal Bond    
   13.53  1.32%        7.57%   8.26%         6.59%   10.52          7.80%          10.18          -3.51          12.89             
Funds Average   N                     
   %                                                    %                          %              %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 13.71
Row: 2, Col: 1, Value: 2.33
Row: 3, Col: 1, Value: 7.38
Row: 4, Col: 1, Value: 7.79
Row: 5, Col: 1, Value: 6.37
Row: 6, Col: 1, Value: 9.639999999999999
Row: 7, Col: 1, Value: 7.319999999999999
Row: 8, Col: 1, Value: 9.43
Row: 9, Col: 1, Value: -5.68
Row: 10, Col: 1, Value: 14.2
(LARGE SOLID BOX) INTERMEDIATE MUNICIPAL 
INCOME - CLASS A
SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS A
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>            <C>   
Calendar year total returns   +                                                             1995                 
 
SHORT-INTERMEDIATE MUNICIPAL                                                                8.68%                
INCOME - CLASS A                                                                                                 
 
Lipper Short Municipal Debt Funds                                                              7.43%             
Average   O                                                                                                      
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: 8.68
(LARGE SOLID BOX) SHORT-INTERMEDIATE MUNICIPAL 
INCOME - CLASS A
OVERSEAS - CLASS B
 
 
 
<TABLE>
<CAPTION>
<S>                                         <C>            <C>            <C>            <C>            <C> 
Calendar year total returns   +             1991           1992           1993           1994           1995                     
 
OVERSEAS - CLASS B                          6.78%          -4.83          41.84          1.98%          8.58%                    
                                                           %              %                                                      
 
Lipper International Funds AverageA         12.73          -4.85          36.69          -0.71          9.41%                    
                                            %              %              %              %                                       
 
   Morgan Stanley EAFE Index                 32.56          7.78%          11.21    
                                             %              7%             %                             %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: 6.78
Row: 7, Col: 1, Value: -4.83
Row: 8, Col: 1, Value: 41.84
Row: 9, Col: 1, Value: 1.98
Row: 10, Col: 1, Value: 8.58
(LARGE SOLID BOX) OVERSEAS - CLASS B
GLOBAL RESOURCES - CLASS B
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>       
Calendar year total returns   +                           
1988           1989           1990           1991           1992           1993           1994           1995                     
 
GLOBAL RESOURCES - CLASS B                                
16.10          33.14          -5.28          14.47          13.33          37.94          -2.28          28.24                    
%              %              %              %              %              %              %              %                        
 
Lipper Natural Resources Funds                            
8.83%          32.32          -8.59          2.92%          1.47%          22.94          -4.09          18.80                    
AverageC       %              %                                            %              %              %                        
 
   S&P 500                                                
   16.61          31.69          -3.10          30.47          7.62%          10.08          1.32%          37.58                 
   %              %              %              %                             %                             %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 3, Col: 1, Value: 16.1
Row: 4, Col: 1, Value: 33.14
Row: 5, Col: 1, Value: -5.28
Row: 6, Col: 1, Value: 14.47
Row: 7, Col: 1, Value: 13.33
Row: 8, Col: 1, Value: 37.94
Row: 9, Col: 1, Value: -2.28
Row: 10, Col: 1, Value: 28.24
(LARGE SOLID BOX) GLOBAL RESOURCES - CLASS B
STRATEGIC OPPORTUNITIES - CLASS B
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>            <C>            <C>       
Calendar year total returns   +       
1986       1987       1988       1989       1990       1991       1992       1993           1994           1995                     
 
STRATEGIC OPPORTUNITIES - CLASS B     
27.92      -6.33      22.25      32.60      -7.17      23.08      12.87      20.44          -7.22          37.35                    
%          %          %          %          %          %          %          %              %              %                        
 
Lipper Capital Appreciation FundsD    
14.02      -0.03      14.09      26.6%      -8.24      39.91      8.78%      15.68          -3.38          30.34                    
%          %          %                    %           %                     %              %              %                        
 
   S&P 500                            
   18.56   5.10%          16.61  31.69          -3.10  30.47          7.62%  10.08          1.32%          37.58                 
   %                      %         %           %         %                     %                             %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 27.92
Row: 2, Col: 1, Value: -6.33
Row: 3, Col: 1, Value: 22.25
Row: 4, Col: 1, Value: 32.6
Row: 5, Col: 1, Value: -7.17
Row: 6, Col: 1, Value: 23.08
Row: 7, Col: 1, Value: 12.87
Row: 8, Col: 1, Value: 20.44
Row: 9, Col: 1, Value: -7.22
Row: 10, Col: 1, Value: 37.34999999999999
(LARGE SOLID BOX) STRATEGIC OPPORTUNITIES - 
CLASS B
EQUITY INCOME - CLASS B
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>        <C>        <C>        <C>        <C>       <C>        <C>        <C>            <C>            <C>            <C>       
Calendar year total returns   +       
1986       1987       1988       1989       1990       1991       1992       1993           1994           1995                     
 
EQUITY INCOME - CLASS B               17.44          
- -2.24       23.23     18.43      -14.2      29.81      14.68      18.03      6.39%          31.96                    
%          %          %          %          8%         %          %          %                             %                        
 
Lipper Equity Income Funds AverageE   
17.00      -2.18      16.74      22.18      -6.78      26.86      9.77%      13.66          -2.54          30.17                    
%          %          %          %          %          %                    %              %              %                        
 
   S&P 500                            
   18.56   5.10%        16.61    31.69        -3.10    30.47         7.62%   10.08          1.32%          37.58                 
   %                    %           %         %           %                     %                             %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 17.44
Row: 2, Col: 1, Value: -2.24
Row: 3, Col: 1, Value: 23.23
Row: 4, Col: 1, Value: 18.43
Row: 5, Col: 1, Value: -14.28
Row: 6, Col: 1, Value: 29.81
Row: 7, Col: 1, Value: 14.68
Row: 8, Col: 1, Value: 18.03
Row: 9, Col: 1, Value: 6.39
Row: 10, Col: 1, Value: 31.96
(LARGE SOLID BOX) EQUITY INCOME - CLASS B
EMERGING MARKETS INCOME - CLASS B
 
<TABLE>
<CAPTION>
<S>                                                 <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>            <C>   
Calendar year total returns   +                                                                           1995                 
 
EMERGING MARKETS INCOME - CLASS                                                                           6.38   %             
B                                                                                                                              
 
Lipper General World Income Funds Average   G                                                                18.05             
                                                                                                             %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 4, Col: 1, Value: 0.0
Row: 5, Col: 1, Value: 0.0
Row: 6, Col: 1, Value: 0.0
Row: 7, Col: 1, Value: 0.0
Row: 8, Col: 1, Value: 0.0
Row: 9, Col: 1, Value: 0.0
Row: 10, Col: 1, Value: 6.38
(LARGE SOLID BOX) EMERGING MARKETS INCOME -
CLASS B
HIGH YIELD- CLASS B
 
 
 
<TABLE>
<CAPTION>
<S>                                               <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   +                               
1988           1989           1990           1991           1992           1993           1994           1995                 
 
HIGH YIELD - CLASS B                                          
17.24          3.64%          7.30%          34.94          23.09          20.45          -2.11          18.34                
%                                            %              %              %              %              %                    
 
Lipper High Current Yield Funds Average   H                   
   12.89          -0.58          -10.1          36.91          17.51          18.95          -3.85          16.43             
   %              %              3%             %              %              %              %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 17.24
Row: 4, Col: 1, Value: 3.64
Row: 5, Col: 1, Value: 7.3
Row: 6, Col: 1, Value: 34.94
Row: 7, Col: 1, Value: 23.09
Row: 8, Col: 1, Value: 20.45
Row: 9, Col: 1, Value: -2.11
Row: 10, Col: 1, Value: 18.34
(LARGE SOLID BOX) HIGH YIELD - CLASS B
STRATEGIC INCOME- CLASS B
 
<TABLE>
<CAPTION>
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>            <C>   
Calendar year total returns   +                                                                   1995                 
 
STRATEGIC INCOME - CLASS B                                                                        21.35                
                                                                                                  %                    
 
Lipper General Bond Funds Average   I                                                                18.02             
                                                                                                     %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: 21.35
(LARGE SOLID BOX) STRATEGIC INCOME - CLASS B
GOVERNMENT INVESTMENT - CLASS B
 
 
 
<TABLE>
<CAPTION>
<S>                                        <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   +                        
1988           1989           1990           1991           1992           1993           1994           1995                 
 
GOVERNMENT INVESTMENT - CLASS B                        
6.57%          11.75          8.37%          13.45          6.48%          9.36%          -4.38          16.92                
               %                             %                                            %              %                    
 
Lipper General U.S. Government                         
   6.67%          12.46          8.22%          14.44          6.41%          9.42%          -4.64          17.34             
Bond Funds Average   J                                                
                  %                             %                                            %              %                 
 
   Salomon Brothers Treasury/Agency                    
   7.10%          14.24          8.78%          15.33          7.24%          10.74          -3.40          18.39             
   Index          %                             %                             %              %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 6.57
Row: 4, Col: 1, Value: 11.75
Row: 5, Col: 1, Value: 8.370000000000001
Row: 6, Col: 1, Value: 13.45
Row: 7, Col: 1, Value: 6.48
Row: 8, Col: 1, Value: 9.360000000000001
Row: 9, Col: 1, Value: -4.38
Row: 10, Col: 1, Value: 16.92
(LARGE SOLID BOX) GOVERNMENT INVESTMENT - 
CLASS B
INTERMEDIATE BOND - CLASS B
 
 
 
<TABLE>
<CAPTION>
<S>                                      
<C>        <C>        <C>        <C>        <C>        <C>        <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   +          
1986       1987       1988       1989       1990       1991       1992           1993           1994           1995                 
 
INTERMEDIATE BOND - CLASS B              
14.33      2.32%      7.84%      12.11      7.91%      15.16      7.13%          11.49          -3.10          11.51                
%                                %                     %                        %              %              %                    
 
Lipper Intermediate Investment Grade     
   14.73   2.13%        7.06%    11.67        7.22%   15.63          6.88%          9.52%          -3.25          16.62             
Bond Funds Average   K                   
   %                                %                    %                                      %              %                 
 
   Lehman Brothers Intermediate          
   13.14   3.66%        6.67%    12.77        9.16%   14.62          7.17%          8.79%          -1.93          15.33             
   Government/Corporate Bond Index       
   %                               %                     %                                     %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 14.33
Row: 2, Col: 1, Value: 2.32
Row: 3, Col: 1, Value: 7.84
Row: 4, Col: 1, Value: 12.11
Row: 5, Col: 1, Value: 7.91
Row: 6, Col: 1, Value: 15.16
Row: 7, Col: 1, Value: 7.13
Row: 8, Col: 1, Value: 11.49
Row: 9, Col: 1, Value: -3.1
Row: 10, Col: 1, Value: 11.51
(LARGE SOLID BOX) INTERMEDIATE BOND - CLASS B
HIGH INCOME MUNICIPAL - CLASS B
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   +                   
1988           1989           1990           1991           1992           1993           1994           1995                 
 
HIGH INCOME MUNICIPAL - CLASS B                   
11.80          13.09          10.29          12.18          11.11          13.79          -8.52          15.60                
%              %              %              %              %              %              %              %                    
 
Lipper High Yield Municipal Bond                  
   11.28          10.11          5.13%          11.52          8.51%          11.41          -4.67          15.98             
Funds                                             
   %              %                             %                             %              %              %                 
Average   M                                
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 11.8
Row: 4, Col: 1, Value: 13.09
Row: 5, Col: 1, Value: 10.29
Row: 6, Col: 1, Value: 12.18
Row: 7, Col: 1, Value: 11.11
Row: 8, Col: 1, Value: 13.79
Row: 9, Col: 1, Value: -8.52
Row: 10, Col: 1, Value: 15.6
(LARGE SOLID BOX) HIGH INCOME MUNICIPAL - 
CLASS B
INTERMEDIATE MUNICIPAL INCOME - CLASS B
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>       <C>       <C>       <C>       <C>       <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   +       
1986      1987      1988      1989      1990      1991           1992           1993           1994           1995                 
 
INTERMEDIATE MUNICIPAL INCOME -       
13.71     2.33%     7.38%     7.79%    6.37%     9.64%          7.32%          9.43%          -6.12          13.22                
CLASS B                               
%                                                                                              %              %                    
 
Lipper Intermediate Municipal Bond    
   13.53  1.32%     7.57%     8.26%    6.59%     10.52          7.80%          10.18          -3.51          12.89             
Funds Average   N                     
   %                                                %                             %              %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 13.71
Row: 2, Col: 1, Value: 2.33
Row: 3, Col: 1, Value: 7.38
Row: 4, Col: 1, Value: 7.79
Row: 5, Col: 1, Value: 6.37
Row: 6, Col: 1, Value: 9.639999999999999
Row: 7, Col: 1, Value: 7.319999999999999
Row: 8, Col: 1, Value: 9.43
Row: 9, Col: 1, Value: -6.119999999999999
Row: 10, Col: 1, Value: 13.22
(LARGE SOLID BOX) INTERMEDIATE MUNICIPAL 
INCOME - CLASS B
   + RETURNS DO NOT INCLUDE THE EFFECT OF PAYING CLASS A'S MAXIMUM
FRONT-END SALES CHARGE OR CLASS B'S APPLICABLE CONTINGENT DEFERRED SALES
CHARGE. INITIAL OFFERING OF CLASS A SHARES FOR EQUITY GROWTH, EQUITY
INCOME, INTERMEDIATE BOND, AND INTERMEDIATE MUNICIPAL INCOME TOOK PLACE ON
SEPTEMBER 10, 1992, AND BEAR A 12B-1 FEE (AT THEN CURRENTLY APPLICABLE
RATES FOR EQUITY GROWTH AND EQUITY INCOME OF 0.65%, AND FOR INTERMEDIATE
BOND AND INTERMEDIATE MUNICIPAL INCOME OF 0.25%) WHICH IS NOT REFLECTED IN
PRIOR DATE RETURNS. RETURNS PRIOR TO SEPTEMBER 10, 1992 ARE THOSE OF
INSTITUTIONAL CLASS, THE ORIGINAL CLASS OF EACH FUND WHICH DOES NOT BEAR A
12B-1 FEE. CLASS A SHARE RETURNS WOULD HAVE BEEN LOWER HAD ITS 12B-1 FEE
BEEN REFLECTED IN PRIOR DATE RETURNS.
INITIAL OFFERING OF CLASS A SHARES FOR STRATEGIC OPPORTUNITIES TOOK PLACE
ON AUGUST 20, 1986, AND BEAR A 12B-1 FEE (AT THEN CURRENTLY APPLICABLE RATE
OF 0.65%) WHICH IS NOT REFLECTED IN PRIOR DATE RETURNS. RETURNS PRIOR TO
AUGUST 20, 1986 ARE THOSE OF INITIAL CLASS, THE ORIGINAL CLASS OF THE FUND
WHICH DOES NOT BEAR A 12B-1 FEE. CLASS A SHARE RETURNS WOULD HAVE BEEN
LOWER HAD ITS 12B-1 FEES BEEN REFLECTED IN PRIOR DATE RETURNS.
INITIAL OFFERING OF CLASS B SHARES FOR EQUITY INCOME, INTERMEDIATE BOND,
AND INTERMEDIATE MUNICIPAL INCOME TOOK PLACE ON JUNE 30, 1994, AND BEAR A
12B-1 AND SHAREHOLDER SERVICING FEE (AT A THEN CURRENTLY APPLICABLE
COMBINED RATE OF 1.00%) WHICH IS NOT REFLECTED IN PRIOR DATE RETURNS.
RETURNS PRIOR TO JUNE 30, 1994, AND SEPTEMBER 10, 1992, ARE THOSE OF CLASS
A AND INSTITUTIONAL CLASS SHARES, RESPECTIVELY. CLASS A RETURNS INCLUDE A
THEN CURRENTLY APPLICABLE 12B-1 FEE OF 0.65% FOR EQUITY INCOME, AND 0.25%
FOR INTERMEDIATE BOND AND INTERMEDIATE MUNICIPAL INCOME. INSTITUTIONAL
CLASS, THE ORIGINAL CLASS OF THESE FUNDS, DOES NOT BEAR A 12B-1 FEE. CLASS
B SHARE RETURNS WOULD HAVE BEEN LOWER HAD ITS 12B-1 AND SHAREHOLDER
SERVICING FEES BEEN REFLECTED IN PRIOR DATE RETURNS.
INITIAL OFFERING OF CLASS B SHARES FOR STRATEGIC OPPORTUNITIES TOOK PLACE
ON JUNE 30, 1994, AND BEAR A 12B-1 AND SHAREHOLDER SERVICING FEE (AT A THEN
CURRENTLY APPLICABLE COMBINED RATE OF 1.00%) WHICH IS NOT REFLECTED IN
PRIOR DATE RETURNS. RETURNS PRIOR TO JUNE 30, 1994, AND AUGUST 20, 1986,
ARE THOSE OF CLASS A AND INITIAL CLASS SHARES, RESPECTIVELY. CLASS A
RETURNS INCLUDE A THEN APPLICABLE 12B-1 FEE OF 0.65%. INITIAL CLASS, THE
ORIGINAL CLASS OF THE FUND, DOES NOT BEAR A 12B-1 FEE. CLASS B SHARE
RETURNS WOULD HAVE BEEN LOWER HAD ITS 12B-1 FEE AND SHAREHOLDER SERVICING
FEE BEEN REFLECTED IN PRIOR DATE RETURNS.
INITIAL OFFERING OF CLASS B SHARES FOR EMERGING MARKETS INCOME, HIGH YIELD,
GOVERNMENT INVESTMENT, AND HIGH INCOME MUNICIPAL TOOK PLACE ON JUNE 30,
1994, AND BEAR A 12B-1 AND SHAREHOLDER SERVICING FEE (AT A THEN CURRENTLY
APPLICABLE COMBINED RATE OF 1.00%) WHICH IS NOT REFLECTED IN PRIOR DATE
RETURNS. RETURNS PRIOR TO JUNE 30, 1994, ARE THOSE OF CLASS A SHARES, THE
ORIGINAL CLASS OF THESE FUNDS AND INCLUDE THEN APPLICABLE CLASS A 12B-1
FEES OF 0.25%. CLASS B RETURNS WOULD HAVE BEEN LOWER HAD ITS 12B-1 AND
SHAREHOLDER SERVICING FEE BEEN REFLECTED IN PRIOR DATE RETURNS.
INITIAL OFFERING OF CLASS B SHARES FOR OVERSEAS AND GLOBAL RESOURCES TOOK
PLACE ON JULY 3, 1995, AND BEAR A 12B-1 AND SHAREHOLDER SERVICING FEE (AT A
THEN CURRENTLY APPLICABLE COMBINED RATE OF 1.00%) WHICH IS NOTE REFLECTED
IN PRIOR DATE RETURNS. RETURNS PRIOR TO JULY 3, 1995 ARE THOSE OF CLASS A
SHARES, THE ORIGINAL CLASS OF THESE FUNDS AND INCLUDE THEN APPLICABLE CLASS
A 12B-1 FEES OF 0.65%. CLASS B SHARE RETURNS WOULD HAVE BEEN LOWER HAD ITS
12B-1 FEES BEEN REFLECTED IN PRIOR DATE RETURNS.
[A] THE LIPPER INTERNATIONAL FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 254 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[B] THE LIPPER GROWTH FUNDS AVERAGE CURRENTLY REFLECTS THE PERFORMANCE OF
OVER 572 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[C] THE LIPPER NATURAL RESOURCES FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 32 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[D] THE LIPPER CAPITAL APPRECIATION FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 158 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[E] THE LIPPER EQUITY INCOME FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 130 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[F] THE LIPPER BALANCED FUNDS AVERAGE CURRENTLY REFLECTS THE PERFORMANCE OF
OVER 220 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[G] THE LIPPER GENERAL WORLD INCOME FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 135 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[H] THE LIPPER HIGH CURRENT YIELD FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 119 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[I] THE LIPPER GENERAL BOND FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 64 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[J] THE LIPPER GENERAL U.S. GOVERNMENT BOND FUNDS AVERAGE CURRENTLY
REFLECTS THE PERFORMANCE OF OVER 174 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[K] THE LIPPER INTERMEDIATE INVESTMENT GRADE BOND FUNDS AVERAGE CURRENTLY
REFLECTS THE PERFORMANCE OF OVER 157 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[L] THE LIPPER SHORT INVESTMENT GRADE BOND FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER 147 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[M] THE LIPPER HIGH YIELD MUNICIPAL BOND FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER 38 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[N] THE LIPPER INTERMEDIATE MUNICIPAL BOND FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER 121 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[O] THE LIPPER SHORT MUNICIPAL DEBT FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 49 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.    

 
 
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      ..............................   Financial Highlights                                  
 
      b      ..............................   *                                                     
 
      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      ..............................   *                                                     
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares; Investor       
                                              Services; Transaction Details; Exchange               
                                              Restrictions                                          
 
             iii..........................    *                                                     
 
      b      .............................    FMR and Its Affiliates                                
 
      c      ..............................   Charter                                               
 
      d      ..............................   Cover Page; Who May Want to Invest                    
 
      e      ..............................   Cover Page; How to Buy Shares; How to Sell            
                                              Shares; Investor Services; Exchange Restrictions      
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7     a      ..............................   Charter; Cover Page                                   
 
      b      ..............................   How to Buy Shares; Transaction Details                
 
      c      ..............................   *                                                     
 
      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
CLASS A AND CLASS B
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 26,
1996. 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 investment professional.
 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR 
OBLIGATIONS OF, OR GUARANTEED BY, ANY 
DEPOSITORY INSTITUTION. SHARES ARE NOT 
INSURED BY THE FDIC, FEDERAL RESERVE 
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT 
TO INVESTMENT RISKS, INCLUDING POSSIBLE 
LOSS OF PRINCIPAL AMOUNT INVESTED.
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.
ACOMI-pro-296
GROWTH FUNDS:
Fidelity Advisor Overseas Fund
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Equity Growth Fund (formerly Advisor Equity Portfolio
Growth)
Fidelity Advisor Global Resources Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Large Cap Fund
GROWTH AND INCOME FUNDS:
Fidelity Advisor Equity Income Fund
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 Intermediate Bond Fund (formerly 
Advisor Limited Term Bond Fund)
Fidelity Advisor Short Fixed-Income Fund
MUNICIPAL FUNDS:
Fidelity Advisor High Income Municipal Fund
Fidelity Advisor Intermediate Municipal Income Fund 
(formerly Advisor Limited Term Tax-Exempt Fund)
Fidelity Advisor Short-Intermediate Municipal Income Fund (formerly Advisor
Short-Intermediate Tax-Exempt Fund)
STATE MUNICIPAL FUNDS:
Fidelity Advisor California Municipal Income Fund   *    
Fidelity Advisor New York Municipal Income Fund 
(formerly Advisor New York Tax-Free Fund)   *    
* May not    be available for sale in your state. Please check with your
investment professional.    
PROSPECTUS
FEBRUARY 26, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>   <C>                                                        
KEY FACTS                   WHO MAY WANT TO INVEST                                     
 
                            EXPENSES Institutional Class's yearly operating            
                            expenses.                                                  
 
                            FINANCIAL HIGHLIGHTS A summary of each fund's financial    
                            data.                                                      
 
                            PERFORMANCE How each fund has done over time.              
 
THE FUNDS IN DETAIL         CHARTER How each fund is organized.                        
 
                            INVESTMENT PRINCIPLES AND RISKS Each fund's overall        
                            approach to investing.                                     
 
                            BREAKDOWN OF EXPENSES How operating costs are              
                            calculated and what they include.                          
 
YOUR ACCOUNT                TYPES OF ACCOUNTS Different ways to set up your            
                            account,                                                   
                            including tax-sheltered retirement plans.                  
 
                            HOW TO BUY SHARES Opening an account and making            
                            additional investments.                                    
 
                            HOW TO SELL SHARES Taking money out and closing your       
                            account.                                                   
 
                            INVESTOR SERVICES  Services to help you manage your        
                            account.                                                   
 
SHAREHOLDER AND             DIVIDENDS, CAPITAL GAINS, AND TAXES                        
ACCOUNT POLICIES                                                                       
 
                            TRANSACTION DETAILS Share price calculations and the       
                            timing of purchases and redemptions.                       
 
                            EXCHANGE RESTRICTIONS                                      
 
                            APPENDIX A                                                 
 
                            APPENDIX  B                                                
 
</TABLE>
 
   KEY FACTS    
 
 
WHO MAY WANT TO INVEST
Institutional Class shares are offered        to (i) accounts managed by a
bank trust department and other trust institutions, (ii) accounts managed
by a broker-dealer and (iii) accounts managed on a discretionary basis by a
registered investment advisor (RIA) (collectively, eligible investors).
Shares are available only to eligible investors that have signed a
participation agreement with FDC. The participation agreement specifies
certain aggregate asset minimums and asset qualifications, trading
guidelines, marketing restrictions and program requirements.
Eligible investors with existing Institutional Class accounts will be
required to sign and comply with a participation agreement in order to
purchase additional shares.    I    nvestors    prior to June 30, 1995
    that    have not signed a     participation agreement will be allowed
to continue investing in Institutional Class shares    under the terms of
their relationship     until June 30, 1997, after which they will be
prevented from making new or subsequent purchases in Institutional Class,
except that employee benefit plans        will be permitted to make
   additional     purchases        of Institutional Class    shares    .
Overseas, Mid Cap, Equity Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Large Cap, Equity Income, Income & Growth, High
Yield, Government Investment, Intermediate Bond, Short Fixed-Income, High
Income Municipal, and Intermediate Municipal Income are diversified funds.
Emerging Markets Income, Strategic Income, Short-Intermediate Municipal
Income, California Municipal Income, and New York Municipal Income are
non-diversified funds. Non-diversified funds may invest a greater portion
of their assets in securities of individual issuers than diversified funds.
As a result, changes in the market value of a single issuer could cause
greater fluctuations in share value than would occur in a more diversified
fund.
Overseas, Mid Cap, Equity Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Large Cap, 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,
Mid Cap, Equity Growth, Global Resources, Growth Opportunities, Strategic
Opportunities   ,     and Large Cap are designed for investors who want to
be invested in the stock market for its long-term growth potential. These
funds invest for growth and do not pursue income. Equity Income and Income
& Growth are designed for those investors who seek a combination of growth
and income from equity and some bond investments.
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   .     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.
Government Investment, Intermediate 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. 
High Income Municipal, Intermediate Municipal Income   ,     and
Short-Intermediate Municipal Income are designed for investors in higher
tax brackets who seek high current income that is free from federal income
tax. Intermediate Municipal Income and Short-Intermediate Municipal Income
also invest consistent with consideration of capital preservation. 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.
California Municipal Income is designed for investors in higher tax
brackets who seek high current income that is free from federal and
California    persona    l income taxes. New York Municipal Income is
designed for investors in higher tax brackets who seek high current income
that is free from federal and New York State and City personal income
taxes. 
The value of each fund's investments and, as applicable, the income they
generate, will vary from day to day, and generally reflect changes in
market conditions, interest rates and other company, political, and
economic news. In the short term, stock prices can fluctuate dramatically
in response to these factors. The securities of small, less well-known
companies may be more volatile than those of larger companies. The value of
bonds fluctuates based on changes in interest rates and in the credit
quality of the issuer. Over time, however, stocks, although more volatile,
have shown greater growth potential than other types of securities.
Investments in foreign securities may involve risks in addition to those of
U.S. investments, including increased political and economic risk, as well
as exposure to currency fluctuations.
The investments of Strategic Income, Government Investment, Intermediate
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
additional diversification and participate in growth opportunities around
the world.
Each fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision. When you sell your fund shares, they may be worth more or less
than what you paid for them.
Each fund is composed of multiple classes of shares. Each class of a fund
has a common investment objective and investment portfolio. Class A shares
have a front-end sales charge    or may be subject to a contingent deferred
sales charge (CDSC),     and pay a distribution fee. Class B shares do not
have a front-end sales charge, but do have a CDSC, and pay a distribution
fee and a shareholder service fee. Because Institutional Class shares have
no sales charge, and do not pay a distribution fee or a shareholder service
fee, Institutional Class shares are expected to have a higher total return
than Class A or Class B shares. You may obtain more information about Class
A and Class B shares, which are not offered through this prospectus, by
calling 1-800-843-3001 or from your investment professional.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell, or
hold Institutional Class shares of a fund.
Maximum sales charge on purchases and   None   
reinvested distributions                       
 
Maximum deferred sales   None   
charge                          
 
Redemption fee   None   
 
Exchange fee   None   
 
Annual account maintenance fee   $12.0   
(for accounts under $2,500)      0       
 
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each fund
pays a management fee to Fidelity Management & Research Company (FMR) that
for Overseas, Growth Opportunities,    and     Strategic Opportunities
varies based on performance, and incurs other expenses for services such as
maintaining shareholder records and furnishing shareholder statements and
financial reports.
Institutional Class's expenses are factored into its share price or
dividends and are not charged directly to shareholder accounts (see
"Breakdown of Expenses" on page ).
The following are projections based on estimated or historical
expenses   ,     adjusted for current fees   ,     of the Institutional
Class of each fund, and are calculated as a percentage of average net
assets of the Institutional Class of each fund. A portion of the brokerage
commissions that certain of the funds paid was used to reduce other
expenses. Including this reduction, total operating expenses would have
been    0.73% for Equity Income.    
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:
EQUITY FUNDS
      Operating Expenses         Examples                     
 
 
<TABLE>
<CAPTION>
<S>       <C>                        <C>                            <C>                <C>           
OVERS     Management fee                0    .8   1    %            After 1            $ 14          
EAS                                                                 year                             
 
          12b-1 fee (Distribution    None                           After 3            $ 42          
          fee)                                                      years                            
 
          Other expenses                0    .5   2    %   [A          After 5         $ 73          
                                        ]                              years                         
 
          Total operating expenses   1.33%                             After 10        $ 16          
                                                                       years           0             
 
MID       Management fee                0    .61%                   After 1            $ 12          
CAP                                                                 year                             
 
          12b-1 fee (Distribution    None                           After 3            $ 37          
          fee)                                                      years                            
 
          Other expenses                0    .55%[A                                                  
                                     ]                                                               
 
          Total operating expenses   1.16%                                                           
 
EQUIT     Management fee                0    .61%[   B              After 1            $ 8           
Y                                           ]                       year                             
GROWT                                                                                                
H                                                                                                    
 
          12b-1 fee (Distribution    None                           After 3            $ 26          
          fee)                                                      years                            
 
          Other expenses                0    .22%                   After 5            $ 4   6       
                                                                    years                            
 
          Total operating expenses      0    .83%                   After 10           $    10       
                                                                    years                 3          
 
GLOBA     Management fee                0    .7   6    %            After 1            $ 14          
L                                                                   year                             
RESO                                                                                                 
URCES                                                                                                
 
          12b-1 fee (Distribution    None                           After 3            $ 42          
          fee)                                                      years                            
 
          Other expenses                0    .5   8    %[A          After 5            $ 73          
                                     ]                              years                            
 
          Total operating expenses   1.34%                          After 10           $ 16          
                                                                    years              1             
 
GROWT     Management fee                0    .69%                   After 1            $ 10          
H                                                                   year                             
OPPOR                                                                                                
TUNITIE                                                                                              
S                                                                                                    
 
          12b-1 fee (Distribution    None                           After 3            $ 32          
          fee)                                                      years                            
 
          Other expenses                0    .30%[A                    After 5         $ 55          
                                     ]                                 years                         
 
          Total operating expenses      0    .99%                      After 10        $ 12          
                                                                       years           1             
 
STRATE    Management fee                0    .6   2    %            After 1            $ 12          
GIC                                                                 year                             
OPPOR                                                                                                
TUNITIE                                                                                              
S                                                                                                    
 
          12b-1 fee (Distribution    None                           After 3            $ 38          
          fee)                                                      years                            
 
          Other expenses                0    .5   9    %[A          After 5            $ 66          
                                     ]                              years                            
 
          Total operating expenses   1.21%                          After 10           $ 14          
                                                                    years              7             
 
LARGE     Management fee                0    .6   1    %            After 1            $ 12          
CAP                                                                 year                             
 
          12b-1 fee (Distribution    None                           After 3            $ 37          
          fee)                                                      years                            
 
          Other expenses                0    .5   7    %[A                                           
                                     ]                                                               
 
          Total operating expenses   1.18%                                                           
 
EQUIT     Management fee                0    .50%                   After 1            $ 8           
Y                                                                   year                             
INCOM                                                                                                
E                                                                                                    
 
          12b-1 fee (Distribution    None                           After 3            $ 2   4       
          fee)                                                      years                            
 
          Other expenses                0    .24%                   After 5            $ 4   1       
                                                                    years                            
 
          Total operating expenses      0    .74%                   After 10           $    92       
                                                                    years                            
 
INCOM     Management fee                0    .5   1    %            After 1            $ 10          
E &                                                                 year                             
GROWT                                                                                                
H                                                                                                    
 
          12b-1 fee (Distribution    None                           After 3            $ 32          
          fee)                                                      years                            
 
          Other expenses                0    .4   9    %[A          After 5            $ 55          
                                     ]                              years                            
 
          Total operating expenses   1.00%                          After 10           $ 12          
                                                                    years              2             
 
</TABLE>
 
   [A] PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
[B] EFFECTIVE AUGUST 1, 1994, FMR VOLUNTARILY AGREED TO IMPLEMENT A
MANAGEMENT FEE REDUCTION. THE INDIVIDUAL FUND FEE RATE WAS REDUCED FROM
0.33% TO 0.30%. IF THIS AGREEMENT WAS NOT IN EFFECT, THE MANAGEMENT FEE
WOULD HAVE BEEN 0.64%.    
TAXABLE INCOME FUNDS
      Operating Expenses         Examples                     
 
 
<TABLE>
<CAPTION>
<S>      <C>                        <C>                     <C>         <C>           
EMER     Management fee                0    .70%            After 1     $ 13          
GING                                                        year                      
MARKE                                                                                 
TS                                                                                    
INCOM                                                                                 
E                                                                                     
 
         12b-1 fee (Distribution    None                    After 3     $ 40          
         fee)                                               years                     
 
         Other expenses  (after        0    .55%[A          After 5     $ 69          
         reimbursement)             ]                       years                     
 
         Total operating expenses   1.25%                   After 10    $ 15          
                                                            years       1             
 
HIGH     Management fee                0    .60%            After 1     $ 11          
YIELD                                                       year                      
 
         12b-1 fee (Distribution    None                    After 3     $ 33          
         fee)                                               years                     
 
         Other expenses                0    .43   %    [A   After 5     $ 57          
                                    ]                       years                     
 
         Total operating expenses   1.03%                   After 10    $ 12          
                                                            years       6             
 
STRATE   Management fee                0    .6   0    %     After 1     $ 11          
GIC                                                         year                      
INCOM                                                                                 
E                                                                                     
 
         12b-1 fee (Distribution    None                    After 3     $ 35          
         fee)                                               years                     
 
         Other expenses  (after        0    .   50    %[A   After 5     $ 61          
         reimbursement)             ]                       years                     
 
         Total operating expenses   1.10%                   After 10    $ 13          
                                                            years       4             
 
GOVER    Management fee                0    .4   5    %     After 1     $ 8           
NMENT                                                       year                      
INVEST                                                                                
MENT                                                                                  
 
         12b-1 fee (Distribution    None                    After 3     $ 24          
         fee)                                               years                     
 
         Other expenses  (after        0    .   30    %[A   After 5     $ 42          
         reimbursement)             ]                       years                     
 
         Total operating expenses      0    .75%            After 10    $ 93          
                                                            years                     
 
INTER    Management fee                0    .45%            After 1     $ 7           
MEDIA                                                       year                      
TE                                                                                    
BOND                                                                                  
 
         12b-1 fee (Distribution    None                    After 3     $ 2   2       
         fee)                                               years                     
 
         Other expenses                0    .2   3    %     After 5     $ 3   8       
                                                            years                     
 
         Total operating expenses      0    .6   8    %     After 10    $ 8   5       
                                                            years                     
 
SHORT    Management fee                0    .45%            After 1     $ 9           
FIXED-                                                      year                      
INCOM                                                                                 
E                                                                                     
 
         12b-1 fee (Distribution    None                    After 3     $ 27          
         fee)                                               years                     
 
         Other expenses  (after        0    .40%[A          After 5     $ 47          
         reimbursement)             ]                       years                     
 
         Total operating expenses      0    .85%            After 10    $ 10          
                                                            years       5             
 
</TABLE>
 
MUNICIPAL FUNDS
      Operating Expenses         Examples                     
 
 
<TABLE>
<CAPTION>
<S>      <C>                        <C>                     <C>                <C>           
HIGH     Management fee                0    .4   0    %     After 1            $ 8           
INCOM                                                       year                             
E                                                                                            
MUNIC                                                                                        
IPAL                                                                                         
 
         12b-1 fee (Distribution    None                    After 3            $ 24          
         fee)                                               years                            
 
         Other expenses  (after        0    .3   5    %[A   After 5            $ 42          
         reimbursement)             ]                       years                            
 
         Total operating expenses      0    .75%            After 10           $ 93          
                                                            years                            
 
INTER    Management fee                0    .40%            After 1            $    8        
MEDIA                                                       year                             
TE                                                                                           
MUNIC                                                                                        
IPAL                                                                                         
INCOM                                                                                        
E                                                                                            
 
         12b-1 fee (Distribution    None                    After 3            $ 2   4       
         fee)                                               years                            
 
         Other expenses  (after        0    .3   5    %     After 5            $    42       
         reimbursement)                                     years                            
 
         Total operating expenses      0    .7   5    %     After 10           $    93       
                                                            years                            
 
SHORT-   Management fee                0    .4   0    %     After 1            $ 8           
INTER                                                       year                             
MEDIA                                                                                        
TE                                                                                           
MUNIC                                                                                        
IPAL                                                                                         
INCOM                                                                                        
E                                                                                            
 
         12b-1 fee (Distribution    None                    After 3            $ 24          
         fee)                                               years                            
 
         Other expenses  (after        0    .3   5    %[A   After 5            $ 42          
         reimbursement)             ]                       years                            
 
         Total operating expenses      0    .75%               After 10        $ 93          
                                                               years                         
 
</TABLE>
 
   [A] PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.    
STATE MUNICIPAL FUNDS
      Operating Expenses         Examples                     
 
CALIFO   Management fee                0.40%         After 1    $    8        
RNIA                                                 year                     
MUNIC                                                                         
IPAL                                                                          
INCOM                                                                         
E                                                                             
 
         12b-1 fee (Distribution    None             After 3    $    24       
         fee)                                        years                    
 
         Other expenses  (after        0.35%[A                                
         reimbursement)                ]                                      
 
         Total operating expenses      0.75%                                  
 
NEW      Management fee                0.40%         After 1    $    8        
YORK                                                 year                     
MUNIC                                                                         
IPAL                                                                          
INCOM                                                                         
E                                                                             
 
         12b-1 fee (Distribution    None             After 3    $    24       
         fee)                                        years                    
 
         Other expenses  (after        0.35%[A                                
         reimbursement)                ]                                      
 
         Total operating expenses      0.75%                                  
 
[A] PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
   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 certain
funds to the extent that total operating expenses as a percentage of its
average net assets exceed the following    rates    : 
                                   Effective
       
                                   Date             
 
   Overs             1.75          10/30/9          
   eas              %              5                
 
   Mid               1.50          2/26/96          
   Cap              %                               
 
   Global            1.75          10/30/9          
   Resou            %              5                
   rces                                             
 
   Large             1.50          2/26/96          
   Cap              %                               
 
   Incom             1.25          10/30/9          
   e &              %              5                
   Growt                                            
   h                                                
 
   Emerg             1.25          7/1/95           
   ing              %                               
   Market                                           
   s                                                
   Incom                                            
   e                                                
 
   High              1.10          7/1/95           
   Yield            %                               
 
   Strate            1.10          7/1/95           
   gic              %                               
   Incom                                            
   e                                                
 
   Gover             0.75          7/1/95           
   nment            %                               
   Invest                                           
   ment                                             
 
   Interm            0.75          7/1/95           
   ediate           %                               
   Bond                                             
 
   Short-            0.85          7/1/95           
   Fixed            %                               
   Incom                                            
   e                                                
 
   High              0.75          7/1/95           
   Incom            %                               
   e                                                
   Munici                                           
   pal                                              
 
   Interm            0.75          7/1/95           
   ediate           %                               
   Munici                                           
   pal                                              
   Incom                                            
   e                                                
 
   Short-I           0.75          7/1/95           
   nterme           %                               
   diate                                            
   Munici                                           
   pal                                              
   Incom                                            
   e                                                
 
   Califor           0.75          8/1/95           
   nia              %                               
   Munici                                           
   pal                                              
   Incom                                            
   e                                                
 
   New               0.75          8/1/95           
   York             %                               
   Munici                                           
   pal                                              
   Incom                                            
   e                                                
 
   If these agreements were not in effect, other expenses of the
Institutional Class as a percentage of average net assets would have been
the following amounts:
                 Other
        
                    Expense       
                    s             
 
   Emerg             1.09%        
   ing              *             
   Market                         
   s                              
   Incom                          
   e                              
 
   Strate            1.82%        
   gic              *             
   Incom                          
   e                              
 
   Gover             0.59%        
   nment            *             
   Invest                         
   ment                           
 
   Short-            0.53%        
   Fixed            *             
   Incom                          
   e                              
 
   High              0.46%        
   Incom            *             
   e                              
   Munici                         
   pal                            
 
   Interm            0.48%        
   ediate                         
   Munici                         
   pal                            
   Incom                          
   e                              
 
   Short-I           0.89%        
   nterme           *             
   diate                          
   Munici                         
   pal                            
   Incom                          
   e                              
 
   Califor           0.45%        
   nia              *             
   Munici                         
   pal                            
   Incom                          
   e                              
 
   New               0.45%        
   York             *             
   Munici                         
   pal                            
   Incom                          
   e                              
 
   * PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
Interest, taxes, brokerage commissions, or extraordinary expenses are not
included in these expense limitations.    
FINANCIAL HIGHLIGHTS
   The financial highlights tables that follow and each fund's financial
statements are included in each fund's Annual Report and have been audited
by Coopers & Lybrand L.L.P., or Price Waterhouse LLP (Overseas only). 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.    
OVERSEAS
 
<TABLE>
<CAPTION>
<S>        <C>                  <C>       <C>       <C>                  <C>   <C>           <C>           <C>              
149.Sel       Institution                              150.                       152.          153.          Class B       
ected         al Class                                 151.Class A                                                          
Per-Sha                                                                                                                     
re Data                                                                                                                     
and                                                                                                                         
Ratios                                                                                                                      
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>          <C>          <C>       <C>          <C>          <C>         <C>           <C>               
   154.Yea             1995G        1995         1994F    1993         1992         1991         1990B        1995G       
rs ended                     
October 31        
 
155.Net             $ 13.89     $ 14.06      $ 12.93      $ 9.07       $ 9.78       $ 9.55       $ 10.00      $ 13.89     
asset                        
value,                       
beginnin                     
g of                         
period                       
 
156.Inc                                                                                                                   
ome                          
from                         
Investm                       
ent                          
Operati                      
ons                           
 
157. Ne              .05         .07          .01          .03          .05          .14          .05          .01        
t                            
investm                      
ent                          
income                       
 
158. Ne              .03         (.11)        1.14         3.93         (.62)        .17          (.50)        .02        
t                            
realized                      
and                          
unrealiz                     
ed gain                      
(loss )     
 
159. Tot             .08         (.04)        1.15         3.96         (.57)        .31          (.45)        .03        
al from                      
investm                      
ent                          
operatio                     
ns                           
 
160.Les                                                                                                                   
s                            
Distribut                    
ions                         
 
161. Fr              --          --           --           (.07)        (.14)        (.07)        --           --         
om net                       
investm                      
ent                          
income                                                                                                                   
 
162. Fr              --          (.10)        (.02)        (.03)        --           (.01)        --           --         
om net                      
realized                     
gain                         
 
163. Tot             --          (.10)        (.02)        (.10)        (.14)        (.08)        --           --         
al                          
distributi                   
ons                          
 
164.Net             $ 13.97     $ 13.92      $ 14.06      $ 12.93      $ 9.07       $ 9.78       $ 9.55       $ 13.92     
asset                        
value,                       
end of                       
period                       
 
165.Tot              .58%        (.25)%       8.91%        44.13%       (5.88)%      3.25%        (4.50)%      .22%       
al                           
returnC                  
 
166.Net             $ 1,482     $ 741,92     $ 653,77     $ 221,37     $ 18,652     $ 19,091     $ 18,161     $ 2,999     
assets,                         8            4            0
end of                       
period                       
(000                         
omitted)                     
 
167.Rat              .97%A,H     1.90%H       2.12%        2.38%        2.64%        2.85%        3.07%A,E     1.97%A,H   
io of              
expense                      
s to                        
average                      
net                          
assets                       
 
168.Rat              1.94%A      1.01%        .05%         (.18)%       .48%         1.48%        1.45%A       .94%A      
io of net                    
investm                      
ent                          
income                       
to                           
average                     
net                          
assets                       
 
169.Por              47%         47%          34%          42%          168%         226%         137%A        47%        
tfolio                       
turnove r               
 rate                   
 
</TABLE>
 
  A  1.ANNUALIZED.
 B  2.APRIL 23, 1990 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1990.
 C  TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURN WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIOD
SHOWN.
 D  INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN
CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
 E  EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE LIMITATION.
 F  EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 G  COMMENCEMENT OF SALE OF CLASS B AND INSTITUTIONAL CLASS SHARES JULY 3,
1995.
 H  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER. 
EQUITY GROWTH  (FORMERLY EQUITY PORTFOLIO GROWTH) 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>       <C>       <C>       <C>    <C>   <C>   <C>   <C>       <C>       <C>   <C>   <C>              <C>   <C>       
3.Select                   Institutional Class                                             Class A               
ed                  
Per-Sha             
re Data             
and                 
Ratios              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 
<C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>         <C>      <C>      <C>    
4.Years            
1995     1994K       1993  1992     1991     1990     1989     1988     1987     1986     1995        1994K    1993      1992C      
ended                                                                                                                          
Novemb                                                                                                                         
er 30  
 
5.Net                
$ 28.90  $ 29.74  $ 26.37  $ 24.28  $ 15.55  $ 17.32  $ 12.02  $ 9.92   $ 13.18  $ 11.09  $  28.52    $ 29.50  $ 26.33  $ 23.78    
asset                                                                                                                          
value,                                                                                                                        
beginnin                                                                                                                       
g of                                                                                                                           
period                                                                                                                        
 
6.Incom                                                            
e from                                                                                                                         
Investm                                                                                                                        
ent                                                                                                                            
Operati                                                                                                                        
ons                                                                                                                            
 
7. Net                
 .28      .30      .19D     .17D     .04      .01      .06      .28F     .00D     .03      .06         .08      (.07)D   .01D      
investm                                                                                                                       
ent                                                                                                                            
income                                                                                                                    
 (loss)  
 
8. Net                
11.69    .42      3.78     4.55     8.69     .34      5.50     2.59     (2.03)   2.41     11.54       .39      3.82     2.54      
realized                                                                                                                     
and                                                                                                                           
unrealiz                                                                                                                       
ed gain                                                                                                      
   (loss)                                                                                                                 
 
9. Total              
11.97    .72      3.97     4.72     8.73     .35      5.56     2.87     (2.03)   2.44     11.60       .47      3.75     2.55      
from                                                                                                                           
investm                                                                                                                        
ent                                                                                                                            
operatio                                                                                                                       
ns                                                                                                                             
 
10.Less                                                            
Distribut                                                                                                                      
ions                                                                                                                           
 
11. Fro               
(.27)    (.11)    (.10)    (.03)    --       (.08)    (.26)    (.01)    (.01)    (.02)    (.08)       --       (.08)    --        
m net                                                                                                                          
investm                                                                                                                        
ent                                                                                                                            
income                                                                                                                         
 
 12. Fr          
(.16)    (1.45)   (.50)    (2.60)   --       (2.04)   --       (.76)    (1.22)   (.33)    (.16)       (1.45)   (.50)    --        
 om net                                                                                                                  
 realized                                                                                                                 
 gain                                                                                                                     
 
13.  In          
(.05)    --       --       --       --       --       --       --       --       --       (.05)       --       --       --        
 excess                                                                                                                  
 of  net                                                                                                                  
realized                                                                                                                       
gain                                                                                                                            
 
14. Tot               
(.48)    (1.56)   (.60)    (2.63)   --       (2.12)   (.26)    (.77)    (1.23)   (.35)    (.29)       (1.45)   (.58)    --        
al                                                                                                                            
distributi                                                                                                                     
ons                                                                                                                            
 
15.Net               
$ 40.39  $ 28.90  $ 29.74  $ 26.37  $ 24.28  $ 15.55  $ 17.32  $ 12.02  $ 9.92   $ 13.18  $  39.83    $ 28.52  $ 29.50  $ 26.33    
asset                                                                                                                          
value,                                                                                                                         
end of                                                                                                                          
period                                                                                                                         
 
16.Total              
42.15%   2.46%    15.36    21.14    56.14    2.75%    47.18    29.77    (17.12)  22.55    41.11%      1.58%    14.52    10.72     
returnE           %        %        %                 %        %        %        %                             %        %          
 
17.Net               
$ 791,0  $ 410,4  $ 296,4  $ 179,3  $ 68,76  $ 27,47  $ 24,52  $ 20,18  $ 43,53  $ 63,60  $  2,051,4  $ 874,1  $ 377,8  $ 22,65    
assets,              
74       50       66       25       6        3        3        2        7        7        29          72       94       5          
end of                                                                                                                        
period                                                                                                        
  (000                                                                                                                    
omitted)                                                                                                                       
 
18.Rati               
 .83%     .86%     .95%     .98%     1.13%    1.74%    1.60%    1.47%    1.11%    1.07%    1.55%       1.71%    1.85%    1.47%A    
o of                                                                                                                     
expense                                                                                                                        
s to                                                                                                                           
average                                                                                                                        
net                                                                                                                       
  assets                                                                                                                  
 
 19.Rati         
 .83%G    .84%G    .94%G    .98%     1.13%    1.74%    1.60%    1.47%    1.11%    1.07%    1.54%G      1.70%G   1.84%G   1.47%A    
 o of                                                                                                           
 expense                                                                                                                  
 s to                                                                                                                    
 average                                                                                                                  
 net                                                                                                                      
 assets                                                                                                                   
 after                                                                                                                    
 expense                                                                                                                
 reductio                                                                                                                 
 ns                                                                                                                        
 
20.Rati               
 .92%     1.00%    .66%     .73%     .25%     .07%     .38%     1.20%    .00%     .29%     .21%        .15%     (.24)%   .25%A     
o of net                                                                                                                      
investm                                                                                                                        
ent                                                                                                                            
income                                                                                                    
 (loss)  to                                                                                                               
average                                                                                                                         
net                                                                                                                            
assets                                                                                                                         
 
21.Portf              
97%      137%     160%     240%     254%     262%     269%     331%     226%     115%     97%         137%     160%     240%      
olio                                                                                                                           
turnove rate     
 
</TABLE>
 
 GLOBAL RESOURCES 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>                 <C>       <C>       <C>          <C>                 <C>   <C>          <C>          <C>      
   <C>              
 22.Sele      Institutio               23.     24.Class A           25.     26.     27.     Class B    
 cted         nal     
 Per-Sha      Class  
 re Data         
 and             
 Ratios         
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 
<C>         <C>          <C>          <C>         <C>          <C>          <C>          <C>         <C>          <C>               
 28.Year
1995C       1995         1994K        1993         1992         1991J        1990         1989        1988B        1995C       
 s ended                                                     
 October                                                    
 31                                                          
 
 29.Net         
$ 18.87     $ 17.56      $ 17.59      $ 13.88      $ 14.11      $ 12.30      $ 12.60      $ 11.47     $ 10.00      $ 18.87     
 asset                                                      
 value,                                                     
 beginnin                                                   
 g of                                                        
 period                                                     
 
 30.Inco     
 me from                                                    
 Investm                                                    
 ent                                                        
 Operati                                                    
 ons                                                        
 
 31. Ne          
(.01)D      (.05)D       (.11)D       .22          (.10)        (.15)        (.10)        .10I        (.05)        (.03)D     
 t                                                          
 investm                                                    
 ent                                                        
 income                                                    
 (loss)                                                     
 
 32. Ne          
 .41         2.00         .76          4.91         .79          2.45         .93          1.96        1.52         .39        
 t                                                          
 realized                                                  
 and                                                        
 unrealiz                                                   
 ed gain                                                   
 (loss)                                                     
 
 33. Tot         
 .40         1.95         .65          5.13         .69          2.30         .83          2.06        1.47         .36        
 al from                                                    
 investm                                                    
 ent                                                        
 operatio                                                   
 ns                                                         
 
 34.Less   
 Distribut                                                  
 ions                                                       
 
 35. Fr          
- --          --           --           --           --           --           (.08)        --          --           --         
 om net                                                    
 investm                                                    
 ent                                                         
 income                                                     
 
 36. Fr          
- --          (.26)        (.68)        (1.42)       (.92)        (.49)        (1.05)       (.93)       --           --         
 om net                                                     
 realized                                                   
 gain                                                       
 
 37. Tot         
- --          (.26)        (.68)        (1.42)       (.92)        (.49)        (1.13)       (.93)       --           --         
 al                                                         
 distributi                                                 
 ons                                                        
 
 38.Net         
$ 19.27     $ 19.25      $ 17.56      $ 17.59      $ 13.88      $ 14.11      $ 12.30      $ 12.60     $ 11.47      $ 19.23     
 asset                                                       
 value,                                                     
 end of                                                     
 period                                                     
 
 39.Total        
2.12%       11.40%       3.97%        41.05%       5.97%        19.50%       6.37%        19.63%      14.70%       1.91%      
 returnE                                                     
 
 40.Net         
$ 718       $ 272,97     $ 199,36     $ 40,309     $ 7,087      $ 5,940      $ 4,615      $ 2,049     $ 916        $ 2,508     
 assets,    9            1                                                                                                       
 end of                                                     
 period                                                     
 (000                                                        
 omitted)                                                    
 
 41.Rati         
1.68%A,F    1.86%F       2.10%        2.63%        3.27%H       3.35%H       3.34%H       3.23%       2.85%A       2.23%A,F   
 o of                                                                                                                               
                                                  
 expense                                                   
 s to                                                       
 average                                                    
 net                                                        
 assets    
 
 42.Rati         
1.66%A,G    1.84%G       2.07%G       2.62%G       3.27%        3.35%        3.34%        3.23%       2.85%A       2.21%A,G     
 o of                                             
 expense                                                    
 s to                                                       
 average                                                    
 net                                                        
 assets                                                     
 after                                                      
 expense                                                    
 reductio                                                   
 ns                                                         
 
 43.Rati         
(.13)%A     (.30)%       (.67)%       (1.18)%      (1.22)%      (1.28)%      (1.13)%      .83%        (.64)%A      (.67)%A    
 o of net                                                  
 investm                                                     
 ent                                                        
 income                                                     
 (loss) to                                                  
 average                                                   
 net                                                        
 assets                                                     
 
 44.Portf        
161%        161%         125%         208%         248%         256%         229%         249%        220%A        161%       
 olio                                                      
 turnover                                                   
 rate                                                       
 
</TABLE>
 
  A  ANNUALIZED
 B  DECEMBER 29, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1988.
 C  COMMENCEMENT OF SALE OF EQUITY GROWTH CLASS A SHARES SEPTEMBER 10,
1992; COMMENCEMENT OF SALE OF GLOBAL RESOURCES CLASS B AND INSTITUTIONAL
CLASS SHARES JULY 3, 1995.
 D  NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING.
 E  TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN.
 F  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.
 G  FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES.
 H  EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
 I  NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.17 PER SHARE.
 J  AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
 K  EFFECTIVE DECEMBER 1, 1993 AND NOVEMBER 1, 1993, EQUITY GROWTH AND
GLOBAL RESOURCES, RESPECTIVELY, ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 L  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
GROWTH OPPORTUNITIES 
 
<TABLE>
<CAPTION>
<S>               <C>                  <C>              <C>   <C>   <C>   <C>   <C>   <C>   <C>   
 45.Sele      Institution     Class A                                              
 cted         al Class                                                                  
 Per-Sha                                                                                     
 re Data                                                                                     
 and                                                                                         
 Ratios                                                                                      
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>          <C>          <C>           <C>           <C>           <C>          <C>          <C>         <C>   
 46.Year     1995M        1995          1994G        1993          1992         1991         1990         1989         1988B      
 s ended                                       
 October                                     
 31                                           
 
 47.Net      $ 29.04      $ 26.62       $ 25.39       $ 21.14       $ 20.58      $ 12.99      $ 16.53      $ 14.27      $ 10.00    
 asset                                        
 value,                                       
 beginnin                                     
 g of                                         
 period      
 
 48.Inco     
 me from                                      
 Investm                                      
 ent                                          
 Operati                                      
 ons                                          
 
 49. Ne       .12          .39           .22           .08           .14          .06          .18C         .02          .05       
 t                                           
 investment      
 income                                     
 
 50. Ne       1.81         5.31          1.92          5.56          2.04         7.70         (2.50)       3.03         4.22      
 t                                          
 realized                                     
 and                                          
 unrealiz                                     
 ed gain                                      
 (loss)                                       
 on                                            
 investm                                      
 ents                                         
 
 51. Tot       1.93         5.70          2.14          5.64          2.18         7.76         (2.32)       3.05         4.27      
 al from                                      
 investm                                      
 ent                                         
 operatio                                     
 ns          
 
 52.Less    
 Distribut                                    
 ions                                         
 
 53. Fr        --           (.27)         (.07)         (.13)         (.09)        (.17)        (.05)        (.03)        --        
 om net                                       
 investm                                      
 ent                                          
 income                                       
 
 54. Fr        --           (1.16)        (.84)         (1.26)        (1.53)       --           (1.17)       (.76)        --        
 om net                                       
 realized                                     
 gain                                         
 
 55. Tot       --           (1.43)        (.91)         (1.39)        (1.62)       (.17)        (1.22)       (.79)        --        
 al                                          
 distributi                                   
 ons                                          
 
 56.Net       $ 30.97      $ 30.89       $ 26.62       $ 25.39       $ 21.14      $ 20.58      $ 12.99      $ 16.53      $ 14.27    
 asset                                        
 value,                                        
 end of                                       
 period                                       
 
 57.Total      6.65%        22.88%        8.71%         28.11%        12.09%       60.25%       (15.05)      22.69%       42.70%    
 returnE                                  
 
 58.Net       $ 71,952     $ 9,690,9     $ 4,598,6     $ 2,054,9     $ 580,59     $ 213,09     $ 51,122     $ 34,351     $ 8,097    
 assets,                   92            68            88            5            5                                              
 end of                                       
 period                                       
 (000                                         
 omitted)                                     
 
 59.Rati       .82%A        1.59%         1.63%         1.65%         1.60%        1.73%        2.00%        2.45%        2.52%A,F 
 o of                                   
 expense                                      
 s to                                         
 average                                      
 net                                          
 assets                                       
 
 60.Rati       .81%A,D      1.58%D        1.62%D        1.64%D        1.60%        1.73%        2.00%        2.45%        2.52%A    
 o of                                          
 expense                                      
 s to                                         
 average                                      
 net                                          
 assets                                       
 after                                        
 expense                                      
 reductio                                     
 ns                                           
 
 61.Rati       2.33%A       1.56%         1.12%         .43%          .80%         .47%         1.49%        .31%         .82%A     
 o of net                                     
 investm                                      
 ent                                          
 income                                       
 to                                           
 average                                       
 net                                         
 assets                                       
 
 62.Portf      39%          39%           43%           69%           94%          142%         136%         163%         143%A     
 olio                                         
 turnover                                     
 rate                                         
 
</TABLE>
 
 STRATEGIC OPPORTUNITIES 
 
<TABLE>
<CAPTION>
<S>               <C>                  <C>                    <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
 63.Sele      Institution     Initial Class                                                                
 cted         al Class                                                                                          
 Per-Sha                                                                                                             
 re Data                                                                                                             
 and                                                                                                                 
 Ratios                                                                                                              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 
<C>       <C>       <C>      <C>      <C>       <C>         <C>        <C>         <C>         <C>         <C>         <C>        
 64.Year        
1995M     1995      1994C    1994G,O   1993O    1992G,O     1991O      1990O       1989O       1988O       1987O       1986O      
 s ended                                                                            
 Decemb                                                                                  
 er 31                                                                                   
 
 65.Net         
$ 22.35   $ 18.86   $ 20.23  $ 22.72   $ 19.72  $ 21.55     $ 17.37     $ 19.77     $ 15.65     $ 19.13     $ 16.71     $ 12.70    
 asset                                                                                    
 value,                                                                                  
 beginnin                                                                                
 g of                                                                                    
 period                                                                                  
 
 66.Inco                     
 me from                                                                                 
 Investm                                                                                 
 ent                                                                                     
 Operati                                                                                 
 ons                                                                                     
 
 67. Ne          
 .55       .50       .13I     .54I      .45      .73         .77         .80         .64         .48         .53         .36       
 t                                                                                       
 investm                                                                                 
 ent                                                                                     
 income                                                                                  
 
 68. Ne          
3.00      6.79      (.74)     (.81)     4.46     .58         4.26        (2.49)      4.08        (1.80)      2.95        5.05      
 t                                                                                       
 realized                                                                              
 and                                                                                     
 unrealiz                                                                                
 ed gain                                                                                 
 (loss)                                                                                  
 on                                                                                      
 investm                                                                                 
 ents                                                                                    
 
 69. Tot         
3.55      7.29      (.61)    (.27)     4.91     1.31        5.03        (1.69)      4.72        (1.32)      3.48        5.41      
 al from                                                                                
 investm                                                                                 
 ent                                                                                     
 operatio                                                                               
 ns                                                                                      
 
 70.Less                    
 Distribut                                                                               
 ions                                                                                    
 
 71. Fr          
(.55)     (.50)     (.50)    (.51)     (.70)    (.72)       (.85)       (.71)       (.60)       (.25)       (.09)       (.24)     
 om net                                                                                  
 investm                                                                                 
 ent                                                                                     
 income                                                                                  
 
 72. Fr          
(.55)     (.55)     (.26)    (1.71)    (1.21)   (2.42)      -           -           -           (1.91)      (.97)       (1.16)    
 om net                                                                                  
 realized                                                                                 
 gain                                                                                    
 
 73. Tot         
(1.10)    (1.05)    (.76)    (2.22)    (1.91)   (3.14)      (.85)       (.71)       (.60)       (2.16)      (1.06)      (1.40)    
 al                                                                                      
 distributi                                                                              
 ons                                                                                     
 
 74.Net         
$ 24.80   $ 25.10   $ 18.86  $ 20.23   $ 22.72  $ 19.72     $ 21.55     $ 17.37     $ 19.77     $ 15.65     $ 19.13     $ 16.71    
 asset                                                                                   
 value,                                                                                   
 end of                                                                                  
 period                                                                                  
 
 75.Total        
15.96%    38.75%    (3.02)   (1.51)%   26.98    7.89%       30.01       (8.96)      31.19       (4.63)      21.87       46.10     
 returnE            %                  %                    %           %           %           %           %           %          
 
 76.Net         
$ 20,429  $ 23,428  $ 17,58  $ 18,850  $ 20,70  $ 17,93     $ 19,19     $ 15,98     $ 19,78     $ 19,22     $ 27,80     $ 31,99    
 assets,            3                  7        3           3           8           0           1           9           1          
 end of                                                                                  
 period                                                                                  
 (000                                                                                    
 omitted)                                                                                
 
 77.Rati         
 .97%      1.04%     1.14%A   1.15%     .89%L    .87%        1.00%       1.03%       .64%K       1.49%J      1.30%J      1.50%J    
 o of                                                                               
 expense                                                                                 
 s to                                                                                    
 average                                                                                
 net                                                                                     
 assets                                                                                  
 
 78.Rati         
 .96%A,D   1.03%E    1.11%A,E 1.14%D    .89%     .87%        1.00%       1.03%       .64%        1.49%       1.30%       1.50%     
 o of            
 expense                                                                                 
 s to                                                                                    
 average                                                                                 
 net                                                                                     
 assets                                                                                  
 after                                                                                   
 expense                                                                                 
 reductio                                                                                
 ns                                                                                      
 
 79.Rati         
2.55%A    2.47%     2.65%A   2.60%     2.74%     3.78%       4.12%       4.21%       4.08%       3.31%       2.88%       2.40%     
 o of net                                                                           
 investm                                                                                 
 ent                                                                                     
 income                                                                                  
 to                                                                                      
 average                                                                                 
 net                                                                                     
 assets                                                                                  
 
 80.Portf        
142%      142%      228%A    159%      183%     211%        223%        114%        89%         160%        225%        225%      
 olio                                                                                    
 turnover                                                                                
 rate                                                                                    
 
</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 EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN.
 G  AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
 H  EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE BEEN
HIGHER.
 I  NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
 J  EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. IN
ADDITION, DURING THE PERIOD JULY 1, 1986 THROUGH OCTOBER 31, 1987 FMR
VOLUNTARILY WAIVED .05% OF THE ANNUAL INDIVIDUAL FUND FEE OF .35%. WITHOUT
THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER.
 K  INCLUDES REIMBURSEMENT OF $.08 PER SHARE FROM FIDELITY SERVICE COMPANY
FOR ADJUSTMENTS TO PRIOR PERIODS' FEES.
 L  INCLUDES REIMBURSEMENT OF $.03 PER SHARE FROM FMR FOR ADJUSTMENTS TO
PRIOR PERIODS' FEES.
 M  COMMENCEMENT OF SALE OF INSTITUTIONAL CLASS SHARES JULY 3, 1995.
 N  EFFECTIVE NOVEMBER 1, 1993 AND OCTOBER 1, 1993, GROWTH OPPORTUNITIES
AND STRATEGIC OPPORTUNITIES, RESPECTIVELY, ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 O  FISCAL YEAR ENDED SEPTEMBER 30.
STRATEGIC OPPORTUNITIES 
 
<TABLE>
<CAPTION>
<S>               <C>              <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>              <C>   <C>   
 81.Sele      Class A                                                                 Class B                
 cted                                                                                                                  
 Per-Sha                                                                                                               
 re Data                                                                                                               
 and                                                                                                                   
 Ratios                                                                                                                
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 
<C>      <C>     <C>     <C>     <C>     <C>     <C>    <C>      <C>     <C>     <C>        <C>           <C>         <C>   
 82.Year        
1995     1994D  1994E,H 1993E   1992E,I 1991E   1990E   1989E   1988E   1987E   1986B       1995         1994D        1994C      
 s ended                                                                                                             
 Decemb                                                                                                                    
 er 31                                                                                                                     
 
 83.Net         
$ 18.70  $ 19.96 $ 22.52 $ 19.53 $ 21.38 $ 17.21 $ 19.55 $ 15.53 $ 19.06 $ 16.71 $ 17.81     $ 18.57      $ 19.98      $ 19.65    
 asset                                                                                                                      
 value,                                                                                                                    
 beginnin                                                                                                                  
 g of                                                                                                                      
 period                                                                                                                     
 
 84.Inco                                             
 me from                                                                                                                   
 Investm                                                                                                                   
 ent                                                                                                                       
 Operati                                                                                                                   
 ons                                                                                                                       
 
 85. Ne          
 .39      .10M    .39M    .33    .61     .66     .70     .50     .42     .46         .08J        .38          .06M         .05M      
 t                                                                                                                         
 investm                                                                                                                   
 ent                                                                                                                       
 income         
 
 86. Ne          
6.73     (.75)   (.81)   4.44    .58     4.26    (2.49)  4.08    (1.80)  2.95     (1.18)      6.54         (.74)        .28       
 t                                                                                                                         
 realized                                                                                                                   
 and                                                                                                                       
 unrealiz                                                                                                                  
 ed gain                                                                                                    
  (loss)      
 
 87. Tot         
7.12     (.65)   (.42)   4.77    1.19    4.92    (1.79)  4.58    (1.38)  3.41     (1.10)      6.92         (.68)        .33       
 al from                                                                                                                   
 investm                                                                                                                   
 ent                                                                                                                       
 operatio                                                                                                                   
 ns                                                                                                                        
 
 88.Less                                             
 Distribut                                                                                                                 
 ions                                                                                                                      
 
 89. Fr          
(.39)    (.35)   (.43)  (.57)   (.62)   (.75)   (.55)   (.56)   (.24)   (.09)       --          (.38)        (.47)        --        
 om net                                                                                                                    
 investment    
 income   
 
 90. Fr          
(.55)    (.26)   (1.71) (1.21)  (2.42)  --      --      --      (1.91)  (.97)       --          (.55)        (.26)        --        
 om net                                                                                                                   
 realized                                                                                                                 
 gain                                                                                                                     
 
 91. Tot         
(.94)    (.61)   (2.14)  (1.78)  (3.04)  (.75)   (.55)   (.56)   (2.15)  (1.06)     --          (.93)        (.73)        --        
 al                                                                                                                        
 distributi                                                                                                                
 ons                                                                                                                       
 
 92.Net         
$ 24.88  $ 18.70 $ 19.96 $ 22.52 $ 19.53 $ 21.38 $ 17.21 $ 19.55 $ 15.53 $ 19.06   $ 16.71     $ 24.56      $ 18.57      $ 19.98    
 asset                                                                                                                     
 value,                                                                                                                   
 end of                                                                                                                    
 period                                                                                                                    
 
 93.Total        
38.16%   (3.26)  (2.24)  26.33   7.26%   29.51%  (9.49)  30.45%  (4.98)  21.43%   (6.18)      37.35%       (3.41)%      1.68%     
 returnG %       %       %                       %               %                %                                             
 
 94.Net         
$ 619,99 $ 375,6 $ 385,3 $ 269,8 $ 194,7 $ 199,6 $ 172,0 $ 198,1 $ 191,4 $ 283,1  $ 22,14     $ 87,566     $ 17,090     $ 8,824    
 assets,        
3        91      49      83      10      04      86      74      54      17       1                                              
 end of                                                                                                                    
 period                                                                                                                     
 (000                                                                                                                       
 omitted)                                                                                                                  
 
 95.Ratio        
1.61%    1.73%A,M 1.85%  1.57%L  1.46%   1.56%   1.59%   1.51%   1.71%   1.67%K    1.50%A,K    2.11%        2.58%A       2.63%A,N  
 of  
 expense                                                                                                                   
 s to                                                                                                                      
 average                                                                                                                   
 net                                                                                                                       
 assets                                                                                                                    
 
 96.Ratio        
1.61%F   1.73%A,F 1.84%F 1.57%    1.46%   1.56%   1.59%   1.51%   1.71%   1.67%    1.50%A      2.10%F       2.53%A,F     2.63%A,F  
 of  
 expense                                                                                                                    
 s to                                                                                                                      
 average                                                                                                                   
 net                                                                                                                       
 assets                                                                                                                    
 after                                                                                                                      
 expense                                                                                                                   
 reductio                                                                                                                  
 ns                                                                                                                        
 
 97.Rati         
1.90%    2.03%A  1.89%   2.06%   3.22%   3.61%   3.70%   3.23%   3.10%  2.36%       2.77%A      1.40%        1.22%A       1.11%A    
 o of net                                                                                                                  
 investm                                                                                                                   
 ent                                                                                                                       
 income                                                                                                                    
 to                                                                                                                        
 average                                                                                                                   
 net                                                                                                                       
 assets                                                                                                                    
 
 98.Portf        
142%     228%A   159%    183%    211%    223%    114%    89%     160%   225%        225%        142%         228%A        159%      
 olio                                                                                                                     
 turnover                                                                                                                  
 rate                                                                                                                      
 
</TABLE>
 
EQUITY INCOME
 
 
 
<TABLE>
<CAPTION>
<S>        <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>              <C>   <C>   <C>   <C>              <C>   
99.Sele     100.      
cted        Institutional Class  
Per-Sha             
re Data             
and                 
Ratios              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 
<C>   <C>    <C>    <C>    <C>    <C>     <C>    <C>     <C>     <C>    <C>    <C>    <C>         <C>       <C>       <C>       
 Year s         
1995  1994H  1993   1992   1991   1990    1989   1988    1987    1986    1995  1994H   1993       1992C     1995      1994C      
ended   
Novembe      
r 30         
 
101.Net              
$16.0 $ 14.9 $ 12.8 $ 11.0 $ 9.52 $ 12.2  $ 11.1 $ 10.9  $ 13.5  $ 11.9  $15.9 $ 14.8  $ 12.8    $ 12.3    $ 15.9   $ 15.2          
asset               
7     3      8      8             7       0      3       4       5       6     6       6          7         4         1            
value,     
beginnin     
g of        
period      
 
102.Inc                                                                          
ome          
from         
Investm      
ent          
Operati      
ons        
 
103. Ne               
 .45   .41M   .39    .49    .63O   .69     .75    .75     .76     .78     .31   .28M    .33        .13        .26       .08M      
t           
investm      
ent         
income      
 
104. Ne               
4.28  1.05   2.02   1.79   1.52   (2.42)  1.17   1.81    (1.53)  1.92    4.26  1.03    1.97       .47      4.23      .72            
t           
realized     
and         
unrealiz    
ed gain      
(loss)       
 
105. Tot              
4.73  1.46   2.41   2.28   2.15   (1.73)  1.92   2.56    (.77)   2.70    4.57  1.31    2.30       .60      4.49      .80            
al from      
investm  
ent         
operatio    
ns          
 
106.Les                                                                          
s           
Distribut    
ions        
 
107. Fr               
(.43) (.32)  (.36)  (.48)  (.59)  (.72)   (.75)  (.74)   (.70)   (.77)   (.30) (.21)   (.30)      (.11)    (.25)     (.07)          
om net       
investm     
ent         
income      
 
108. Fr               
(.28) --     --     --     --     (.30)   --     (1.65)  (1.14)  (.34)   (.28) --      --         --       (.28)     --             
om net           
realized         
gain             
 
109. Tot              
(.71) (.32)  (.36)  (.48)  (.59)  (1.02)  (.75)  (2.39)  (1.84)  (1.11)  (.58) (.21)   (.30)      (.11)    (.53)    (.07)    
al             
distributi     
ons            
 
110.Net              
$20.0 $ 16.0 $ 14.9 $ 12.8 $ 11.0 $ 9.52  $ 12.2 $ 11.1  $ 10.9  $ 13.5  $19.9 $ 15.9  $ 14.8     $ 12.8   $ 19.9   $ 15.9          
asset                
9     7      3      8      8              7      0       3       4       5     6       6          6        0         4             
value,       
end of       
period       
 
111.Tot               
30.43 9.82%  18.90  20.91  22.97  (14.90  17.58  26.99   (7.28)  23.48   29.46 8.84%   18.03      4.88     28.95     5.25%          
al                   
%            %      %      %      )%      %      %       %       %       %             %          %          %                  
returnG      
 
112.Net              
$ 297 $ 19 8 $ 191  $ 139  $ 169  $ 253   $ 464  $ 437   $ 444   $ 544   $ 880 $ 1 80  $ 42       $ 1     $ 270     $ 35            
assets,        
end of        
period         
 (in          
 millions)     
 
113.Rat               
 .74%  .73%   .80%   .71%N  .67%N  .61%N   .55%N  .55%N   .54%N   .61%    1.48% 1.67%   1.77       1.55       1.85%     2.24%A    
io of                                                                                  %          %A                             
expense      
s to       
average       
net         
assets       
 
 114.Rat         
 .73%F .71%F  .79%F  .71%   .67%   .61%    .55%   .55%    .54%    .61%    1.47%F 1.64%F 1.77       1.55       1.84%F     2.18%    
 io of                                                                                 %          %A                     A,F        
 
 expense    
 s to        
 average    
 net         
 assets     
 after     
 expense    
 reductio   
 ns         
 
115.Rat               
2.52% 2.62%  3.00   3.77   5.66   6.11%   6.09   6.86    5.58    6.06    1.78% 1.69%   2.02       3.39       1.41%     1.15%A    
io of net    %      %      %              %      %       %       %                     %          %A                             
investm     
ent          
income       
to           
average      
net          
assets      
 
116.Por               
80%   140%   120%   51%    91%    103%    93%    78%     137%    107%    80%   140%    120%     51%        80%       140%           
tfolio       
turnover   
 rate      
 
</TABLE>
 
  A  ANNUALIZED.
 B  AUGUST 20, 1986 (COMMENCEMENT OF SALE OF CLASS A SHARES) TO SEPTEMBER
30, 1986.
 C  COMMENCEMENT OF SALE OF EQUITY INCOME CLASS A SHARES SEPTEMBER 10,
1992; COMMENCEMENT OF SALE OF EQUITY INCOME AND STRATEGIC OPPORTUNITIES
CLASS B SHARES JUNE 30, 1994.
 D  FOR THE THREE MONTHS ENDED DECEMBER 31, 1994.
 E  FISCAL YEAR ENDED SEPTEMBER 30.
 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 EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD FMR NOT REIMBURSED CERTAIN EXPENSES DURING THE PERIODS
SHOWN.
 H  EFFECTIVE OCTOBER 1, 1993 AND DECEMBER 1, 1993, STRATEGIC OPPORTUNITIES
AND EQUITY INCOME, RESPECTIVELY, ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 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
VOLUNTARILY WAIVED .05% OF THE ANNUAL INDIVIDUAL FUND FEE OF .35%. WITHOUT
THIS REIMBURSEMENT THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER.
 L  INCLUDES REIMBURSEMENT OF $.03 PER SHARE FROM FMR FOR ADJUSTMENTS TO
PRIOR PERIODS' FEES.
 M  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS'S EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT THE CLASS EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
 N  EFFECTIVE APRIL 1, 1987 TO SEPTEMBER 10, 1992, FMR VOLUNTARILY WAIVED
 .10% OF THE ANNUAL MANAGEMENT FEE OF .50%. WITHOUT THIS REIMBURSEMENT THE
CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER.
 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. 
INCOME & GROWTH
 
<TABLE>
<CAPTION>
<S>        <C>                  <C>              <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
117.Sel     Institution     Class A                                                    
ected       al                                                                             
Per-Sha     Class                                                                           
re Data                                                                                          
and                                                                                              
Ratios                                                                                           
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>               
<C>        <C>          <C>        <C>           <C>          <C>          <C>          <C>          <C>          <C>               
118.Yea            
1995D      1995         1994F       1993          1992         1991         1990         1989         1988         1987B       
rs ended                                                        
October                                                         
31                                                              
 
119.Net            
$ 15.23    $ 14.67      $ 15.91     $ 14.41       $ 14.13      $ 10.41      $ 12.77      $ 11.07      $ 9.44       $ 10.00     
asset                                                           
value,                                                          
beginnin                                                        
g of                                                             
period                                                          
 
120.Inc            
ome                                                             
from                                                            
Investm                                                         
ent                                                             
Operati                                                         
ons                                                             
 
121. Ne             
 .25         .59          .38         .48           .50          .51          .56          1.01G        .62          .27        
t                                                               
investm                                                         
ent                                                             
income                                                          
 
122. Ne             
 .09         .54          (.79)        2.18          .85          3.74         (1.34)       1.27         1.56         (.63)      
t                                                               
realized                                                        
and                                                             
unrealiz                                                        
ed gain                                                         
(loss)                                                          
 
123. Tot            
 .34         1.13         (.41)        2.66          1.35         4.25         (.78)        2.28         2.18         (.36)      
al from                                                        
investm                                                         
ent operatio    
ns                                                            
 
124.Les           
s                                                              
Distribut                                                       
ions                                                           
 
125. Fr             
(.17)       (.50)        (. 28 )     (.56)         (.46)        (.53)        (1.06)       (.58)        (.55)        (.20)      
om net                                                         
investm                                                         
ent                                                             
income                                                          
 
 126. In       
- --          --           (.02)        --            --           --           --           --           --           --         
 excess                                                   
 of net                                                    
 investm                                                   
 ent income       
 
127. Fr             
- --          --           (.49)       (.60)         (.61)        --           (.52)        --           --           --         
om net                                                         
realized                                                        
gain         
 
 128. Re       
- --          --           (.04)        --            --           --           --           --           --           --         
 turn of                                                  
 capital                                                   
 
129. Tot            
(.17)       (.50)        (.83)       (1.16)        (1.07)       (.53)        (1.58)       (.58)        (.55)        (.20)      
al                                                              
distributi                                                      
ons            
 
130.Net            
$ 15.40     $ 15.30      $ 14.67     $ 15.91       $ 14.41      $ 14.13      $ 10.41      $ 12.77      $ 11.07      $ 9.44      
asset                                                           
value,                                                          
end of                                                           
period                                                          
 
131.Tot             
2.22%       7.85%        (2.69)%     19.66%        10.27%       41.73%       (7.15)%      21.15%       23.66%       (3.90)%    
al                                                              
returnE                                                     
 
132.Net            
$ 993       $ 3,441,1    $ 3,128,7   $ 1,654,1     $ 397,67     $ 135,53     $ 60,934     $ 46,139     $ 36,224     $ 34,376    
assets,     41           76          24            2            3                                                                
end of                                                          
period                                                          
(000                                                            
omitted)                                                        
 
133.Rat             
 .92%A,I     1.47%        1.59%       1.52%         1.60%        1.71%        1.85%        1.91%        2.06%        2.06%A      
io of                                                            
expense    
s to                                                      
average                                                         
net                                                             
assets                                                          
 
 134.Rat       
 .91%A,H     1.46%H        1.58%H     1.51%H        1.60%        1.71%        1.85%        1.91%        2.06%        2.06%A     
 io of                                                     
 expense                                                   
 s to                                                      
 average                                                   
 net                                                       
 assets                                                    
 after                                                     
 expense                                                   
 reductio                                                  
 ns          
 
135.Rat             
4.54%A      3.99%        3.79%        3.24%         3.97%        4.19%        5.29%        8.80%        5.83%        3.95%A      
io of net                                                       
investm                                                         
ent                                                             
income                                                          
to                                                              
average                                                         
net                                                             
assets                                                           
 
136.Por             
297%        297%          202 %      200%          389%         220%         297%         151%         204%         206%A       
tfolio                                                          
turnover                                                        
rate                                                            
 
</TABLE>
 
 EMERGING MARKETS INCOME 
 
<TABLE>
<CAPTION>
<S>               <C>                 <C>              <C>   <C>              <C>   
 137.Sel      Institutio     Class A           Class B          
 ected        nal                                                        
 Per-Sha      Class                                                       
 re Data                                                                       
 and                                                                           
 Ratios                                                                        
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>         <C>           <C>          <C>         <C>              
 138.Yea        1995D       1995         1994C        1995        1994D       
 rs ended                                                                                             
 Decemb                                                                                               
 er 31                                                                                                
 
 139.Net        $ 8.400     $ 9.520      $ 10.000     $ 9.520     $ 9.700    
 asset                                                                                                
 value,                                                                                               
 beginnin                                                                                             
 g of                                                                                                 
 period                                                                                               
 
 140.Inc                                                                     
 ome                                                                                                  
 from                                                                                                 
 Investm                                                                                              
 ent                                                                                                  
 Operati                                                                                              
 ons                                                                                                  
 
 141. Ne         .393        .860         .356         .835        .167      
 t                                                                                                    
 investm                                                                                              
 ent                                                                                                  
 income                                                                                               
 
 142. Ne         .876        (.323)       (.073)       (.342)      .227      
 t                                                                                                    
 realized                                                                                             
 and                                                                                                  
 unrealiz                                                                                             
 ed gain                                                                                              
 (loss)                                                                                               
 
 143. Tot        1.269       .537         .283         .493        .394      
 al from                                                                                              
 investm                                                                                              
 ent                                                                                                  
 operatio                                                                                             
 ns                                                                                                   
 
 144.Les                                                                     
 s                                                                                                    
 Distribut                                                                                            
 ions                                                                                                 
 
 145. Fr         (.389)      (.777)       (.353)       (.713)      (.220)    
 om net                                                                                               
 investm                                                                                              
 ent                                                                                                  
 income                                                                                               
 
 146. In         --          --           (.150)       --          (.094)    
 excess                                                                                               
 of net                                                                                               
 investm                                                                                              
 ent                                                                                                  
 income                                                                                               
 
 147. Fr         --          --           (.010)       --          (.010)    
 om net                                                                                               
 realized                                                                                             
 gain                                                                                                 
 
 148. In         --          --           (.250)       --          (.250)    
 excess                                                                                               
 of net                                                                                               
 realized                                                                                             
 gain                                                                                                 
 
 149. Tot        (.389)      (.777)       (.763)       (.713)      (.574)    
 al                                                                                                   
 distributi                                                                                           
 ons                                                                                                  
 
 150.Net        $ 9.280     $ 9.280      $ 9.520      $ 9.300     $ 9.520    
 asset                                                                                                
 value,                                                                                               
 end of                                                                                               
 period                                                                                               
 
 151.Tot         15.52%      6.99%        2.47%        6.38%       3.67%     
 al                                                                                                   
 returnE                                                                                               
 
 152.Net        $ 201       $ 36,205     $ 30,029     $ 9,486     $ 5,034    
 assets,                                                                                              
 end of                                                                                               
 period                                                                                               
 (000                                                                                                 
 omitted)                                                                                             
 
 153.Rat         1.25%A,I    1.50%I       1.50%A,I     2.25%I      2.25%A,I 
 io of                                                                                 
 expense                                                                                              
 s to                                                                                                 
 average                                                                                              
 net                                                                                                  
 assets                                                                                               
 
 154.Rat         9.09%A      9.32%        6.60%A       8.48%       5.86%A    
 io of net                                                                                            
 investm                                                                                              
 ent                                                                                                  
 income                                                                                               
 to                                                                                                   
 average                                                                                              
 net                                                                                                  
 assets                                                                                               
 
 155.Por         305%        305%         354%A        305%        354%A      
 tfolio                                                                                               
 turnover                                                                                             
 rate                                                                                                 
 
</TABLE>
 
  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 EMERGING MARKETS INCOME CLASS B SHARES JUNE 30,
1994; COMMENCEMENT OF SALE OF INCOME & GROWTH AND EMERGING MARKETS INCOME
INSTITUTIONAL CLASS SHARES JULY 3, 1995.
 E  TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN.
 F  EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 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.FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
HIGH YIELD 
 
 
 
<TABLE>
<CAPTION>
<S>           <C>         <C>       <C>       <C>       <C>       <C>   <C>   <C>       <C>       <C>       <C>              <C>   
 2.Select     Institutio                    Class A                                Class B          
 ed           nal                                                                                                                
 Per-Sha      Class 
 re Data            
 and                
 Ratios            
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 
<C>     <C>       <C>      <C>      <C>      <C>     <C>         <C>          <C>           <C>          <C>         <C>
 3.Years        
1995C    1995     1994D    1993     1992     1991    1990         1989         1988         1987B        1995         1994C        
 ended                                                                                            
 October                                                                                          
 31                                                                                               
 
 4.Net          
$ 11.560 $ 11.220 $ 12.010 $ 11.070 $ 10.120 $ 8.150 $ 8.970      $ 9.860      $ 9.090      $ 10.000     $ 11.210     $ 11.300    
 asset                                                                                            
 value,                                                                                           
 beginnin                                                                                         
 g of                                                                                             
 period                                                                                           
 
 5.Incom                              
 e from                                                                                           
 Investm                                                                                           
 ent                                                                                              
 Operati                                                                                          
 ons                                                                                             
 
 6. Net          
 .390G    .930G    .848     .980     1.146    1.115    1.144        1.237        1.165        .878         .794G        .223       
 investm                                                                                          
 ent                                                                                              
 income                                                                                           
 
 7. Net          
 .193     .680     (.537)   1.153    .975     1.948    (.820)       (.890)       .770         (.910)       .721         (.118)     
 realized                                                                                         
 and                                                                                              
 unrealiz                                                                                         
 ed gain                                                                                           
 (loss)                                                                                           
 
 8. Total        
 .583     1.610    .311     2.133    2.121    3.063    .324         .347         1.935        (.032)       1.515        .105       
 from                                                                                             
 investm                                                                                          
 ent                                                                                              
 operations    
 
 9.Less                                
 Distribut                                                                                       
 ions                                                                                             
 
 10. Fr          
(.383)   (.920)   (.851)   (.963)   (1.171) (1.093)  (1.144)      (1.237)      (1.165)      (.878)       (.835)       (.195)     
 om net                                                                                           
 investm                                                                                          
 ent                                                                                             
 income      
 
 11. Fro         
- --       --       (.250)   (.230)   --       --       --          --           --           --           --           --         
 m net                                                                                            
 realized    
 gain                                                                                  
 
 12. Tot         
(.383)   (.920)   (1.101)  (1.193)  (1.171)  (1.093)  (1.144)      (1.237)      (1.165)      (.878)       (.835)       (.195)     
 al                                                                                             
 distributi                                                                                       
 ons                                                                                              
 
 13.Net         
$ 11.760 $ 11.910 $ 11.220 $ 12.010 $ 11.070 $ 10.120 $ 8.150      $ 8.970      $ 9.860      $ 9.090      $ 11.890     $ 11.210    
 asset                                                                                            
 value,                                                                                           
 end of                                                                                            
 period       
 
 14.Total        
5.07%    15.05%   2.64%    20.47%   21.96%   39.67%   3.58%        3.34%        22.14%       (.81)%       14.12%       .94%       
 returnE                                                                                           
 
 15.Net         
$ 126    $ 1,200, $ 679,62 $ 485,55 $ 136,31 $ 38,681 $ 15,134     $ 13,315     $ 11,900     $ 9,077      $ 155,73     $ 16,959    
 assets, 495      3        9        6                                                                     0                     
 end of                                                                                           
 period                                                                                            
 (000                                                                                              
 omitted)                                                                                         
 
 16.Rati         
 .70%A    1.15%    1.20%    1.11%    1.10%F   1.10%F   1.10%F       1.10%F       1.10%F       1.24%A,F     2.01%        2.20%A     
 o of                                                                      
 expense                                                                                          
 s to                                                                                             
 average                                                                                          
 net                                                                                               
 assets                                                                                           
 
 17.Rati         
8.77%A   8.32%    6.92%    8.09%    9.95%    12.20%   12.72%       12.98%       11.86%       10.74%A      7.46%        5.92%A      
 o of net                                                                                    
 investm                                                                                          
 ent                                                                                               
 income                                                                                          
 to                                                                                               
 average                                                                                          
 net                                                                                             
 assets                                                                                           
 
 18.Portf        
112%     112%     118%     79%      100%     103%      90%          131%         135%         166%A        112%         118%       
 olio                                                                                             
 turnover                                                                                         
 rate                                                                                             
 
</TABLE>
 
 STRATEGIC INCOME 
 
<TABLE>
<CAPTION>
<S>           <C>               <C>        <C>   <C>              <C>   
 19.Sele      Institutional     Class A           Class B          
 cted         Class                                                           
 Per-Sha                                                                           
 re Data                                                                           
 and                                                                               
 Ratios                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>           <C>          <C>          <C>          <C>               
 20.Year        1995C        1995         1994C        1995         1994C        
 s ended                                                                                                 
 Decemb                                                                                                  
 er 31                                                                                                   
 
 21.Net         $ 10.890     $ 9.920      $ 10.000     $ 9.910      $ 10.000    
 asset                                                                                                   
 value,                                                                                                  
 beginnin                                                                                                
 g of                                                                                                    
 period                                                                                                  
 
 22.Inco                                                                        
 me from                                                                                                 
 Investm                                                                                                 
 ent                                                                                                     
 Operati                                                                                                 
 ons                                                                                                     
 
 23. Ne          .456         .885         .064G        .820         .072G      
 t                                                                                                       
 investm                                                                                                 
 ent                                                                                                     
 income                                                                                                  
 
 24. Ne          .340         1.231        (.046)       1.237        (.078)     
 t                                                                                                       
 realized                                                                                                
 and                                                                                                     
 unrealiz                                                                                                
 ed gain                                                                                                 
 (loss)                                                                                                  
 
 25. Tot         .796         2.116        .018         2.057        (.006)     
 al from                                                                                                 
 investm                                                                                                 
 ent                                                                                                     
 operatio                                                                                                
 ns                                                                                                      
 
 26.Less                                                                        
 Distribut                                                                                               
 ions                                                                                                    
 
 27. Fr          (.426)       (.806)       (.098)       (.727)       (.084)     
 om net                                                                                                  
 investm                                                                                                 
 ent                                                                                                     
 income                                                                                                  
 
 28. Fr          (.230)       (.230)       --           (.230)       --         
 om net                                                                                                  
 realized                                                                                                
 gain                                                                                                    
 
 29. Tot         (.656)       (1.036)      (.098)       (.957)       (.084)     
 al                                                                                                      
 distributi                                                                                              
 ons                                                                                                     
 
 30.Net         $ 11.030     $ 11.000     $ 9.920      $ 11.010     $ 9.910     
 asset                                                                                                   
 value,                                                                                                  
 end of                                                                                                  
 period                                                                                                  
 
 31.Total        7.47%        22.02%       .17%         21.35%       (.06)%     
 returnE                                                                                                  
 
 32.Net         $ 107        $ 52,626     $ 10,687     $ 26,654     $ 9,379     
 assets,                                                                                                 
 end of                                                                                                  
 period                                                                                                  
 (000                                                                                                    
 omitted)                                                                                                
 
 33.Rati         1.10%A       1.35%F       1.35%        2.10%        2.10%      
 o of           ,F                           A,F                       A,F           
 expense                                                                                               
 s to                                                                                                    
 average                                                                                                 
 net                                                                                                     
 assets                                                                                                  
 
 34.Rati         7.53%A       7.28%        5.80%A       6.53%        5.06%A     
 o of net                                                                                                
 investm                                                                                                 
 ent                                                                                                     
 income                                                                                                  
 to                                                                                                      
 average                                                                                                 
 net                                                                                                     
 assets                                                                                                  
 
 35.Portf        193%         193%         104%A        193%         104%A      
 olio                                                                                                    
 turnover                                                                                                
 rate                                                                                                    
 
</TABLE>
 
  A  ANNUALIZED.
 B  JANUARY 5, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
 C  COMMENCEMENT OF SALE OF HIGH YIELD CLASS B SHARES JUNE 30, 1994;
COMMENCEMENT OF SALE OF STRATEGIC INCOME CLASS A & CLASS B SHARES OCTOBER
31, 1994; COMMENCEMENT OF SALE OF HIGH YIELD AND STRATEGIC INCOME
INSTITUTIONAL CLASS SHARES JULY 3, 1995.
 D  EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 E  TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN.
 F  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
 G  NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD. 
GOVERNMENT INVESTMENT
 
 
 
<TABLE>
<CAPTION>
<S>        <C>           <C>       <C>   <C>       <C>            <C>   <C>   <C>       <C>       <C>       <C>              <C>   
36.Sele     Institutio                     Class A                                Class B          
cted        nal          
Per-Sha     Class         
re Data                   
and                       
Ratios                    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                
<C>      <C>     <C>      <C>      <C>      <C>         <C>         <C>         <C>         <C>          <C>          <C>       
37.Year             
1995C    1995    1994E    1993     1992     1991         1990        1989        1988        1987B        1995        1994C       
s ended                                                                                          
October                                                                                           
31                                                                                               
 
38.Net              
$ 9.560  $ 8.960 $ 10.140 $ 9.730  $ 9.590  $ 9.150     $ 9.310     $ 9.260     $ 9.200     $ 10.000     $ 8.950     $ 9.100   
asset                                                                                            
value,                                                                                            
beginnin                                                                                        
g of                                                                                             
period                                                                                           
 
39.Inco                                        
me from                                                                                          
Investm                                                                                          
ent                                                                                              
Operati                                                                                          
ons                                                                                              
 
40. Ne               
 .197     .594    .515      .567    .666     .700       .735        .773        .769        .614         .542        .144            
t                                                                                                
investm                                                                                          
ent                                                                                              
income                                                                                            
 
41. Ne               
 .108     .701   (1.031)   .601    .125     .419        (.160)      .050        .060        (.800)       .693        (.137)          
t                                                                                                
realized                                                                                         
and                                                                                              
unrealiz                                                                                         
ed gain                                                                                           
(loss)                                                                                           
 
42. Tot              
 .305     1.295   (.516)   1.168   .791     1.119       .575        .823        .829        (.186)       1.235       .007            
al from                                                                                          
investm                                                                                          
ent                                                                                              
operatio                                                                                         
ns                                                                                               
 
43.Less                                        
Distribut                                                                                        
ions                                                                                             
 
44. Fr               
(.195)   (.585)  (.504)  (.558)  (.651)   (.679)       (.735)      (.773)      (.769)      (.614)       (.515)      (.157)          
om net                                                                                           
investm                                                                                          
ent                                                                                              
income                                                                                           
 
45. Fr               
- --       --     (.130)   (.200)   --       --          --          --          --          --           --          --              
om net                                                                                           
realized                                                                                         
gain                                                                                             
 
 46. In         
- --       --    (.030)    --      --       --           --          --          --          --           --          --              
 excess                                                                                     
 of net                                                                                     
 realized                                                                                   
 gain                                                                                       
 
47. Tot              
(.195)  (.585) (.664)  (.758)   (.651) (.679)       (.735)      (.773)      (.769)      (.614)       (.515)       (.157)    
al                                                                                               
distributi                                                                                       
ons                                                                                              
 
48.Net              
$ 9.670 $ 9.670 $ 8.960 $ 10.140 $ 9.730 $ 9.590      $ 9.150     $ 9.310     $ 9.260     $ 9.200      $ 9.670     $ 8.950          
asset                                                                                            
value,                                                                                           
end of                                                                                           
period                                                                                           
 
49.Total             
3.23%    14.91% (5.27)%   12.53%  8.49%   12.65%       6.48%       9.37%       9.34%       (1.84)%      14.19%      .10%            
returnD                                                                                      
 
50.Net              
$ 14,588 $ 208,62 $ 114,45 $ 69,876 $ 23,281 $ 13,058 $ 9,822     $ 8,203     $ 6,590     $ 4,584      $ 11,766    $ 2,062          
assets,  0        3
end of                                                                                           
period                                                                                           
(000                                                                                             
omitted)                                                                                         
 
51.Rati              
 .75%A,F  .89%F     .74%F     .68%F   1.10%F   1.10%F  1.10%F      1.10%F      1.10%F      1.29%A,F     1.65%F       1.70%A,F    
o of                                                                            
expense                                                                                          
s to                                                                                             
average                                                                                          
net                                                                                              
assets                                                                                           
 
52.Rati              
6.48%A  6.34%     6.18%     6.11%   6.98%     7.47%        8.04%       8.45%       8.30%       8.12%A   5.58%       5.22%A    
o of net                                                                                         
investm                                                                                          
ent                                                                                              
income                                                                                           
to                                                                                               
average                                                                                          
net                                                                                              
assets                                                                                           
 
53.Portf             
261%    261%     313%       333%    315%      54%          31%         42%         44%         32%A         261%        313%     
olio                                                                                             
turnover                                                                                    
 rate     
 
</TABLE>
 
 INTERMEDIATE BOND (FORMERLY  LIMITED TERM BOND ) 
 
 
 
<TABLE>
<CAPTION>
<S>  <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>       <C>              <C>   <C>       <C>              <C>   
54.Sele     Institutional Class                                                                Class A                Class B       
  
cted                        
Per-Sha                    
re Data                    
and                        
Ratios                     
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>     
<C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>       
 Years               
1995    1994E   1993    1992    1991    1990    1989    1988    1987    1986    1995    1994E   1993    1992C   1995    1994C       
ended                     
Novembe                   
r 30                       
 
55.Net               
$ 10.27 $ 11.16 $ 10.6  $ 10.5  $ 10.1  $ 10.4  $ 10.1  $ 10.2  $ 11.24 $ 10.5  $ 10.26 $ 11.14 $ 10.6  $ 10.9 $ 10.25 $ 10.43   
asset           
0       0       40      50      40      10      80      50      0       50      0       0       40      60     0       0
value,                    
beginnin                   
g of                      
period      
 
56.Inco                                                                            
me from                   
Investm                   
ent                       
Operati                   
ons                       
 
57. Ne                
 .671    .602    .832    .840    .884    .901    .937    .944    .953    1.026   .649    .609    .785    .170    .579   .204  
t                        
investm                    
ent                       
income                    
 
58. Ne                
 .499    (.833)  .531    .102    .411    (.270)  .230    (.070)  (.770)  .710    .491    (.876)  .511    (.320)  .483   (.178)    
t                         
realized                  
and                       
unrealiz                  
ed gain                  
 (loss)                   
 
59. Tot               
1.170   (.231)  1.363   .942    1.295   .631    1.167   .874    .183    1.736   1.140   (.267)  1.296   (.150)  1.062  .026      
al from                  
investm                   
ent                       
operatio                  
ns                        
 
60.Less                                                                             
Distribut                 
ions                      
 
61. Fr                
(.670)  (.597)  (.843)  (.852)  (.885)  (.901)  (.937)  (.944)  (.953)  (1.026  (.640)  (.555)  (.796)  (.170)  (.562) (. 187)   
om net                                                                  )
investm                  
ent                       
income                    
 
62. Fr                
- --      --      --      --      --      --      --      --      (.220)  (.020)  --      --      --      --      --     --        
om net                    
realized                  
gain     
 
 63. Re          
- --      (.062)  --      --      --      --      --      --      --      --      --      (.058)  --      --      --      (.019)    
 turn of            
 capital     
 
64. Tot               
(.670)  (.659)  (.843)  (.852)  (.885)  (.901)  (.937) (.944) (1.173   (1.046  (.640)   (.613)  (.796)  (.170)  (.562)  (.206)    
al                                                            )        )                                                        
distributi                
ons          
 
65.Net               
$ 10.77 $ 10.27 $ 11.16 $ 10.6  $ 10.5  $ 10.1  $ 10.4  $ 10.1  $ 10.2  $ 11.24 $ 10.76 $ 10.2  $ 11.1  $ 10.6  $ 10.75 $ 10.25
asset                
0       0       0       40      50      40      10      80      50      0       0       60      40      40      0       0        
value,                    
end of                    
period                    
 
66.Total              
11.73   (2.10)  13.17   9.21%   13.35   6.46%   12.03   8.81%   1.78%   17.04   11.43   (2.44)  12.50   (1.37)  10.62  .24%     
returnD               
%       %       %               %               %                       %       %       %       %       %       %                
 
67.Net               
$ 209   $ 172   $ 184   $ 160   $ 328   $ 357   $ 427   $ 419   $ 407   $ 419   $ 228   $ 142   $ 59    $ 3     $ 16   $ 3       
assets,                   
end of                    
period                    
( in                 
 millions )          
 
68.Rati               
 .67%F   .61%   .64%    .57%    .57%    .58%    .54%    .54%    .53%    .53%    .94%F    1.02%F  1.23%   .82%A   1.70%F 1.65%A,F   
o of         
expense                   
s to       
  average           
net                      
assets                    
 
69.Rati               
6.47%   6.45%   7.41%   7.96%   8.59%   8.90%   9.16%   9.16%   9.03%   9.22%   6.20%   6.04%   6.81%   7.67%A  5.44%  5.42%A    
o of net             
investm                   
ent                       
income                    
to                       
average                   
net                       
assets     
 
70.Portf              
189%    68%     59%     7%      60%     59%     87%     48%     92%     59%     189%    68%     59%     7%      189%   68%     
olio                      
turnover             
 rate                
 
</TABLE>
 
A ANNUALIZED.
B JANUARY 7, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C  COMMENCEMENT OF SALE OF INTERMEDIATE BOND CLASS A SHARES SEPTEMBER 10,
1992; COMMENCEMENT OF SALE OF GOVERNMENT INVESTMENT AND INTERMEDIATE BOND
CLASS B SHARES JUNE 30, 1994; COMMENCEMENT OF SALE OF GOVERNMENT INVESTMENT
INSTITUTIONAL CLASS SHARES JULY 3, 1995. 
D TOTAL RETURNS DO NOT INCLUDE THE  EFFECTS OF  SALES CHARGE S  AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.  THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN. 
E  EFFECTIVE NOVEMBER 1, 1993 AND DECEMBER 1, 1993, GOVERNMENT INVESTMENT
AND INTERMEDIATE BOND, RESPECTIVELY, ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES. 
F  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER. 
SHORT FIXED-INCOME
 
<TABLE>
<CAPTION>
<S>        <C>                  <C>       <C>       <C>       <C>       <C>              <C>       <C>       <C>       <C>   
71.Sele     Institution                         Class A                         
cted        al Class                                                                                                    
Per-Sha                                                                                                                      
re Data                                                                                                                      
and                                                                                                                          
Ratios                                                                                                                       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                
<C>         <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>         <C>              
72.Year 
1995C       1995         1994E,G      1993         1992         1991         1990         1989         1988        1987B            
s ended                                                          
October                                                         
31                                                              
 
73.Net              
$ 9.450     $ 9.480      $ 10.090     $ 9.950      $ 9.870      $ 9.620      $ 9.950      $ 9.940      $ 10.060    $ 10.000         
asset                                                           
value,                                                          
beginnin                                                        
g of                                                            
period                                                         
 
74.Inco              
 .137        .403         .479         .732         .830         .848         .868         .832         .852        .101            
me from                                                         
Investm                                                         
ent                                                             
Operati                                                         
ons                                                             
 Net        
investm                                                  
ent                                                             
income                                                          
 
75. Ne               
 .067        .148         (.501)       .146         .071         .270         (.330)       .010         (.120)      .060            
t                                                               
realized                                                        
and                                                             
unrealiz                                                        
ed gain                                                          
(loss)                                                          
 
76. Tot              
 .204        .551         (.022)       .878         .901         1.118        .538         .842         .732        .161            
al from                                                         
investm                                                         
ent                                                             
operatio                                                        
ns                                                              
 
77.Less              
(.136)      (.407)       (.464)       (.738)       (.821)       (.868)       (.868)       (.832)       (.852)      (.101)          
Distribut                                                       
ions                                                             
 From                                                           
net                                                             
investm                                                          
ent                                                             
income                                                          
 
 78. In         
- --          --           (.044)       --           --           --           --           --           --           --        
 excess                                                     
 of net                                                     
 investm                                                   
 ent                                                       
 income                                                    
 
 79. Re         
(.048)      (.154)       (.080)       --           --           --           --           --           --           --        
 turn of                                                   
 capital                                                   
 
 80. Tot        
(.184)      (.561)       (.588)       (.738)       (.821)       (.868)       (.868)       (.832)       (.852)       (.101)    
 al                                                        
 Distribut                                                 
 ions                                                      
 
81.Net              
$ 9.470     $ 9.470      $ 9.480      $ 10.090     $ 9.950      $ 9.870      $ 9.620      $ 9.950      $ 9.940     $ 10.060         
asset                                                           
value,                                                          
end of                                                         
period                                                          
 
82.Total             
2.18%       6.05%        (.22)%       9.13%        9.44%        12.19%       5.59%        8.89%        7.56%       1.61%           
returnD                                                          
 
83.Net              
$ 9,827     $ 546,54     $ 787,92     $ 654,20     $ 170,55     $ 25,244     $ 13,062     $ 12,394     $ 13,433    $ 3,252          
assets,     6            6            2            8                                                                           
end of                                                           
period                                                          
(000                                                            
omitted)                                                        
 
84.Rati              
 .85%A,F     .89%         .97%         .95%         .90%F        .90%F        .90%F        .90%F        .90%F       .90%A,F   
o of                                                            
expense                                                         
s to                                                            
average                                                         
net                                                              
assets                                                          
 
85.Rati              
6.10%A      6.05%        5.91%        6.77%        7.59%        8.50%        8.86%        8.45%        8.39%       7.65%A          
o of net                                                        
investm                                                        
ent                                                             
income                                                          
to                                                              
average                                                         
net                                                              
assets                                                         
 
86.Portf             
179%        179%         108%         58%          57%          127%         144%         157%         178%        119%A           
olio                                                            
turnover                                                        
rate                                                            
 
</TABLE>
 
HIGH INCOME MUNICIPAL
 
 
 
<TABLE>
<CAPTION>
<S>    <C>    <C>       <C>       <C>       <C>       <C>              <C>       <C>       <C>       <C>   <C>              <C>   
87.Sele     Institutio                         Class A                          Class B          
cted        nal      
Per-Sha     Class    
re Data             
and                 
Ratios              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 
<C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>         <C>              <C>         <C>              
88.Year              
1995C    1995     1994E    1993     1992     1991     1990     1989     1988        1987B             1995        1994C            
s ended                                                                                              
October                                                                                              
31                                                                                                   
 
89.Net               
$ 11.700 $ 11.220 $ 12.720 $ 11.650 $ 11.410 $ 10.870 $ 10.820 $ 10.460 $ 9.850     $ 10.000          $ 11.210    $ 11.610         
asset                                                                                                
value,                                                                                               
beginnin                                                                                             
g of                                                                                                 
period                                                                                               
 
90.Inco                                             
me from                                                                                              
Investm                                                                                              
ent                                                                                                  
Operati                                                                                               
ons                                                                                                  
 
91. Ne                
 .232     .700     .689     .710     .774     .803     .811     .800     .750        .092              .612        .188            
t                                                                                                   
 interest                                                                                       
income        
 
92. Ne                
 .180     .660     (1.430)  1.100    .250     .660    .150     .410     .610        (.150)            .650        (.400)          
t                                                                                                    
realized                                                                                             
and                                                                                                  
unrealiz                                                                                             
ed gain                                                                                              
(loss)                                                                                              
 
93. Tot               
 .412     1.360    (.741)   1.810    1.024    1.463    .961     1.210    1.360       (.058)            1.262       (.212)          
al from                                                                                              
investm                                                                                              
ent                                                                                                  
operatio                                                                                             
ns                                                                                                   
 
94.Less                                            
Distribut                                                                                            
ions                                                                                                 
 
95. Fr                
(.232)   (.700)   (.689)   (.710)   (.774)   (.803)   (.811)   (.800)   (.750)      (.092)            (.612)      (.188)          
om net                                                                                               
 interest                                                                                      
income                                                                                               
 
96. Fr                
- --       --       (.060)   (.030)   (.010)   (.120)   (.100)   (.050)   --          --                --          --              
om net                                                                                               
realized                                                                                             
gain                                                                                                 
 
97. In                
- --       --       (.010)   --       --       --       --       --       --          --                --          --              
excess                                                                                               
of net                                                                                               
realized                                                                                             
gain                                                                                                  
 
98. Tot               
(.232)   (.700)   (.759)   (.740)   (.784)   (.923)   (.911)   (.850)       (.750)      (.092)            (.612)       (.188)    
al                                                                                                   
distributi                                                                                           
ons                                                                                                  
 
99.Net               
$ 11.880 $ 11.880 $ 11.220 $ 12.720 $ 11.650 $ 11.410 $ 10.870 $ 10.820  $ 10.460    $ 9.850           $ 11.860    $ 11.210         
asset                                                                                                
value,                                                                                               
end of                                                                                               
period                                                                                               
 
100.Tot               
3.55%    12.50%   (6.03)%  15.95%   9.21%    14.02%   9.28%    12.05%   14.22%       (.58)%            11.57%      (1.86)%         
al                                                                                                   
returnD                                                                                                
 
101.Net              
$ 154    $ 565,13 $ 544,42 $ 497,57 $ 156,65 $ 67,135 $ 22,702 $ 6,669  $ 3,290     $ 1,275           $ 32,395    $ 9,968          
assets,  1        2        5        9                                                                                            
end of                                                                                               
period                                                                                               
(000                                                                                                 
omitted)                                                                                             
 
102.Rat               
 .75%A,F  .91%     .89%     .92%     .90%F    .90%F    .90%F    .90%F        .89%F       .80%A,F     1.86%F       2.09%A           
io of                                                                                                 
expense                                                                                              
s to                                                                                                 
average                                                                                              
net                                                                                                  
assets                                                                                               
 
103.Rat               
5.89%A   6.06%    5.78%    5.59%    6.59%    7.08%    7.37%    7.60%     7.33%       7.24%A         5.18%       4.58%A           
io of net                                                                                       
 interest                                                                                      
income                                                                                               
to                                                                                                   
average                                                                                              
net                                                                                                  
assets                                                                                               
 
104.Por               
37%      37%      38%      27%      13%      10%       11%      27%          19%          0%          37%         38%             
tfolio                                                                                               
turnover                                                                                        
 rate                                                                                           
 
</TABLE>
 
A ANNUALIZED.
B SEPTEMBER 16, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C COMMENCEMENT OF SALE OF  HIGH INCOME MUNICIPAL  CLASS B SHARES JUNE 30,
1994 ; COMMENCEMENT OF SALE OF SHORT FIXED-INCOME AND HIGH INCOME MUNICIPAL
INSTITUTIONAL CLASS SHARES JULY 3, 1995. 
D TOTAL RETURNS DO NOT INCLUDE THE  EFFECTS OF  SALES CHARGE S  AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.  THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN. 
E  EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 F  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
 G  AMOUNTS HAVE BEEN ADJUSTED TO CONFORM WITH PRESENT PERIOD ACCOUNTING
POLICIES.
INTERMEDIATE MUNICIPAL INCOME (FORMERLY  LIMITED TERM TAX-EXEMPT ) 
 
 
 
<TABLE>
<CAPTION>
<S>     <C>    <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>       <C>              <C>   <C>   <C>              <C>   
105.Sel     Institutional Class       
ected                    
Per-Sha                 
re Data                 
and                    
Ratios                 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                
<C>     <C>     <C>     <C>     <C>      <C>     <C>    <C>     <C>      <C>    <C>     <C>     <C>    <C>       <C>     <C>     
 Years               
1995    1994D   1993    1992    1991    1990    1989    1988    1987    1986    1995    1994D   1993   1992C     1995   1994 C      
ended                     
Novembe                  
r 30              
 
106.Net              
$ 9.410 $ 10.46 $ 11.08 $ 10.8  $ 10.6  $ 10.6  $ 10.5  $ 10.3  $ 10.9  $ 10.2  $ 9.400 $ 10.46 $ 11.08 $ 11.01 $ 9.400 $ 9.890   
asset   0       0       00      40      10      20      80      90      80              0       0       0                        
value,                   
beginnin                 
g    
  of                
period      
 
107.Inc                                                                                 
ome                      
from                     
Investm                  
ent                     
Operati                  
ons                     
 
108. Ne               
 .477    .481    .536    .666    .682    .689    .674    .650    .641    .671    .451    .455    .508    .131     .373   .155       
t                        
 interest          
income                   
 
109. Ne               
 .950    (1.030  .260    .280    .160    .030    .090    .140    (.540)  .760    .980    (1.040  .260   .070      .980   (.490)    
t       )                                                                               )      
realized                 
and                      
unrealiz                
ed                       
 gain                  
(loss)                   
 
110. Tot              
1.427   (.549)  .796    .946    .842    .719    .764    .790    .101    1.431   1.431   (.585)  .768   .201      1.353  (.335)   
al from               
 interest           
  operatio          
ns            
 
111.Les                                                                                
s                        
Distribut                
ions                     
 
112. Fr               
(.477)  (.481)  (.536)  (.666)  (.682)  (.689)  (.674)  (.650)  (.641)  (.671)  (.451)  (.455)  (.508) (.131)   (.373)  (.155)   
om net            
 interest           
income                   
 
113. Fr               
- --       --     (.880)   --      --      --      --     --      (.070)  (.050)   --      --     (.880)  --      --      --
om net                    
realized                 
gain                    
 
 114. In         
- --     (.020)   --       --      --      --      --     --      --      --       --     (.020)  --      --     --       --
 excess              
 of net             
 realized           
 gain               
 
115. Tot              
(.477)  (.501)  (1.416  (.666)  (.682)  (.689)  (.674)  (.650)  (.711)  (.721)  (.451)  (.475)  (1.388 (.131) (.373)   (.155)    
al              )                                                                               )  
distributi               
ons                      
 
116.Net              
$ 10.36 $ 9.410 $ 10.4  $ 11.08 $ 10.8  $ 10.6  $ 10.6  $ 10.5  $ 10.3  $ 10.9  $ 10.38 $ 9.400 $ 10.4 $ 11.08 $ 10.38 $ 9.400   
asset                
0       60      0       00      40      10      20      80      90      0       60      0       0                           
value,                    
end of                   
period                   
 
117.Tot               
15.44   (5.43)  8.01%   9.01%   8.15%   7.04%   7.50%   7.77%   .97%    14.39   15.49   (5.78)  7.72%  1.37%    14.60  (3.44 )    
al  %   %                                                               %       %       %                       %      %          
returnE               
 
118.Net              
$ 11    $ 12    $ 15    $ 28    $ 100   $ 112   $ 121   $ 132   $ 163   $ 161   $ 63    $ 57    $ 40   $  2    $ 6     $  2        
assets,                 
end of                  
period                   
( in                
 millions ) 
 
119.Rat               
 .70%F   .65%F   .65%F   .66%F   .61%    .62%    .65%    .63%    .59%    .58%    .94%F   .90%F   .90%F  1.04%A,F 1.68%  1.65%A,F   
io of      
expense                  
s to                     
average                  
net                      
assets                  
 
120.Rat               
4.96%   4.75%   5.01%   6.05%   6.40%   6.53%   6.45%   6.20%   6.01%   6.29%   4.56%   4.49%   4.76%  5.65%A 3.71%    3.74%A    
io of net              
 interest           
income                   
to                       
average                  
net                      
assets                   
 
121.Por               
53%     53%     46%     36%     20%     32%     31%     24%     43%     34%     53%     53%     46%     36%    53%     53%        
tfolio                    
turnover            
 rate             
 
</TABLE>
 
 SHORT-INTERMEDIATE MUNICIPAL INCOME (FORMERLY  SHORT-INTERMEDIATE
TAX-EXEMPT ) 
122.Sel     Institution     Class A          
ected       al Class                              
Per-Sha                                                
re Data                                                
and                                                    
Ratios                                                 
 
123.Ye            1995C        1995        1994B           
ar s                                                            
ended                                                                
Novemb                                                               
er 30                                                                
 
124.Net           $ 10.070     $ 9.770     $ 10.000        
asset                                                                
value,                                                               
beginnin                                                             
g of                                                                 
period                                                               
 
125.Inc            .178         .430        .259           
ome                                                                  
from                                                                 
Investm                                                              
ent                                                                  
Operati                                                              
ons                                                                  
 Net                                                                 
interest                                                             
income                                                               
 
126. Ne            .160         .470        (.230)         
t                                                                    
realized                                                             
and                                                                  
unrealiz                                                             
ed gain                                                              
(loss)                                                               
 
127. Tot           .338         .900        .029           
al from                                                              
investm                                                              
ent                                                                  
operatio                                                             
ns                                                                   
 
128.Les            (.178)       (.430)      (.259)         
s                                                                    
Distribut                                                            
ions                                                                 
 From                                                                
net                                                                  
interest                                                             
income                                                               
 
129.Net           $ 10.230     $ 10.240    $ 9.770         
asset                                                                
value,                                                               
end of                                                               
period                                                               
 
130.Tot            3.37%        9.38%       .27%           
al                                                                   
returnE                                                          
 
131.Net           $ 134        $ 29,274    $ 16,563        
assets,                                                              
end of                                                               
period                                                               
(000                                                                 
omitted)                                                             
 
132.Rat            .75%A,F     .82%F       .75%A,F     
io of                                                                
expense                                                              
s to                                                                 
average                                                              
net                                                                  
assets                                                               
 
133.Rat            4.18%A       4.25%       3.74%A         
io of net                                                            
interest                                                             
income                                                               
to                                                                   
average                                                              
net                                                                  
assets                                                               
 
134.Por            80%          80%         111%A           
tfolio                                                               
turnover                                                             
rate                                                                 
 
  A  ANNUALIZED.
 B  MARCH 16, 1994 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30, 1994.
 C  COMMENCEMENT OF SALE OF INTERMEDIATE MUNICIPAL INCOME CLASS A SHARES
SEPTEMBER 10, 1992; COMMENCEMENT OF SALE OF INTERMEDIATE MUNICIPAL INCOME
CLASS B SHARES JUNE 30, 1994; COMMENCEMENT OF SALE OF SHORT-INTERMEDIATE
MUNICIPAL INCOME INSTITUTIONAL CLASS SHARES JULY 3, 1995.
 D  EFFECTIVE DECEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INTEREST INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
 E  TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN.
 F  FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
NEW YORK MUNICIPAL INCOME (FORMERLY NEW YORK TAX-FREE)
135.Sel      Institutiona     Class A     Class B    
 ected        l Class                                           
 Per-Sha                                                             
 re Data                                                             
 and                                                                 
 Ratios                                                              
 
 136.Ye         1995B        1995B        1995B       
 ars                                                                 
 ended                                                               
 October                                                             
 31                                                                  
 
 137.Net        $ 10.000     $ 10.000     $ 10.000    
 asset                                                               
 value,                                                              
 beginnin                                                            
 g of                                                                
 period                                                              
 
 138.Inc                                              
 ome                                                                 
 from                                                                
 Investm                                                             
 ent                                                                 
 Operati                                                             
 ons                                                                 
 
 139. Ne         .095         .084         .074       
 t                                                                   
 investm                                                             
 ent                                                                 
 income                                                              
 
 140. Ne         .400         .400         .390       
 t                                                                   
 realized                                                            
 and                                                                 
 unrealiz                                                            
 ed gain                                                             
 (loss)                                                              
 
 141. Tot        .495         .484         .464       
 al from                                                             
 investm                                                             
 ent                                                                 
 operatio                                                            
 ns                                                                  
 
 142.Les                                              
 s                                                                   
 Distribut                                                           
 ions                                                                
 
 143. Fr         (.095)       (.084)       (.074)     
 om net                                                              
 investm                                                             
 ent                                                                 
 income                                                              
 
 144.Net        $ 10.400     $ 10.400     $ 10.390    
 asset                                                               
 value,                                                              
 end of                                                              
 period                                                              
 
 145.Tot         4.96%        4.85%        4.65%      
 al                                                                  
 returnC                                                             
 
 146.Net        $ 683        $ 2,033      $ 1,161     
 assets,                                                             
 end of                                                              
 period                                                              
 (000                                                                
 omitted)                                                            
 
 147.Rat         .75%A        1.00%A       1.75%A     
 io of          ,D           ,D           ,D          
 expense                                                             
 s to                                                                
 average                                                             
 net                                                                 
 assets                                                              
 
 148.Rat         4.75%        4.16%        3.52%      
 io of net      A            A            A           
 investm                                                             
 ent                                                                 
 income                                                              
 to                                                                  
 average                                                             
 net                                                                 
 assets                                                              
 
 149.Por         0%           0%           0%         
 tfolio                                                              
 turnover                                                            
 rate                                                                
 
 A ANNUALIZED
B AUGUST 21, 1995 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1995
C TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF SALES CHARGES AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURN WOULD HAVE BEEN
LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIOD SHOWN.
D FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO
WOULD HAVE BEEN HIGHER. 
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN and/or YIELD.
For Overseas, Global Resources, Growth Opportunities, Income & Growth, High
Yield, Government Investment, Short Fixed-Income, High Income Municipal,
California Municipal Income and New York Municipal Income ,  the fiscal
year runs from November 1 to October 31. For Mid Cap, Equity Growth, Large
Cap, Equity Income, Intermediate Bond, Intermediate Municipal Income, and
Short-Intermediate Municipal Income ,  the fiscal year runs from December 1
to November 30. For Strategic Income, Strategic Opportunities, and Emerging
Markets Income ,  the fiscal year runs from January 1 to December 31. The
tables below show the  Institutional Class'  performance history. Mid Cap,
Large Cap, and California Municipal Income are expected to commence
operations on or about February 26, 1996. For additional  charts presenting
the Institutional Class' calendar year performance , see Appendix B ,  page
 .
GROWTH FUNDS - INSTITUTIONAL CLASS 
      Average Annual Total Return *    Cumulative Total Return *    
 
 
<TABLE>
<CAPTION>
<S>      <C>              <C>              <C>               <C>              <C>               <C>                     
         Past 1 year      Past 5 years     10 Years/Life     Past 1 year      Past 5 years       10 Years/Life     
                                           of fund +                                        of fund+          
 
OVER       0.11 %      8.84 %      7.06 %       0.11 %      52.70 %      45.83 %          
SEAS                                                                                                                    
[A]                                                                                                                     
 
EQUIT      42.15 %     26.02 %     20.27 %      42.15 %     217.79 %     533.43 %         
Y                                                                                                                       
GROW                                                                                                                    
TH [B]                                                                                                                  
 
GLOB       11.52 %     15.67%      15.14 %      11.52 %     107.09 %     202.26 %         
AL                                                                                                                      
RESO                                                                                                                    
URCES                                                                                                                   
[A]                                                                                                                     
 
GROW       23.20 %     25.25 %     21.08 %      23.20 %     208.20 %     358.35 %         
TH                                                                                                                      
OPPO                                                                                                                    
RTUNIT                                                                                                                  
IES                                                                                                                     
[A]                                                                                                                     
 
STRAT      38.60 %     16.57 %     14.52 %      38.60 %     115.27 %     288.12 %         
EGIC                                                                                                                    
OPPO                                                                                                                    
RTUNIT                                                                                                                  
IES                                                                                                                     
[C]                                                                                                                     
 
EQUIT      30.43 %     20.42 %     13.93 %      30.43 %     153.21 %     268.37 %         
Y                                                                                                                       
INCO                                                                                                                    
ME                                                                                                                      
[B]                                                                                                                     
 
INCO       8.77 %      14.63 %     11.66 %      8.77 %      97.93 %      164.59 %         
ME &                                                                                                                    
GROW                                                                                                                    
TH [A]                                                                                                                  
 
</TABLE>
 
TAXABLE INCOME FUNDS - INSTITUTIONAL CLASS 
      Average Annual Total Return *    Cumulative Total Return *    
 
 
<TABLE>
<CAPTION>
<S>      <C>              <C>              <C>                     <C>              <C>               <C>                     
         Past 1 year      Past 5 years      10 Years/Life     Past 1 year      Past 5 years       10 Years/Life     
                                            of fund+                                              of fund+          
 
EMER       7.11 %       n/a        5.27 %             7.11 %       n/a         9.76 %           
GING                                                                                                                          
MARK                                                                                                                          
ETS                                                                                                                           
INCO                                                                                                                          
ME                                                                                                                            
[C]                                                                                                                           
 
HIGH       14.50 %     19.25 %     13.79 %            14.50 %     141.19 %     212.76 %         
YIELD                                                                                                                         
[A]                                                                                                                           
 
STRAT      22.41 %      n/a        19.04 %            22.41 %      n/a         22.62 %          
EGIC                                                                                                                          
INCO                                                                                                                          
ME                                                                                                                            
[C]                                                                                                                           
 
GOVE       15.03 %     8.43%       7.37 %             15.03 %     49.85 %      87.30 %          
RNME                                                                                                                          
NT                                                                                                                            
INVES                                                                                                                         
TMENT                                                                                                                         
[A]                                                                                                                           
 
INTER      11.73 %     8.91%       9.01 %             11.73 %     53.25 %      136.88 %         
MEDI                                                                                                                          
ATE                                                                                                                           
BOND                                                                                                                          
[B]                                                                                                                           
 
SHORT      6.10 %      7.24%       7.37 %             6.10 %      41.85 %      78.25 %          
FIXED                                                                                                                         
- -INCO                                                                                                                         
ME                                                                                                                            
[A]                                                                                                                           
 
</TABLE>
 
MUNICIPAL FUNDS - INSTITUTIONAL CLASS 
      Average Annual Total Return *    Cumulative Total Return *    
 
 
<TABLE>
<CAPTION>
<S>      <C>              <C>             <C>                     <C>              <C>              <C>                     
         Past 1 year      Past 5 years     10 Years/Life     Past 1 year      Past 5 years      10 Years/Life     
                                           of fund+                                             of fund+          
 
HIGH       12.59 %     8.84 %     9.71 %             12.59 %     52.76%      112.40 %         
INCO                                                                                                                        
ME                                                                                                                          
MUNI                                                                                                                        
CIPAL                                                                                                                       
[A]                                                                                                                         
 
INTER      15.44 %     6.81 %     7.13 %             15.44 %     39.01 %     99.11 %          
MEDI                                                                                                                        
ATE                                                                                                                         
MUNI                                                                                                                        
CIPAL                                                                                                                       
INCO                                                                                                                        
ME                                                                                                                          
[B]                                                                                                                         
 
SHORT      9.34 %       n/a       5.53 %             9.34 %       n/a        9.64 %           
- -INTER                                                                                                                      
MEDI                                                                                                                        
ATE                                                                                                                         
MUNI                                                                                                                        
CIPAL                                                                                                                       
INCO                                                                                                                        
ME                                                                                                                          
[B]                                                                                                                         
 
</TABLE>
 
STATE MUNICIPAL FUNDS - INSTITUTIONAL CLASS 
      Average Annual Total Return *    Cumulative Total Return   
 
 
<TABLE>
<CAPTION>
<S>      <C>            <C>            <C>                     <C>            <C>            <C>                     
         Past 1 year    Past 5 years    10 Years/Life     Past 1 year    Past 5 years    10 Years/Life     
                                        of fund+                                         of fund+          
 
NEW         n/a       n/a       n/a                n/a       n/a     4.96%                  
YORK                                                                                                                 
MUNI                                                                                                                 
CIPAL                                                                                                                
INCO                                                                                                                 
ME                                                                                                                   
[A]                                                                                                                      
 
</TABLE>
 
A  FISCAL YEAR ENDED OCTOBER 31, 1995
B  FISCAL YEAR ENDED NOVEMBER 30, 1995
C FISCAL YEAR ENDED DECEMBER 31, 1995
   + 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; JANUARY 6, 1987 FOR INCOME & GROWTH; 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; MARCH 16, 1994 FOR SHORT-INTERMEDIATE MUNICIPAL INCOME; AND
AUGUST 21, 1995 FOR NEW YORK MUNICIPAL INCOME) THROUGH EACH FUND'S FISCAL
YEAR ENDED 1995.
* INITIAL OFFERING OF INSTITUTIONAL CLASS SHARES FOR OVERSEAS, GLOBAL
RESOURCES, GROWTH OPPORTUNITIES, INCOME & GROWTH, EMERGING MARKETS INCOME,
HIGH YIELD, STRATEGIC INCOME, GOVERNMENT INVESTMENT, SHORT FIXED-INCOME,
HIGH INCOME MUNICIPAL, AND SHORT-INTERMEDIATE MUNICIPAL INCOME TOOK PLACE
ON JULY 3, 1995, AND DO NOT BEAR A SALES LOAD OR 12B-1 FEE. RETURNS PRIOR
TO JULY 3, 1995, ARE THOSE OF CLASS A SHARES, THE ORIGINAL CLASS OF THESE
FUNDS AND INCLUDE A CLASS A 12B-1 FEE (AT A THEN CURRENTLY APPLICABLE RATE
OF 0.65% FOR OVERSEAS, GLOBAL RESOURCES, GROWTH OPPORTUNITIES, INCOME &
GROWTH, 0.25% FOR EMERGING MARKETS INCOME, HIGH YIELD, STRATEGIC INCOME,
GOVERNMENT INVESTMENT, AND HIGH INCOME MUNICIPAL, AND 0.15% FOR SHORT
FIXED-INCOME AND SHORT-INTERMEDIATE MUNICIPAL INCOME). INITIAL OFFERING OF
INSTITUTIONAL CLASS SHARES FOR STRATEGIC OPPORTUNITIES TOOK PLACE ON JULY
3, 1995. INSTITUTIONAL CLASS SHARES DO NOT BEAR A SALES LOAD OR 12B-1 FEE.
RETURNS PRIOR TO JULY 3, 1995, ARE THOSE OF CLASS A SHARES AND INCLUDE A
THEN CURRENTLY APPLICABLE CLASS A 12B-1 FEE OF 0.65%. RETURNS PRIOR TO
AUGUST 20, 1986, ARE THOSE OF INITIAL CLASS, THE ORIGINAL CLASS OF THE FUND
WHICH DOES NOT BEAR A 12B-1 FEE.    
If FMR had not reimbursed certain    class     expenses during these
periods, total returns would have been lower.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment 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.
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, a fund may from time to time use a security's coupon
rate instead of its yield to maturity in order to reflect the risk premium
on that security. This practice will have the effect of reducing a fund's
yield. 
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
THE COMPETITIVE FUNDS AVERAGE is each fund's applicable Lipper Funds
Average, which reflects the performance of mutual funds with similar
objectives. Each fund's applicable average assumes reinvestment of
distributions, and is published by Lipper Analytical Services, Inc.
S&P 500 is the Standard & Poor's Composite Index of 500 stocks    (S&P
500(registered trademark))    , a widely recognized, unmanaged index of
common stock prices. The S&P 500 figures assume reinvestment of all
dividends paid by stocks included in the index. They do not, however,
include any allowance for brokerage commissions or other fees you would pay
if you actually invested in those stocks.
SALOMON BROTHERS TREASURY   /    AGENCY INDEX is a market capitalization
weighted index which represents the Treasury and Agency components of the
Solomon Brothers Broad Investment-Grade Bond Index comprising U.S. Treasury
and    U.S.     Government Agency securities with fixed-rate coupons.
LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX (INTERMEDIATE) is comprised
of public obligations issued by the U.S. Treasury, U.S. Government agencies
and quasi federal corporations and publicly issued, investment grade
dollar-denominated corporate debt. The index includes issues with
maturities of up to ten years.
MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRAL   ASIA, AND     FAR
EAST    INDEX     (EAFE INDEX) is a unmanaged index of over 1,000 foreign
stock prices. The EAFE Index may be compiled in two ways: a capitalization
weighted (cap-weighted) version and a gross domestic product weighted
(GDP-weighted) version. 
Each class of each of the Equity Funds may quote its adjusted net asset
value including all distributions paid. This value may be averaged over
specified periods and may be used to calculate a class's moving average.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report, please contact your
investment professional, or call 1-800-843-3001.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
   THE FUNDS IN DETAIL    
 
 
CHARTER
   EACH FUND IS A MUTUAL FUND:     an investment that pools shareholders'
money and invests it toward a specified goal. Equity Growth, Mid        Cap
and Large Cap are diversified funds 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. Intermediate 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 and California Municipal Income and New
York Municipal Income are non-diversified funds of Fidelity Advisor Series
V, a Massachusetts business trust organized on April 24, 1986. Intermediate
Municipal Income is a diversified fund and Short-Intermediate Municipal
Income is a non-diversified fund of Fidelity Advisor Series VI, a
Massachusetts business trust organized 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.
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 transfer agent will mail proxy materials in advance, including a voting
card and information about the proposals to be voted on. For shareholders
of Overseas, Mid Cap, Equity Growth, Strategic Opportunities, Large Cap,
Emerging Markets Income, and Strategic Income, 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, Intermediate Bond, Short Fixed-Income, High Income Municipal,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income and New York Municipal Income, the number of
votes you are entitled to is based upon the dollar value of your
investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust, respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operation.
The funds are managed by FMR, which chooses each fund's investments and
handles its business affairs. FMR chooses        investments        with
the assistance of foreign affiliates    for all funds except     Government
Investment, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income,    California Municipal Income,
and     New York Municipal Income   .    
As of    December 31    , 1995, FMR advised funds having approximately
   23     million shareholder accounts with a total value of more than
$   354     billion.
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.
John H. Carlson is    manager of Advisor Emerging Markets Income, which he
has managed since joining Fidelity in June 1995. Mr. Carlson is also
    lead manager of Advisor Strategic Income, which he has managed since
August 1995, and is manager of the fund's emerging market   
    investments. Mr. Carlson also manages New Markets Income. Previously,
he was executive director of emerging markets at Lehman Brothers   
International, London    . From 1990 to 1992, Mr. Carlson was executive
vice president of capital markets for Daiwa Securities America.
Bettina E. Doulton is vice president and manager of Advisor
Equity   -    Income, which she has managed since August 1993. Ms. Doulton
is also manager of VIP Equity-Income, which she has managed since July 1993
and Value Fund, which she has managed since March 1995. Previously, she
managed Select Automotive Portfolio and    was an assistant to Peter Lynch
    on Magellan(registered trademark). Ms. Doulton also served as an
analyst following the automotive and tire manufacturing industry as well as
the gaming and lodging industry. Ms. Doulton joined Fidelity in 1986.
Margaret L. Eagle is vice president and manager of Advisor High Yield,
which she has managed since it began in January 1987, and has been manager
of Advisor Strategic Income's high yield investments since January 1996.
Previously, she managed Spartan High Income   ,     High Income (now
Capital & Income)    and several pension fund accounts    . 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(registered trademark). Mr. Frank joined Fidelity in 1979.
Kevin    E.     Grant is vice president and manager of Advisor Intermediate
Bond, which he has managed since October 1995, and has been manager of
Advisor Strategic Income's    U.S. government and     domestic investment
grade        investments since January 1996. Mr. Grant also manages Spartan
Ginnie Mae, Ginnie Mae, and Mortgage Securities. Previously, he was vice
president and chief strategist for mortgage-backed securities at Morgan
Stanley and an investment director at Aetna. Mr. Grant joined Fidelity in
1993.
Robert    J    . 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 R. Hickling is vice president and 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    C.     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,
Spartan Ginnie Mae and Mortgage Securities. Mr. Ives joined Fidelity in
1991,    and     receiv   ed     an M.B.A. from the University of Chicago.
Jonathan    M.     Kelly is manager of Advisor Strategic Income's foreign
bond investments in developed markets, which he has managed since January
1996. Previously, he managed Advisor Emerging Markets Income, and New
Markets Income. Mr. Kelly 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.
Norman    U.     Lind is vice president and manager of Advisor
Short-Intermediate Municipal Income, which he has managed since October
1995, and    is manager of     Advisor New York Municipal Income, which he
has managed since August 1995. Mr. Lind also manages New York Tax-Free
Insured, New York Tax-Free High Yield, Spartan New York Municipal High
Yield, Spartan Intermediate Municipal, Spartan Short-Intermediate
Municipal, and Spartan New York Intermediate Municipal. Previously, he
served as the leader of the municipal bond research group. Mr. Lind joined
Fidelity in 1986.
Malcolm W. MacNaught is vice president and manager of Advisor Global
Resources, which he has managed since December 1987. Mr. MacNaught also
manages Select Precious Metals and Minerals   . Previously, he managed
    Select American Gold. Mr. MacNaught joined Fidelity in 1968.
John    B.     McDowell is manager of Advisor Large Cap, which he has
managed since February 1996. Mr. McDowell also has been a senior vice
president for Fidelity Management Trust Company and lead portfolio manager
for Fidelity Earnings Growth discipline accounts since 1990. Mr. McDowell
joined Fidelity in 1985.
Charles    S.     Morrison is manager of Advisor Short Fixed-Income, which
he has managed since February 1995. Mr. Morrison also manages Spartan
Short-Term Income   ,     Short-Term Bond   , and Short-Term World
Income.     Mr. Morrison is vice president of Fidelity Management Trust
Company. Mr. Morrison joined Fidelity in 1987.
David    L.     Murphy is manager of Advisor Intermediate Municipal Income,
which he has managed since March 1995. Mr. Murphy also manages High Yield
Tax-Free, Spartan Municipal Income, and Limited Term Municipals.
Previously, he managed Advisor Short-Intermediate Municipal Income, Spartan
Short-Intermediate Municipal, Spartan Intermediate Municipal, Spartan New
Jersey Municipal High-Yield, and Spartan New York Intermediate Municipal.
Mr. Murphy joined Fidelity in 1989.
Tanya M. Roy is manager of Advisor High Income Municipal, which she has
managed since August 1995. Ms. Roy also manages Aggressive Tax-Free and
Spartan Aggressive Municipal. Previously, she managed Municipal Bond and
was a municipal bond analyst. Ms. Roy joined Fidelity in 1989.
Jonathan    D.     Short is manager of Advisor California Municipal Income,
which he has managed since February 1996. Mr. Short also manages Minnesota
   Municipal Income    , Spartan Arizona Municipal Income, California
   Municipal Income,     California    Insured Municipal Income    ,
Spartan California Municipal High Yield, and Spartan California
Intermediate Municipal. Previously, he was a municipal bond analyst. Mr.
Short joined Fidelity in 1990, after receiving his M.B.A. from the
Massachusetts Institute of Technology.
Robert E. Stansky is vice president and manager of Advisor Equity 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.
Jennifer    S    . Uhrig is manager of Advisor Mid Cap, which she has
managed since February 1996. Ms. Uhrig also manages Mid Cap Stock.
Previously, she managed Select Retail   ing    , Select Developing
Communication   s    , and Select Telecommunications. Ms. Uhrig joined
Fidelity in 1987.
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. and leader of the growth group. Mr. Vanderheiden joined Fidelity in
1971.
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. Fidelity
Investments Institutional Operations Company (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. Members of the Edward C. Johnson 3d family are the predominant owners
of a class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (the
1940 Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
Fidelity International Limited (FIL), is the parent company of FIIA, FIJ,
and FIIAL U.K. The Johnson family group also owns, directly or indirectly,
more than 25% of the voting common stock of FIL.
UMB Bank, n.a. (UMB) is    the     transfer agent for High Income
Municipal, Intermediate Municipal Income, Short-Intermediate Municipal
Income, California Municipal Income   ,     and New York Municipal Income,
although it employs FIIOC to perform these functions for the Institutional
Class of each fund. 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 Growth, Global Resources, Growth Opportunities, Strategic
Opportunities, Equity Income, Income & Growth, and High Yield to reduce
custodian or transfer agent fees for those funds. 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
   EACH FUND'S INVESTMENT APPROACH    
The value of each fund's domestic and foreign investments varies in
response to many factors. Stock values fluctuate in response to the
activities of individual companies and general market and economic
conditions. 
The value of bonds fluctuates based on changes in interest rates, market
conditions, other economic and political news, and on their quality and
maturity. 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.
The total return from a bond is a combination of income and price gains or
losses. While income is the most important component of bond returns over
time, a fund's emphasis on income does not mean that the fund invests only
in the highest-yielding bonds available, or that it can avoid risks to
principal. In selecting investments for each fund, FMR considers a bond's
income potential together with its potential for price gains or losses. FMR
focuses on assembling a portfolio of income-producing securities that it
believes will provide the best tradeoff between risk and return within the
range of securities that are eligible investments for a fund.
International funds have increased economic and political risks as they are
exposed to events and factors in the various world markets. This is
especially true for funds that invest in emerging markets. Also, because
many of the funds' investments are denominated in foreign currencies,
changes in the value of foreign currencies can significantly affect a
fund's share price. FMR may use a variety of investment techniques to
either increase or decrease a fund's investment exposure to any currency.
FMR may use various investment techniques to hedge a portion of the funds'
risks, but there is no guarantee that these strategies will work as FMR
intends.    It is important to note that neither the funds nor their yields
are guaranteed by the U.S. Government.     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 each of High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income may invest up to 100% 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. 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.
MID CAP FUND seeks long-term growth of capital.
The fund seeks long-term growth of capital by investing primarily in equity
securities of companies with medium market capitalizations. FMR normally
invests at least 65% of the fund's total assets in these securities. The
fund has the flexibility, however, to invest the balance in other market
capitalizations and security types.
Medium market capitalization companies are those whose market
capitalization falls within the capitalization range of the S&P MidCap 400
at the time of the fund's investment. The S&P MidCap 400 Index is an
unmanaged index of medium-capitalization stocks. Companies whose
capitalization falls outside this range after purchase continue to be
considered medium-capitalized for purposes of the 65% policy. As of
   December     31, 1995, the S&P MidCap 400 included companies with
capitalizations of between $   107     million and    $7.8     billion.
Investing in medium capitalization stocks may involve greater risk than
investing in large capitalization stocks, since they can be subject to more
abrupt or erratic movements. However, they tend to involve less risk than
stocks of small capitalization companies.
EQUITY GROWTH 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. The S&P 500 is a
registered trademark of Standard & Poor's   .     Growth may be measured by
factors such as earnings or gross sales. Companies with strong growth
potential often have new products, technologies, distribution channels, or
other opportunities. As a general rule, these companies may include
smaller, less well-known companies, and companies whose stocks have higher
than average price/earnings (P/E) ratios. The market prices of these stocks
may be particularly sensitive to economic, market, or company news. FMR may
also pursue growth in larger or revitalized companies or companies that
hold a strong position in the market. These growth characteristics may be
found in mature or declining industries. 
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, under normal conditions, 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 whose prices directly
reflect positive changes in the value of an underlying natural resource or
whose issuers will benefit from particular phases in the overall 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 t   hat     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.
The fund, under normal conditions, will invest at least 65% of its total
assets in securities of companies that FMR believes have long-term growth
potential. Although the fund invests primarily in common stock and
securities convertible into common stock, it has the ability to purchase
other securities, such as preferred stock and bonds, that may produce
capital growth. The fund may invest in foreign securities without
limitation.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a "special
situation."
The fund, under normal conditions, 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.
LARGE CAP FUND seeks long term growth of capital.
The fund seeks long-term growth of capital by investing primarily in equity
securities of companies with large market capitalizations. FMR normally
invests at least 65% of the fund's total assets in these securities. The
fund has the flexibility, however, to invest the balance in other market
capitalizations and security types.
FMR defines large market capitalization companies as those with market
capitalizations of $1 billion or more at the time of the fund's investment.
Companies whose capitalization falls below this level after purchase
continue to be considered large-capitalized for purposes of the 65% policy.
Companies with large market capitalizations typically have a large number
of publicly held shares and a high trading volume, resulting in a high
degree of liquidity. These tend to be quality companies with strong
management organizations. However, large capitalization companies may have
less growth potential than smaller companies and may be able to react less
quickly to changes in the marketplace.
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.
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 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.
The fund, under normal conditions, 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. The fund may invest in
securities of any maturity. 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    high yielding,     income producing debt securities and
preferred stocks, including convertible and zero coupon securities. The
fund may also invest in securities issued or guaranteed by the U.S.
Government, any state or any of their respective subdivisions, agencies or
instrumentalities, and securities of foreign issuers, including securities
of foreign governments. The fund may invest up to 35% of its total assets
in equity securities, including common stocks, warrants and rights.
STRATEGIC INCOME FUND seeks a high level of current income by investing
primarily in debt securities. The fund may also seek capital appreciation.
The fund invests primarily in fixed-income securities, allocated among four
general investment categories: high yield securities,    U.S. government
and     investment grade securities, emerging market securities, and
   foreign developed market     securities. The fund's neutral mix, or the
benchmark for its combination of investments in each category over time, is
approximately 40% high yield, 30%    U.S. government and
    investment-grade, 15% emerging market   s     and 15%    foreign
developed markets    .
FMR regularly reviews the fund's allocation and makes changes gradually
over time to favor investments that it believes provide the most favorable
outlook for achieving the fund's objective. In normal market environments,
FMR expects the fund's asset allocation to approximate the neutral mix
within a range of plus or minus 10% of assets per category. There are no
absolute limits on the percent of assets invested in each category,
however, and FMR reserves the right to change the neutral mix from time to
time.
The HIGH YIELD category includes high-yielding, lower-quality debt
securities consisting mainly of U.S. securities of a quality grade lower
than BBB. The    U.S. GOVERNMENT AND     INVESTMENT-GRADE category includes
mortgage securities, U.S. government securities, government agency
securities and other U.S. dollar-denominated securities of investment-grade
quality. The EMERGING MARKET category includes corporate and governmental
debt securities of issuers located in emerging markets. The    FOREIGN
DEVELOPED MARKET     category includes corporate and governmental debt
securities of issuers located in developed foreign markets. These
investment categories are only general guidelines, and FMR may use its
judgment as to which category an investment falls within. The fund may also
make investments that do not fall within these categories.
By allocating its investments across different types of fixed-income
securities, the fund attempts to moderate the significant risks of each
investment category through diversification. Diversification, when
successful, can mean higher returns with decreased volatility. However,
each of the fund's four investment categories may experience periods of
volatile returns, and it is possible for all investment categories to
decline at the same time.
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.
The fund, under normal circumstances, will invest at least 65% of its total
assets 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, 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.
Although the fund can invest in securities of any maturity, FMR seeks to
manage the fund so that it generally reacts to changes in interest rates
similarly to government bonds with maturities between five and twelve
years. As of the fiscal year ended October 31, 1995, the fund's
dollar-weighted average maturity was    9.1     years.
INTERMEDIATE BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed-income obligations.
The fund invests primarily in fixed-income obligations of all types. The
fund may invest in domestic and foreign investment grade securities. When
consistent with its primary objective, the fund may also seek capital
appreciation. 
Although the fund can invest in securities of any maturity, the fund
maintains a dollar-weighted average maturity of between three and ten years
under normal conditions. In determining a security's maturity for purposes
of calculating the fund's average maturity, an estimate of the average time
for its principal to be paid may be used. This can be substantially shorter
than its stated final maturity. As of the fiscal year ended November 30,
1995, the fund's dollar-weighted average maturity was    5.0     years.
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. 
The fund, under normal conditions, will invest at least 65% of its total
assets in fixed-income securities of all types which may include
convertible and zero coupon securities. The fund may invest a portion of
its assets in securities issued by foreign companies and foreign
governments.
Although the fund can invest in securities of any maturity, the fund
maintains a dollar-weighted average maturity of three years or less under
normal conditions. In determining a security's maturity for purposes of
calculating the fund's average maturity, an estimate of the average time
for its principal to be paid may be used. This can be substantially shorter
than its stated final maturity. As of the fiscal year ended October 31,
1995, the fund's dollar-weighted average maturity was    2.1     years.
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        at least 80% of its net assets        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 invest more than 25% of its total assets in    tax-free    
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 may   , under normal conditions,     invest up to 100%
of its assets in municipal    securities     subject to the federal
alternative minimum tax.
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. Although the fund can invest in securities of
any maturity, FMR seeks to manage the fund so that it generally reacts to
changes in interest rates similarly to municipal bonds of comparable
quality with maturities between 1   2     and 20 years. As of the fiscal
year ended October 31, 1995, the fund's dollar-weighted average maturity
was    18.4     years.
INTERMEDIATE MUNICIPAL INCOME FUND seeks the highest level of income exempt
from federal taxes that can be obtained consistent with the preservation of
capital.
The fund normally        invest   s     at least 80% of its net assets in
securities whose interest is free from federal income tax. The fund invests
in municipal obligations rated investment grade or higher. The fund may
also invest more than 25% of its total assets in    tax-free     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 may, under normal conditions, invest up to 100% of its assets in
municipal securities subject to the federal alternative minimum tax.
Although the fund can invest in securities of any maturity, the fund
maintains a dollar-weighted average maturity of between three and ten years
under normal conditions. FMR seeks to manage the fund so that it generally
reacts to changes in interest rates similarly to municipal bonds with
maturities between seven and ten years. As of the fiscal year ended
November 30, 1995, the fund's dollar-weighted average maturity was
   8.6     years.
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND seeks as high a level of current
income, exempt from federal income tax, as is consistent with preservation
of capital.
The fund invests primarily in municipal securities. The fund normally   
    invest   s     at least 80% of its net assets in securities whose
interest is free from federal income tax. The fund may, under normal
conditions, invest up to 100% of its assets in municipal securities subject
to 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   
tax-free     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.
Although the fund can invest in securities of any maturity, the fund
maintains a dollar-weighted average maturity of between two and five years
under normal conditions. As of the fiscal year ended November 30, 1995, the
fund's dollar-weighted average maturity was    3.4     years.
CALIFORNIA MUNICIPAL INCOME FUND seeks a high level of current income free
from federal income tax and California state    personal     income tax by
investing primarily in municipal securities.
The fund normally invests at least 80% of its net assets in securities
whose interest is free from federal and California income taxes. The fund
invests in municipal securities of investment grade quality. The fund may,
under normal conditions, invest up to 100% of its assets in municipal
securities subject to the federal alternative minimum tax.
Although the fund can invest in securities of any maturity, FMR seeks to
manage the fund so that it generally reacts to changes in interest rates
similarly to municipal bonds with maturities between eight and eighteen
years.
The performance of California Municipal Income is affected by the economic
and political conditions within the state of California.    California
suffered a severe economic recession between 1990-1993, which resulted in
broad-based revenue shortfalls for the State and many local governments.
California's fiscal condition has improved as its economy has been in a
sustained recovery since 1994. During the recession, the State
substantially reduced local assistance, and further reductions could
adversely affect the financial condition of cities, counties and other
government agencies facing constraints in their own revenue collections.
    California's long-term credit rating has been reduced in the past
several years. California voters in the past have passed amendments to the
California Constitution and other measures that limit the taxing and
spending authority of California governmental entities, and future voter
initiatives could result in adverse consequences affecting California
municipal bonds.
NEW YORK MUNICIPAL INCOME FUND seeks a high level of current income free
from federal income tax and New York State and City personal income taxes
by investing primarily in municipal securities.
The fund normally invests at least 80% of its net assets in securities
whose interest is free from federal and New York State and City personal
income taxes. The fund invests in municipal securities of investment grade
quality. The fund may, under normal conditions, invest up to 100% of its
assets in municipal securities subject to the federal alternative minimum
tax.
Although the fund can invest in securities of any maturity, FMR seeks to
manage the fund so that it generally reacts to changes in interest rates
similarly to municipal bonds with maturities between eight and eighteen
years. As of the fiscal year ended October 31, 1995, the fund's
dollar-weighted average maturity was    16.5     years.
The performance of New York Municipal Income is affected by the economic
and political conditions within the state of New York. Both New York City
and State have recently experienced significant financial difficulty, and
both the City's and the State's credit ratings are among the lowest in the
country.
TEMPORARY DEFENSIVE POLICIES. FMR normally invests each fund's assets
according to its investment strategy.
Each of Overseas, Mid Cap, Equity Growth, Global Resources, Growth
Opportunities, Strategic Opportunities, Large Cap, Equity Income, Income &
Growth, and High Yield reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
Each of Emerging Markets Income, Strategic Income, Government Investment,
Intermediate Bond, and Short        Fixed   -    Income reserves the right
to invest without limitation in investment-grade money market or short-term
debt instruments for temporary, defensive purposes.
High Income Municipal, Intermediate Municipal Income, and
Short-Intermediate Municipal Income do not expect to invest in federally
taxable obligations. California Municipal Income and New York Municipal
Income do not expect to invest in federally or state taxable obligations.
Each of High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income and New
York Municipal Income   ,     reserves the right to invest without
limitation in short-term instruments, to hold a substantial amount of
uninvested cash, or to invest more than normally permitted in 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, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the fund's SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Current holdings and recent investment strategies are described in each
fund's financial reports, which are sent to shareholders twice a year. For
a free SAI or financial report, call your investment professional.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of its total assets, each of Overseas,
Mid Cap, Global Resources, Growth Opportunities, Large Cap, Equity Income,
Income & Growth, High Yield, Government Investment, Intermediate Bond,
Short Fixed-Income, High Income Municipal and Intermediate Municipal Income
may not purchase more than 10% of the outstanding voting securities of a
single issuer.
With respect to 100% of its    total     assets, each of Equity Growth and
Strategic Opportunities 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. In
general, bond prices rise when interest rates fall, and vice versa. 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"), and
tax-exempt lower-quality debt securities (sometimes called "municipal junk
bonds")    are considered to     have speculative characteristics and
involve greater risk of default or price changes due to changes in the
issuer's creditworthiness, or they may already be in default. The market
prices of these securities may fluctuate more than higher-quality
securities and may decline significantly in periods of general or regional
economic difficulty.
The table on the following page provides a summary of ratings assigned to
debt holdings (not including money market instruments) in the funds'
portfolios. These figures are dollar-weighted averages of month-end
portfolio holdings during the fiscal year ended 1995, and are presented as
a percentage of total security investments. These percentages are
historical and do not necessarily indicate a fund's current or future debt
holdings.   
FISCAL YEAR ENDED 1995 DEBT HOLDINGS, BY RATING
 (AS A % OF INVESTMENTS IN EACH RATING CATEGORY)  (AS A % OF INVESTMENTS 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 .20   -- .03 -- -- -- -- .21
 
Equity Growth --   -- .01 -- -- -- -- --
 
Global Resources --   -- -- -- -- -- -- --
 
Growth Opportunities 10.06   -- -- -- -- -- -- .02
 
Strategic Opportunities 21.71   -- .14 .08 -- -- .07 .25
 
Equity Income 3.48   .05 .48 .68 -- -- -- .36
 
Income & Growth 27.45   2.37 1.18 2.01 .28 -- -- 6.07
TAXABLE INCOME FUNDS:
 
Emerging Markets Income .47   1.22 17.36 10.16 -- -- -- 48.37
 
High Yield --   .10 8.30 42.90 8.20 -- 3.17 16.45
 
Strategic Income 37.14   .91 9.65 22.37 1.74 -- .48 12.76
 
Government Investment 95.23   -- -- -- -- -- -- .57
 
Intermediate Bond 75.68   .34 -- -- -- -- -- .73
 
Short Fixed-Income 58.35   15.64 6.44 .16 -- -- -- 6.64
MUNICIPAL FUNDS:
 
High Income Municipal 22.70   21.95 8.74 1.47 .11 -- .07 40.22
 
Intermediate Municipal Income 76.01   1.21 -- -- -- -- -- 12.08
 
Short Intermediate Municipal Income 61.70   1.20 8.10 -- -- -- -- 22.02
 
New York Municipal Income 58.20   23.40 -- -- -- -- -- --
MOODY'S INVESTORS SERVICE, INC.  Aaa, Aa, A  Baa Ba B Caa Ca C NR
EQUITY FUNDS:
 
Overseas .20   -- -- .24 -- -- -- --
 
Equity Growth --   -- .01 -- -- -- -- --
 
Global Resources --   -- -- -- -- -- -- --
 
Growth Opportunities 10.07   -- -- -- -- -- -- .02
 
Strategic Opportunities 21.71   -- .22 -- .07 -- -- .25
 
Equity Income 3.49   .12 .09 1.05 -- -- -- .31
 
Income & Growth 29.21   2.14 1.51 2.74 .17 .05 -- 3.54
TAXABLE INCOME FUNDS:
 
Emerging Markets Income .39   1.23 9.20 28.93 -- -- -- 37.82
 
High Yield --   -- 3.45 48.11 10.66 1.61 .11 15.16
 
Strategic Income 38.07   .77 5.47 29.10 1.43 -- -- 10.21
 
Government Investment 95.81   -- -- -- -- -- -- --
 
Intermediate Bond 76.04   .26 -- -- -- -- -- .45
 
Short Fixed-Income 58.09   14.70 6.82 .38 -- -- -- 7.25
MUNICIPAL FUNDS:
 
High Income Municipal 20.13   25.39 11.11 .52 .51 -- -- 37.60
 
Intermediate Municipal Income 85.93   1.38 -- -- -- -- -- 1.99
 
Short Intermediate Municipal Income 80.73   8.23 .73 -- -- -- -- 3.32
 
New York Municipal Income 57.70   26.50 -- -- -- -- -- --
  (AS A % OF INVESTMENTS)
SECURITIES NOT       Emerging     High Short-Inter
mediate
 
RATED BY  Growth Strategic Equity Income Markets High Strategic
Intermediate Short Income Municipal
 
MOODY'S OR S&P (dagger)  Opportunities Opportunities Income & Growth Income
Yield Income Bond Fixed-Income Municip
al Income
Investment Grade (double dagger)  -- -- -- .05 .65 -- .03 .04 2.16 2.85 .19 
 
 
Lower Quality(double dagger)  .02 .25 .31 2.35 34.10 12.37 7.09 -- 1.17
26.49 --  
 
Total  .02 .25 .31 2.40 34.75 12.37 7.12 .04 3.33 29.34 .19  
* FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT.
(dagger) THE DOLLAR-WEIGHTED AVERAGE PERCENTAGES REFLECTED IN THIS TABLE
MAY INCLUDE SECURITIES RATED BY OTHER NATIONALLY 
RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES.
(double dagger) AS DETERMINED BY FMR
    
RESTRICTIONS: For all funds, except Short-Intermediate Municipal Income,
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.
California Municipal Income and New York Municipal Income currently intend
to limit their investments in debt securities to those of Baa-quality and
above.
Intermediate 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 less than 35% of its assets and currently
intends to limit its investments in debt securities to B-quality and above.
Global Resources currently intends to limit its investments in lower than
Baa-quality debt securities to less than 35% of its assets and currently
intends to limit its investments in debt securities to Caa-quality and
above.
Each of Overseas, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Equity Income and Income & Growth currently
intends to limit its investments in lower than Baa-quality debt securities
to less than 35% of its assets.
Government Investment currently intends to limit its investments in debt
securities to A-quality and above.
Intermediate Municipal Income 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 25% of its assets.
Purchase of a debt security is consistent with Short-Intermediate Municipal
Income'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 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.
MONEY MARKET INSTRUMENTS 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.
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.
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. The value of some or all municipal securities may be
affected by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders. A fund may own a municipal security directly
or through a participation interest.
CREDIT SUPPORT. Issuers may employ various forms of credit enhancement,
including letters of credit, guarantees, or insurance from a bank,
insurance company, or other entity. These arrangements expose the fund to
the credit risk of the entity. In the case of foreign entities, extensive
public information about the entity may not be available and the entity may
be subject to unfavorable political, economic, or governmental developments
which might affect its ability to honor its commitment.
STATE    MUNICIPAL     SECURITIES include municipal obligations issued by
the state of California    or     New York or    its     counties,
municipalities, authorities, or other subdivisions. The ability of issuers
to repay their debt can be affected by many factors that impact the
economic vitality of either the state or a region within the state.
Other state    municipal     securities 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.
The economy of Puerto Rico is closely linked to the U.S. economy, and will
depend on the strength of the U.S. dollar, interest rates, the price
stability of oil imports, and the continued existence of favorable tax
incentives.        
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign securities may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile.
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 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 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.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. Inverse floaters have interest rates that move in the
opposite direction from a benchmark, making the security's market value
more volatile.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. Their risks are similar to those of other debt securities,
although they may be more volatile and the value of certain types of
stripped securities may move in the same direction as interest rates.
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.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
PUT FEATURES entitle the holder to put (sell back) an instrument to the
issuer or 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.
   PRIVATE ENTITIES     may be involved in some municipal securities. For
example, industrial revenue bonds are backed by private entities, and
resource recovery bonds often involve private corporations. The viability
of a project or tax incentives could affect the value and credit quality of
these securities.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a fund and may involve a small investment of
cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that the fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
RESTRICTIONS: Each fund (except Overseas, Emerging Markets Income, High
Yield, and Strategic Income) may not purchase a security if, as a result,
more than 10% of its assets would be invested in illiquid securities. 
Each of Overseas, Emerging Markets Income, High Yield, and Strategic Income
may not purchase a security if, as a result, more than 15% of its assets
would be invested in illiquid securities.
WHEN-ISSUED AND 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   .    
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 100% of its total assets, each of Equity
Growth and Strategic Opportunities may not purchase a security if, as a
result, more than 5% would be invested in the securities of any one issuer.
With respect to 75% of its total assets, each of Overseas, Mid Cap, Global
Resources, Growth Opportunities, Large Cap, Equity Income, Income & Growth,
High Yield, Government Investment, Intermediate Bond, Short Fixed-Income,
High Income Municipal and Intermediate Municipal Income may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any one issuer.
Emerging Markets Income, Strategic Income, Short-Intermediate Municipal
Income, California Municipal Income and New York Municipal Income are
considered non-diversified. Generally, to meet federal tax requirements at
the close of each quarter, each fund does not invest more than 25% of its
total assets in any one issuer and, with respect to 50% of total assets,
does not invest more than 5% of its total assets in any one issuer.
   A fund may not invest more than 25% of its total assets in any one
industry.    
These limitations do not apply to U.S. Government securities.
   Each of High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income and New
York Municipal Income may invest more than 25% of its total assets in
tax-free securities that finance similar types of projects.    
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
LENDING securities to broker-dealers and institutions, including Fidelity
Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a means of earning
income. This practice could result in a loss or a delay in recovering a
fund's securities. A fund may also lend money to other funds advised by
FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a fund's
total assets; however High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income and New
York Municipal Income do not currently intend to make loans.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
OVERSEAS FUND seeks growth of capital primarily through investments in
foreign securities. 
MID CAP FUND seeks long-term growth of capital.
EQUITY GROWTH FUND seeks to achieve capital appreciation by investing
primarily in common and preferred stock and securities convertible into the
common stock of companies with above-average growth characteristics.
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.
GROWTH OPPORTUNITIES FUND seeks to provide capital growth by investing
primarily in common stocks and securities convertible into common stocks.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a "special
situation." Under normal conditions, the fund will invest at least 65% of
its total assets in companies involving a special situation. FMR intends to
invest primarily in common stocks and securities that are convertible into
common stocks; however, it also may invest in debt securities of all types
and quality if FMR believes that investing in these securities will result
in capital appreciation. The fund may invest up to 30% of its assets in
foreign investments.
LARGE CAP FUND seeks long-term growth of capital.
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.
INTERMEDIATE BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed-income obligations.
SHORT FIXED-INCOME FUND seeks to obtain a high level of current income,
consistent with the preservation of capital, by investing primarily in a
broad range of investment-grade fixed-income securities. Where appropriate
the fund will take advantage of opportunities to realize capital
appreciation.
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 at least 80% of its net
assets in municipal obligations whose interest is free from federal income
tax.
INTERMEDIATE MUNICIPAL INCOME FUND seeks the highest level of income exempt
from federal income taxes that can be obtained consistent with the
preservation of capital. The fund normally invests at least 80% of its net
assets in securities whose interest is free from federal income tax.
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND seeks as high a level of current
income, exempt from federal income tax, as is consistent with preservation
of capital. The fund normally invests at least 80% of its net assets in
municipal obligations whose interest is free from federal income tax.
CALIFORNIA MUNICIPAL INCOME FUND seeks a high level of current income free
from federal income tax and California state    personal     income tax by
investing primarily in municipal securities. The fund normally invests at
least 80% of its net assets in securities whose interest is free from
federal and California income taxes.
NEW YORK MUNICIPAL INCOME FUND seeks a high level of current income free
from federal income tax and New York State and City personal income taxes
by investing primarily in municipal securities. The fund normally invests
at least 80% of its net assets in securities whose interest is free from
federal and New York State and City personal income taxes.
With respect to 75% of its total assets, each of Overseas, Mid Cap, Global
Resources, Growth Opportunities, Large Cap, Equity Income, Income & Growth,
High Yield, Government Investment, Intermediate Bond, Short   
    Fixed   -    Income, High Income Municipal and Intermediate Municipal
Income 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
total assets, each of Equity 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.
With respect to 75% of its total assets, each of Overseas, Mid Cap, Global
Resources, Growth Opportunities, Large Cap, Equity Income, Income & Growth,
High Yield, Government Investment, Intermediate Bond, Short Fixed-Income,
High Income Municipal, and Intermediate Municipal Income may not purchase
more than 10% of the outstanding voting securities of a single issuer. With
respect to 100% of its total assets, each of Equity Growth and Strategic
Opportunities may not purchase more than 10% of the outstanding voting
securities of a single issuer.
   Each fund may not invest more than 25% of its total assets in any one
industry.    
Each fund may borrow only for temporary or emergency purposes, but not in
an amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of each fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in that
class's share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services for certain of the funds. Each fund also
pays OTHER EXPENSES, which are explained on page .
FMR may, from time to time, agree to reimburse a fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Equity Income
pays FMR a monthly management fee at an annual rate of 0.50% of its average
net assets. The fee for    Mid Cap,     Equity Growth, Global Resources,
   Large Cap,     Income & Growth, Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income 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    capitalization weighted     Morgan Stanley Capital
International Europe, Australasia, and Far East Index for Overseas, or the
S&P 500 for each of Growth Opportunities,    and     Strategic
Opportunities.
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. For Overseas, Mid Cap, Equity Growth, Global
Resources, Growth Opportunities, Strategic Opportunities, Large Cap and
Income & Growth this rate cannot rise above 0.52%, and it drops as total
assets under management increase. For Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income, 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 the
performance of each of Overseas, Growth Opportunities, and Strategic
Opportunities 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 Overseas, Growth Opportunities, and Strategic Opportunities and
the least of the results obtained will be used in calculating the
performance adjustment.    
The following table states the management fee for each fund for its most
recent fiscal year end.
 
<TABLE>
<CAPTION>
<S>                                   <C>             <C>          <C>             
                                      Group           Individual   Total           
                                      Fee Rate        Fund Fee     Manageme        
                                                      Rate         nt Fee          
 
Overseas [A]                              0.31%        0.45%           0.81%       
                                                                      [D]          
 
Mid Cap [B]                               0.31%        0.30%           0.61%       
 
Equity Growth                             0.31%        0.30%           0.61%       
                                                         [C]          [C]          
 
Global Resources                          0.31%        0.45%           0.76%       
                                                                      [D]          
 
Growth Opportunities [A]                  0.31%        0.30%           0.69%       
 
Strategic Opportunities [A]               0.31%        0.30%           0.62%       
 
Large Cap [B]                             0.31%        0.30%           0.61%       
 
Equity Income                           n/a             n/a         0.50%          
 
Income & Growth                           0.31%        0.20%           0.51%       
 
Emerging Markets Income                   0.15%        0.55%           0.70%       
 
High Yield                                0.15%        0.45%           0.60%       
 
Strategic Income                          0.15%        0.45%           0.60%       
 
Government Investment                     0.15%        0.30%           0.45%       
 
Intermediate Bond                         0.15%        0.30%           0.45%       
 
Short Fixed-Income                        0.15%        0.30%           0.45%       
 
High Income Municipal                     0.15%        0.25%           0.40%       
 
Intermediate Municipal Income             0.15%        0.25%           0.40%       
 
Short-Intermediate Municipal Income       0.15%        0.25%           0.40%       
 
California Municipal Income [B]           0.15%        0.25%           0.40%       
 
New York Municipal Income [B]             0.15%        0.25%           0.40%       
 
</TABLE>
 
[A] THE BASIC FEE RATE FOR THE FISCAL YEAR ENDED 1995 WAS    .76    % FOR
OVERSEAS,    .61    % FOR GROWTH OPPORTUNITIES, AND    .61    % FOR
STRATEGIC OPPORTUNITIES.
[B]    ESTIMATED
[C] EFFECTIVE AUGUST 1, 1994, FMR VOLUNTARILY AGREED TO REDUCE THE FUND'S
INDIVIDUAL FUND FEE RATE FROM 0.33% TO 0.30%. IF THIS REDUCTION WAS NOT IN
EFFECT, THE TOTAL FEE WOULD HAVE BEEN 0.64%.
[D] 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.    
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 the fiscal year ended 1995, FMR, on behalf of each fund with a
sub-advisory agreement paid FMR U.K., FMR Far East, FIJ and FIIA fees
   equal     to    less than 0.01    %, of each fund's average net assets.
OTHER EXPENSES
While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for the Institutional Class of Overseas,    Mid
Cap,     Equity Growth, Global Resources, Growth Opportunities, Strategic
Opportunities,    Large Cap,     Equity Income, Income & Growth, Emerging
Markets Income, High Yield, Strategic Income, Government Investment,
Intermediate Bond, and Short Fixed-Income (the Taxable Funds). Fidelity
Service Co. (FSC) calculates the NAV and dividends for the Institutional
Class of the Taxable Funds, maintains the general accounting records and
administers the securities lending program of the Taxable Funds.
   For     the fiscal year ended 1995,    transfer agent and pricing and
bookkeeping fees paid     (as a percentage of average net assets) amounted
to the following   . The amounts disclosed are before reimbursements, if
any.    
                                                 Each Fund       
                                  Institutiona   to FSC          
                           l Class to                            
                           FIIOC                                 
 
Overseas                       0.19%                 0.05%       
                                  [   A    ]                     
 
Equity Growth                  0.15%                 0.03%       
 
Global Resources               0.19%                 0.06%       
                                  [   A    ]                     
 
Growth Opportunities           0.19%                 0.01%       
                                  [   A    ]                     
 
Strategic Opportunities        0.19%                 0.06%       
                                  [   A    ]                     
 
Equity Income                  0.15%                 0.05%       
 
Income & Growth                0.19%                 0.02%       
                                  [   A    ]                     
 
Emerging Markets Income        0.19%                 0.11%       
                                  [   A    ]                     
 
High Yield                     0.19%                 0.03%       
                                  [   A    ]                     
 
Strategic Income               0.19%                 0.10%       
                                  [   A    ]                     
 
Government Investment          0.19%                 0.04%       
                                  [   A    ]                     
 
Intermediate Bond              0.15%                 0.04%       
 
Short Fixed-Income             0.19%                 0.04%       
                                  [   A    ]                     
 
[A]    PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.    
UMB has entered into    a     sub-arrangement    with     FIIOC   .
FIIOC     performs transfer agency, dividend disbursing and shareholder
services for    the     Institutional Class of High Income Municipal,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income, and New York Municipal Income (the
   Municipal     Funds). UMB has    also     entered into    a    
sub-arrangement    with FSC.     FSC calculates the NAV and dividends for
the Institutional Class of the    Municipal     Funds, and maintains the
general accounting records for each of the    Municipal     Funds. All of
the fees are paid to FIIOC and FSC by UMB, which is reimbursed by the
Institutional Class or the fund, as appropriate, for such payments. 
   For     the fiscal year ended 1995,    transfer agent and pricing and
bookkeeping     fees paid        (as a percentage of average net assets)
amounted to the following:
                                       UMB to                UMB to          
                                       FIIOC on              FSC on          
                                       behalf of             behalf of       
                                              Institutiona   each fund       
                                       l Class                               
 
High Income Municipal                      0.19%                 0.04%       
                                              [   A    ]                     
 
Intermediate Municipal Income              0.15%                 0.07%       
 
Short-Intermediate Municipal Income        0.19%                 0.24%       
                                              [   A    ]                     
 
New York Municipal Income    [A]           0.19%                 0.05%       
 
[A]    PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
The Institutional Class of e    ach fund has adopted a DISTRIBUTION AND
SERVICE PLAN.        Each    p    lan recognizes that FMR may use its
resources, including management fees, to pay expenses associated with the
sale of Institutional Class shares. This may include    reimbursing FDC for
    payments to third parties, such as banks or broker-dealers, that
provide shareholder support services or engage in the sale of the funds'
Institutional Class shares. The Board of Trustees of each fund has
authorized such payments. 
   Each     fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity. A
broker-dealer may use a portion of the commissions paid by certain funds to
reduce the fund's custodian or transfer agent fees.
The portfolio turnover rate for Mid Cap        is not expected to exceed
   200    % for    its     first fiscal period ending November 30, 1996.   
The portfolio turnover rate for Large Cap is not expected to 100% for its
first fiscal period ending November 30, 1996.     The portfolio turnover
rate for California Municipal Income is not expected to exceed    100    %
for its first fiscal period ending October 31, 1996.
The portfolio turnover rate for the fiscal year ended 1995 was    47    %
for Overseas,    97    % for Equity Growth,    161    % for Global
Resources,    39    % for Growth Opportunities,    142    % for Strategic
Opportunities,    80    % for Equity Income,    297    % for Income &
Growth,    305    % for Emerging Markets Income,    112    % for High
Yield,    193    % for Strategic Income,    261    % for Government
Investment,    189    % for Intermediate Bond,    179    % for Short
Fixed-Income,    37    % High Income Municipal,    53    % for Intermediate
Municipal Income,    80    % for Short-Intermediate Municipal Income, and
   0    % for New York Municipal Income.    The portfolio turnover rate for
New York Municipal Income is not expected to exceed 100% for the fiscal
year ending October 31, 1996.     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
   Your investment professional (including broker-dealers) may charge you a
transaction fee with respect to the purchase and sale of fund shares.
R    ead your investment professional's program materials        for   
any     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   .    
The different ways to set up (register) your account with Fidelity are
listed    on the right.    
The account guidelines that follow may not apply to certain funds or to
certain retirement accounts. For instance,    municipal     funds are not
available for purchase in retirement accounts. If 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 FOLLOWING OPTIONS ARE AVAILABLE ONLY FOR 
TAXABLE FUNDS)
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age under 701/2 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
INSTITUTIONAL CLASS'S SHARE PRICE, called NAV, is calculated every business
day. Institutional Class shares are sold without a sales charge.
Shares are purchased at the next NAV calculated after your order is
received and accepted by the transfer agent. NAV is normally calculated at
4:00 p.m. Eastern time.
It is the responsibility of your investment professional to transmit your
order to buy shares to the appropriate transfer agent before 4:00 p.m.
Eastern time.
The transfer agent must receive payment within three business days after an
order for shares is placed; otherwise your purchase order may be canceled
and you could be held liable for resulting fees and/or losses.
Share certificates are not available for Institutional Class shares.
IF YOU ARE NEW TO THE FIDELITY ADVISOR FUNDS, complete and sign an account
application and mail it along with your check. You may also open your
account by wire as described 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.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY ADVISOR FUND, you can:
(small solid bullet) Mail an account application with a check,
(small solid bullet) Place an order and wire money into your account,
(small solid bullet) Open your account by exchanging from the same class of
another Fidelity Advisor fund or from another Fidelity fund, or
(small solid bullet) Contact your investment professional.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $ 2,500
For Fidelity Advisor 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
   For further information on opening an account, please consult your
investment professional or refer to the account application.
PLEASE NOTE: CALIFORNIA MUNICIPAL INCOME AND NEW YORK MUNICIPAL INCOME MAY
NOT BE AVAILABLE FOR SALE IN YOUR STATE. PLEASE CHECK WITH YOUR INVESTMENT
PROFESSIONAL.    
    TO OPEN AN ACCOUNT   TO ADD TO AN ACCOUNT   
 
 
 
 
<TABLE>
<CAPTION>
<S>             <C>                                                <C>                                                              
PHONE           (small solid bullet) Exchange from the same class 
                of another                                        (small solid bullet) Exchange from the same class of another     
1-800-843-3001 
OR YOUR         Fidelity Advisor fund or from another              Fidelity Advisor fund or from another                            
INVESTMENT 
PROFESSIONAL    Fidelity fund account with the same                Fidelity fund account with the same                              
                registration, including name, address, and         registration, including name, address, and                       
                taxpayer ID number.                                taxpayer ID number.                                              
 
Mail 
(mail_graphic)  (small solid bullet) Complete and sign the 
                account application.                               (small solid bullet) Make your check payable to the complete     
                Make your check payable to the complete            name of the fund of your choice and note                         
                name of the fund of your choice and note           the applicable class. Indicate your fund                        
                the applicable class. Mail to the address          account number on your check and mail to                         
                indicated on the application.                      the address printed on your account                              
                                                                   statement.                                                       
                                                                   (small solid bullet) Exchange by mail: call 1-800-843-3001 or    
                                                                   your investment professional for instructions.                   
 
In Person 
(hand_graphic)  (small solid bullet) Bring your account 
                application and check to                          (small solid bullet) Bring your check to your investment         
                your investment professional.                     professional.                                                    
 
Wire 
(wire_graphic)  (small solid bullet) Call 1-800-843-3001 to set 
                up your account                                   (small solid bullet) Not available for retirement accounts.      
                and to arrange a wire transaction. Not            (small solid bullet) Wire to:                                    
                available for retirement accounts.                Banker's Trust Co.                                              
                (small solid bullet) Wire to:                     Routing # 021001033                                             
                Banker's Trust Co.                                Fidelity        DART    Depository                              
                Routing # 021001033                                    Account # 00159759                                           
                Fidelity        DART    Depository                FBO: (account name)                                             
                   Account #00159759                              (account number)                                                
                FBO: (account name)                                                                                             
                (account number)                                  Specify the complete name of the fund of                         
                                                                   your choice, note the applicable class and                       
                Specify the complete name of the fund of          include your account number and your                             
                your choice, note the applicable class and         name.                                                            
                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 by the
transfer agent, NAV is normally calculated at 4:00 p.m. Eastern time.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY ADVISOR RETIREMENT ACCOUNT, your request must
be made in writing, except for exchanges to shares of the same class of
another Fidelity Advisor fund or shares of other Fidelity funds, which can
be requested by phone or in writing.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR ACCOUNT SHARES, leave at least
$1,000 worth of shares in the account to keep it open (account minimums do
not apply to retirement accounts).
TO SELL SHARES BY BANK WIRE, you will need to sign up for this service in
advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and 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 account with a different registration,     
(small solid bullet) You wish to set-up the bank wire feature, or
(small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) The applicable class name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
signed certificates (if 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:
Fidelity Investments Institutional Operations Company
P.O. Box 1182
Boston, MA 02103-1182
Unless otherwise instructed, the transfer agent will send a check to the
record address.
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
<TABLE>
<CAPTION>
<S>                       <C>                                   <C>                                                     
PHONE                     All account types except retirement   (small solid bullet) Maximum check request: $100,000.   
1-800-843-3001 OR YOUR                                                                                                  
INVESTMENT PROFESSIONAL                                                                                                 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>                                 <C>                                                                          
(phone_graphic)    All account types                   (small solid bullet) You may exchange to the same class of other             
                                                       Fidelity Advisor funds or to other Fidelity funds if                         
                                                       both accounts are registered with the same                                   
                                                       name(s), address, and taxpayer ID number.                                    
 
Mail or in Person
(mail_graphic)
(hand_graphic)   Individual, Joint Tenant,             (small solid bullet) The letter of instruction must be signed by all         
                 Sole Proprietorship, UGMA, UTMA       persons required to sign for transactions, exactly                           
                                                       as their names appear on the account.                                        
                 Retirement account                    (small solid bullet) The account owner should complete a retirement          
                                                       distribution form. Call 1-800-843-3001 or your                               
                                                       investment professional to request one.                                      
 
                 Trust                                 (small solid bullet) The trustee must sign the letter indicating capacity    
                                                       as trustee. If the trustee's name is not in the                              
                                                       account registration, provide a copy of the trust                            
                                                       document certified within the last 60 days.                                  
 
                Business or Organization              (small solid bullet) At least one person authorized by corporate             
                                                       resolution to act on the account must sign the                               
                                                       letter.                                                                      
 
                Executor, Administrator,              (small solid bullet) Call 1-800-843-3001 or your investment                  
                Conservator/Guardian                  professional for instructions.                                               
 
Wire 
(wire_graphic)  All account types except retirement   (small solid bullet) You must sign up for the wire feature before using      
                                                      it. To verify that it is in place, call 1-800-843-3001.                      
                                                      Minimum wire: $1,000.                                                        
                                                      (small solid bullet) Your wire redemption request must be received           
                                                       by the transfer agent before 4:00 p.m. Eastern                               
                                                       time for money to be wired on the next business                              
                                                       day.                                                                         
 
</TABLE>
 
INVESTOR SERVICES
Fidelity Advisor funds provide a variety of services to help you manage
your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent 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    and
prospectuses     will be mailed, even if you have more than one account in
the fund. Call your investment professional if you need additional copies
of financial reports    and prospectuses    .
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your Institutional Class shares and buy
Institutional Class shares of other Fidelity Advisor funds or shares of
other Fidelity funds by telephone or in writing.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see "Exchange
Restrictions," page .
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM lets you set up periodic
redemptions from your account. Institutional Class shares with an account
value of $10,000 or more are eligible for this program. 
One easy way to pursue your financial goals is to invest money regularly.
Fidelity Advisor funds offer convenient services that let you transfer
money into your fund account, or between fund accounts, automatically.
While regular investment plans do not guarantee a profit and will not
protect you against loss in a declining market, they can be an excellent
way to invest for retirement, a home, educational expenses, and other
long-term financial goals. Certain restrictions apply for retirement
accounts. Call your investment professional for more information.
REGULAR INVESTMENT PLANS
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY ADVISOR FUND
 
<TABLE>
<CAPTION>
<S>                   <C>                    <C>                                                                                    
 
MINIMUM  MINIMUM      FREQUENCY              SETTING UP OR CHANGING                                                                 
 
INITIAL  ADDITIONAL   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, call 1-800-843-3001. Call                    
 
                                             at least 10 business days prior to your next scheduled investment                      
 
                                             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,
Mid Cap, Equity Growth, Global Resources, Growth Opportunities, Strategic
Opportunities, and Large Cap are distributed in December; dividends for
Equity Growth and Equity Income may also be distributed in January;
dividends for Emerging Markets Income, Strategic Income, High Yield,
Intermediate Bond, Government Investment, Short Fixed-Income, High Income
Municipal, Intermediate Municipal Income, Short-Intermediate Municipal
Income, California Municipal Income, and New York Municipal Income are
declared daily and paid monthly.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. The funds offer four options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the same class of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund, but you will be sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS PROGRAM. 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 any time 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.
When each of Overseas, Mid Cap, Equity Growth, Global Resources, Growth
Opportunities, Strategic Opportunities, Large Cap, 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, Intermediate Bond, Short Fixed-Income, High Income Municipal,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income and New York Municipal Income will be
reinvested at the applicable fund's NAV on the last day of the month.
Capital gain distributions from    Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income and New
York Municipal Income     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,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income, and New York Municipal Income earn is
distributed to shareholders as income dividends. Interest that is federally
tax-free remains tax-free when it is distributed. Distributions from each
fund (except High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income), however, are subject to federal income tax. Each
fund (except California Municipal Income and New York Municipal Income) 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 fund (except High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income) are taxed as dividends; long-term capital gain
distributions are taxed as long-term capital gains.
However, for shareholders of High Income Municipal, Intermediate Municipal
Income, Short-Intermediate Municipal Income, California Municipal Income,
and New York Municipal Income, 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.
Mutual fund dividends from U.S. Government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.
Every January, 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. Each of High Income Municipal, Intermediate
Municipal Income, Short-Intermediate Municipal Income, California Municipal
Income and New York Municipal Income may invest up to 100% of its assets in
these securities. Individuals who are subject to the tax must report this
interest on their tax returns.
A portion of the dividends from High Income Municipal, Intermediate
Municipal Income, Short-Intermediate Municipal Income, California Municipal
Income, and New York Municipal Income 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    each of these
funds'     income from each state to help you calculate your taxes
To the extent that New York Municipal Income   '    s income dividends are
derived from    New York     state-tax free investments, they will be free
from New York State and City personal income taxes.
To the extent that California Municipal Income's income dividends are
derived from interest on    California     state tax-free investments, they
will be free from California state personal income tax. Distributions
derived from obligations that are not California state tax-free
obligations, as well as distributions from short or long-term capital
gains, are subject to California state personal income tax. Corporate
taxpayers should note that the fund's income dividends and other
distributions are not exempt from California state franchise or corporate
income taxes.
During the fiscal year ended 1995,    100    % of the income dividends
from    each of     High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income and New York Municipal Income
   was     free from federal income tax and    100    % of New York
Municipal Income fund's income dividends w   as     free from New York
taxes.    D    uring the fiscal year ended 1995,    18.51    % of High
Income Municipal's,    0.64    % of Intermediate Municipal Income's,    and
17.97    % of Short-Intermediate Municipal Income's        income dividends
were subject to the federal alternative minimum tax.
TAXES ON TRANSACTIONS. Your redemptions-including exchanges-are subject to
capital gains tax. A capital gain or loss is the difference between the
cost of your shares and the price you receive when you sell them. 
Whenever you sell shares of a fund, 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
distribution 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 the 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 funds, 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 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 of the
applicable fund's investments, cash, and other assets, subtracting that
class's pro rata share of the value of the applicable fund's liabilities,
subtracting the liabilities allocated to that class, and dividing the
result by the number of shares of that class that are outstanding.
Each fund's assets are valued primarily on the basis of market quotations,
if available. 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 transfer
agent 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 page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV calculated after your order is received 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
canceled and you could be liable for any losses or fees a fund or the
transfer agent has incurred.
   (small solid bullet) Automated Purchase Orders: You begin to earn
dividends as of the day your funds are received.
(small solid bullet) Other Purchases: You begin to earn dividends as of the
first business day following the day your funds are received.    
AUTOMATED PURCHASE ORDERS. Shares 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.
CONFIRMED PURCHASES. Certain financial institutions that meet FDC's
creditworthiness criteria may enter confirmed purchase orders on behalf of
customers by phone, with payment to follow no later than close of business
on the next business day. If payment is not received by the next business
day, the order will be canceled and the financial institution will be
liable for any losses.
TO AVOID THE COLLECTION PERIOD associated with check purchases, consider
buying shares by bank wire, U.S. Postal money order, U.S. Treasury check,
or Federal Reserve check.
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 by the
transfer agent. 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, High Yield,
Strategic Income, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income 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.
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, subject to an
annual maximum charge of $60.00 per shareholder. Accounts opened after
September 30 will not be subject to the fee for that year. The fee, which
is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts (except non   -    prototype retirement
accounts), accounts using a systematic investment program, certain (Network
Level I and III) accounts which are maintained through National Securities
Clearing Corporation (NSCC), or if total assets in Fidelity mutual funds
exceed $50,000. Eligibility for the $50,000 waiver is determined by
aggregating Fidelity mutual fund accounts (excluding contractual plans)
maintained (i)    by     FIIOC (ii) by State Street Bank & Trust Company,
and (iii) through NSCC; provided those accounts are registered under the
same primary social security number.
IF YOUR NON-RETIREMENT ACCOUNT BALANCE FALLS BELOW $1,000, you will be
given 30 days' notice to reestablish the minimum balance. If you do not
increase your balance, the transfer agent 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. 
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 professionals who support the sale
of shares of the funds. In some instances, these incentives will be offered
only to certain types of investment professionals, such as bank-affiliated
or non-bank affiliated broker-dealers, or to investment professionals whose
representatives provide services in connection with the sale or expected
sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging your Institutional
Class shares for Institutional Class shares of other Fidelity Advisor funds
or for shares of other Fidelity funds. However, you should note the
following:
(small solid bullet) The fund 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 may have previously paid in connection with the shares you are
exchanging. For example, if you had already paid a sales charge of 2% on
your shares and you exchange them into a fund with a 3% sales charge, you
would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of 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 coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future. 
APPENDIX A
DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS:
AAA - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
AA - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in the Aaa securities.
A -Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
BAA - Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.
CAA - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
CA - Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
short-comings.
C - Bonds which are rated C are the lowest-rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
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. Those bonds in the Aa, A, Baa, Ba, and B groups
which Moody's believes possess the strongest investment attributes are
designated by the symbols Aa1, A1, Baa1, and B1.
DESCRIPTION OF S&P'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt 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.
The BB rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.
CC - The rating CC typically is applied to debt subordinated to senior debt
that 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 also will
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
   No dealer, sales representative or any other person has been authorized
to give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC. This Prospectus and the related SAI do not
constitute an offer by the funds or by FDC to sell or to buy shares of the
funds to any person to whom it is unlawful to make such offer.    
APPENDIX B
 
OVERSEAS - INSTITUTIONAL CLASS 
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   <C>   <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   *                                     
1991           1992           1993           1994           1995                 
 
OVERSEAS                                                            
    6.78          -4.83          41.84           1.98          9.11%             
                                                                    
   %              %              %              %                                
 
Lipper International Funds AverageA                                 
   12.73          -4.85          36.69          -0.71          9.41%             
                                                                    
   %              %              %              %                                
 
Morgan Stanley EAFE Index                                           
   12.13          -12.1          32.56           7.78          11.21             
                                                                    
   %              7%             %              %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: 6.78
Row: 7, Col: 1, Value: -4.83
Row: 8, Col: 1, Value: 41.84
Row: 9, Col: 1, Value: 1.98
Row: 10, Col: 1, Value: 9.109999999999999
(LARGE SOLID BOX) OVERSEAS - 
INSTITUTIONAL CLASS
EQUITY GROWTH - INSTITUTIONAL CLASS
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>        <C>        <C>       <C>         <C>        <C>        <C>        <C>            <C>            <C>            <C>       
Calendar year total returns   *       
1986       1987       1988       1989       1990       1991       1992       1993           1994           1995                     
 
EQUITY GROWTH                         
   14.51   -0.57         15.57   44.84          6.93   64.71          10.14   15.71          -0.04          40.12                 
   %          %          %          %          %          %           %          %           %              %                     
 
Lipper Growth Funds AverageB          
   14.73    3.08          14.79   26.91        -4.49   36.70           8.08   10.63          -2.17          30.79                 
   %           %          %          %         %          %           %          %           %              %                     
 
   S&P 500                            
   18.56    5.10          16.61   31.69          -3.10 30.47           7.62   10.08           1.32          37.58                 
   %          %           %          %           %        %           %          %           %              %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 14.51
Row: 2, Col: 1, Value: -0.5700000000000001
Row: 3, Col: 1, Value: 15.57
Row: 4, Col: 1, Value: 44.84
Row: 5, Col: 1, Value: 6.930000000000001
Row: 6, Col: 1, Value: 64.71000000000001
Row: 7, Col: 1, Value: 10.14
Row: 8, Col: 1, Value: 15.71
Row: 9, Col: 1, Value: -0.04
Row: 10, Col: 1, Value: 40.12
(LARGE SOLID BOX) EQUITY GROWTH - 
INSTITUTIONAL CLASS
GLOBAL RESOURCES - INSTITUTIONAL CLASS 
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>           <C>            <C>            <C>            <C>            <C>             <C>          <C>         
Calendar year total returns   *                           
1988           1989           1990           1991           1992           1993           1994           1995                     
 
GLOBAL RESOURCES                                          
   16.10          33.14          -5.28          14.47          13.33          37.94          -2.28          28.86                 
   %              %              %              %              %              %              %              %                     
 
Lipper Natural Resources Funds                            
    8.83          32.32          -8.59           2.92           1.47          22.94          -4.09          18.80                 
AverageC                                                  
   %              %              %              %              %              %              %              %                     
 
   S&P 500                                                
   16.61          31.69          -3.10          30.47           7.62          10.08           1.32          37.58                 
   %              %              %              %              %              %              %              %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: 0.0
Row: 3, Col: 1, Value: 16.1
Row: 4, Col: 1, Value: 33.14
Row: 5, Col: 1, Value: -5.28
Row: 6, Col: 1, Value: 14.47
Row: 7, Col: 1, Value: 13.33
Row: 8, Col: 1, Value: 37.94
Row: 9, Col: 1, Value: -2.28
Row: 10, Col: 1, Value: 28.86
(LARGE SOLID BOX) GLOBAL RESOURCES - 
INSTITUTIONAL CLASS
GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>       <C>       
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>       
Calendar year total returns   *                           
1988           1989           1990           1991           1992           1993           1994           1995                     
 
GROWTH OPPORTUNITIES                                      
   33.28          24.14          -1.65          42.68          15.03          22.17           2.86          33.58                 
   %              %              %              %              %              %              %              %                     
 
Lipper Growth Funds AverageB                              
   14.79          26.91          -4.49          36.70           8.08          10.63          -2.17          30.79                 
   %              %              %              %              %              %              %              %                     
 
   S&P 500                                                
   16.61          31.69          -3.10          30.47           7.62          10.08           1.32          37.58                 
   %              %              %              %              %              %              %              %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 33.28
Row: 4, Col: 1, Value: 24.14
Row: 5, Col: 1, Value: -1.65
Row: 6, Col: 1, Value: 42.68
Row: 7, Col: 1, Value: 15.03
Row: 8, Col: 1, Value: 22.17
Row: 9, Col: 1, Value: 2.86
Row: 10, Col: 1, Value: 33.58
(LARGE SOLID BOX) GROWTH OPPORTUNITIES - 
INSTITUTIONAL CLASS
STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS
 
 
 
<TABLE>
<CAPTION>
<S>                                                 
<C>      <C>       <C>       <C>       <C>       <C>        <C>            <C>            <C>            <C>            <C>       
Calendar year total returns   *                     
1986     1987      1988      1989      1990      1991        1992           1993           1994           1995                     
 
STRATEGIC OPPORTUNITIES                             
   27.92  -6.33    22.25        32.60  -7.17        23.08    12.87             20.44          -7.17          38.60                 
   %         %        %         %         %         %           %              %              %              %                     
 
Lipper    Capital Appreciation     Funds           
   14.02  -0.03        14.09 26.60        -8.24  39.91           8.78          15.68          -3.38          30.34                 
       Average   D                                  
   %         %         %        %         %         %           %              %              %              %                     
 
   S&P 500                                          
   18.56  5.1          16.61 31.69        -3.10  30.47           7.62          10.08           1.32          37.58                 
   %         0%        %        %         %         %           %              %              %              %                     
 
</TABLE>
 
       
Percentage (%)
Row: 1, Col: 1, Value: 27.92
Row: 2, Col: 1, Value: -6.33
Row: 3, Col: 1, Value: 22.25
Row: 4, Col: 1, Value: 32.6
Row: 5, Col: 1, Value: -7.17
Row: 6, Col: 1, Value: 23.08
Row: 7, Col: 1, Value: 12.87
Row: 8, Col: 1, Value: 20.44
Row: 9, Col: 1, Value: -7.17
Row: 10, Col: 1, Value: 38.6
(LARGE SOLID BOX) STRATEGIC OPPORTUNITIES - 
INSTITUTIONAL CLASS
EQUITY INCOME - INSTITUTIONAL CLASS
 
 
 
<TABLE>
<CAPTION>
<S>                                          
<C>        <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>            <C>            <C>       
Calendar year total returns   *              
1986       1987       1988       1989       1990        1991       1992       1993       1994           1995                     
 
EQUITY INCOME                                
   17.44  -2.24      23.23          18.43   -14.2          29.81   14.94         18.80   7.50%          33.49                 
   %         %          %           %          8%          %          %          %                      %                     
 
Lipper Equity Income Funds Average   E       
   17.00  -2.18         16.74    22.18          -6.78   26.86          9.77   13.66          -2.54          30.17                 
   %         %          %           %           %          %          %          %           %              %                     
 
   S&P 500                                   
   18.56   5.1          16.61    31.69          -3.10   30.47          7.62   10.08           1.32          37.58                 
   %          0%        %           %           %          %          %          %           %              %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 17.44
Row: 2, Col: 1, Value: -2.24
Row: 3, Col: 1, Value: 23.23
Row: 4, Col: 1, Value: 18.43
Row: 5, Col: 1, Value: -14.28
Row: 6, Col: 1, Value: 29.81
Row: 7, Col: 1, Value: 14.94
Row: 8, Col: 1, Value: 18.8
Row: 9, Col: 1, Value: 7.5
Row: 10, Col: 1, Value: 33.49
(LARGE SOLID BOX) EQUITY INCOME - 
INSTITUTIONAL CLASS 
INCOME & GROWTH - INSTITUTIONAL CLASS 
 
 
 
<TABLE>
<CAPTION>
<S>                                     
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>       
Calendar year total returns   *                             
1988           1989           1990           1991           1992           1993           1994           1995                     
 
INCOME & GROWTH                                             
   20.89          24.60          -2.94          34.48          9.20%          19.66          -5.09          15.00                 
   %              %              %              %                             %              %              %                     
 
Lipper Balanced Funds Average   F                           
   12.34          19.57          -0.57          26.69          7.07%          10.91          -2.50          25.16                 
   %              %              %              %                             %              %              %                     
 
   S&P 500                                                  
   16.61          31.69          -3.10          30.47          7.62%          10.08           1.32          37.58                 
   %              %              %              %                             %              %              %                     
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 20.89
Row: 4, Col: 1, Value: 24.6
Row: 5, Col: 1, Value: -2.94
Row: 6, Col: 1, Value: 34.48
Row: 7, Col: 1, Value: 9.199999999999999
Row: 8, Col: 1, Value: 19.66
Row: 9, Col: 1, Value: -5.09
Row: 10, Col: 1, Value: 15.0
(LARGE SOLID BOX) INCOME & GROWTH - 
INSTITUTIONAL CLASS
EMERGING MARKETS INCOME - INSTITUTIONAL CLASS
 
<TABLE>
<CAPTION>
<S>                                                 <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>            <C>   
Calendar year total returns   *                                                                           1995                 
 
EMERGING MARKETS INCOME                                                                                      7.11%             
 
Lipper General World Income Funds Average   G                                                                18.05             
                                                                                                             %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: 7.109999999999999
(LARGE SOLID BOX) EMERGING MARKETS INCOME - 
INSTITUTIONAL CLASS
HIGH YIELD- INSTITUTIONAL CLASS 
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   *                   
1988           1989           1990           1991           1992           1993           1994           1995                 
 
HIGH YIELD                                        
   17.24           3.64           7.30          34.94          23.09          20.45          -1.49          18.71             
   %              %              %              %              %              %              %              %                 
 
Lipper High Current Yield Funds                   
   12.89          -0.58          -10.1          36.91          17.51          18.95          -3.85          16.43             
Average   H                                       
   %              %              3%             %              %              %              %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 17.24
Row: 4, Col: 1, Value: 3.64
Row: 5, Col: 1, Value: 7.3
Row: 6, Col: 1, Value: 34.94
Row: 7, Col: 1, Value: 23.09
Row: 8, Col: 1, Value: 20.45
Row: 9, Col: 1, Value: -1.49
Row: 10, Col: 1, Value: 18.71
(LARGE SOLID BOX) HIGH YIELD - 
INSTITUTIONAL CLASS 
STRATEGIC INCOME - INSTITUTIONAL CLASS 
 
<TABLE>
<CAPTION>
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>            <C>   
Calendar year total returns   *                                                                   1995                 
 
STRATEGIC INCOME                                                                                     22.41             
                                                                                                     %                 
 
Lipper General Bond Funds Average   I                                                                18.02             
                                                                                                     %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: 22.41
(LARGE SOLID BOX) STRATEGIC INCOME - 
INSTITUTIONAL CLASS
GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS 
 
 
 
<TABLE>
<CAPTION>
<S>                                             <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   *                             
1988           1989           1990           1991           1992           1993           1994           1995                 
 
GOVERNMENT INVESTMENT                                       
   6.57%          11.75          8.37%          13.45          6.48%           9.36          -3.85          17.72             
                  %                             %                             %              %              %                 
 
Lipper General U.S. Government                              
   6.67%          12.46          8.22%          14.44          6.41%           9.42          -4.64          17.34             
Bond Funds Average   J                                      
                  %                             %                             %              %              %                 
 
   Salomon Brothers Treasury/Agency     Index               
   7.10%          14.24          8.78%          15.33          7.24%          10.74          -3.40          18.39             
                  %                             %                             %              %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 6.57
Row: 4, Col: 1, Value: 11.75
Row: 5, Col: 1, Value: 8.370000000000001
Row: 6, Col: 1, Value: 13.45
Row: 7, Col: 1, Value: 6.48
Row: 8, Col: 1, Value: 9.360000000000001
Row: 9, Col: 1, Value: -3.85
Row: 10, Col: 1, Value: 17.72
(LARGE SOLID BOX) GOVERNMENT INVESTMENT - 
INSTITUTIONAL CLASS
INTERMEDIATE BOND - INSTITUTIONAL CLASS 
 
 
 
<TABLE>
<CAPTION>
<S>                                      <
<C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>            <C>             <C>   
Calendar year total returns   *          
1986       1987       1988       1989       1990        1991       1992        1993           1994           1995                 
 
INTERMEDIATE BOND                        
   14.33   2.32%          7.84%  12.11         7.91%    15.16          7.32%   12.08          -2.06          12.50             
   %                                %                      %                      %           %              %                 
 
Lipper Intermediate Investment Grade     
   14.73   2.13%          7.06%   11.67        7.22%    15.63          6.88%   9.52          -3.25          16.62             
Bond Funds Average   K                   
   %                                 %                     %                     %              %              %                 
 
   Lehman Brothers Intermediate         
   13.14   3.66%          6.67%   12.77        9.16%    14.62          7.17%   8.79          -1.93          15.33             
   Government/Corporate Bond     Index   
   %                                %                      %                      %              %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 14.33
Row: 2, Col: 1, Value: 2.32
Row: 3, Col: 1, Value: 7.84
Row: 4, Col: 1, Value: 12.11
Row: 5, Col: 1, Value: 7.91
Row: 6, Col: 1, Value: 15.16
Row: 7, Col: 1, Value: 7.319999999999999
Row: 8, Col: 1, Value: 12.08
Row: 9, Col: 1, Value: -2.06
Row: 10, Col: 1, Value: 12.5
(LARGE SOLID BOX) INTERMEDIATE BOND -
INSTITUTIONAL CLASS
SHORT FIXED-INCOME - INSTITUTIONAL CLASS
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   *                   
1988           1989           1990           1991           1992           1993           1994           1995                 
 
SHORT FIXED-INCOME                                
   6.19%          10.31          5.87%          13.37          7.61%          9.49%          -3.37          9.90%             
                  %                             %                                            %                                
 
Lipper Short Investment Grade Bond                
   6.86%          10.22          7.87%          12.88          5.97%          6.45%          -0.44          10.84             
Funds Average   L       %                       %                                            %              %                 
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 6.19
Row: 4, Col: 1, Value: 10.31
Row: 5, Col: 1, Value: 5.07
Row: 6, Col: 1, Value: 13.37
Row: 7, Col: 1, Value: 7.609999999999999
Row: 8, Col: 1, Value: 9.49
Row: 9, Col: 1, Value: -3.37
Row: 10, Col: 1, Value: 9.9
(LARGE SOLID BOX) SHORT FIXED-INCOME - 
INSTITUTIONAL CLASS
HIGH INCOME MUNICIPAL - INSTITUTIONAL CLASS
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   
<C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   *                   
1988           1989           1990           1991           1992           1993           1994           1995                 
 
HIGH INCOME MUNICIPAL                             
   11.80          13.09          10.29          12.18          11.11          13.79           -8.0          16.86             
   %              %              %              %              %              %              5%             %                 
 
Lipper High Yield Municipal Bond                  
   11.28          10.11           5.13          11.52           8.51          11.41          -4.67          15.98             
Funds                                             
   %              %              %              %              %              %              %              %                 
Average   M                                
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 11.8
Row: 4, Col: 1, Value: 13.09
Row: 5, Col: 1, Value: 10.29
Row: 6, Col: 1, Value: 12.18
Row: 7, Col: 1, Value: 11.11
Row: 8, Col: 1, Value: 13.79
Row: 9, Col: 1, Value: -8.050000000000001
Row: 10, Col: 1, Value: 16.86
(LARGE SOLID BOX) HIGH INCOME MUNICIPAL - 
INSTITUTIONAL CLASS
INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS
 
 
 
<TABLE>
<CAPTION>
<S>                                   
<C>        <C>        <C>        <C>        <C>        <C>        <C>            <C>            <C>            <C>            <C>   
Calendar year total returns   *       
1986       1987       1988       1989       1990       1991       1992           1993           1994           1995                 
 
INTERMEDIATE MUNICIPAL INCOME         
   13.71   2.33%      7.38%          7.79%  6.37%         9.64    7.28%              9.94          -5.43          14.37             
   %                                                     %                          %              %              %                 
 
Lipper Intermediate Municipal Bond    
   13.53   1.32%         7.57%    8.26%        6.59%  10.52          7.80%          10.18          -3.51          12.89             
Funds Average   N                     
   %                                                     %                          %              %                                
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: 13.71
Row: 2, Col: 1, Value: 2.33
Row: 3, Col: 1, Value: 7.38
Row: 4, Col: 1, Value: 7.79
Row: 5, Col: 1, Value: 6.37
Row: 6, Col: 1, Value: 9.639999999999999
Row: 7, Col: 1, Value: 7.28
Row: 8, Col: 1, Value: 9.94
Row: 9, Col: 1, Value: -5.430000000000001
Row: 10, Col: 1, Value: 14.37
(LARGE SOLID BOX) INTERMEDIATE MUNICIPAL 
INCOME - INSTITUTIONAL CLASS
SHORT-INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>            <C>   
Calendar year total returns   *                                                             1995                 
 
SHORT-INTERMEDIATE MUNICIPAL                                                                   8.76%             
INCOME                                                                                                           
 
Lipper Short Municipal Debt Funds                                                              7.43%             
Average   0                                                                                                      
 
</TABLE>
 
 
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: 8.76
(LARGE SOLID BOX) SHORT-INTERMEDIATE MUNICIPAL 
INCOME - INSTITUTIONAL CLASS
   * INITIAL OFFERING OF INSTITUTIONAL CLASS SHARES FOR OVERSEAS, GLOBAL
RESOURCES, GROWTH OPPORTUNITIES, INCOME & GROWTH, EMERGING MARKETS INCOME,
HIGH YIELD, STRATEGIC INCOME, GOVERNMENT INVESTMENT, SHORT FIXED-INCOME,
HIGH INCOME MUNICIPAL, AND SHORT-INTERMEDIATE MUNICIPAL INCOME TOOK PLACE
ON JULY 3, 1995, AND DO NOT BEAR A SALES LOAD OR 12B-1 FEE. RETURNS PRIOR
TO JULY 3, 1995, ARE THOSE OF CLASS A SHARES, THE ORIGINAL CLASS OF THESE
FUNDS AND INCLUDE A CLASS A 12B-1 FEE (AT A THEN CURRENTLY APPLICABLE RATE
OF 0.65% FOR OVERSEAS, GLOBAL RESOURCES, GROWTH OPPORTUNITIES, INCOME &
GROWTH, 0.25% FOR EMERGING MARKETS INCOME, HIGH YIELD, STRATEGIC INCOME,
GOVERNMENT INVESTMENT, AND HIGH INCOME MUNICIPAL, AND 0.15% FOR SHORT
FIXED-INCOME AND SHORT-INTERMEDIATE MUNICIPAL INCOME). INITIAL OFFERING OF
INSTITUTIONAL CLASS SHARES FOR STRATEGIC OPPORTUNITIES TOOK PLACE ON JULY
3, 1995. INSTITUTIONAL CLASS SHARES DO NOT BEAR A SALES LOAD OR 12B-1 FEE.
RETURNS PRIOR TO JULY 3, 1995, ARE THOSE OF CLASS A SHARES AND INCLUDE A
THEN CURRENTLY APPLICABLE CLASS A 12B-1 FEE OF 0.65%. RETURNS PRIOR TO
AUGUST 20, 1986, ARE THOSE OF INITIAL CLASS, THE ORIGINAL CLASS OF THE FUND
WHICH DOES NOT BEAR A 12B-1 FEE.
[A] THE LIPPER INTERNATIONAL FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 254 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[B] THE LIPPER GROWTH FUNDS AVERAGE CURRENTLY REFLECTS THE PERFORMANCE OF
OVER 572 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[C] THE LIPPER NATURAL RESOURCES FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 32 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[D] THE LIPPER CAPITAL APPRECIATION FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 158 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[E] THE LIPPER EQUITY INCOME FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 130 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[F] THE LIPPER BALANCED FUNDS AVERAGE CURRENTLY REFLECTS THE PERFORMANCE OF
OVER 220 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[G] THE LIPPER GENERAL WORLD INCOME FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 135 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[H] THE LIPPER HIGH CURRENT YIELD FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 119 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[I] THE LIPPER GENERAL BOND FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 64 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[J] THE LIPPER GENERAL U.S. GOVERNMENT BOND FUNDS AVERAGE CURRENTLY
REFLECTS THE PERFORMANCE OF OVER 174 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[K] THE LIPPER INTERMEDIATE INVESTMENT GRADE BOND FUNDS AVERAGE CURRENTLY
REFLECTS THE PERFORMANCE OF OVER 157 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[L] THE LIPPER SHORT INVESTMENT GRADE BOND FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER 147 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[M] THE LIPPER HIGH YIELD MUNICIPAL BOND FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER 38 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[N] THE LIPPER INTERMEDIATE MUNICIPAL BOND FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER 121 MUTUAL FUNDS WITH SIMILAR OBJECTIVES
[O] THE LIPPER SHORT MUNICIPAL DEBT FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER 49 MUTUAL FUNDS WITH SIMILAR OBJECTIVES    
 
 

 
 
                    Fidelity Advisor Funds:  Class A and Class B
                                Cross Reference Sheet
       Form N-1A                                   Statement of Additional
       Item Number                                   Information Section
       -----------                                 ----------------------
       10, 11  . . . . . . . . . . . . . ..   Cover Page; Table of Contents
       12  . . . . . . . . . . . . .  . . .   Description of the Trusts
       13      a - c   . . . . . . .  . . .   Investment Policies and Li
                                              mitations
               d   . . . . . . . . . .. . .   Portfolio Transactions
       14      a - c   . . . . . . . .. . .   Trustees and Officers
       15      a   . . . . . . . . . .. . .   *
               b - c   . . . . . . . .. . .   Trustees and Officers
       16      a        i  . . . . . .. . .   FMR
                        ii . . . . . .. . .   Trustees and Officers
                        iii  . . . . .. . .   Management Contracts; Con
                                              tracts with FMR Affiliates
               b - d   . . . . . . . .. . .   Management Contracts; Con
                                              tracts with FMR Affiliates
               e   . . . . . . . . . .. . .   Management Contracts
               f   . . . . . . . . . . . .   Distribution and Service Plans
               g   . . . . . . . . . . . .   *
               h   . . . . . . . . . . . . .   Description of the Trusts
               i   . . . . . . . . . .. . .   Contracts with FMR Affiliates
       17      a   . . . . . . . . . .. . .   Portfolio Transactions
               b   . . . . . . . . . .. . .   Portfolio Transactions
               c   . . . . . . . . . .. . .   Portfolio Transactions
               d               . . . .. . .   Portfolio Transactions
               e               . . . . . .   *
 
       Form N-1A                                 Statement of Additional
       Item Number                                Information Section
       -----------                            ----------------------
       18      a   . . . . . . . . . . . . .   Description of the Trusts
               b   . . . . . . . . . . . . .   *
       19      a  . . . . . . . . . . . . .   Additional Purchase, Exchange
                                              and Redemption Information
               b. . . . . . . . . . . . . .   Valuation; Additional Pur
                                             chase, Exchange and Redemption
                                             Information
               c . . . . . . . . . . . . .   *
       20                                       Distributions and Taxes
       21      a, b . . . . . . . . . . . . .   Distribution and Service 
                                               Plans; Contracts with FMR
                                               Affiliates
               c   . . . . . . . . . . . . . .   *
       22  . . . . . . . . . . . . . . . . . . .   Performance; Appendix
       23  . . . . . . . . . . . . . . . . . . . . .   Financial Statements
     *        Not Applicable
 
FIDELITY ADVISOR FUNDS
CLASS A AND CLASS B
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 26, 1996
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectus (dated
February 26, 1996) for Class A and Class B shares. Please retain this
document for future reference.    The funds'     financial statements and
financial highlights, included in their respective Annual Reports, for the
most recent fiscal period are incorporated herein by reference. To obtain
an additional copy of this SAI, the Prospectus or any Annual Report, please
call Fidelity Distributors Corporation, 82 Devonshire Street, Boston,
Massachusetts 02109 or your    investment professional.    
 
<TABLE>
<CAPTION>
<S>                                                                             <C>    
TABLE OF CONTENTS                                                               PAGE   
 
Investment Policies and Limitations                                                    
 
Special Considerations Affecting Canada                                                
 
Special Considerations Affecting Latin America                                         
 
Special Considerations Affecting Japan, the Pacific Basin, and Southeast Asia          
 
Special Considerations Affecting Europe                                                
 
Special Considerations Affecting Africa                                                
 
Special Considerations Affecting New York                                              
 
Special Considerations Affecting California                                            
 
Special Considerations Affecting Puerto Rico                                           
                                                                                       
 
Portfolio Transactions                                                                 
 
Valuation                                                                              
 
Performance                                                                            
 
Additional Purchase, Exchange, and Redemption Information                              
 
Distributions and Taxes                                                                
 
FMR                                                                                    
 
Trustees and Officers                                                                  
 
Management Contracts                                                                   
 
Contracts with FMR Affiliates                                                          
 
Distribution and Service Plans                                                         
 
Description of the Trusts                                                              
 
Financial Statements                                                                   
 
Appendix                                                                               
 
</TABLE>
 
ACOM-ptb-296
GROWTH FUNDS
Fidelity Advisor Overseas Fund
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Equity Growth Fund
Fidelity Advisor Global Resources Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Large Cap Fund
 
GROWTH AND INCOME FUNDS
Fidelity Advisor Equity Income Fund
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 Intermediate Bond Fund
Fidelity Advisor Short Fixed   -    Income Fund
 
MUNICIPAL FUNDS
Fidelity Advisor High Income Municipal Fund
Fidelity Advisor Intermediate Municipal Income Fund
Fidelity Advisor Short   -    Intermediate
        Municipal Income Fund
Fidelity Advisor New York Municipal Income Fund
Fidelity Advisor California Municipal Income Fund
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
 
INVESTMENT SUB   -    ADVISERS
Fidelity Management & Research (U.K.) Inc.
        (FMR U.K.)
Fidelity Management & Research (Far East) Inc.
        (FMR Far East)
Fidelity International Investment Advisors (FIIA)
Fidelity International Investment Advisors (U.K.)
        Limited (FIIAL U.K.)
Fidelity Investments Japan Limited (FIJ)
 
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
 
TRANSFER AGENT   S    
State Street Bank and Trust Company (State Street)    (Class A - Taxable
Funds)    
Fidelity Investments Institutional Operations Company (FIIOC) (Class B    -
    Taxable Funds)
UMB Bank, n.a. (UMB) (Class A and Class B    - Municipal Funds)    
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets or other circumstances will not be considered when determining
whether the investment complies with a fund's investment policies and
limitations.
A fund's fundamental investment policies and limitations cannot be changed
without approval of a "majority of the outstanding voting securities"
   (as defined in the Investment Company Act of 1940     (1940   
Act    )   )     of the fund. However, except for the fundamental
investment limitations listed below and the policies restated in the
"Fundamental Policies" paragraph on page , the investment policies and
limitations described in this SAI are not fundamental and may be changed
without shareholder approval.
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 invest in interests in real
estate investment trusts that are not readily marketable or 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 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 (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).
(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.
(xi) 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.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page .
MID CAP FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2)  issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 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.)
(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 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.
Warrants acquired by the fund in units or attached to securities are not
subject to this restriction.    
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(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
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund. 
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page .
EQUITY GROWTH 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 (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 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
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 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 limitation does not apply to purchases of debt securities or
to repurchase agreements.)
(vi) 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.
(vii) 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.
(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 "Futures and Options" 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 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 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) 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 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.
(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 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.
(vii) 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.)
(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 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.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xii) 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.
(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 purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures contracts and options, see the
section entitled "Futures and Options" 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) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933, in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 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 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.)
(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 cost or 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.
(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 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.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 (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 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 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.
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" on page .
LARGE CAP FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 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.)
(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 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.
Warrants acquired by the fund in units or attached to securities are not
subject to this restriction.    
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(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
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund. 
For purposes of limitations (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 total assets would be lent to other parties, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 invest in interests in real
estate investment trusts that are not readily marketable or 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 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 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (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 purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933, in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry; 
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the Fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 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.)
(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 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.
(x) The fund does not currently intend to invest in oil, gas, 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 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.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page .
EMERGING MARKETS INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of total assets would be lent to other parties, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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 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.
(xii) With respect to 75% 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 hold more than 10% of
the outstanding voting securities of that issuer.
(xiii) 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.
(xiv) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 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 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 prices
at which they are valued.
(v) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable or 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 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 (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to 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 received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(xi) 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.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (vii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933, in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL:
(i) 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 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 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) With respect to 75% 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 hold more than 10% of
the outstanding voting securities of that issuer.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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) issue senior securities, except as permitted under the Investment
Company Act of 1940.
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of issuers having their
principal business activities in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other investments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). 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 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 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (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 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 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.
(xii) 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.
(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 purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page .
INTERMEDIATE BOND FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment), in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of the fund's total assets would be lent to other parties (but this
limitation does not apply to purchases of debt securities or to repurchase
agreements).
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL. 
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or 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 (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 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.)
(vi) 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.
(vii) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(viii) 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.
(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 not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 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 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 lend assets other than securities
to other parties, except by (i) lending money (up to 7.5% of the fund's net
assets) to a registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (ii) acquiring loans, loan
participations, or other forms of direct debt instruments and, in
connection therewith, assuming any associated unfunded commitments of the
sellers. (This limitation does not apply to purchases of debt securities or
to repurchase agreements.)
(vi) The fund does not currently intend to (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 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 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 all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (vii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 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.
(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 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 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 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 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 all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of investment limitations (1) and (5), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.    
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" on page .
INTERMEDIATE MUNICIPAL INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of its total assets would be invested in the securities of
that issuer, or (b) the fund would hold more than 10% of the outstanding
voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933, in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). 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 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.
(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. Any
securities issued by other investment companies would also have to meet the
fund's credit and maturity standards. In some cases, other investment
companies may incur expenses that are comparable to expenses paid by the
fund, which would be taken into account in considering investments in such
securities.
(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 invest in oil, gas, 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 trust and those officers and
Trustees 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 all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of investment limitations (1) and (5), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.    
For the fund's limitations on futures contracts and options, see the
section entitled "Futures and Options" beginning on page .
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate, unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business;
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties (but this
limitation does not apply to purchases of debt securities or to repurchase
agreements).
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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.
(xiii) With respect to 75% 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 hold more than 10% of
the outstanding voting securities of that issuer.
(xiv) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of investment limitations (4) and (i), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page     .
NEW YORK MUNICIPAL INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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 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 invest all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of investment limitations (4) and (i), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page .    
CALIFORNIA MUNICIPAL INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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 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 invest all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of investment limitations (4) and (i), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.
For the fund's limitations on futures and options transaction, see the
section entitled "Futures and Options" 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 of Trustees has established and periodically reviews
procedures applicable to transactions involving affiliated financial
institutions.
ASSET-BACKED SECURITIES represent interests in pools of consumer loans
(generally unrelated to mortgage loans) and most often are structured as
pass-through securities. Interest and principal payments ultimately depend
upon payment of the underlying loans by individuals, although the
securities may be supported by letters of credit or other credit
enhancements. The value of asset-backed securities may also depend on the
creditworthiness of the servicing agent for the loan pool, the originator
of the loans, or the financial institution providing the credit
enhancement.
CLOSED-END INVESTMENT COMPANIES. A fund may purchase the shares of
closed-end investment companies to facilitate investment in certain
countries. Shares of closed-end investment companies may trade at a premium
or a discount to their net asset value.
DELAYED-DELIVERY TRANSACTIONS. A fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered. A fund
may receive fees for entering into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, a fund assumes the
rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If a fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, a fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, the fund does not participate in further gains or losses with
respect to the security. If the other party to a delayed-delivery
transaction fails to deliver or pay for the securities, a fund could miss a
favorable price or yield opportunity, or could suffer a loss.
A fund may renegotiate delayed-delivery transactions after they are entered
into, and may sell underlying securities before they are delivered, which
may result in capital gains or losses.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies, and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. 
Foreign investments involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the
interests of U.S. investors. Such actions may include the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
is no assurance that FMR will be able to anticipate these potential events
or counter their effects. These risks are magnified for investments in
developing countries, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade
a small number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. Foreign
markets may offer less protection to investors than U.S. markets. It is
anticipated that in most cases the best available market for foreign
securities will be on an exchange or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may result in increased risk in the
event of a failed trade or the insolvency of a foreign broker-dealer, and
may involve substantial delays. In addition, the costs of foreign
investing, including withholding taxes, brokerage commissions and custodial
costs, are generally higher than for U.S. investors. In general, there is
less overall governmental supervision and regulation of securities
exchanges, brokers, and listed companies than in the United States. It may
also be difficult to enforce legal rights in foreign countries. Foreign
issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to
those applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depository Receipts (ADRs), as well as other "hybrid" forms of
ADRs, including European Depository Receipts (EDRs) and Global Depository
Receipts (GDRs), are certificates evidencing ownership of shares of a
foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are alternatives to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions, the municipal funds
do not intend to invest in securities whose interest is federally taxable.
However, from time to time on a temporary basis, each municipal fund may
invest a portion of its assets in fixed-income obligations whose interest
is subject to federal income tax.
Should a municipal fund invest in federally taxable obligations, it would
purchase securities that, in FMR's judgment, are of high quality. These
would include those    obligations     issued or guaranteed by the U.S.
   G    overnment or its agencies or instrumentalities; obligations of
domestic banks; and repurchase agreements. The funds' standards for
high-quality, taxable obligations are essentially the same as those
described by Moody's Investor Services (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. Proposals also may be introduced before state legislatures that
would affect the state tax treatment of the municipal funds' distributions.
If such proposals were enacted, the availability of municipal obligations
and the value of the municipal funds' holdings would be affected and the
Trustees would reevaluate the municipal funds' investment objectives and
policies.
FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash) 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 the 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 funds 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
funds or that it will hedge at an appropriate time.
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.
FUNDS' RIGHTS AS SHAREHOLDERS. The funds do not intend to direct or
administer the day-to-day operations of any company. A fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that a fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing
third-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    a     fund and the risk of actual liability if a fund
is involved in litigation. No guarantee can be made, however, that
litigation against    a     fund will not be undertaken or liabilities
incurred.
       FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options; Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing Put and Call Options, and Writing Put
and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. Each 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.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. A fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of a fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when a fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500   (copyrite    )    or the Bond Buyer Municipal Bond Index.
Futures can be held until their delivery dates, or can be closed out before
then if a liquid secondary market is available.    
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. Each fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition, each fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on each fund's investments in futures contracts and
options, and each fund's policies regarding futures contracts and options
discussed elsewhere in this SAI, may be changed as regulatory agencies
permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. A fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. A fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of the fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (OTC) (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows a
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. A fund may
terminate its position in a put option it has purchased by allowing it to
expire or by exercising the option. If the option is allowed to expire, the
fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, a fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option a fund has written, however, the fund
must continue to be prepared to pay the strike price while the option is
outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors   ,    
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features) and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). 
Investments currently considered by a fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, non-government-stripped fixed-rate
mortgage-backed securities, and over-the-counter options. Also, FMR may
determine some restricted securities, municipal lease obligations,
government-stripped fixed-rate mortgage-backed securities, loans and other
direct debt instruments, emerging market securities, and swap agreements to
be illiquid. However, with respect to over-the-counter options a fund
writes, all or a portion of the value of the underlying instrument may be
illiquid depending on the assets held to cover the option and the nature
and terms of any agreement the fund may have to close out the option before
expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If, through a change in values, net assets or other
circumstances, a fund were in a position where more than 10% or 15% of its
net assets (see each fund's non-fundamental investment limitations) was
invested in illiquid securities, it would seek to take appropriate steps to
protect liquidity.
INDEXED SECURITIES. A fund may purchase securities whose prices are indexed
to the prices of other securities, securities indices, currencies, precious
metals or other commodities, or other financial indicators. Indexed
securities typically, but not always, are debt securities or deposits whose
value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. Gold indexed securities, for example, typically
provide for a maturity value that depends on the price of gold, resulting
in a security whose price tends to rise and fall together with gold prices.
Currency-indexed securities typically are short-term to intermediate-term
debt securities whose maturity values or interest rates are determined by
reference to the values of one or more specified foreign currencies, and
may offer higher yields than U.S. dollar-denominated securities of
equivalent issuers. Currency-indexed securities may be positively or
negatively indexed; that is, their maturity value may increase when the
specified currency value increases, resulting in a security that performs
similarly to a foreign-denominated instrument, or their maturity value may
decline when foreign currencies increase, resulting in a security whose
price characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values
of a number of different foreign currencies relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. Government agencies. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING PROGRAM. Pursuant to an exemptive order issued by the
SEC, each fund has received permission to lend money to, and borrow money
from, other funds advised by FMR or its affiliates. High Income Municipal,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income, and New York Municipal Income each will
participate in the interfund borrowing program only as a borrower.
Interfund loans and borrowings normally extend overnight, but can have a
maximum duration of seven days. Loans may be called on one day's notice.
Each fund (except High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income) will lend through the program only when the returns
are higher than those available from other short-term instruments (such as
repurchase agreements). A fund will borrow through the program only when
the costs are equal to or lower than the cost of bank loans. A fund may
have to borrow from a bank at a higher interest rate if an interfund loan
is called or not renewed. Any delay in repayment to a lending fund could
result in a lost investment opportunity or additional borrowing costs.
INVERSE FLOATERS have variable interest rates that typically move in the
opposite direction from prevailing short-term interest rate levels - rising
when prevailing short-term interest rates fall and vice versa. This
interest rate feature can make the prices of inverse floaters considerably
more volatile than those of bonds with comparable maturities.
   ISSUER LOCATION. FMR determines where an issuer is located by looking at
such factors as its country of organization, the primary trading market for
its securities, and the location of its assets, personnel, sales, and
earnings. The issuer of a security is located in a particular country if:
1) the security is issued or guaranteed by the government of the country;
or 2) the issuer is organized under the laws of the country, derives at
least 50% of its revenues or profits from goods sold, investments made or
services performed in the country, or has at least 50% of its assets
located in the country.    
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to each fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If a fund does not receive scheduled interest or
principal payments on such indebtedness, the fund's share price and yield
could be adversely affected. Loans that are fully secured offer a fund more
protections than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation
of collateral from a secured loan would satisfy the borrower's obligation,
or that the collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks and may be
highly speculative. Borrowers that are in bankruptcy or restructuring may
never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of developing countries also involves a
risk that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal when
due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a fund.
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the fund could be held
liable as a co-lender. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt
instruments that are not in the form of securities may offer less legal
protection to a fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, each fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, a fund has direct recourse against the borrower, it may
have to rely on the agent to apply appropriate credit remedies against a
borrower. If assets held by the agent for the benefit of a fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by a fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
A fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
Each fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see each fund's investment
limitations). For purposes of these limitations, a fund generally will
treat the borrower as the "issuer" of indebtedness held by the fund. In the
case of loan participations where a bank or other lending institution
serves as financial intermediary between a fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict a fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
LOWER-QUALITY DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession.
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and a fund's ability to dispose of these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by a fund. In considering investments
for a fund, FMR will attempt to identify those issuers of high-yielding
securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. FMR's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage, earnings prospects, and the experience
and managerial strength of the issuer.
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. 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 securi   ty holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.    
MORTGAGE-BACKED SECURITIES. A fund may purchase mortgage-backed securities
issued by government and non-government entities such as banks, mortgage
lenders, or other financial institutions. A mortgage-backed security is an
obligation of the issuer backed by a mortgage or pool of mortgages or a
direct interest in an underlying pool of mortgages. Some mortgage-backed
securities, such as collateralized mortgage obligations (CMOs), make
payments of both principal and interest at a variety of intervals; others
make semiannual interest payments at a predetermined rate and repay
principal at maturity (like a typical bond). Mortgage-backed securities are
based on different types of mortgages including those on commercial real
estate or residential properties. Other types of mortgage-backed securities
will likely be developed in the future, and a fund may invest in them if
FMR determines they are consistent with the fund's investment objective and
policies.
The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment
risk. Prepayment, which occurs when unscheduled or early payments are made
on the underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.
MUNICIPAL LEASES and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract, and are
issued by state and local governments and authorities to acquire land or a
wide variety of equipment and facilities. Generally, a fund will not hold
such obligations directly as a lessor of the property, but will purchase a
participation interest in a municipal obligation from a bank or other third
party. A participation interest gives a fund a specified, undivided
interest in the obligation in proportion to its purchased interest in the
total amount of the obligation.
Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set
forth requirements that states or municipalities must meet to incur debt.
These may include voter referenda, interest rate limits, or public sale
requirements. Leases, installment purchases, or conditional sale contracts
(which normally provide for title to the leased asset to pass to the
governmental issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.
MUNICIPAL MARKET DISRUPTION RISK. The value of municipal securities may be
affected by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders in the event of a bankruptcy. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of the
market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all
of the municipal securities held by a fund.
MUNICIPAL SECTORS:
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans.
Bonds issued to supply educational institutions with funds are subject to
the risk of unanticipated revenue decline, primarily the result of
decreasing student enrollment or decreasing state and Federal funding.
Among the factors that may lead to declining or insufficient revenues are
restrictions on students' ability to pay tuition, availability of state and
federal funding, and general economic conditions. Student loan revenue
bonds are generally offered by state (or substate) authorities or
commissions and are backed by pools of student loans. Underlying student
loans may be guaranteed by state guarantee agencies and may be subject to
reimbursement by the United States Department of Education through its
guaranteed student loan program. Others may be private, uninsured loans
made to parents or students which are supported by reserves or other forms
of credit enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on
program latitude and demand for loans. Cash flows supporting student loan
revenue bonds are impacted by numerous factors, including the rate of
student loan defaults, seasoning of the loan portfolio, and student
repayment deferral during periods of forbearance. Other risks associated
with student loan revenue bonds include potential changes in federal
legislation regarding student loan revenue bonds, state guarantee agency
reimbursement and continued federal interest and other program subsidies
currently in effect.
ELECTRIC UTILITIES 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 generally
secured by the revenues derived from mortgages purchased with the proceeds
of the bond issue. It is extremely difficult to predict the supply of
available mortgages to be purchased with the proceeds of an issue or the
future cash flow from the underlying mortgages. Consequently, there are
risks that proceeds will exceed supply, resulting in early retirement of
bonds, or that homeowner repayments will create an irregular cash flow.
Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways or other transit facilities.
Airport bonds are dependent on the general stability of the airline
industry and on the stability of a specific carrier that uses the airport
as a hub. Air traffic generally tracks broader economic trends and is also
affected by the price and availability of fuel. Toll road bonds are also
affected by the cost and availability of fuel as well as toll levels, the
presence of competing roads, and the general economic health of the area.
Fuel costs and availability also affect other transportation-related
securities, as does the presence of alternate forms of transportation, such
as public transportation.
WATER AND SEWER. Water and sewer revenue bonds are often considered to have
relatively secure credit as a result of their issuer's importance, monopoly
status, and generally unimpeded ability to raise rates. Despite this, lack
of water supply due to insufficient rain, run-off, or snow pack is a
concern that has led to past defaults. Further, public resistance to rate
increases, costly environmental litigation, and Federal environmental
mandates are challenges faced by issuers of water and sewer bonds.
PHYSICAL COMMODITIES. As a practical matter, investments in 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.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
REFUNDING CONTRACTS. A fund may purchase securities on a when-issued basis
in connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and a fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that
may be several months or several years in the future. A fund generally will
not be obligated to pay the full purchase price if it fails to perform
under a refunding contract. Instead, refunding contracts generally provide
for payment of liquidated damages to the issuer (currently 15-20% of the
purchase price). A fund may secure its obligations under a refunding
contract by depositing collateral or a letter of credit equal to the
liquidated damages provisions of the refunding contract. When required by
SEC guidelines, a fund will place liquid assets in a segregated custodial
account equal in amount to its obligations under refunding contracts.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect a fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's (except Equity Growth's) current policy to
engage in repurchase agreement transactions with parties whose
creditworthiness has been reviewed and found satisfactory by FMR. Equity
Growth will engage in repurchase agreement transactions only with banks of
the Federal Reserve System and primary dealers in U.S. Government
securities.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. A fund will
enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of a fund's assets and may be
viewed as a form of leverage.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SHORT SALES. A fund may enter into short sales with respect to stocks
underlying its convertible security holdings. For example, if FMR
anticipates a decline in the price of the stock underlying a convertible
security a fund holds, it may sell the stock short. If the stock price
subsequently declines, the proceeds of the short sale could be expected to
offset all or a portion of the effect of the stock's decline on the value
of the convertible security. A fund currently intends to hedge no more than
15% of its total assets with short sales on equity securities underlying
its convertible security holdings under normal circumstances.
When a fund enters into a short sale, it will be required to set aside
securities equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and will be
required to hold them aside while the short sale is outstanding. A fund
will incur transaction costs, including interest expense, in connection
with opening, maintaining, and closing short sales.
SOVEREIGN DEBT OBLIGATIONS. A fund may purchase sovereign debt instruments
issued or guaranteed by foreign governments or their agencies, including
debt of Latin American nations or other developing countries. Sovereign
debt may be in the form of conventional securities or other types of debt
instruments such as loans or loan participations. Sovereign debt of
developing countries may involve a high degree of risk, and may be in
default or present the risk of default. Governmental entities responsible
for repayment of the debt may be unable or unwilling to repay principal and
interest when due, and may require renegotiation or rescheduling of debt
payments. In addition, prospects for repayment of principal and interest
may depend on political as well as economic factors.
STANDBY COMMITMENTS are puts that entitle holders to same-day settlement at
an exercise price equal to the amortized cost of the underlying security
plus accrued interest, if any, at the time of exercise. A fund may acquire
standby commitments to enhance the liquidity of portfolio securities.
Ordinarily a fund will not transfer a standby commitment to a third party,
although it could sell the underlying municipal security to a third party
at any time. A fund may purchase standby commitments separate from or in
conjunction with the purchase of securities subject to such commitments. In
the latter case, a fund would pay a higher price for the securities
acquired, thus reducing their yield to maturity.
Issuers or financial intermediaries may obtain letters of credit or other
guarantees to support their ability to buy securities on demand. FMR may
rely upon its evaluation of a bank's credit in determining whether to
purchase an instrument supported by a letter of credit. In evaluating a
foreign bank's credit, FMR will consider whether adequate public
information about the bank is available and whether the bank may be subject
to unfavorable political or economic developments, currency controls, or
other governmental restrictions that might affect the bank's ability to
honor its credit commitment.
Standby commitments are subject to certain risks, including the ability of
issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by a fund; and the possibility that the maturities of the
underlying securities may be different from those of the commitments.
STRIPPED GOVERNMENT SECURITIES. Stripped securities are created by
separating the income and principal components of a debt instrument and
selling them separately. U.S. Treasury STRIPS (Separate Trading of
Registered Interest and Principal of Securities) are created when the
coupon payments and the principal payment are stripped from an outstanding
Treasury bond by the Federal Reserve Bank. Bonds issued by government
agencies also may be stripped in this fashion.
Privately stripped government securities are created when a dealer deposits
a Treasury security or federal agency security with a custodian for
safekeeping and then sells the coupon payments and principal payment that
will be generated by this security. Proprietary receipts, such as
Certificates of Accrual on Treasury Securities (CATS), Treasury Investment
Growth Receipts (TIGRS), and generic Treasury Receipts (TRs), are stripped
U.S. Treasury securities that are separated into their component parts
through trusts created by their broker sponsors. Bonds issued by government
agencies also may be stripped in this fashion.
Because of the SEC's views on privately stripped government securities, a
fund must evaluate them as it would non-government securities pursuant to
regulatory guidelines applicable to all money market funds. A fund
currently intends to purchase only those privately stripped government
securities that have either received the highest ranking from two
nationally recognized rating services (or one, if only one has rated the
security) or, if unrated, have been judged to be of equivalent quality by
FMR pursuant to procedures adopted by the Board of Trustees.
STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. Government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities. The holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage-backed security, while
the holder of the "interest-only" security (IO) receives interest payments
from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates. As interest rates fall, prepayment
rates tend to increase, which tends to reduce prices of IOs and increase
prices of POs. Rising interest rates can have the opposite effect.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of investments or market
factors. Depending on their structure, swap agreements may increase or
decrease a fund's exposure to long-or short-term interest rates (in the
United States or abroad), foreign currency values, mortgage securities,
corporate borrowing rates, or other factors such as security prices or
inflation rates. Swap agreements can take many different forms and are
known by a variety of names. A fund is not limited to any particular form
of swap agreement if FMR determines it is consistent with a fund's
investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
rights to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if a fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease a fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by a fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. A fund expects to be able to eliminate its
exposure under swap agreements either by assignment or other disposition,
or by entering into an offsetting swap agreement with the same party or a
similarly creditworthy party.
A fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
TENDER OPTION BONDS are created by coupling an intermediate-or long-term,
tax-exempt bond (generally held pursuant to a custodial arrangement) with a
tender agreement that gives the holder the option to tender the bond at its
face value. As consideration for providing the tender option, the sponsor
(usually a bank, broker-dealer, or other financial institution) receives
periodic fees equal to the difference between the bond's fixed coupon rate
and the rate (determined by a remarketing or similar agent) that would
cause the bond, coupled with the tender option, to trade at par on the date
of such determination. After payment of the tender option fee, a fund
effectively holds a demand obligation that bears interest at the prevailing
short-term tax-exempt rate. In selecting tender option bonds for a fund,
FMR will consider the creditworthiness of the issuer of the underlying
bond, the custodian, and the third party provider of the tender option. In
certain instances, a sponsor may terminate a tender option if, for example,
the issuer of the underlying bond defaults on interest payments.
VARIABLE OR FLOATING RATE OBLIGATIONS, including certain participation
interests in municipal instruments, have interest rate adjustment formulas
that help stabilize their market values. Many variable and floating rate
instruments also carry demand features that permit a fund to sell them at
par value plus accrued interest on short notice.
In many instances bonds and participation interests have tender options or
demand features that permit a fund to tender (or put) the bonds to an
institution at periodic intervals and to receive the principal amount
thereof. The funds consider variable rate instruments structured in this
way (Participating VRDOs) to be essentially equivalent to other VRDOs they
purchase. The IRS has not ruled whether the interest on Participating VRDOs
is tax-exempt, and, accordingly, the funds intend to purchase these
instruments based on opinions of bond counsel. The funds may also invest in
fixed-rate bonds that are subject to third party puts and in participation
interests in such bonds held by a bank in trust or otherwise.
WARRANTS are securities that give a fund the right to purchase equity
securities from the issuer at a specific price (the strike price) for a
limited period of time. The strike price of warrants typically is much
lower than the current market price of the underlying securities, yet they
are subject to similar price fluctuations. As a result, warrants may be
more volatile investments than the underlying securities and may offer
greater potential for capital appreciation as well as capital loss. 
Warrants do not entitle a holder to dividends or voting rights with respect
to the underlying securities and do not represent any rights in the assets
of the issuing company. Also, the value of the warrant does not necessarily
change with the value of the underlying securities, and a warrant ceases to
have value if it is not exercised prior to expiration date. These factors
can make warrants more speculative than other types of investments.
ZERO COUPON BONDS 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 dividends, a fund takes into account as income a portion of
the difference between a zero coupon bond's purchase price and its face
value.
   A broker-dealer creates a DERIVATIVE ZERO by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of derivative zeros.
The Federal Reserve Bank creates STRIPS (Separative Trading of Registered
Interest and Principal of Securities) by separating the interest and
principal components of an outstanding U.S. Treasury bond and selling them
as individual securities. Bonds issued by the Resolution Funding
Corporation (REFCORP) and the Financing Corporation (FICO) can also be
separated in this fashion. ORIGINAL ISSUE ZEROS are zero coupon securities
originally issued by the U.S. government, a government agency, or a
corporation in zero coupon form.    
The following paragraph restates fundamental policies previously disclosed
in the above descriptions of security types and investment practices.
FUNDAMENTAL POLICIES: It is the policy of Equity Growth to engage in
repurchase agreement transactions only with banks of the Federal Reserve
System and primary dealers in U.S. Government securities.
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. The companies in which a fund
may invest include those involved in the energy industry, industrial
materials (chemicals, base metals, timber and paper) and agricultural
materials (grain cereals). 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. 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. Economic
prospects are changing due to recent government attempts to reduce
restrictions against foreign investments. 
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. A fund may elect to participate in new
equity issues or initial public offerings of Canadian companies.
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.
The United States-Canada Free Trade Agreement, which became effective in
January 1989, will be phased in over a period of ten years. This agreement
will remove tariffs on U.S. technology and Canadian agricultural products
in addition to removing trade barriers affecting other important sectors of
each country's economy. Canada, the United States, and Mexico have
implemented the North American Free Trade Agreement (NAFTA), which was
entered into in 1994. This cooperation is expected to lead to increased
trade    and reduced trade barriers.    
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
number of markets. The region has been in transition over the last five
years from the stagnant 1980s, which were characterized by poor economic
policies, higher international interest rates, and limited access to new
foreign capital. 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. 
High inflation and low economic growth have given way to stable, manageable
inflation rates and higher economic growth, although political turmoil
(including assassinations) continues in some countries. 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 modernize the Latin American
economies and regenerate growth in the region. Various trade agreements
have also been formed within the region, including the Andean Pact,
Mercosur, and NAFTA. NAFTA, which was implemented on January 1, 1994, is
the largest of these agreements.
Latin American equity markets can be extremely volatile and in the past
have shown little correlation with the U.S. market. Currencies have
typically been weak, given high inflation rates, but have stabilized more
recently. Most currencies are not free floating, but wide fluctuations in
value over relatively short periods of time can still occur due to changes
in the market.
Mexico's economy has been transformed significantly over the last six to
seven years. In the past few years, the government has sold the telephone
company, the major steel companies, the banks, and many other industries.
The remaining major state ownership is in the oil and electricity sectors.
The United States is Mexico's major trading partner, accounting for
two-thirds of its exports and imports. The Mexican government, in
consultation with international economic agencies, is implementing programs
to stabilize the economy and foster growth. For example, Mexico, the United
States, and Canada implemented NAFTA. This cooperation is expected to lead
to increased trade and reduced trade barriers.
In the early 1980s, Mexico experienced a foreign debt crisis. By 1987,
foreign debt had reached prohibitive levels, accounting for 90% to 95% of
Gross Domestic Product (GDP), thus draining Mexico of its resources. 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. In addition, continued political unrest,
particularly in southern Mexico, and uncertainty as to the effectiveness of
reforms have recently had an adverse impact on economic development. 
Brazil entered the 1990s with declining real growth, runaway inflation, an
unserviceable foreign debt of $122 billion, and a lack of policy direction.
Over the last two years, Brazil has stabilized its domestic economy through
a relentless process of balancing the government budget, the privatization
of state enterprises, deregulation and reduction of red tape, and the
introduction of greater competition into the domestic business environment.
Inflation has been reduced from 50% per month to about 3% per month since
mid 1994. A major long-run strength is Brazil's natural resources. Iron
ore, bauxite, tin, gold, and forestry products make up some of Brazil's
natural resource base, which includes some of the largest mineral reserves
in the world. In terms of population, Brazil is the sixth largest country
in the world with about 155 million people, and represents a huge domestic
market.
Chile, like Brazil, is endowed with considerable mineral resources,
particularly copper, which accounts for 40% of total exports. Economic
reform has been ongoing in Chile for at least 15 years, but political
democracy has only recently returned. 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 in
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. Thanks to
structural reforms, the revitalized Argentine economy has been among the
top three fastest growing economies in the world over the last three years.
The newly created Argentine economic institutions have integrated the
country with the rest of the world, leaving the state to concentrate on its
essential functions. Privatization is ongoing and should reduce the amount
of external debt outstanding. The markets for labor, capital, and goods and
services have been deregulated. Nearly all non-tariff barriers and export
taxes have been eliminated, the tariff structure has been simplified, and
tariffs have been sharply reduced.
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. 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.
EMERGING MARKETS: LATIN AMERICA
MARKET CAPITALIZATION IN U.S. DOLLARS
JUNE 1995
            MILLIONS    
 
Argentina    $ 33,498   
 
Brazil        149,110   
 
Chile         83,453    
 
Colombia      18,176    
 
Mexico        93,638    
 
Peru          9,997     
 
Venezuela     4,936     
 
Source: IFC (International Finance Corporation, Second Quarter 1995)
REAL GDP ANNUAL RATE OF GROWTH (ANNUAL % CHANGE)
1994
Argentina   7.1%   
 
Brazil      5.7%   
 
Chile       4.2%   
 
Mexico      3.5%   
 
Venezuela   3.3%   
 
Source: World Economic Outlook, May 1995
(International Monetary Fund. Figures are quoted based on each country's
domestic currency.)
For national stock market index performance, please see the section of
"Performance" beginning on page .
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. 
The success of market reforms and a surge in infrastructure spending have
fueled rapid growth in many developing countries in Asia. Rapidly rising
household incomes have fostered large middle classes and new waves of
consumer spending. The increases in infrastructure and consumer spending
have made domestic demand the growth engine for these countries. Thus,
their growth now depends less upon exports to Organization for Economic
Cooperation and Development (OECD) countries. While exports may no longer
be the sole source of growth for developing economies, improved
competitiveness in export markets has contributed to growth in many of
these nations. The increased productivity in many Asian countries has
enabled them to achieve, or maintain, their status as top exporters while
improving their national living standards.
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.
The country enjoys an able bureaucracy that has maintained economic policy
during the country's many coups. In recent years, the risk of a coup has
diminished, but corruption remains widespread.
Hong Kong's impending return to Chinese dominion in 1997 has not initially
had a positive effect on its economic growth, which was vigorous in the
1980s. 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, where it is the largest foreign investor,
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. Real
GDP grew about 8.3% in 1994. Both South Korea and North Korea joined the
United Nations separately in late 1991, creating another forum for
negotiation and joint cooperation. The reunification of North and South
Korea could have a detrimental effect on the economy of South Korea.
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. Dependent on
oil prices during the 1980s, its manufactured products now predominate,
contributing 21% of GDP. Indonesia's development is progressing smoothly,
and it has become the world's twelfth largest economy.
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 and monetary policies. Malaysia's
high export dependence level leaves it vulnerable to recession in the OECD
countries or to a fall in world commodity prices.
India is one of the world's top fifteen industrial nations and has
considerable natural resources. The government exercises significant
influence over many aspects of the economy. Accordingly, future government
actions could have a significant effect on private sector companies, market
conditions, and prices and yields of securities of Indian issuers held by a
fund. Policymakers in India actively encourage foreign direct investment,
particularly in labor intensive industries. In addition, Indian stock
exchanges rely entirely on delivery of physical share certificates and have
experienced operational difficulties. These problems have included the
existence of fraudulent shares in the market, failed trades, and delays in
the settlement and registration of securities transactions. Indian stock
exchanges have in the past been forced to close for political reasons; for
example, a brokers' strike closed the exchange for ten days in December
1993, and there is no assurance that the exchanges will not be forced to
close again.
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 1994, the growth
rate in Japan slowed to 0.6% and its budget showed a deficit of 7.8% of
GDP. 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 1980s supported high rates of investment
and consumer spending on durable goods, but both of these components of
demand have now retreated sharply following the decline in asset prices.
Japan is suffering its worst recession in two decades. Profits have fallen
sharply, unemployment has reached an historical high of 3.2%, and consumer
confidence is low. The banking sector has experienced a sharp rise in
non-performing loans, and strains in the financial system may continue.
Nine discount rate cuts since their peak of 6% in 1991, a succession of
fiscal stimulus packages, support plans for the debt-burdened financial
system, and spending for reconstruction following the Kobe earthquake
should help to contain recessionary forces, but substantial uncertainties
remain. The general government position has deteriorated as a result of
weakening economic growth, as well as stimulative measures taken recently
to support economic activity and to restore financial stability.
In addition to a cyclical downturn, Japan is suffering through structural
adjustments. Like the Europeans, the Japanese have seen a deterioration in
their competitiveness due to high wages, a strong currency, and structural
rigidities. Japan has also become a mature industrial economy and, as a
result, will see its long-term growth rate slow down over the next ten
years. Finally, Japan is reforming its political process and deregulating
its economy. These activities have resulted in turmoil, uncertainty, and a
crisis of confidence.
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. Some trade agreements between the countries
have reduced the friction caused by the current trade imbalance. A record
high value for the Yen in the first half of 1995 threatened to derail
Japan's recovery from a long economic downturn, mainly because it made
Japanese products more expensive overseas and eroded the value of foreign
earnings when repatriated to Japan. However, the recent easing of the Yen's
value has created expectations that Japanese earnings will improve for the
fiscal year ending March 1996.
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 could have a significant negative impact on its economy. 
EMERGING MARKETS: ASIA
MARKET CAPITALIZATION IN U.S. DOLLARS
JUNE 1995
              MILLIONS    
 
India           147,210   
 
Indonesia       52,243    
 
Korea           178,670   
 
Malaysia        224,176   
 
Pakistan        9,469     
 
Philippines     55,038    
 
Sri Lanka       2,259     
 
Taiwan          186,822   
 
Thailand        150,584   
 
Source: IFC (International Finance Corporation, Second Quarter 1995)
REAL GDP ANNUAL RATE OF GROWTH (ANNUAL % CHANGE)
1994
China         12.0%   
 
Hong Kong     5.7%    
 
India         4.9%    
 
Indonesia     7.0%    
 
Japan         n/a     
 
Korea         8.3%    
 
Malaysia      8.5%    
 
Philippines   4.5%    
 
Singapore     7.0%    
 
Taiwan        6.2%    
 
Thailand      8.5%    
 
Source: World Economic Outlook, May 1995
(International Monetary Fund. Figures are quoted based on each country's
domestic currency.)
For national stock market index performance, please see the section of
"Performance" beginning on page .
SPECIAL CONSIDERATIONS AFFECTING EUROPE 
New developments surrounding the creation of a unified common market in
Europe have helped to reduce physical and economic barriers promoting the
free flow of goods and services throughout Western Europe. These new
developments could make this new unified market one of the largest in the
world. However, in 1993, Europe's economies began to slow and subsequently
slid into recession as tight monetary conditions and lack of progress
toward inflation convergence and budgetary consolidation in many countries
weakened consumer and business confidence. More generally, the turbulence
in the foreign exchange markets since the middle of 1992 and escalating
tensions over trade contributed to increased uncertainty in many countries.
The U.S. dollar continued on its downward track with respect to both the
German Mark and many other of Europe's currencies such as the Italian Lira,
the Spanish Peseta, and the Swedish Krona, the value of which have been
affected by political uncertainties and fiscal problems.
   Europe's economies began to improve in 1995 as continued growth in the
United States and the countries of Southeast Asia provided the foundation
for an export-led recovery. Thus recovery was aided by a sharp rebound of
the U.S. dollar after it had reached postwar lows in the spring of 1995.
The Eastern European countries, after several years of declining output,
have generally shown dramatic growth in 1994 and 1995. Despite formidable
obstacles and major differences among countries and regions, many nations
are making substantial progress in their efforts to become market-oriented
economies. However, these economies are becoming increasingly disparate and
the     experience of countries in the region varies markedly. Those
nations making the most successful transition include Poland, the Czech
Republic, and Hungary, while some of the former Soviet republics continue
to suffer from the consequences of the break up of the Soviet Union and
have made little progress in implementing effective market-oriented
reforms. Key aspects of the reform and stabilization efforts have not yet
been fully implemented, and risks of policy slippage remain. In the Russian
Federation and most other countries of the former Soviet Union, economic
conditions are of particular concern because of economic instability due to
political unrest and armed conflicts in many regions.
Notwithstanding the economic difficulties in many countries, recent
positive developments offer hope for a cooperative growth strategy in the
near term, which could also permit a strengthening of global economic
performance over the medium term. Many developing countries are reaping the
fruits of sustained reform and stabilization efforts. Efforts to enhance
assistance to countries affected by the transition to a market-based
trading system that is occurring in central Europe and the former Soviet
Union, and to low-income countries to support strengthened stabilization
and restructuring efforts, are moving forward. In Europe, exchange market
tensions have eased, interest rates have been falling, and may continue to
do so as evidence of the waning inflationary pressures accumulates.
The European Community (EC) consists of Belgium, Denmark, France, Germany,
Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, and
the United Kingdom (the member states). In 1986, the member states of the
EC signed the "Single European Act," an agreement committing these
countries to the establishment of a market among themselves, unimpeded by
internal barriers or hindrances to the free movement of goods, persons,
services, or capital. To meet this goal, a series of directives have been
issued to the member states. Compliance with these directives is designed
to eliminate three principal categories of barriers: 1) physical frontiers,
such as customs posts and border controls; 2) technical barriers (which
include restrictions operating within national territories) such as
regulations and norms for goods and services (product standards);
discrimination against foreign bids (bids by other EC members) on public
purchases; or restrictions on foreign requests to establish subsidiaries;
and 3) fiscal frontiers, notably the need to levy value-added taxes,
tariffs, or excise taxes on goods or services imported from other EC
states.
The ultimate goal of this project is to achieve a large unified domestic
European market in which available resources would be more efficiently
allocated through the elimination of the above-mentioned barriers and the
added costs associated with those barriers. Elimination of these barriers
would simplify product distribution networks, allow economies of scale to
be more readily achieved, and free the flow of capital and other resources.
The Maastricht Treaty on economic and monetary union (EMU) attempts to
provide its members with a stable monetary framework consistent with the
EC's broad economic goals. But until the EMU takes effect, which is
intended to occur between 1997 and 1999, the community will face the need
to reinforce monetary cooperation in order to reduce the risk of a
recurrence of tensions between domestic and external policy objectives.
The total European market, as represented by both EC and non-EC countries,
consists of over 328 million consumers, making it larger currently than
either the U.S. or Japanese markets. European businesses compete nationally
and internationally in a wide range of industries including:
telecommunications and information services, roads and transportation,
building materials, food and beverages, broadcast and media, financial
services, electronics, and textiles. Actual and anticipated actions on the
part of member states to conform to the unified Europe directives has
prompted interest and activity not only by European firms, but also by
foreign entities anxious to establish a presence in Europe that will result
from these changes. Indications of the effect of this response to a unified
Europe can be seen in the areas of mergers and acquisitions, corporate
expansion and development, GDP growth, and national stock market activity.
The early experience of the former centrally planned economies has already
demonstrated the crucially important link between structural reforms,
macroeconomic stabilization, and successful economic transformation. Among
the central European countries, the Czech Republic, Hungary, and Poland
have made the greatest progress in structural reform; inflationary
pressures in those countries have abated following price liberalization,
and output has begun to recover. These achievements will be difficult to
sustain, however, in the absence of strong efforts to contain the large
fiscal deficits that have accompanied the considerable losses of output and
tax revenue since the start of the reform process.
In the Baltic countries there are encouraging signs that reforms are taking
hold and are being supported by strong stabilization efforts. In most other
countries of the former Soviet Union, in contrast, inadequate stabilization
efforts now threaten to lead to hyper-inflation, which could derail the
reform process. Inflation, which had abated following the immediate impact
of price liberalization in early 1992, surged to extremely high levels in
late 1992 and early 1993. The main reason for this development has been
excessive credit expansion to the government and to state enterprises. The
transformation process is being seriously hampered by the widespread
subsidization of inefficient enterprises and the resulting misallocation of
resources. The lack of effective economic and monetary cooperation among
the countries of the former Soviet Union exacerbates other problems by
severely constraining trade flows and impeding inflation control. Partly as
a result of these difficulties, some countries have decided that the
introduction of separate currencies offers the best hope for avoiding
hyper-inflation and for improving economic conditions. This development can
facilitate the implementation of stronger stabilization programs. Economic
conditions in the former Soviet Union have continued to deteriorate. Real
GDP in Russia fell 11.9 percent in 1993, after an 18 percent decline in
1992. In many other countries of the region, output losses have been even
larger. These declines reflect the adjustment difficulties during the early
stages of the transition, high rates of    inflation, the compression of
imports, disruption in trade among the countries of the former Soviet
Union, and uncertainties about the reform process itself. Large-scale
subsidies are delaying industrial restructuring and are exacerbating the
fiscal situation. A reversal of these adverse factors is not anticipated in
the near term, and output is expected to decline further in most of these
countries.    
Economic conditions appear to have improved for some of the transition
economies of central Europe during the past year. Following three
successive years of output declines, there has been a turnaround in the
Czech Republic and the Slovak Republic, Hungary and Poland; growth in
private sector activity and strong exports, especially to Western Europe,
now appear to have contained the fall in output. Most central European
countries in transition have achieved positive real growth in 1994 and 1995
as market reforms deepen. The strength of the projected output gains will
depend crucially on the ability of the reforming countries to contain
fiscal deficits and inflation and on their continued access to, and success
in, export markets. A number of their governments, including those of
Hungary 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. At present, no Eastern European country
has a developed stock market, but Poland, Hungary and the Czech Republic
have small securities markets in operation. Ethnic and civil conflicts
currently continue throughout the former Yugoslavia. Although there has
been recent progress toward a peaceful settlement of these conflicts, the
outcome remains uncertain.
Both the EC and Japan, among others, have made overtures to establish
trading arrangements and assist in the economic development of the Eastern
European nations. In the rest of Europe, monetary policy and financial
market developments have been dominated by the currency turmoil that began
in September 1992. At the same time, conditions are improving for
significant reductions of official interest rates in Europe, which should
help to contain recessionary forces and provide support to the overall
economic recovery in the regions by early 1996. With the passage of the
General Agreement on Trade and Tariffs earlier this year, Europe has taken
a step forward in resisting protectionist pressures. Interest rates
continue to decline, but some countries' tight monetary conditions remain
an obstacle to stronger growth and a threat to exchange market stability.
However, in the long term, economic unification could prove to be an engine
for domestic and international growth.
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.
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 continuing 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.
REAL GDP ANNUAL RATE OF GROWTH (ANNUAL % CHANGE)
1994
Denmark          4.6%   
 
France           2.5%   
 
Germany          2.9%   
 
Italy            2.5%   
 
Netherlands      2.4%   
 
Spain            1.9%   
 
Switzerland      2.0%   
 
United Kingdom   3.8%   
 
Source: World Economic Outlook, May 1995
(International Monetary Fund. Figures are quoted based on each country's
domestic currency.)
For national stock market index performance, please see the section of
"Performance" beginning on page .
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, diamonds,
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 (which include 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. Although racial
discord in South Africa appears to have been 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' GDP. However, the general decline in oil prices has
had an adverse impact on many economies.
SPECIAL CONSIDERATIONS AFFECTING NEW YORK
The financial condition of New York State (the State), its public
authorities and public benefit corporations (the Authorities) and its local
governments, particularly The City of New York (the City), could affect the
market values and marketability of, and therefore the net asset value per
share and the interest income of New York Municipal Income Fund or result
in the default of existing obligations, including obligations which may be
held by the fund. The following section provides only a brief summary of
the complex factors affecting the financial situation in New York and is
based on information obtained from the State, certain of its Authorities,
the City and certain other localities, as publicly available on the date of
this SAI. The information contained in such publicly available documents
has not been independently verified. It should be noted that the
creditworthiness of obligations issued by local issuers may be unrelated to
the creditworthiness of the State, and that there is no obligation on the
part of the State to make payment on such local obligations in the event of
default in the absence of a specific guarantee or pledge provided by the
State.
The State and the City are facing serious financial difficulties and each
has a decline in their credit standings. S&P and Moody's have each assigned
ratings for the State's general obligation bonds that are among the three
lowest of those states with rated general obligation bonds. S&P and Moody's
have each assigned ratings for the City's general obligations that are
among the four lowest of those cities with rated general obligation bonds.
The ratings of certain related debt of other issuers for which the State
has an outstanding moral obligation, lease purchase, guarantee or other
contractual obligation are generally linked directly to the State's rating.
Should the financial condition of the State, its Authorities, or its local
governments deteriorate, their respective credit ratings could be further
reduced, and the market value and marketability of their outstanding notes
and bonds could be adversely affected, and their respective access to the
public credit markets jeopardized.
   ECONOMIC FACTORS. New York is the third most populous state in the
nation, and has a relatively high level of personal wealth. However, the
State economy has grown more slowly than that of the nation as a whole,
resulting in the gradual erosion of its relative economic affluence (due to
factors such as relative costs for taxes, labor, and energy). The State's
economy is diverse, with a comparatively large share of the nation's
financial, insurance, transportation, communications, and services
employment, and a very small     share of the nations' farming and mining
activity. New York has a declining proportion of its workforce engaged in
manufacturing and increasing proportion engaged in service industries. The
State, therefore is likely to be less affected than the nation as a whole
during an economic recession concentrated in construction and manufacturing
sectors of the economy, but is likely to be more affected during a
recession concentrated in the service-producing sector. The State's
manufacturing and maritime base have been seriously eroded, as illustrated
by the decline of the steel industry in the Buffalo area and of the apparel
and textile industries in the City. In addition, the City experienced
substantial socio-economic changes, as a large segment of its population
and a significant share of corporate headquarters and other businesses
relocated (many out-of-state).
Both the State and the City experienced substantial revenue increases in
the mid-1980s attributable directly and indirectly to growth in new jobs,
rising profits, and capital appreciation derived from the finance sector of
the City's economy. The finance sector's growth was a catalyst for the New
York City metropolitan region's related business and professional services,
retail trade and residential and commercial real estate markets. The then
rising real estate market contributed to City revenues, as higher property
values and new construction added to collections from property taxes,
mortgage recording, and transfer taxes and sales taxes on building
materials. The boom on Wall Street more than compensated for the continued
erosion of the State's (and the City's) manufacturing and maritime base,
since average wages in finance and related business and professional
services were substantially higher (thereby providing a net increase of
higher incomes, taxed at even higher marginal rates).
During the calendar years 1984 through 1991, the State's rate of economic
expansion was somewhat slower than that of the nation as a whole. In the
1990-91 national recession, the economy of the Northeast region in general
and the State in particular was more heavily damaged than that of the rest
of the nation and has been slower to recover. Although the national economy
began to expand in 1991, the State economy remained in recession until
1993, when employment growth resumed. Employment growth has been hindered
during recent years by significant cutbacks in the computer and instrument
manufacturing, utility and defense industries. Personal income increased
substantially in 1992 and 1993 and the State economy entered the third year
of a slow recovery in 1995. Most of the growth occurred in the trade,
construction and service industries, with business, social services and
health sectors accounting for most of the service industry growth.
According to assumptions contained in the State financial plan for fiscal
year 1995-1996 issued on June 20, 1995 (the 1995-96 State Financial Plan),
employment is expected to grow slightly during 1995, although the rate of
increase is expected to be below the rate experienced in 1994 due to
cutbacks in federal spending and employment,    as well as continued
corporate downsizing. The Mid-Year Update to the 1995-96 State Financial
Plan issued on October 25, 1995 (the Mid-Year Update) contains a marginally
weaker economic forecast than that contained in the initial 1995-96 State
Financial Plan, and predicts a significant slowing of State employment
growth during calendar year 1996, due to the forecasted slackening pace of
national economic growth, industry consolidating, and governmental
employment.    
Notwithstanding the State budget for fiscal year 1995-96 which enacts
significant tax and program reductions, the State can expect to confront
structural deficits in future years. The 1995-96 State Financial Plan
includes actions that will have an effect on the budget outlook for fiscal
year 1996-97 and beyond. In part, the 1995-96 State Financial Plan reflects
actions which provide nonrecurring measures (sometimes referred to as
"one-shots") variously estimated to provide $900 million to $1.0 billion of
savings. Additionally, the three-year plan to reduce State personal income
taxes, as discussed below briefly, will decrease State tax receipts by an
estimated $1.7 billion in fiscal year 1996-97. Similarly, other actions
taken to reduce disbursements in the State's 1995-96 fiscal year, such as
reductions in the State workforce and Medicaid and welfare expenditures,
are expected to provide greater reductions in future fiscal years. The net
impact of these and other factors is expected to produce a potential
imbalance in receipts and disbursements for State fiscal year 1996-97 and
future fiscal years.
   Further, there can be no assurance that the State economy will not
experience worse-than-predicted results in the 1995-96 fiscal year with
corresponding material and adverse effects on the State's projections of
receipts and disbursements. Although the Mid-Year Update (Third-quarter
update) projects a continued balance in the 1995-96 State Financial Plan,
downward revisions have been made to the estimates of both receipts and
disbursements. As the 1995-96 State Financial Plan and the updates thereto
are based upon forecasts of national and State economic activity, it should
be noted that many uncertainties exist in such forecasts, including federal
financial and monetary policies, the availability of credit and the
condition of the world economy. In addition, the economic and financial
condition of the State may be affected by various financial, social,
economic and political factors. These factors can be complex, may vary from
year to year and are frequently the results of actions taken not only by
the State and its agencies and instrumentalities, but also by other
entities, such as the federal government, that are not under the control of
the State.    
The fiscal health of the State may also be impacted by the fiscal health of
the City. Although the City has had a balanced budget since 1981, estimates
of the City's future revenues and expenditures are subject to various
uncertainties. For example, the effects of the October 1987 stock market
crash and the 1990-92 national recession have had a disproportionately
adverse impact on the New York City metropolitan region, as private sector
job losses since 1989 have offset all the prior employment gains of the
1980s. Declines in both employment and earnings in the finance sector
contributed to declines in retail sales and real estate values. In
addition, a number of widely publicized bankruptcies among highly leveraged
retailing, brokerage and real estate development companies occurred. The
effects of the recession have extended to banking, insurance, business
services (such as law, accounting and advertising), publishing and
communications. Factors which may inhibit the City's economic recovery
include (i) credit restraints imposed by the weak financial condition of
several major money center banks located in the City; (ii) increases in
combined State and local tax burdens, if uncompetitive tax rates are
imposed; (iii) perceived declines in the quality of life attributable to
service reductions and the deterioration of the City's infrastructure; (iv)
additional employment losses in the City's banking sector or corporate
headquarters complex due to further corporate relocations or
restructurings; or (v) increased expenditures for public health assistance
and care. The City's future economic condition will also likely be affected
by its competitive position as a world financial center (compared to
London, Tokyo, Frankfurt, and competing regional U.S. centers). Investors
should note that the budget for the City's 1996 fiscal year addresses a
projected $2.7 billion budget gap. Most of the budget-gap closing
initiatives may be implemented only with the cooperation of certain City
officials, the City's municipal unions, or the State or Federal
governments. No assurance can be given that such initiatives will be taken.
While the State's economy is broader-based than that of the City,
particular industries are concentrated in and have a disproportionate
impact on certain areas, such as heavy industry in Buffalo, photographic
and optical equipment in Rochester, machinery and transportation equipment
in Syracuse and Utica-Rome, computers in Binghamton and in the Mid-Hudson
Valley, and electrical equipment in the Albany-Troy-Schenectady area.
Constraints on economic growth, taxpayer resistance to proposed substantial
increases in local tax rates, and reductions in State aid in regions apart
from the City have contributed to financial difficulties for several county
and other local governments. 
THE STATE. As noted above, the financial condition of the State is affected
by several factors, including the strength of the State and its regional
economies, actions of the federal government, and State actions affecting
the level of receipts and disbursements. Owing to these and other factors,
the State may, in future years, face substantial potential budget gaps
resulting from a significant disparity between tax revenues projected from
a lower recurring receipts base and the future costs of maintaining State
programs at current levels. The State has been experiencing and continues
to experience substantial financial difficulties, with General Fund (the
principal operating account) deficits incurred during the fiscal years
1989-1990 through 1991-1992. The State's accumulated General Fund deficit
(on a GAAP basis) grew 91% from FY1986-87 to FY1990-91, and reached a
then-record $6.265 billion (audited) by March 31, 1991. An accumulated
General Fund deficit at March 31, 1993 was restated to be $2.551 billion.
The State ended its 1993-94 fiscal year with a negative fund balance of
$1.637 billion. This represented an improvement over prior years, primarily
due to an improving national and State economy resulting in
higher-than-expected receipts from personal income tax and various business
taxes and the relative success of the New York Local Government Assistance
Corporation (LGAC). The General Fund showed an operating surplus of $914
million (on a GAAP basis). The State's 1994-95 fiscal year budget was
adopted on June 8, 1994, more than two months after the beginning of    the
State's fiscal year. The State ended its FY 1994-95 reporting a General
Fund operating deficit of $1.426 billion, primarily due to changes in
accounting methodologies used by the State Comptroller and the use of
$1.026 billion of the FY 1993-94 cash surplus to fund operating expenses in
FY 1994-95. These factors were offset by net proceeds of $315 million of
bonds issued by LGAC. Actual receipts reported fell short of original
projections, primarily in the categories of business taxes. These
shortfalls were offset by better than expected performance in the remaining
taxes, principally the user taxes and fees. Total expenditures for FY
1994-95 increased $2.083 billion, or 6.7% over the prior fiscal year.
On June 7, 1995, the New York State legislature passed the final
legislation regarding the State's 1995-96 budget. Both the enacted budget
bills for 1995-96 and the 1995-96 State Financial Plan include reductions
in the actual level of spending from that which occurred in the 1994-95
fiscal year and project reductions in Medicaid and State Authority
operating costs. The 1995-96 budget     also projects an approximate
increase of 3% in all governmental funds over the amounts received in
fiscal year 1994-95 and includes the phase-in of a three-year reduction in
the State's personal income tax. The Governor released his proposed budget
for FY 1996-97 on December 15, 1995 (the 1996-97 Executive Budget), 30 days
in advance of the constitutionally-mandated release date. The 1996-97
Executive Budget projects a $3.9 billion budget gap, which it proposes to
close largely by Medicaid cost containment measures (approximately $1.0
billion), welfare reform (approximately $240 million) and restructuring of
the state healthcare delivery system (approximately $470 million). The
phased reduction of the State's personal income tax is continued in the
1996-97 Executive Budget. There are risks and uncertainties concerning
whether or not certain spending and tax cuts will be upheld if challenged
in the courts. For example, the State Comptroller is challenging in court
the proposed use of certain pension reserves. If such suit is successful,
approximately $110 million would become unavailable as a source of
contribution to the balanced State budget. Finding an additional $110
million in reductions or from other sources may prove difficult.
Additionally, even if all spending and tax cuts contained in the State
budget are successfully implemented, resulting in a balanced budget for
fiscal year 1995-96, there can be no assurance that the State will not face
budget gaps in future years, resulting from a disparity between tax
revenues projected from a lower recurring-receipts base and the spending
required to maintain State programs at current levels. Furthermore, the
State is a party to numerous lawsuits in which an adverse decision could
require extraordinary expenditures. Certain major budgetary considerations
affecting the State are outlined below.
   REVENUE BASE. The State's principal revenue sources are economically
sensitive, and include the personal income tax (53% of fiscal year 1994-95
General Fund receipts and estimated to be approximately 54% of fiscal year
1995-96 General Fund receipts), user taxes and fees (20% of fiscal year
1994-95 and nearly 21% of estimated 1995-96 General Fund receipts,
respectively). Uncertainties in taxpayer behavior as a result of actual and
proposed changes in Federal tax law also can have an adverse impact on
State tax receipts.     One-fourth of the 4% State sales tax has been
dedicated to pay debt service of LGAC, and has correspondingly reduced
General Fund receipts. To the extent those moneys are not necessary for
payment to LGAC, they are transferred from the LGAC Tax fund to the General
Fund and reported as a transfer from other funds rather than as sales and
use tax receipts. During fiscal years 1991-92, 1992-93, 1993-94, and
1994-95 moneys were so transferred. Capital gains are a significant
component of income tax collections. Auto sales and building materials are
significant components of retail sales tax collections. Tax rates are
relatively high and may impose political and economic constraints on the
ability of the State to further increase its taxes. In 1995, the State
enacted a tax-reduction program designed to reduce, by 20 percent over
three years, receipts from the personal income tax. The tax had remained
unchanged since 1989 as a result of annual deferrals of tax reductions
originally enacted in 1987. The tax-reduction program is estimated to
reduce receipts by $515 million in the 1995-96 fiscal year, $1.7 billion in
the 1996-97 fiscal year and produce further significant reductions in
fiscal year 1997-98. In addition to such reductions in overall tax rates,
the tax-reduction program also includes other modifications to the tax laws
which will have the effect of lowering the amount of tax revenues to be
received by the State. In the absence of countervailing economic growth or
expenditure cuts, the tax cuts could make the achievement of a balanced
State budget more difficult in future years.
   A significant risk to the 1995-96 State Financial Plan arises from tax
legislation pending in the U.S. Congress. Changes to the federal tax
treatment of capital gains, if made, are likely to flow automatically to
the State personal income tax. Such changes, depending upon their precise
character and timing, as well as taxpayer response, could produce either
revenue gain or loss during the remainder of the State's 1995-96 fiscal
year.    
STATE DEBT. The State has the heaviest debt burden of any state (with
nearly $5.2 billion of long-term general obligations, $4.7 billion of LGAC
debt and $18 billion of lease-purchase or other contractual debt
outstanding as of March 31, 1995), and debt service costs absorb a large
share of the State's budget. As of March 31, 1995 the State is also
obligated with respect to nearly $7.0 billion for statutory moral
obligations for nine of its Authorities and for guarantees of $358 million
of other Authority debt. Historically, the State has had one of the largest
seasonal financing requirements of any municipal issuer, and was required
each spring to borrow substantial sums from public credit markets to
finance its accumulated General Fund deficit and its scheduled payments of
aid to local governments and school districts. To help reduce such seasonal
financing needs, the State created LGAC as a financing vehicle to finance
the State's local assistance payments by issuing long-term debt, payable
over 30 years from a portion of the State sales tax, as discussed above.
The State budget and State financial plan for fiscal year 1995-96 each
proposes to utilize the remainder of authorized but yet unissued LGAC
bonds. As of June 1995, LGAC had issued bonds and notes to provide net
proceeds of $4.7 billion, thus completing the LGAC program. The impact of
LGAC's borrowing is that the State is able to meet its cash flow needs in
the first quarter of the 1995-96 fiscal year without relying on short-term
seasonal borrowings. Neither the 1995-96 State financial plan nor the
1994-95 State Financial Plan included a spring borrowing, the first time in
35 years that there was no short-term borrowing. Investors should note that
the enabling legislation for LGAC contains a covenant restricting the
amount of any future State spring borrowing, which may reduce the State's
fiscal flexibility in future years. 
BUDGETARY FLEXIBILITY. A significant portion of the State's General Fund
budget is accounted for by contractually required expenses (such as pension
and debt service costs) and by federally mandated programs (such as AFDC
and Medicaid). In addition, State aid for school districts comprises a
major share of the budget, and total appropriations and distribution of
such aid is especially contentious politically. Furthermore, the State's
ability to respond to unanticipated developments in the future may have
been impaired since the State has utilized a substantial range of actions
of a non-recurring nature in recent years to finance its General fund
operations, including tapping excess monies in special funds, refinancing
outstanding debt to reduce reserve fund requirements and current (but not
long-term) debt service costs, recalculating pension fund contributions,
selling State assets, reimbursing past General Fund expenditures by the
issuance of authority debt and deferring payment for expenditures to future
fiscal years. The 1995-96 State Financial Plan contains actions of a
non-recurring nature including mergers of certain authorities payments from
the sale of    certain State assets, and payments associated with the
resolution of certain court cases, totalling approximately $900 million to
$1 billion. The 1996-97 Executive Budget, however, contains actions of a
non-recurring nature only to the extent of approximately $123 million.    
LABOR COSTS. The State government workforce is mostly unionized, subject to
the Taylor Law which authorizes collective bargaining and prohibits (but
has not historically prevented) strikes and work slowdowns. Costs for
employee health benefits have increased substantially, and can be expected
to further increase. The State has a substantial unfunded liability for
future pension benefits, and has utilized changes in its pension fund
investment return assumptions to reduce current contribution requirements.
If such investment earnings assumptions are not sustained by actual
results, additional State contributions will be required in future years to
meet the State's contractual obligations. The State's change in actuarial
method from the aggregate cost method to a modified projected unit credit
in the 1990-91 fiscal year created a substantial surplus that was amortized
and applied to offset the State's contribution through the 1993-94 fiscal
year. This change in actuarial method was ruled unconstitutional by the
State's highest court and the State returned to the aggregate cost method
in fiscal year 1994-95 using a four-year phase-in. Employer contributions,
including the State's, are expected to increase over the next five to ten
years.
PUBLIC ASSISTANCE. The State has the second largest number of persons
receiving public assistance (AFDC and Home Relief) of any state. AFDC costs
are shared among the federal government, the State and its counties
(including the City) by statutory formula. Caseloads tend to rise
significantly during economic downturns, but have fallen only in the later
stages of past economic recoveries.
MEDICAID. The State participates in the federal Medicaid program under a
state plan approved by the Health Care Financing Administration. The
federal government provides a substantial portion of eligible program
costs, with the remainder shared by the State and its counties (including
the City). Basic program eligibility and benefits are determined by federal
guidelines, but the State provides a number of optional benefits and
expanded eligibility. Program costs have increased substantially in recent
years, and account for a rising share of the State budget. Federal law
requires the State adopt reimbursement rates for hospitals and nursing
homes that are reasonable and adequate to meet the costs that must be
incurred by efficiently and economically operated facilities in providing
patient care, a standard that has led to past litigation by hospitals and
nursing homes seeking higher reimbursement from    the State. The budget
adopted for fiscal year 1995-96, and in particular the 1996-97 Executive
Budget, each includes reductions in spending for Medicare. Cutbacks in
State spending for Medicaid may adversely affect the financial condition of
hospitals and health care institutions that are the obligors of bonds that
may be held by the fund.
THE STATE AUTHORITIES. The State's Authorities are not subject to the
constitutional restrictions on the incurrence of debt which apply to the
State itself, and may issue bonds and notes within the amounts of, and as
otherwise restricted by, their legislative authorization. The New York
State Public Authorities Control Board approves the issuance of debt and
major contracts by ten of the Authorities. As of September 30, 1994, the
date of the latest available data, there were 18 Authorities that had
outstanding debt of $100 million or more, the aggregate debt of which
(including refunding bonds and moral obligation, lease-purchase,
contractual obligation, or State-guaranteed debt) then totaled
approximately $70.3 billion. As of March 31, 1995, aggregate public
authority debt outstanding as State-supported was approximately $28 billion
and State-related debt was approximately $36 billion. In recent years the
State has provided     financial assistance through appropriations, in some
cases of a recurring nature, to certain Authorities for operating and other
expenses and, (from 1976 to 1987) in fulfillment of its commitments on
moral obligation indebtedness or otherwise, for debt service. The State
budgeted operating assistance of approximately $1.3 billion for the
Metropolitan Transportation Authority (MTA) for fiscal year 1994-1995 and
estimates total State assistance in fiscal year 1995-96 to be approximately
$1.1 billion. This assistance is expected to continue to be required (and
may increase) in future years. Failure by the State to appropriate
necessary amounts or to take other action to permit the Authorities to meet
their obligations could adversely affect the ability of the State and the
Authorities to obtain financing in the public credit markets and the market
price of the State's outstanding bonds and notes.
The MTA, whose credit standing was recently reduced, oversees the operation
of the City's subway and bus lines by its affiliates, the New York City
Transit Authority and the Manhattan and Bronx Surface Transit Operating
Authority (collectively, the TA). MTA subsidiaries operate certain commuter
rail and bus lines in the New York metropolitan area. An affiliated agency,
the Triborough Bridge and Tunnel Authority (TBTA), operates certain
intrastate toll bridges and tunnels. To maintain its facilities and
equipment, which deteriorated significantly in the late 1970s due to
deferred maintenance, the MTA prepared a five-year capital program subject
to approval by the MTA Capital Program Review Board. In April 1993, the
State legislature authorized the funding of a portion of a five-year $9.56
billion capital plan for the MTA for 1992 through 1996. MTA's five-year
capital program for 1992-96 was approved by the State capital program
review board in December 1993. There can be no assurance that all
governmental actions for the 1992-96 capital program will be taken, that
funding sources currently identified will not be decreased or eliminated,
or that the capital program will not be delayed or reduced. If the capital
program is delayed or reduced, ridership and fare revenues may decline,
which could impair the MTA's ability to meet its operating expenses without
additional State assistance. In addition, because fares are not sufficient
to finance its mass transit operations, the MTA has depended and will
continue to depend for operating support upon a system of State, local
government and TBTA support, and to the extent available, Federal
assistance (including loans, grants and operating subsidies). There can be
no assurance that any such assistance will continue at any particular level
or in any fixed relationship to the operating costs and capital needs of
the MTA.
THE CITY. The City has required, and continues to require, significant
financial assistance from the State. The City depends on State assistance
both to enable the City to balance its budget and to meet its cash
requirements. In the early 1970s, the City incurred substantial operating
deficits, and its financial controls, accounting practices, and disclosure
policies were widely criticized. In 1975, the City encountered severe
financial difficulties and lost access to the public credit markets. The
State Legislature responded in 1975 by creating the Municipal Assistance
Corporation For The City of New York (MAC) to provide financing assistance
for the City and the Financial Control Board to exercise certain oversight
and review functions with respect to the City's finances. The Financial
Control Board's powers over the City were suspended in June 1986, but would
be reinstated (under current law) if the City experiences certain adverse
financial circumstances. At the time of the fiscal crisis, the State
provided substantial financial assistance to the City, the federal
government provided the City with direct seasonal loans and guarantees on
the City's long-term debt, and the City's labor unions accepted deferrals
of wage increases and approved purchases of City bonds by the pension
funds. No assurance can be given that similar assistance would again be
made available if needed, particularly given the current budgetary
constraints faced by both the Federal and State governments.
The City provides services usually undertaken by counties, school districts
or special districts in other large urban areas including the provision of
social services such as day care, foster care, health care, family
planning, services for the elderly and special employment services for
needy individuals and families who qualify for such assistance. State law
requires the City to allocate a large portion of its total budget to Board
of Education operations, and mandates the City to assume the local share of
public assistance and Medicaid costs. While the City has had GAAP operating
surpluses, in recent fiscal years the City has experienced and continues to
experience ongoing financial difficulties, primarily related to the impact
of the recent recession on the local economy (reducing revenues from most
major taxes and increasing public assistance and Medicaid caseloads),
rising health care costs for City employees and for Medicaid, and rising
inflation and interest rates. In response, the City implemented gap-closing
programs in recent fiscal years, which initially relied primarily on
actions of a non-recurring nature, but included substantial property tax
rate increases and a personal income tax surcharge imposed in fiscal year
1991 and selected service cutbacks. Reductions in State aid, larger than
budgeted labor settlements and increased police expenditures added to the
adverse budgetary impact of the local recession, confronting the City with
a potential $3.3 billion imbalance during fiscal year 1992 budget
negotiations. This initial budget gap was closed by adoption of a budget
providing for various tax increases and significant service reductions. Aid
to nonprofit cultural institutions in the City was significantly reduced
(as was State aid to such institutions), including certain institutions
that are obligors of bonds that may be held by the fund. The City's budget
for fiscal year 1994 identified measures to close a $300 million budget
gap, which was the result of shortfalls in Federal and State aid from
previously projected levels. The City achieved balanced operating results
as reported in accordance with GAAP for the 1994 fiscal year. For fiscal
year 1995, the City adopted a budget which halted the trend in recent years
of substantial increases in City-funded spending from one year to the next
and the City budget adopted for fiscal year 1996 reduces City-funded
spending for the second consecutive year.
Pursuant to State law, the City prepares a four-year annual financial plan,
which is reviewed and revised on a quarterly basis and includes the City's
capital, revenue and expense projections and outlines proposed budget
gap-closing programs for those years with projected budget gaps. The mayor
is responsible for preparing the City's four-year financial plan, including
the City's current financial plan for the 1996 through 1999 fiscal years
(the 1996-1999 Financial Plan). The City's projections set forth in the
1996-1999 Financial Plan are based on various assumptions and contingencies
which are uncertain and which may not materialize. Changes in major
assumptions could significantly affect the City's ability to balance its
budget and to meet its annual cash flow and financing requirements. Such
assumptions and contingencies include the timing and pace of a regional and
local economic recovery, increases in interest rates, the impact on real
estate tax revenues of the real estate market, wage increases for city
employees consistent with those assumed in the 1996-99 Financial Plan,
employment growth, the ability to implement proposed reductions in City
personnel and other cost reduction initiatives which may require in certain
cases the cooperation of the City's municipal unions, the ability of the
New York City Health and Hospitals Corporation and the Board of Education
to take actions to offset reduced revenues, the ability to complete revenue
generating transactions, provision of State and Federal aid and mandate
relief, and the impact on City revenues of proposals for Federal and State
welfare reform. No assurance can be given that the assumptions used by the
City in the 1996-99 Financial Plan will be realized. Furthermore, actions
taken in recent fiscal years to avert deficits may have reduced the City's
flexibility in responding to future budgetary imbalances, and have deferred
certain expenditures to later fiscal years.
   The City submitted on July 21, 1995 a fourth quarter modification to the
City's financial plan for the 1995 fiscal year which projects a balanced
budget in accordance with GAAP for the City's 1995 fiscal year. On July 11,
1995, the City submitted the 1996-1999 City     Financial Plan, which is
based on the City's expense and capital budgets of the City's 1996 fiscal
year adopted on June 14, 1995 (the 1996 City Budget). The 1996 City Budget
sets forth proposed actions by the City for the 1996 fiscal year to close a
substantial projected budget gap (approximately $3.1 billion) resulting
from lower than projected tax receipts and other revenues and greater than
projected expenditures. Proposed actions in the 1996-1999 Financial Plan
for the City's 1996 fiscal year include a reduction of approximately $400
million primarily affecting public assistance and Medicaid payments by the
City, expenditure reductions in agencies totalling approximately $1.2
billion and transitional labor savings of approximately $600 million. These
and other proposed actions were contained in the 1996-1999 Financial Plan
as well as the 1996 City Budget. The City Budget is subject to the ability
of the City to implement the proposed reductions in expenditures, personal
services and personnel, which are substantial and may be difficult to
implement. For example, one of the key items contained in the 1996 City
Budget is the sale of the City's water system for approximately    $2.3
billion. This plan has been hotly contested since it was announced, and is
currently the focus of several lawsuits. In November, the Mayor sued the
City Comptroller to compel his signature on bonds needed to accomplish the
sale of the water system. The Comptroller had blocked the bond sale,
stating that the sale of City water assets would be illegal and "an
improvident fiscal gimmick." In December, a coalition of civic, housing and
environmental groups from New York City and Westchester County (the
Coalition) filed suit to block the Mayor's plan to sell the water system
and announced an intention to join in the Comptroller's battle to block the
bond sale. In addition, certain proposals may be offset by various State
and Federal legislation which could mandate levels of City funding
inconsistent with the 1996 City Budget and the 1996-1999 Financial Plan. In
addition, the 1996-1999 Financial Plan anticipates the receipt of
    substantial amounts of Federal aid. Certain proposed State and Federal
actions are subject to approvals from the Legislature, the Governor and the
President, as applicable. Both Federal and State actions are uncertain;
certain legislative proposals contemplate significant reductions in Federal
spending, including proposed Federal welfare reform which could result in
caps on, or block grants of, Federal programs. Further, no assurance can be
given that either such actions will in fact be taken or that the projected
savings will result even if such actions are taken.
The City derives its revenues from a variety of local taxes, user charges,
miscellaneous revenues and federal and State unrestricted and categorical
grants. The City projects that local revenues will provide approximately
68.0% of total revenues in fiscal year 1996 while federal aid, including
categorical grants, will provide 11.7% in fiscal year 1996 and State aid,
including unrestricted aid and categorical grants, will provide 20.3% in
fiscal year 1996. As a proportion of total revenues, State aid has remained
relatively constant over the period from 1980 to 1990, while federal aid
was sharply reduced (having provided nearly 20% of total fiscal year 1980
revenues). The largest source of the City's revenues is the real estate tax
(approximately 22% of total revenues projected for fiscal year 1996), at
rates levied by the City council (subject to certain State constitutional
limits). State legislation requires that increases in assessments of
certain classes of real property be phased-in over a five-year period;
thus, property owners may receive higher assessments when property values
are declining. However, in the event of a reduction in total assessments,
higher tax rates would be required to maintain the same amount of tax
revenue. The City derives the remainder of its tax revenues from a variety
of other economically sensitive local taxes (subject to authorization by
the legislature), including: a local sales and compensating use tax
(primarily dedicated to MAC debt service) imposed in addition to the
State's retail sales tax; the personal income tax on City residents and the
earnings tax on non-residents; a general corporation tax; and a financial
corporation tax. High tax burdens in the city impose political and economic
constraints on the ability of the City to increase local tax rates. The
City's four-year financial plans have been the subject of extensive public
comment and criticism, principally questioning the reasonableness of
assumptions that the City will have the capacity to generate sufficient
revenues in the future to provide the level of services contained in such
City financial plans. On July 10, 1995, S&P lowered the City's credit
rating from A- to BBB+, among the lowest ratings of any major city in the
country. The rating agency cited specifically the City Budget's reliance on
"one-shot" measures to balance the budget for fiscal year 1995-96 without
rectifying the underlying structural problems, its continued optimistic
projections of State and Federal aid, and continued high debt levels. S&P
also mentioned the feeble local economy and the City Budget's over-reliance
on the financial services sector which historically has been volatile.
The City is the largest municipal debt issuer in the nation, and has more
than doubled its debt load since the end of fiscal year 1988, in large
measure to rehabilitate its extensive, aging physical plant. The City's
seasonal borrowing needs increased significantly during fiscal years 1990
and 1991, largely due to delayed State aid payments, and totalled $2.25
billion in fiscal year 1992, $1.4 billion in fiscal year 1993, $1.75
billion in fiscal year 1994 and $2.2 billion in fiscal year 1995. The
City's current capital financing program reflects major reductions
(approximately $2.13 billion) in the size of the capital program to be
implemented cumulatively through fiscal year 1999 which is intended to
reduce future debt service requirements. Such reductions may adversely
affect the condition of the City's aging and deteriorating infrastructure
and physical assets, such as sewers, streets, bridges and tunnels, and mass
transit facilities. Further, the City's capital financing program currently
contemplates receipt of proceeds of approximately $1 billion resulting from
the sale of the City's water and sewer system to the Water Board, and
proposes to utilize a substantial portion of such proceeds for capital
project improvements. It is not certain that such proceeds will become
available for capital improvements, because, as discussed above, both the
City Comptroller and the Coalition have opposed such proposed transfer of
the water and sewer system.
In November 1993, the voters approved a proposed charter whereby Staten
Island would secede from the City. Staten Island is one of five
counties/boroughs, comprising 4% of the City's population and 19% of its
land area. State law provides a complex mechanism for such secession. The
State Legislature is also considering establishment of a similar secession
mechanism for Queens.
OTHER LOCALITIES. Certain localities in addition to the City could have
financial problems which, if significant, could lead to requests for
additional State assistance during the State's 1995-96 fiscal year and
thereafter. Fiscal difficulties experienced by the City of Yonkers, for
example, could result in State actions to allocate State resources in
amounts that cannot yet be determined. In the recent past, the State
   provided substantial financial assistance to its political subdivisions,
primarily for aid to elementary, secondary and higher education, Medicaid
income maintenance, and local transportation programs. The legislature
enacted substantial reductions from previously budgeted     levels of State
aid since December 1990. To the extent the State is constrained by its
financial condition, State assistance to localities may be further reduced,
compounding the serious fiscal constraints already experienced by many
local governments. Localities also face anticipated and potential problems
resulting from pending litigation (including challenges to local property
tax assessments), judicial decisions and socio-economic trends. The
Legislature enacted substantial reductions from previously budgeted levels
of State aid since December 1990. 
   SPECIAL CONSIDERATIONS AFFECTING CALIFORNIA    
Certain California constitutional amendments, legislative measures,
executive orders, administrative regulations, and voter initiatives, as
discussed below, could adversely affect the market values and marketability
of, or result in default of, existing obligations, including obligations
that may be held by the fund. Obligations of the state or local governments
may also be affected by budgetary pressures affecting the State of
California (the State) and economic conditions in the State. Interest
income to the fund could also be adversely affected. The following
discussion highlights only some of the more significant financial trends
and problems, and is based on information drawn from official statements
and prospectuses relating to securities offerings of the State, its
agencies, or instrumentalities, as available as of the date of this SAI.
FMR has not independently verified any of the information contained in such
official statements and other publicly available documents, but is not
aware of any fact which would render such information inaccurate.
   CONSTITUTIONAL AND STATUATORY LIMITATIONS ON TAXES AND
APPROPRIATIONS    
LIMITATION ON TAXES. Certain obligations held by the fund may be
obligations of issuers that rely in whole or in part, directly or
indirectly, on AD VALOREM property taxes as a source of revenue. The taxing
powers of local governments and districts are limited by Article XIIIA of
the California Constitution, enacted by the voters in 1978 and commonly
known as "Proposition 13." Briefly, Proposition 13 limits to 1% of full
cash value the rate of AD VALOREM property taxes on real property and
generally restricts the increase in taxes upon reassessment of property to
2% per year, except upon new construction or change of ownership (subject
to a number of exemptions). Taxing entities may, however, raise AD VALOREM
taxes above the 1% limit to pay debt service on voter-approved bonded
indebtedness.
Under Article XIIIA, the basic 1% AD VALOREM tax levy is applied against
the assessed value of property as of the owner's date of acquisition (or as
of March 1, 1975 if acquired earlier), subject to certain adjustments. This
system has resulted in widely varying amounts of tax on similarly situated
properties. Several lawsuits were filed challenging the acquisition-based
assessment system of Proposition 13, but on June 18, 1992, the U.S. Supreme
Court announced a decision upholding Proposition 13.
Article XIIIA prohibits local governments from raising revenues through AD
VALOREM property taxes above the 1% limit; it also requires voters of any
government unit to give 2/3 approval to levy any "special tax." However,
court decisions allowed non-voter-approved levies of "general taxes" which
were not dedicated to a specific use. 
   A 1986 initiative statute, called "Proposition 62," imposed additional
limits on local governments, by requiring either majority or 2/3 voter
approval for any increases in "general taxes" or "special taxes,"
respectively (other than property taxes, which are unchangeable). Court
decisions had struck down most of Proposition 62 and many local
governments, especially cities, had enacted or raised local "general taxes"
without voter approval. In September 1995, the California Supreme Court
overruled the prior cases, and upheld the constitutionality of Proposition
62. Many aspects of this decision (such as its impact on charter (home
rule) cities, and whether it will have retroactive effect) remain unclear,
but its future effect will be to further limit the fiscal flexibility of
many local governments.    
APPROPRIATIONS LIMITS. The State and its local governments are subject to
an annual "appropriations limit" imposed by Article XIIIB of the California
Constitution, enacted by the voters in 1979 and significantly amended by
Propositions 98 and 111 in 1988 and 1990, respectively. Article XIIIB
prohibits the State or any covered local government from spending
"appropriations subject to limitation" in excess of the appropriations
limit imposed. "Appropriations subject to limitation" are authorizations to
spend "proceeds of taxes," which consist of tax revenues and certain other
funds, including proceeds from regulatory licenses, user charges, or other
fees to the extent that such proceeds exceed the cost of providing the
product or service; but " proceeds of taxes" for local governments exclude
most State subventions. No limit is imposed on appropriations of funds
which are not "proceeds of taxes," such as reasonable user charges or fees
and certain other non-tax funds, including bond proceeds.
Among the expenditures not included in the Article XIIIB appropriations
limit are: (1) the debt service cost of bonds issued or authorized prior to
January 1, 1979, or subsequently authorized by the voters; (2)
appropriations arising from certain emergencies declared by the Governor;
(3) appropriations for certain capital outlay projects; and (4)
appropriations by the State of post-1989 increases in gasoline taxes and
vehicle weight fees.
The appropriations limit for each year is adjusted annually to reflect
changes in cost of living and population, and any transfers of service
responsibilities between government units. The definitions for such
adjustments were liberalized by Proposition 111 to follow more closely
growth in the State's economy. For the 1990-91 fiscal year, each unit of
government has recalculated its appropriations limit by taking the actual
1986-87 limit and applying the Proposition 111 annual adjustments forward
to 1990-91. This was expected to raise the limit in most cases.
Under Proposition 111, "excess" revenues are measured over a two-year
cycle. With respect to local governments, excess revenues must be returned
by a revision of tax rates or fee schedules within the two subsequent
fiscal years. The appropriations limit for a local government may be
overridden by referendum under certain conditions for up to four years at a
time. With respect to the State, 50% of any excess revenues is to be
distributed to K-12 school and community college districts (collectively,
K-14 districts) and the other 50% is to be refunded to taxpayers.
In the years immediately following enactment, very few California
governmental entities operated near their appropriations limit. In the
mid-to-late 1980's, many entities were at or approaching their limit, and
several successfully obtained voter approval for four-year waivers of the
limit. Since Proposition 111, the appropriations limit has again ceased to
be a practical limit on California governments, but this condition may
change in the future. During FY 1986-87, State receipts from proceeds of
taxes exceeded its appropriations limit by $1.138 billion, which was
returned to taxpayers. Since that time, appropriations subject to
limitation were under the State limit. The 1996-97 Governor's Budget
proposal estimates State appropriations will be more than $6.4 billion
under the limit for FY 1995-96 and over $9.2 billion under the limit for FY
1996-97.
   OBLIGATIONS OF THE STATE OF CALIFORNIA
As of December 31, 1995, the State had approximately $18.3 billion of
general obligation bonds outstanding, and $2.9 billion remained authorized
but unissued. In addition, at June 30, 1995, the State had lease-purchase
obligations, payable from the State's General Fund, of approximately $5.6
billion. State voters will have $5.0 billion of new bond authorizations on
the March 26, 1996 ballot, and additional bonds may be placed on the
November 5, 1996 ballot. Of the State's outstanding general obligation
debt, approximately 21% is presently self-liquidating (for which program
revenues are anticipated to be sufficient to reimburse the General Fund for
debt service payments). In FY 1994-95, debt service on general obligation
bonds and lease-purchase debt was approximately 5.3% of General Fund
revenues. The State has paid the principal of and interest on its general
obligation bonds, lease-purchase debt, and short-term obligations when due.
ECONOMY
The State's economy is the largest among the 50 states and one of the
largest in the world. The State's population grew by 27% in the 1980s and,
at over 32 million, it now represents over 12% of the total U.S.
population. Total personal income in the State, at an estimated $703
billion in 1994, accounts for more than 12% of all personal income in the
nation. Total employment in 1994 was over 14 million, the majority of which
is in the service, trade, and manufacturing sectors.
From mid-1990 to late 1993, the State suffered a recession with the worst
economic, fiscal and budget conditions since the 1930s. Construction,
manufacturing (especially aerospace), and financial services, among others,
were all severely affected, particularly in Southern California. Job losses
were the worst of any post-war recession. Employment levels stabilized by
late 1993 and steady growth occurred since the start of 1994; pre-recession
job levels are expected to be reached in 1996. Unemployment, while higher
than the national average, came down significantly from the January 1994
peak of 10%. Economic indicators show a steady recovery underway in
California since the start of 1994, although the residential housing sector
has been weaker than in previous recoveries. Any delay or reversal of the
economic recovery may cause a recurrence of revenue shortfalls for the
State.
RECENT STATE FINANCIAL RESULTS
The principal sources of State General Fund revenues in 1994-95 were the
California personal income tax (43% of total revenues), the sales tax
(34%), bank and corporation taxes (13%), and the gross premium tax on
insurance (3%). The State maintains a     Special Fund for Economic
Uncertainties (the SFEU), derived from General Fund revenues, as a reserve
to meet cash needs of the General Fund, but which is required to be
replenished as soon as sufficient revenues are available. Year-end balances
in the SFEU are included for financial reporting purposes in the General
Fund balance. In recent years (but not in the past three years, as the
recession has cut revenues), the State has budgeted to maintain the SFEU at
around 3% of General Fund expenditures.
Throughout the 1980s, State spending increased rapidly as the State
population and economy also grew rapidly, including many assistance
programs to local governments, which were constrained by Proposition 13 and
other laws. The largest State program is assistance to local public school
districts. In 1988, an initiative (Proposition 98) was enacted which
(subject to suspension by a 2/3 vote of the Legislature and the Governor)
guarantees local school districts and community college districts a minimum
share of State General Fund revenues (currently about 35%).
Since the start of FY1990-91, the State faced adverse economic, fiscal, and
budget conditions. The economic recession seriously affected State tax
revenues. It also caused increased expenditures for health and welfare
programs. The State is also facing a structural imbalance in its budget
with the largest programs supported by the General Fund (education, health,
welfare and corrections) growing at rates significantly higher than the
growth rates for the principal revenue sources of the General Fund. These
structural concerns will continue in future years; in particular, it is
anticipated that there will be a need to increase capital and operating
costs of the correctional system in response to a "Three Strikes" law
enacted in 1994 which mandates life imprisonment for certain felony
offenders.
   RECENT BUDGETS. As a result of these factors, among others, from the
late 1980s until 1992-93 the State had a period of nearly chronic budget
imbalance, with expenditures exceeding revenues in four out of six years,
and the State accumulated and sustained a budget deficit in the SFEU
approaching $2.8 billion at its peak at June 30, 1993. Starting in FY
1990-91 and for each year thereafter, each budget required multibillion
dollar actions to bring projected revenues and expenditures into balance
and to close large "budget gaps" which were identified. The Legislature and
Governor eventually agreed on a number of different steps to produce Budget
Acts in the years 1991-92 to 1994-95, including:
(medium solid bullet) significant cuts in health and welfare program
expenditures;
(medium solid bullet) transfers of program responsibilities and some
funding sources from the State to local governments, coupled with some
reduction in mandates on local government;
(medium solid bullet) transfer of about $3.6 billion in annual local
property tax revenues from cities, counties, redevelopment agencies and
some other districts to local school districts, thereby reducing state
funding for schools;
(medium solid bullet) reduction in growth of support for higher education
programs, coupled with increases in student fees;
(medium solid bullet) revenue increases (particularly in the FY 1991-92
budget), most of which were for a short duration;
(medium solid bullet) increased reliance on aid from the federal government
to offset the costs of incarcerating, educating and providing health and
welfare services to undocumented aliens (although these efforts have
produced much less federal aid than the State Administration had
requested); and
(medium solid bullet) various one-time adjustment and accounting changes.
Despite these budget actions, the effects of the recession led to large
unanticipated deficits in the SFEU, as compared to projected positive
balances. By the start of FY 1993-94, the accumulated deficit was so large
(almost $2.8 billion) that it was impractical to budget to retire it in one
year, so a two-year program was implemented, using the issuance of revenue
anticipation warrants to carry a portion of the deficit past the end of the
fiscal year. When the economy failed to recover sufficiently in 1993-94, a
second two-year plan was implemented in 1994-95, to carry the final
retirement of the deficit into 1995-96.
The combination of stringent budget actions cutting State expenditures and
the turnaround of the economy by late 1993 finally led to the restoration
of positive financial results. While General Fund revenues and expenditures
were essentially equal in FY 1992-93 (following two years of excess
expenditures over revenues), the General Fund had positive operating
results in FY 1993-94 and FY 1994-95, which have reduced the accumulated
budget deficit to around $600 million as of June 30, 1995. The 1996-97
Governor's Budget projects complete elimination of the deficit by June 30,
1996.
A consequence of the accumulated budget deficits in the early 1990s,
together with other factors such as disbursement of funds to local school
districts "borrowed" from future fiscal years and hence not shown in the
annual budget, was to significantly reduce the State's cash resources
available to pay its ongoing obligations. When the Legislature and the
Governor failed to adopt a budget for FY 1992-93 by July 1, 1992, which
would have allowed the State to carry out its normal annual cash flow
borrowing to replenish its cash reserves, the State Controller was forced
to issue approximately $3.8 billion of registered warrants (IOUs) over a
2-month period to pay a variety of obligations representing prior years'
(or continuing) appropriations and mandates from court orders. Available
funds were used to make constitutionally-mandated payments, such as debt
service on bonds and warrants.
The State's cash condition became so serious in late spring of 1992 that
the State Controller was required to issue revenue anticipation warrants
maturing in the following fiscal year in order to pay the State's
continuing obligations. The State was forced to rely increasingly on
external debt markets to meet its cash needs, as a succession of notes and
warrants (both forms of short-term cash flow financing) often needed to pay
previously-maturing notes or warrants, were issued in the period from June
1992 to July 1994. These borrowings were used also in part to spread out
the repayment of the accumulated budget deficit over the end of the fiscal
year.
The State issued $7.0 billion of short-term debt in July 1994 to meet its
cash flow needs and to finance the deferral of part of its accumulated
deficit to FY 1995-96. In order to assure repayment of $4.0 billion of this
borrowing which matures on April 25, 1996, the State enacted legislation
(the Trigger Law) which would lead to automatic, across-the-board budget
cuts in General Fund expenditures if cash flow projections made at certain
times deteriorated from estimates made in July 1994 when the borrowings
were made. The State's cash position remained favorable enough during FY
1994-95 that the State Controller determined that no automatic budget cuts
were needed in that year.
CURRENT BUDGET. For the first time in four years, the State entered FY
1995-96 with strengthening revenues based on an improving economy. The
major feature of the Governor's proposed Budget, a 15% phased cut in
personal income and business taxes, was rejected by the Legislature.
The 1995-96 Budget Act was signed by the Governor on August 3, 1995, 34
days after the start of the fiscal year. The Budget Act projected General
Fund revenues and transfers of $44.1 billion, a 3.5% increase from the
prior years. Expenditures were budgeted at $43.4 billion, a 4% increase.
The Department of Finance projected that, after repaying the last of the
carryover budget deficit, there would be a positive balance of less than
$30 million in the SFEU at June 30, 1996.
The Department of Finance projected cash flow borrowings in FY 1995-96
would be the smallest in many years, comprising about $2 billion of notes
to be issued in April 1996, and maturing by June 30, 1996. With full
payment of $4 billion of revenue anticipation warrants on April 25, 1996,
the Department saw no further need for borrowing over the end of the fiscal
year. The Department projected that available internal cash resources to
pay State obligations would be about $1.9 billion at June 30, 1996. On
October 15, 1995, the State Controller, in the last step in the Trigger Law
process, reported that projected cash resources in the General Fund during
FY 1995-96 would be large enough to again avoid the need for any automatic
budget cuts. However, the Controller estimated that the State's cash
position on June 30, 1996 would be about $500 million less than estimated
by the Department of Finance.
The principal features of the 1995-96 Budget Act, in addition to those
noted above, were additional cuts in health and welfare expenditures (some
of which are subject to approvals or waivers by the federal government);
assumed further federal aid for illegal immigrant costs; and an increase in
per-pupil funding for public schools and community colleges, the first such
significant increase in four years.
The Governor's Proposed Budget for FY 1996-97 (the Governor's Budget),
released on January 10, 1996, updated financial projections for the current
year. With the improved economic conditions, the Department of Finance
projects $45.0 billion of General Fund revenues, and expenditures are
projected to increase to $44.2 billion for FY 1995-96. The net results are
projected to leave a budget reserve in the SFEU of about $40 million at
June 30, 1996, thus finally repaying the accumulated deficits of the
recession years.
The Governor's Budget proposes General Fund spending in 1996-97 of $45.2
billion, with revenues of $45.6 billion, leaving a budget reserve in the
SFEU of about $400 million. The Governor has again proposed a three-year
phased 15% reduction of personal income and corporate tax rates. The
Governor"s Budget also assumes implementation of certain
previously-approved cuts in health and welfare costs, adoption of further
cuts in welfare payments, and receipt of new federal aid for illegal
immigrant costs. The Governor's Budget proposes increased expenditures for
K-12 school aid, higher education, and corrections. The Governor's Budget
projects annual cash flow borrowing of about $3.2 billion.
The State's financial difficulties for the past budget years and other
factors noted above will result in continued pressure upon almost all local
governments, especially those which depend on State aid, such as school
districts and counties. While recent budgets included both permanent tax
increases and actions to reduce costs of state government over the longer
term, the Governor and other analysts have noted that structural imbalances
still exist, and there can be no assurance that the State will not face
budget gaps in the future.    
State general obligation bonds are currently rated "A1" by Moody's, "A" by
Fitch Investors Service, Inc., and "A" by S&P. There can be no assurance
that such ratings will be maintained in the future. All three of these
ratings were reduced from "AAA" levels since late 1991.
OBLIGATIONS OF OTHER CALIFORNIA ISSUERS
STATE ASSISTANCE. Property tax revenues received by local governments
declined more than 50% following passage of Proposition 13. Subsequently,
the State's Legislature enacted measures to provide for the redistribution
of the State's General Fund surplus to local agencies; the reallocation of
certain State revenues to local agencies; and the assumption of certain
governmental functions by the State to assist municipal issuers to raise
revenues. Total local assistance from the State's General Fund totaled
approximately $29.1 billion in FY 1993-94 (about 70% of General Fund
expenditures) and has been budgeted at $30.5 billion for FY 1994-95,
including the effect of implementing reductions in certain aid programs. To
reduce State General Fund support for school districts, the 1992-93 and
1993-94 Budget Acts caused local governments to transfer $3.8 billion of
property tax revenues to school districts, representing reversal of the
post-Proposition 13 "bailout" aid.
To the extent the State should be constrained by its Article XIIIB
appropriations limit, or its obligation to conform to Proposition 98, or
other considerations, the absolute level, or the rate of growth, of State
assistance to local governments may continue to be reduced. Any such
reductions in State aid could compound the serious fiscal constraints
already experienced by many local governments, particularly counties. At
least one rural county (Butte) publicly announced that it might enter
bankruptcy proceedings in August 1990, although such plans were put off
after the Governor approved legislation to provide additional funds for the
county.    Other counties have also indicated that their budgetary
condition is extremely grave. At the start of FY 1995-96, Los Angeles
County (L.A. County), the largest county in the State, faced a nominal $1.2
billion gap in its $12 billion budget, half of which was in the L.A. County
health care system. The gaps were closed only with significant cuts in
services and personnel, particularly in the health care system, federal
aid, and transfer of some funds from other local governments to the L.A.
County pursuant to special legislation. L.A. County's debt was downgraded
by Moody's and S&P in the summer of 1995. A school district (Richmond
Unified) filed for protection under bankruptcy laws several years ago, but
the petition was later dismissed; other school districts have indicated
financial stress, although none has threatened bankruptcy.
ORANGE COUNTY. On December 6, 1994, Orange County, California (Orange
County), together with its pooled investment funds (the Pools) filed for
protection under Chapter 9 of the federal Bankruptcy Code, after reports
that the Pools had suffered significant market losses in their investments,
causing a liquidity crisis for the Pools and Orange County. More than 200
other public entities, most but not all located in Orange County, were also
depositors in the Pools. Orange County estimated the Pools' losses at
approximately $1.7 billion, or 22% of its initial deposits of approximately
$7.5 billion. Many of the entities which kept money in the Pools (Pool
participants), including Orange County, faced cash flow difficulties,
suffered ratings adjustments, and implemented cuts in personnel and
programs. Some obligations of Orange County and certain other Pool
participants had technical defaults, or were rescheduled. The Bankruptcy
Court has approved a settlement agreement between Orange County and most of
the other Pool participants which provided about 80% (90% in the case of
school districts) return of cash invested, with the balance to be repaid
over time, including from potential recoveries in lawsuits. Orange County
has implemented a financial recovery plan which includes significant
personnel cuts, and refinancing of current debts using new funds
transferred to Orange County from certain other local governments pursuant
to special legislation adopted in late 1995.
The State has no obligation with respect to any obligations or securities
of Orange County or any of the other Pool participants. However, the State
may be obligated to intervene to ensure that school districts have
sufficient funds to operate, or to maintain certain Orange
County-administered State programs. As of January 1, 1996, no school
districts which were Pool participants had become insolvent.    
ASSESSMENT BONDS. Municipal obligations which are assessment bonds or
Mello-Roos bonds may be adversely affected by a general decline in real
estate values or a slowdown in real estate sales activity. In many cases,
such bonds are secured by land which is undeveloped at the time of issuance
but anticipated to be developed within a few years after issuance. In the
event of such reduction or slowdown, such development may not occur or may
be delayed, thereby increasing the risk of a default on the bonds. Because
the special assessments or taxes securing these bonds are not the personal
liability of the owners of the property assessed, the lien on the property
is the only security for the bonds. Moreover, in most cases the issuer of
these bonds is not required to make payments on the bonds in the event of
delinquency in the payment of assessments or taxes, except from amounts, if
any, in a reserve fund established for the bonds.
CALIFORNIA LONG-TERM LEASE OBLIGATIONS. Certain State long-term lease
obligations, though typically payable from the General Fund of the
municipality, are subject to "abatement" in the event the facility being
leased is unavailable for beneficial use and occupancy by the municipality
during the term of the lease. Abatement is not a default, and there may be
no remedies available to the holders of the certificates evidencing the
lease obligation in the event abatement occurs. The most common causes of
abatement are failure to complete construction of the facility before the
end of the period during which lease payments have been capitalized and
uninsured casualty losses to the facility (e.g., due to earthquake). In the
event abatement occurs with respect to a lease obligation, lease payments
may be interrupted (if all available insurance proceeds and reserves are
exhausted) and the certificates may not be paid when due.
Several years ago the Richmond Unified School District (District) entered
into a lease transaction in which certain existing properties of the
District were sold and leased back in order to obtain funds to cover
operating deficits. Following a fiscal crisis in which the District's
finances were taken over by a State receiver (including a brief period
under bankruptcy court protection), the District failed to make rental
payments on this lease, resulting in a lawsuit by the Trustee for the
Certificate of Participation holders. One of the defenses raised in answer
to this lawsuit was the invalidity of the original lease transaction. The
trial court upheld the validity of the District's lease, and the case has
been settled. However, any future judgment in a similar case against the
position taken by the Trustee may have implications for lease transactions
of a similar nature by other State entities.
OTHER CONSIDERATIONS. The repayment of Industrial Development Securities
secured by real property may be affected by State laws limiting foreclosure
rights of creditors. Health Care and Hospital Securities may be affected by
changes in State regulations governing cost reimbursements to health care
providers under Medi-Cal (the State's Medicaid program), including risks
related to the policy of awarding exclusive contracts to certain hospitals.
Limitations on AD VALOREM property taxes may particularly affect "tax
allocation" bonds issued by State redevelopment agencies. Such bonds are
secured solely by the increase in assessed valuation of a redevelopment
project area after the start of redevelopment activity. In the event that
assessed values in the redevelopment project decline (for example, because
of a major natural disaster such as an earthquake), the tax increment
revenue may be insufficient to make principal and interest payments on
these bonds. Both Moody's and S&P suspended ratings on State tax allocation
bonds after the enactment of Articles XIIIA and XIIIB, and only resumed
such ratings on a selective basis.
Proposition 87, approved by State voters in 1988, requires that all
revenues produced by a tax rate increase go directly to the taxing entity
which increased such tax rate to repay that entity's general obligation
indebtedness. As a result, redevelopment agencies (which, typically, are
the issuers of Tax Allocation Securities) no longer receive an increase in
tax increment when taxes on property in the project area are increased to
repay voter-approved bonded indebtedness.
Substantially all of the State is within an active geologic region subject
to major seismic activity. Any California municipal obligation held by the
fund could be affected by an interruption of revenues because of damaged
facilities or, consequently, income tax deductions for casualty losses or
property tax assessment reductions. Compensatory financial assistance could
be constrained by the inability of (i) an issuer to have obtained
earthquake insurance coverage at reasonable rates; (ii) an insurer to
perform on its contracts of insurance in the event of widespread losses; or
(iii) the federal or State government to appropriate sufficient funds
within their respective budget limitation   s.
B    ecause of the complex nature of Articles XIIIA and XIIIB of the
California Constitution (described briefly above), the ambiguities and
possible inconsistencies in their terms, and the impossibility of
predicting future appropriations or changes in population and the cost of
living, and the probability of continuing legal challenges, it is not
currently possible to determine fully the impact of Article XIIIA or
Article XIIIB, or the outcome of any pending litigation with respect to
those provisions on State obligations held by the fund or on the ability of
the State or local governments to pay debt service on such obligations.
Legislation has been or may be introduced (either in the State Legislature
or by initiative) which would modify existing taxes or other
revenue-raising measures or which either would further limit or,
alternatively, would increase the abilities of State and local governments
to impose new taxes or increase existing taxes. It is not presently
possible to predict the extent to which any such legislation will be
enacted, or if enacted, how it would affect California municipal
obligations. It is also not presently possible to predict the extent of
future allocations of State revenues to local governments or the abilities
of State or local governments to pay the interest on, or repay the
principal of, such California municipal obligations in light of future
fiscal circumstances.
   SPECIAL CONSIDERATIONS AFFECTING PUERTO RICO
The following highlights some of the more significant financial trends and
problems affecting the Commonwealth of Puerto Rico (the Commonwealth or
Puerto Rico) and is based on information drawn from official statements and
prospectuses relating to the securities offerings of Puerto Rico, its
agencies and instrumentalities, available as of the date of this SAI. FMR
has not independently verified any of the information contained in such
official statements, prospectuses, and other publicly available documents,
but it is not aware of any fact which would render such information
materially inaccurate. 
The economy of Puerto Rico is closely integrated with that of the United
States. In fiscal 1994, trade with the United States accounted for
approximately 87% of Puerto Rico's exports and approximately 67% of its
imports. In this regard, Puerto Rico experienced a $4.3 billion positive
adjusted merchandise trade balance in fiscal 1994.
Since fiscal 1985, personal income, both aggregate and per capita, have
increased consistently each fiscal year. In fiscal 1994, aggregate personal
income was $25.7 billion and personal income per capita was $7,047. Gross
domestic product in fiscal year 1991, 1992, 1993, 1994, and 1995 was $22.8
billion, $23.7 billion, $25.2 billion, $26.6 billion, and $28.3 billion,
respectively. For fiscal 1996, an increase in gross product of 2.7% over
fiscal 1995 is forecasted. However, actual growth in the Puerto Rico
economy will depend on several factors, including the state of the U.S.
economy, the exchange rate for the U.S. dollar, increases in exports and
visitors to the Commonwealth, the price stability of oil imports, the level
of federal transfers, and the cost of borrowing. Due to uncertainties with
respect to these factors, there is no assurance that the economy of Puerto
Rico will continue to grow.
Puerto Rico's economy continued to expand throughout the five year period
from fiscal 1990 through fiscal 1994. While trends in the Puerto Rico
economy generally follow those of the United States, Puerto Rico did not
experience a recession in 1991. This was primarily because of low oil
prices, low interest rates, and Puerto Rico's strong manufacturing base,
which has a large component of non-cyclical industries. Other factors in
the continued expansion included Commonwealth-sponsored economic
development programs, stable prices of oil imports, low exchange rates for
the U.S. dollar, the level of federal transfers, and the relatively low
cost of borrowing funds during that period.
Puerto Rico has made marked improvements in fighting unemployment.
Nonetheless, although unemployment is at relatively low historical levels
for the Commonwealth, it remains above the U.S. average. The unemployment
rate declined from 16.0% to 13.8% from fiscal 1994 to fiscal 1995. As of
October 1995, the unemployment rate stood at 15.0%. Despite this relative
downturn, there is a possibility that the unemployment rate will increase
if there are changes in factors that directly impact the economy of Puerto
Rico.
The economy of Puerto Rico has undergone a transformation in the later half
of this century from one centered around agriculture to one dominated by
the manufacturing and service industries. Manufacturing is the cornerstone
of Puerto Rico's economy and accounted for $16.3 billion or 41.5% of gross
domestic product in fiscal 1994. However, manufacturing has experienced a
basic change over the years as a result of the influx of higher wage, high
technology industries such as pharmaceuticals, electronics, computers,
microprocessors, scientific instruments, and high technology machinery. The
service sector, which includes wholesale and retail trade, finance and real
estate, ranks second in its contribution to gross domestic product and is
the economic sector that employs the greatest number of people. In fiscal
1994, the service sector generated $15 billion in gross domestic product
and employed over 478,000 people. The government sector of the Commonwealth
also plays an important role in the economy of the island. In fiscal 1994,
the government accounted for $4.1 billion of Puerto Rico's gross domestic
product and provided 22.2% of total employment. Tourism also contributed
significantly to the island economy and total visitor expenditures amounted
to $1.8 billion in fiscal 1995.
Much of the development of the manufacturing sector of the economy of
Puerto Rico is attributable to federal and Commonwealth tax incentives,
most notably section 936 of the Internal Revenue Code of 1986, as amended
(Section 936), and the Commonwealth's Industrial Incentives Program.
Section 936 currently grants U.S. corporations that meet certain criteria
and elect its application a credit (the Section 936 credit) against their
U.S. corporate income tax on the portion of the tax attributable to (i)
income derived from the active conduct of a trade or business in Puerto
Rico (active business income) or from the sale or exchange of substantially
all of the assets used in the active conduct of such trade or business and
(ii) qualified possession source investment income. The Industrial
Incentives Program, through the 1987 Industrial Incentives Act, grants
corporations engaged in certain qualified activities a fixed 90% exemption
from Commonwealth income and property taxes and a 60% exemption from
municipal license taxes.
Pursuant to amendments to the Internal Revenue Code (the Code) for taxable
years commencing after 1993, two alternative limitations apply to the
Section 936 credit against active business income and sale of assets
income, as previously described. The first option limits the credit against
such income to 40% of the credit allowable previous to the amendments of
1993, with a five-year phase-in period starting at 60% of the current
allowable credit (the Percentage Limitation). The second option limits the
allowable credit to the sum of (i) 60% of qualified compensation paid to
employees (as defined in the Code), (ii) a specified percentage of
depreciation deductions, and (iii) a portion of the Puerto Rico income
taxes paid by the Section 936 corporation, up to a 9% effective tax rate
(the Economic Activity Limitation).
On November 17, 1995, the U.S. Congress adopted, as part of its larger
federal income tax legislative package, a ten-year phase-out of the current
Section 936 credit for companies that are existing credit claimants and the
elimination of the credit for companies establishing new operations in
Puerto Rico and for existing companies that add a substantial new line of
business. The Section 936 credit based on the Economic Activity Limitation
will continue as under current law without change until tax years beginning
in 2002, during which years a corporation's possession business income will
be subject to a cap based on its possession income for an average adjusted
base period. The credit based on the Percentage Limitation will continue as
under current law until tax years beginning in 1998. In that year and
thereafter, the credit based on the Percentage Limitation will be 40%, but
the possession business income will be subject to a cap based on a
corporation's possession income for an average adjusted base period. The
Section 936 credit is eliminated entirely for taxable years beginning in
2006. However, the credit granted to qualified possession source investment
income is eliminated for taxable years beginning after December 31, 1995. 
President Clinton vetoed the legislation submitted by the U.S. Congress on
December 7, 1995. The Administration has proposed a modification to the
Section 936 credit that would phase out the credit based on the Percentage
Limitation over a five year period beginning in 1997, retain the credit
based upon the Economic Activity Limitation under current law, allow a
five-year carry forward of excess Section 936 credit based upon the
Economic Activity Limitation, and retain the Section 936 credit granted to
qualified possession source investment income under current law.
The Governor of Puerto Rico has proposed to the U.S. Congress a
modification of the total elimination of the Section 936 credit by offering
qualifying companies the option of the existing Section 936 credit, as
amended by the U.S. House of Representatives proposal, or a new incentive
program, to be available throughout the United States, including Puerto
Rico. The proposal would provide such companies a credit based on
qualifying wages paid, other wage-related expenses such as fringe benefits,
depreciation expenses for certain tangible assets, research and development
expenses, and passive investment income from qualifying investments in the
subject jurisdiction, so long as the company's employees are in an
"economically developing" jurisdiction in which prevailing per capita
income is substantially below the national average, among other things. The
credit granted to qualifying companies would continue in effect until the
jurisdiction shows, among other things, substantial economic improvement in
terms of the specified economic parameters. The Governor's proposal is not
currently included in either the legislation adopted by the U.S. Congress
on November 17, 1995 or in the Administration's proposal. It is not
possible at this time to determine the final legislative changes that may
be made to Section 936 or the effect that this will have on the long-term
outlook for the economy of Puerto Rico.    
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the
management contract. If FMR grants investment management authority to the
sub-advisers (see the section entitled Management Contracts), the
sub-advisers are authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and, for equity funds, arrangements for
payment of fund expenses. Generally, commissions for investments traded on
foreign exchanges will be higher than for investments traded on U.S.
exchanges and may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; and effect securities transactions and perform
functions incidental thereto (such as clearance and settlement). The
selection of such broker-dealers generally is made by FMR (to the extent
possible consistent with execution considerations), in accordance with a
ranking of broker-dealers determined periodically by FMR's investment staff
(for equity funds), and is based upon the quality of research and execution
services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause a
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the 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 Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services (FBS), subsidiaries of FMR
Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. From September 1992 through December 1994, FBS operated
under the name Fidelity Brokerage Services Limited, Inc. (FBSL). As of
January 1995, FBSL was converted into an unlimited liability company and
assumed the name FBS. 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, Equity Growth, Global
Resources, Growth Opportunities, Strategic Opportunities, Equity Income,
Mid Cap, Large Cap, and Income & Growth toward payment of that 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 1994 and 1995, respectively, each fund's
portfolio turnover rates are shown in the chart below. Because a high
turnover rate increases transaction costs and may increase taxable gains,
FMR carefully weighs the anticipated benefits of short-term investing
against these consequences. An increased turnover rate may be due to a
greater volume of shareholder purchase or redemption orders, short-term
interest rate volatility and other special market conditions.
 
<TABLE>
<CAPTION>
<S>                                          <C>                          <C>              <C>             
   FUND                                         FISCAL PERIOD ENDED          1994             1995         
 
   Overseas                                     October 31                    34%              47%         
 
   Large Cap                                    November 30                  n/a               100%*       
 
   Equity Growth                                November 30                   137%             97%         
 
   Global Resources                             October 31                    125%             161%        
 
   Growth Opportunities                         October 31                    43%              39%         
 
   Strategic Opportunities                      December 31+                  228%**           142%        
 
   Mid Cap                                      November 30                  n/a               200%*       
 
   Equity Income                                November 30                   140%             80%         
 
   Income & Growth                              October 31                    202%             297%        
 
   Emerging Markets Income                      December 31                   354%**           305%        
 
   High Yield                                   October 31                    118%             112%        
 
   Strategic Income                             December 31                   104%**           193%        
 
   Government Investment                        October 31                    313%             261%        
 
   Intermediate Bond                            November 30                   68%              189%        
 
   Short Fixed-Income                           October 31                    108%             179%        
 
   High Income Municipal                        October 31                    38%              37%         
 
   Intermediate Municipal Income                November 30                   53%              53%         
 
   Short-Intermediate Municipal Income          November 30                   111%**           80%         
 
   California Municipal Income                  October 31                   n/a               100%*       
 
   New York Municipal Income                    October 31                   n/a               100%*       
 
</TABLE>
 
   * Estimated 1996 turnover rate
** Annualized
+ As of November 9, 1994, the fiscal year end for Strategic Opportunities
changed from September 30 to December 31.    
The following tables show the brokerage commissions paid by Overseas,
Equity Growth, Global Resources, Growth Opportunities, Strategic
Opportunities, Equity Income, and Income & Growth, Emerging Markets Income,
High Yield, and Strategic Income. The first table shows the total amount of
brokerage commissions paid by each fund and the total amount of brokerage
commissions paid to FBSI and FBS (formerly FBSL) for the past three fiscal
years. The second table shows the percentage of aggregate brokerage
commissions paid to and the percentage of the aggregate dollar amount of
transactions for which the fund paid brokerage commissions effected through
FBSI and FBS for the fiscal year ended 1995. The third table shows amount
of brokerage commissions paid to firms providing research and the
approximate dollar amount of the transactions on which brokerage
commissions were paid for the fiscal year ended 1995. Each of these funds
pays both commissions and spreads in connection with the placement of
portfolio transactions; FBSI and FBS are paid on a commission basis. The
difference between the percentage of brokerage commissions paid to and the
percentage of the dollar amount of transactions effected through FBSI is a
result of the low commission rates charged by FBSI. The other funds paid no
brokerage commissions for the fiscal years ended 1993 through 1995.
 
<TABLE>
<CAPTION>
<S>                              <C>                     <C>                   <C>                  <C>                 
                                    FISCAL PERIOD
          TOTAL
                TO FBSI              TO FBS           
                                    ENDED                   AMOUNT PAID                                                 
 
   OVERSEAS                         October 31                                                                          
 
   1995                                                      $ 1,420,464           $ 5,926              $ 142,450       
 
   1994                                                       1,601,660             685                  0              
 
   1993                                                       500,186               800                  0              
 
   EQUITY GROWTH                    November 30                                                                         
 
   1995                                                       2,185,589             862,434              2,034          
 
   1994                                                       2,086,370             729,903              0              
 
   1993                                                       915,767               362,158              0              
 
   GLOBAL RESOURCES                 October 31                                                                          
 
   1995                                                       947,646               243,517              0              
 
   1994                                                       630,752               195,272              0              
 
   1993                                                       147,017               41,286               0              
 
   GROWTH OPPORTUNITIES             October 31                                                                          
 
   1995                                                       6,189,975             1,793,388            9,682          
 
   1994                                                       3,589,080             1,368,574            0              
 
   1993                                                       2,583,165             899,767              0              
 
   STRATEGIC OPPORTUNITIES          December 31                                                                         
 
   1995                                                       1,138,485             217,580              0              
 
   10/1/94-12/31/94                                           403,617               70,465               96             
 
   10/1/93-9/30/94                                            1,166,854             151,233              0              
 
   1993                                                       1,068,788             103,206              0              
 
   EQUITY INCOME                    November 30                                                                         
 
   1995                                                       1,410,440             549,549              7,528          
 
   1994                                                       827,499               290,182              0              
 
   1993                                                       557,493               126,832              0              
 
   INCOME & GROWTH                  October 31                                                                          
 
   1995                                                       8,952,888             2,249,157            122,777        
 
   1994                                                       7,338,038             1,104,577            0              
 
   1993                                                       2,998,137             796,821              0              
 
   HIGH YIELD                       October 31                                                                          
 
   1995                                                       123,145               3,958                0              
 
   1994                                                       0                     0                    0              
 
   1993                                                       0                     0                    0              
 
   EMERGING MARKETS INCOME          December 31                                                                         
 
   1995                                                       11,820                0                    0              
 
   1994                                                       0                     0                    0              
 
   STRATEGIC INCOME                 December 31                                                                         
 
   1995                                                       152                   0                    0              
 
   1994                                                       0                     0                    0              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                    <C>                     <C>                   <C>                        <C>                   <C>      
                          FISCAL PERIOD          % OF                 % OF                      % OF                 % OF       
                          ENDED 1995              COMMISSIONS         TRANSACTIONS            COMMISSIONS          TRANSACTIONS    
                                                  PAID TO FBSI        EFFECTED THROUGH          PAID TO FBS           EFFECTED
                                                                   
    
   FBSI                                             FBS    
 
   OVERSEAS               October 31               0.42%                 1.27%                      10.03%            12.77%     
 
   EQUITY GROWTH           November 30              39.46%                49.20%                     0.09%             0.04%     
 
   GLOBAL RESOURCES        October 31               25.70%                40.78%                     0%                    0%    
 
   GROWTH 
OPPORTUNITIES              October 31               28.97%                42.88%                     0.16%             0.09%     
 
   STRATEGIC 
OPPORTUNITIES              December 31              19.11%                28.36%                     0%                    0%      
 
   EQUITY INCOME           November 30              38.96%                51.92%                     0.53%             0.23%     
 
   INCOME & GROWTH         October 31               25.12%                36.76%                     1.37%                 1.20%    
 
   EMERGING MARKETS 
INCOME                     December 31              0%                    0%                         0%                    0%     
 
   STRATEGIC INCOME        December 31              0%                    0%                         0%                    0%     
 
   HIGH YIELD              October 31               3.21%                 7.48%                      0%                    0%      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                              <C>                     <C>                            <C>                             
                                    FISCAL PERIOD          AMOUNT PAID TO FIRMS           TOTAL AMOUNT OF              
                                    ENDED 1995              PROVIDING RESEARCH*            TRANSACTIONS ON WHICH        
                                                                                           COMMISSIONS WERE PAID        
 
   OVERSEAS                         October 31               $ 1,236,730                    $ 473,866,633               
 
   EQUITY GROWTH                    November 30               2,074,723                      2,483,941,828              
 
   GLOBAL RESOURCES                 October 31                899,748                        503,396,441                
 
   GROWTH OPPORTUNITIES             October 31                5,830,623                      4,827,223,877              
 
   STRATEGIC OPPORTUNITIES          December 31               746,302                        681,612,409                
 
   EQUITY INCOME                    November 30               1,330,219                      1,395,245,290              
 
   INCOME & GROWTH                  October 31                8,491,571                      5,171,123,405              
 
   STRATEGIC INCOME                 December 31               87                             196,788                    
 
   HIGH YIELD                       October 31                115,795                        42,091,477                 
 
   EMERGING MARKETS INCOME          December 31               11,579                         2,138,461                  
 
</TABLE>
 
   * The provision of research services was not necessarily a factor in the
placement of all this business with such firms.    
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
Fidelity Service Company (FSC) normally determines each class's net asset
value per share (NAV) as of the close of the New York Stock Exchange (NYSE)
(normally 4:00 p.m. Eastern time). The valuation of portfolio securities is
determined as of this time for the purpose of computing each class's NAV
and, where applicable, offering price.
GROWTH AND GROWTH & INCOME FUNDS
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the United States are valued at last sale price or,
if no sale has occurred, at the closing bid price. Most equity securities
for which the primary market is outside the United States are valued using
the official closing price or the last sale price in the principal market
in which they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or last bid price normally is used.
Fixed-income securities and other assets for which market quotations are
readily available may be valued at market values determined by such
securities' most recent bid prices (sales prices if the principal market is
an exchange) in the principal market in which they normally are traded, as
furnished by recognized dealers in such securities or assets. Fixed-income
securities and convertible securities may also be valued on the basis of
information furnished by a pricing service that uses a valuation matrix
which incorporates both dealer-supplied valuations and electronic data
processing techniques. Use of pricing services has been approved by the
Board of Trustees. A number of pricing services are available, and the
Trustees, on the basis of an evaluation of these services, may use various
pricing services or discontinue the use of any pricing service. 
Short-term securities are valued either at amortized cost or at original
cost plus accrued interest, both of which approximate current value.
Futures contracts and options are valued on the basis of market quotations,
if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currencies into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then that security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
TAXABLE NON-GOVERNMENT AND INTERNATIONAL INCOME FUNDS
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Fixed-income securities and other
assets for which market quotations are readily available may be valued at
market values determined by such securities' most recent bid prices (sales
prices if the principal market is an exchange) in the principal market in
which they normally are traded, as furnished by recognized dealers in such
securities or assets.
Fixed-income securities may also be valued on the basis of information
furnished by a pricing service that uses a valuation matrix which
incorporates both dealer-supplied valuations and electronic data processing
techniques. Use of pricing services has been approved by the Board of
Trustees. A number of pricing services are available, and the Trustees, on
the basis of an evaluation of these services, may use various pricing
services or discontinue the use of any pricing service. 
Short-term securities are valued either at amortized cost or at original
cost plus accrued interest, both of which approximate current value.
Most equity securities for which the primary market is the United States
are valued at last sale price or, if no sale has occurred, at the closing
bid price. Most equity securities for which the primary market is outside
the United States are valued using the official closing price or the last
sale price in the principal market in which they are traded. If the last
sale price (on the local exchange) is unavailable, the last evaluated quote
or last bid price normally is used.
Futures contracts and options are valued on the basis of market quotations,
if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currencies into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then that security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
TAXABLE GOVERNMENT INCOME FUNDS
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Fixed-income securities and other
assets for which market quotations are readily available may be valued at
market values determined by such securities' most recent bid prices (sales
prices if the principal market is an exchange) in the principal market in
which they normally are traded, as furnished by recognized dealers in such
securities or assets.
Fixed-income securities may also be valued on the basis of information
furnished by a pricing service that uses a valuation matrix which
incorporates both dealer-supplied valuations and electronic data processing
techniques. Use of pricing services has been approved by the Board of
Trustees. A number of pricing services are available, and the Trustees, on
the basis of an evaluation of these services, may use various pricing
services or discontinue the use of any pricing service. 
Short-term securities are valued either at amortized cost or at original
cost plus accrued interest, both of which approximate current value.
Futures contracts and options are valued on the basis of market quotations,
if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currencies into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then that security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
MUNICIPAL FUNDS
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Fixed-income securities may also be
valued on the basis of information furnished by a pricing service that uses
a valuation matrix which incorporates both dealer-supplied valuations and
electronic data processing techniques. Use of pricing services has been
approved by the Board of Trustees. A number of pricing services are
available, and the Trustees, on the basis of an evaluation of these
services, may use various pricing services or discontinue the use of any
pricing service. 
Futures contracts and options are valued on the basis of market quotations,
if available.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
PERFORMANCE
Each class of shares may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of shares when redeemed may be more or less than their original cost.
YIELD CALCULATIONS. Yields for a class are computed by dividing the class's
pro rata share of the applicable interest and dividend income, if any, for
a given 30-day or one-month period, net of expenses, by the average number
of shares of that class entitled to receive distributions during the
period, dividing this figure by the class's net asset value (NAV) or
offering price, as appropriate, at the end of the period, and annualizing
the result (assuming compounding of income) in order to arrive at an annual
percentage rate. Income is calculated for purposes of yield quotations in
accordance with standardized methods applicable to all stock and bond
funds. Dividends from equity investments are treated as if they were
accrued on a daily basis, solely for the purposes of yield calculations. In
general, interest income is reduced with respect to bonds trading at a
premium over their par value by subtracting a portion of the premium from
income on a daily basis, and is increased with respect to bonds trading at
a discount by adding a portion of the discount to daily income. For a
fund's investments denominated in foreign currencies, income and expenses
are calculated first in their respective currencies, and are then converted
to U.S. dollars, either when they are actually converted or at the end of
the 30-day or one month period, whichever is earlier. Capital gains and
losses generally are excluded from the calculation as are gains and losses
from currency exchange rate fluctuations.
Income 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 to equal a 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, if applicable, state tax
rate. If only a portion of a class's yield is tax-exempt, only that portion
is adjusted in the calculation.
The following tables show the effect of a shareholder's tax status on
effective yield under federal and, where applicable, state income tax laws
for 1996. It shows the approximate yield a taxable security must provide at
various income brackets to produce after-tax yields equivalent to those of
hypothetical tax-exempt obligations yielding from 2.00% to 8.00%. Of
course, no assurance can be given that a class will achieve any specific
tax-exempt yield. While the municipal funds invest principally in
obligations whose interest is exempt from federal or from federal and state
income tax, other income received by the funds may be taxable. 
EXPECTED 1996 TAX RATES AND TAX-EQUIVALENT YIELDS
 
<TABLE>
<CAPTION>
<S>   <C>   <C>   <C>                                  <C>     <C>     <C>     <C>     <C>     <C>     
                  If individual tax-exempt yield is:                                                   
 
                  2.00%                                3.00%   4.00%   5.00%   6.00%   7.00%   8.00%   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>         <C>                                 <C>   <C>   <C>   <C>   <C>   <C>   
Taxable Income*                  Federal                                                                             
                                 Income                                                                              
                                 Tax                                                                                 
 
Single Return     Joint Return   Bracket**   Then taxable equivalent yield is:                                       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>         <C>         <C>        <C>    <C>    <C>    <C>     <C>    <C>          <C>              <C>            
$ 0 -          $ 24,000    $ 0 -       $ 40,100   15.0%  2.35%  3.53%  4.71%   5.88%  7.06%        8.24%            9.41%           
 
$ 24,001 -     $ 58,150    $ 40,101 -  $ 96,900   28.0%  2.78%  4.17%  5.56%   6.94%  8.33%        9.72%            11.11%          
 
$ 58,151 -     $ 121,300   $ 96,901 -  $ 147,700  31.0%  2.90%  4.35%  5.80%   7.25%  8.70%        10.14%           11.59%          
 
   $ 121,301 - $ 263,750   $ 147,701 - $ 263,750  36.0%  3.13%  4.69%  6.25%   7.81%  9.38%           10.94%           12.50%       
 
   $ 236,751 -  +          $ 263,751 - +          39.6%  3.31%  4.97%  6.62%   8.28%  9.93%           11.59%           13.25%       
 
</TABLE>
 
   * Net amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.    
A federally tax-exempt fund may invest a portion of its assets in
obligations that are subject to federal income tax. When 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.
   NEW YORK MUNICIPAL INCOME ONLY
Use the first table to find your approximate effective tax bracket as a New
York State resident with triple taxes (federal, state, and New York City)
or double taxes (federal and state) for 1996.
1996 TAX RATES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                        <C>                 <C>                 <C>          <C>         <C>              <C>         
   Taxable Income*                                            Marginal Tax Rate       
 
   Single Return           Joint Return         Marginal            New York    New York    Combined            Combined           
                                                  Federal             State        City        New York         New York           
                                                  Income                                       State and        State, City        
                                                  Tax                                          Federal          and Federal       
                                                  Bracket                                      Effective        Tax                
                                                                                               Tax              Bracket**          
                                                                                               Bracket**                            
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>           <C>         <C>         <C>          <C>         <C>              <C>              <C>              <C>              
   $ 0 -      $ 24,000    $ 0 -       $ 40,100     15.0%           0%               0%               15.00%           15.00%       
 
   $ 24,001 - $ 25,000    $ 40,101 -  $ 45,000     28.0%           7.125%           4.389%           33.13%           36.29%       
 
   $ 25,001 - $ 58,150    $ 45,001 -  $ 96,900     28.0%           7.125%           4.400%           33.13%           36.30%       
 
   $ 58,151 - $ 60,000    $ 96,901 -  $ 108,000    31.0%           7.125%           4.400%           35.92%           38.95%       
 
   $ 60,001 - $ 121,300   $ 108,001 - $ 147,700    31.0%           7.125%           4.457%           35.92%         38.99%       
 
   $ 121,301 - $ 263,750  $ 147,701 - $ 263,750    36.0%           7.125%           4.457%           40.56%           43.41%       
 
   $ 263,751 - +          $ 263,751 - +            36.6%           7.125%           4.457%           43.90%           46.60%       
 
</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.
Having determined your effective tax bracket, use the appropriate table
below to determine the tax-equivalent yield for a given tax-free yield.
NEW YORK CITY RESIDENTS - TRIPLE TAXES - 1996    
 
 
 
<TABLE>
<CAPTION>
<S>       <C>             <C>             <C>             <C>             <C>             <C>             <C>             
             If your effective combined federal, state, and New York City personal income tax rate in 1996 is:     
 
             15.00%          36.29%          36.30%          38.95%          38.99%          43.41%          46.60%       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                     <C>                                                          <C>   <C>   <C>   <C>   <C>       <C>       
   To match these          Your taxable investment would have to earn the following yield:                             
   tax-free yields:         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>          <C>              <C>              <C>              <C>              <C>              <C>              <C>              
   2%            2.35%            3.14%            3.14%            3.28%            3.28%            3.53%            3.75%        
 
   3%            3.53%            4.71%            4.71%            4.91%            4.92%            5.30%            5.62%        
 
   4%            4.71%            6.28%            6.28%            6.55%            6.56%            7.07%            7.49%        
 
   5%            5.88%            7.85%            7.85%            8.19%            8.20%            8.84%            9.36%        
 
   6%            7.06%            9.42%            9.42%            9.83%            9.83%            10.60%           11.24%       
 
   7%            8.24%            10.99%           10.99%           11.47%           11.47%           12.37%           13.11%       
 
   8%            9.41%            12.56%           12.56%           13.10%           13.11%           14.14%           14.98%       
 
   9%            10.59%           14.13%           14.13%           14.74%           14.75%           15.90%           16.85%       
 
   10%           11.76%           15.70%           15.70%           16.38%           16.39%           17.67%           18.73%       
 
   11%           12.94%           17.27%           17.27%           18.02%           18.03%           19.44%           20.60%       
 
</TABLE>
 
   NEW YORK STATE RESIDENTS (OUTSIDE NYC) - DOUBLE TAXES - 1996    
 
 
 
<TABLE>
<CAPTION>
<S>       <C>                    <C>             <C>             <C>             <C>             <C>             <C>             
             If your effective combined federal and state personal income tax rate in 1996 is:    
 
             15.00%                 33.13%          33.13%          35.92%          35.92%          40.56%          43.90%       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                       <C>                                                   <C>   <C>   <C>   <C>   <C>       <C>       
   To match these            Your taxable investment would have to earn the following yield:                       
   tax-free yields:          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>          <C>              <C>              <C>              <C>              <C>              <C>              <C>              
   2%            2.35%            2.99%            2.99%            3.12%            3.12%            3.36%            3.57%        
 
   3%            3.53%            4.49%            4.49%            4.68%            4.68%            5.05%            5.35%        
 
   4%            4.71%            5.98%            5.98%            6.24%            6.24%            6.73%            7.13%        
 
   5%            5.88%            7.48%            7.48%            7.80%            7.80%            8.41%            8.91%        
 
   6%            7.06%            8.97%            8.97%            9.36%            9.36%            10.09%           10.70%       
 
   7%            8.24%            10.47%           10.47%           10.92%           10.92%           11.78%           12.48%       
 
   8%            9.41%            11.96%           11.96%           12.48%           12.48%           13.46%           14.26%       
 
   9%            10.59%           13.46%           13.46%           14.04%           14.04%           15.14%           16.04%       
 
   10%           11.76%           14.95%           14.95%           15.61%           15.61%           16.82%           17.83%       
 
   11%           12.94%           16.45%           16.45%           17.17%           17.17%           18.51%           19.61%       
 
</TABLE>
 
   The fund may invest a portion of its assets in obligations that are
subject to city, state or federal income taxes. When the fund invests in
these obligations, its tax-equivalent yield will be lower. In the table
above, the tax-equivalent yields are calculated assuming investments are
100% federally and state tax-free.
CALIFORNIA MUNICIPAL INCOME ONLY
Use the first table to find your approximate effective tax bracket taking
into account federal and state taxes for 1996.
1996 TAX RATES AND TAX-EQUIVALENT YIELDS    
 
 
 
<TABLE>
<CAPTION>
<S>                      <C>   <C>              <C>   <C>                     <C>                    <C>                            
   Taxable Income*                                       Federal Income          State                  Combined California         
                                                                                                        and Federal Effective       
 
   Single Return                  Joint Return           Tax Bracket             Marginal Rate          Tax Bracket**               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                <C>                   <C>                <C>             <C>             <C>              
   $ 0  -                $ 4,831            $ 0  -                $ 9,662             15.0%           1.0%            15.85%       
 
   $ 4,832  -            $ 11,449           $ 9,663  -            $ 22,898            15.0%           2.0%            16.70%       
 
   $ 11,450  -           $ 18,068           $ 22,899  -           $ 36,136            15.0%           4.0%            18.40%       
 
   $ 18,069  -           $ 24,000           $ 36,137  -           $ 40,100            15.0%           6.0%            20.10%       
 
   $ 24,001  -           $ 25,083           $ 40,101  -           $ 50,166            28.0%           6.0%            32.32%       
 
   $ 25,084  -           $ 31,700           $ 50,167  -           $ 63,400            28.0%           8.0%            33.76%       
 
   $ 31,701  -           $ 58,150           $ 63,401  -           $ 96,900            28.0%           9.3%            34.70%       
 
   $ 58,151  -           $ 109,936          $ 96,901  -           $ 147,700           31.0%           9.3%            37.42%       
 
   $ 109,937  -          $ 121,300                                                    31.0%           10.0%           37.90%       
 
                                            $ 147,701  -          $ 219,872           36.0%           9.3%            41.95%       
 
   $ 121,301  -          $ 219,872          $ 219,873  -          $ 263,750           36.0%           10.0%           42.40%       
 
   $ 219,873  -          $ 263,750                                                    36.0%           11.0%           43.04%       
 
                                             $263,751  -          $ 439,744           39.6%           10.0%           45.64%       
 
   $263,751  -           +                  $ 439,745  -          +                   39.6%           11.0%           46.24%       
 
</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.
Having determined your effective tax bracket, use the following table to
determine the tax-equivalent yield for a given tax-free yield.    
 
 
 
<TABLE>
<CAPTION>
<S>  <C>     <C>     <C>     <C>      <C>      <C>      <C>     <C>       <C>      <C>      <C>      <C>      <C>     <C>       
             If your effective combined federal and state personal tax rate in 1996 is:     
 
     15.85%  16.70%  18.40%  20.10%   32.32%   33.76%   34.70%   37.42%   37.90%   41.95%   42.40%   43.04%   45.64%   46.24%       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>                                                                 <C>   <C>   <C>   <C>   <C>       <C>       
   To match           Your taxable investment would have to earn the following yield:                                              
   these                                                                                                                          
   tax-free                                                                                                                        
   yields:                                                                                                                         
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>      <C>      <C>              <C>              
   2%     2.38%  2.40%  2.45%  2.50%  2.96%  3.02%  3.06%  3.20%  3.22%  3.45%  3.47%    3.51%     3.68%            3.72%        
 
   3%     3.57%  3.60%  3.68%  3.75%  4.43%  4.53%  4.59%  4.79%  4.83%  5.17%  5.21%    5.27%     5.52%            5.58%        
 
   4%     4.75%  4.80%  4.90%  5.01%  5.91%  6.04%  6.13%  6.39%  6.44%  6.89%  6.94%    7.02%     7.36%            7.44%        
 
   5%     5.94%  6.00%  6.13%  6.26%  7.39%  7.55%  7.66%  7.99%  8.05%  8.61%  8.68%    8.78%     9.20%            9.30%        
 
   6%     7.13%  7.20%  7.35%  7.51%  8.87%  9.06%  9.19%  9.59%  9.66%  10.34% 10.42%   10.53%    11.04%           11.16%       
 
   7%     8.32%  8.40%  8.58%  8.76%  10.34% 10.57% 10.72% 11.19% 11.27% 12.06% 12.15%   12.29%    12.88%           13.02%       
 
   8%     9.51%  9.60%  9.80%  10.01% 11.82% 12.08% 12.25% 12.78% 12.88% 13.78% 13.89%   14.04%    14.72%           14.88%       
 
   9%    10.70%  10.80% 11.03% 11.26% 13.30% 13.59% 13.78% 14.38% 14.49% 15.50% 15.63%   15.80%    16.56%           16.74%       
 
   10%   11.88%  12.00% 12.25% 12.52% 14.78% 15.10% 15.31% 15.98% 16.10% 17.23% 17.36%   17.56%    18.40%           18.60%       
 
   11%   13.07%  13.21% 13.48% 13.77% 16.25% 16.61% 16.85% 17.58% 17.71% 18.95% 19.10%   19.31%    20.24%           20.46%       
 
</TABLE>
 
   The California income tax rates are those in effect for 1995, which will
be the same in 1996 except that California law requires that the brackets
be adjusted annually for inflation using 100% of the California Consumer
Price Index through June of the tax year. As of the date of this SAI, the
California Franchise Tax Board had not published the 1996
inflation-adjusted tax brackets. 
The fund may invest a portion of its assets in obligations that are subject
to state or federal income taxes. 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 and state tax-free.    
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a class's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in a class's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment over
a stated period, and then calculating the annually compounded percentage
rate that would have produced the same result if the rate of growth or
decline in value had been constant over the period. For example, a
cumulative total return of 100% over ten years would produce an average
annual total return of 7.18%, which is the steady annual rate of return
that would equal 100% growth on a compounded basis in ten years. Average
annual total returns covering periods of less than one year are calculated
by determining the class's total return for the period, extending that
return for a full year (assuming that return remains constant over the
year), and quoting the result as an annual return. While average annual
total returns are a convenient means of comparing investment alternatives,
investors should realize that performance is not constant over time, but
changes from year to year, and that average annual total returns represent
averaged figures as opposed to the actual year-to-year performance.
In addition to average annual total returns, a class may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking a
class's maximum sales charge into account. Excluding a sales charge from a
total return calculation produces a higher total return figure. Total
returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using 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 a NAV has
crossed, stayed above, or stayed below its moving average. 
   The 13-week and 39-week long-term moving averages are shown below:*
FUND          AS OF          13-WEEK          39-WEEK       
 
 
<TABLE>
<CAPTION>
<S>                                              <C>               <C>             <C>             
   Global Resources - Class A                       10/27/95          $19.91          $18.52       
 
   Global Resources - Class B                       10/27/95          19.89           18.52        
 
   Global Resources - Institutional                 10/27/95          19.92           18.53        
 
   Growth Opportunities - Class A                   10/27/95          30.47           28.28        
 
   Growth Opportunities - Institutional             10/27/95          30.52           28.30        
 
   Income & Growth - Class A                        10/27/95          15.37           14.90        
 
   Income & Growth - Institutional                  10/27/95          15.39           14.89        
 
   Overseas - Class A                               10/27/95          14.14           13.74        
 
   Overseas - Class B                               10/27/95          14.14           13.74        
 
   Overseas - Institutional                         10/27/95          14.18           13.75        
 
   High Yield - Class A                             10/27/95          11.69           11.22        
 
   High Yield - Class B                             10/27/95          11.69           11.23        
 
   High Yield - Institutional                       10/27/95          11.57           11.12        
 
   Equity Growth - Class A                          11/24/95          39.19           35.51        
 
   Equity Growth - Institutional                    11/24/95          39.69           35.91        
 
   Equity Income - Class A                          11/24/95          19.37           18.20        
 
   Equity Income - Class B                          11/24/95          19.33           18.18        
 
   Equity Income - Institutional                    11/24/95          19.49           18.28        
 
   Strategic Opportunities - Class A                12/29/95          24.01           22.32        
 
   Strategic Opportunities - Class B                12/29/95          23.71           22.07        
 
   Strategic Opportunities - Institutional          12/29/95          23.92           22.20        
 
   Strategic Opportunities - Initial                12/29/95          24.21           22.47        
 
   Emerging Market Income - Class A                 12/29/95          8.65            8.18         
 
   Emerging Market Income - Class B                 12/29/95          8.68            8.22         
 
   Emerging Market Income - Institutional           12/29/95          8.65            8.17         
 
   Strategic Income - Class A                       12/29/95          10.72           10.35        
 
   Strategic Income - Class B                       12/29/95          10.74           10.38        
 
   Strategic Income - Institutional                 12/29/95          10.74           10.36        
 
</TABLE>
 
   * Moving averages are shown for those classes that had commenced
operations prior to February 26, 1996 (the date of this SAI).
The following tables and charts show performance for each class of shares
of each fund. Class A shares have a maximum front-end sales charge of 3.50%
for Overseas, Equity Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Equity Income, and Income & Growth (the Equity
Funds); 3.50% for Emerging Markets Income, High Yield, Strategic Income,
Government Investment, New York Municipal Income, and High Income Municipal
(the Bond Funds); 2.75% for Intermediate Bond and Intermediate Municipal
Income (the Intermediate Bond Funds); and 1.50% for Short Fixed-Income and
Short-Intermediate Municipal Income (the Short Bond Funds). Class A shares
are also subject to a 12b-1 fee of 0.50% (the Equity Funds), 0.25% (the
Bond Funds and the Intermediate Bond Funds), and 0.15% (the Short-Term Bond
Funds). Class B shares have contingent deferred sales charges (CDSC) upon
redemption: maximum CDSC is 4.00% for all funds except the Intermediate
Bond Funds, which have a maximum CDSC of 3.00%. Class B shares are also
subject to a 12b-1 fee of 0.75% (the Equity Funds) or 0.65% (the Bonds
Funds and the Intermediate Bond Funds), as well as a 0.25% shareholder
services fee. Institutional Class shares do not have a sales charge or a
12b-1 fee.
HISTORICAL BOND FUND RESULTS. The following tables show yields,
tax-equivalent yields (for municipal funds), and total returns for each
class of each bond fund for the fiscal year ended 1995 for those bond funds
that had commenced operations as of February 26, 1996, the date of this
SAI. The tax-equivalent yield is based on a 36% federal income tax rate.
Note that each municipal fund may invest in securities whose income is
subject to the federal alternative minimum tax.    
 
<TABLE>
<CAPTION>
<S>       <C>       <C>       <C>                            <C>                        
                                 Average Annual Total          Cumulative Total       
                                 Returns1                       Returns1                
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>         <C>      <C>        <C>      <C>     <C>        <C>     <C>       <C>     
                         Fiscal   Yield2   Tax        One      Five    Ten        One      Five      Ten       
                         Period            Equivalen  Year     Years   Years/     Year     Years     Years/    
                         Ended             t Yield2                    Life of                      Life of    
                                                                         Fund+                       Fund+    
 
    Emerging 
Markets               12/31       9.86%    N/A        3.24%    N/A    3.15%      3.24%    N/A        5.79%      
 Income - Class A                                           
 
 Emerging 
Markets                           9.45%       N/A      2.47%   N/A     3.09%   2.47%      N/A      5.67%      
 Income - Class B                                             
 
 Emerging 
Markets                            N/A        N/A     7.11%    N/A     5.27%   7.11%      N/A      9.76%      
 Income - Institutional                                      
 
 High Yield - 
Class A               10/31       8.15%     N/A       11.03%  18.52    13.39%  11.03%   133.86%   203.26%    
                                                              % 
 
 High Yield - 
Class B                          7.78%     N/A        10.12%  18.96    13.68%  10.12%   138.20%   210.19%     
                                                              %  
 
 High Yield - 
Institutional                    N/A        N/A       14.50%  19.25    13.79%  14.50%   141.19%   212.76%    
                                                              %   
 
 Strategic Income - 
Class A               12/31    7.40%       N/A        17.75%   N/A     15.16%  17.75%   N/A       17.96%     
 
 Strategic Income - 
Class B                         6.85%     N/A         17.35%   N/A     15.43%  17.35%   N/A       18.28%     
 
 Strategic Income - 
Institutional                  N/A        N/A         22.41%     N/A    19.04% 22.41%     N/A     22.62%     
 
 Government Investment - 
Class A              10/31     5.13%     N/A          10.89%    7.63%   6.93% 10.89%    44.47%   80.56%     
 
 Government Investment - 
Class B                        4.54%     N/A          10.19%    8.03%   7.23% 10.19%    47.14%   85.15%     
 
 Government Investment -        N/A      N/A          15.03%    8.43%   7.37%  15.03%   49.85%    87.30%     
 Institutional                                                 
 
 Intermediate Bond - 
Class A              11/30     4.89%     N/A            8.36%  8.01%    8.55%  8.36%    47.00%    127.23%    
 
 Intermediate Bond - 
Class B                        4.25%     N/A            7.62%  8.35%    8.73%  7.62%    49.34%   130.84%    
 
 Intermediate Bond - 
Institutional                  5.34%     N/A            11.73% 8.91%    9.01%  11.73%   53.25%   136.88%    
 
 Short Fixed Income - 
Class A              10/31     5.21%     N/A            4.46%  6.91%    7.16%   4.46%   39.65%  75.49%     
 
 Short Fixed Income -          N/A        N/A           6.10%  7.24%    7.37%   6.10%   41.85%  78.25%     
 Institutional                                               
 
 High Income Municipal - 
Class A              10/31    5.46%      8.53%         8.56%   8.05%   9.22%    8.56%  47.30%   104.81%    
 
 High Income Municipal - 
Class B                       4.97%      7.77%         7.57%   8.40%  9.52%     7.57%  49.66%   109.48%    
 
 High Income Municipal -       N/A        N/A          12.59%  8.84%  9.71%     12.59%  52.76%    112.40%    
 Institutional                                               
 
 Intermediate 
Municipal           11/30    3.92%      6.13%         12.31%   6.08%  6.76%     12.31%  34.34%   92.42%     
 Income - Class A                                            
 
 Intermediate 
Municipal                    3.22%      5.03%         11.60%   6.43%  6.94%     11.60%  36.54%   95.57%     
 Income - Class B                                            
 
 Intermediate Municipal      4.30%      6.72%         15.44%   6.81%  7.13%     15.44%  39.01%   99.11%     
 Income - Institutional                                      
 
 Short Intermediate 11/30   3.52%      5.50%         7.74%      N/A    4.62%    7.74%   N/A       8.03%      
 Municipal Income - Class A                                  
 
 Short Intermediate          N/A        N/A          9.34%      N/A    5.53%    9.34%    N/A      9.64%      
 Municipal Income - Institutional                           
 
 New York Municipal 10/31    N/A        N/A           N/A       N/A     N/A      N/A     N/A       1.18%      
 Income - Class A                                             
 
 New York Municipal          N/A        N/A           N/A         N/A   N/A      N/A     N/A       0.65%      
 Income - Class B                                            
 
 New York Municipal          N/A        N/A           N/A         N/A   N/A      N/A     N/A       4.96%      
 Income - Institutional                                          
 
</TABLE>
 
   + Life of fund figures are from commencement of operations March 10,
1994 for Emerging Markets Income; January 5, 1987 for High Yield; January
7, 1987 for Government Investment; October 31, 1994 for Strategic Income;
September 16, 1987 for Short-Fixed Income and High Income Municipal; March
16, 1994 for Short-Intermediate Municipal Income; and August 21, 1995 for
New York Municipal Income) through each fund's 1995 fiscal year end.
1 Average annual and cumulative total returns for Class A shares include
the effect of paying Class A's maximum applicable front-end sales charge of
3.50% for Equity Funds and Bond Funds; 2.75% for the Intermediate Bond
Funds; 1.50% for the Short Bond Funds. Average annual and cumulative total
returns for Class B shares include the effect of paying Class B's
applicable CDSC upon redemption based on the following schedule: For the
Equity Funds and the Bond Funds - one year or less, 4%; greater than one
year to three years, 3%; greater than three years to four years, 2%;
greater than four years to five years, 1%; greater than five years, 0%, for
the Intermediate Bond Funds - one year or less, 3%; greater than one year
to two years, 2%; greater than two years to three years, 1%; greater than
three years, 0%. Returns prior to July 3, 1995 for Institutional Class
shares of all funds except Intermediate Bond, Intermediate Municipal
Income, and New York Municipal Income are those of each fund's Class A
shares and include the then-current Class A 12b-1 fees of either 0.25% for
Emerging Markets Income, High Yield, Strategic Income, and Government
Investment or 0.15% for Short-Fixed Income and Short-Intermediate Municipal
Income. Class A returns prior to September 10, 1992 for Intermediate Bond
and Intermediate Municipal Income are those of Institutional Class and do
not reflect Class A's then-applicable 12b-1 fees of 0.25% (the Bond Funds
and Intermediate Bond Funds). Class B returns prior to June 30, 1994 for
all funds except Intermediate Bond, Intermediate Municipal Income, and New
York Municipal Income are those of Class A shares and include the
applicable Class A 12b-1 fees discussed above. Class B returns from each
fund's commencement of operations up to September 10, 1992 for Intermediate
Bond and Intermediate Municipal Income reflect the returns of Institutional
Class, which does not have a 12b-1 fee.
2 Yields and tax-equivalent yields shown for Class A shares include the
effect of the applicable Class A front-end sales charge and 12b-1 fee.
Yields and tax-equivalent yields shown for Class B shares include the
effect of the applicable Class B 12b-1 fee, but not the CDSC.
Note: If FMR had not reimbursed certain class expenses during certain of
these periods, the yields and total returns for those periods for Emerging
Markets Income, High Yield, Strategic Income, Government Investment,
Intermediate Bond, Short Fixed-Income, High Income Municipal, Intermediate
Municipal Income, and Short-Intermediate Municipal Income would have been
lower. The table below shows what the classes yields and tax-equivalent
yields (if applicable) would have been if the class had not been in
reimbursement.    
 
<TABLE>
<CAPTION>
<S>                                          <C>              <C>                  <C>              <C>                  
                                                Class A                               Class B                            
 
   Fund                                         Yield*           Tax-
                Yield*           Tax-Equiva        
                                                                 Equivalent                            lent Yield*       
                                                                 Yield*                                                  
 
   Emerging Markets Income                      9.78%            N/A                  9.38%            N/A               
 
   Intermediate Bond                            N/A              N/A                  4.24%            N/A               
 
   Government Investment                        5.12%            N/A                  N/A              N/A               
 
   Short-Intermediate Municipal Income          3.46%            5.41%                N/A              N/A               
 
</TABLE>
 
   * See footnote 2 above.
HISTORICAL EQUITY FUND RESULTS. The following table shows the total returns
for 1995 fiscal periods ended as indicated, for those classes that had
commenced operations as of February 26, 1996, the date of this SAI.
                    Average Annual Total
          Cumulative Total
       
                       Returns1                       Returns1                
 
 
 
 
<TABLE>
<CAPTION>
<S>                                <C>         <C>        <C>          <C>                <C>          <C>          <C>          
                                    Fiscal       One         Five       Ten                One          Five        Ten            
                                    Period       Year        Years      Years/Life         Year         Years       Years/Life     
                                    Ended                               of Fund+                                    of Fund+       
 
                                         
 
 Overseas - Class A                 10/31        (3.74)%      7.99%       6.31%            (3.74)%      46.83%       40.22%        
 
 Overseas - Class B                              (4.21)%      8.61%       6.99%            (4.21)%      51.16%       45.31%        
 
 Overseas - Institutional                         0.11%        8.84%       7.06%            0.11%        52.70%       45.83%        
 
 Equity Growth - Class A            11/30        36.17%       24.51%      19.55%           36.17%       199.19%      496.35%       
 
 Equity Growth - Institutional                   42.15%       26.02%      20.27%           42.15%       217.79%      533.43%       
 
 Global Resources - Class A         10/31        7.50%        14.83%      14.60%           7.50%        99.63%       191.38%       
 
 Global Resources - Class B                      7.28%        15.51%      15.11%           7.28%        105.66%      201.64%       
 
 Global Resources -                             11.52%       15.67%      15.14%           11.52%       107.09%      202.26%       
  Institutional                 
 
 Growth Opportunities - Class A    10/31        18.58%       24.29%      20.50%           18.58%       196.64%      341.17%       
 
 Growth Opportunities -                         23.20%       25.25%      21.08%           23.20%       208.20%      358.35%       
  Institutional                     
 
 Strategic Opportunities - Class A  12/31        33.32%       15.67%      14.08%           33.32%       107.07%      273.35%       
 
 Strategic Opportunities - Class B               33.35%       16.24%      14.41%           33.35%       112.22%      284.43%       
 
 Strategic Opportunities -                      38.60%       16.57%      14.52%           38.60%       115.27%      288.12%       
  Institutional                     
 
 Equity Income - Class A            11/30        24.93%       18.96%      13.24%           24.93%       138.24%      246.59%       
 
 Equity Income - Class B                         24.95%       19.60%      13.59%           24.95%       144.74%      257.49%       
 
 Equity Income - Institutional                   30.43%       20.42%      13.93%           30.43%       153.21%      268.37%       
 
 Income & Growth - Class A           10/31        4.08%        13.63%      11.10%           4.08%        89.40%       153.18%       
 
 Income & Growth -                               8.77%        14.63%      11.66%           8.77%        97.93%       164.59%       
  Institutional                          
 
</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; January 6, 1987 for Income & Growth) through
each fund's 1995 fiscal year end.
1 Average annual and cumulative total returns for Class A shares include
the effect of paying Class A's maximum applicable front-end sales charge of
3.50% for Equity Funds and Bond Funds; 2.75% for the Intermediate Bond
Funds; 1.50% for the Short Bond Funds. Average annual and cumulative total
returns for Class B shares include the effect of paying Class B's
applicable CDSC upon redemption based on the following schedule: For the
Equity Funds and the Bond Funds - one year or less, 4%; greater than one
year to three years, 3%; greater than three years to four years, 2%;
greater than four years to five years, 1%; greater than five years, 0%, for
the Intermediate Bond Funds - one year or less, 3%; greater than one year
to two years, 2%; greater than two years to three years, 1%; greater than
three years, 0%. Returns prior to July 3, 1995 for Institutional Class
shares of all funds except Equity Growth and Equity Income are those of
each fund's Class A shares and include the then-current 12b-1 fee of 0.65%.
Class A returns prior to September 10, 1992 for Equity Growth and Equity
Income are those of the Institutional Class which does not have a 12b-1
fee. Class A returns prior to August 20, 1986 for Strategic Opportunities
reflect those of Initial Class shares, the fund's original class which does
not have a 12b-1 fee. Class B returns prior to June 30, 1994 for all funds
except Overseas, Global Resources, Strategic Opportunities and Equity
Income are those of Class A shares and include the applicable Class A 12b-1
fee. Class B returns from each fund's commencement of operations to
September 10, 1992 for Equity Growth and Equity Income reflect the returns
of the Institutional Class, which does not have a 12b-1 fee. Class B
returns for Strategic Opportunities from August 20, 1986 through June 30,
1994 reflect the performance of Class A shares, including the
then-applicable 0.65% 12b-1 fee and from December 31, 1983 through August
20, 1986 reflect the performance of Initial Class shares. Class B returns
prior to July 3, 1995 for Overseas and Global Resources reflect Class A
performance, including the then-applicable 0.65% 12b-1 fee.
Note: If FMR had not reimbursed certain class expenses during certain of
these periods, the total returns for those 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 class's return to the record of the S&P 500, the Dow
Jones Industrial Average (DJIA), 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 average of common stocks 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
those funds. Common stocks generally offer greater growth potential than
bonds, but generally experience greater price volatility, which means
greater potential for loss. In addition, common stocks generally provide
lower income than a fixed-income investment such as the bond funds. Each
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 and
including the effect of each fund's Class A maximum front-end sales charge
or Class B applicable CDSC. 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.
EQUITY GROWTH - CLASS A          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>        <C>                 <C>                    <C>             <C>           <C>           <C>              
   Period Ended  Value of    Value of              Reinvested            Total          S&P          DJIA          Cost         
   Nov. 30       Initial     Reinvested            Capital Gain          Value           500                         of           
                 $10,000     Dividend              Distributions                                                      Living*       
                 Investment  Distributions        
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>         <C>           <C>                <C>                <C>                <C>                <C>                
   1995    $ 34,658    $ 1,668           $ 23,309           $ 59,635           $ 41,199           $ 47,557           $ 14,092       
 
   1994     24,817      1,072             16,372             42,261             30,077             34,192             13,752        
 
   1993     25,670      1,109             14,823             41,602             29,766             32,779             13,376        
 
   1992     22,911      880               12,537             36,328             27,035             28,578             13,028        
 
   1991     21,127      771               8,135              30,033             22,814             24,302             12,642        
 
   1990     13,531      494               5,210              19,235             18,956             20,777             12,275        
 
   1989     15,071      449               3,201              18,721             19,640             21,131             11,550        
 
   1988     10,459      38                2,222              12,719             15,010             15,910             11,037        
 
   1987     8,632       22                1,147              9,801              12,171             13,310             10,587        
 
   1986     11,469      20                337                11,826             12,768             13,479             10,128        
 
</TABLE>
 
   * From month-end closest to initial investment date.
EQUITY GROWTH - INSTITUTIONAL CLASS          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>         <C>            <C>               <C>            <C>               <C>               <C>                
   Period Ended  Value of    Value of          Reinvested        Total          S&P               DJIA               Cost           
   Nov. 30       Initial        Reinvested  Capital Gain         Value          500                                   of        
                 $10,000        Dividend       Distributions                                                         Living*    
                 Investment  Distributions                                                                                      
 
 
   1995       $ 36,420       $ 2,443             $ 24,480         $ 63,343   $ 41,199           $ 47,557           $ 14,092       
 
   1994         26,060        1,318               17,183           44,561    30,077             34,192             13,752        
 
   1993         26,817        1,191               15,485           43,493    29,766             32,779             13,376        
 
   1992         23,778        913                 13,012           37,703    27,035             28,578             13,028        
 
   1991         21,894        799                 8,430            31,123    22,814             24,302             12,642        
 
   1990         14,022        511                 5,399            19,932    18,956             20,777             12,275        
 
   1989         15,618        465                 3,317            19,400    19,604             21,131             11,550        
 
   1988         10,839        40                  2,302            13,181    15,010             15,910             11,037        
 
   1987         8,945         23                  1,189            10,157    12,171             13,310             10,587        
 
   1986         11,885        21                  349              12,255    12,768             13,479             10,128        
 
</TABLE>
 
   * From month-end closest to initial investment date.
GLOBAL RESOURCES - CLASS A          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>          <C>              <C>               <C>      <C>     <C>       <C>               
    Period Ended   Value of      Value of         Reinvested       Total     S&P     DJIA     Cost       
 Oct. 31           Initial       Reinvested       Capital Gain     Value     500              of         
                   $10,000       Dividend         Distributions                               Living**    
                   Investment    Distributions   
 
</TABLE>
 
<TABLE>
<CAPTION>
<S>         <C>           <C>         <C>          <C>           <C>           <C>           <C>                
 1995       $ 18,576      $ 129      $ 10,433      $ 29,138      $ 30,328      $ 31,450      $ 13,319    
 
 1994        16,945        117        9,093         26,155        23,986        25,207        12,955     
 
 1993        16,974        118        8,065         25,157        23,093        23,104        12,626     
 
 1992        13,394        93         4,349         17,836        20,090        19,672        12,288     
 
 1991        13,616        95         3,121         16,832        18,268        18,172        11,906     
 
 1990        11,870        82         2,133         14,085        13,683        13,970        11,568     
 
 1989        12,159        0          1,082         13,241        14,791        14,557        10,884     
 
 1988*       11,069        0          0             11,069        11,702        11,395        10,416     
 
</TABLE>
 
 * From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GLOBAL RESOURCES - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>              <C>              <C>          <C>          <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions 
 
 
 1995               $ 19,230       $ 134             $ 10,800          $ 30,164      $ 30,328      $ 31,450      $ 13,319    
 
 1994                17,560         121               9,423             27,104        23,986        25,207        12,955     
 
 1993                17,590         121               8,358             26,069        23,093        23,104        12,626     
 
 1992                13,880         96                4,507             18,483        20,090        19,672        12,288     
 
 1991                14,110         98                3,234             17,442        18,268        18,172        11,906     
 
 1990                12,300         85                2,211             14,596        13,683        13,970        11,568     
 
 1989                12,600         0                 1,121             13,721        14,791        14,557        10,884     
 
 1988*               11,470         0                 0                 11,470        11,702        11,395        10,416     
 
</TABLE>
 
 * From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GLOBAL RESOURCES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>               <C>          <C>          <C>          <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions      
 
 
 1995               $ 19,270       $ 134             $ 10,822          $ 30,226      $ 30,328      $ 31,450      $ 13,319    
 
 1994                17,560         121               9,423             27,104        23,986        25,207        12,955     
 
 1993                17,590         121               8,358             26,069        23,093        23,104        12,626     
 
 1992                13,880         96                4,507             18,483        20,090        19,672        12,288     
 
 1991                14,110         98                3,234             17,442        18,268        18,172        11,906     
 
 1990                12,300         85                2,211             14,596        13,683        13,970        11,568     
 
 1989                12,600         0                 1,121             13,721        14,791        14,557        10,884     
 
 1988*               11,470         0                 0                 11,470        11,702        11,395        10,416     
 
</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>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions        
 
 
 1995               $ 29,809       $ 1,552           $ 12,756          $ 44,117      $ 30,770      $ 31,921      $ 13,319    
 
 1994                25,688         938               9,277             35,903        24,336        25,585        12,955     
 
 1993                24,501         801               7,723             33,025        23,430        23,449        12,626     
 
 1992                20,400         506               4,873             25,779        20,383        19,966        12,288     
 
 1991                19,860         375               2,763             22,998        18,534        18,444        11,906     
 
 1990                12,535         72                1,744             14,351        13,882        14,179        11,568     
 
 1989                15,951         37                907               16,895        15,006        14,775        10,884     
 
 1988*               13,771         0                 0                 13,771        11,872        11,566        10,416     
 
</TABLE>
 
 * From November 18, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>              <C>              <C>          <C>         <C>            <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions       
 
 
 1995               $ 30,970       $ 1,612           $ 13,253          $ 45,835      $ 30,770      $ 31,921      $ 13,319    
 
 1994                26,620         971               9,614             37,205        24,336        25,585        12,955     
 
 1993                25,390         830               8,003             34,223        23,430        23,449        12,626     
 
 1992                21,140         524               5,050             26,714        20,383        19,966        12,288     
 
 1991                20,580         390               2,863             23,833        18,534        18,444        11,906     
 
 1990                12,990         75                1,807             14,872        13,882        14,179        11,568     
 
 1989                16,530         37                940               17,507        15,006        14,775        10,884     
 
 1988*               14,270         0                 0                 14,270        11,872        11,566        10,416     
 
</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>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Dec. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living*      
                  Investment    Distributions 
 
 
 1995               $ 17,798       $ 6,524           $ 13,013          $ 37,335      $ 40,054      $ 45,581      $ 14,044    
 
 1994                13,377         4,473             9,173             27,023        29,114        33,338        13,696     
 
 1993                14,879         4,432             9,799             29,110        28,735        31,759        13,339     
 
 1992                13,627         3,559             6,985             24,171        26,104        27,146        12,983     
 
 1991                13,227         2,798             5,389             21,414        24,251        25,300        12,617     
 
 1990                12,619         2,052             2,728             17,399        18,585        20,347        12,242     
 
 1989                14,171         1,508             3,064             18,743        19,183        20,457        11,537     
 
 1988                10,988         771               2,376             14,135        14,567        15,526        11,025     
 
 1987                9,314          234               2,014             11,562        12,492        13,394        10,558     
 
 1986                11,596         63                685               12,344        11,868        12,703        10,110     
 
</TABLE>
 
 * From month-end closest to initial investment date.
STRATEGIC OPPORTUNITIES - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>              <C>           <C>          <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Dec. 31          Initial       Reinvested       Capital Gain     Value         500                       of          
                  $10,000       Dividend         Distributions                                            Living*      
                  Investment    Distributions                                                       
 
 
 1995               $ 18,206       $ 6,906           $ 13,331          $ 38,443      $ 40,054      $ 45,851      $ 14,044    
 
 1994                13,766         4,781             9,443             27,990        29,114        33,338        13,696     
 
 1993                15,419         4,592             10,155            30,166        28,735        31,759        13,339     
 
 1992                14,122         3,687             7,238             25,047        26,104        27,146        12,983     
 
 1991                13,706         2,901             5,584             22,191        24,251        25,300        12,617     
 
 1990                13,076         2,127             2,827             18,030        18,585        20,347        12,242     
 
 1989                14,685         1,562             3,175             19,422        19,183        20,457        11,537     
 
 1988                11,386         800               2,462             14,648        14,567        15,526        11,025     
 
 1987                9,652          243               2,087             11,982        12,492        13,394        10,558     
 
 1986                12,016         66                710               12,792        11,868        12,703        10,110     
 
</TABLE>
 
 * From month-end closest to initial investment date.
STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>              <C>              <C>       <C>     <C>      <C>              
 Period Ended     Value of      Value of         Reinvested       Total     S&P     DJIA     Cost      
 Dec. 31          Initial       Reinvested       Capital Gain     Value     500              of        
                  $10,000       Dividend         Distributions                               Living*    
                  Investment    Distributions    
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>          <C>           <C>           <C>           <C>                <C>                <C>                
 1995      $ 18,384      $ 6,984      $ 13,444      $ 38,812      $ 40,054      $ 45,581      $ 14,044    
 
 1994       13,862        4,635        9,506         28,003        29,114        33,338        13,696     
 
 1993       15,419        4,592        10,155        30,166        28,735        31,759        13,339     
 
 1992       14,122        3,687        7,238         25,047        26,104        27,146        12,983     
 
 1991       13,706        2,901        5,584         22,191        24,251        25,300        12,617     
 
 1990       13,076        2,127        2,827         18,030        18,585        20,347        12,242     
 
 1989       14,685        1,562        3,175         19,422        19,183        20,457        11,537     
 
 1988       11,386        800          2,462         14,648        14,567        15,526        11,025     
 
 1987       9,652         243          2,087         11,982        12,492        13,394        10,558     
 
 1986       12,016        66           710           12,792        11,868        12,703        10,110     
 
</TABLE>
 
 * From month-end closest to initial investment date.
EQUITY INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>              <C>              <C>          <C>          <C>          <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Nov. 30          Initial       Reinvested       Capital Gain     Value         500                       of          
                  $10,000       Dividend         Distributions                                            Living*      
                  Investment     Distributions 
 
 
 1995               $ 16,110       $ 11,832          $ 6,717           $ 34,659      $ 41,199      $ 47,557      $ 14,092    
 
 1994                12,888         8,989             4,894             26,771        30,077        34,192        13,752     
 
 1993                12,000         8,041             4,557             24,598        29,766        32,779        13,376     
 
 1992                10,385         6,511             3,944             20,840        27,035        28,578        13,028     
 
 1991                8,947          4,919             3,398             17,264        22,814        24,302        12,642     
 
 1990                7,688          3,432             2,919             14,039        18,956        20,777        12,275     
 
 1989                9,908          3,248             3,341             16,497        19,640        21,131        11,550     
 
 1988                8,964          2,044             3,023             14,031        15,010        15,910        11,037     
 
 1987                8,826          1,109             1,114             11,049        12,171        13,310        10,587     
 
 1986                10,934         674               308               11,916        12,768        13,479        10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
EQUITY INCOME - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>               <C>       <C>     <C>      <C>              
 Period Ended     Value of      Value of         Reinvested       Total     S&P     DJIA     Cost      
 Nov. 30          Initial       Reinvested       Capital Gain     Value     500              of        
                  $10,000       Dividend         Distributions                               Living*    
                  Investment    Distributions    
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>           <C>           <C>          <C>           <C>           <C>           <C>                
 1995      $ 16,653      $ 12,152      $ 6,944      $ 35,749      $ 41,199      $ 47,557      $ 14,092    
 
 1994       13,339        9,319         5,066        27,724        30,077        34,192        13,752     
 
 1993       12,435        8,333         4,722        25,490        29,766        32,779        13,376     
 
 1992       10,762        6,747         4,087        21,596        27,035        28,578        13,028     
 
 1991       9,272         5,097         3,521        17,890        22,814        24,302        12,642     
 
 1990       7,967         3,556         3,025        14,548        18,956        20,777        12,275     
 
 1989       10,268        3,366         3,462        17,096        19,640        21,131        11,550     
 
 1988       9,289         2,118         3,132        14,539        15,010        15,910        11,037     
 
 1987       9,146         1,149         1,154        11,449        12,171        13,310        10,587     
 
 1986       11,331        698           319          12,348        12,768        13,479        10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
EQUITY INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>              <C>              <C>          <C>          <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Nov. 30          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living*      
                  Investment    Distributions  
 
 
 1995               $ 16,812       $ 13,012          $ 7,013           $ 36,837      $ 41,199      $ 47,557      $ 14,092    
 
 1994                13,448         9,688             5,107             28,243        30,077        34,192        13,752     
 
 1993                12,494         8,479             4,745             25,718        29,766        32,779        13,376     
 
 1992                10,778         6,759             4,093             21,630        27,035        28,578        13,028     
 
 1991                9,272          5,097             3,521             17,890        22,814        24,302        12,642     
 
 1990                7,967          3,556             3,025             14,548        18,956        20,777        12,275     
 
 1989                10,268         3,366             3,462             17,096        19,640        21,131        11,550     
 
 1988                9,289          2,118             3,132             14,539        15,010        15,910        11,037     
 
 1987                9,146          1,149             1,154             11,449        12,171        13,310        10,587     
 
 1986                11,331         698               319               12,348        12,768        13,479        10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
INCOME & GROWTH - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>              <C>          <C>          <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                       of          
                  $10,000       Dividend         Distributions                                           Living**     
                  Investment     Distributions  
 
 
 1995               $ 14,765       $ 7,234           $ 3,319           $ 25,318      $ 30,447      $ 31,938      $ 13,910    
 
 1994                14,157         6,136             3,182             23,475        24,080        25,598        13,529     
 
 1993                15,353         6,082             2,688             24,123        23,183        23,462        13,186     
 
 1992                13,906         4,701             1,552             20,159        20,169        19,977        12,833     
 
 1991                13,635         3,975             672               18,282        18,339        18,454        12,434     
 
 1990                10,046         2,359             495               12,900        13,736        14,187        12,081     
 
 1989                12,323         1,569             0                 13,892        14,849        14,782        11,367     
 
 1988                10,683         784               0                 11,467        11,747        11,572        10,878     
 
 1987*               9,110          163               0                 9,273         10,232        10,358        10,434     
 
</TABLE>
 
 * From January 6, 1987 (commencement of operations).
** From month-end closest to initial investment date.
INCOME & GROWTH - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>              <C>          <C>           <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions      
 
 
 1995               $ 15,400       $ 7,597           $ 3,462           $ 26,459      $ 30,447      $ 31,938      $ 13,910    
 
 1994                14,670         6,358             3,298             24,326        24,080        25,598        13,529     
 
 1993                15,910         6,302             2,786             24,998        23,183        23,462        13,186     
 
 1992                14,410         4,873             1,608             20,891        20,169        19,977        12,833     
 
 1991                14,130         4,119             696               18,945        18,339        18,454        12,434     
 
 1990                10,410         2,444             513               13,367        13,736        14,187        12,081     
 
 1989                12,770         1,626             0                 14,396        14,849        14,782        11,367     
 
 1988                11,070         813               0                 11,883        11,747        11,572        10,878     
 
 1987*               9,440          170               0                 9,610         10,232        10,358        10,434     
 
</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>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions      
 
 
 1995               $ 11,493       $ 17,779          $ 1,054           $ 30,326      $ 31,158      $ 32,670      $ 13,910    
 
 1994                10,827         14,538            993               26,358        24,643        26,185        13,529     
 
 1993                11,590         13,596            494               25,680        23,725        23,999        13,186     
 
 1992                10,683         10,634            0                 21,317        20,640        20,435        12,833     
 
 1991                9,766          7,712             0                 17,478        18,768        18,877        12,434     
 
 1990                7,865          4,649             0                 12,514        14,057        14,512        12,081     
 
 1989                8,656          3,426             0                 12,082        15,196        15,121        11,367     
 
 1988                9,515          2,177             0                 11,692        12,022        11,837        10,878     
 
 1987*               8,772          800               0                 9,572         10,472        10,595        10,434     
 
</TABLE>
 
 * From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH YIELD - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>              <C>          <C>           <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions     
 
 
 1995               $ 11,890       $ 18,039          $ 1,090           $ 31,019      $ 31,158      $ 32,670      $ 13,910    
 
 1994                11,210         14,942            1,028             27,180        24,643        26,185        13,529     
 
 1993                12,010         14,089            512               26,611        23,725        23,999        13,186     
 
 1992                11,070         11,020            0                 22,090        20,640        20,435        12,833     
 
 1991                10,120         7,992             0                 18,112        18,768        18,877        12,434     
 
 1990                8,150          4,818             0                 12,968        14,057        14,512        12,081     
 
 1989                8,970          3,550             0                 12,520        15,196        15,121        11,367     
 
 1988                9,860          2,256             0                 12,116        12,022        11,837        10,878     
 
 1987*               9,090          829               0                 9,919         10,472        10,595        10,434     
 
</TABLE>
 
 * From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH YIELD - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>                <C>              <C>           <C>           <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Oct. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions  
 
 
 1995               $ 11,760       $ 18,438          $ 1,078           $ 31,276      $ 31,158      $ 32,670      $ 13,910    
 
 1994                11,220         15,065            1,029             27,314        24,643        26,185        13,529     
 
 1993                12,010         14,089            512               26,611        23,725        23,999        13,186     
 
 1992                11,070         11,020            0                 22,090        20,640        20,435        12,833     
 
 1991                10,120         7,992             0                 18,112        18,768        18,877        12,434     
 
 1990                8,150          4,818             0                 12,968        14,057        14,512        12,081     
 
 1989                8,970          3,550             0                 12,520        15,196        15,121        11,367     
 
 1988                9,860          2,256             0                 12,116        12,022        11,837        10,878     
 
 1987*               9,090          829               0                 9,919         10,472        10,595        10,434     
 
</TABLE>
 
 * From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
STRATEGIC INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>              <C>                <C>          <C>            <C>           <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Dec. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions  
 
 
 1995               $ 10,615       $ 941             $ 240             $ 11,796      $ 13,414      $ 13,400      $ 10,268    
 
 1994*               9,573          94                0                 9,667         9,750         9,801         10,013     
 
</TABLE>
 
 * From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
STRATEGIC INCOME - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>                <C>           <C>          <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Dec. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions 
 
 
 1995               $ 10,710       $ 871             $ 247             $ 11,828      $ 13,414      $ 13,400      $ 10,268    
 
 1994*               9,910          84                0                 9,994         9,750         9,801         10,013     
 
</TABLE>
 
 * From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
STRATEGIC INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>               <C>            <C>           <C>           <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Dec. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                  Investment     Distributions 
 
 
 1995               $ 11,030       $ 983             $ 249             $ 12,262      $ 13,414      $ 13,400      $ 10,268    
 
 1994*               9,920          97                0                 10,017        9,750         9,801         10,013     
 
</TABLE>
 
 * From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
GOVERNMENT INVESTMENT - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>            <C>          <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Oct. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions                 
 
 
 
 1995               $ 9,332        $ 8,174           $ 550             $ 18,056      $ 30,373      $ 31,879      $ 13,910    
 
 1994                8,646          6,557             510               15,713        24,022        25,550        13,529     
 
 1993                9,785          6,479             322               16,587        23,127        23,418        13,186     
 
 1992                9,389          5,351             0                 14,740        20,120        19,940        12,833     
 
 1991                9,254          4,333             0                 13,587        18,295        18,419        12,434     
 
 1990                8,830          3,231             0                 12,061        13,703        14,160        12,081     
 
 1989                8,984          2,344             0                 11,328        14,813        14,755        11,367     
 
 1988                8,936          1,421             0                 10,357        11,719        11,551        10,878     
 
 1987*               8,878          595               0                 9,473         10,208        10,339        10,434     
 
</TABLE>
 
 * From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GOVERNMENT INVESTMENT - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>           <C>          <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Oct. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions   
 
 
 1995               $ 9,670        $ 8,275           $ 570             $ 18,515      $ 30,373      $ 31,879      $ 13,910    
 
 1994                8,950          6,737             528               16,215        24,022        25,550       $ 13,529    
 
 1993                10,140         6,715             334               17,189        23,127        23,418       $ 13,186    
 
 1992                9,730          5,545             0                 15,275        20,120        19,940       $ 12,833    
 
 1991                9,590          4,490             0                 14,080        18,295        18,419       $ 12,434    
 
 1990                9,150          3,349             0                 12,499        13,703        14,160       $ 12,081    
 
 1989                9,310          2,429             0                 11,739        14,813        14,755       $ 11,367    
 
 1988                9,260          1,473             0                 10,733        11,719        11,551       $ 10,878    
 
 1987*               9,200          616               0                 9,816         10,208        10,339       $ 10,434    
 
</TABLE>
 
 * From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>              <C>               <C>            <C>          <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Oct. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions  
 
 
 1995               $ 9,670        $ 8,490           $ 570             $ 18,730      $ 30,373      $ 31,879      $ 13,910    
 
 1994                8,960          6,795             528               16,283        24,022        25,550      $ 13,529     
 
 1993                10,140         6,715             334               17,189        23,127        23,418      $ 13,186     
 
 1992                9,730          5,545             0                 15,275        20,120        19,940      $ 12,833     
 
 1991                9,590          4,490             0                 14,080        18,295        18,419      $ 12,434     
 
 1990                9,150          3,349             0                 12,499        13,703        14,160      $ 12,081     
 
 1989                9,310          2,429             0                 11,739        14,813        14,755      $ 11,367     
 
 1988                9,260          1,473             0                 10,733        11,719        11,551      $ 10,878     
 
 1987*               9,200          616               0                 9,816         10,208        10,339      $ 10,434     
 
</TABLE>
 
 * From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
INTERMEDIATE BOND - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>            <C>           <C>           <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Nov. 30           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living*      
                   Investment     Distributions  
 
 
 1995               $ 9,919        $ 12,567          $ 237             $ 22,723      $ 41,199      $ 47,557      $ 14,092    
 
 1994                9,458          10,709            226               20,393        30,077        34,192       $ 13,752    
 
 1993                10,269         10,387            246               20,902        29,766        32,779       $ 13,376    
 
 1992                9,808          8,537             235               18,580        27,035        28,578       $ 13,028    
 
 1991                9,725          7,081             233               17,039        22,814        24,302       $ 12,642    
 
 1990                9,347          5,461             224               15,032        18,956        20,777       $ 12,275    
 
 1989                9,596          4,294             230               14,120        19,640        21,131       $ 11,550    
 
 1988                9,384          2,995             225               12,604        15,010        15,910       $ 11,037    
 
 1987                9,448          1,910             226               11,584        12,171        13,310       $ 10,587    
 
 1986                10,361         1,002             19                11,382        12,768        13,479       $ 10,128    
 
</TABLE>
 
 * From month-end closest to initial investment date.
INTERMEDIATE BOND - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>          <C>           <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Nov. 30           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living*      
                   Investment     Distributions 
 
 
 1995               $ 10,190       $ 12,650          $ 244             $ 23,084       $41,199      $ 47,557      $ 14,092    
 
 1994                9,716          10,919            233               20,868        30,077        34,192        13,752     
 
 1993                10,559         10,681            253               21,493        29,766        32,779        13,376     
 
 1992                10,085         8,779             241               19,105        27,035        28,578        13,028     
 
 1991                10,000         7,282             239               17,521        22,814        24,302        12,642     
 
 1990                9,611          5,616             230               15,547        18,956        20,777        12,275     
 
 1989                9,867          4,417             236               14,520        19,640        21,131        11,550     
 
 1988                9,649          3,081             231               12,961        15,010        15,910        11,037     
 
 1987                9,716          1,962             233               11,911        12,171        13,310        10,587     
 
 1986                10,654         1,030             20                11,704        12,768        13,479        10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
INTERMEDIATE BOND - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>                <C>          <C>           <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Nov. 30           Initial        Reinvested        Capital Gain      Value         500                          of           
                   $10,000        Dividend          Distributions                                               Living*      
                   Investment     Distributions  
 
 
 1995               $ 10,209       $ 13,235          $ 244             $ 23,688      $ 41,199      $ 47,577      $ 14,092    
 
 1994                9,735          11,233            233               21,201        30,077        34,192        13,752     
 
 1993                10,578         10,824            253               21,655        29,766        32,779        13,376     
 
 1992                10,085         8,809             241               19,135        27,035        28,578        13,028     
 
 1991                10,000         7,282             239               17,521        22,814        24,302        12,642     
 
 1990                9,611          5,616             230               15,457        18,956        20,777        12,275     
 
 1989                9,867          4,417             236               14,520        19,640        21,131        11,550     
 
 1988                9,649          3,081             231               12,961        15,010        15,910        11,037     
 
 1987                9,716          1,962             233               11,911        12,171        13,310        10,587     
 
 1986                10,654         1,030             20                11,704        12,768        13,479        10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
SHORT FIXED-INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>                <C>       <C>      <C>       <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of         
                   $10,000        Dividend          Distributions                                  Living*    
                   Investment     Distributions    
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>          <C>          <C>      <C>           <C>           <C>           <C>                
 1995       $ 9,328      $ 8,221      $ 0      $ 17,549      $ 23,674      $ 24,051      $ 13,365    
 
 1994        9,338        7,210        0        16,548        18,273        19,276        13,000     
 
 1993        9,939        6,646        0        16,585        18,026        17,668        12,670     
 
 1992        9,801        5,397        0        15,198        15,682        15,043        12,330     
 
 1991        9,722        4,165        0        13,887        14,260        13,896        11,948     
 
 1990        9,476        2,902        0        12,378        10,681        10,683        11,609     
 
 1989        9,801        1,921        0        11,722        11,545        11,132        10,922     
 
 1988        9,791        974          0        10,765        9,134         8,714         10,452     
 
 1987*       9,909        100          0        10,009        7,956         7,800         10,026     
 
</TABLE>
 
 *  From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
SHORT FIXED-INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>       <C>       <C>     <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of         
                   $10,000        Dividend          Distributions                                  Living*    
                   Investment     Distributions   
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>          <C>          <C>      <C>           <C>           <C>           <C>                
 1995       $ 9,470      $ 8,355      $ 0      $ 17,825      $ 23,674      $ 24,051      $ 13,365    
 
 1994        9,480        7,320        0        16,800        18,723        19,276        13,000     
 
 1993        10,090       6,748        0        16,838        18,026        17,668        12,670     
 
 1992        9,950        5,479        0        15,429        15,682        15,043        12,330     
 
 1991        9,870        4,228        0        14,098        14,260        13,896        11,948     
 
 1990        9,620        2,946        0        12,566        10,681        10,683        11,609     
 
 1989        9,950        1,951        0        11,901        11,545        11,132        10,922     
 
 1988        9,940        989          0        10,929        9,134         8,714         10,452     
 
 1987*       10,060       101          0        10,161        7,956         7,800         10,026     
 
</TABLE>
 
 * From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH INCOME MUNICIPAL - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>                <C>        <C>      <C>      <C>               
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500                of          
                   $10,000        Dividend          Distributions                                   Living**    
                   Investment     Distributions 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>            <C>          <C>        <C>           <C>           <C>           <C>                
 1995       $ 11,464      $ 8,509      $ 508      $ 20,481      $ 23,674      $ 24,051      $ 13,365    
 
 1994        10,827        6,899        479        18,205        18,723        19,276        13,000     
 
 1993        12,275        6,663        435        19,373        18,026        17,668        12,670     
 
 1992        11,242        5,111        355        16,708        15,682        15,043        12,330     
 
 1991        11,011        3,954        334        15,299        14,260        13,896        11,948     
 
 1990        10,490        2,757        170        13,417        10,681        10,683        11,609     
 
 1989        10,441        1,782        55         12,278        11,545        11,132        10,922     
 
 1988        10,094        864          0          10,958        9,134         8,714         10,452     
 
 1987*       9,505         89           0          9,594         7,956         7,800         10,026     
 
</TABLE>
 
 * From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH INCOME MUNICIPAL - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>                <C>        <C>      <C>      <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of         
                   $10,000        Dividend          Distributions                                  Living*    
                   Investment     Distributions 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>                <C>               <C>             <C>                <C>                <C>                <C>    
           
 1995       $ 11,860      $ 8,563      $ 525      $ 20,948      $ 23,674      $ 24,051      $ 13,365    
 
 1994        11,210        7,069        496        18,775        18,723        19,276        13,000     
 
 1993        12,720        6,905        450        20,075        18,026        17,668        12,670     
 
 1992        11,650        5,296        368        17,314        15,682        15,043        12,330     
 
 1991        11,410        4,097        347        15,854        14,260        13,896        11,948     
 
 1990        10,870        2,858        176        13,904        10,681        10,683        11,609     
 
 1989        10,820        1,846        57         12,723        11,545        11,132        10,922     
 
 1988        10,460        895          0          11,355        9,134         8,714         10,452     
 
 1987*       9,850         92           0          9,942         7,956         7,800         10,026     
 
</TABLE>
 
 * From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH INCOME MUNICIPAL - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>              <C>                <C>        <C>      <C>      <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of         
                   $10,000        Dividend          Distributions                                  Living*    
                   Investment     Distributions 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>                <C>               <C>             <C>                <C>                <C>                <C>    
           
 1995       $ 11,880      $ 8,834      $ 526      $ 21,240      $ 23,674      $ 24,051      $ 13,365    
 
 1994        11,220        7,148        497        18,865        18,723        19,276        13,000     
 
 1993        12,720        6,905        450        20,075        18,026        17,668        12,670     
 
 1992        11,650        5,296        368        17,314        15,682        15,043        12,330     
 
 1991        11,410        4,097        347        15,854        14,260        13,896        11,948     
 
 1990        10,870        2,858        176        13,904        10,681        10,683        11,609     
 
 1989        10,820        1,846        57         12,723        11,545        11,132        10,922     
 
 1988        10,460        895          0          11,355        9,134         8,714         10,452     
 
 1987*       9,850         92           0          9,942         7,956         7,800         10,026     
 
</TABLE>
 
 * From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
INTERMEDIATE MUNICIPAL INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>              <C>               <C>           <C>           <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Nov. 30           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living*      
                   Investment     Distributions 
 
 
 1995               $ 9,820        $ 7,939           $ 1,483           $ 19,242      $ 41,199      $ 47,557      $ 14,092    
 
 1994                8,893          6,426             1,343             16,662        30,077        34,192       $ 13,752    
 
 1993                9,895          6,329             1,460             17,684        29,766        32,779       $ 13,376    
 
 1992                10,482         5,812             122               16,416        27,035        28,578       $ 13,028    
 
 1991                10,217         4,729             119               15,065        22,814        24,302       $ 12,642    
 
 1990                10,066         3,747             117               13,930        18,956        20,777       $ 12,275    
 
 1989                10,037         2,860             117               13,014        19,640        21,131       $ 11,550    
 
 1988                9,952          2,038             116               12,106        15,010        15,910       $ 11,037    
 
 1987                9,820          1,298             115               11,233        12,171        13,310       $ 10,587    
 
 1986                10,397         677               50                11,124        12,768        13,479       $ 10,128    
 
</TABLE>
 
 * From month-end closest to initial investment date.
INTERMEDIATE MUNICIPAL INCOME - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>                <C>       <C>      <C>       <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Nov. 30           Initial        Reinvested        Capital Gain      Value      500               of         
                   $10,000        Dividend          Distributions                                  Living*    
                   Investment     Distributions   
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>            <C>          <C>          <C>           <C>           <C>           <C>                
 1995      $ 10,097      $ 7,936      $ 1,524      $ 19,557      $ 41,199      $ 47,557      $ 14,092    
 
 1994       9,144         6,542        1,380        17,066        30,077        34,192      $ 13,752     
 
 1993       10,175        6,507        1,502        18,184        29,766        32,779      $ 13,376     
 
 1992       10,778        5,976        126          16,880        27,035        28,578      $ 13,028     
 
 1991       10,506        4,862        123          15,491        22,814        24,302      $ 12,642     
 
 1990       10,350        3,852        121          14,323        18,956        20,777      $ 12,275     
 
 1989       10,321        2,941        120          13,382        19,640        21,131      $ 11,550     
 
 1988       10,233        2,096        119          12,448        15,010        15,910      $ 11,037     
 
 1987       10,097        1,335        118          11,550        12,171        13,310      $ 10,587     
 
 1986       10,691        697          51           11,439        12,768        13,479      $ 10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>                <C>             <C>           <C>           <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Nov. 30           Initial        Reinvested        Capital Gain      Value      500                    of         
                   $10,000        Dividend          Distributions                                                 Living*    
                   Investment     Distributions   
 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>           <C>          <C>          <C>           <C>           <C>           <C>                
 1995      $ 10,078      $ 8,311      $ 1,522      $ 19,911      $ 41,199      $ 47,557      $ 14,092    
 
 1994       9,154         6,711        1,383        17,248        30,077        34,192      $ 13,752     
 
 1993       10,175        6,562        1,502        18,239        29,766        32,779      $ 13,376     
 
 1992       10,778        5,982        126          16,886        27,035        28,578      $ 13,028     
 
 1991       10,506        4,862        123          15,491        22,814        24,302      $ 12,642     
 
 1990       10,350        3,852        121          14,323        18,956        20,777      $ 12,275     
 
 1989       10,321        2,941        120          13,382        19,640        21,131      $ 11,550     
 
 1988       10,233        2,096        119          12,448        15,010        15,910      $ 11,037     
 
 1987       10,097        1,335        118          11,550        12,171        13,310      $ 10,587     
 
 1986       10,691        697          51           11,439        12,768        13,479      $ 10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>             <C>           <C>           <C>               
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Nov. 30           Initial        Reinvested        Capital Gain      Value      500                    of          
                   $10,000        Dividend          Distributions                                                 Living**    
                   Investment     Distributions      
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>        <C>      <C>           <C>          <C>            <C>                
 1995       $ 10,086      $ 717      $ 0      $ 10,803      $ 13,583      $ 13,775      $ 10,435    
 
 1994*       9,623         254        0        9,877         9,916         9,904        $ 10,183    
 
</TABLE>
 
 * From March 16, 1994 (commencement of operations).
** From month-end closest to initial investment date.
SHORT-INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL      INDICES    
 CLASS                                                                    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>                <C>               <C>        <C>     <C>       <C>               
 Period Ended     Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Nov. 30          Initial        Reinvested        Capital Gain      Value      500               of          
                  $10,000        Dividend          Distributions                                  Living**    
                  Investment     Distributions    
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>        <C>      <C>           <C>           <C>           <C>                
 1995       $ 10,230      $ 734      $ 0      $ 10,964      $ 13,583      $ 13,775      $ 10,435    
 
 1994*       9,770         257        0        10,027        9,916         9,904        $ 10,183    
 
</TABLE>
 
 * From March 16, 1994 (commencement of operations).
** From month-end closest to initial investment date.
NEW YORK MUNICIPAL INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>        <C>      <C>           <C>               
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500                    of          
                   $10,000        Dividend          Distributions                                                 Living**    
                   Investment     Distributions   
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>       <C>      <C>           <C>           <C>          <C>                
 1995*      $ 10,036      $ 82      $ 0      $ 10,118      $ 10,445      $ 10,346      $ 10,052    
 
</TABLE>
 
 * From August 21, 1995 (commencement of operations).
**  From month-end closest to initial investment date.
NEW YORK MUNICIPAL INCOME - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>         <C>      <C>      <C>               
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of          
                   $10,000        Dividend          Distributions                                  Living**    
                   Investment     Distributions    
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>           <C>       <C>      <C>           <C>           <C>           <C>                
 1995*      $ 9,990      $ 75      $ 0      $ 10,065      $ 10,445      $ 10,346      $ 10,052    
 
</TABLE>
 
 * From August 21, 1995 (commencement of operations).
**  From month-end closest to initial investment date.
NEW YORK MUNICIPAL INCOME - INSTITUTIONAL CLASS      INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>             <C>               <C>               <C>        <C>      <C>      <C>               
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of          
                   $10,000        Dividend          Distributions                                  Living**    
                   Investment     Distributions 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>       <C>      <C>          <C>           <C>            <C>                
 1995*      $ 10,400      $ 96      $ 0      $ 10,496      $ 10,445      $ 10,346      $ 10,052 
       
 
</TABLE>
 
   * From August 21, 1995 (commencement of operations).
**  From month-end closest to initial investment date.
The yield for the S&P 500 for the year ended December 31, 1995 was 2.24%,
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, 1995. The S&P 500 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 FUND RETURNS. The following tables show the income and
capital elements of the total return for each class of Overseas and
Emerging Markets Income from the date each fund commenced operations
through the fiscal year ended 1995. 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                               
                             J.P. Morgan Emerging                           An unmanaged index of fixed-income securities,        
                             Market Bond Index Plus                         including U.S. dollar and other external              
                                                                            currency-denominated Brady bonds, loans,              
                                                                            Eurobonds, and local market instruments from          
                                                                            developing nations                                    
 
</TABLE>
 
   Each table below compares the returns for each class of Overseas and
Emerging Markets Income 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 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, Emerging Market Bond Index,
Emerging Market Bond Index Plus, 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 and including the
effect of each funds Class A maximum front-end sales charge or Class B
applicable CDSC. 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 a class today. Tax consequences of different
investments have not been factored into the figures.
OVERSEAS - CLASS A          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>              <C>              <C>       <C>      <C>     <C>      <C>               
    Period  Value of      Value of         Reinvested       Total     EAFE     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Index     500             of         
 Oct. 31     $10,000       Dividend         Distributions                                        Living**    
                  Investment     Distributions   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>        <C>        <C>          <C>          <C>          <C>          <C>                
 1995       $ 13,433      $ 484      $ 105      $ 14,022     $ 13,734     $ 20,493     $ 20,816      $ 11,924    
 
 1994        13,568        489        0          14,057        13,786       16,208       16,684       11,598     
 
 1993        12,477        430        0          12,907        12,522       15,604       15,291       11,303     
 
 1992        8,753         202        0          8,955         9,110        13,575       13,020       11,001     
 
 1991        9,438         77         0          9,515         10,497       12,344       12,027       10,659     
 
 1990*       9,216         0          0          9,216         9,815        9,246        9,246        10,357     
 
</TABLE>
 
 * From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
OVERSEAS - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>              <C>              <C>      <C>      <C>     <C>       <C>               
 Period     Value of      Value of         Reinvested       Total     EAFE     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Index     500            of         
 Oct. 31     $10,000       Dividend         Distributions                                       Living**    
                  Investment     Distributions  
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>        <C>        <C>          <C>          <C>          <C>           <C>                
 1995       $ 13,920      $ 502      $ 109      $ 14,531     $ 13,734     $ 20,493     $ 20,816      $ 11,924    
 
 1994        14,060        507        0          14,567        13,786       16,208       16,684       11,598     
 
 1993        12,930        445        0          13,375        12,522       15,604       15,291       11,303     
 
 1992        9,070         210        0          9,280         9,110        13,575       13,020       11,001     
 
 1991        9,780         80         0          9,860         10,497       12,344       12,027       10,659     
 
 1990*       9,550         0          0          9,550         9,815        9,246        9,246        10,357     
 
</TABLE>
 
 * From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
OVERSEAS - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>              <C>             <C>        <C>      <C>     <C>      <C>               
 Period     Value of      Value of         Reinvested       Total     EAFE     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Index     500            of         
 Oct. 31     $10,000       Dividend         Distributions                                      Living**    
             Investment     Distributions  
 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>            <C>        <C>        <C>           <C>           <C>           <C>           <C>                
 1995       $ 13,970      $ 504      $ 109      $ 14,583      $ 13,734      $ 20,493      $ 20,816      $ 11,924    
 
 1994        14,060        507        0          14,567        13,786        16,208        16,684        11,598     
 
 1993        12,930        445        0          13,375        12,522        15,604        15,291        11,303     
 
 1992        9,070         210        0          9,280         9,110         13,575        13,020        11,001     
 
 1991        9,780         80         0          9,860         10,497        12,344        12,027        10,659     
 
 1990*       9,550         0          0          9,550         9,815         9,246         9,246         10,357     
 
</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>            <C>     <C>      <C>        
 Period     Value of      Value of         Reinvested       Total     J.P. Morgan     J.P. Morgan     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Emerging        Emerging       500              of         
 Dec. 31     $10,000       Dividend         Distributions              Market Bond     Market                          Living**    
                  Investment     Distributions                        Index            Bond Index                               
                                                                      Plus                                                          
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>          <C>          <C>        <C>           <C>           <C>           <C>           <C>           <C>    
 1995       $ 8,955      $ 1,392      $ 232      $ 10,579      $ 11,437      $ 11,359      $ 13,849      $ 13,909      $ 10,464    
 
 1994*       9,187        463          238        9,888         8,967         8,960         10,067        10,173        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>      <C>  
 Period     Value of      Value of         Reinvested       Total     J.P. Morgan     J.P. Morgan     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Emerging        Emerging         500            of         
 Dec. 31     $10,000       Dividend         Distributions             Market Bond     Market                           Living**    
            Investment     Distributions                              Index            Bond Index                                
                                                                      Plus                                                          
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>           <C>          <C>       <C>          <C>           <C>           <C>           <C>           <C>  
 1995       $ 9,021      $ 1,306      $ 240     $ 10,567      $ 11,437      $ 11,359     $ 13,849      $ 13,909      $ 10,464    
 
 1994*       9,520        430          246        10,196       8,967         8,960         10,067       10,173        10,204     
 
</TABLE>
 
 * From March 10, 1994 (commencement of operations).
** From month-end closest to initial investment date.
EMERGING MARKETS INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>             <C>               <C>       <C>             <C>             <C>     <C>       <C>         
     
 Period     Value of      Value of         Reinvested       Total     J.P. Morgan     J.P. Morgan     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Emerging        Emerging       500              of         
 Dec. 31     $10,000       Dividend         Distributions             Market Bond     Market                           Living**    
                  Investment     Distributions                        Index            Bond Index 
                                                                      Plus                                                          
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>          <C>          <C>        <C>           <C>          <C>            <C>           <C>           <C>  
 1995       $ 9,280      $ 1,455      $ 241      $ 10,976      $ 11,437      $ 11,359      $ 13,849      $ 13,909      $ 10,464    
 
 1994*       9,520        480          247        10,247        8,967         8,960         10,067        10,173        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, together with the aggregate cost of reinvested
dividends and capital gain distributions, if any, for life of the fund or
the last ten years ended 1995 (their cash value at the time they were
reinvested). If distributions had not been reinvested, the amount of
distributions earned from the applicable class over time would have been
smaller, and cash payments from these classes for the periods noted would
have amounted to the amounts shown in column (A) for capital gain
distributions, and the amounts shown in column (B) for income dividends.
Tax consequences of different investments (with the exception of foreign
tax withholdings) have not been factored into the figures below.    
 
<TABLE>
<CAPTION>
<S>           <C>           <C>                    <C>                <C>            
                               (A)                    (B)                            
 
                               CAPITAL GAIN           INCOME                         
 
   FUND          COST          DISTRIBUTIONS          DIVIDENDS          AS OF       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>               <C>            <C>            <C>                    
   Overseas - Class A                                     $ 10,432          $ 97           $ 328          October 1995        
 
   Overseas - Class B                                     10,448            100            340            October 1995        
 
   Overseas - Institutional                               10,448            100            340            October 1995        
 
   Equity Growth - Class A                                21,328            7,927          496            November 1995       
 
   Equity Growth - Institutional                          22,226            8,215          803            November 1995       
 
   Global Resources - Class A                             16,928            5,549          77             October 1995        
 
   Global Resources - Class B                             17,179            5,750          80             October 1995        
 
   Global Resources - Institutional                       17,179            5,750          80             October 1995        
 
   Growth Opportunities - Class A                         18,815            6,485          782            October 1995        
 
   Growth Opportunities - Institutional                   19,135            6,720          810            October 1995        
 
   Strategic Opportunities - Class A                      24,096            6,460          3,255          December 1995       
 
   Strategic Opportunities - Class B                      24,775            6,694          3,454          December 1995       
 
   Strategic Opportunities - Institutional                24,847            6,694          3,491          December 1995       
 
   Equity Income - Class A                                21,077            2,996          4,490          November 1995       
 
   Equity Income - Class B                                21,407            3,105          4,619          November 1995       
 
   Equity Income - Institutional                          22,021            3,105          4,904          November 1995       
 
   Income & Growth - Class A                              18,949            2,133          4,622          October 1995        
 
   Income & Growth - Institutional                        19,324            2,210          4,820          October 1995        
 
   Emerging Markets Income - Class A                      11,603            251            1,235          December 1995       
 
   Emerging Markets Income - Class B                      11,526            260            1,163          December 1995       
 
   Emerging Markets Income - Institutional                11,674            260            1,291          December 1995       
 
   High Yield - Class A                                   26,385            473            9,083          October 1995        
 
   High Yield - Class B                                   26,637            490            9,282          October 1995        
 
   High Yield - Institutional                             27,222            490            9,505          October 1995        
 
   Strategic Income - Class A                             11,150            222            872            December 1995       
 
   Strategic Income - Class B                             11,089            230            810            December 1995       
 
   Strategic Income - Institutional                       11,198            230            910            December 1995       
 
   Government Investment - Class A                        18,495            338            5,668          October 1995        
 
   Government Investment - Class B                        18,614            350            5,775          October 1995        
 
   Government Investment - Institutional                  18,821            350            5,883          October 1995        
 
   Intermediate Bond - Class A                            22,541            221            7,862          November 1995       
 
   Intermediate Bond - Class B                            22,641            227            7,973          November 1995       
 
   Intermediate Bond - Institutional                      23,199            227            8,217          November 1995       
 
   Short Fixed-Income - Class A                           18,513            0              6,135          October 1995        
 
   Short Fixed-Income - Institutional                     18,651            0              6,233          October 1995        
 
   High Income Municipal - Class A                        18,563            367            5,915          October 1995        
 
   High Income Municipal - Class B                        18,639            380            5,997          October 1995        
 
   High Income Municipal - Institutional                  18,891            380            6,139          October 1995        
 
   Intermediate Municipal Income - Class A                19,485            965            5,755          November 1995       
 
   Intermediate Municipal Income - Class B                19,534            992            5,804          November 1995       
 
   Intermediate Municipal Income - Institutional          19,913            992            5,999          November 1995       
 
   Short-Intermediate Municipal - Class A                 10,702            0              679            November 1995       
 
   Short-Intermediate Municipal - Institutional           10,719            0              696            November 1995       
 
   New York Municipal Income - Class A                    10,081            0              81             October 1995        
 
   New York Municipal Income - Class B                    10,075            0              74             October 1995        
 
   New York Municipal Income - Institutional              10,095            0              95             October 1995        
 
</TABLE>
 
   INTERNATIONAL INDICES, MARKET CAPITALIZATION, AND NATIONAL STOCK MARKET
RETURN. The following tables show the total market capitalization of
certain countries according to the Morgan Stanley Capital International
(MSCI) Indices database the total market capitalization of the Latin
American countries according to the International Finance Corporation
Emerging Market database as of December 31, 1995 and the performance of
national stock markets as measured in U.S. dollars by the MSCI stock market
indices for the twelve months ended October 31, 1995. 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
MSCI, the size of the markets as measured in U.S. dollars grew from $2,011
billion in 1982 to $8,512 billion in 1995. 
The following table measures the indexed market capitalization of certain
countries according to the MSCI indices database. The values of the markets
are measured in billions of U.S. dollars as of October 31, 1995.
   MSCI INDEX MARKET CAPITALIZATION    
 
<TABLE>
<CAPTION>
<S>                <C>               <C>                         <C>                 
   Australia           $ 183.9          Japan                        $ 1,935.2       
 
   Austria              17.0            Netherlands                   23.7           
 
   Belgium              56.3            Norway                        186.7          
 
   Canada               191.7           Singapore/Malaysia            73.2           
 
   Denmark              49.6            Spain                         91.5           
 
   France               319.9           Sweden                        101.2          
 
   Germany              333.7           Switzerland                   296.7          
 
   Hong Kong            137.5           United Kingdom                836.4          
 
   Italy                112.4           United States                 3,541.4        
 
</TABLE>
 
   The following table measures the total market capitalization of certain
Latin American countries according to the International Finance Corporation
Emerging Markets database. The value of the markets is measured in billions
of U.S. dollars as of October 31, 1995.
TOTAL MARKET CAPITALIZATION - LATIN AMERICA                        
 
   Argentina                                             $ 20.9       
 
   Brazil                                                  78.6       
 
   Chile                                                  36.4        
 
   Colombia                                               5.4         
 
   Mexico                                                 52.9        
 
   Venezuela                                              3.9         
 
                                                                      
 
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
MSCI stock market indices for the twelve months ended October 31, 1995. 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 (INCLUDES NET DIVIDENDS REINVESTED MONTHLY)
12 MONTHS ENDED OCTOBER 31, 1995    
 
<TABLE>
<CAPTION>
<S>                <C>               <C>                         <C>                
   Australia            4.92%           Japan                         -13.12%       
 
   Austria              -2.67%          Netherlands                   15.62%        
 
   Belgium              16.84%          Norway                        9.86%         
 
   Canada               8.54%           Singapore/Malaysia            -7.75%        
 
   Denmark              13.56%          Spain                         6.18%         
 
   France               5.12%           Sweden                        26.30%        
 
   Germany              10.66%          Switzerland                   37.36%        
 
   Hong Kong            0.77%           United Kingdom                12.46%        
 
   Italy                -7.36%          United States                 26.79%        
 
</TABLE>
 
   The following table shows the average annualized stock market returns as
of October 31, 1995. 
STOCK MARKET PERFORMANCE    
 
<TABLE>
<CAPTION>
<S>                     <C>                                        <C>                                       
                           FIVE YEARS ENDED OCTOBER 31, 1995          TEN YEARS ENDED OCTOBER 31, 1995       
 
   Germany                   8.83%                                      11.52%                               
 
   Hong Kong                 29.50%                                     26.14%                               
 
   Japan                     1.67%                                      12.27%                               
 
   Spain                     4.33%                                      16.69%                               
 
   United Kingdom            10.96%                                     15.03%                               
 
   United States             16.68%                                     14.39%                               
 
</TABLE>
 
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 available from stock mutual funds.
From time to time, performance may also be compared to other mutual funds
tracked by financial or business publications and periodicals. For example,
a class may quote Morningstar, Inc. in its advertising materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds
on the basis of risk-adjusted performance. Rankings that compare the
performance of Fidelity funds to one another in appropriate categories over
specific periods of time may also be quoted in advertising.
A class may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term Government bonds, long-term Government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the classes.
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 AveragesTM/All
Taxable (Emerging Markets Income, Strategic Income, Government Investment,
Intermediate Bond, High Yield, Short-Fixed Income) covers over 539 taxable
bond funds, The Bond Fund Report AveragesTM/Municipal (Intermediate
Municipal Income, High Income Municipal, New York Municipal Income,
California Municipal Income, and Short-Intermediate Municipal Income)
covers over 559 municipal funds. The averages are reported in the BOND FUND
REPORT(Registered trademark). Each class of a bond fund may also compare
its performance or the performance of securities in which it may invest to
the IBC/Donohgue's Money Fund Averages, reported in the MONEY FUND
REPORT(Registered trademark), which covers over 1166 money market 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 municipal fund may compare and contrast in advertising the relative
advantages of investing in a mutual fund versus an individual municipal
bond. Unlike municipal mutual funds, individual municipal bonds offer a
stated rate of interest and, if held to maturity, repayment of principal.
Although some individual municipal bonds might offer a higher return, they
do not offer the reduced risk of a mutual fund that invests in many
different securities. The initial investment requirements and sales charges
of many municipal mutual funds are lower than the purchase cost of
individual municipal bonds, which are generally issued in $5,000
denominations and are subject to direct brokerage costs.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; model portfolios or allocations; and saving for college or other
goals. In addition, Fidelity may quote or reprint financial or business
publications or periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products.
Each fund may be advertised as part of certain asset allocation programs
involving other Fidelity or non-Fidelity mutual funds. These asset
allocation programs may advertise a model portfolio and its performance
results.
Each fund may be advertised as part of a no transaction fee (NTF) program
in which Fidelity and non-Fidelity mutual funds are offered. An NTF program
may advertise performance results.
Each fund may present its fund number, Quotron 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 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
willingness to continue purchasing shares during periods of low price
levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
   As of December 31, 1995, FMR advised over $26.5 billion in tax-free fund
assets, $81 billion in money market fund assets, $240 billion in equity
fund assets, $49 billion in international fund assets, and $23 billion in
Spartan fund assets. The funds may reference the growth and variety of
money market mutual funds and the adviser's innovation and participation in
the industry. The equity funds under management figure represents the
largest amount of equity fund assets under management by a mutual fund
investment adviser in the United States, making FMR America's leading
equity (stock) fund manager. FMR, its subsidiaries, and affiliates maintain
a worldwide information and communications network for the purpose of
researching and managing investments abroad.    
In addition to performance rankings, each class of each bond fund may
compare its total expense ratio to the average total expense ratio of
similar funds tracked by Lipper. A class's total expense ratio is a
significant factor in comparing bond and money market investments because
of its effect on yield.
ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION
CLASS A SHARES ONLY
Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to waive
Class A's maximum 3.50% (the Equity Funds and the Bond Funds); 2.75% (the
Intermediate Bond Funds); or 1.50% (the Short Bond Funds) front-end sales
charge in connection with a fund's merger with or acquisition of any
investment company or trust. In addition, FDC has chosen to waive Class A's
front-end sales charge in certain instances because of efficiencies
involved in those sales of shares. The sales charge will not apply:
1. to shares purchased 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 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;
6. 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; 
7. to shares purchased by any state, county, city, or government
instrumentality, department or authority or agency;
8. to shares purchased with redemption proceeds from other mutual fund
complexes on which the investor has paid a front-end or contingent deferred
sales charge;
9. to shares purchased by a trust institution or bank trust department,
excluding assets described in (11) and (12) below, that has executed a
Participation Agreement with FDC specifying certain asset minimums and
qualifications, and marketing program restrictions. Assets managed by third
parties do not qualify for this waiver;
10. to shares purchased for use in a broker-dealer managed account program,
provided the broker-dealer has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver;
11. to shares purchased as part of an employee benefit plan having more
than (i) 200 eligible employees or a minimum of $1,000,000 in plan assets
invested in the Fidelity Advisor funds, or (ii) 25 eligible employees or
$250,000 in plan assets invested in Fidelity Advisor funds that subscribes
to Fidelity Advisor Retirement Connection or similar program sponsored by
Fidelity Investments Institutional Services Company, Inc.;
12. to shares purchased as part of an employee benefit plan through an
intermediary that has executed a Participation Agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions;
13. to shares purchased on a discretionary basis by a registered investment
adviser which is not part of an organization primarily engaged in the
brokerage business, that has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver; or
   14. to shares purchased with distributions of income, principal, and
capital gains from Fidelity Defined Trusts.    
In order to qualify for waivers (9), (10) and (13), eligible investors with
existing Class A accounts will be required to sign and comply with a
participation agreement. Eligible investors that do not meet revised asset
requirements specified in the participation agreement will be allowed to
continue investing in Class A shares under the terms of their current
relationship until June 30, 1997, after which they will be prevented from
making new or subsequent purchases in Class A load waived, except that
employee benefit plans will be permitted to make additional purchases of
Class A shares load waived.
   A sales load waiver form must accompany these transactions.
FINDERS FEE. On eligible purchases of Class A shares in amounts of $1
million or more, investment professionals will be compensated with a fee of
0.25%. Eligible purchases are the following purchases made through
broker-dealers and banks (excluding     trust departments): an individual
trade of $1 million or more; a trade which brings the value of the
accumulated account(s) of an investor (including an employee benefit plan)
past $1 million; a trade for an investor with an accumulated account value
of $1 million or more; and an incremental trade toward an investor's $1
million "Letter of Intent." 
   Any assets in relation to which an investment professional has received
such compensation will bear a contingent deferred sales charge (Class A
CDSC) if they do not remain in Class A shares of the Fidelity Advisor
Funds, Initial Class shares of Daily Money Fund: U.S. Treasury Portfolio or
Daily Money Fund: Money Market Portfolio, or shares of Daily Tax-Exempt
Money Fund, for a period of at least one uninterrupted year. The Class A
CDSC will be 0.25% of the lesser of the cost of the shares at the initial
date of purchase or the value of the shares at redemption, not including
any reinvested dividends or capital gains. Class A CDSC shares representing
reinvested dividends or capital gains, if any, will be redeemed first,
followed by other Class A CDSC shares that have been held for the longest
period of time.
With respect to employee benefit plans, the Class A CDSC does not apply to
the following types of redemptions: (i) plan loans or distributions or (ii)
exchanges to non-Advisor fund investment options. With respect to
Individual Retirement Accounts, the Class A CDSC does not apply to
redemptions made for disability, payment of death benefits, or required
partial distributions starting at age 70 1/2.    
CLASS B SHARES ONLY
The contingent deferred sales charge (CDSC) on Class B shares may be waived
in the case of (1) disability or death, provided that the redemption is
made within one year following the death or initial determination of
disability; or (2) in connection with a total or partial redemption made in
connection with distributions from retirement plan accounts at age 70 1/2,
which are permitted without penalty pursuant to the Internal Revenue Code.
A sales load waiver form must accompany these transactions.
CLASS A AND CLASS B SHARES ONLY
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, Initial Class shares and Class B shares of
Daily Money Fund: U.S. Treasury Portfolio, and Initial Class shares of
Daily Money Fund: Money Market Portfolio, and shares of 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
($500,000 for the Short-Term Bond Funds) had been invested at one time. To
ensure that you receive a reduced front-end sales charge 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.
Reinvested income and capital gain distributions do not count toward the
completion of the Letter.
Your initial investment must be at least 5% of the total amount you plan to
invest. Out of the initial purchase, 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 the total purchase.
If you do not complete your purchase under the Letter within the 13-month
period, 30 days' written notice will be provided for you to pay the
increased front-end sales charges due. Otherwise, sufficient escrowed Class
A shares will be redeemed to pay such charges.
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM. You can make regular
investments in Class A or Class B shares of the funds with the Systematic
Investment Program by completing the appropriate section of the account
application and attaching a voided personal check with your bank's magnetic
ink coding number across the front. If your bank account is jointly owned,
be sure that all owners sign.
Your account will be drafted on or about the first business day of every
month. You may cancel your participation in the Systematic Investment
Program at any time without payment of a cancellation fee. You will receive
a confirmation from the transfer agent for every transaction, and a debit
entry will appear on your bank statement.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM. If you own Class A shares
worth $10,000 or more, you can have monthly, quarterly or semiannual checks
sent from your account to you, to a person named by you, or to your bank
checking account. Your Systematic Withdrawal Program payments are drawn
from Class A share redemptions. If Systematic Withdrawal Plan redemptions
exceed income dividends earned on your shares, your account eventually may
be exhausted. 
CLASS A, CLASS B, AND INSTITUTIONAL CLASS SHARES
Each fund is open for business and the NAV and, where applicable, the
offering price, for each class is calculated each day the New York Stock
Exchange (NYSE) is open for trading. The NYSE has designated the following
holiday closings for 1996: New Year's Day, 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.
FSC normally determines each class's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, a class's NAV may be affected on days when investors do
not have access to 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.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of each fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that each fund's income is derived from qualifying dividends. For
any fund that invests significantly in foreign securities, corporate
shareholders should not expect fund dividends to qualify for the
dividends-received deduction. For those funds that may earn other types of
income, such as interest, income from securities loans, non-qualifying
dividends, and short-term capital gains, the percentage of dividends from
the funds that qualify for the deduction will generally be less than 100%.
For those funds whose income is primarily derived from interest, dividends
will not qualify for the dividends-received deduction available to
corporate shareholders. Each fund will notify corporate shareholders
annually of the percentage of fund dividends that qualifies for the
dividends-received deduction. A portion of each 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. As a consequence, FMR may adjust a
fund's income distributions to reflect the effect of currency fluctuations.
However, if foreign currency losses exceed a fund's net investment income
during a taxable year, all or a portion of the distributions made in the
same taxable year would be recharacterized as a return of capital to
shareholders, thereby reducing each shareholder's cost basis in his or her
fund   .
Sh    ort-term capital gains are distributed as dividend income, but do not
qualify for the dividends-received deduction. These gains will be taxed as
ordinary income. 
Each fund will send each of its shareholders a notice in January describing
the tax status of dividends and capital gain distributions, if any, for the
prior year.
Shareholders are required to report tax-exempt income on their federal tax
returns. Shareholders who earn other income, such as Social Security
benefits, may be subject to federal income tax on up to 85% of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
Each municipal fund purchases securities that are free of federal income
tax based on opinions of bond counsel regarding their tax status. These
opinions will generally be based on covenants by the issuers or other
parties regarding continuing compliance with federal tax requirements. If
at any time the covenants are not complied with, distribution to
shareholders of interest on a security could become federally taxable
retroactive to the date the security was issued. For certain types of
structured securities, opinions of bond counsel may also be based on the
effect of the structure on the federal and state tax treatment of the
income.
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 Intermediate Municipal Income's,
Short-Intermediate Municipal Income's, and High Income Municipal's policies
of investing 80% of its net assets in securities whose interest is free
from federal income tax, and New York Municipal Income's and California
Municipal Income's policies of investing 80% of its net assets in
securities whose interest is free from federal and state 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.
A portion of the gain on bonds purchased with market discount after April
30, 1993 and short-term capital gains distributed by a fund are federally
taxable to shareholders as dividends, not as capital gains. Dividend
distributions resulting from a recharacterization of gain from the sale of
bonds purchased at a discount after April 30, 1993 are not considered
income for the purposes of Intermediate Municipal Income's,
Short-Intermediate Municipal Income's, and High Income Municipal's policies
of investing 80% of its net assets in securities whose interest is free
from federal income tax, and New York Municipal Income's and California
Municipal Income's policies of investing 80% of its net assets in
securities whose interest is free from federal and state personal income
tax. 
Corporate investors should note that a tax preference item for purposes of
the corporate AMT is 75% of the amount by which adjusted current earnings
(which include tax-exempt interest) exceed the alternative minimum taxable
income of the corporation. If a shareholder receives an exempt-interest
dividend and sells shares at a loss after holding them for a period of six
months or less, the loss will be disallowed to the extent of the amount of
the exempt-interest dividend.
NEW YORK TAX MATTERS. It is not expected that New York Municipal Income
will incur New York income or franchise tax liability. In addition, New
York personal income tax law also provides that exempt-interest dividends
paid by a regulated investment company, or series thereof, from interest on
obligations which are exempt from tax under New York law are excludable
from gross income.
CALIFORNIA TAX MATTERS. As long as California Municipal Income continues to
qualify as a regulated investment company under the federal Internal
Revenue Code, it will incur no California income or franchise tax liability
on income and capital gains distributed to shareholders. California
personal income tax law provides that exempt-interest dividends paid by a
regulated investment company, or series thereof, from interest on
obligations that are exempt from California personal income tax are
excludable from gross income. For a fund to qualify to pay exempt-interest
dividends under California law, at least 50% of the value of its assets
must consist of such obligations at the close of each quarter of its fiscal
year. For purposes of California personal income taxation, distributions to
individual shareholders derived from interest on other types of obligations
and short-term capital gains will be taxed as dividends, and long-term
capital gain distributions will be taxed as long-term capital gains.
California has an alternative minimum tax similar to the federal AMT
described above. However, the California AMT does not include interest from
private activity municipal obligations as an item of tax preference.
Interest on indebtedness incurred or continued by a shareholder in
connection with the purchase of shares of a fund will not be deductible for
California personal income tax purposes.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by each fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a 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. Short-term capital gains distributed by
each fund are taxable to shareholders as dividends, not as capital gains.
   As of the fiscal year ended October 31, 1995, Overseas hereby designates
approximately $312,000 as a capital gain dividend for the purpose of the
dividend-paid deduction.
As of the fiscal year ended November 30, 1995, Equity Growth hereby
designates approximately $11,073,000 as a capital gain dividend for the
purpose of the dividend-paid deduction.
As of the fiscal year ended October 31, 1995, Global Resources hereby
designates approximately $273,000 as a capital gain dividend for the
purpose of the dividend-paid deduction.
As of the fiscal year ended October 31, 1995, Growth Opportunities hereby
designates approximately $7,717,000 as a capital gain dividend for the
purpose of the dividend-paid deduction.
As of the fiscal year ended November 30, 1995, Equity Income hereby
designates approximately $1,676,000 as a capital gain dividend for the
purpose of the dividend-paid deduction.
As of the fiscal year ended October 31, 1995, Income & Growth hereby
designates approximately $1,150,000 as a capital gain dividend for the
purpose of the dividend-paid deduction.
As of the fiscal year ended December 31, 1995, Strategic Opportunities
hereby designates approximately $1,313,000 as a capital gain dividend for
the purpose of the dividend-paid deduction.
As of the fiscal year ended December 31, 1995, Emerging Markets Income had
a capital loss carryforward aggregating approximately $6,212,000. This loss
carryforward, all of which will expire on December 31, 2003, is available
to offset future capital gains.
As of October 31, 1995, High Yield had a capital loss carryforward
aggregating approximately $5,281,000. This loss carryforward, all of which
will expire on October 31, 2002, is available to offset future capital
gains.
As of October 31, 1995, Government Investment had a capital loss
carryforward aggregating approximately $3,149,000. This loss carryforward,
all of which will expire on October 31, 2002, is available to offset future
capital gains.
As of November 30, 1995, Intermediate Bond had a capital loss carryforward
aggregating approximately $4,010,000. This loss carryforward, of which
$2,841,000, $1,035,000, and $134,000 will expire on November 30, 1998,
1999, and 2002, respectively, is available to offset future capital gains.
As of October 31, 1995, Short Fixed-Income had a capital loss carryforward
aggregating approximately $38,011,000. This loss carryforward, of which
$19,000, $128,000, $63,000, $286,000, $38,000, $336,000, $17,692,000, and
$19,449,000 will expire on October 31, 1996, 1997, 1998, 1999, 2000, 2001,
2002 and 2003, respectively, is available to offset future capital gains.
As of October 31, 1995, High Income Municipal had a capital loss
carryforward aggregating approximately $10,683,000. This loss carryforward,
of which $3,173,000 and $7,510,000 will expire on October 31, 2002 and
2003, respectively, is available to offset future capital gains.
As of November 30, 1995, Intermediate Municipal Income had a capital loss
carryforward aggregating approximately $1,069,000. This loss carryforward,
of which $627,000 and $442,000 will expire on November 30, 2002 and 2003,
respectively, is available to offset future capital gains.    
STATE AND LOCAL TAXES. For mutual funds organized as business trusts, state
law provides for a pass-through of the state and local income tax exemption
afforded to direct owners of U.S. Government securities. Some states limit
this to mutual funds that invest a certain amount in U.S. Government
securities, and some types of securities, such as repurchase agreements and
some agency-backed securities, may not qualify for this benefit. The tax
treatment of your dividend distributions from a fund will be the same as if
you directly owned your proportionate share of the U.S. Government
securities in the fund's portfolio. Because the income earned on most U.S.
Government securities in which each fund invests is exempt from state and
local income taxes, the portion of your dividends from each fund
attributable to these securities will also be free from income taxes. The
exemption from state and local income taxation does not preclude states
from assessing other taxes on the ownership of U.S. Government securities.
In a number of states, corporate franchise (income) tax laws do not exempt
interest earned on U.S. Government securities, whether such securities are
held directly or through a fund.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of a fund's
total assets are invested in securities of foreign issuers, the fund may
elect to pass through foreign taxes paid and thereby allow shareholders to
take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a "
regulated investment company" for tax purposes, so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and realized capital gains within each calendar year as well as on a
fiscal year basis. 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
constitute less than 30% of the 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, defined
as passive foreign investment companies (PFICs) in the Internal Revenue
Code, it may be subject to U.S. federal income tax on a portion of any
excess distribution or gain from the disposition of such shares. Interest
charges may also be imposed on the fund with respect to deferred taxes
arising from such distributions or gains. Generally, a fund will elect to
mark-to-market any PFIC shares. Unrealized gains will be recognized as
income for tax purposes and must be distributed to shareholders as
dividends.
Each fund is treated as a separate entity from the other funds, if any, in
its trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders of a fund may be subject to
state and local taxes on fund distributions, and shares may also be subject
to state and local personal property taxes. Investors should consult their
tax advisers to determine whether a fund is suitable for their particular
tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
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 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
also serve in similar capacities for other funds advised by FMR. The
business address of each Trustee and officer who is an "interested person"
(as defined in the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts
02109, which is also the address of FMR. The business address of all the
other Trustees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Those Trustees who are "interested persons" by
virtue of their affiliation with either a trust or FMR are indicated by an
asterisk (*).
*EDWARD C. JOHNSON 3d, (65), 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, (54), 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, (63), 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, (64), 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, (71), 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 Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc., and he
previously served as Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES, (68), Trustee (1990). Prior to his retirement in 1984,
Mr. Jones was Chairman and Chief Executive Officer of LTV Steel Company. He
is a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc. (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products, 1990),
and he previously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). 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, (63), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance) and he previously served as Director of Valuation
Research Corp. (appraisals and valuations, 1993). In addition, he serves as
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, (52), Trustee (1990) is Vice Chairman 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 (1989) and Society for the Preservation of
New England Antiquities, and as an Overseer of the Museum of Fine Arts of
Boston (1990).
GERALD C. McDONOUGH, (66), 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, (71), 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 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, (62), 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, (67), 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 (61), 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 (55), Manager of Security Transactions of Fidelity's
equity funds, is Vice President of FMR.
ROBERT A. LAWRENCE (43), 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).
FRED L. HENNING (56), Vice President, is Vice President of Fidelity's money
market (1994) and fixed-income (1995) funds and senior Vice President of
FMR Texas Inc.
   BETTINA E. DOULTON (31) is Vice President of Equity Income (1995) and
other funds advised by FMR, and an employee of FMR.    
MARGARET L. EAGLE (46), is Vice President of High Yield and an employee of
FMR.
DANIEL R. FRANK (38), is Vice President of Strategic Opportunities and an
employee of FMR.
   KEVIN E. GRANT (35), is Vice President of Intermediate Bond (1995), and
other funds advised by FMR, and an employee of FMR.
ROBERT J. HABER (37), is Vice President of Income & Growth (1989) and an
employee of FMR.
JOHN R. HICKLING (36) is Vice President of Overseas (1993) and an employee
of FMR.
NORMAN U. LIND (39) is Vice President of Short-Intermediate Municipal
Income (1995), and other funds advised by FMR, and an employee of FMR.    
MALCOLM W. MacNAUGHT II (58), is Vice President of Global Resources (1991)
and an employee of FMR.
ROBERT E. STANSKY (40), is Vice President of Equity Growth (1991) and of
other funds advised by FMR, and an employee of FMR.
   GEORGE A. VANDERHEIDEN (50), is Vice President of Growth Opportunities
(1990), and other funds advised by FMR, and an employee of FMR.    
ARTHUR S. LORING (48), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (48), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
JOHN H. COSTELLO (49), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), 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).
The following table sets forth information describing the compensation of
each current trustee of each fund for his or her services as trustee for
the fiscal year ended 1995.
   COMPENSATION TABLE
          Aggregate Compensation       
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>       <C>    <C>     <C>      <C>         <C>     <C>      <C>      <C>             <C>    <C>       <C>  
           J. Gary   Ralph  Phyllis Richard  Edward C.   E.      Donald   Peter S. Gerald C.      Edward  Marvin      Thomas      
           Burkhead  F. Cox Burke   J. Flynn Johnson 3d  Bradley J. Kirk  Lynch    McDonough      H.      L. Mann     R. 
          (dagger)          Davis            (dagger)    Jones            (dagger)                Malone              Williams
 
 Overseas* $0        $ 296  $ 286   $ 375    $0          $ 296   $ 299    $0       $ 296          $ 296   $ 296       $ 293       
 
 Equity 
Growth**   0         729    715     922      0           729     736      0        729            729     722         720         
 
 Global 
Resources* 0         92     89      117      0           92      93       0        92             92      92          91          
 
 Growth    0         2,534  2,458   3,219    0           2,534   2,556    0        2,536          2,534   2,533       2,498       
 Opportunities*                                                                                                                  
 
 Strategic 0         211    209     262      0           211     215      0        213            211     211         208         
 Opportunities***                                                                                                                
 
 Equity 
Income**   0         286    281     361      0           286     288      0        286            286     284         282         
 
 Income & 
Growth*    0         1,450  1,398   1,832    0           1,450   1,466    0        1,450          1,450   1,450       1,433       
 
 Emerging 
Markets    0         16     16      20       0           16      17       0        17             16      16          16          
 Income***                                                                                                                       
 
 High 
Yield*     0         363    351     460      0           363     367      0        363            363     363         358         
 
 Strategic 
Income***  0         15     14      18       0           15      15       0        15             15      15          14          
 
 Government 0        64     62      82       0           64      65       0        64             64      64          63          
 Investment*                                                                                                                     
 
 Intermediate 
Bond**      0        154    151     194      0           154     156      0        154            154     152         152         
 
 Short 
Fixed-      0        301    288     380      0           301     305      0        300            301     301         298         
 Income*                                                                                                                          
 
 High 
Income      0        242    233     306      0           242     246      0        242            242     243         240         
 Municipal*                                                                                                                      
 
 Intermediate  0     31     31      39       0           31      32       0        31             31      31          31          
 Municipal                                                                                                                      
 Income**                                                                                                                        
 
 Short-
Intermediate 0       8      8       10       0           8       8        0        8              8       8           8           
 Municipal                                                                                                                      
 Income**                                                                                                                      
 
 New York    0       29     25      30       0           25      25       0        25             25      25          25          
 Municipal                                                                                                                       
 Income*+                                                                                                                         
 
 California  0       25     25      30       0           25      25       0        25             25      25          25          
 Municipal                                                                                                                      
 Income*+                                                                                                                        
 
 Mid Cap**+  0       40     40      45       0           40      40       0        40             40      40          40          
 
 Large Cap**+ 0      30     30      35       0           30      30       0        30             30      30          30 
           
 
</TABLE>
 
   * Fiscal period ended October 31
** Fiscal period ended November 30
*** Fiscal period ended December 31
+ Estimated
(dagger) Interested trustees of each fund are compensated by FMR.    
 
<TABLE>
<CAPTION>
<S>                                   <C>                           <C>                        <C>                          
                                         Pension or                    Estimated Annual           Total Compensation        
                                         Retirement Benefits           Benefits Upon              from the Fund             
                                         Accrued as part of            Retirement                Complex*                  
                                         Fund Expenses                 from the                                            
                                         from                         Fund Complex*                                        
                                         the Fund Complex*                                                                  
 
   J. Gary Burkhead(dagger)               $ 0                           $ 0                        $ 0                      
 
   Ralph F. Cox                            5,200                         52,000                     128,000                 
 
   Phyllis Burke Davis                     5,200                         52,000                     125,000                 
 
   Richard J. Flynn                        0                             52,000                     160,500                 
 
   Edward C. Johnson 3d(dagger)            0                             0                          0                       
 
   E. Bradley Jones                        5,200                         49,400                     128,000                 
 
   Donald J. Kirk                          5,200                         52,000                     129,500                 
 
   Peter S. Lynch(dagger)                  0                             0                          0                       
 
   Gerald C. McDonough                     5,200                         52,000                     128,000                 
 
   Edward H. Malone                        5,200                         44,200                     128,000                 
 
   Marvin L. Mann                          5,200                         52,000                     128,000                 
 
   Thomas R. Williams                      5,200                         52,000                     125,000                 
 
</TABLE>
 
   * Information is as of December 31, 1995 for 219 funds in the
complex.    
(dagger) Interested Trustees of each fund are compensated by FMR.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of Trustees' fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate the fund to retain the services of
any Trustee or to pay any particular level of compensation to the Trustee.
Each fund may invest in such designated securities under the Plan without
shareholder approval.
Under a retirement program that was 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 is 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.
   As of January 31, 1996, approximately 2.30% of Strategic Income, 11.38%
of Emerging Markets Income and 38.07% of New York Municipal Income's total
outstanding shares were held by an FMR affiliate, FMR Corp.  Mr. Edward C.
Johnson 3d, President and Trustee of the funds, is a member of a family
group which, by virtue of its owning approximately 49% of the voting
securities of FMR Corp., may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp. Therefore, based on his
membership in this family group, Mr. Edward C. Johnson 3d may be deemed to
own beneficially these shares. As of this date, with the exception of Mr.
Johnson 3d's ownership of the Strategic Income, Emerging Markets Income and
New York Municipal Income's shares, the Trustees and officers of the funds
owned, in the aggregate, less than 1% of each fund's total outstanding
shares.
A shareholder owning of record or beneficially more than 25% of a fund's
outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other shareholders.
As of January 31, 1996, the following owned of record or beneficially 5% or
more of the outstanding shares of the classes of the following Fidelity
Advisor funds: 
ADVISOR EMERGING MARKETS INCOME - CLASS A: FMR Corp., Boston, MA (14.08%);
NFSC, New York, NY (13.93%).
ADVISOR EMERGING MARKETS INCOME - CLASS B: Donaldson, Lufkin & Jenrette,
New York, NY (11.69%); NFSC, New York, NY (10.25%); Painewebber Inc.,
Weehawken, NJ (8.17%).
ADVISOR EMERGING MARKETS INCOME - INSTITUTIONAL CLASS: FMR Corp., Boston,
MA (62.01%); Union Bank, Panorama City, CA (45.73%).
ADVISOR EQUITY GROWTH - CLASS A: Cigna Securities, Hartford, CT (8.60%);
Smith, Barney, Lehman, New York, NY (6.77%); Merrill Lynch Pierce Fenner,
Jacksonville, FL (5.98%).
ADVISOR EQUITY GROWTH - INSTITUTIONAL CLASS: Financial Advisor Services,
San Francisco, CA (5.31%).
ADVISOR EQUITY INCOME - CLASS A: Smith, Barney, Lehman, New York, NY
(6.72%).
ADVISOR EQUITY INCOME - CLASS B: Smith, Barney, Lehman, New York, NY
(8.15%); Donaldson, Lufkin & Jenrette, New York, NY (7.19%); NFSC, New
York, NY (6.12%), Merrill Lynch Pierce Fenner, Jacksonville, FL (6.11%).
ADVISOR EQUITY INCOME - INSTITUTIONAL CLASS: First National Bank of Ohio,
Akron, OH (18.52%); First National Bank, Gainesville, Gainesville, GA
(8.89%); First Hawaiian Bank, Honolulu, HI (6.77%).
ADVISOR GLOBAL RESOURCES - CLASS A: Smith, Barney, Lehman, New York, NY
(8.40%); NFSC, New York, NY (6.61%); Royal Alliance Assoc., Inc.,
Birmingham, AL (5.44%); Donaldson, Lufkin & Jenrette, New York, NY (5.28%).
ADVISOR GLOBAL RESOURCES - CLASS B: Smith, Barney, Lehman, New York, NY
(9.01%); NFSC, New York, NY (8.40%); A.G. Edwards & Sons, St. Louis, MO
(6.10%), Donaldson, Lufkin & Jenrette, New York, NY (5.41%); Investment
Management & Research, St. Petersburg, FL (5.32%); Royal Alliance Assoc.,
Inc., Birmingham, AL (5.11%); 
ADVISOR GLOBAL RESOURCES - INSTITUTIONAL CLASS: Charles Schwab and Co.,
Inc., San Francisco, CA (66.00%); First Hawaiian Bank, Honolulu, HI
(30.14%).
ADVISOR GOVERNMENT INVESTMENT - CLASS A: Commonwealth Equity, Waltham, MA
(9.09%); NFSC, New York, NY (6.29%).
ADVISOR GOVERNMENT INVESTMENT - CLASS B: NFSC, New York, NY (8.25%); Royal
Alliance Assoc., Inc., Birmingham, AL (7.92%); Smith, Barney, Lehman, New
York, NY (5.38%); Donaldson, Lufkin & Jenrette, New York, NY (5.31%).
ADVISOR GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (65.76%); United National Bank, Parkersburg, WV (12.05%);
Evergreen Bank, N.A., Glens Falls, NY (5.45%).
ADVISOR GROWTH OPPORTUNITIES - CLASS A: CIGNA Securities, Hartford, CT
(17.91%); Smith, Barney, Lehman, New York, NY (7.63%); A.G. Edwards & Sons,
St. Louis, MO (5.44%).
ADVISOR GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (29.50%); Cullen/Frost Bank, Dallas, TX (19.40%); First
National Bank, Gainesville, GA (11.38%); Wells Fargo Bank, San Francisco,
CA (6.93%).
ADVISOR HIGH INCOME MUNICIPAL - CLASS A: Smith, Barney, Lehman, New York,
NY (10.03%); A.G. Edwards & Sons, St. Louis, MO (6.99%); Royal Alliance
Assoc., Inc., Birmingham, AL (5.20%).
ADVISOR HIGH INCOME MUNICIPAL - CLASS B: Donaldson, Lufkin & Jenrette, New
York, NY (11.90%); NFSC, New York, NY (7.79%).
ADVISOR HIGH INCOME MUNICIPAL - INSTITUTIONAL CLASS: Tompkins County Trust
Company, Ithaca, NY (57.02%); FMR Corp., Boston, MA (21.42%); Evergreen
Bank, N.A., Glens Falls, NY (10.54%); First National Bank of Terre Haute,
Terre Haute, IN (6.46%).
ADVISOR HIGH YIELD - CLASS A: Donaldson, Lufkin & Jenrette, New York, NY
(8.01%); Smith, Barney, Lehman, New York, NY (7.07%); NFSC, New York, NY
(6.54%); Royal Alliance Assoc., Inc., Birmingham, AL (5.73%).
ADVISOR HIGH YIELD - CLASS B: Walnut Street Securities, St. Louis, MO
(10.28%); Donaldson, Lufkin & Jenrette, New York, NY (7.22%); Prudential
Securities, New York, NY (7.01%); NFSC, New York, NY (6.92%); Smith,
Barney, Lehman, New York, NY (6.16%); Merrill Lynch Pierce Fenner,
Jacksonville, FL (5.89%).
ADVISOR HIGH YIELD - INSTITUTIONAL CLASS: Charles Schwab and Co., Inc., San
Francisco, CA (45.45%); Gross Financial Corporation, San Antonio, TX
(38.66%); First Trust Company, Denver, CO (8,66%).
ADVISOR INCOME & GROWTH - CLASS A: CIGNA Securities, Hartford, CT (21.26%);
Smith, Barney, Lehman, New York, NY (5.47%).
ADVISOR INCOME & GROWTH - INSTITUTIONAL CLASS: First National Bank of Santa
Fe, Santa Fe, (31.60%); Columbus Bank and Trust Company, Columbus, GA
(17.25); National Bank of Alaska, Anchorage, AK (14.54%); TrustCorp; Great
Falls, MT (11.90%); Benefit Services Corporation, Atlanta, GA (11.88%); FMR
Corp., Boston, MA (6.33%); First Hawaiian Bank, Honolulu, HI (6.23%).
ADVISOR INTERMEDIATE BOND - CLASS A: Painewebber Inc., Weehawken, NJ
(9.08%); Smith, Barney, Lehman, New York, NY (5.30%).
ADVISOR INTERMEDIATE BOND - CLASS B: Donaldson, Lufkin & Jenrette, New
York, NY (10.26%); Royal Alliance Assoc., Inc., Birmingham, AL (7.61%).;
NFSC, New York, NY (6.57%).
ADVISOR INTERMEDIATE BOND - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (8.45%); Homeland Bank NA, Waterloo, IA (7.14%); Hawkeye Bank
& Trust, Des Moines, IA (6.58%); First National Bank of Ohio, Akron, OH
(5.75%); Amivest Corporation, New York, NY (5.72%); First National Bank of
Commerce, New Orleans, LA (5.22%).
ADVISOR INTERMEDIATE MUNICIPAL INCOME- CLASS A: Merrill Lynch Pierce
Fenner, Jacksonville, FL (9.37%); Royal Alliance Assoc., Inc., Birmingham,
AL (8.07%); Smith Barney, Lehman, New York, NY (6.75%); Donaldson, Lufkin &
Jenrette, New York, NY (5.27%); Chase Manhattan Investment Services, New
York, NY (5.25%).
ADVISOR INTERMEDIATE MUNICIPAL INCOME - CLASS B: Donaldson, Lufkin &
Jenrette, New York, NY (12.38%); Royal Alliance Assoc., Inc., Birmingham,
AL (7.91%); NFSC, New York, NY (8.50%); A.G. Edwards & Sons, St. Louis, MO
(8.33%); Prudential Securities, New York, NY (6.96%).
ADVISOR INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS: Laird Norton
Co., Seattle, WA (35.67%); Citizens State Bank, Corpus Christi, TX (9.17%);
First Interstate Bank of Texas, Houston, TX (9.01%); Liberty Bank & Trust
of Tulsa, Tulsa, OK (8.76%); South Holland Bancorp, South Holland, IL
(5.93%).
ADVISOR NEW YORK MUNICIPAL INCOME - CLASS A: FMR Corp., Boston, MA
(23.78%); A.G. Edwards & Sons, St. Louis, MO (13.93%); North Ridge
Securities Corp., Hauppauge, NY (10.92%); Prudential Securities, New York,
NY (6.00%); Royal Alliance Assoc., Inc., Birmingham, AL (5.74%); Chemical
Bank, New York, NY (5.75%); First Albany, Albany, NY (5.65%).
ADVISOR NEW YORK MUNICIPAL INCOME - CLASS B: FMR Corp., Boston, MA
(38.84%); NFSC, New York, NY (19.11%); W.S. Griffith & Co., Inc., San
Diego, CA (7.04%); Prudential Securities, New York, NY (5.36%).
ADVISOR NEW YORK MUNICIPAL INCOME - INSTITUTIONAL CLASS: FMR Corp., Boston,
MA (100.00%).
ADVISOR OVERSEAS - CLASS A: Smith, Barney, Lehman, New York, NY (9.32%).
ADVISOR OVERSEAS - CLASS B: NFSC, New York, NY (9.71%); Smith, Barney,
Lehman, New York, NY (8.96%); Painewebber Inc., Weehawken, NJ (8.80%);
Merrill Lynch Pierce Fenner, Jacksonville, FL (5.98%).
ADVISOR OVERSEAS - INSTITUTIONAL CLASS: First Hawaiian Bank, Honolulu, HI
(44.57%); Tompkins County Trust Company, Ithaca, NY (13.20%); Benefit
Services Corporation, Atlanta, GA (12.62%); Evergreen Bank, N.A., Glens
Falls, NY (5.99%); Commonwealth Equity, Waltham, MA (5.74%).
ADVISOR SHORT FIXED INCOME - CLASS A: NFSC, New York, NY (8.56%); Smith,
Barney, Lehman, New York (5.92%).
ADVISOR SHORT FIXED INCOME - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (83.35%).
ADVISOR SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS A: NFSC, New York, NY
(9.63%); CIGNA Life, Hartford, CT (7.13%).
ADVISOR SHORT-INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS: FMR
Corp., Boston, MA (52.30%).
ADVISOR STRATEGIC INCOME - CLASS A: NFSC, New York, NY (8.97%); Donaldson,
Lufkin & Jenrette, New York, NY (6.45%); Royal Alliance Assoc., Inc.,
Birmingham, AL (6.22%); FSC Securities, Marietta, GA (5.82%); Financial
Network Invest Corp., Torrance, CA (5.40%).
ADVISOR STRATEGIC INCOME - CLASS B: G.W. & Wade, Wellesley, MA (50.51%);
FMR Corp., Boston, MA (6.66%); NFSC, New York, NY (6.01%).
ADVISOR STRATEGIC INCOME - INSTITUTIONAL CLASS: FMR Corp., Boston, MA
(100.00%).
ADVISOR STRATEGIC OPPORTUNITIES - CLASS A: Merrill Lynch Pierce Fenner,
Jacksonville, FL (13.44%); CIGNA Securities, Hartford, CT (7.84%); A.G.
Edwards & Sons, St. Louis, MO (6.55%); Smith, Barney, Lehman, New York, NY
(5.20%).
ADVISOR STRATEGIC OPPORTUNITIES - CLASS B: Donaldson, Lufkin & Jenrette,
New York, NY (7.45%); Smith, Barney, Lehman, New York, NY (6.89%); Dain
Bosworth Inc., Minneapolis, MN (6.64%); NFSC, New York, NY (5.71%).    
ADVISOR STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (88.87%).
MANAGEMENT CONTRACTS
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 to
the transfer agent and the pricing and bookkeeping 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, each trust, on behalf of
each of 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.
FMR is each fund's manager pursuant to management contracts dated and
approved by shareholders on the dates shown in the table below. 
 
<TABLE>
<CAPTION>
<S>                                          <C>                           <C>                            
FUND                                         DATE OF MANAGEMENT CONTRACT   DATE OF SHAREHOLDER APPROVAL   
 
   Overseas                                     1/1/93                        12/1/92                     
 
Mid Cap                                      1/18/96                       1/18/96                        
 
Equity Growth                                12/1/90                       11/14/90                       
 
Global Resources                             12/1/94                       11/16/94                       
 
Growth Opportunities                         1/1/95                        12/14/94                       
 
Strategic Opportunities                      11/29/90                      9/19/90                        
 
   Large Cap                                    1/18/96                       1/18/96                     
 
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                        12/14/94                       
 
Strategic Income                             9/16/94                       10/14/94                       
 
Government Investment                        1/1/95                        12/14/94                       
 
Intermediate Bond                            1/1/95                        12/14/94                       
 
Short Fixed-Income                           1/195                         12/14/94                       
 
High Income Municipal                        12/1/94                       11/16/94                       
 
Intermediate Municipal Income                7/1/95                        6/14/95                        
 
   Short-Intermediate Municipal Income          7/1/95                        6/14/95                     
 
   New York Municipal Income                    11/17/94                      12/8/94                     
 
   California Municipal Income                  12/14/95                      12/14/95                    
 
</TABLE>
 
   For the services of FMR under its 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 services of FMR under each contract, Mid Cap, Equity Growth, Global
Resources, Large Cap, Income & Growth, Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, New York Municipal Income, and
California Municipal Income each pays FMR a monthly management fee composed
of the sum of two elements: a group fee rate and an individual fund fee
rate.
For the services of FMR under each contract, Overseas, Growth
Opportunities, and Strategic Opportunities each pays FMR a monthly
management fee composed of the sum of two elements: a basic fee rate and a
performance adjustment based on a comparison of the performance of Growth
Opportunities, and Strategic Opportunities to that of the S&P 500 and the
performance of Overseas to that of the capitalization-weighted EAFE. The
capitalization weighted (cap-weighted) EAFE is an approximate
representation of each country's share of the stock market value of all
countries in the index.    
COMPUTING THE BASIC FEE. The basic fee rate for each fund (except Equity
Income) is 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. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively     applying the annualized rates on the left. For
example, the effective annual fee rate at $366.9 billion of group net
assets - the approximate level for December 1995 - was 0.3097% for equity
funds and 0.1482% for fixed-income funds, which is the weighted average of
the respective fee rates for each level of group net assets up $366.9
billion. 
   BOND FUNDS
The following fee schedule is the current fee schedule for all bond funds
except Emerging Markets Income and California Municipal Income.    
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 0        -     3 billion   .3700%    $ 0.5 billion   .3700%   
 
3          -     6           .3400     25              .2664    
 
6          -     9           .3100     50              .2188    
 
9          -     12          .2800     75              .1986    
 
12         -     15          .2500     100             .1869    
 
15         -     18          .2200     125             .1793    
 
18         -     21          .2000     150             .1736    
 
21         -     24          .1900     175             .1690    
 
24         -     30          .1800     200             .1652    
 
30         -     36          .1750     225             .1618    
 
36         -     42          .1700     250             .1587    
 
42         -     48          .1650     275             .1560    
 
48         -     66          .1600     300             .1536    
 
66         -     84          .1550     325             .1514    
 
84         -     120         .1500     350             .1494    
 
120        -     156         .1450     375             .1476    
 
156        -     192         .1400     400             .1459    
 
192        -     228         .1350                              
 
228        -     264         .1300                              
 
264        -     300         .1275                              
 
300        -     336         .1250                              
 
336        -     372         .1225                              
 
Over 372                     .1200                              
 
This fee schedule has been approved by the shareholders of each bond fund
except Emerging Markets Income and California Municipal Income.
EMERGING MARKETS INCOME. The following fee schedule is the current fee
schedule for Emerging Markets Income.
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 0        -     3 billion   .3700%    $ 0.5 billion   .3700%   
 
3          -     6           .3400     25              .2664    
 
6          -     9           .3100     50              .2188    
 
9          -     12          .2800     75              .1986    
 
12         -     15          .2500     100             .1869    
 
15         -     18          .2200     125             .1793    
 
18         -     21          .2000     150             .1736    
 
21         -     24          .1900     175             .1695    
 
24         -     30          .1800     200             .1658    
 
30         -     36          .1750     225             .1629    
 
36         -     42          .1700     250             .1604    
 
42         -     48          .1650     275             .1583    
 
48         -     66          .1600     300             .1565    
 
66         -     84          .1550     325             .1548    
 
84         -     120         .1500     350             .1533    
 
120        -     174         .1450     400             .1507    
 
174        -     228         .1400                              
 
228        -     282         .1375                              
 
282        -     336         .1350                              
 
Over 336                     .1325                              
 
On August 1, 1994, FMR voluntarily revised the group fee rate schedule for
Emerging Markets Income, and added new breakpoints, pending shareholder
approval of a new management contract reflecting the additional
breakpoints. The revised group fee rate schedule is identical to the above
schedule for average group assets under $156 billion. For average group
assets in excess of $156 billion, the group fee rate schedule voluntarily
adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 120      -     156 billion   .1450%    $150 billion   .1736%   
 
156        -     192           .1400     175            .1690    
 
192        -     228           .1350     200            .1652    
 
228        -     264           .1300     225            .1618    
 
264        -     300           .1275     250            .1587    
 
300        -     336           .1250     275            .1560    
 
336        -     372           .1225     300            .1536    
 
Over 372                       .1200     325            .1514    
 
                                         350            .1494    
 
                                         375            .1476    
 
                                         400            .1459    
 
   On January 1, 1996, FMR voluntarily added new breakpoints to the
(revised, in the case of Emerging Markets Income) schedule for average
group assets in excess of $372 billion, pending shareholder approval of a
new management contract reflecting the additional breakpoints. The
(revised, in the case of Emerging Markets Income) group fee rate schedule
and its extension provide for lower management fee rates as FMR's assets
under management increase. For average group assets in excess of $372
billion, the group fee rate schedule voluntarily adopted by FMR is as
follows:
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                     <C>            
   $ 372             -          408 billion          .1200%          $  400 billion          .1459       
 
   408               -          444                  .1175           425                     .1443       
 
   444               -          480                  .1150           450                     .1427       
 
   480               -          516                  .1125           475                     .1413       
 
   Over 516                                          .1100           500                     .1399       
 
                                                                     525                     .1385       
 
                                                                     550                     .1372       
 
</TABLE>
 
   CALIFORNIA MUNICIPAL INCOME. The following fee schedule is the current
fee schedule for California Municipal Income.
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                 <C>             <C>                    <C>             
   $ 0               -          $3 billion          .3700%          $ 0.5 billion          .3700%       
 
   3                 -          6                   .3400           25                     .2664        
 
   6                 -          9                   .3100           50                     .2188        
 
   9                 -          12                  .2800           75                     .1986        
 
   12                -          15                  .2500           100                    .1869        
 
   15                -          18                  .2200           125                    .1793        
 
   18                -          21                  .2000           150                    .1736        
 
   21                -          24                  .1900           175                    .1690        
 
   24                -          30                  .1800           200                    .1652        
 
   30                -          36                  .1750           225                    .1618        
 
   36                -          42                  .1700           250                    .1587        
 
   42                -          48                  .1650           275                    .1560        
 
   48                -          66                  .1600           300                    .1536        
 
   66                -          84                  .1550           325                    .1514        
 
   84                -          120                 .1500           350                    .1494        
 
   120               -          156                 .1450           375                    .1476        
 
   156               -          192                 .1400           400                    .1459        
 
   192               -          228                 .1350           425                    .1443        
 
   228               -          264                 .1300           450                    .1427        
 
   264               -          300                 .1275           475                    .1413        
 
   300               -          336                 .1250           500                    .1399        
 
   336               -          372                 .1225           525                    .1385        
 
   372               -          408                 .1200           550                    .1372        
 
   408               -          444                 .1175                                               
 
   444               -          480                 .1150                                               
 
   480               -          516                 .1125                                               
 
   Over 516                                         .1100                                               
 
</TABLE>
 
   The fee schedule has been approved by the shareholders of California
Municipal Income.
EQUITY FUNDS
The following fee schedule is the current fee schedule for all equity funds
(except Mid Cap, Large Cap, Strategic Opportunities, Equity Income, Equity
Growth, and Overseas).    
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 0        -     3 billion   .5200%    $ 0.5 billion   .5200%   
 
3          -     6           .4900     25              .4238    
 
6          -     9           .4600     50              .3823    
 
9          -     12          .4300     75              .3626    
 
12         -     15          .4000     100             .3512    
 
15         -     18          .3850     125             .3430    
 
18         -     21          .3700     150             .3371    
 
21         -     24          .3600     175             .3325    
 
24         -     30          .3500     200             .3284    
 
30         -     36          .3450     225             .3249    
 
36         -     42          .3400     250             .3219    
 
42         -     48          .3350     275             .3190    
 
48         -     66          .3250     300             .3163    
 
66         -     84          .3200     325             .3137    
 
84         -     102         .3150     350             .3113    
 
102        -     138         .3100     375             .3090    
 
138        -     174         .3050     400             .3067    
 
174        -     210         .3000                              
 
210        -     246         .2950                              
 
246        -     282         .2900                              
 
282        -     318         .2850                              
 
318        -     354         .2800                              
 
354        -     390         .2750                              
 
Over 390                     .2700                              
 
   This fee schedule has been approved by shareholders of each equity fund
except Mid Cap, Large Cap, Overseas, Equity Growth, Strategic
Opportunities, and Equity Income (see chart indicating date of management
contract and date of shareholder approval).
On January 1, 1996, FMR voluntarily added new breakpoints to the schedule
for average group assets in excess of $390 billion, pending shareholder
approval of a new management contract reflecting the additional
breakpoints. The revised group fee rate schedule and its extensions provide
for lower management fee rates as FMR's assets under management increase.
The revised group fee rate schedule for average group assets in excess of
$210 billion and up to $390 billion with additional breakpoints voluntarily
adopted by FMR for average group assets in excess of $390 billion is as
follows:
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                    <C>             
   $ 174             -          210 billion          .3000%           $150 billion          .3371%       
 
   210               -          246                  .2950            175                   .3325        
 
   246               -          282                  .2900            200                   .3284        
 
   282               -          318                  .2850            225                   .3249        
 
   318               -          354                  .2800            250                   .3219        
 
   354               -          390                  .2750            275                   .3190        
 
   390               -          426                  .2700            300                   .3163        
 
   426               -          462                  .2650            325                   .3137        
 
   462               -          498                  .2600            350                   .3113        
 
   498               -          534                  .2550            375                   .3090        
 
   Over 534                                          .2500            400                   .3067        
 
                                                                      425                   .3046        
 
                                                                      450                   .3024        
 
                                                                      475                   .3003        
 
                                                                      500                   .2982        
 
                                                                      525                   .2962        
 
                                                                      550                   .2942        
 
</TABLE>
 
   EQUITY GROWTH AND STRATEGIC OPPORTUNITIES.     The following fee
schedule is the current fee schedule for Equity Growth and Strategic
Opportunities.
   GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                <C>             <C>                     <C>             
   $ 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                                                
 
</TABLE>
 
   Under each fund's current management contract with FMR, the group fee
rate is based on a schedule with breakpoints ending at .3100% for average
group assets in excess of $102 billion. The group fee rate breakpoints
shown above for average group assets in excess of $138 billion and under
$228 billion were voluntarily adopted by FMR on January 1, 1992. The
additional breakpoints shown above for average group 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 for average group assets
in excess of $210 billion and under $390 billion as shown in the schedule
below. The revised group fee rate schedule was identical to the above
schedule for average group assets under $210 billion. For average group
assets in excess of $210 billion, the group fee rate schedule voluntarily
adopted by FMR is as follows: 
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                    <C>             
   $ 138             -          174 billion          .3050%           $150 billion          .3371%       
 
   174               -          210                  .3000            175                   .3325        
 
   210               -          246                  .2950            200                   .3284        
 
   246               -          282                  .2900            225                   .3249        
 
   282               -          318                  .2850            250                   .3219        
 
   318               -          354                  .2800            275                   .3190        
 
   354               -          390                  .2750            300                   .3163        
 
   Over 390                                          .2700            325                   .3137        
 
                                                                      350                   .3113        
 
                                                                      375                   .3090        
 
                                                                      400                   .3067        
 
</TABLE>
 
   On January 1, 1996, FMR voluntarily added new breakpoints to the revised
schedule for average group assets in excess of $390 billion, pending
shareholder approval of a new management contract reflecting the revised
schedule and additional breakpoints. The revised group fee rate schedule
and its extensions provide for lower management fee rates as FMR's assets
under management increase. The revised group fee rate schedule for average
group assets in excess of $210 billion and up to $390 billion with
additional breakpoints voluntarily adopted by FMR for average group assets
in excess of $390 billion is as follows: 
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                    <C>             
   $ 174             -          210 billion          .3000%           $150 billion          .3371%       
 
   210               -          246                  .2950            175                   .3325        
 
   246               -          282                  .2900            200                   .3284        
 
   282               -          318                  .2850            225                   .3249        
 
   318               -          354                  .2800            250                   .3219        
 
   354               -          390                  .2750            275                   .3190        
 
   390               -          426                  .2700            300                   .3163        
 
   426               -          462                  .2650            325                   .3137        
 
   462               -          498                  .2600            350                   .3113        
 
   498               -          534                  .2550            375                   .3090        
 
   Over 534                                          .2500            400                   .3067        
 
                                                                      425                   .3046        
 
                                                                      450                   .3024        
 
                                                                      475                   .3003        
 
                                                                      500                   .2982        
 
                                                                      525                   .2962        
 
                                                                      550                   .2942        
 
</TABLE>
 
   OVERSEAS. The following fee schedule is the current fee schedule for
Overseas.
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                <C>             <C>                     <C>             
   $ 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                                                
 
</TABLE>
 
   Under the fund's current management contract with FMR, the group fee
rate is based on a schedule with breakpoints ending at .3000% for average
group assets in excess of $174 billion. Prior to January 1, 1993, the group
fee rate breakpoints shown above for average group assets in excess of $138
billion and under $228 billion were voluntarily adopted by FMR on January
1, 1992. The additional breakpoints shown above for average group 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. The revised group fee
rate schedule is identical to the above schedule for average group assets
under $210 billion. For average group assets in excess of $210 billion, the
group fee rate schedule voluntarily adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                    <C>             
   $ 138             -          174 billion          .3050%           $150 billion          .3371%       
 
   174               -          210                  .3000            175                   .3325        
 
   210               -          246                  .2950            200                   .3284        
 
   246               -          282                  .2900            225                   .3249        
 
   282               -          318                  .2850            250                   .3219        
 
   318               -          354                  .2800            275                   .3190        
 
   354               -          390                  .2750            300                   .3163        
 
   Over 390                                          .2700            325                   .3137        
 
                                                                      350                   .3113        
 
                                                                      375                   .3090        
 
                                                                      400                   .3067        
 
</TABLE>
 
   On January 1, 1996, FMR voluntarily added new breakpoints to the revised
schedule for average group assets in excess of $390 billion, pending
shareholder approval of a new management contract reflecting the revised
schedule and additional breakpoints. The revised group fee rate schedule
and its extensions provide for lower management fee rates as FMR's assets
under management increase. For average group assets in excess of of $210
billion, the revised group fee rate schedule with additional breakpoints
voluntarily adopted by FMR is as follows: 
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                    <C>             
   $ 174             -          210 billion          .3000%           $150 billion          .3371%       
 
   210               -          246                  .2950            175                   .3325        
 
   246               -          282                  .2900            200                   .3284        
 
   282               -          318                  .2850            225                   .3249        
 
   318               -          354                  .2800            250                   .3219        
 
   354               -          390                  .2750            275                   .3190        
 
   390               -          426                  .2700            300                   .3163        
 
   426               -          462                  .2650            325                   .3137        
 
   462               -          498                  .2600            350                   .3113        
 
   498               -          534                  .2550            375                   .3090        
 
   Over 534                                          .2500            400                   .3067        
 
                                                                      425                   .3046        
 
                                                                      450                   .3024        
 
                                                                      475                   .3003        
 
                                                                      500                   .2982        
 
                                                                      525                   .2962        
 
                                                                      550                   .2942        
 
</TABLE>
 
   MID CAP AND LARGE CAP. The following fee schedule is the current fee
schedule for Mid Cap and Large Cap.
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                <C>             <C>                     <C>             
   $ 0               -          3 billion          .5200%           $ 0.5 billion          .5200%       
 
   3                 -          6                  .4900            25                     .4238        
 
   6                 -          9                  .4600            50                     .3823        
 
   9                 -          12                 .4300            75                     .3626        
 
   12                -          15                 .4000            100                    .3512        
 
   15                -          18                 .3850            125                    .3430        
 
   18                -          21                 .3700            150                    .3371        
 
   21                -          24                 .3600            175                    .3325        
 
   24                -          30                 .3500            200                    .3284        
 
   30                -          36                 .3450            225                    .3249        
 
   36                -          42                 .3400            250                    .3219        
 
   42                -          48                 .3350            275                    .3190        
 
   48                -          66                 .3250            300                    .3163        
 
   66                -          84                 .3200            325                    .3137        
 
   84                -          102                .3150            350                    .3113        
 
   102               -          138                .3100            375                    .3090        
 
   138               -          174                .3050            400                    .3067        
 
   174               -          210                .3000            425                    .3046        
 
   210               -          246                .2950            450                    .3024        
 
   246               -          282                .2900            475                    .3003        
 
   282               -          318                .2850            500                    .2982        
 
   318               -          354                .2800            525                    .2962        
 
   354               -          390                .2750            550                    .2924        
 
   390               -          426                .2700                                                
 
   426               -          462                .2650                                                
 
   462               -          498                .2600                                                
 
   498               -          534                .2550                                                
 
   Over 534                                        .2500                                                
 
</TABLE>
 
   This fee schedule has been approved by the shareholders of each of Mid
Cap and Large Cap.
The individual fund fee rates for each fund (except Equity Income) are set
forth in the following chart. Based on the average group net assets of the
funds advised by FMR for December 1995, the annual basic fee rate would be
calculated as follows:    
 
 
 
<TABLE>
<CAPTION>
<S>                        <C>                     <C>        <C>                               <C>        <C>                     
                              Group Fee Rate                     Individual Fund Fee Rate                     Basic Fee Rate       
 
   Overseas                   .3097%                  +          0.45%                             =          .7597%               
 
   Mid Cap                    .3097%                  +          0.30%                             =          .6097%               
 
   Equity Growth              .3097%                  +           0.30%*                           =          .6097%               
 
   Global Resources           .3097%                  +          0.45%                             =          .7597%               
 
   Growth Opportunities        .3097%                  +          0.30%                             =          .6097%               
 
   Strategic 
Opportunities                  .3097%                  +          0.30%                             =          .6097%               
 
   Large Cap                   .3097%                  +          0.30%                             =          .6097%               
 
   Income & Growth             .3097%                  +          0.20%                             =          .5097%               
 
   Emerging Markets 
Income                         .1482%                  +          0.55%                             =          .6982%               
 
   High Yield                  .1482%                  +          0.45%                             =          .5982%               
 
   Strategic Income            .1482%                  +          0.45%                             =          .5982%               
 
   Government Investment       .1482%                  +          0.30%                             =          .4482%               
 
   Intermediate Bond           .1482%                  +          0.30%                             =          .4482%               
 
   Short Fixed-Income          .1482%                  +          0.30%                             =          .4482%               
 
   High Income Municipal       .1482%                  +          0.25%                             =          .3982%               
 
   Intermediate Municipal 
Income                         .1482%                  +          0.25%                             =          .3982%               
 
   Short-Intermediate 
Municipal                      .1482%                  +          0.25%                             =          .3982%               
   Income               
 
   New York Municipal 
Income                         .1482%                  +          0.25%                             =          .3982%               
 
   California Municipal 
Income                         .1482%                  +           0.25%                            =          .3982%               
 
</TABLE>
 
   * 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 the fiscal years ended 1995, the total management fee would
have been 0.64%.
One-twelfth (1/12) of this annual basic fee or management fee, as
applicable, 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 for Strategic
Opportunities, Overseas, and Growth Opportunities is subject to upward or
downward adjustment, depending upon whether, and to what extent, the
investment performance of each applicable fund for the performance period
exceeds, or is exceeded by, the record of the S&P 500 (Strategic
Opportunities and Growth Opportunities), or the cap-weighted EAFE
(Overseas) (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 (plus/minus)10.00) is multiplied by a performance
adjustment rate of 0.02%. Thus, the maximum annualized adjustment rate is
(plus/minus)0.20%. This performance comparison is made at the end of each
month. One-twelfth of this rate is then applied to each fund's average net
assets for the entire performance period, giving the dollar amount which
will be added to (or subtracted from) the basic fee. For each fund,
investment performance will be measured separately for each class of shares
offered by that fund and the least of the results obtained will be used in
calculating the performance adjustment to the management fee paid by the
fund.    
Each class's performance is calculated based on change in NAV. For purposes
of calculating the performance adjustment, any dividends or capital gain
distributions paid by each class are treated as if reinvested in that
class's shares at the NAV as of the record date for payment. The record of
each Index is based on change in value and is adjusted for any cash
distributions from the companies whose securities compose the Index.
Because the adjustment to the basic fee is based on each fund's performance
compared to the investment record of the applicable Index, the controlling
factor is not whether each fund's performance is up or down per se, but
whether it is up or down more or less than the record of the Index.
Moreover, the comparative performance of each fund is based solely on the
relevant performance period without regard to the cumulative performance
over a longer or shorter period of time.
   The table below shows the management fees paid to FMR (including the
amount of the performance adjustment); the dollar amount of negative or
positive performance adjustments, if applicable; and the net management fee
as a percentage of each fund's average net assets for the three most recent
fiscal years.    
 
 
 
<TABLE>
<CAPTION>
<S>                    <C>                   <C>                      <C>                             <C>                          
                          FISCAL YEAR          MANAGEMENT FEE+          PERFORMANCE ADJUSTMENT          MANAGEMENT FEE            
                          ENDED                                                                          AS A PERCENTAGE OF        
                                                                                                         AVERAGE NET ASSETS        
 
   OVERSEAS               10/31                                                                                                    
 
   1995                                          $ 5,589,729              $ 307,727 (upward)             0.81%                     
 
   1994                                           3,435,695                133,032 (upward)              0.80                      
 
   1993                                           503,110                  3,885 (downward)              0.77                      
 
   EQUITY GROWTH          11/30                                                                                                    
 
   1995                                           12,057,390               N/A                           0.61                      
 
   1994                                           6,567,305                N/A                           0.64                      
 
   1993                                           2,646,631                N/A                           0.66                      
 
   GLOBAL RESOURCES        10/31                                                                                                    
 
   1995                                            1,730,945                N/A                           0.76                      
 
   1994                                            890,892                  N/A                           0.77                      
 
   1993                                            111,465                  N/A                           0.77                      
 
   GROWTH 
OPPORTUNITIES             10/31                                                                                                    
 
   1995                                           46,903,758               5,210,490 (upward)            0.69                      
 
   1994                                           22,087,985               2,130,192 (upward)            0.69                      
 
   1993                                           8,250,306                709,376 (upward)              0.68                      
 
   STRATEGIC 
OPPORTUNITIES+++          12/31                                                                                                    
 
   1995                                           3,510,812                91,269 (upward)               0.62                      
 
   10/1/94 - 
12/31/94                                          682,856                  37,843 (upward)               0.67***                   
 
   10/1/93 - 
9/30/94                                           2,582,584                359,674 (upward)              0.72                      
 
   1993                                            1,291,906                81,040 (upward)               0.54                      
 
   EQUITY INCOME           11/30                                                                                                    
 
   1995                                            4,257,045                N/A                           0.50                      
 
   1994                                            1,392,206                N/A                           0.50                      
 
   1993                                            933,830                  N/A                           0.50                      
 
   INCOME & GROWTH          10/31                                                                                                   
 
   1995                                            17,383,377               N/A                           0.51                      
 
   1994                                            13,325,884               N/A                           0.52                      
 
   1993                                            4,578,813                N/A                           0.53                      
 
   EMERGING MARKETS 
INCOME                     12/31                                                                                                    
 
   1995                                            283,122                  N/A                           0.70                      
 
   1994++                                          122,088                  N/A                           0.70                      
 
   HIGH YIELD              10/31                                                                                                    
 
   1995                                            5,796,415                N/A                           0.60                      
 
   1994                                            3,737,959                N/A                           0.60                      
 
   1993                                            1,539,682                N/A                           0.51                      
 
   STRATEGIC INCOME        12/31                                                                                                    
 
   1995                                            277,990                  N/A                           0.60                      
 
   1994++                                          10,348                   N/A                           0.60                      
 
   GOVERNMENT 
INVESTMENT                 10/31                                                                                                    
 
   1995                                            766,114                  N/A                           0.45                      
 
   1994                                            422,255                  N/A                           0.46                      
 
   1993                                            186,973                  N/A                           0.46                      
 
   INTERMEDIATE BOND       11/30                                                                                                    
 
   1995                                            1,703,722                N/A                           0.45                      
 
   1994                                            1,180,785                N/A                           0.41                      
 
   1993                                            818,426                  N/A                           0.42                      
 
                           FISCAL YEAR          MANAGEMENT FEE+          PERFORMANCE ADJUSTMENT          MANAGEMENT FEE            
                           ENDED                                                                          AS A PERCENTAGE OF        
                                                                                                         AVERAGE NET ASSETS        
 
   SHORT FIXED-
INCOME                     10/31                                                                                                    
 
   1995                                           $ 2,889,187               N/A                           0.45%                     
 
   1994                                            3,713,144                N/A                           0.46                      
 
   1993                                            1,674,841                N/A                           0.47                      
 
   HIGH INCOME 
MUNICIPAL                  10/31                                                                                                    
 
   1995                                            2,289,466                N/A                           0.40                      
 
   1994                                            2,257,113                N/A                           0.41                      
 
   1993                                            1,314,060                N/A                           0.42                      
 
   INTERMEDIATE 
MUNICIPAL                  11/30                                                                                                    
   INCOME                                                                                                                         
 
   1995                                            292,469                  N/A                           0.40                      
 
   1994                                            286,027                  N/A                           0.41                      
 
   1993                                            156,087                  N/A                           0.42                      
 
   SHORT-
INTERMEDIATE               11/30                                                                                                    
   MUNICIPAL INCOME    
 
   1995                                            79,349                   N/A                           0.40                      
 
   1994++                                          31,109                   N/A                           0.41                      
 
   NEW YORK 
MUNICIPAL                  10/31                                                                                                    
   INCOME                                                                                                                       
 
   1995*                                           2,203**                  N/A                           0.39***                   
 
</TABLE>
 
   * From August 21, 1995 (commencement of operations)
** Before reimbursement
*** Annualized
+ Management fee includes performance adjustments for Overseas, Growth
Opportunities, and Strategic Opportunities.
++ Emerging Markets Income, Strategic Income, Short-Intermediate Municipal
Income, and New York Municipal Income commenced operations on March 10,
1994, October 31, 1994, March 16, 1994, and August 21, 1995, respectively.
Management fee percentages for these funds are annualized.
+++ Strategic Opportunities' fiscal year end changed from September 30 to
December 31 as of November 9, 1994.    
FMR may, from time to time, voluntarily reimburse all or a portion of a
class's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursement
by FMR will increase each class's total returns and yield and repayment of
the reimbursement by each class will lower its total returns and yield.
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that the 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 Equity Growth, Global Resources, Growth
Opportunities, Strategic Opportunities, Equity Income, Income & Growth,
High Yield, Intermediate Bond, Mid Cap, Large Cap, 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
and Strategic Income, FMR has entered into sub-advisory agreements with FMR
U.K., FMR Far East, FIJ, and FIIA. FIIA, in turn, has entered into a
sub-advisory agreement with 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 Overseas, Global Resources, Growth Opportunities, Mid Cap,
Large Cap, Strategic Income, Income & Growth, High Yield, Intermediate
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 focuses
on issuers in countries other than the United States such as those in
Europe, Asia, and the Pacific Basin. 
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. FIJ and FIIA are wholly owned subsidiaries of Fidelity
International Limited (FIL), a Bermuda company formed in 1968 which
primarily provides investment advisory services to non-U.S. investment
companies and institutional investors investing in securities throughout
the world. Edward C. Johnson 3d, Johnson family members, and various trusts
for the benefit of the Johnson family own, directly or indirectly, more
than 25% of the voting common stock of FIL. FIJ was organized in Japan in
1986. FIIA was organized in Bermuda in 1983. 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:
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 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.
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 Overseas, Global Resources, Growth Opportunities, Mid Cap,
Large Cap, Strategic Income, Income & Growth, Emerging Markets Income, High
Yield, Short Fixed-Income, and Intermediate Bond, for providing
discretionary investment management and executing portfolio transactions,
the sub-advisers are compensated as follows:
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.
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 by FMR to FMR U.K., FMR Far East, FIIA,
and FIJ, and by FIIA to FIIAL U.K. for providing investment advice and
research services with respect to certain of the funds for the fiscal
periods ended 1995, 1994, and 1993.
The other funds paid no investment sub-advisory fees for the fiscal periods
ended 1995, 1994, and 1993.
   FEES PAID TO FOREIGN SUB-ADVISERS    
 
 
 
<TABLE>
<CAPTION>
<S>                                
<C>           <C>            <C>           <C>       <C>                                  <C>                 <C>
   FUND     
   FEES PAID BY FMR TO FMR U.K.                         FEES PAID BY FMR TO FMR FAR EAST     
 
                                   
   1995          1994           1993                     1995                                1994                1993            
 
   Overseas                        
   $ 364,803   $ 153,288         $ 14,363                 $ 352,004                              $ 174,129           $ 22,357       
 
   Equity Growth                   
   31,519           13,191       3,144                     30,883                                15,192              5,021         
 
   Global Resources                
   9,872            2,598        N/A                       9,721                                 2,932             N/A             
 
   Growth Opportunities            
   212,175          67,818       N/A                        203,140                               82,741            N/A             
 
   Strategic Opportunities        
   5,261            7,794*       N/A                        5,862                                 7,712*           N/A            
                    7,352**   4,560                                                               7,701**          11,267          
 
   Equity Income                   
     23,713         12,197         4,669                    23,140                                13,970              7,199         
 
   Income & Growth                 
     330,971         248,936          N/A                   304,870                               299,094           N/A             
 
 
   TOTAL                           
    $ 978,314        $ 513,174         $ 26,736           $ 929,620                              $ 603,471           $ 45,844       
 
</TABLE>
 
   * From 10/1/93 - 9/30/94.
** From 10/1/94 - 12/31/94.
No fees were paid to FIJ, FIIA, and FIIAL U.K. for fiscal periods ended
1995, 1994 and 1993.
CONTRACTS WITH FMR AFFILIATES
State Street is transfer, dividend disbursing, and shareholder servicing
agent for Class A shares of the taxable funds. FIIOC, an affiliate of FMR,
is transfer, dividend disbursing, and shareholder servicing agent for Class
B and Institutional Class shares of the taxable funds. State Street has
entered into sub-contracts with FIIOC pursuant to which FIIOC performs
certain transfer, dividend disbursing and shareholder services for Class A
shares of the taxable funds. UMB is the transfer, dividend disbursing, and
shareholder servicing agent for Class A, Class B and Institutional Class
shares of the municipal funds. UMB has entered into sub-contracts with
FIIOC pursuant to which FIIOC performs transfer, dividend disbursing, and
shareholder services for Class A, Class B, and Institutional Class shares
of the municipal funds. Under these arrangements, FIIOC receives an annual
account fee and an asset-based fee each based on account size. The account
fee is subject to adjustment based on postal rate changes. The asset-based
fees of the growth 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%. FIIOC also collects
small account fees from certain accounts with balances of less than
$2,500.    
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. Also,
State Street and FIIOC, as applicable, pay out-of-pocket expenses
associated with providing transfer agent services.
   FSC, an affiliate of FMR, performs the calculations necessary to
determine NAV and dividends for Class A, Class B, and Institutional Class
of each taxable fund, maintains each taxable fund's accounting records and
administers each taxable fund's securities lending program. UMB has an
additional sub-contract with FSC pursuant to which FSC performs the
calculations necessary to determine the NAV and dividends for the Class A,
Class B, and Institutional Class of each municipal fund, and maintains the
accounting records for each municipal fund. The annual fee rates for these
pricing and bookkeeping services are based on each fund's average net
assets, specifically, 0.0600% (equity funds), 0.0750% (international
funds), 0.0400% (fixed-income funds), or 0.0750% (high yield funds) for the
first $500 million of average net assets and 0.0300% (equity funds) 0.0375%
(international funds), 0.0200% (fixed-income funds) or 0.0375% (high yield
funds) for average net assets in excess of $500 million. Prior to January
1, 1996, the annual fee rates for pricing and bookkeeping services for the
international funds and high yield funds were based on each fund's average
net assets, specifically, 0.0600% and 0.0400% respectively, for the first
$500 million of average net assets, and 0.0300% and 0.0200%, respectively,
for average net assets in excess of $500 million. The fee is limited to a
minimum of $60,000 and a maximum of $800,000 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                                         1995                1994                        1993            
 
                                                                                                                
 
   Overseas                                      $ 358,827           $ 251,241                   $ 57,711       
 
   Equity Growth                                  680,671             461,039                     234,813       
 
   Global Resources                               136,434             73,164                      45,425        
 
   Growth Opportunities                           764,407             758,343                     513,950       
 
   Strategic Opportunities                        315,623             61,356**                  N/A             
 
                                                                      215,648***                  145,494       
 
   Equity Income                                  404,628             168,364                     113,026       
 
   Income & Growth                                758,290             750,743                     410,561       
 
   Emerging Markets Income                        45,004              36,412*                   N/A             
 
   High Yield                                     296,724             223,567                     121,204       
 
   Strategic Income                               45,067              7,500*                    N/A             
 
   Government Investment                          68,665              46,218                      46,457        
 
   Intermediate Bond                              151,940             118,125                     81,106        
 
   Short Fixed-Income                             231,369             264,455                     143,813       
 
   High Income Municipal                          229,551             220,222                     157,559       
 
   Intermediate Municipal Income                  48,976              48,062                      45,724        
 
   New York Municipal Income                      8,710*                           N/A          N/A             
 
   Short-Intermediate Municipal Income            46,467              31,953*                   N/A             
 
</TABLE>
 
   * Emerging Markets Income, Strategic Income, and Short-Intermediate
Municipal Income commenced operations on March 10, 1994, October 31, 1994,
and March 16, 1994, respectively. New York Municipal Income commenced
operations on August 21, 1995.
** From 10/1/94 - 12/31/94.
*** From 10/1/93 - 9/30/94.
FSC also receives fees for administering each taxable fund's securities
lending program. Securities lending fees are based on the number and
duration of individual securities loans. For the fiscal years ended 1995,
1994, and 1993, the taxable funds incurred no securities lending fees.    
For the municipal funds, the transfer agent fees and charges, and pricing
and bookkeeping fees described above are paid to FIIOC and FSC,
respectively, by UMB, which is entitled to reimbursement from the class or
the fund, as applicable, for these expenses.
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreements call
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which are continuously
offered. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FDC. The table below shows the sales
charge revenue paid to FDC, and retained by FDC, for the following fiscal
periods.
 
 
 
<TABLE>
<CAPTION>
<S>             <C>             <C>                       <C>                       <C>                   <C>                       
                                   SALES CHARGE REVENUE                              CDSC REVENUE                                 
 
                   FISCAL YEAR    AMOUNT PAID                AMOUNT RETAINED           AMOUNT PAID           AMOUNT RETAINED        
                   ENDED             TO FDC                  BY FDC                    TO FDC                BY FDC                
 
   OVERSEAS        Oct. 31, 1995  $ 4,446,941                 $ 692,471                 $ 333                 $ 333                 
 
                   1994                9,596,831               1,436,765               N/A                   N/A                    
 
                   1993                3,895,423               567,983                 N/A                   N/A                    
 
   EQUITY 
GROWTH             Nov. 30, 1995  13,514,763                   2,048,524               N/A                   N/A                    
 
                   1994                9,353,000               1,397,000               N/A                   N/A                    
 
                   1993                10,102,208              1,523,036               N/A                   N/A                    
 
   GLOBAL 
RESOURCES          Oct. 31, 1995  2,777,231                    431,130                   247                   247                  
 
                   1994               3,854,629                567,671                 N/A                   N/A                    
 
                   1993               890,154                  130,927                 N/A                   N/A                    
 
   GROWTH 
OPPORTUNITIES   Oct. 31, 1995         73,545,428               11,459,421              N/A                   N/A                    
 
                   1994               47,564,000               7,108,000               N/A                   N/A                    
 
                   1993               27,663,060               4,141,156               N/A                   N/A                    
 
   STRATEGIC 
OPPORTUNITIES   Dec. 31, 1995         1,885,188                146,708                   40,916                40,916               
 
                   Dec. 31, 1994      553,970*                 231,911                  12,307               12,307              
                   Sep. 30, 1994          2,986,131**          447,011                   409                   409                  
 
                   Sep. 30, 1993          1,299,291            196,365                 N/A                   N/A                    
 
   EQUITY 
INCOME             Nov. 30, 1995          10,583,118           1,676,479                 127,493               127,493              
 
                   1994                   2,450,544            352,678                   30,093                30,093               
 
                   1993                   792,962              117,757                 N/A                   N/A                    
 
   INCOME & 
GROWTH             Oct. 31, 1995          10,070,941           1,674,121               N/A                   N/A                    
 
                   1994                   37,018,000           6,291,000               N/A                   N/A                    
 
                   1993                   28,877,882           4,215,606               N/A                   N/A                    
 
   EMERGING 
MARKETS 
INCOME             Dec. 31, 1995          465,187              245,371                   12,203                12,203               
 
                   1994                   406,046              59,134                    2,877                 2,877                
 
                   1993                 N/A                  N/A                       N/A                   N/A                    
 
   HIGH 
YIELD              Oct. 31, 1995          8,787,240            1,328,830                 75,583                75,583               
 
                   1994                   8,980,127            1,342,482                 15,765                15,765               
 
                   1993                   10,465,950           1,524,348               N/A                   N/A                    
 
   STRATEGIC 
INCOME             Dec. 31, 1995          842,000              100,905                   23,689                23,689               
 
                   1994                   197,904              0                         9,542                 9,542                
 
                   1993                 N/A                  N/A                       N/A                   N/A                    
 
   GOVERNMENT 
INVESTMENT         Oct. 31, 1995          954,672              144,831                   10,268                10,268               
 
                   1994                   996,242              168,939                   978                   978                  
 
                   1993                   993,386              145,628                 N/A                   N/A                    
 
   INTERMEDIATE 
BOND               Nov. 30, 1995          1,297,536            198,826                   20,310                20,310               
 
                   1994                   1,598,883            237,647                   1,279                 1,279                
 
                   1993                   1,436,859            210,713                 N/A                   N/A                    
 
   SHORT 
FIXED-INCOME       Oct. 31, 1995          786,085              167,907                 N/A                   N/A                    
 
                   1994                   4,396,909            877,639                 N/A                   N/A                    
 
                   1993                   5,308,796            968,759                 N/A                   N/A                    
 
   HIGH INCOME 
MUNICIPAL          Oct. 31, 1995          2,247,388            353,128                   39,695                39,965               
 
                   1994                   6,327,614            1,038,989                 0                     0                    
 
                   1993                   9,918,856            1,417,733               N/A                   N/A                    
 
   INTERMEDIATE 
MUNICIPAL          Nov. 30, 1995          375,591              141,432                   1,449                 1,449                
   INCOME                                                                                                                        
 
                   1994                   635,031              96,813                    0                     0                    
 
                   1993                   669,395              97,441                  N/A                   N/A                    
 
   SHORT 
INTERMEDIATE       Nov. 30, 1995          316,185              239,796                 N/A                   N/A                    
   MUNICIPAL INCOME          
 
                   1994                   122,128              13,369                  N/A                   N/A                    
 
                   1993                 N/A                  N/A                       N/A                   N/A                    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>                     <C>                          <C>                    <C>                <C>  
                                            SALES CHARGE REVENUE                                CDSC REVENUE     
 
                    FISCAL YEAR             AMOUNT PAID                  AMOUNT RETAINED        AMOUNT PAID       AMOUNT RETAINED
    
   
                 
    
   ENDED                   TO FDC                       BY FDC                 TO FDC              BY FDC     
 
   NEW YORK         Oct. 31, 1995***        $ 0                          $ 0                    N/A                 N/A    
   MUNICIPAL INCOME       
 
</TABLE>
 
   * For the fiscal period October 1, 1994 through December 31, 1994
** For the fiscal period October 1, 1993 through September 30, 1994
*** For the fiscal period August 21, 1995 through October 31, 1995
DISTRIBUTION AND SERVICE PLANS    
The Trustees have approved Distribution and Service Plans on behalf of each
class of 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, allow Class A, Class B, and
Institutional Class shares of each fund and FMR to incur certain expenses
that might be considered to constitute direct or indirect payment by the
funds of distribution expenses.
   Pursuant to the Class A Plans, FDC is paid a distribution fee as a
percentage of Class A's average net assets at an annual rate of up to 0.75%
for each of Equity Growth, Mid Cap, Large Cap, and Equity Income; up to
0.65% for each of Overseas, Growth Opportunities, Global Resources,
Strategic Opportunities, and Income & Growth; up to 0.40% for each of
Emerging Markets Income, High     Yield, Strategic Income, Intermediate
Bond, Government Investment, High Income Municipal, Short-Intermediate
Municipal Income, Intermediate Municipal Income, New York Municipal Income,
and California Municipal Income; and up to 0.15% for Short Fixed-Income.
Pursuant to the Class B Plans, FDC is paid a distribution fee as a
percentage of Class B's average net assets at an annual rate of up to 0.75%
for each fund with Class B shares. For the purpose of calculating the
distribution 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 Growth, Equity Income, Emerging
Markets Income, Strategic Opportunities, and Overseas purchased more than
144 months prior to such day. Currently, the Trustees have approved a
distribution fee for Class A at an annual rate of 0.50% for the Equity
Funds; 0.25% for the Bond Funds and the Intermediate Bond Funds; and 0.15%
for the Short Bond Funds. Currently, the Trustees have approved a
distribution fee for Class B at an annual rate of 0.75% for Overseas, Mid
Cap, Large Cap, Global Resources, Strategic Opportunities and Equity Income
and 0.65% for the Bond Funds and the Intermediate Bond Funds. These fees
may be increased only when, in the opinion of the Trustees, it is in the
best interests of the shareholders of the applicable class to do so. Class
B of each fund also pays investment professionals a service fee at an
annual rate of 0.25% of its average daily net assets determined at the
close of business on each day throughout the month for personal service
and/or the maintenance of shareholder accounts.
The tables below show the distribution fees paid for Class A shares for the
fiscal years ended 1995, 1994, and 1993, and for Class B shares for the
fiscal periods ended 1995 and 1994. (Class B shares were not offered prior
to June 30, 1994.) 
   CLASS A DISTRIBUTION FEES    
 
 
 
<TABLE>
<CAPTION>
<S>      <C>           <C>         <C>         <C>           <C>        <C>          <C>          <C>          <C>                 
                 1993                                    1994                           1995        
 
   FUND   PAID TO      RETAINED    TOTAL FEES   PAID TO      RETAINED    TOTAL FEES   PAID TO      RETAINED    TOTAL FEES       
            INVESTMENT BY FDC                     INVESTMENT BY FDC                     INVESTMENT BY FDC                   
            PROFESSION                            PROFESSION                            PROFESSION    
            ALS                                   ALS                                   ALS        
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>           <C>        <C>        <C>        <C>          <C>        <C>          <C>            <C>             <C>           
   
 Overseas     $ 325,181  $ 97,554   $ 422,735  $ 2,139,864  $ 641,958  $ 2,781,822  $ 3,452,001     $ 1,049,755     $ 4,501,756    
 
 Equity 
Growth        258,713    883,141    1,141,854  3,312,525    999,987    4,312,512    6,750,062       2,123,261       8,873,323     
 
 Global       69,457     23,643     93,100     577,607      173,281    750,888      1,133,430       340,109         1,473,539     
 Resources                                                           
 
 Growth       5,996,770  1,799,030  7,795,800  16,056,714   4,817,016  20,873,730   33,781,082      10,228,188      44,009,270    
 Opportunities                                                        
 
 Strategic    1,092,965  330,491    1,423,456  470,225      141,067    611,292      2,377,409       804,604         3,182,013     
 Opportunities                                                        
 
 Equity 
Income        94,623     28,435     123,058    441,208      132,362    573,570      2,339,815       710,240         3,050,055     
 
 Income &     4,330,092  1,299,026  5,629,118  13,406,000   3,203,000  16,608,814   16,748,635      5,165,858       21,914,493    
 Growth                                                               
 
 Emerging     N/A        N/A        N/A        31,604       8,331      39,935       71,061          12,300          83,361        
 Markets                                                             
 Income                                                               
 
 High 
Yield         745,985    0          745,985    1,526,214    0          1,526,214    2,185,795       33,785          2,219,580     
 
 Strategic    N/A        N/A        N/A        1,626        488        2,144        62,957          6,002           68,959        
 Income                                                               
 
 Government   101,721    0          101,721    227,532      0          227,532      391,918         7,088           399,006       
 Investment                                                           
 
 Intermediate  56,220    0          56,220     264,949      0          264,949      463,806         0               463,806       
 Bond                                                                
 
 Short Fixed-  538,933   0          538,933    1,212,008    0          1,212,008    933,777         18,975          952,752       
 Income                                                               
 
 High Income   789,518   0          789,518    1,374,438    0          1,374,438    1,358,027       8,150           1,366,177     
 Municipal                                                            
 
 Intermediate  38,552    0          38,552     138,512      0          138,512      143,424         1,599           145,023       
 Municipal                                                           
 Income                                                               
 
 Short-        N/A       N/A        N/A        11,446       0          11,446       27,895          1,646           29,541        
 Intermediate
 Municipal 
 Income                                                              
 
 New York      N/A       N/A        N/A        N/A          N/A        N/A           368             0               368           
 Municipal
 Income                                                                  
 
</TABLE>
 
   CLASS B DISTRIBUTION FEES    
 
 
 
<TABLE>
<CAPTION>
<S>           <C>               <C>            <C>                 <C>                   <C>                   <C>                  
                                1994                                                        1995                                    
 
   FUND          SHAREHOLDER    RETAINED BY    TOTAL FEES          SHAREHOLDER          RETAINED BY           TOTAL FEES        
                 SERVICE FEES   FDC                                SERVICE FEES          FDC                                     
 
   Overseas    N/A                 N/A            N/A                  $ 1,155               $ 3,566               $ 4,721          
 
   Global 
Resources      N/A                 N/A            N/A                   1,047                 3,141                 4,188           
 
   Strategic 
Opportunities  $ 7,964              $ 23,892   $ 31,856             116,312               359,793               476,105         
 
   Equity 
Income         16,215                54,580    70,795              332,413               996,566               1,328,979       
 
   Emerging Markets 
               3,215                 9,771     12,986              17,429                52,283                69,712          
   Income                    
 
   High 
Yield          7,052                 21,157    28,209              179,328               537,580               716,908         
 
   Strategic 
Income         2,155                 6,465     8,620               46,578                139,735               186,313         
 
   Government 
Investment     817                   2,449     3,266               16,159                48,662                64,821          
 
   Intermediate 
Bond           1,689                 5,070     6,759               21,738                65,218                86,956          
 
   High Income 
Municipal      3,238                 9,713     12,951              54,382                163,013               217,395         
 
   Intermediate 
Municipal      965                   2,893     3,858               9,498                 28,714                38,212          
   Income                    
 
   New York 
Municipal      N/A                 N/A            N/A                   432                   1,298                 1,730           
   Income                   
 
</TABLE>
 
   Under each Plan, if the payment of management fees by the funds to FMR
is deemed to be indirect financing by the funds of the distribution of
their shares, such payment is authorized by the Plans. Each Class A and
Class B Plan specifically recognizes that FMR may use its management fee
revenue, as well as its past profits or its other resources to reimburse
FDC for expenses incurred in connection with the distribution of the
applicable class, including payments made 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
Institutional Plan specifically recognizes that FMR may use its resources,
including management fees, to pay expenses associated with the sale of
Institutional Class shares. This may include reimbursing FDC for payments
to third parties, such as banks or broker-dealers, that provide shareholder
support services or engage in the sale of Institutional Class shares. The
Trustees have authorized such payments for all classes of the funds.
   For the fiscal year ended 1995, payments made by FMR either directly or
indirectly through FDC to third parties amounted to $7,752 and $44, on
behalf of Class A and Class B respectively, of Emerging Markets Income, and
$89 on behalf of Class A of Strategic Income. No third party payments were
made by FMR in the fiscal year ended 1995 on behalf of the applicable
classes of the other funds.    
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of each Plan, 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 the Institutional Class Plans do 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 Class A and Class B Plans do not provide for specific payments by the
applicable class of any of the expenses of FDC, or obligate FDC or FMR to
perform any specific type or level of distribution activities or incur any
specific level of expense in connection with distribution activities. After
payments by FDC for advertising, marketing and distribution, and payments
to third parties, the amounts remaining, if any, may be used as FDC may
elect. 
   The Plans were approved by the shareholders of each class on the dates
shown in the table below:     
 
<TABLE>
<CAPTION>
<S>                                          <C>                                   <C>               <C>                    
                                                DATE OF SHAREHOLDER APPROVAL                                                
 
   Fund                                         CLASS A                               CLASS B           INSTITUTIONAL       
 
   Overseas                                     10/18/90                              06/30/95          06/30/95            
 
   Mid Cap                                      1/18/96                               1/18/96           1/18/96             
 
   Equity Growth                                09/25/86                              N/A               09/25/86            
 
   Global Resources                             12/01/94                              06/30/95          06/30/95            
 
   Growth Opportunities                         01/01/95                              N/A               06/30/95            
 
   Strategic Opportunities                      08/25/87                              06/26/94          06/30/95            
 
   Large Cap                                    1/18/96                               1/18/96           1/18/96             
 
   Equity Income                                07/23/86                              06/26/94          07/23/86            
 
   Income & Growth                              01/01/95                              N/A               06/30/95            
 
   Emerging Markets Income                      02/10/94                              05/26/95          06/30/95            
 
   High Yield                                   01/01/95                              01/01/95          06/30/95            
 
   Strategic Income                             10/14/94                              10/14/94          06/30/95            
 
   Government Investment                        01/01/95                              01/01/95          12/23/87            
 
   Intermediate Bond                            01/01/95                              01/01/95          12/23/87            
 
   Short Fixed-Income                           01/01/95                              N/A               06/30/95            
 
   High Income Municipal                        12/01/94                              12/01/94          06/30/95            
 
   Intermediate Municipal Income                07/01/95                              06/26/94          10/21/87            
 
   Short-Intermediate Municipal Income          07/01/95                              N/A               06/30/95            
 
   New York Municipal Income                    12/08/94                              12/08/94          06/30/95            
 
   California Municipal Income                  11/18/94                              11/18/94          06/30/95            
 
</TABLE>
 
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law. 
Each fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plans.
No preference for the instruments of such depository institutions will be
shown in the selection of investments.
DESCRIPTION OF THE TRUSTS
TRUST ORGANIZATION. Equity Growth, Mid Cap, and Large Cap are funds of
Fidelity Advisor Series I, an open-end management investment company
organized as a Massachusetts business trust by a Declaration of Trust dated
June 24, 1983, as amended and restated July 18, 1991, and as supplemented
April 15, 1993. On July 18, 1991, the name was changed from Equity 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
to Fidelity Advisor Series I. 
Short Fixed-Income Fund, Government Investment Fund, High Yield Fund,
Growth Opportunities Fund, and Income & Growth Fund are funds of Fidelity
Advisor Series II, an open-end management investment company organized as a
Massachusetts business trust by a Declaration of Trust dated April 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 fund of Fidelity Advisor Series III, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated May 17, 1982. On January 29, 1986, the name
was changed from Equity Portfolio: Income to Fidelity Franklin Street
Trust. On April 15, 1993 the trust's name was again changed to Fidelity
Advisor Series III. 
Intermediate Bond Fund is a fund of Fidelity Advisor Series IV, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated May 6, 1983. On January 29, 1992 the name
of the trust was changed from Income Portfolios to Fidelity Income Trust,
and on April 15, 1993, the Board of Trustees voted to change the trust's
name to Fidelity Advisor Series IV. An amended and restated Declaration of
Trust, dated March 16, 1995, was filed on April 12, 1995.
Global Resources Fund, High Income Municipal Fund, California Municipal
Income, and New York Municipal Income are funds 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. An amended and restated Declaration of Trust dated March 16, 1995 was
filed on April 12, 1995.
Short-Intermediate Municipal Income Fund and Intermediate Municipal Income
Fund are funds of Fidelity Advisor Series VI, an open-end management
investment company organized as a Massachusetts business trust by a
Declaration of Trust dated June 1, 1983, as amended and restated 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 fund 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 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 funds of Fidelity Advisor Series VIII, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated September 23, 1983, as amended and restated
October 1, 1986 and as supplemented November 29, 1990. On April 15, 1993
the name of the trust was changed from Fidelity Special Situations Fund to
Fidelity Advisor Series VIII.
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. There is a remote possibility that one fund might become liable
for any misstatement in the prospectus or statement of additional
information about another fund.    
The assets of each trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general liabilities of their respective trusts. Expenses with respect to
each trust are to be allocated in proportion to the asset value of their
respective funds, except where allocations of direct expense can otherwise
be fairly made. The officers of each trust, subject to the general
supervision of the Board of Trustees, have the power to determine which
expenses are allocable to a given fund, or which are general or allocable
to all of the funds of a certain trust. In the event of the dissolution or
liquidation of a trust, shareholders of each fund of that trust are
entitled to receive as a class the underlying assets of such fund available
for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. Each trust is an entity of the type
commonly known as "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. Each Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or its Trustees shall include a provision limiting the obligations
created thereby to the trust and its assets. Each Declaration of Trust
provides for indemnification out of each fund's property of any shareholder
held personally liable for the obligations of the fund. Each Declaration of
Trust also provides that its funds shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
Each Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of their office. Claims asserted against
one class of shares may subject the holders of another class of shares to
certain liabilities.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. The shares have no preemptive rights, and Class A and
Institutional Class shares have no conversion rights; the voting and
dividend rights, the conversion rights of Class B shares, the right of
redemption, and the privilege of exchange are described in the Prospectus.
Shareholders of Global Resources, Growth Opportunities, Equity Income,
Income & Growth, High Yield, High Income Municipal, Government Investment,
Intermediate Bond, Intermediate Municipal Income, California Municipal
Income, New York Municipal Income, Short Fixed-Income, and
Short-Intermediate Municipal Income 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, 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, in the case of meeting of an
entire trust, the purpose of voting on removal of one or more Trustees.
Each trust or fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the outstanding shares of the funds of Advisor Series I, VI,
VII, and VIII, or, as determined by the current value of each shareholder's
investment in the funds of Advisor Series II, III, IV, and V. If not so
terminated, each trust and funds will continue indefinitely. Global
Resources, Growth Opportunities, Income & Growth, Emerging Markets Income,
Strategic Opportunities, High Yield, Strategic Income, Government
Investment, Intermediate Bond, Short Fixed-Income, High Income Municipal,
California Municipal Income, New York Municipal Income, Mid Cap, Large Cap,
and Intermediate Municipal Income may invest all of their assets in another
investment company.
   CUSTODIANS. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of Mid Cap, Global Resources,
Growth Opportunities, Strategic Opportunities, and Large Cap. The Chase
Manhattan Bank, N.A., 1211 Avenue     of the Americas, New York, New York,
is custodian of the assets of Overseas, Equity 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, Intermediate Bond, and
Short Fixed-Income. UMB Bank, n.a., 1010 Grand Avenue, Kansas City,
Missouri, is custodian of the assets of High Income Municipal, Intermediate
Municipal Income, California Municipal Income, New York Municipal Income,
and Short-Intermediate Municipal Income. 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. The Bank of New York and Chemical Bank, each
headquartered in New York, also may serve as a special purpose custodian of
certain assets in connection with pooled repurchase agreement
transactions.    
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR. The Boston branch of the custodian bank of Global Resources, Growth
Opportunities, and Strategic Opportunities leases its office space from an
affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date include mortgages and personal and general business loans. In the
judgment of FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund relationships.
   AUDITOR. Coopers & Lybrand, L.L.P., serves as the independent accountant
for Mid Cap, Equity Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Large Cap, Equity Income, Income & Growth,
Emerging Markets Income, High Yield, New York Municipal Income, California
Municipal Income, Strategic Income, Government Investment, Intermediate
Bond, Short Fixed-Income, High Income Municipal, Intermediate Municipal
Income, and Short-Intermediate Municipal Income. Price Waterhouse LLP,
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 fund's financial statements and financial highlights for the fiscal
period ended October 31, November 30, or December 31, 1995, as appropriate,
are included in the Annual Reports, which are separate reports 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 time remaining to its maturity, adding these
calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
For example, if it is probable that the issuer of an instrument will take
advantage of a maturity-shortening device, such as a call, refunding, or
redemption provision, the date on which the instrument will probably be
called, refunded, or redeemed may be considered to be its maturity date.
When a municipal bond issuer has committed to call an issue of bonds and
has established an independent escrow account that is sufficient to, and is
pledged to, refund that issue, the number of days to maturity for the
prerefunded bond is    considered to be the number of days to the announced
call date of the bonds. Also, the maturities of mortgage-backed securities,
including collateralized mortgage obligations, and some asset-backed
securities, are determined on a weighted average life basis,     which is
the average time for principal to be repaid. For a mortgage security, this
average time is calculated by estimating the timing of principal payments,
including unscheduled prepayments, during the life of the mortgage. The
weighted average life of these securities is likely to be substantially
shorter than their stated final maturity.

 
                     Fidelity Advisor Funds: Institutional Class
                                Cross Reference Sheet
       Form N-1A                                  Statement of Additional
       Item Number                                   Information Section
       -----------                               -----------------------
       10, 11  . . . . .  . . . . . . . .   Cover Page; Table of Contents
       12  . . . . .  . . . . . . . . . .   Description of the Trusts
       13    a - c    . . . . . . . . . .   Investment Policies and Li
                                            mitations
             d   . . .. . . . . . . . . .   Portfolio Transactions
       14    a - c    . . . . . . . . . .   Trustees and Officers
       15    a   . .  . . . . . . . . . .   *
             b - c    . . . . . . . . . .   Trustees and Officers
       16    a    i  . .  . . . . . . . .   FMR
                  ii   .  . . . . . . . .   Trustees and Officers
                  iii  .  . . . . . . . .   Management Contracts; Con
                                            tracts with FMR Affiliates
             b - d   . .  . . . . . . . .   Management Contracts; Con
                                            tracts with FMR Affiliates
             e   . . . .  . . . . . . . .   Management Contracts
             f   . . . .  . . . . . . . .   Distribution and Service Plans
             g   . . . .  . . . . . . . .   *
             h   . . . .  . . . . . . . .   Description of the Trusts
             i   . . . .  . . . . . . . .   Contracts with FMR Affiliates
       17    a   . . . .  . . . . . . . .   Portfolio Transactions
             b   . . . .  . . . . . . . .   Portfolio Transactions
             c   . . . .  . . . . . . . .   Portfolio Transactions
             d            . . . . . . . .   Portfolio Transactions
 
       Form N-1A                                   Statement of Additional
       Item Number                                   Information Section
       -----------                                 ---------------------
             e      . . . . . . . . . . .   *
       18    a   . .. . . . . . . . . . .   Description of the Trusts
             b   . .. . . . . . . . . . .   *
       19    a   . .. . . . . . . . . . .   Additional Purchase, Exchange 
                                            and Redemption Information
             b   . .. . . . . . . . . . .   Valuation; Additional Pur
                                            chase, Exchange and Redemption
                                            Information
             c   . .. . . . . . . . . . .   *
       20                                   Distributions and Taxes
       21    a, b  .. . . . . . . . . . .   Distribution and Service
                                            Plans; Contracts with FMR
                                            Affiliates
             c   . .. . . . . . . . . . .   *
       22  . . . . .. . . . . . . . . . .   Performance; Appendix
       23  . . . . .. . . . . . . . . . .   Financial Statements
     *      Not Applicable
 
 
FIDELITY ADVISOR FUNDS
INSTITUTIONAL CLASS
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 26, 1996
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectus (dated
February 26, 1996) for Institutional Class shares. Please retain this
   document for future reference. The funds' financial statements and
financial highlights, included in their     respective Annual Reports, for
the most recent fiscal period are incorporated herein by reference. To
obtain an additional copy of this SAI, the Prospectus or any Annual Report,
please call Fidelity Distributors    Corporation, 82 Devonshire Street,
Boston, Massachusetts 02109 or your investment professional.    
 
<TABLE>
<CAPTION>
<S>                                                                             <C>    
TABLE OF CONTENTS                                                               PAGE   
 
Investment Policies and Limitations                                                    
 
Special Considerations Affecting Canada                                                
 
Special Considerations Affecting Latin America                                         
 
Special Considerations Affecting Japan, the Pacific Basin, and Southeast Asia          
 
Special Considerations Affecting Europe                                                
 
Special Considerations Affecting Africa                                                
 
Special Considerations Affecting New York                                              
 
Special Considerations Affecting California                                            
 
Special Considerations Affecting Puerto Rico                                           
 
Portfolio Transactions                                                                 
 
Valuation                                                                              
 
Performance                                                                            
 
Additional Purchase, Exchange, and Redemption Information                              
 
Distributions and Taxes                                                                
 
FMR                                                                                    
 
Trustees and Officers                                                                  
 
Management Contracts                                                                   
 
Contracts with FMR Affiliates                                                          
 
Distribution and Service Plans                                                         
 
Description of the Trusts                                                              
 
Financial Statements                                                                   
 
Appendix                                                                               
 
</TABLE>
 
 
   ACOM-ptb-296    
GROWTH FUNDS
Fidelity Advisor Overseas Fund
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Equity Growth Fund
Fidelity Advisor Global Resources Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Large Cap Fund
 
GROWTH AND INCOME FUNDS
Fidelity Advisor Equity Income Fund
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 Intermediate Bond Fund
Fidelity Advisor Short Fixed-Income Fund
 
MUNICIPAL FUNDS
Fidelity Advisor High Income Municipal Fund
Fidelity Advisor Intermediate Municipal Income Fund
Fidelity Advisor Short-Intermediate
 Municipal Income Fund
Fidelity Advisor New York Municipal Income Fund
Fidelity Advisor California Municipal Income Fund
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
 
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc.
 (FMR U.K.)
Fidelity Management & Research (Far East) Inc.
 (FMR Far East)
Fidelity International Investment Advisors (FIIA)
Fidelity International Investment Advisors (U.K.)
 Limited (FIIAL U.K.)
Fidelity Investments Japan Limited (FIJ)
 
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
 
TRANSFER AGENT
Fidelity Investments Institutional Operations Company (FIIOC) (Taxable
Funds)
UMB Bank, n.a. (UMB) (Municipal Funds)
 
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets or other circumstances will not be considered when determining
whether the investment complies with a fund's investment policies and
limitations.
A fund's fundamental investment policies and limitations cannot be changed
without approval of a "majority of the outstanding voting securities"
   (as defined in the Investment Company Act of 1940     (1940   
Act    )   )     of the fund. However, except for the fundamental
investment limitations listed below and the policies restated in the
"Fundamental Policies" paragraph on page , the investment policies and
limitations described in this SAI are not fundamental and may be changed
without shareholder approval.
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 invest in interests in real
estate investment trusts that are not readily marketable or 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 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 (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).
(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.
(xi) 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.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page .
MID CAP FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2)  issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 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.)
(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 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.
Warrants acquired by the fund in units or attached to securities are not
subject to this restriction.    
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(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
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund. 
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page .
EQUITY GROWTH 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 (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 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
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 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 limitation does not apply to purchases of debt securities or
to repurchase agreements.)
(vi) 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.
(vii) 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.
(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 "Futures and Options" 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 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 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) 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 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.
(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 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.
(vii) 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.)
(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 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.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xii) 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.
(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 purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures contracts and options, see the
section entitled "Futures and Options" 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) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933, in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 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 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.)
(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 cost or 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.
(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 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.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 (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 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 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.
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" on page .
LARGE CAP FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 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.)
(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 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.
Warrants acquired by the fund in units or attached to securities are not
subject to this restriction.    
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(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
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund. 
For purposes of limitations (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 total assets would be lent to other parties, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 invest in interests in real
estate investment trusts that are not readily marketable or 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 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 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (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 purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933, in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry; 
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the Fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 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.)
(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 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.
(x) The fund does not currently intend to invest in oil, gas, 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 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.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page .
EMERGING MARKETS INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of total assets would be lent to other parties, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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 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.
(xii) With respect to 75% 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 hold more than 10% of
the outstanding voting securities of that issuer.
(xiii) 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.
(xiv) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 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 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 prices
at which they are valued.
(v) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable or 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 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 (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to 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 received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(xi) 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.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (vii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933, in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL:
(i) 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 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 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) With respect to 75% 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 hold more than 10% of
the outstanding voting securities of that issuer.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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) issue senior securities, except as permitted under the Investment
Company Act of 1940.
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of issuers having their
principal business activities in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other investments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). 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 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 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (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 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 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.
(xii) 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.
(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 purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page .
INTERMEDIATE BOND FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment), in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of the fund's total assets would be lent to other parties (but this
limitation does not apply to purchases of debt securities or to repurchase
agreements).
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL. 
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or 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 (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 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.)
(vi) 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.
(vii) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(viii) 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.
(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 not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 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 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 lend assets other than securities
to other parties, except by (i) lending money (up to 7.5% of the fund's net
assets) to a registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (ii) acquiring loans, loan
participations, or other forms of direct debt instruments and, in
connection therewith, assuming any associated unfunded commitments of the
sellers. (This limitation does not apply to purchases of debt securities or
to repurchase agreements.)
(vi) The fund does not currently intend to (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 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 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 all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (vii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" 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 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.
(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 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 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 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 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 all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of investment limitations (1) and (5), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.    
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" on page .
INTERMEDIATE MUNICIPAL INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of its total assets would be invested in the securities of
that issuer, or (b) the fund would hold more than 10% of the outstanding
voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933, in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). 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 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.
(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. Any
securities issued by other investment companies would also have to meet the
fund's credit and maturity standards. In some cases, other investment
companies may incur expenses that are comparable to expenses paid by the
fund, which would be taken into account in considering investments in such
securities.
(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 invest in oil, gas, 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 trust and those officers and
Trustees 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 all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of investment limitations (1) and (5), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.    
For the fund's limitations on futures contracts and options, see the
section entitled "Futures and Options" beginning on page .
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate, unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business;
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties (but this
limitation does not apply to purchases of debt securities or to repurchase
agreements).
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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.
(xiii) With respect to 75% 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 hold more than 10% of
the outstanding voting securities of that issuer.
(xiv) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of investment limitations (4) and (i), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page     .
NEW YORK MUNICIPAL INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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 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 invest all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of investment limitations (4) and (i), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page .    
CALIFORNIA MUNICIPAL INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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 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 invest all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of investment limitations (4) and (i), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.
For the fund's limitations on futures and options transaction, see the
section entitled "Futures and Options" 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 of Trustees has established and periodically reviews
procedures applicable to transactions involving affiliated financial
institutions.
ASSET-BACKED SECURITIES represent interests in pools of consumer loans
(generally unrelated to mortgage loans) and most often are structured as
pass-through securities. Interest and principal payments ultimately depend
upon payment of the underlying loans by individuals, although the
securities may be supported by letters of credit or other credit
enhancements. The value of asset-backed securities may also depend on the
creditworthiness of the servicing agent for the loan pool, the originator
of the loans, or the financial institution providing the credit
enhancement.
CLOSED-END INVESTMENT COMPANIES. A fund may purchase the shares of
closed-end investment companies to facilitate investment in certain
countries. Shares of closed-end investment companies may trade at a premium
or a discount to their net asset value.
DELAYED-DELIVERY TRANSACTIONS. A fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered. A fund
may receive fees for entering into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, a fund assumes the
rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If a fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, a fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, the fund does not participate in further gains or losses with
respect to the security. If the other party to a delayed-delivery
transaction fails to deliver or pay for the securities, a fund could miss a
favorable price or yield opportunity, or could suffer a loss.
A fund may renegotiate delayed-delivery transactions after they are entered
into, and may sell underlying securities before they are delivered, which
may result in capital gains or losses.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies, and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. 
Foreign investments involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the
interests of U.S. investors. Such actions may include the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
is no assurance that FMR will be able to anticipate these potential events
or counter their effects. These risks are magnified for investments in
developing countries, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade
a small number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. Foreign
markets may offer less protection to investors than U.S. markets. It is
anticipated that in most cases the best available market for foreign
securities will be on an exchange or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may result in increased risk in the
event of a failed trade or the insolvency of a foreign broker-dealer, and
may involve substantial delays. In addition, the costs of foreign
investing, including withholding taxes, brokerage commissions and custodial
costs, are generally higher than for U.S. investors. In general, there is
less overall governmental supervision and regulation of securities
exchanges, brokers, and listed companies than in the United States. It may
also be difficult to enforce legal rights in foreign countries. Foreign
issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to
those applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depository Receipts (ADRs), as well as other "hybrid" forms of
ADRs, including European Depository Receipts (EDRs) and Global Depository
Receipts (GDRs), are certificates evidencing ownership of shares of a
foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are alternatives to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions, the municipal funds
do not intend to invest in securities whose interest is federally taxable.
However, from time to time on a temporary basis, each municipal fund may
invest a portion of its assets in fixed-income obligations whose interest
is subject to federal income tax.
Should a municipal fund invest in federally taxable obligations, it would
purchase securities that, in FMR's judgment, are of high quality. These
would include those    obligations     issued or guaranteed by the U.S.
   G    overnment or its agencies or instrumentalities; obligations of
domestic banks; and repurchase agreements. The funds' standards for
high-quality, taxable obligations are essentially the same as those
described by Moody's Investor Services (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. Proposals also may be introduced before state legislatures that
would affect the state tax treatment of the municipal funds' distributions.
If such proposals were enacted, the availability of municipal obligations
and the value of the municipal funds' holdings would be affected and the
Trustees would reevaluate the municipal funds' investment objectives and
policies.
FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash) 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 the 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 funds 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
funds or that it will hedge at an appropriate time.
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.
FUNDS' RIGHTS AS SHAREHOLDERS. The funds do not intend to direct or
administer the day-to-day operations of any company. A fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that a fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing
third-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    a     fund and the risk of actual liability if a fund
is involved in litigation. No guarantee can be made, however, that
litigation against    a     fund will not be undertaken or liabilities
incurred.
       FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options; Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing Put and Call Options, and Writing Put
and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. Each 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.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. A fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of a fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when a fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500   (copyrite    )    or the Bond Buyer Municipal Bond Index.
Futures can be held until their delivery dates, or can be closed out before
then if a liquid secondary market is available.    
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. Each fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition, each fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on each fund's investments in futures contracts and
options, and each fund's policies regarding futures contracts and options
discussed elsewhere in this SAI, may be changed as regulatory agencies
permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. A fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. A fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of the fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (OTC) (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows a
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. A fund may
terminate its position in a put option it has purchased by allowing it to
expire or by exercising the option. If the option is allowed to expire, the
fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, a fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option a fund has written, however, the fund
must continue to be prepared to pay the strike price while the option is
outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors   ,    
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features) and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). 
Investments currently considered by a fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, non-government-stripped fixed-rate
mortgage-backed securities, and over-the-counter options. Also, FMR may
determine some restricted securities, municipal lease obligations,
government-stripped fixed-rate mortgage-backed securities, loans and other
direct debt instruments, emerging market securities, and swap agreements to
be illiquid. However, with respect to over-the-counter options a fund
writes, all or a portion of the value of the underlying instrument may be
illiquid depending on the assets held to cover the option and the nature
and terms of any agreement the fund may have to close out the option before
expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If, through a change in values, net assets or other
circumstances, a fund were in a position where more than 10% or 15% of its
net assets (see each fund's non-fundamental investment limitations) was
invested in illiquid securities, it would seek to take appropriate steps to
protect liquidity.
INDEXED SECURITIES. A fund may purchase securities whose prices are indexed
to the prices of other securities, securities indices, currencies, precious
metals or other commodities, or other financial indicators. Indexed
securities typically, but not always, are debt securities or deposits whose
value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. Gold indexed securities, for example, typically
provide for a maturity value that depends on the price of gold, resulting
in a security whose price tends to rise and fall together with gold prices.
Currency-indexed securities typically are short-term to intermediate-term
debt securities whose maturity values or interest rates are determined by
reference to the values of one or more specified foreign currencies, and
may offer higher yields than U.S. dollar-denominated securities of
equivalent issuers. Currency-indexed securities may be positively or
negatively indexed; that is, their maturity value may increase when the
specified currency value increases, resulting in a security that performs
similarly to a foreign-denominated instrument, or their maturity value may
decline when foreign currencies increase, resulting in a security whose
price characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values
of a number of different foreign currencies relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. Government agencies. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING PROGRAM. Pursuant to an exemptive order issued by the
SEC, each fund has received permission to lend money to, and borrow money
from, other funds advised by FMR or its affiliates. High Income Municipal,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
California Municipal Income, and New York Municipal Income each will
participate in the interfund borrowing program only as a borrower.
Interfund loans and borrowings normally extend overnight, but can have a
maximum duration of seven days. Loans may be called on one day's notice.
Each fund (except High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income) will lend through the program only when the returns
are higher than those available from other short-term instruments (such as
repurchase agreements). A fund will borrow through the program only when
the costs are equal to or lower than the cost of bank loans. A fund may
have to borrow from a bank at a higher interest rate if an interfund loan
is called or not renewed. Any delay in repayment to a lending fund could
result in a lost investment opportunity or additional borrowing costs.
INVERSE FLOATERS have variable interest rates that typically move in the
opposite direction from prevailing short-term interest rate levels - rising
when prevailing short-term interest rates fall and vice versa. This
interest rate feature can make the prices of inverse floaters considerably
more volatile than those of bonds with comparable maturities.
   ISSUER LOCATION. FMR determines where an issuer is located by looking at
such factors as its country of organization, the primary trading market for
its securities, and the location of its assets, personnel, sales, and
earnings. The issuer of a security is located in a particular country if:
1) the security is issued or guaranteed by the government of the country;
or 2) the issuer is organized under the laws of the country, derives at
least 50% of its revenues or profits from goods sold, investments made or
services performed in the country, or has at least 50% of its assets
located in the country.    
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to each fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If a fund does not receive scheduled interest or
principal payments on such indebtedness, the fund's share price and yield
could be adversely affected. Loans that are fully secured offer a fund more
protections than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation
of collateral from a secured loan would satisfy the borrower's obligation,
or that the collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks and may be
highly speculative. Borrowers that are in bankruptcy or restructuring may
never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of developing countries also involves a
risk that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal when
due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a fund.
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the fund could be held
liable as a co-lender. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt
instruments that are not in the form of securities may offer less legal
protection to a fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, each fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, a fund has direct recourse against the borrower, it may
have to rely on the agent to apply appropriate credit remedies against a
borrower. If assets held by the agent for the benefit of a fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by a fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
A fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
Each fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see each fund's investment
limitations). For purposes of these limitations, a fund generally will
treat the borrower as the "issuer" of indebtedness held by the fund. In the
case of loan participations where a bank or other lending institution
serves as financial intermediary between a fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict a fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
LOWER-QUALITY DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession.
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and a fund's ability to dispose of these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by a fund. In considering investments
for a fund, FMR will attempt to identify those issuers of high-yielding
securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. FMR's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage, earnings prospects, and the experience
and managerial strength of the issuer.
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. 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 securi   ty holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.    
MORTGAGE-BACKED SECURITIES. A fund may purchase mortgage-backed securities
issued by government and non-government entities such as banks, mortgage
lenders, or other financial institutions. A mortgage-backed security is an
obligation of the issuer backed by a mortgage or pool of mortgages or a
direct interest in an underlying pool of mortgages. Some mortgage-backed
securities, such as collateralized mortgage obligations (CMOs), make
payments of both principal and interest at a variety of intervals; others
make semiannual interest payments at a predetermined rate and repay
principal at maturity (like a typical bond). Mortgage-backed securities are
based on different types of mortgages including those on commercial real
estate or residential properties. Other types of mortgage-backed securities
will likely be developed in the future, and a fund may invest in them if
FMR determines they are consistent with the fund's investment objective and
policies.
The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment
risk. Prepayment, which occurs when unscheduled or early payments are made
on the underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.
MUNICIPAL LEASES and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract, and are
issued by state and local governments and authorities to acquire land or a
wide variety of equipment and facilities. Generally, a fund will not hold
such obligations directly as a lessor of the property, but will purchase a
participation interest in a municipal obligation from a bank or other third
party. A participation interest gives a fund a specified, undivided
interest in the obligation in proportion to its purchased interest in the
total amount of the obligation.
Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set
forth requirements that states or municipalities must meet to incur debt.
These may include voter referenda, interest rate limits, or public sale
requirements. Leases, installment purchases, or conditional sale contracts
(which normally provide for title to the leased asset to pass to the
governmental issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.
MUNICIPAL MARKET DISRUPTION RISK. The value of municipal securities may be
affected by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders in the event of a bankruptcy. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of the
market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all
of the municipal securities held by a fund.
MUNICIPAL SECTORS:
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans.
Bonds issued to supply educational institutions with funds are subject to
the risk of unanticipated revenue decline, primarily the result of
decreasing student enrollment or decreasing state and Federal funding.
Among the factors that may lead to declining or insufficient revenues are
restrictions on students' ability to pay tuition, availability of state and
federal funding, and general economic conditions. Student loan revenue
bonds are generally offered by state (or substate) authorities or
commissions and are backed by pools of student loans. Underlying student
loans may be guaranteed by state guarantee agencies and may be subject to
reimbursement by the United States Department of Education through its
guaranteed student loan program. Others may be private, uninsured loans
made to parents or students which are supported by reserves or other forms
of credit enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on
program latitude and demand for loans. Cash flows supporting student loan
revenue bonds are impacted by numerous factors, including the rate of
student loan defaults, seasoning of the loan portfolio, and student
repayment deferral during periods of forbearance. Other risks associated
with student loan revenue bonds include potential changes in federal
legislation regarding student loan revenue bonds, state guarantee agency
reimbursement and continued federal interest and other program subsidies
currently in effect.
ELECTRIC UTILITIES 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 generally
secured by the revenues derived from mortgages purchased with the proceeds
of the bond issue. It is extremely difficult to predict the supply of
available mortgages to be purchased with the proceeds of an issue or the
future cash flow from the underlying mortgages. Consequently, there are
risks that proceeds will exceed supply, resulting in early retirement of
bonds, or that homeowner repayments will create an irregular cash flow.
Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways or other transit facilities.
Airport bonds are dependent on the general stability of the airline
industry and on the stability of a specific carrier that uses the airport
as a hub. Air traffic generally tracks broader economic trends and is also
affected by the price and availability of fuel. Toll road bonds are also
affected by the cost and availability of fuel as well as toll levels, the
presence of competing roads, and the general economic health of the area.
Fuel costs and availability also affect other transportation-related
securities, as does the presence of alternate forms of transportation, such
as public transportation.
WATER AND SEWER. Water and sewer revenue bonds are often considered to have
relatively secure credit as a result of their issuer's importance, monopoly
status, and generally unimpeded ability to raise rates. Despite this, lack
of water supply due to insufficient rain, run-off, or snow pack is a
concern that has led to past defaults. Further, public resistance to rate
increases, costly environmental litigation, and Federal environmental
mandates are challenges faced by issuers of water and sewer bonds.
PHYSICAL COMMODITIES. As a practical matter, investments in 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.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
REFUNDING CONTRACTS. A fund may purchase securities on a when-issued basis
in connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and a fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that
may be several months or several years in the future. A fund generally will
not be obligated to pay the full purchase price if it fails to perform
under a refunding contract. Instead, refunding contracts generally provide
for payment of liquidated damages to the issuer (currently 15-20% of the
purchase price). A fund may secure its obligations under a refunding
contract by depositing collateral or a letter of credit equal to the
liquidated damages provisions of the refunding contract. When required by
SEC guidelines, a fund will place liquid assets in a segregated custodial
account equal in amount to its obligations under refunding contracts.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect a fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's (except Equity Growth's) current policy to
engage in repurchase agreement transactions with parties whose
creditworthiness has been reviewed and found satisfactory by FMR. Equity
Growth will engage in repurchase agreement transactions only with banks of
the Federal Reserve System and primary dealers in U.S. Government
securities.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. A fund will
enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of a fund's assets and may be
viewed as a form of leverage.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SHORT SALES. A fund may enter into short sales with respect to stocks
underlying its convertible security holdings. For example, if FMR
anticipates a decline in the price of the stock underlying a convertible
security a fund holds, it may sell the stock short. If the stock price
subsequently declines, the proceeds of the short sale could be expected to
offset all or a portion of the effect of the stock's decline on the value
of the convertible security. A fund currently intends to hedge no more than
15% of its total assets with short sales on equity securities underlying
its convertible security holdings under normal circumstances.
When a fund enters into a short sale, it will be required to set aside
securities equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and will be
required to hold them aside while the short sale is outstanding. A fund
will incur transaction costs, including interest expense, in connection
with opening, maintaining, and closing short sales.
SOVEREIGN DEBT OBLIGATIONS. A fund may purchase sovereign debt instruments
issued or guaranteed by foreign governments or their agencies, including
debt of Latin American nations or other developing countries. Sovereign
debt may be in the form of conventional securities or other types of debt
instruments such as loans or loan participations. Sovereign debt of
developing countries may involve a high degree of risk, and may be in
default or present the risk of default. Governmental entities responsible
for repayment of the debt may be unable or unwilling to repay principal and
interest when due, and may require renegotiation or rescheduling of debt
payments. In addition, prospects for repayment of principal and interest
may depend on political as well as economic factors.
STANDBY COMMITMENTS are puts that entitle holders to same-day settlement at
an exercise price equal to the amortized cost of the underlying security
plus accrued interest, if any, at the time of exercise. A fund may acquire
standby commitments to enhance the liquidity of portfolio securities.
Ordinarily a fund will not transfer a standby commitment to a third party,
although it could sell the underlying municipal security to a third party
at any time. A fund may purchase standby commitments separate from or in
conjunction with the purchase of securities subject to such commitments. In
the latter case, a fund would pay a higher price for the securities
acquired, thus reducing their yield to maturity.
Issuers or financial intermediaries may obtain letters of credit or other
guarantees to support their ability to buy securities on demand. FMR may
rely upon its evaluation of a bank's credit in determining whether to
purchase an instrument supported by a letter of credit. In evaluating a
foreign bank's credit, FMR will consider whether adequate public
information about the bank is available and whether the bank may be subject
to unfavorable political or economic developments, currency controls, or
other governmental restrictions that might affect the bank's ability to
honor its credit commitment.
Standby commitments are subject to certain risks, including the ability of
issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by a fund; and the possibility that the maturities of the
underlying securities may be different from those of the commitments.
STRIPPED GOVERNMENT SECURITIES. Stripped securities are created by
separating the income and principal components of a debt instrument and
selling them separately. U.S. Treasury STRIPS (Separate Trading of
Registered Interest and Principal of Securities) are created when the
coupon payments and the principal payment are stripped from an outstanding
Treasury bond by the Federal Reserve Bank. Bonds issued by government
agencies also may be stripped in this fashion.
Privately stripped government securities are created when a dealer deposits
a Treasury security or federal agency security with a custodian for
safekeeping and then sells the coupon payments and principal payment that
will be generated by this security. Proprietary receipts, such as
Certificates of Accrual on Treasury Securities (CATS), Treasury Investment
Growth Receipts (TIGRS), and generic Treasury Receipts (TRs), are stripped
U.S. Treasury securities that are separated into their component parts
through trusts created by their broker sponsors. Bonds issued by government
agencies also may be stripped in this fashion.
Because of the SEC's views on privately stripped government securities, a
fund must evaluate them as it would non-government securities pursuant to
regulatory guidelines applicable to all money market funds. A fund
currently intends to purchase only those privately stripped government
securities that have either received the highest ranking from two
nationally recognized rating services (or one, if only one has rated the
security) or, if unrated, have been judged to be of equivalent quality by
FMR pursuant to procedures adopted by the Board of Trustees.
STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. Government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities. The holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage-backed security, while
the holder of the "interest-only" security (IO) receives interest payments
from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates. As interest rates fall, prepayment
rates tend to increase, which tends to reduce prices of IOs and increase
prices of POs. Rising interest rates can have the opposite effect.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of investments or market
factors. Depending on their structure, swap agreements may increase or
decrease a fund's exposure to long-or short-term interest rates (in the
United States or abroad), foreign currency values, mortgage securities,
corporate borrowing rates, or other factors such as security prices or
inflation rates. Swap agreements can take many different forms and are
known by a variety of names. A fund is not limited to any particular form
of swap agreement if FMR determines it is consistent with a fund's
investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
rights to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if a fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease a fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by a fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. A fund expects to be able to eliminate its
exposure under swap agreements either by assignment or other disposition,
or by entering into an offsetting swap agreement with the same party or a
similarly creditworthy party.
A fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
TENDER OPTION BONDS are created by coupling an intermediate-or long-term,
tax-exempt bond (generally held pursuant to a custodial arrangement) with a
tender agreement that gives the holder the option to tender the bond at its
face value. As consideration for providing the tender option, the sponsor
(usually a bank, broker-dealer, or other financial institution) receives
periodic fees equal to the difference between the bond's fixed coupon rate
and the rate (determined by a remarketing or similar agent) that would
cause the bond, coupled with the tender option, to trade at par on the date
of such determination. After payment of the tender option fee, a fund
effectively holds a demand obligation that bears interest at the prevailing
short-term tax-exempt rate. In selecting tender option bonds for a fund,
FMR will consider the creditworthiness of the issuer of the underlying
bond, the custodian, and the third party provider of the tender option. In
certain instances, a sponsor may terminate a tender option if, for example,
the issuer of the underlying bond defaults on interest payments.
VARIABLE OR FLOATING RATE OBLIGATIONS, including certain participation
interests in municipal instruments, have interest rate adjustment formulas
that help stabilize their market values. Many variable and floating rate
instruments also carry demand features that permit a fund to sell them at
par value plus accrued interest on short notice.
In many instances bonds and participation interests have tender options or
demand features that permit a fund to tender (or put) the bonds to an
institution at periodic intervals and to receive the principal amount
thereof. The funds consider variable rate instruments structured in this
way (Participating VRDOs) to be essentially equivalent to other VRDOs they
purchase. The IRS has not ruled whether the interest on Participating VRDOs
is tax-exempt, and, accordingly, the funds intend to purchase these
instruments based on opinions of bond counsel. The funds may also invest in
fixed-rate bonds that are subject to third party puts and in participation
interests in such bonds held by a bank in trust or otherwise.
WARRANTS are securities that give a fund the right to purchase equity
securities from the issuer at a specific price (the strike price) for a
limited period of time. The strike price of warrants typically is much
lower than the current market price of the underlying securities, yet they
are subject to similar price fluctuations. As a result, warrants may be
more volatile investments than the underlying securities and may offer
greater potential for capital appreciation as well as capital loss. 
Warrants do not entitle a holder to dividends or voting rights with respect
to the underlying securities and do not represent any rights in the assets
of the issuing company. Also, the value of the warrant does not necessarily
change with the value of the underlying securities, and a warrant ceases to
have value if it is not exercised prior to expiration date. These factors
can make warrants more speculative than other types of investments.
ZERO COUPON BONDS 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 dividends, a fund takes into account as income a portion of
the difference between a zero coupon bond's purchase price and its face
value.
   A broker-dealer creates a DERIVATIVE ZERO by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of derivative zeros.
The Federal Reserve Bank creates STRIPS (Separative Trading of Registered
Interest and Principal of Securities) by separating the interest and
principal components of an outstanding U.S. Treasury bond and selling them
as individual securities. Bonds issued by the Resolution Funding
Corporation (REFCORP) and the Financing Corporation (FICO) can also be
separated in this fashion. ORIGINAL ISSUE ZEROS are zero coupon securities
originally issued by the U.S. government, a government agency, or a
corporation in zero coupon form.    
The following paragraph restates fundamental policies previously disclosed
in the above descriptions of security types and investment practices.
FUNDAMENTAL POLICIES: It is the policy of Equity Growth to engage in
repurchase agreement transactions only with banks of the Federal Reserve
System and primary dealers in U.S. Government securities.
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. The companies in which a fund
may invest include those involved in the energy industry, industrial
materials (chemicals, base metals, timber and paper) and agricultural
materials (grain cereals). 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. 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. Economic
prospects are changing due to recent government attempts to reduce
restrictions against foreign investments. 
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. A fund may elect to participate in new
equity issues or initial public offerings of Canadian companies.
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.
The United States-Canada Free Trade Agreement, which became effective in
January 1989, will be phased in over a period of ten years. This agreement
will remove tariffs on U.S. technology and Canadian agricultural products
in addition to removing trade barriers affecting other important sectors of
each country's economy. Canada, the United States, and Mexico have
implemented the North American Free Trade Agreement (NAFTA), which was
entered into in 1994. This cooperation is expected to lead to increased
trade    and reduced trade barriers.    
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
number of markets. The region has been in transition over the last five
years from the stagnant 1980s, which were characterized by poor economic
policies, higher international interest rates, and limited access to new
foreign capital. 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. 
High inflation and low economic growth have given way to stable, manageable
inflation rates and higher economic growth, although political turmoil
(including assassinations) continues in some countries. 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 modernize the Latin American
economies and regenerate growth in the region. Various trade agreements
have also been formed within the region, including the Andean Pact,
Mercosur, and NAFTA. NAFTA, which was implemented on January 1, 1994, is
the largest of these agreements.
Latin American equity markets can be extremely volatile and in the past
have shown little correlation with the U.S. market. Currencies have
typically been weak, given high inflation rates, but have stabilized more
recently. Most currencies are not free floating, but wide fluctuations in
value over relatively short periods of time can still occur due to changes
in the market.
Mexico's economy has been transformed significantly over the last six to
seven years. In the past few years, the government has sold the telephone
company, the major steel companies, the banks, and many other industries.
The remaining major state ownership is in the oil and electricity sectors.
The United States is Mexico's major trading partner, accounting for
two-thirds of its exports and imports. The Mexican government, in
consultation with international economic agencies, is implementing programs
to stabilize the economy and foster growth. For example, Mexico, the United
States, and Canada implemented NAFTA. This cooperation is expected to lead
to increased trade and reduced trade barriers.
In the early 1980s, Mexico experienced a foreign debt crisis. By 1987,
foreign debt had reached prohibitive levels, accounting for 90% to 95% of
Gross Domestic Product (GDP), thus draining Mexico of its resources. 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. In addition, continued political unrest,
particularly in southern Mexico, and uncertainty as to the effectiveness of
reforms have recently had an adverse impact on economic development. 
Brazil entered the 1990s with declining real growth, runaway inflation, an
unserviceable foreign debt of $122 billion, and a lack of policy direction.
Over the last two years, Brazil has stabilized its domestic economy through
a relentless process of balancing the government budget, the privatization
of state enterprises, deregulation and reduction of red tape, and the
introduction of greater competition into the domestic business environment.
Inflation has been reduced from 50% per month to about 3% per month since
mid 1994. A major long-run strength is Brazil's natural resources. Iron
ore, bauxite, tin, gold, and forestry products make up some of Brazil's
natural resource base, which includes some of the largest mineral reserves
in the world. In terms of population, Brazil is the sixth largest country
in the world with about 155 million people, and represents a huge domestic
market.
Chile, like Brazil, is endowed with considerable mineral resources,
particularly copper, which accounts for 40% of total exports. Economic
reform has been ongoing in Chile for at least 15 years, but political
democracy has only recently returned. 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 in
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. Thanks to
structural reforms, the revitalized Argentine economy has been among the
top three fastest growing economies in the world over the last three years.
The newly created Argentine economic institutions have integrated the
country with the rest of the world, leaving the state to concentrate on its
essential functions. Privatization is ongoing and should reduce the amount
of external debt outstanding. The markets for labor, capital, and goods and
services have been deregulated. Nearly all non-tariff barriers and export
taxes have been eliminated, the tariff structure has been simplified, and
tariffs have been sharply reduced.
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. 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.
EMERGING MARKETS: LATIN AMERICA
MARKET CAPITALIZATION IN U.S. DOLLARS
JUNE 1995
            MILLIONS    
 
Argentina    $ 33,498   
 
Brazil        149,110   
 
Chile         83,453    
 
Colombia      18,176    
 
Mexico        93,638    
 
Peru          9,997     
 
Venezuela     4,936     
 
Source: IFC (International Finance Corporation, Second Quarter 1995)
REAL GDP ANNUAL RATE OF GROWTH (ANNUAL % CHANGE)
1994
Argentina   7.1%   
 
Brazil      5.7%   
 
Chile       4.2%   
 
Mexico      3.5%   
 
Venezuela   3.3%   
 
Source: World Economic Outlook, May 1995
(International Monetary Fund. Figures are quoted based on each country's
domestic currency.)
For national stock market index performance, please see the section of
"Performance" beginning on page .
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. 
The success of market reforms and a surge in infrastructure spending have
fueled rapid growth in many developing countries in Asia. Rapidly rising
household incomes have fostered large middle classes and new waves of
consumer spending. The increases in infrastructure and consumer spending
have made domestic demand the growth engine for these countries. Thus,
their growth now depends less upon exports to Organization for Economic
Cooperation and Development (OECD) countries. While exports may no longer
be the sole source of growth for developing economies, improved
competitiveness in export markets has contributed to growth in many of
these nations. The increased productivity in many Asian countries has
enabled them to achieve, or maintain, their status as top exporters while
improving their national living standards.
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.
The country enjoys an able bureaucracy that has maintained economic policy
during the country's many coups. In recent years, the risk of a coup has
diminished, but corruption remains widespread.
Hong Kong's impending return to Chinese dominion in 1997 has not initially
had a positive effect on its economic growth, which was vigorous in the
1980s. 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, where it is the largest foreign investor,
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. Real
GDP grew about 8.3% in 1994. Both South Korea and North Korea joined the
United Nations separately in late 1991, creating another forum for
negotiation and joint cooperation. The reunification of North and South
Korea could have a detrimental effect on the economy of South Korea.
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. Dependent on
oil prices during the 1980s, its manufactured products now predominate,
contributing 21% of GDP. Indonesia's development is progressing smoothly,
and it has become the world's twelfth largest economy.
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 and monetary policies. Malaysia's
high export dependence level leaves it vulnerable to recession in the OECD
countries or to a fall in world commodity prices.
India is one of the world's top fifteen industrial nations and has
considerable natural resources. The government exercises significant
influence over many aspects of the economy. Accordingly, future government
actions could have a significant effect on private sector companies, market
conditions, and prices and yields of securities of Indian issuers held by a
fund. Policymakers in India actively encourage foreign direct investment,
particularly in labor intensive industries. In addition, Indian stock
exchanges rely entirely on delivery of physical share certificates and have
experienced operational difficulties. These problems have included the
existence of fraudulent shares in the market, failed trades, and delays in
the settlement and registration of securities transactions. Indian stock
exchanges have in the past been forced to close for political reasons; for
example, a brokers' strike closed the exchange for ten days in December
1993, and there is no assurance that the exchanges will not be forced to
close again.
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 1994, the growth
rate in Japan slowed to 0.6% and its budget showed a deficit of 7.8% of
GDP. 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 1980s supported high rates of investment
and consumer spending on durable goods, but both of these components of
demand have now retreated sharply following the decline in asset prices.
Japan is suffering its worst recession in two decades. Profits have fallen
sharply, unemployment has reached an historical high of 3.2%, and consumer
confidence is low. The banking sector has experienced a sharp rise in
non-performing loans, and strains in the financial system may continue.
Nine discount rate cuts since their peak of 6% in 1991, a succession of
fiscal stimulus packages, support plans for the debt-burdened financial
system, and spending for reconstruction following the Kobe earthquake
should help to contain recessionary forces, but substantial uncertainties
remain. The general government position has deteriorated as a result of
weakening economic growth, as well as stimulative measures taken recently
to support economic activity and to restore financial stability.
In addition to a cyclical downturn, Japan is suffering through structural
adjustments. Like the Europeans, the Japanese have seen a deterioration in
their competitiveness due to high wages, a strong currency, and structural
rigidities. Japan has also become a mature industrial economy and, as a
result, will see its long-term growth rate slow down over the next ten
years. Finally, Japan is reforming its political process and deregulating
its economy. These activities have resulted in turmoil, uncertainty, and a
crisis of confidence.
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. Some trade agreements between the countries
have reduced the friction caused by the current trade imbalance. A record
high value for the Yen in the first half of 1995 threatened to derail
Japan's recovery from a long economic downturn, mainly because it made
Japanese products more expensive overseas and eroded the value of foreign
earnings when repatriated to Japan. However, the recent easing of the Yen's
value has created expectations that Japanese earnings will improve for the
fiscal year ending March 1996.
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 could have a significant negative impact on its economy. 
EMERGING MARKETS: ASIA
MARKET CAPITALIZATION IN U.S. DOLLARS
JUNE 1995
              MILLIONS    
 
India           147,210   
 
Indonesia       52,243    
 
Korea           178,670   
 
Malaysia        224,176   
 
Pakistan        9,469     
 
Philippines     55,038    
 
Sri Lanka       2,259     
 
Taiwan          186,822   
 
Thailand        150,584   
 
Source: IFC (International Finance Corporation, Second Quarter 1995)
REAL GDP ANNUAL RATE OF GROWTH (ANNUAL % CHANGE)
1994
China         12.0%   
 
Hong Kong     5.7%    
 
India         4.9%    
 
Indonesia     7.0%    
 
Japan         n/a     
 
Korea         8.3%    
 
Malaysia      8.5%    
 
Philippines   4.5%    
 
Singapore     7.0%    
 
Taiwan        6.2%    
 
Thailand      8.5%    
 
Source: World Economic Outlook, May 1995
(International Monetary Fund. Figures are quoted based on each country's
domestic currency.)
For national stock market index performance, please see the section of
"Performance" beginning on page .
SPECIAL CONSIDERATIONS AFFECTING EUROPE 
New developments surrounding the creation of a unified common market in
Europe have helped to reduce physical and economic barriers promoting the
free flow of goods and services throughout Western Europe. These new
developments could make this new unified market one of the largest in the
world. However, in 1993, Europe's economies began to slow and subsequently
slid into recession as tight monetary conditions and lack of progress
toward inflation convergence and budgetary consolidation in many countries
weakened consumer and business confidence. More generally, the turbulence
in the foreign exchange markets since the middle of 1992 and escalating
tensions over trade contributed to increased uncertainty in many countries.
The U.S. dollar continued on its downward track with respect to both the
German Mark and many other of Europe's currencies such as the Italian Lira,
the Spanish Peseta, and the Swedish Krona, the value of which have been
affected by political uncertainties and fiscal problems.
   Europe's economies began to improve in 1995 as continued growth in the
United States and the countries of Southeast Asia provided the foundation
for an export-led recovery. Thus recovery was aided by a sharp rebound of
the U.S. dollar after it had reached postwar lows in the spring of 1995.
The Eastern European countries, after several years of declining output,
have generally shown dramatic growth in 1994 and 1995. Despite formidable
obstacles and major differences among countries and regions, many nations
are making substantial progress in their efforts to become market-oriented
economies. However, these economies are becoming increasingly disparate and
the     experience of countries in the region varies markedly. Those
nations making the most successful transition include Poland, the Czech
Republic, and Hungary, while some of the former Soviet republics continue
to suffer from the consequences of the break up of the Soviet Union and
have made little progress in implementing effective market-oriented
reforms. Key aspects of the reform and stabilization efforts have not yet
been fully implemented, and risks of policy slippage remain. In the Russian
Federation and most other countries of the former Soviet Union, economic
conditions are of particular concern because of economic instability due to
political unrest and armed conflicts in many regions.
Notwithstanding the economic difficulties in many countries, recent
positive developments offer hope for a cooperative growth strategy in the
near term, which could also permit a strengthening of global economic
performance over the medium term. Many developing countries are reaping the
fruits of sustained reform and stabilization efforts. Efforts to enhance
assistance to countries affected by the transition to a market-based
trading system that is occurring in central Europe and the former Soviet
Union, and to low-income countries to support strengthened stabilization
and restructuring efforts, are moving forward. In Europe, exchange market
tensions have eased, interest rates have been falling, and may continue to
do so as evidence of the waning inflationary pressures accumulates.
The European Community (EC) consists of Belgium, Denmark, France, Germany,
Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, and
the United Kingdom (the member states). In 1986, the member states of the
EC signed the "Single European Act," an agreement committing these
countries to the establishment of a market among themselves, unimpeded by
internal barriers or hindrances to the free movement of goods, persons,
services, or capital. To meet this goal, a series of directives have been
issued to the member states. Compliance with these directives is designed
to eliminate three principal categories of barriers: 1) physical frontiers,
such as customs posts and border controls; 2) technical barriers (which
include restrictions operating within national territories) such as
regulations and norms for goods and services (product standards);
discrimination against foreign bids (bids by other EC members) on public
purchases; or restrictions on foreign requests to establish subsidiaries;
and 3) fiscal frontiers, notably the need to levy value-added taxes,
tariffs, or excise taxes on goods or services imported from other EC
states.
The ultimate goal of this project is to achieve a large unified domestic
European market in which available resources would be more efficiently
allocated through the elimination of the above-mentioned barriers and the
added costs associated with those barriers. Elimination of these barriers
would simplify product distribution networks, allow economies of scale to
be more readily achieved, and free the flow of capital and other resources.
The Maastricht Treaty on economic and monetary union (EMU) attempts to
provide its members with a stable monetary framework consistent with the
EC's broad economic goals. But until the EMU takes effect, which is
intended to occur between 1997 and 1999, the community will face the need
to reinforce monetary cooperation in order to reduce the risk of a
recurrence of tensions between domestic and external policy objectives.
The total European market, as represented by both EC and non-EC countries,
consists of over 328 million consumers, making it larger currently than
either the U.S. or Japanese markets. European businesses compete nationally
and internationally in a wide range of industries including:
telecommunications and information services, roads and transportation,
building materials, food and beverages, broadcast and media, financial
services, electronics, and textiles. Actual and anticipated actions on the
part of member states to conform to the unified Europe directives has
prompted interest and activity not only by European firms, but also by
foreign entities anxious to establish a presence in Europe that will result
from these changes. Indications of the effect of this response to a unified
Europe can be seen in the areas of mergers and acquisitions, corporate
expansion and development, GDP growth, and national stock market activity.
The early experience of the former centrally planned economies has already
demonstrated the crucially important link between structural reforms,
macroeconomic stabilization, and successful economic transformation. Among
the central European countries, the Czech Republic, Hungary, and Poland
have made the greatest progress in structural reform; inflationary
pressures in those countries have abated following price liberalization,
and output has begun to recover. These achievements will be difficult to
sustain, however, in the absence of strong efforts to contain the large
fiscal deficits that have accompanied the considerable losses of output and
tax revenue since the start of the reform process.
In the Baltic countries there are encouraging signs that reforms are taking
hold and are being supported by strong stabilization efforts. In most other
countries of the former Soviet Union, in contrast, inadequate stabilization
efforts now threaten to lead to hyper-inflation, which could derail the
reform process. Inflation, which had abated following the immediate impact
of price liberalization in early 1992, surged to extremely high levels in
late 1992 and early 1993. The main reason for this development has been
excessive credit expansion to the government and to state enterprises. The
transformation process is being seriously hampered by the widespread
subsidization of inefficient enterprises and the resulting misallocation of
resources. The lack of effective economic and monetary cooperation among
the countries of the former Soviet Union exacerbates other problems by
severely constraining trade flows and impeding inflation control. Partly as
a result of these difficulties, some countries have decided that the
introduction of separate currencies offers the best hope for avoiding
hyper-inflation and for improving economic conditions. This development can
facilitate the implementation of stronger stabilization programs. Economic
conditions in the former Soviet Union have continued to deteriorate. Real
GDP in Russia fell 11.9 percent in 1993, after an 18 percent decline in
1992. In many other countries of the region, output losses have been even
larger. These declines reflect the adjustment difficulties during the early
stages of the transition, high rates of    inflation, the compression of
imports, disruption in trade among the countries of the former Soviet
Union, and uncertainties about the reform process itself. Large-scale
subsidies are delaying industrial restructuring and are exacerbating the
fiscal situation. A reversal of these adverse factors is not anticipated in
the near term, and output is expected to decline further in most of these
countries.    
Economic conditions appear to have improved for some of the transition
economies of central Europe during the past year. Following three
successive years of output declines, there has been a turnaround in the
Czech Republic and the Slovak Republic, Hungary and Poland; growth in
private sector activity and strong exports, especially to Western Europe,
now appear to have contained the fall in output. Most central European
countries in transition have achieved positive real growth in 1994 and 1995
as market reforms deepen. The strength of the projected output gains will
depend crucially on the ability of the reforming countries to contain
fiscal deficits and inflation and on their continued access to, and success
in, export markets. A number of their governments, including those of
Hungary 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. At present, no Eastern European country
has a developed stock market, but Poland, Hungary and the Czech Republic
have small securities markets in operation. Ethnic and civil conflicts
currently continue throughout the former Yugoslavia. Although there has
been recent progress toward a peaceful settlement of these conflicts, the
outcome remains uncertain.
Both the EC and Japan, among others, have made overtures to establish
trading arrangements and assist in the economic development of the Eastern
European nations. In the rest of Europe, monetary policy and financial
market developments have been dominated by the currency turmoil that began
in September 1992. At the same time, conditions are improving for
significant reductions of official interest rates in Europe, which should
help to contain recessionary forces and provide support to the overall
economic recovery in the regions by early 1996. With the passage of the
General Agreement on Trade and Tariffs earlier this year, Europe has taken
a step forward in resisting protectionist pressures. Interest rates
continue to decline, but some countries' tight monetary conditions remain
an obstacle to stronger growth and a threat to exchange market stability.
However, in the long term, economic unification could prove to be an engine
for domestic and international growth.
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.
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 continuing 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.
REAL GDP ANNUAL RATE OF GROWTH (ANNUAL % CHANGE)
1994
Denmark          4.6%   
 
France           2.5%   
 
Germany          2.9%   
 
Italy            2.5%   
 
Netherlands      2.4%   
 
Spain            1.9%   
 
Switzerland      2.0%   
 
United Kingdom   3.8%   
 
Source: World Economic Outlook, May 1995
(International Monetary Fund. Figures are quoted based on each country's
domestic currency.)
For national stock market index performance, please see the section of
"Performance" beginning on page .
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, diamonds,
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 (which include 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. Although racial
discord in South Africa appears to have been 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' GDP. However, the general decline in oil prices has
had an adverse impact on many economies.
SPECIAL CONSIDERATIONS AFFECTING NEW YORK
The financial condition of New York State (the State), its public
authorities and public benefit corporations (the Authorities) and its local
governments, particularly The City of New York (the City), could affect the
market values and marketability of, and therefore the net asset value per
share and the interest income of New York Municipal Income Fund or result
in the default of existing obligations, including obligations which may be
held by the fund. The following section provides only a brief summary of
the complex factors affecting the financial situation in New York and is
based on information obtained from the State, certain of its Authorities,
the City and certain other localities, as publicly available on the date of
this SAI. The information contained in such publicly available documents
has not been independently verified. It should be noted that the
creditworthiness of obligations issued by local issuers may be unrelated to
the creditworthiness of the State, and that there is no obligation on the
part of the State to make payment on such local obligations in the event of
default in the absence of a specific guarantee or pledge provided by the
State.
The State and the City are facing serious financial difficulties and each
has a decline in their credit standings. S&P and Moody's have each assigned
ratings for the State's general obligation bonds that are among the three
lowest of those states with rated general obligation bonds. S&P and Moody's
have each assigned ratings for the City's general obligations that are
among the four lowest of those cities with rated general obligation bonds.
The ratings of certain related debt of other issuers for which the State
has an outstanding moral obligation, lease purchase, guarantee or other
contractual obligation are generally linked directly to the State's rating.
Should the financial condition of the State, its Authorities, or its local
governments deteriorate, their respective credit ratings could be further
reduced, and the market value and marketability of their outstanding notes
and bonds could be adversely affected, and their respective access to the
public credit markets jeopardized.
   ECONOMIC FACTORS. New York is the third most populous state in the
nation, and has a relatively high level of personal wealth. However, the
State economy has grown more slowly than that of the nation as a whole,
resulting in the gradual erosion of its relative economic affluence (due to
factors such as relative costs for taxes, labor, and energy). The State's
economy is diverse, with a comparatively large share of the nation's
financial, insurance, transportation, communications, and services
employment, and a very small     share of the nations' farming and mining
activity. New York has a declining proportion of its workforce engaged in
manufacturing and increasing proportion engaged in service industries. The
State, therefore is likely to be less affected than the nation as a whole
during an economic recession concentrated in construction and manufacturing
sectors of the economy, but is likely to be more affected during a
recession concentrated in the service-producing sector. The State's
manufacturing and maritime base have been seriously eroded, as illustrated
by the decline of the steel industry in the Buffalo area and of the apparel
and textile industries in the City. In addition, the City experienced
substantial socio-economic changes, as a large segment of its population
and a significant share of corporate headquarters and other businesses
relocated (many out-of-state).
Both the State and the City experienced substantial revenue increases in
the mid-1980s attributable directly and indirectly to growth in new jobs,
rising profits, and capital appreciation derived from the finance sector of
the City's economy. The finance sector's growth was a catalyst for the New
York City metropolitan region's related business and professional services,
retail trade and residential and commercial real estate markets. The then
rising real estate market contributed to City revenues, as higher property
values and new construction added to collections from property taxes,
mortgage recording, and transfer taxes and sales taxes on building
materials. The boom on Wall Street more than compensated for the continued
erosion of the State's (and the City's) manufacturing and maritime base,
since average wages in finance and related business and professional
services were substantially higher (thereby providing a net increase of
higher incomes, taxed at even higher marginal rates).
During the calendar years 1984 through 1991, the State's rate of economic
expansion was somewhat slower than that of the nation as a whole. In the
1990-91 national recession, the economy of the Northeast region in general
and the State in particular was more heavily damaged than that of the rest
of the nation and has been slower to recover. Although the national economy
began to expand in 1991, the State economy remained in recession until
1993, when employment growth resumed. Employment growth has been hindered
during recent years by significant cutbacks in the computer and instrument
manufacturing, utility and defense industries. Personal income increased
substantially in 1992 and 1993 and the State economy entered the third year
of a slow recovery in 1995. Most of the growth occurred in the trade,
construction and service industries, with business, social services and
health sectors accounting for most of the service industry growth.
According to assumptions contained in the State financial plan for fiscal
year 1995-1996 issued on June 20, 1995 (the 1995-96 State Financial Plan),
employment is expected to grow slightly during 1995, although the rate of
increase is expected to be below the rate experienced in 1994 due to
cutbacks in federal spending and employment,    as well as continued
corporate downsizing. The Mid-Year Update to the 1995-96 State Financial
Plan issued on October 25, 1995 (the Mid-Year Update) contains a marginally
weaker economic forecast than that contained in the initial 1995-96 State
Financial Plan, and predicts a significant slowing of State employment
growth during calendar year 1996, due to the forecasted slackening pace of
national economic growth, industry consolidating, and governmental
employment.    
Notwithstanding the State budget for fiscal year 1995-96 which enacts
significant tax and program reductions, the State can expect to confront
structural deficits in future years. The 1995-96 State Financial Plan
includes actions that will have an effect on the budget outlook for fiscal
year 1996-97 and beyond. In part, the 1995-96 State Financial Plan reflects
actions which provide nonrecurring measures (sometimes referred to as
"one-shots") variously estimated to provide $900 million to $1.0 billion of
savings. Additionally, the three-year plan to reduce State personal income
taxes, as discussed below briefly, will decrease State tax receipts by an
estimated $1.7 billion in fiscal year 1996-97. Similarly, other actions
taken to reduce disbursements in the State's 1995-96 fiscal year, such as
reductions in the State workforce and Medicaid and welfare expenditures,
are expected to provide greater reductions in future fiscal years. The net
impact of these and other factors is expected to produce a potential
imbalance in receipts and disbursements for State fiscal year 1996-97 and
future fiscal years.
   Further, there can be no assurance that the State economy will not
experience worse-than-predicted results in the 1995-96 fiscal year with
corresponding material and adverse effects on the State's projections of
receipts and disbursements. Although the Mid-Year Update (Third-quarter
update) projects a continued balance in the 1995-96 State Financial Plan,
downward revisions have been made to the estimates of both receipts and
disbursements. As the 1995-96 State Financial Plan and the updates thereto
are based upon forecasts of national and State economic activity, it should
be noted that many uncertainties exist in such forecasts, including federal
financial and monetary policies, the availability of credit and the
condition of the world economy. In addition, the economic and financial
condition of the State may be affected by various financial, social,
economic and political factors. These factors can be complex, may vary from
year to year and are frequently the results of actions taken not only by
the State and its agencies and instrumentalities, but also by other
entities, such as the federal government, that are not under the control of
the State.    
The fiscal health of the State may also be impacted by the fiscal health of
the City. Although the City has had a balanced budget since 1981, estimates
of the City's future revenues and expenditures are subject to various
uncertainties. For example, the effects of the October 1987 stock market
crash and the 1990-92 national recession have had a disproportionately
adverse impact on the New York City metropolitan region, as private sector
job losses since 1989 have offset all the prior employment gains of the
1980s. Declines in both employment and earnings in the finance sector
contributed to declines in retail sales and real estate values. In
addition, a number of widely publicized bankruptcies among highly leveraged
retailing, brokerage and real estate development companies occurred. The
effects of the recession have extended to banking, insurance, business
services (such as law, accounting and advertising), publishing and
communications. Factors which may inhibit the City's economic recovery
include (i) credit restraints imposed by the weak financial condition of
several major money center banks located in the City; (ii) increases in
combined State and local tax burdens, if uncompetitive tax rates are
imposed; (iii) perceived declines in the quality of life attributable to
service reductions and the deterioration of the City's infrastructure; (iv)
additional employment losses in the City's banking sector or corporate
headquarters complex due to further corporate relocations or
restructurings; or (v) increased expenditures for public health assistance
and care. The City's future economic condition will also likely be affected
by its competitive position as a world financial center (compared to
London, Tokyo, Frankfurt, and competing regional U.S. centers). Investors
should note that the budget for the City's 1996 fiscal year addresses a
projected $2.7 billion budget gap. Most of the budget-gap closing
initiatives may be implemented only with the cooperation of certain City
officials, the City's municipal unions, or the State or Federal
governments. No assurance can be given that such initiatives will be taken.
While the State's economy is broader-based than that of the City,
particular industries are concentrated in and have a disproportionate
impact on certain areas, such as heavy industry in Buffalo, photographic
and optical equipment in Rochester, machinery and transportation equipment
in Syracuse and Utica-Rome, computers in Binghamton and in the Mid-Hudson
Valley, and electrical equipment in the Albany-Troy-Schenectady area.
Constraints on economic growth, taxpayer resistance to proposed substantial
increases in local tax rates, and reductions in State aid in regions apart
from the City have contributed to financial difficulties for several county
and other local governments. 
THE STATE. As noted above, the financial condition of the State is affected
by several factors, including the strength of the State and its regional
economies, actions of the federal government, and State actions affecting
the level of receipts and disbursements. Owing to these and other factors,
the State may, in future years, face substantial potential budget gaps
resulting from a significant disparity between tax revenues projected from
a lower recurring receipts base and the future costs of maintaining State
programs at current levels. The State has been experiencing and continues
to experience substantial financial difficulties, with General Fund (the
principal operating account) deficits incurred during the fiscal years
1989-1990 through 1991-1992. The State's accumulated General Fund deficit
(on a GAAP basis) grew 91% from FY1986-87 to FY1990-91, and reached a
then-record $6.265 billion (audited) by March 31, 1991. An accumulated
General Fund deficit at March 31, 1993 was restated to be $2.551 billion.
The State ended its 1993-94 fiscal year with a negative fund balance of
$1.637 billion. This represented an improvement over prior years, primarily
due to an improving national and State economy resulting in
higher-than-expected receipts from personal income tax and various business
taxes and the relative success of the New York Local Government Assistance
Corporation (LGAC). The General Fund showed an operating surplus of $914
million (on a GAAP basis). The State's 1994-95 fiscal year budget was
adopted on June 8, 1994, more than two months after the beginning of    the
State's fiscal year. The State ended its FY 1994-95 reporting a General
Fund operating deficit of $1.426 billion, primarily due to changes in
accounting methodologies used by the State Comptroller and the use of
$1.026 billion of the FY 1993-94 cash surplus to fund operating expenses in
FY 1994-95. These factors were offset by net proceeds of $315 million of
bonds issued by LGAC. Actual receipts reported fell short of original
projections, primarily in the categories of business taxes. These
shortfalls were offset by better than expected performance in the remaining
taxes, principally the user taxes and fees. Total expenditures for FY
1994-95 increased $2.083 billion, or 6.7% over the prior fiscal year.
On June 7, 1995, the New York State legislature passed the final
legislation regarding the State's 1995-96 budget. Both the enacted budget
bills for 1995-96 and the 1995-96 State Financial Plan include reductions
in the actual level of spending from that which occurred in the 1994-95
fiscal year and project reductions in Medicaid and State Authority
operating costs. The 1995-96 budget     also projects an approximate
increase of 3% in all governmental funds over the amounts received in
fiscal year 1994-95 and includes the phase-in of a three-year reduction in
the State's personal income tax. The Governor released his proposed budget
for FY 1996-97 on December 15, 1995 (the 1996-97 Executive Budget), 30 days
in advance of the constitutionally-mandated release date. The 1996-97
Executive Budget projects a $3.9 billion budget gap, which it proposes to
close largely by Medicaid cost containment measures (approximately $1.0
billion), welfare reform (approximately $240 million) and restructuring of
the state healthcare delivery system (approximately $470 million). The
phased reduction of the State's personal income tax is continued in the
1996-97 Executive Budget. There are risks and uncertainties concerning
whether or not certain spending and tax cuts will be upheld if challenged
in the courts. For example, the State Comptroller is challenging in court
the proposed use of certain pension reserves. If such suit is successful,
approximately $110 million would become unavailable as a source of
contribution to the balanced State budget. Finding an additional $110
million in reductions or from other sources may prove difficult.
Additionally, even if all spending and tax cuts contained in the State
budget are successfully implemented, resulting in a balanced budget for
fiscal year 1995-96, there can be no assurance that the State will not face
budget gaps in future years, resulting from a disparity between tax
revenues projected from a lower recurring-receipts base and the spending
required to maintain State programs at current levels. Furthermore, the
State is a party to numerous lawsuits in which an adverse decision could
require extraordinary expenditures. Certain major budgetary considerations
affecting the State are outlined below.
   REVENUE BASE. The State's principal revenue sources are economically
sensitive, and include the personal income tax (53% of fiscal year 1994-95
General Fund receipts and estimated to be approximately 54% of fiscal year
1995-96 General Fund receipts), user taxes and fees (20% of fiscal year
1994-95 and nearly 21% of estimated 1995-96 General Fund receipts,
respectively). Uncertainties in taxpayer behavior as a result of actual and
proposed changes in Federal tax law also can have an adverse impact on
State tax receipts.     One-fourth of the 4% State sales tax has been
dedicated to pay debt service of LGAC, and has correspondingly reduced
General Fund receipts. To the extent those moneys are not necessary for
payment to LGAC, they are transferred from the LGAC Tax fund to the General
Fund and reported as a transfer from other funds rather than as sales and
use tax receipts. During fiscal years 1991-92, 1992-93, 1993-94, and
1994-95 moneys were so transferred. Capital gains are a significant
component of income tax collections. Auto sales and building materials are
significant components of retail sales tax collections. Tax rates are
relatively high and may impose political and economic constraints on the
ability of the State to further increase its taxes. In 1995, the State
enacted a tax-reduction program designed to reduce, by 20 percent over
three years, receipts from the personal income tax. The tax had remained
unchanged since 1989 as a result of annual deferrals of tax reductions
originally enacted in 1987. The tax-reduction program is estimated to
reduce receipts by $515 million in the 1995-96 fiscal year, $1.7 billion in
the 1996-97 fiscal year and produce further significant reductions in
fiscal year 1997-98. In addition to such reductions in overall tax rates,
the tax-reduction program also includes other modifications to the tax laws
which will have the effect of lowering the amount of tax revenues to be
received by the State. In the absence of countervailing economic growth or
expenditure cuts, the tax cuts could make the achievement of a balanced
State budget more difficult in future years.
   A significant risk to the 1995-96 State Financial Plan arises from tax
legislation pending in the U.S. Congress. Changes to the federal tax
treatment of capital gains, if made, are likely to flow automatically to
the State personal income tax. Such changes, depending upon their precise
character and timing, as well as taxpayer response, could produce either
revenue gain or loss during the remainder of the State's 1995-96 fiscal
year.    
STATE DEBT. The State has the heaviest debt burden of any state (with
nearly $5.2 billion of long-term general obligations, $4.7 billion of LGAC
debt and $18 billion of lease-purchase or other contractual debt
outstanding as of March 31, 1995), and debt service costs absorb a large
share of the State's budget. As of March 31, 1995 the State is also
obligated with respect to nearly $7.0 billion for statutory moral
obligations for nine of its Authorities and for guarantees of $358 million
of other Authority debt. Historically, the State has had one of the largest
seasonal financing requirements of any municipal issuer, and was required
each spring to borrow substantial sums from public credit markets to
finance its accumulated General Fund deficit and its scheduled payments of
aid to local governments and school districts. To help reduce such seasonal
financing needs, the State created LGAC as a financing vehicle to finance
the State's local assistance payments by issuing long-term debt, payable
over 30 years from a portion of the State sales tax, as discussed above.
The State budget and State financial plan for fiscal year 1995-96 each
proposes to utilize the remainder of authorized but yet unissued LGAC
bonds. As of June 1995, LGAC had issued bonds and notes to provide net
proceeds of $4.7 billion, thus completing the LGAC program. The impact of
LGAC's borrowing is that the State is able to meet its cash flow needs in
the first quarter of the 1995-96 fiscal year without relying on short-term
seasonal borrowings. Neither the 1995-96 State financial plan nor the
1994-95 State Financial Plan included a spring borrowing, the first time in
35 years that there was no short-term borrowing. Investors should note that
the enabling legislation for LGAC contains a covenant restricting the
amount of any future State spring borrowing, which may reduce the State's
fiscal flexibility in future years. 
BUDGETARY FLEXIBILITY. A significant portion of the State's General Fund
budget is accounted for by contractually required expenses (such as pension
and debt service costs) and by federally mandated programs (such as AFDC
and Medicaid). In addition, State aid for school districts comprises a
major share of the budget, and total appropriations and distribution of
such aid is especially contentious politically. Furthermore, the State's
ability to respond to unanticipated developments in the future may have
been impaired since the State has utilized a substantial range of actions
of a non-recurring nature in recent years to finance its General fund
operations, including tapping excess monies in special funds, refinancing
outstanding debt to reduce reserve fund requirements and current (but not
long-term) debt service costs, recalculating pension fund contributions,
selling State assets, reimbursing past General Fund expenditures by the
issuance of authority debt and deferring payment for expenditures to future
fiscal years. The 1995-96 State Financial Plan contains actions of a
non-recurring nature including mergers of certain authorities payments from
the sale of    certain State assets, and payments associated with the
resolution of certain court cases, totalling approximately $900 million to
$1 billion. The 1996-97 Executive Budget, however, contains actions of a
non-recurring nature only to the extent of approximately $123 million.    
LABOR COSTS. The State government workforce is mostly unionized, subject to
the Taylor Law which authorizes collective bargaining and prohibits (but
has not historically prevented) strikes and work slowdowns. Costs for
employee health benefits have increased substantially, and can be expected
to further increase. The State has a substantial unfunded liability for
future pension benefits, and has utilized changes in its pension fund
investment return assumptions to reduce current contribution requirements.
If such investment earnings assumptions are not sustained by actual
results, additional State contributions will be required in future years to
meet the State's contractual obligations. The State's change in actuarial
method from the aggregate cost method to a modified projected unit credit
in the 1990-91 fiscal year created a substantial surplus that was amortized
and applied to offset the State's contribution through the 1993-94 fiscal
year. This change in actuarial method was ruled unconstitutional by the
State's highest court and the State returned to the aggregate cost method
in fiscal year 1994-95 using a four-year phase-in. Employer contributions,
including the State's, are expected to increase over the next five to ten
years.
PUBLIC ASSISTANCE. The State has the second largest number of persons
receiving public assistance (AFDC and Home Relief) of any state. AFDC costs
are shared among the federal government, the State and its counties
(including the City) by statutory formula. Caseloads tend to rise
significantly during economic downturns, but have fallen only in the later
stages of past economic recoveries.
MEDICAID. The State participates in the federal Medicaid program under a
state plan approved by the Health Care Financing Administration. The
federal government provides a substantial portion of eligible program
costs, with the remainder shared by the State and its counties (including
the City). Basic program eligibility and benefits are determined by federal
guidelines, but the State provides a number of optional benefits and
expanded eligibility. Program costs have increased substantially in recent
years, and account for a rising share of the State budget. Federal law
requires the State adopt reimbursement rates for hospitals and nursing
homes that are reasonable and adequate to meet the costs that must be
incurred by efficiently and economically operated facilities in providing
patient care, a standard that has led to past litigation by hospitals and
nursing homes seeking higher reimbursement from    the State. The budget
adopted for fiscal year 1995-96, and in particular the 1996-97 Executive
Budget, each includes reductions in spending for Medicare. Cutbacks in
State spending for Medicaid may adversely affect the financial condition of
hospitals and health care institutions that are the obligors of bonds that
may be held by the fund.
THE STATE AUTHORITIES. The State's Authorities are not subject to the
constitutional restrictions on the incurrence of debt which apply to the
State itself, and may issue bonds and notes within the amounts of, and as
otherwise restricted by, their legislative authorization. The New York
State Public Authorities Control Board approves the issuance of debt and
major contracts by ten of the Authorities. As of September 30, 1994, the
date of the latest available data, there were 18 Authorities that had
outstanding debt of $100 million or more, the aggregate debt of which
(including refunding bonds and moral obligation, lease-purchase,
contractual obligation, or State-guaranteed debt) then totaled
approximately $70.3 billion. As of March 31, 1995, aggregate public
authority debt outstanding as State-supported was approximately $28 billion
and State-related debt was approximately $36 billion. In recent years the
State has provided     financial assistance through appropriations, in some
cases of a recurring nature, to certain Authorities for operating and other
expenses and, (from 1976 to 1987) in fulfillment of its commitments on
moral obligation indebtedness or otherwise, for debt service. The State
budgeted operating assistance of approximately $1.3 billion for the
Metropolitan Transportation Authority (MTA) for fiscal year 1994-1995 and
estimates total State assistance in fiscal year 1995-96 to be approximately
$1.1 billion. This assistance is expected to continue to be required (and
may increase) in future years. Failure by the State to appropriate
necessary amounts or to take other action to permit the Authorities to meet
their obligations could adversely affect the ability of the State and the
Authorities to obtain financing in the public credit markets and the market
price of the State's outstanding bonds and notes.
The MTA, whose credit standing was recently reduced, oversees the operation
of the City's subway and bus lines by its affiliates, the New York City
Transit Authority and the Manhattan and Bronx Surface Transit Operating
Authority (collectively, the TA). MTA subsidiaries operate certain commuter
rail and bus lines in the New York metropolitan area. An affiliated agency,
the Triborough Bridge and Tunnel Authority (TBTA), operates certain
intrastate toll bridges and tunnels. To maintain its facilities and
equipment, which deteriorated significantly in the late 1970s due to
deferred maintenance, the MTA prepared a five-year capital program subject
to approval by the MTA Capital Program Review Board. In April 1993, the
State legislature authorized the funding of a portion of a five-year $9.56
billion capital plan for the MTA for 1992 through 1996. MTA's five-year
capital program for 1992-96 was approved by the State capital program
review board in December 1993. There can be no assurance that all
governmental actions for the 1992-96 capital program will be taken, that
funding sources currently identified will not be decreased or eliminated,
or that the capital program will not be delayed or reduced. If the capital
program is delayed or reduced, ridership and fare revenues may decline,
which could impair the MTA's ability to meet its operating expenses without
additional State assistance. In addition, because fares are not sufficient
to finance its mass transit operations, the MTA has depended and will
continue to depend for operating support upon a system of State, local
government and TBTA support, and to the extent available, Federal
assistance (including loans, grants and operating subsidies). There can be
no assurance that any such assistance will continue at any particular level
or in any fixed relationship to the operating costs and capital needs of
the MTA.
THE CITY. The City has required, and continues to require, significant
financial assistance from the State. The City depends on State assistance
both to enable the City to balance its budget and to meet its cash
requirements. In the early 1970s, the City incurred substantial operating
deficits, and its financial controls, accounting practices, and disclosure
policies were widely criticized. In 1975, the City encountered severe
financial difficulties and lost access to the public credit markets. The
State Legislature responded in 1975 by creating the Municipal Assistance
Corporation For The City of New York (MAC) to provide financing assistance
for the City and the Financial Control Board to exercise certain oversight
and review functions with respect to the City's finances. The Financial
Control Board's powers over the City were suspended in June 1986, but would
be reinstated (under current law) if the City experiences certain adverse
financial circumstances. At the time of the fiscal crisis, the State
provided substantial financial assistance to the City, the federal
government provided the City with direct seasonal loans and guarantees on
the City's long-term debt, and the City's labor unions accepted deferrals
of wage increases and approved purchases of City bonds by the pension
funds. No assurance can be given that similar assistance would again be
made available if needed, particularly given the current budgetary
constraints faced by both the Federal and State governments.
The City provides services usually undertaken by counties, school districts
or special districts in other large urban areas including the provision of
social services such as day care, foster care, health care, family
planning, services for the elderly and special employment services for
needy individuals and families who qualify for such assistance. State law
requires the City to allocate a large portion of its total budget to Board
of Education operations, and mandates the City to assume the local share of
public assistance and Medicaid costs. While the City has had GAAP operating
surpluses, in recent fiscal years the City has experienced and continues to
experience ongoing financial difficulties, primarily related to the impact
of the recent recession on the local economy (reducing revenues from most
major taxes and increasing public assistance and Medicaid caseloads),
rising health care costs for City employees and for Medicaid, and rising
inflation and interest rates. In response, the City implemented gap-closing
programs in recent fiscal years, which initially relied primarily on
actions of a non-recurring nature, but included substantial property tax
rate increases and a personal income tax surcharge imposed in fiscal year
1991 and selected service cutbacks. Reductions in State aid, larger than
budgeted labor settlements and increased police expenditures added to the
adverse budgetary impact of the local recession, confronting the City with
a potential $3.3 billion imbalance during fiscal year 1992 budget
negotiations. This initial budget gap was closed by adoption of a budget
providing for various tax increases and significant service reductions. Aid
to nonprofit cultural institutions in the City was significantly reduced
(as was State aid to such institutions), including certain institutions
that are obligors of bonds that may be held by the fund. The City's budget
for fiscal year 1994 identified measures to close a $300 million budget
gap, which was the result of shortfalls in Federal and State aid from
previously projected levels. The City achieved balanced operating results
as reported in accordance with GAAP for the 1994 fiscal year. For fiscal
year 1995, the City adopted a budget which halted the trend in recent years
of substantial increases in City-funded spending from one year to the next
and the City budget adopted for fiscal year 1996 reduces City-funded
spending for the second consecutive year.
Pursuant to State law, the City prepares a four-year annual financial plan,
which is reviewed and revised on a quarterly basis and includes the City's
capital, revenue and expense projections and outlines proposed budget
gap-closing programs for those years with projected budget gaps. The mayor
is responsible for preparing the City's four-year financial plan, including
the City's current financial plan for the 1996 through 1999 fiscal years
(the 1996-1999 Financial Plan). The City's projections set forth in the
1996-1999 Financial Plan are based on various assumptions and contingencies
which are uncertain and which may not materialize. Changes in major
assumptions could significantly affect the City's ability to balance its
budget and to meet its annual cash flow and financing requirements. Such
assumptions and contingencies include the timing and pace of a regional and
local economic recovery, increases in interest rates, the impact on real
estate tax revenues of the real estate market, wage increases for city
employees consistent with those assumed in the 1996-99 Financial Plan,
employment growth, the ability to implement proposed reductions in City
personnel and other cost reduction initiatives which may require in certain
cases the cooperation of the City's municipal unions, the ability of the
New York City Health and Hospitals Corporation and the Board of Education
to take actions to offset reduced revenues, the ability to complete revenue
generating transactions, provision of State and Federal aid and mandate
relief, and the impact on City revenues of proposals for Federal and State
welfare reform. No assurance can be given that the assumptions used by the
City in the 1996-99 Financial Plan will be realized. Furthermore, actions
taken in recent fiscal years to avert deficits may have reduced the City's
flexibility in responding to future budgetary imbalances, and have deferred
certain expenditures to later fiscal years.
   The City submitted on July 21, 1995 a fourth quarter modification to the
City's financial plan for the 1995 fiscal year which projects a balanced
budget in accordance with GAAP for the City's 1995 fiscal year. On July 11,
1995, the City submitted the 1996-1999 City     Financial Plan, which is
based on the City's expense and capital budgets of the City's 1996 fiscal
year adopted on June 14, 1995 (the 1996 City Budget). The 1996 City Budget
sets forth proposed actions by the City for the 1996 fiscal year to close a
substantial projected budget gap (approximately $3.1 billion) resulting
from lower than projected tax receipts and other revenues and greater than
projected expenditures. Proposed actions in the 1996-1999 Financial Plan
for the City's 1996 fiscal year include a reduction of approximately $400
million primarily affecting public assistance and Medicaid payments by the
City, expenditure reductions in agencies totalling approximately $1.2
billion and transitional labor savings of approximately $600 million. These
and other proposed actions were contained in the 1996-1999 Financial Plan
as well as the 1996 City Budget. The City Budget is subject to the ability
of the City to implement the proposed reductions in expenditures, personal
services and personnel, which are substantial and may be difficult to
implement. For example, one of the key items contained in the 1996 City
Budget is the sale of the City's water system for approximately    $2.3
billion. This plan has been hotly contested since it was announced, and is
currently the focus of several lawsuits. In November, the Mayor sued the
City Comptroller to compel his signature on bonds needed to accomplish the
sale of the water system. The Comptroller had blocked the bond sale,
stating that the sale of City water assets would be illegal and "an
improvident fiscal gimmick." In December, a coalition of civic, housing and
environmental groups from New York City and Westchester County (the
Coalition) filed suit to block the Mayor's plan to sell the water system
and announced an intention to join in the Comptroller's battle to block the
bond sale. In addition, certain proposals may be offset by various State
and Federal legislation which could mandate levels of City funding
inconsistent with the 1996 City Budget and the 1996-1999 Financial Plan. In
addition, the 1996-1999 Financial Plan anticipates the receipt of
    substantial amounts of Federal aid. Certain proposed State and Federal
actions are subject to approvals from the Legislature, the Governor and the
President, as applicable. Both Federal and State actions are uncertain;
certain legislative proposals contemplate significant reductions in Federal
spending, including proposed Federal welfare reform which could result in
caps on, or block grants of, Federal programs. Further, no assurance can be
given that either such actions will in fact be taken or that the projected
savings will result even if such actions are taken.
The City derives its revenues from a variety of local taxes, user charges,
miscellaneous revenues and federal and State unrestricted and categorical
grants. The City projects that local revenues will provide approximately
68.0% of total revenues in fiscal year 1996 while federal aid, including
categorical grants, will provide 11.7% in fiscal year 1996 and State aid,
including unrestricted aid and categorical grants, will provide 20.3% in
fiscal year 1996. As a proportion of total revenues, State aid has remained
relatively constant over the period from 1980 to 1990, while federal aid
was sharply reduced (having provided nearly 20% of total fiscal year 1980
revenues). The largest source of the City's revenues is the real estate tax
(approximately 22% of total revenues projected for fiscal year 1996), at
rates levied by the City council (subject to certain State constitutional
limits). State legislation requires that increases in assessments of
certain classes of real property be phased-in over a five-year period;
thus, property owners may receive higher assessments when property values
are declining. However, in the event of a reduction in total assessments,
higher tax rates would be required to maintain the same amount of tax
revenue. The City derives the remainder of its tax revenues from a variety
of other economically sensitive local taxes (subject to authorization by
the legislature), including: a local sales and compensating use tax
(primarily dedicated to MAC debt service) imposed in addition to the
State's retail sales tax; the personal income tax on City residents and the
earnings tax on non-residents; a general corporation tax; and a financial
corporation tax. High tax burdens in the city impose political and economic
constraints on the ability of the City to increase local tax rates. The
City's four-year financial plans have been the subject of extensive public
comment and criticism, principally questioning the reasonableness of
assumptions that the City will have the capacity to generate sufficient
revenues in the future to provide the level of services contained in such
City financial plans. On July 10, 1995, S&P lowered the City's credit
rating from A- to BBB+, among the lowest ratings of any major city in the
country. The rating agency cited specifically the City Budget's reliance on
"one-shot" measures to balance the budget for fiscal year 1995-96 without
rectifying the underlying structural problems, its continued optimistic
projections of State and Federal aid, and continued high debt levels. S&P
also mentioned the feeble local economy and the City Budget's over-reliance
on the financial services sector which historically has been volatile.
The City is the largest municipal debt issuer in the nation, and has more
than doubled its debt load since the end of fiscal year 1988, in large
measure to rehabilitate its extensive, aging physical plant. The City's
seasonal borrowing needs increased significantly during fiscal years 1990
and 1991, largely due to delayed State aid payments, and totalled $2.25
billion in fiscal year 1992, $1.4 billion in fiscal year 1993, $1.75
billion in fiscal year 1994 and $2.2 billion in fiscal year 1995. The
City's current capital financing program reflects major reductions
(approximately $2.13 billion) in the size of the capital program to be
implemented cumulatively through fiscal year 1999 which is intended to
reduce future debt service requirements. Such reductions may adversely
affect the condition of the City's aging and deteriorating infrastructure
and physical assets, such as sewers, streets, bridges and tunnels, and mass
transit facilities. Further, the City's capital financing program currently
contemplates receipt of proceeds of approximately $1 billion resulting from
the sale of the City's water and sewer system to the Water Board, and
proposes to utilize a substantial portion of such proceeds for capital
project improvements. It is not certain that such proceeds will become
available for capital improvements, because, as discussed above, both the
City Comptroller and the Coalition have opposed such proposed transfer of
the water and sewer system.
In November 1993, the voters approved a proposed charter whereby Staten
Island would secede from the City. Staten Island is one of five
counties/boroughs, comprising 4% of the City's population and 19% of its
land area. State law provides a complex mechanism for such secession. The
State Legislature is also considering establishment of a similar secession
mechanism for Queens.
OTHER LOCALITIES. Certain localities in addition to the City could have
financial problems which, if significant, could lead to requests for
additional State assistance during the State's 1995-96 fiscal year and
thereafter. Fiscal difficulties experienced by the City of Yonkers, for
example, could result in State actions to allocate State resources in
amounts that cannot yet be determined. In the recent past, the State
   provided substantial financial assistance to its political subdivisions,
primarily for aid to elementary, secondary and higher education, Medicaid
income maintenance, and local transportation programs. The legislature
enacted substantial reductions from previously budgeted     levels of State
aid since December 1990. To the extent the State is constrained by its
financial condition, State assistance to localities may be further reduced,
compounding the serious fiscal constraints already experienced by many
local governments. Localities also face anticipated and potential problems
resulting from pending litigation (including challenges to local property
tax assessments), judicial decisions and socio-economic trends. The
Legislature enacted substantial reductions from previously budgeted levels
of State aid since December 1990. 
   SPECIAL CONSIDERATIONS AFFECTING CALIFORNIA    
Certain California constitutional amendments, legislative measures,
executive orders, administrative regulations, and voter initiatives, as
discussed below, could adversely affect the market values and marketability
of, or result in default of, existing obligations, including obligations
that may be held by the fund. Obligations of the state or local governments
may also be affected by budgetary pressures affecting the State of
California (the State) and economic conditions in the State. Interest
income to the fund could also be adversely affected. The following
discussion highlights only some of the more significant financial trends
and problems, and is based on information drawn from official statements
and prospectuses relating to securities offerings of the State, its
agencies, or instrumentalities, as available as of the date of this SAI.
FMR has not independently verified any of the information contained in such
official statements and other publicly available documents, but is not
aware of any fact which would render such information inaccurate.
   CONSTITUTIONAL AND STATUATORY LIMITATIONS ON TAXES AND
APPROPRIATIONS    
LIMITATION ON TAXES. Certain obligations held by the fund may be
obligations of issuers that rely in whole or in part, directly or
indirectly, on AD VALOREM property taxes as a source of revenue. The taxing
powers of local governments and districts are limited by Article XIIIA of
the California Constitution, enacted by the voters in 1978 and commonly
known as "Proposition 13." Briefly, Proposition 13 limits to 1% of full
cash value the rate of AD VALOREM property taxes on real property and
generally restricts the increase in taxes upon reassessment of property to
2% per year, except upon new construction or change of ownership (subject
to a number of exemptions). Taxing entities may, however, raise AD VALOREM
taxes above the 1% limit to pay debt service on voter-approved bonded
indebtedness.
Under Article XIIIA, the basic 1% AD VALOREM tax levy is applied against
the assessed value of property as of the owner's date of acquisition (or as
of March 1, 1975 if acquired earlier), subject to certain adjustments. This
system has resulted in widely varying amounts of tax on similarly situated
properties. Several lawsuits were filed challenging the acquisition-based
assessment system of Proposition 13, but on June 18, 1992, the U.S. Supreme
Court announced a decision upholding Proposition 13.
Article XIIIA prohibits local governments from raising revenues through AD
VALOREM property taxes above the 1% limit; it also requires voters of any
government unit to give 2/3 approval to levy any "special tax." However,
court decisions allowed non-voter-approved levies of "general taxes" which
were not dedicated to a specific use. 
   A 1986 initiative statute, called "Proposition 62," imposed additional
limits on local governments, by requiring either majority or 2/3 voter
approval for any increases in "general taxes" or "special taxes,"
respectively (other than property taxes, which are unchangeable). Court
decisions had struck down most of Proposition 62 and many local
governments, especially cities, had enacted or raised local "general taxes"
without voter approval. In September 1995, the California Supreme Court
overruled the prior cases, and upheld the constitutionality of Proposition
62. Many aspects of this decision (such as its impact on charter (home
rule) cities, and whether it will have retroactive effect) remain unclear,
but its future effect will be to further limit the fiscal flexibility of
many local governments.    
APPROPRIATIONS LIMITS. The State and its local governments are subject to
an annual "appropriations limit" imposed by Article XIIIB of the California
Constitution, enacted by the voters in 1979 and significantly amended by
Propositions 98 and 111 in 1988 and 1990, respectively. Article XIIIB
prohibits the State or any covered local government from spending
"appropriations subject to limitation" in excess of the appropriations
limit imposed. "Appropriations subject to limitation" are authorizations to
spend "proceeds of taxes," which consist of tax revenues and certain other
funds, including proceeds from regulatory licenses, user charges, or other
fees to the extent that such proceeds exceed the cost of providing the
product or service; but " proceeds of taxes" for local governments exclude
most State subventions. No limit is imposed on appropriations of funds
which are not "proceeds of taxes," such as reasonable user charges or fees
and certain other non-tax funds, including bond proceeds.
Among the expenditures not included in the Article XIIIB appropriations
limit are: (1) the debt service cost of bonds issued or authorized prior to
January 1, 1979, or subsequently authorized by the voters; (2)
appropriations arising from certain emergencies declared by the Governor;
(3) appropriations for certain capital outlay projects; and (4)
appropriations by the State of post-1989 increases in gasoline taxes and
vehicle weight fees.
The appropriations limit for each year is adjusted annually to reflect
changes in cost of living and population, and any transfers of service
responsibilities between government units. The definitions for such
adjustments were liberalized by Proposition 111 to follow more closely
growth in the State's economy. For the 1990-91 fiscal year, each unit of
government has recalculated its appropriations limit by taking the actual
1986-87 limit and applying the Proposition 111 annual adjustments forward
to 1990-91. This was expected to raise the limit in most cases.
Under Proposition 111, "excess" revenues are measured over a two-year
cycle. With respect to local governments, excess revenues must be returned
by a revision of tax rates or fee schedules within the two subsequent
fiscal years. The appropriations limit for a local government may be
overridden by referendum under certain conditions for up to four years at a
time. With respect to the State, 50% of any excess revenues is to be
distributed to K-12 school and community college districts (collectively,
K-14 districts) and the other 50% is to be refunded to taxpayers.
In the years immediately following enactment, very few California
governmental entities operated near their appropriations limit. In the
mid-to-late 1980's, many entities were at or approaching their limit, and
several successfully obtained voter approval for four-year waivers of the
limit. Since Proposition 111, the appropriations limit has again ceased to
be a practical limit on California governments, but this condition may
change in the future. During FY 1986-87, State receipts from proceeds of
taxes exceeded its appropriations limit by $1.138 billion, which was
returned to taxpayers. Since that time, appropriations subject to
limitation were under the State limit. The 1996-97 Governor's Budget
proposal estimates State appropriations will be more than $6.4 billion
under the limit for FY 1995-96 and over $9.2 billion under the limit for FY
1996-97.
   OBLIGATIONS OF THE STATE OF CALIFORNIA
As of December 31, 1995, the State had approximately $18.3 billion of
general obligation bonds outstanding, and $2.9 billion remained authorized
but unissued. In addition, at June 30, 1995, the State had lease-purchase
obligations, payable from the State's General Fund, of approximately $5.6
billion. State voters will have $5.0 billion of new bond authorizations on
the March 26, 1996 ballot, and additional bonds may be placed on the
November 5, 1996 ballot. Of the State's outstanding general obligation
debt, approximately 21% is presently self-liquidating (for which program
revenues are anticipated to be sufficient to reimburse the General Fund for
debt service payments). In FY 1994-95, debt service on general obligation
bonds and lease-purchase debt was approximately 5.3% of General Fund
revenues. The State has paid the principal of and interest on its general
obligation bonds, lease-purchase debt, and short-term obligations when due.
ECONOMY
The State's economy is the largest among the 50 states and one of the
largest in the world. The State's population grew by 27% in the 1980s and,
at over 32 million, it now represents over 12% of the total U.S.
population. Total personal income in the State, at an estimated $703
billion in 1994, accounts for more than 12% of all personal income in the
nation. Total employment in 1994 was over 14 million, the majority of which
is in the service, trade, and manufacturing sectors.
From mid-1990 to late 1993, the State suffered a recession with the worst
economic, fiscal and budget conditions since the 1930s. Construction,
manufacturing (especially aerospace), and financial services, among others,
were all severely affected, particularly in Southern California. Job losses
were the worst of any post-war recession. Employment levels stabilized by
late 1993 and steady growth occurred since the start of 1994; pre-recession
job levels are expected to be reached in 1996. Unemployment, while higher
than the national average, came down significantly from the January 1994
peak of 10%. Economic indicators show a steady recovery underway in
California since the start of 1994, although the residential housing sector
has been weaker than in previous recoveries. Any delay or reversal of the
economic recovery may cause a recurrence of revenue shortfalls for the
State.
RECENT STATE FINANCIAL RESULTS
The principal sources of State General Fund revenues in 1994-95 were the
California personal income tax (43% of total revenues), the sales tax
(34%), bank and corporation taxes (13%), and the gross premium tax on
insurance (3%). The State maintains a     Special Fund for Economic
Uncertainties (the SFEU), derived from General Fund revenues, as a reserve
to meet cash needs of the General Fund, but which is required to be
replenished as soon as sufficient revenues are available. Year-end balances
in the SFEU are included for financial reporting purposes in the General
Fund balance. In recent years (but not in the past three years, as the
recession has cut revenues), the State has budgeted to maintain the SFEU at
around 3% of General Fund expenditures.
Throughout the 1980s, State spending increased rapidly as the State
population and economy also grew rapidly, including many assistance
programs to local governments, which were constrained by Proposition 13 and
other laws. The largest State program is assistance to local public school
districts. In 1988, an initiative (Proposition 98) was enacted which
(subject to suspension by a 2/3 vote of the Legislature and the Governor)
guarantees local school districts and community college districts a minimum
share of State General Fund revenues (currently about 35%).
Since the start of FY1990-91, the State faced adverse economic, fiscal, and
budget conditions. The economic recession seriously affected State tax
revenues. It also caused increased expenditures for health and welfare
programs. The State is also facing a structural imbalance in its budget
with the largest programs supported by the General Fund (education, health,
welfare and corrections) growing at rates significantly higher than the
growth rates for the principal revenue sources of the General Fund. These
structural concerns will continue in future years; in particular, it is
anticipated that there will be a need to increase capital and operating
costs of the correctional system in response to a "Three Strikes" law
enacted in 1994 which mandates life imprisonment for certain felony
offenders.
   RECENT BUDGETS. As a result of these factors, among others, from the
late 1980s until 1992-93 the State had a period of nearly chronic budget
imbalance, with expenditures exceeding revenues in four out of six years,
and the State accumulated and sustained a budget deficit in the SFEU
approaching $2.8 billion at its peak at June 30, 1993. Starting in FY
1990-91 and for each year thereafter, each budget required multibillion
dollar actions to bring projected revenues and expenditures into balance
and to close large "budget gaps" which were identified. The Legislature and
Governor eventually agreed on a number of different steps to produce Budget
Acts in the years 1991-92 to 1994-95, including:
(medium solid bullet) significant cuts in health and welfare program
expenditures;
(medium solid bullet) transfers of program responsibilities and some
funding sources from the State to local governments, coupled with some
reduction in mandates on local government;
(medium solid bullet) transfer of about $3.6 billion in annual local
property tax revenues from cities, counties, redevelopment agencies and
some other districts to local school districts, thereby reducing state
funding for schools;
(medium solid bullet) reduction in growth of support for higher education
programs, coupled with increases in student fees;
(medium solid bullet) revenue increases (particularly in the FY 1991-92
budget), most of which were for a short duration;
(medium solid bullet) increased reliance on aid from the federal government
to offset the costs of incarcerating, educating and providing health and
welfare services to undocumented aliens (although these efforts have
produced much less federal aid than the State Administration had
requested); and
(medium solid bullet) various one-time adjustment and accounting changes.
Despite these budget actions, the effects of the recession led to large
unanticipated deficits in the SFEU, as compared to projected positive
balances. By the start of FY 1993-94, the accumulated deficit was so large
(almost $2.8 billion) that it was impractical to budget to retire it in one
year, so a two-year program was implemented, using the issuance of revenue
anticipation warrants to carry a portion of the deficit past the end of the
fiscal year. When the economy failed to recover sufficiently in 1993-94, a
second two-year plan was implemented in 1994-95, to carry the final
retirement of the deficit into 1995-96.
The combination of stringent budget actions cutting State expenditures and
the turnaround of the economy by late 1993 finally led to the restoration
of positive financial results. While General Fund revenues and expenditures
were essentially equal in FY 1992-93 (following two years of excess
expenditures over revenues), the General Fund had positive operating
results in FY 1993-94 and FY 1994-95, which have reduced the accumulated
budget deficit to around $600 million as of June 30, 1995. The 1996-97
Governor's Budget projects complete elimination of the deficit by June 30,
1996.
A consequence of the accumulated budget deficits in the early 1990s,
together with other factors such as disbursement of funds to local school
districts "borrowed" from future fiscal years and hence not shown in the
annual budget, was to significantly reduce the State's cash resources
available to pay its ongoing obligations. When the Legislature and the
Governor failed to adopt a budget for FY 1992-93 by July 1, 1992, which
would have allowed the State to carry out its normal annual cash flow
borrowing to replenish its cash reserves, the State Controller was forced
to issue approximately $3.8 billion of registered warrants (IOUs) over a
2-month period to pay a variety of obligations representing prior years'
(or continuing) appropriations and mandates from court orders. Available
funds were used to make constitutionally-mandated payments, such as debt
service on bonds and warrants.
The State's cash condition became so serious in late spring of 1992 that
the State Controller was required to issue revenue anticipation warrants
maturing in the following fiscal year in order to pay the State's
continuing obligations. The State was forced to rely increasingly on
external debt markets to meet its cash needs, as a succession of notes and
warrants (both forms of short-term cash flow financing) often needed to pay
previously-maturing notes or warrants, were issued in the period from June
1992 to July 1994. These borrowings were used also in part to spread out
the repayment of the accumulated budget deficit over the end of the fiscal
year.
The State issued $7.0 billion of short-term debt in July 1994 to meet its
cash flow needs and to finance the deferral of part of its accumulated
deficit to FY 1995-96. In order to assure repayment of $4.0 billion of this
borrowing which matures on April 25, 1996, the State enacted legislation
(the Trigger Law) which would lead to automatic, across-the-board budget
cuts in General Fund expenditures if cash flow projections made at certain
times deteriorated from estimates made in July 1994 when the borrowings
were made. The State's cash position remained favorable enough during FY
1994-95 that the State Controller determined that no automatic budget cuts
were needed in that year.
CURRENT BUDGET. For the first time in four years, the State entered FY
1995-96 with strengthening revenues based on an improving economy. The
major feature of the Governor's proposed Budget, a 15% phased cut in
personal income and business taxes, was rejected by the Legislature.
The 1995-96 Budget Act was signed by the Governor on August 3, 1995, 34
days after the start of the fiscal year. The Budget Act projected General
Fund revenues and transfers of $44.1 billion, a 3.5% increase from the
prior years. Expenditures were budgeted at $43.4 billion, a 4% increase.
The Department of Finance projected that, after repaying the last of the
carryover budget deficit, there would be a positive balance of less than
$30 million in the SFEU at June 30, 1996.
The Department of Finance projected cash flow borrowings in FY 1995-96
would be the smallest in many years, comprising about $2 billion of notes
to be issued in April 1996, and maturing by June 30, 1996. With full
payment of $4 billion of revenue anticipation warrants on April 25, 1996,
the Department saw no further need for borrowing over the end of the fiscal
year. The Department projected that available internal cash resources to
pay State obligations would be about $1.9 billion at June 30, 1996. On
October 15, 1995, the State Controller, in the last step in the Trigger Law
process, reported that projected cash resources in the General Fund during
FY 1995-96 would be large enough to again avoid the need for any automatic
budget cuts. However, the Controller estimated that the State's cash
position on June 30, 1996 would be about $500 million less than estimated
by the Department of Finance.
The principal features of the 1995-96 Budget Act, in addition to those
noted above, were additional cuts in health and welfare expenditures (some
of which are subject to approvals or waivers by the federal government);
assumed further federal aid for illegal immigrant costs; and an increase in
per-pupil funding for public schools and community colleges, the first such
significant increase in four years.
The Governor's Proposed Budget for FY 1996-97 (the Governor's Budget),
released on January 10, 1996, updated financial projections for the current
year. With the improved economic conditions, the Department of Finance
projects $45.0 billion of General Fund revenues, and expenditures are
projected to increase to $44.2 billion for FY 1995-96. The net results are
projected to leave a budget reserve in the SFEU of about $40 million at
June 30, 1996, thus finally repaying the accumulated deficits of the
recession years.
The Governor's Budget proposes General Fund spending in 1996-97 of $45.2
billion, with revenues of $45.6 billion, leaving a budget reserve in the
SFEU of about $400 million. The Governor has again proposed a three-year
phased 15% reduction of personal income and corporate tax rates. The
Governor"s Budget also assumes implementation of certain
previously-approved cuts in health and welfare costs, adoption of further
cuts in welfare payments, and receipt of new federal aid for illegal
immigrant costs. The Governor's Budget proposes increased expenditures for
K-12 school aid, higher education, and corrections. The Governor's Budget
projects annual cash flow borrowing of about $3.2 billion.
The State's financial difficulties for the past budget years and other
factors noted above will result in continued pressure upon almost all local
governments, especially those which depend on State aid, such as school
districts and counties. While recent budgets included both permanent tax
increases and actions to reduce costs of state government over the longer
term, the Governor and other analysts have noted that structural imbalances
still exist, and there can be no assurance that the State will not face
budget gaps in the future.    
State general obligation bonds are currently rated "A1" by Moody's, "A" by
Fitch Investors Service, Inc., and "A" by S&P. There can be no assurance
that such ratings will be maintained in the future. All three of these
ratings were reduced from "AAA" levels since late 1991.
OBLIGATIONS OF OTHER CALIFORNIA ISSUERS
STATE ASSISTANCE. Property tax revenues received by local governments
declined more than 50% following passage of Proposition 13. Subsequently,
the State's Legislature enacted measures to provide for the redistribution
of the State's General Fund surplus to local agencies; the reallocation of
certain State revenues to local agencies; and the assumption of certain
governmental functions by the State to assist municipal issuers to raise
revenues. Total local assistance from the State's General Fund totaled
approximately $29.1 billion in FY 1993-94 (about 70% of General Fund
expenditures) and has been budgeted at $30.5 billion for FY 1994-95,
including the effect of implementing reductions in certain aid programs. To
reduce State General Fund support for school districts, the 1992-93 and
1993-94 Budget Acts caused local governments to transfer $3.8 billion of
property tax revenues to school districts, representing reversal of the
post-Proposition 13 "bailout" aid.
To the extent the State should be constrained by its Article XIIIB
appropriations limit, or its obligation to conform to Proposition 98, or
other considerations, the absolute level, or the rate of growth, of State
assistance to local governments may continue to be reduced. Any such
reductions in State aid could compound the serious fiscal constraints
already experienced by many local governments, particularly counties. At
least one rural county (Butte) publicly announced that it might enter
bankruptcy proceedings in August 1990, although such plans were put off
after the Governor approved legislation to provide additional funds for the
county.    Other counties have also indicated that their budgetary
condition is extremely grave. At the start of FY 1995-96, Los Angeles
County (L.A. County), the largest county in the State, faced a nominal $1.2
billion gap in its $12 billion budget, half of which was in the L.A. County
health care system. The gaps were closed only with significant cuts in
services and personnel, particularly in the health care system, federal
aid, and transfer of some funds from other local governments to the L.A.
County pursuant to special legislation. L.A. County's debt was downgraded
by Moody's and S&P in the summer of 1995. A school district (Richmond
Unified) filed for protection under bankruptcy laws several years ago, but
the petition was later dismissed; other school districts have indicated
financial stress, although none has threatened bankruptcy.
ORANGE COUNTY. On December 6, 1994, Orange County, California (Orange
County), together with its pooled investment funds (the Pools) filed for
protection under Chapter 9 of the federal Bankruptcy Code, after reports
that the Pools had suffered significant market losses in their investments,
causing a liquidity crisis for the Pools and Orange County. More than 200
other public entities, most but not all located in Orange County, were also
depositors in the Pools. Orange County estimated the Pools' losses at
approximately $1.7 billion, or 22% of its initial deposits of approximately
$7.5 billion. Many of the entities which kept money in the Pools (Pool
participants), including Orange County, faced cash flow difficulties,
suffered ratings adjustments, and implemented cuts in personnel and
programs. Some obligations of Orange County and certain other Pool
participants had technical defaults, or were rescheduled. The Bankruptcy
Court has approved a settlement agreement between Orange County and most of
the other Pool participants which provided about 80% (90% in the case of
school districts) return of cash invested, with the balance to be repaid
over time, including from potential recoveries in lawsuits. Orange County
has implemented a financial recovery plan which includes significant
personnel cuts, and refinancing of current debts using new funds
transferred to Orange County from certain other local governments pursuant
to special legislation adopted in late 1995.
The State has no obligation with respect to any obligations or securities
of Orange County or any of the other Pool participants. However, the State
may be obligated to intervene to ensure that school districts have
sufficient funds to operate, or to maintain certain Orange
County-administered State programs. As of January 1, 1996, no school
districts which were Pool participants had become insolvent.    
ASSESSMENT BONDS. Municipal obligations which are assessment bonds or
Mello-Roos bonds may be adversely affected by a general decline in real
estate values or a slowdown in real estate sales activity. In many cases,
such bonds are secured by land which is undeveloped at the time of issuance
but anticipated to be developed within a few years after issuance. In the
event of such reduction or slowdown, such development may not occur or may
be delayed, thereby increasing the risk of a default on the bonds. Because
the special assessments or taxes securing these bonds are not the personal
liability of the owners of the property assessed, the lien on the property
is the only security for the bonds. Moreover, in most cases the issuer of
these bonds is not required to make payments on the bonds in the event of
delinquency in the payment of assessments or taxes, except from amounts, if
any, in a reserve fund established for the bonds.
CALIFORNIA LONG-TERM LEASE OBLIGATIONS. Certain State long-term lease
obligations, though typically payable from the General Fund of the
municipality, are subject to "abatement" in the event the facility being
leased is unavailable for beneficial use and occupancy by the municipality
during the term of the lease. Abatement is not a default, and there may be
no remedies available to the holders of the certificates evidencing the
lease obligation in the event abatement occurs. The most common causes of
abatement are failure to complete construction of the facility before the
end of the period during which lease payments have been capitalized and
uninsured casualty losses to the facility (e.g., due to earthquake). In the
event abatement occurs with respect to a lease obligation, lease payments
may be interrupted (if all available insurance proceeds and reserves are
exhausted) and the certificates may not be paid when due.
Several years ago the Richmond Unified School District (District) entered
into a lease transaction in which certain existing properties of the
District were sold and leased back in order to obtain funds to cover
operating deficits. Following a fiscal crisis in which the District's
finances were taken over by a State receiver (including a brief period
under bankruptcy court protection), the District failed to make rental
payments on this lease, resulting in a lawsuit by the Trustee for the
Certificate of Participation holders. One of the defenses raised in answer
to this lawsuit was the invalidity of the original lease transaction. The
trial court upheld the validity of the District's lease, and the case has
been settled. However, any future judgment in a similar case against the
position taken by the Trustee may have implications for lease transactions
of a similar nature by other State entities.
OTHER CONSIDERATIONS. The repayment of Industrial Development Securities
secured by real property may be affected by State laws limiting foreclosure
rights of creditors. Health Care and Hospital Securities may be affected by
changes in State regulations governing cost reimbursements to health care
providers under Medi-Cal (the State's Medicaid program), including risks
related to the policy of awarding exclusive contracts to certain hospitals.
Limitations on AD VALOREM property taxes may particularly affect "tax
allocation" bonds issued by State redevelopment agencies. Such bonds are
secured solely by the increase in assessed valuation of a redevelopment
project area after the start of redevelopment activity. In the event that
assessed values in the redevelopment project decline (for example, because
of a major natural disaster such as an earthquake), the tax increment
revenue may be insufficient to make principal and interest payments on
these bonds. Both Moody's and S&P suspended ratings on State tax allocation
bonds after the enactment of Articles XIIIA and XIIIB, and only resumed
such ratings on a selective basis.
Proposition 87, approved by State voters in 1988, requires that all
revenues produced by a tax rate increase go directly to the taxing entity
which increased such tax rate to repay that entity's general obligation
indebtedness. As a result, redevelopment agencies (which, typically, are
the issuers of Tax Allocation Securities) no longer receive an increase in
tax increment when taxes on property in the project area are increased to
repay voter-approved bonded indebtedness.
Substantially all of the State is within an active geologic region subject
to major seismic activity. Any California municipal obligation held by the
fund could be affected by an interruption of revenues because of damaged
facilities or, consequently, income tax deductions for casualty losses or
property tax assessment reductions. Compensatory financial assistance could
be constrained by the inability of (i) an issuer to have obtained
earthquake insurance coverage at reasonable rates; (ii) an insurer to
perform on its contracts of insurance in the event of widespread losses; or
(iii) the federal or State government to appropriate sufficient funds
within their respective budget limitation   s.
B    ecause of the complex nature of Articles XIIIA and XIIIB of the
California Constitution (described briefly above), the ambiguities and
possible inconsistencies in their terms, and the impossibility of
predicting future appropriations or changes in population and the cost of
living, and the probability of continuing legal challenges, it is not
currently possible to determine fully the impact of Article XIIIA or
Article XIIIB, or the outcome of any pending litigation with respect to
those provisions on State obligations held by the fund or on the ability of
the State or local governments to pay debt service on such obligations.
Legislation has been or may be introduced (either in the State Legislature
or by initiative) which would modify existing taxes or other
revenue-raising measures or which either would further limit or,
alternatively, would increase the abilities of State and local governments
to impose new taxes or increase existing taxes. It is not presently
possible to predict the extent to which any such legislation will be
enacted, or if enacted, how it would affect California municipal
obligations. It is also not presently possible to predict the extent of
future allocations of State revenues to local governments or the abilities
of State or local governments to pay the interest on, or repay the
principal of, such California municipal obligations in light of future
fiscal circumstances.
   SPECIAL CONSIDERATIONS AFFECTING PUERTO RICO
The following highlights some of the more significant financial trends and
problems affecting the Commonwealth of Puerto Rico (the Commonwealth or
Puerto Rico) and is based on information drawn from official statements and
prospectuses relating to the securities offerings of Puerto Rico, its
agencies and instrumentalities, available as of the date of this SAI. FMR
has not independently verified any of the information contained in such
official statements, prospectuses, and other publicly available documents,
but it is not aware of any fact which would render such information
materially inaccurate. 
The economy of Puerto Rico is closely integrated with that of the United
States. In fiscal 1994, trade with the United States accounted for
approximately 87% of Puerto Rico's exports and approximately 67% of its
imports. In this regard, Puerto Rico experienced a $4.3 billion positive
adjusted merchandise trade balance in fiscal 1994.
Since fiscal 1985, personal income, both aggregate and per capita, have
increased consistently each fiscal year. In fiscal 1994, aggregate personal
income was $25.7 billion and personal income per capita was $7,047. Gross
domestic product in fiscal year 1991, 1992, 1993, 1994, and 1995 was $22.8
billion, $23.7 billion, $25.2 billion, $26.6 billion, and $28.3 billion,
respectively. For fiscal 1996, an increase in gross product of 2.7% over
fiscal 1995 is forecasted. However, actual growth in the Puerto Rico
economy will depend on several factors, including the state of the U.S.
economy, the exchange rate for the U.S. dollar, increases in exports and
visitors to the Commonwealth, the price stability of oil imports, the level
of federal transfers, and the cost of borrowing. Due to uncertainties with
respect to these factors, there is no assurance that the economy of Puerto
Rico will continue to grow.
Puerto Rico's economy continued to expand throughout the five year period
from fiscal 1990 through fiscal 1994. While trends in the Puerto Rico
economy generally follow those of the United States, Puerto Rico did not
experience a recession in 1991. This was primarily because of low oil
prices, low interest rates, and Puerto Rico's strong manufacturing base,
which has a large component of non-cyclical industries. Other factors in
the continued expansion included Commonwealth-sponsored economic
development programs, stable prices of oil imports, low exchange rates for
the U.S. dollar, the level of federal transfers, and the relatively low
cost of borrowing funds during that period.
Puerto Rico has made marked improvements in fighting unemployment.
Nonetheless, although unemployment is at relatively low historical levels
for the Commonwealth, it remains above the U.S. average. The unemployment
rate declined from 16.0% to 13.8% from fiscal 1994 to fiscal 1995. As of
October 1995, the unemployment rate stood at 15.0%. Despite this relative
downturn, there is a possibility that the unemployment rate will increase
if there are changes in factors that directly impact the economy of Puerto
Rico.
The economy of Puerto Rico has undergone a transformation in the later half
of this century from one centered around agriculture to one dominated by
the manufacturing and service industries. Manufacturing is the cornerstone
of Puerto Rico's economy and accounted for $16.3 billion or 41.5% of gross
domestic product in fiscal 1994. However, manufacturing has experienced a
basic change over the years as a result of the influx of higher wage, high
technology industries such as pharmaceuticals, electronics, computers,
microprocessors, scientific instruments, and high technology machinery. The
service sector, which includes wholesale and retail trade, finance and real
estate, ranks second in its contribution to gross domestic product and is
the economic sector that employs the greatest number of people. In fiscal
1994, the service sector generated $15 billion in gross domestic product
and employed over 478,000 people. The government sector of the Commonwealth
also plays an important role in the economy of the island. In fiscal 1994,
the government accounted for $4.1 billion of Puerto Rico's gross domestic
product and provided 22.2% of total employment. Tourism also contributed
significantly to the island economy and total visitor expenditures amounted
to $1.8 billion in fiscal 1995.
Much of the development of the manufacturing sector of the economy of
Puerto Rico is attributable to federal and Commonwealth tax incentives,
most notably section 936 of the Internal Revenue Code of 1986, as amended
(Section 936), and the Commonwealth's Industrial Incentives Program.
Section 936 currently grants U.S. corporations that meet certain criteria
and elect its application a credit (the Section 936 credit) against their
U.S. corporate income tax on the portion of the tax attributable to (i)
income derived from the active conduct of a trade or business in Puerto
Rico (active business income) or from the sale or exchange of substantially
all of the assets used in the active conduct of such trade or business and
(ii) qualified possession source investment income. The Industrial
Incentives Program, through the 1987 Industrial Incentives Act, grants
corporations engaged in certain qualified activities a fixed 90% exemption
from Commonwealth income and property taxes and a 60% exemption from
municipal license taxes.
Pursuant to amendments to the Internal Revenue Code (the Code) for taxable
years commencing after 1993, two alternative limitations apply to the
Section 936 credit against active business income and sale of assets
income, as previously described. The first option limits the credit against
such income to 40% of the credit allowable previous to the amendments of
1993, with a five-year phase-in period starting at 60% of the current
allowable credit (the Percentage Limitation). The second option limits the
allowable credit to the sum of (i) 60% of qualified compensation paid to
employees (as defined in the Code), (ii) a specified percentage of
depreciation deductions, and (iii) a portion of the Puerto Rico income
taxes paid by the Section 936 corporation, up to a 9% effective tax rate
(the Economic Activity Limitation).
On November 17, 1995, the U.S. Congress adopted, as part of its larger
federal income tax legislative package, a ten-year phase-out of the current
Section 936 credit for companies that are existing credit claimants and the
elimination of the credit for companies establishing new operations in
Puerto Rico and for existing companies that add a substantial new line of
business. The Section 936 credit based on the Economic Activity Limitation
will continue as under current law without change until tax years beginning
in 2002, during which years a corporation's possession business income will
be subject to a cap based on its possession income for an average adjusted
base period. The credit based on the Percentage Limitation will continue as
under current law until tax years beginning in 1998. In that year and
thereafter, the credit based on the Percentage Limitation will be 40%, but
the possession business income will be subject to a cap based on a
corporation's possession income for an average adjusted base period. The
Section 936 credit is eliminated entirely for taxable years beginning in
2006. However, the credit granted to qualified possession source investment
income is eliminated for taxable years beginning after December 31, 1995. 
President Clinton vetoed the legislation submitted by the U.S. Congress on
December 7, 1995. The Administration has proposed a modification to the
Section 936 credit that would phase out the credit based on the Percentage
Limitation over a five year period beginning in 1997, retain the credit
based upon the Economic Activity Limitation under current law, allow a
five-year carry forward of excess Section 936 credit based upon the
Economic Activity Limitation, and retain the Section 936 credit granted to
qualified possession source investment income under current law.
The Governor of Puerto Rico has proposed to the U.S. Congress a
modification of the total elimination of the Section 936 credit by offering
qualifying companies the option of the existing Section 936 credit, as
amended by the U.S. House of Representatives proposal, or a new incentive
program, to be available throughout the United States, including Puerto
Rico. The proposal would provide such companies a credit based on
qualifying wages paid, other wage-related expenses such as fringe benefits,
depreciation expenses for certain tangible assets, research and development
expenses, and passive investment income from qualifying investments in the
subject jurisdiction, so long as the company's employees are in an
"economically developing" jurisdiction in which prevailing per capita
income is substantially below the national average, among other things. The
credit granted to qualifying companies would continue in effect until the
jurisdiction shows, among other things, substantial economic improvement in
terms of the specified economic parameters. The Governor's proposal is not
currently included in either the legislation adopted by the U.S. Congress
on November 17, 1995 or in the Administration's proposal. It is not
possible at this time to determine the final legislative changes that may
be made to Section 936 or the effect that this will have on the long-term
outlook for the economy of Puerto Rico.    
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the
management contract. If FMR grants investment management authority to the
sub-advisers (see the section entitled Management Contracts), the
sub-advisers are authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and, for equity funds, arrangements for
payment of fund expenses. Generally, commissions for investments traded on
foreign exchanges will be higher than for investments traded on U.S.
exchanges and may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; and effect securities transactions and perform
functions incidental thereto (such as clearance and settlement). The
selection of such broker-dealers generally is made by FMR (to the extent
possible consistent with execution considerations), in accordance with a
ranking of broker-dealers determined periodically by FMR's investment staff
(for equity funds), and is based upon the quality of research and execution
services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause a
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the 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 Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services (FBS), subsidiaries of FMR
Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. From September 1992 through December 1994, FBS operated
under the name Fidelity Brokerage Services Limited, Inc. (FBSL). As of
January 1995, FBSL was converted into an unlimited liability company and
assumed the name FBS. 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, Equity Growth, Global
Resources, Growth Opportunities, Strategic Opportunities, Equity Income,
Mid Cap, Large Cap, and Income & Growth toward payment of that 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 1994 and 1995, respectively, each fund's
portfolio turnover rates are shown in the chart below. Because a high
turnover rate increases transaction costs and may increase taxable gains,
FMR carefully weighs the anticipated benefits of short-term investing
against these consequences. An increased turnover rate may be due to a
greater volume of shareholder purchase or redemption orders, short-term
interest rate volatility and other special market conditions.
 
<TABLE>
<CAPTION>
<S>                                          <C>                          <C>              <C>             
   FUND                                         FISCAL PERIOD ENDED          1994             1995         
 
   Overseas                                     October 31                    34%              47%         
 
   Large Cap                                    November 30                  n/a               100%*       
 
   Equity Growth                                November 30                   137%             97%         
 
   Global Resources                             October 31                    125%             161%        
 
   Growth Opportunities                         October 31                    43%              39%         
 
   Strategic Opportunities                      December 31+                  228%**           142%        
 
   Mid Cap                                      November 30                  n/a               200%*       
 
   Equity Income                                November 30                   140%             80%         
 
   Income & Growth                              October 31                    202%             297%        
 
   Emerging Markets Income                      December 31                   354%**           305%        
 
   High Yield                                   October 31                    118%             112%        
 
   Strategic Income                             December 31                   104%**           193%        
 
   Government Investment                        October 31                    313%             261%        
 
   Intermediate Bond                            November 30                   68%              189%        
 
   Short Fixed-Income                           October 31                    108%             179%        
 
   High Income Municipal                        October 31                    38%              37%         
 
   Intermediate Municipal Income                November 30                   53%              53%         
 
   Short-Intermediate Municipal Income          November 30                   111%**           80%         
 
   California Municipal Income                  October 31                   n/a               100%*       
 
   New York Municipal Income                    October 31                   n/a               100%*       
 
</TABLE>
 
   * Estimated 1996 turnover rate
** Annualized
+ As of November 9, 1994, the fiscal year end for Strategic Opportunities
changed from September 30 to December 31.    
The following tables show the brokerage commissions paid by Overseas,
Equity Growth, Global Resources, Growth Opportunities, Strategic
Opportunities, Equity Income, and Income & Growth, Emerging Markets Income,
High Yield, and Strategic Income. The first table shows the total amount of
brokerage commissions paid by each fund and the total amount of brokerage
commissions paid to FBSI and FBS (formerly FBSL) for the past three fiscal
years. The second table shows the percentage of aggregate brokerage
commissions paid to and the percentage of the aggregate dollar amount of
transactions for which the fund paid brokerage commissions effected through
FBSI and FBS for the fiscal year ended 1995. The third table shows amount
of brokerage commissions paid to firms providing research and the
approximate dollar amount of the transactions on which brokerage
commissions were paid for the fiscal year ended 1995. Each of these funds
pays both commissions and spreads in connection with the placement of
portfolio transactions; FBSI and FBS are paid on a commission basis. The
difference between the percentage of brokerage commissions paid to and the
percentage of the dollar amount of transactions effected through FBSI is a
result of the low commission rates charged by FBSI. The other funds paid no
brokerage commissions for the fiscal years ended 1993 through 1995.
 
<TABLE>
<CAPTION>
<S>                              <C>                     <C>                   <C>                  <C>                 
                                    FISCAL PERIOD
          TOTAL
                TO FBSI              TO FBS           
                                    ENDED                   AMOUNT PAID                                                 
 
   OVERSEAS                         October 31                                                                          
 
   1995                                                      $ 1,420,464           $ 5,926              $ 142,450       
 
   1994                                                       1,601,660             685                  0              
 
   1993                                                       500,186               800                  0              
 
   EQUITY GROWTH                    November 30                                                                         
 
   1995                                                       2,185,589             862,434              2,034          
 
   1994                                                       2,086,370             729,903              0              
 
   1993                                                       915,767               362,158              0              
 
   GLOBAL RESOURCES                 October 31                                                                          
 
   1995                                                       947,646               243,517              0              
 
   1994                                                       630,752               195,272              0              
 
   1993                                                       147,017               41,286               0              
 
   GROWTH OPPORTUNITIES             October 31                                                                          
 
   1995                                                       6,189,975             1,793,388            9,682          
 
   1994                                                       3,589,080             1,368,574            0              
 
   1993                                                       2,583,165             899,767              0              
 
   STRATEGIC OPPORTUNITIES          December 31                                                                         
 
   1995                                                       1,138,485             217,580              0              
 
   10/1/94-12/31/94                                           403,617               70,465               96             
 
   10/1/93-9/30/94                                            1,166,854             151,233              0              
 
   1993                                                       1,068,788             103,206              0              
 
   EQUITY INCOME                    November 30                                                                         
 
   1995                                                       1,410,440             549,549              7,528          
 
   1994                                                       827,499               290,182              0              
 
   1993                                                       557,493               126,832              0              
 
   INCOME & GROWTH                  October 31                                                                          
 
   1995                                                       8,952,888             2,249,157            122,777        
 
   1994                                                       7,338,038             1,104,577            0              
 
   1993                                                       2,998,137             796,821              0              
 
   HIGH YIELD                       October 31                                                                          
 
   1995                                                       123,145               3,958                0              
 
   1994                                                       0                     0                    0              
 
   1993                                                       0                     0                    0              
 
   EMERGING MARKETS INCOME          December 31                                                                         
 
   1995                                                       11,820                0                    0              
 
   1994                                                       0                     0                    0              
 
   STRATEGIC INCOME                 December 31                                                                         
 
   1995                                                       152                   0                    0              
 
   1994                                                       0                     0                    0              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                    <C>                     <C>                   <C>                        <C>                   <C>      
                          FISCAL PERIOD          % OF                 % OF                      % OF                 % OF       
                          ENDED 1995              COMMISSIONS         TRANSACTIONS            COMMISSIONS          TRANSACTIONS    
                                                  PAID TO FBSI        EFFECTED THROUGH          PAID TO FBS           EFFECTED
                                                                   
    
   FBSI                                             FBS    
 
   OVERSEAS               October 31               0.42%                 1.27%                      10.03%              12.77%     
 
   EQUITY GROWTH           November 30              39.46%                49.20%                     0.09%              0.04%     
 
   GLOBAL RESOURCES        October 31               25.70%                40.78%                     0%                    0%    
 
   GROWTH 
OPPORTUNITIES              October 31               28.97%                42.88%                     0.16%              0.09%     
 
   STRATEGIC 
OPPORTUNITIES              December 31              19.11%                28.36%                     0%                    0%      
 
   EQUITY INCOME           November 30              38.96%                51.92%                     0.53%              0.23%     
 
   INCOME & GROWTH         October 31               25.12%                36.76%                     1.37%                 1.20%    
 
   EMERGING MARKETS 
INCOME                     December 31              0%                    0%                         0%                    0%     
 
   STRATEGIC INCOME        December 31              0%                    0%                         0%                    0%     
 
   HIGH YIELD              October 31               3.21%                 7.48%                      0%                    0%      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                              <C>                     <C>                            <C>                             
                                    FISCAL PERIOD          AMOUNT PAID TO FIRMS           TOTAL AMOUNT OF              
                                    ENDED 1995              PROVIDING RESEARCH*            TRANSACTIONS ON WHICH        
                                                                                           COMMISSIONS WERE PAID        
 
   OVERSEAS                         October 31               $ 1,236,730                    $ 473,866,633               
 
   EQUITY GROWTH                    November 30               2,074,723                      2,483,941,828              
 
   GLOBAL RESOURCES                 October 31                899,748                        503,396,441                
 
   GROWTH OPPORTUNITIES             October 31                5,830,623                      4,827,223,877              
 
   STRATEGIC OPPORTUNITIES          December 31               746,302                        681,612,409                
 
   EQUITY INCOME                    November 30               1,330,219                      1,395,245,290              
 
   INCOME & GROWTH                  October 31                8,491,571                      5,171,123,405              
 
   STRATEGIC INCOME                 December 31               87                             196,788                    
 
   HIGH YIELD                       October 31                115,795                        42,091,477                 
 
   EMERGING MARKETS INCOME          December 31               11,579                         2,138,461                  
 
</TABLE>
 
   * The provision of research services was not necessarily a factor in the
placement of all this business with such firms.    
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
Fidelity Service Company (FSC) normally determines each class's net asset
value per share (NAV) as of the close of the New York Stock Exchange (NYSE)
(normally 4:00 p.m. Eastern time). The valuation of portfolio securities is
determined as of this time for the purpose of computing each class's NAV
and, where applicable, offering price.
GROWTH AND GROWTH & INCOME FUNDS
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the United States are valued at last sale price or,
if no sale has occurred, at the closing bid price. Most equity securities
for which the primary market is outside the United States are valued using
the official closing price or the last sale price in the principal market
in which they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or last bid price normally is used.
Fixed-income securities and other assets for which market quotations are
readily available may be valued at market values determined by such
securities' most recent bid prices (sales prices if the principal market is
an exchange) in the principal market in which they normally are traded, as
furnished by recognized dealers in such securities or assets. Fixed-income
securities and convertible securities may also be valued on the basis of
information furnished by a pricing service that uses a valuation matrix
which incorporates both dealer-supplied valuations and electronic data
processing techniques. Use of pricing services has been approved by the
Board of Trustees. A number of pricing services are available, and the
Trustees, on the basis of an evaluation of these services, may use various
pricing services or discontinue the use of any pricing service. 
Short-term securities are valued either at amortized cost or at original
cost plus accrued interest, both of which approximate current value.
Futures contracts and options are valued on the basis of market quotations,
if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currencies into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then that security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
TAXABLE NON-GOVERNMENT AND INTERNATIONAL INCOME FUNDS
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Fixed-income securities and other
assets for which market quotations are readily available may be valued at
market values determined by such securities' most recent bid prices (sales
prices if the principal market is an exchange) in the principal market in
which they normally are traded, as furnished by recognized dealers in such
securities or assets.
Fixed-income securities may also be valued on the basis of information
furnished by a pricing service that uses a valuation matrix which
incorporates both dealer-supplied valuations and electronic data processing
techniques. Use of pricing services has been approved by the Board of
Trustees. A number of pricing services are available, and the Trustees, on
the basis of an evaluation of these services, may use various pricing
services or discontinue the use of any pricing service. 
Short-term securities are valued either at amortized cost or at original
cost plus accrued interest, both of which approximate current value.
Most equity securities for which the primary market is the United States
are valued at last sale price or, if no sale has occurred, at the closing
bid price. Most equity securities for which the primary market is outside
the United States are valued using the official closing price or the last
sale price in the principal market in which they are traded. If the last
sale price (on the local exchange) is unavailable, the last evaluated quote
or last bid price normally is used.
Futures contracts and options are valued on the basis of market quotations,
if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currencies into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then that security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
TAXABLE GOVERNMENT INCOME FUNDS
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Fixed-income securities and other
assets for which market quotations are readily available may be valued at
market values determined by such securities' most recent bid prices (sales
prices if the principal market is an exchange) in the principal market in
which they normally are traded, as furnished by recognized dealers in such
securities or assets.
Fixed-income securities may also be valued on the basis of information
furnished by a pricing service that uses a valuation matrix which
incorporates both dealer-supplied valuations and electronic data processing
techniques. Use of pricing services has been approved by the Board of
Trustees. A number of pricing services are available, and the Trustees, on
the basis of an evaluation of these services, may use various pricing
services or discontinue the use of any pricing service. 
Short-term securities are valued either at amortized cost or at original
cost plus accrued interest, both of which approximate current value.
Futures contracts and options are valued on the basis of market quotations,
if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currencies into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then that security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
MUNICIPAL FUNDS
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Fixed-income securities may also be
valued on the basis of information furnished by a pricing service that uses
a valuation matrix which incorporates both dealer-supplied valuations and
electronic data processing techniques. Use of pricing services has been
approved by the Board of Trustees. A number of pricing services are
available, and the Trustees, on the basis of an evaluation of these
services, may use various pricing services or discontinue the use of any
pricing service. 
Futures contracts and options are valued on the basis of market quotations,
if available.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
PERFORMANCE
Each class of shares may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of shares when redeemed may be more or less than their original cost.
YIELD CALCULATIONS. Yields for a class are computed by dividing the class's
pro rata share of the applicable interest and dividend income, if any, for
a given 30-day or one-month period, net of expenses, by the average number
of shares of that class entitled to receive distributions during the
period, dividing this figure by the class's net asset value (NAV) or
offering price, as appropriate, at the end of the period, and annualizing
the result (assuming compounding of income) in order to arrive at an annual
percentage rate. Income is calculated for purposes of yield quotations in
accordance with standardized methods applicable to all stock and bond
funds. Dividends from equity investments are treated as if they were
accrued on a daily basis, solely for the purposes of yield calculations. In
general, interest income is reduced with respect to bonds trading at a
premium over their par value by subtracting a portion of the premium from
income on a daily basis, and is increased with respect to bonds trading at
a discount by adding a portion of the discount to daily income. For a
fund's investments denominated in foreign currencies, income and expenses
are calculated first in their respective currencies, and are then converted
to U.S. dollars, either when they are actually converted or at the end of
the 30-day or one month period, whichever is earlier. Capital gains and
losses generally are excluded from the calculation as are gains and losses
from currency exchange rate fluctuations.
Income 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 to equal a 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, if applicable, state tax
rate. If only a portion of a class's yield is tax-exempt, only that portion
is adjusted in the calculation.
The following tables show the effect of a shareholder's tax status on
effective yield under federal and, where applicable, state income tax laws
for 1996. It shows the approximate yield a taxable security must provide at
various income brackets to produce after-tax yields equivalent to those of
hypothetical tax-exempt obligations yielding from 2.00% to 8.00%. Of
course, no assurance can be given that a class will achieve any specific
tax-exempt yield. While the municipal funds invest principally in
obligations whose interest is exempt from federal or from federal and state
income tax, other income received by the funds may be taxable. 
EXPECTED 1996 TAX RATES AND TAX-EQUIVALENT YIELDS
 
<TABLE>
<CAPTION>
<S>   <C>   <C>   <C>                                  <C>     <C>     <C>     <C>     <C>     <C>     
                  If individual tax-exempt yield is:                                                   
 
                  2.00%                                3.00%   4.00%   5.00%   6.00%   7.00%   8.00%   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>         <C>                                 <C>   <C>   <C>   <C>   <C>   <C>   
Taxable Income*                  Federal                                                                             
                                 Income                                                                              
                                 Tax                                                                                 
 
Single Return     Joint Return   Bracket**   Then taxable equivalent yield is:                                       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>         <C>         <C>        <C>    <C>    <C>    <C>     <C>    <C>          <C>              <C>            
$ 0 -          $ 24,000    $ 0 -       $ 40,100   15.0%  2.35%  3.53%  4.71%   5.88%  7.06%        8.24%            9.41%           
 
$ 24,001 -     $ 58,150    $ 40,101 -  $ 96,900   28.0%  2.78%  4.17%  5.56%   6.94%  8.33%        9.72%            11.11%          
 
$ 58,151 -     $ 121,300   $ 96,901 -  $ 147,700  31.0%  2.90%  4.35%  5.80%   7.25%  8.70%        10.14%           11.59%          
 
   $ 121,301 - $ 263,750   $ 147,701 - $ 263,750  36.0%  3.13%  4.69%  6.25%   7.81%  9.38%           10.94%           12.50%       
 
   $ 236,751 -  +          $ 263,751 - +          39.6%  3.31%  4.97%  6.62%   8.28%  9.93%           11.59%           13.25%       
 
</TABLE>
 
   * Net amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.    
A federally tax-exempt fund may invest a portion of its assets in
obligations that are subject to federal income tax. When 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.
   NEW YORK MUNICIPAL INCOME ONLY
Use the first table to find your approximate effective tax bracket as a New
York State resident with triple taxes (federal, state, and New York City)
or double taxes (federal and state) for 1996.
1996 TAX RATES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                        <C>                 <C>                 <C>          <C>         <C>              <C>         
   Taxable Income*                                            Marginal Tax Rate       
 
   Single Return           Joint Return         Marginal            New York    New York    Combined            Combined           
                                                  Federal             State        City        New York         New York           
                                                  Income                                       State and        State, City        
                                                  Tax                                          Federal          and Federal       
                                                  Bracket                                      Effective        Tax                
                                                                                               Tax              Bracket**          
                                                                                               Bracket**                            
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>           <C>         <C>         <C>          <C>         <C>              <C>              <C>              <C>              
   $ 0 -      $ 24,000    $ 0 -       $ 40,100     15.0%           0%               0%               15.00%           15.00%       
 
   $ 24,001 - $ 25,000    $ 40,101 -  $ 45,000     28.0%           7.125%           4.389%           33.13%           36.29%       
 
   $ 25,001 - $ 58,150    $ 45,001 -  $ 96,900     28.0%           7.125%           4.400%           33.13%           36.30%       
 
   $ 58,151 - $ 60,000    $ 96,901 -  $ 108,000    31.0%           7.125%           4.400%           35.92%           38.95%       
 
   $ 60,001 - $ 121,300   $ 108,001 - $ 147,700    31.0%           7.125%           4.457%           35.92%       38.99%       
 
   $ 121,301 - $ 263,750  $ 147,701 - $ 263,750    36.0%           7.125%           4.457%           40.56%           43.41%       
 
   $ 263,751 - +          $ 263,751 - +            36.6%           7.125%           4.457%           43.90%           46.60%       
 
</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.
Having determined your effective tax bracket, use the appropriate table
below to determine the tax-equivalent yield for a given tax-free yield.
NEW YORK CITY RESIDENTS - TRIPLE TAXES - 1996    
 
 
 
<TABLE>
<CAPTION>
<S>       <C>             <C>             <C>             <C>             <C>             <C>             <C>             
             If your effective combined federal, state, and New York City personal income tax rate in 1996 is:     
 
             15.00%          36.29%          36.30%          38.95%          38.99%          43.41%          46.60%       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                     <C>                                                          <C>   <C>   <C>   <C>   <C>       <C>       
   To match these          Your taxable investment would have to earn the following yield:                             
   tax-free yields:         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>          <C>              <C>              <C>              <C>              <C>              <C>              <C>              
   2%            2.35%            3.14%            3.14%            3.28%            3.28%            3.53%            3.75%        
 
   3%            3.53%            4.71%            4.71%            4.91%            4.92%            5.30%            5.62%        
 
   4%            4.71%            6.28%            6.28%            6.55%            6.56%            7.07%            7.49%        
 
   5%            5.88%            7.85%            7.85%            8.19%            8.20%            8.84%            9.36%        
 
   6%            7.06%            9.42%            9.42%            9.83%            9.83%            10.60%           11.24%       
 
   7%            8.24%            10.99%           10.99%           11.47%           11.47%           12.37%           13.11%       
 
   8%            9.41%            12.56%           12.56%           13.10%           13.11%           14.14%           14.98%       
 
   9%            10.59%           14.13%           14.13%           14.74%           14.75%           15.90%           16.85%       
 
   10%           11.76%           15.70%           15.70%           16.38%           16.39%           17.67%           18.73%       
 
   11%           12.94%           17.27%           17.27%           18.02%           18.03%           19.44%           20.60%       
 
</TABLE>
 
   NEW YORK STATE RESIDENTS (OUTSIDE NYC) - DOUBLE TAXES - 1996    
 
 
 
<TABLE>
<CAPTION>
<S>       <C>                    <C>             <C>             <C>             <C>             <C>             <C>             
             If your effective combined federal and state personal income tax rate in 1996 is:    
 
             15.00%                 33.13%          33.13%          35.92%          35.92%          40.56%          43.90%       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                       <C>                                                   <C>   <C>   <C>   <C>   <C>       <C>       
   To match these            Your taxable investment would have to earn the following yield:                       
   tax-free yields:          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>          <C>              <C>              <C>              <C>              <C>              <C>              <C>              
   2%            2.35%            2.99%            2.99%            3.12%            3.12%            3.36%            3.57%        
 
   3%            3.53%            4.49%            4.49%            4.68%            4.68%            5.05%            5.35%        
 
   4%            4.71%            5.98%            5.98%            6.24%            6.24%            6.73%            7.13%        
 
   5%            5.88%            7.48%            7.48%            7.80%            7.80%            8.41%            8.91%        
 
   6%            7.06%            8.97%            8.97%            9.36%            9.36%            10.09%           10.70%       
 
   7%            8.24%            10.47%           10.47%           10.92%           10.92%           11.78%           12.48%       
 
   8%            9.41%            11.96%           11.96%           12.48%           12.48%           13.46%           14.26%       
 
   9%            10.59%           13.46%           13.46%           14.04%           14.04%           15.14%           16.04%       
 
   10%           11.76%           14.95%           14.95%           15.61%           15.61%           16.82%           17.83%       
 
   11%           12.94%           16.45%           16.45%           17.17%           17.17%           18.51%           19.61%       
 
</TABLE>
 
   The fund may invest a portion of its assets in obligations that are
subject to city, state or federal income taxes. When the fund invests in
these obligations, its tax-equivalent yield will be lower. In the table
above, the tax-equivalent yields are calculated assuming investments are
100% federally and state tax-free.
CALIFORNIA MUNICIPAL INCOME ONLY
Use the first table to find your approximate effective tax bracket taking
into account federal and state taxes for 1996.
1996 TAX RATES AND TAX-EQUIVALENT YIELDS    
 
 
 
<TABLE>
<CAPTION>
<S>                      <C>   <C>              <C>   <C>                     <C>                    <C>                            
   Taxable Income*                                       Federal Income          State                  Combined California         
                                                                                                        and Federal Effective       
 
   Single Return                  Joint Return           Tax Bracket             Marginal Rate          Tax Bracket**               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                <C>                   <C>                <C>             <C>             <C>              
   $ 0  -                $ 4,831            $ 0  -                $ 9,662             15.0%           1.0%            15.85%       
 
   $ 4,832  -            $ 11,449           $ 9,663  -            $ 22,898            15.0%           2.0%            16.70%       
 
   $ 11,450  -           $ 18,068           $ 22,899  -           $ 36,136            15.0%           4.0%            18.40%       
 
   $ 18,069  -           $ 24,000           $ 36,137  -           $ 40,100            15.0%           6.0%            20.10%       
 
   $ 24,001  -           $ 25,083           $ 40,101  -           $ 50,166            28.0%           6.0%            32.32%       
 
   $ 25,084  -           $ 31,700           $ 50,167  -           $ 63,400            28.0%           8.0%            33.76%       
 
   $ 31,701  -           $ 58,150           $ 63,401  -           $ 96,900            28.0%           9.3%            34.70%       
 
   $ 58,151  -           $ 109,936          $ 96,901  -           $ 147,700           31.0%           9.3%            37.42%       
 
   $ 109,937  -          $ 121,300                                                    31.0%           10.0%           37.90%       
 
                                            $ 147,701  -          $ 219,872           36.0%           9.3%            41.95%       
 
   $ 121,301  -          $ 219,872          $ 219,873  -          $ 263,750           36.0%           10.0%           42.40%       
 
   $ 219,873  -          $ 263,750                                                    36.0%           11.0%           43.04%       
 
                                             $263,751  -          $ 439,744           39.6%           10.0%           45.64%       
 
   $263,751  -           +                  $ 439,745  -          +                   39.6%           11.0%           46.24%       
 
</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.
Having determined your effective tax bracket, use the following table to
determine the tax-equivalent yield for a given tax-free yield.    
 
 
 
<TABLE>
<CAPTION>
<S>  <C>     <C>     <C>     <C>      <C>      <C>      <C>     <C>       <C>      <C>      <C>      <C>      <C>     <C>       
             If your effective combined federal and state personal tax rate in 1996 is:     
 
     15.85%  16.70%  18.40%  20.10%   32.32%   33.76%   34.70%   37.42%   37.90%   41.95%   42.40%   43.04%   45.64%   46.24%       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>                                                                 <C>   <C>   <C>   <C>   <C>       <C>       
   To match           Your taxable investment would have to earn the following yield:                                              
   these                                                                                                                          
   tax-free                                                                                                                        
   yields:                                                                                                                         
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>      <C>      <C>              <C>              
   2%     2.38%  2.40%  2.45%  2.50%  2.96%  3.02%  3.06%  3.20%  3.22%  3.45%  3.47%    3.51%     3.68%            3.72%        
 
   3%     3.57%  3.60%  3.68%  3.75%  4.43%  4.53%  4.59%  4.79%  4.83%  5.17%  5.21%    5.27%     5.52%            5.58%        
 
   4%     4.75%  4.80%  4.90%  5.01%  5.91%  6.04%  6.13%  6.39%  6.44%  6.89%  6.94%    7.02%     7.36%            7.44%        
 
   5%     5.94%  6.00%  6.13%  6.26%  7.39%  7.55%  7.66%  7.99%  8.05%  8.61%  8.68%    8.78%     9.20%            9.30%        
 
   6%     7.13%  7.20%  7.35%  7.51%  8.87%  9.06%  9.19%  9.59%  9.66%  10.34% 10.42%   10.53%    11.04%           11.16%       
 
   7%     8.32%  8.40%  8.58%  8.76%  10.34% 10.57% 10.72% 11.19% 11.27% 12.06% 12.15%   12.29%    12.88%           13.02%       
 
   8%     9.51%  9.60%  9.80%  10.01% 11.82% 12.08% 12.25% 12.78% 12.88% 13.78% 13.89%   14.04%    14.72%           14.88%       
 
   9%    10.70%  10.80% 11.03% 11.26% 13.30% 13.59% 13.78% 14.38% 14.49% 15.50% 15.63%   15.80%    16.56%           16.74%       
 
   10%   11.88%  12.00% 12.25% 12.52% 14.78% 15.10% 15.31% 15.98% 16.10% 17.23% 17.36%   17.56%    18.40%           18.60%       
 
   11%   13.07%  13.21% 13.48% 13.77% 16.25% 16.61% 16.85% 17.58% 17.71% 18.95% 19.10%   19.31%    20.24%           20.46%       
 
</TABLE>
 
   The California income tax rates are those in effect for 1995, which will
be the same in 1996 except that California law requires that the brackets
be adjusted annually for inflation using 100% of the California Consumer
Price Index through June of the tax year. As of the date of this SAI, the
California Franchise Tax Board had not published the 1996
inflation-adjusted tax brackets. 
The fund may invest a portion of its assets in obligations that are subject
to state or federal income taxes. 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 and state tax-free.    
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a class's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in a class's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment over
a stated period, and then calculating the annually compounded percentage
rate that would have produced the same result if the rate of growth or
decline in value had been constant over the period. For example, a
cumulative total return of 100% over ten years would produce an average
annual total return of 7.18%, which is the steady annual rate of return
that would equal 100% growth on a compounded basis in ten years. Average
annual total returns covering periods of less than one year are calculated
by determining the class's total return for the period, extending that
return for a full year (assuming that return remains constant over the
year), and quoting the result as an annual return. While average annual
total returns are a convenient means of comparing investment alternatives,
investors should realize that performance is not constant over time, but
changes from year to year, and that average annual total returns represent
averaged figures as opposed to the actual year-to-year performance.
In addition to average annual total returns, a class may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking a
class's maximum sales charge into account. Excluding a sales charge from a
total return calculation produces a higher total return figure. Total
returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using 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 a NAV has
crossed, stayed above, or stayed below its moving average. 
   The 13-week and 39-week long-term moving averages are shown below:*
FUND          AS OF          13-WEEK          39-WEEK       
 
 
<TABLE>
<CAPTION>
<S>                                              <C>               <C>             <C>             
   Global Resources - Class A                       10/27/95          $19.91          $18.52       
 
   Global Resources - Class B                       10/27/95          19.89           18.52        
 
   Global Resources - Institutional                 10/27/95          19.92           18.53        
 
   Growth Opportunities - Class A                   10/27/95          30.47           28.28        
 
   Growth Opportunities - Institutional             10/27/95          30.52           28.30        
 
   Income & Growth - Class A                        10/27/95          15.37           14.90        
 
   Income & Growth - Institutional                  10/27/95          15.39           14.89        
 
   Overseas - Class A                               10/27/95          14.14           13.74        
 
   Overseas - Class B                               10/27/95          14.14           13.74        
 
   Overseas - Institutional                         10/27/95          14.18           13.75        
 
   High Yield - Class A                             10/27/95          11.69           11.22        
 
   High Yield - Class B                             10/27/95          11.69           11.23        
 
   High Yield - Institutional                       10/27/95          11.57           11.12        
 
   Equity Growth - Class A                          11/24/95          39.19           35.51        
 
   Equity Growth - Institutional                    11/24/95          39.69           35.91        
 
   Equity Income - Class A                          11/24/95          19.37           18.20        
 
   Equity Income - Class B                          11/24/95          19.33           18.18        
 
   Equity Income - Institutional                    11/24/95          19.49           18.28        
 
   Strategic Opportunities - Class A                12/29/95          24.01           22.32        
 
   Strategic Opportunities - Class B                12/29/95          23.71           22.07        
 
   Strategic Opportunities - Institutional          12/29/95          23.92           22.20        
 
   Strategic Opportunities - Initial                12/29/95          24.21           22.47        
 
   Emerging Market Income - Class A                 12/29/95          8.65            8.18         
 
   Emerging Market Income - Class B                 12/29/95          8.68            8.22         
 
   Emerging Market Income - Institutional           12/29/95          8.65            8.17         
 
   Strategic Income - Class A                       12/29/95          10.72           10.35        
 
   Strategic Income - Class B                       12/29/95          10.74           10.38        
 
   Strategic Income - Institutional                 12/29/95          10.74           10.36        
 
</TABLE>
 
   * Moving averages are shown for those classes that had commenced
operations prior to February 26, 1996 (the date of this SAI).
The following tables and charts show performance for each class of shares
of each fund. Class A shares have a maximum front-end sales charge of 3.50%
for Overseas, Equity Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Equity Income, and Income & Growth (the Equity
Funds); 3.50% for Emerging Markets Income, High Yield, Strategic Income,
Government Investment, New York Municipal Income, and High Income Municipal
(the Bond Funds); 2.75% for Intermediate Bond and Intermediate Municipal
Income (the Intermediate Bond Funds); and 1.50% for Short Fixed-Income and
Short-Intermediate Municipal Income (the Short Bond Funds). Class A shares
are also subject to a 12b-1 fee of 0.50% (the Equity Funds), 0.25% (the
Bond Funds and the Intermediate Bond Funds), and 0.15% (the Short-Term Bond
Funds). Class B shares have contingent deferred sales charges (CDSC) upon
redemption: maximum CDSC is 4.00% for all funds except the Intermediate
Bond Funds, which have a maximum CDSC of 3.00%. Class B shares are also
subject to a 12b-1 fee of 0.75% (the Equity Funds) or 0.65% (the Bonds
Funds and the Intermediate Bond Funds), as well as a 0.25% shareholder
services fee. Institutional Class shares do not have a sales charge or a
12b-1 fee.
HISTORICAL BOND FUND RESULTS. The following tables show yields,
tax-equivalent yields (for municipal funds), and total returns for each
class of each bond fund for the fiscal year ended 1995 for those bond funds
that had commenced operations as of February 26, 1996, the date of this
SAI. The tax-equivalent yield is based on a 36% federal income tax rate.
Note that each municipal fund may invest in securities whose income is
subject to the federal alternative minimum tax.    
 
<TABLE>
<CAPTION>
<S>       <C>       <C>       <C>                            <C>                        
                                 Average Annual Total          Cumulative Total       
                                 Returns1                       Returns1                
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>         <C>      <C>        <C>      <C>     <C>        <C>     <C>       <C>     
                         Fiscal   Yield2   Tax        One      Five    Ten        One      Five      Ten       
                         Period            Equivalen  Year     Years   Years/     Year     Years     Years/    
                         Ended             t Yield2                    Life of                      Life of    
                                                                         Fund+                       Fund+    
 
    Emerging 
Markets               12/31       9.86%    N/A        3.24%    N/A    3.15%      3.24%    N/A        5.79%      
 Income - Class A                                           
 
 Emerging 
Markets                           9.45%       N/A      2.47%   N/A     3.09%   2.47%      N/A      5.67%      
 Income - Class B                                             
 
 Emerging 
Markets                            N/A        N/A     7.11%    N/A     5.27%   7.11%      N/A      9.76%      
 Income - Institutional                                      
 
 High Yield - 
Class A               10/31       8.15%     N/A       11.03%  18.52    13.39%  11.03%   133.86%   203.26%    
                                                              % 
 
 High Yield - 
Class B                          7.78%     N/A        10.12%  18.96    13.68%  10.12%   138.20%   210.19%     
                                                              %  
 
 High Yield - 
Institutional                    N/A        N/A       14.50%  19.25    13.79%  14.50%   141.19%   212.76%    
                                                              %   
 
 Strategic Income - 
Class A               12/31    7.40%       N/A        17.75%   N/A     15.16%  17.75%   N/A       17.96%     
 
 Strategic Income - 
Class B                         6.85%     N/A         17.35%   N/A     15.43%  17.35%   N/A       18.28%     
 
 Strategic Income - 
Institutional                  N/A        N/A         22.41%     N/A    19.04% 22.41%     N/A     22.62%     
 
 Government Investment - 
Class A              10/31     5.13%     N/A          10.89%    7.63%   6.93% 10.89%    44.47%   80.56%     
 
 Government Investment - 
Class B                        4.54%     N/A          10.19%    8.03%   7.23% 10.19%    47.14%   85.15%     
 
 Government Investment -        N/A      N/A          15.03%    8.43%   7.37%  15.03%   49.85%    87.30%     
 Institutional                                                 
 
 Intermediate Bond - 
Class A              11/30     4.89%     N/A            8.36%  8.01%    8.55%  8.36%    47.00%    127.23%    
 
 Intermediate Bond - 
Class B                        4.25%     N/A            7.62%  8.35%    8.73%  7.62%    49.34%   130.84%    
 
 Intermediate Bond - 
Institutional                  5.34%     N/A            11.73% 8.91%    9.01%  11.73%   53.25%   136.88%    
 
 Short Fixed Income - 
Class A              10/31     5.21%     N/A            4.46%  6.91%    7.16%   4.46%   39.65%  75.49%     
 
 Short Fixed Income -          N/A        N/A           6.10%  7.24%    7.37%   6.10%   41.85%  78.25%     
 Institutional                                               
 
 High Income Municipal - 
Class A              10/31    5.46%      8.53%         8.56%   8.05%   9.22%    8.56%  47.30%   104.81%    
 
 High Income Municipal - 
Class B                       4.97%      7.77%         7.57%   8.40%  9.52%     7.57%  49.66%   109.48%    
 
 High Income Municipal -       N/A        N/A          12.59%  8.84%  9.71%     12.59%  52.76%    112.40%    
 Institutional                                               
 
 Intermediate 
Municipal           11/30    3.92%      6.13%         12.31%   6.08%  6.76%     12.31%  34.34%   92.42%     
 Income - Class A                                            
 
 Intermediate 
Municipal                    3.22%      5.03%         11.60%   6.43%  6.94%     11.60%  36.54%   95.57%     
 Income - Class B                                            
 
 Intermediate Municipal      4.30%      6.72%         15.44%   6.81%  7.13%     15.44%  39.01%   99.11%     
 Income - Institutional                                      
 
 Short Intermediate 11/30   3.52%      5.50%         7.74%      N/A    4.62%    7.74%   N/A       8.03%      
 Municipal Income - Class A                                  
 
 Short Intermediate          N/A        N/A          9.34%      N/A    5.53%    9.34%    N/A      9.64%      
 Municipal Income - Institutional                           
 
 New York Municipal 10/31    N/A        N/A           N/A       N/A     N/A      N/A     N/A       1.18%      
 Income - Class A                                             
 
 New York Municipal          N/A        N/A           N/A         N/A   N/A      N/A     N/A       0.65%      
 Income - Class B                                            
 
 New York Municipal          N/A        N/A           N/A         N/A   N/A      N/A     N/A       4.96%      
 Income - Institutional                                          
 
</TABLE>
 
   + Life of fund figures are from commencement of operations March 10,
1994 for Emerging Markets Income; January 5, 1987 for High Yield; January
7, 1987 for Government Investment; October 31, 1994 for Strategic Income;
September 16, 1987 for Short-Fixed Income and High Income Municipal; March
16, 1994 for Short-Intermediate Municipal Income; and August 21, 1995 for
New York Municipal Income) through each fund's 1995 fiscal year end.
1 Average annual and cumulative total returns for Class A shares include
the effect of paying Class A's maximum applicable front-end sales charge of
3.50% for Equity Funds and Bond Funds; 2.75% for the Intermediate Bond
Funds; 1.50% for the Short Bond Funds. Average annual and cumulative total
returns for Class B shares include the effect of paying Class B's
applicable CDSC upon redemption based on the following schedule: For the
Equity Funds and the Bond Funds - one year or less, 4%; greater than one
year to three years, 3%; greater than three years to four years, 2%;
greater than four years to five years, 1%; greater than five years, 0%, for
the Intermediate Bond Funds - one year or less, 3%; greater than one year
to two years, 2%; greater than two years to three years, 1%; greater than
three years, 0%. Returns prior to July 3, 1995 for Institutional Class
shares of all funds except Intermediate Bond, Intermediate Municipal
Income, and New York Municipal Income are those of each fund's Class A
shares and include the then-current Class A 12b-1 fees of either 0.25% for
Emerging Markets Income, High Yield, Strategic Income, and Government
Investment or 0.15% for Short-Fixed Income and Short-Intermediate Municipal
Income. Class A returns prior to September 10, 1992 for Intermediate Bond
and Intermediate Municipal Income are those of Institutional Class and do
not reflect Class A's then-applicable 12b-1 fees of 0.25% (the Bond Funds
and Intermediate Bond Funds). Class B returns prior to June 30, 1994 for
all funds except Intermediate Bond, Intermediate Municipal Income, and New
York Municipal Income are those of Class A shares and include the
applicable Class A 12b-1 fees discussed above. Class B returns from each
fund's commencement of operations up to September 10, 1992 for Intermediate
Bond and Intermediate Municipal Income reflect the returns of Institutional
Class, which does not have a 12b-1 fee.
2 Yields and tax-equivalent yields shown for Class A shares include the
effect of the applicable Class A front-end sales charge and 12b-1 fee.
Yields and tax-equivalent yields shown for Class B shares include the
effect of the applicable Class B 12b-1 fee, but not the CDSC.
Note: If FMR had not reimbursed certain class expenses during certain of
these periods, the yields and total returns for those periods for Emerging
Markets Income, High Yield, Strategic Income, Government Investment,
Intermediate Bond, Short Fixed-Income, High Income Municipal, Intermediate
Municipal Income, and Short-Intermediate Municipal Income would have been
lower. The table below shows what the classes yields and tax-equivalent
yields (if applicable) would have been if the class had not been in
reimbursement.    
 
<TABLE>
<CAPTION>
<S>                                          <C>              <C>                  <C>              <C>                  
                                                Class A                               Class B                            
 
   Fund                                         Yield*           Tax-
                Yield*           Tax-Equiva        
                                                                 Equivalent                            lent Yield*       
                                                                 Yield*                                                  
 
   Emerging Markets Income                      9.78%            N/A                  9.38%            N/A               
 
   Intermediate Bond                            N/A              N/A                  4.24%            N/A               
 
   Government Investment                        5.12%            N/A                  N/A              N/A               
 
   Short-Intermediate Municipal Income          3.46%            5.41%                N/A              N/A               
 
</TABLE>
 
   * See footnote 2 above.
HISTORICAL EQUITY FUND RESULTS. The following table shows the total returns
for 1995 fiscal periods ended as indicated, for those classes that had
commenced operations as of February 26, 1996, the date of this SAI.
                    Average Annual Total
          Cumulative Total
       
                       Returns1                       Returns1                
 
 
 
 
<TABLE>
<CAPTION>
<S>                                <C>         <C>        <C>          <C>                <C>          <C>          <C>          
                                    Fiscal       One         Five       Ten                One          Five        Ten            
                                    Period       Year        Years      Years/Life         Year         Years       Years/Life     
                                    Ended                               of Fund+                                    of Fund+       
 
                                         
 
 Overseas - Class A                 10/31        (3.74)%      7.99%       6.31%            (3.74)%      46.83%       40.22%        
 
 Overseas - Class B                              (4.21)%      8.61%       6.99%            (4.21)%      51.16%       45.31%        
 
 Overseas - Institutional                         0.11%        8.84%       7.06%            0.11%        52.70%       45.83%        
 
 Equity Growth - Class A            11/30        36.17%       24.51%      19.55%           36.17%       199.19%      496.35%       
 
 Equity Growth - Institutional                   42.15%       26.02%      20.27%           42.15%       217.79%      533.43%       
 
 Global Resources - Class A         10/31        7.50%        14.83%      14.60%           7.50%        99.63%       191.38%       
 
 Global Resources - Class B                      7.28%        15.51%      15.11%           7.28%        105.66%      201.64%       
 
 Global Resources -                             11.52%       15.67%      15.14%           11.52%       107.09%      202.26%       
  Institutional                 
 
 Growth Opportunities - Class A    10/31        18.58%       24.29%      20.50%           18.58%       196.64%      341.17%       
 
 Growth Opportunities -                         23.20%       25.25%      21.08%           23.20%       208.20%      358.35%       
  Institutional                     
 
 Strategic Opportunities - Class A  12/31        33.32%       15.67%      14.08%           33.32%       107.07%      273.35%       
 
 Strategic Opportunities - Class B               33.35%       16.24%      14.41%           33.35%       112.22%      284.43%       
 
 Strategic Opportunities -                      38.60%       16.57%      14.52%           38.60%       115.27%      288.12%       
  Institutional                     
 
 Equity Income - Class A            11/30        24.93%       18.96%      13.24%           24.93%       138.24%      246.59%       
 
 Equity Income - Class B                         24.95%       19.60%      13.59%           24.95%       144.74%      257.49%       
 
 Equity Income - Institutional                   30.43%       20.42%      13.93%           30.43%       153.21%      268.37%       
 
 Income & Growth - Class A           10/31        4.08%        13.63%      11.10%           4.08%        89.40%       153.18%       
 
 Income & Growth -                               8.77%        14.63%      11.66%           8.77%        97.93%       164.59%       
  Institutional                          
 
</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; January 6, 1987 for Income & Growth) through
each fund's 1995 fiscal year end.
1 Average annual and cumulative total returns for Class A shares include
the effect of paying Class A's maximum applicable front-end sales charge of
3.50% for Equity Funds and Bond Funds; 2.75% for the Intermediate Bond
Funds; 1.50% for the Short Bond Funds. Average annual and cumulative total
returns for Class B shares include the effect of paying Class B's
applicable CDSC upon redemption based on the following schedule: For the
Equity Funds and the Bond Funds - one year or less, 4%; greater than one
year to three years, 3%; greater than three years to four years, 2%;
greater than four years to five years, 1%; greater than five years, 0%, for
the Intermediate Bond Funds - one year or less, 3%; greater than one year
to two years, 2%; greater than two years to three years, 1%; greater than
three years, 0%. Returns prior to July 3, 1995 for Institutional Class
shares of all funds except Equity Growth and Equity Income are those of
each fund's Class A shares and include the then-current 12b-1 fee of 0.65%.
Class A returns prior to September 10, 1992 for Equity Growth and Equity
Income are those of the Institutional Class which does not have a 12b-1
fee. Class A returns prior to August 20, 1986 for Strategic Opportunities
reflect those of Initial Class shares, the fund's original class which does
not have a 12b-1 fee. Class B returns prior to June 30, 1994 for all funds
except Overseas, Global Resources, Strategic Opportunities and Equity
Income are those of Class A shares and include the applicable Class A 12b-1
fee. Class B returns from each fund's commencement of operations to
September 10, 1992 for Equity Growth and Equity Income reflect the returns
of the Institutional Class, which does not have a 12b-1 fee. Class B
returns for Strategic Opportunities from August 20, 1986 through June 30,
1994 reflect the performance of Class A shares, including the
then-applicable 0.65% 12b-1 fee and from December 31, 1983 through August
20, 1986 reflect the performance of Initial Class shares. Class B returns
prior to July 3, 1995 for Overseas and Global Resources reflect Class A
performance, including the then-applicable 0.65% 12b-1 fee.
Note: If FMR had not reimbursed certain class expenses during certain of
these periods, the total returns for those 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 class's return to the record of the S&P 500, the Dow
Jones Industrial Average (DJIA), 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 average of common stocks 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
those funds. Common stocks generally offer greater growth potential than
bonds, but generally experience greater price volatility, which means
greater potential for loss. In addition, common stocks generally provide
lower income than a fixed-income investment such as the bond funds. Each
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 and
including the effect of each fund's Class A maximum front-end sales charge
or Class B applicable CDSC. 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.
EQUITY GROWTH - CLASS A          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>        <C>                 <C>                    <C>             <C>           <C>           <C>              
   Period Ended  Value of    Value of              Reinvested            Total          S&P          DJIA          Cost         
   Nov. 30       Initial     Reinvested            Capital Gain          Value           500                         of           
                 $10,000     Dividend              Distributions                                                      Living*       
                 Investment  Distributions        
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>         <C>           <C>                <C>                <C>                <C>                <C>                
   1995    $ 34,658    $ 1,668           $ 23,309           $ 59,635           $ 41,199           $ 47,557           $ 14,092       
 
   1994     24,817      1,072             16,372             42,261             30,077             34,192             13,752        
 
   1993     25,670      1,109             14,823             41,602             29,766             32,779             13,376        
 
   1992     22,911      880               12,537             36,328             27,035             28,578             13,028        
 
   1991     21,127      771               8,135              30,033             22,814             24,302             12,642        
 
   1990     13,531      494               5,210              19,235             18,956             20,777             12,275        
 
   1989     15,071      449               3,201              18,721             19,640             21,131             11,550        
 
   1988     10,459      38                2,222              12,719             15,010             15,910             11,037        
 
   1987     8,632       22                1,147              9,801              12,171             13,310             10,587        
 
   1986     11,469      20                337                11,826             12,768             13,479             10,128        
 
</TABLE>
 
   * From month-end closest to initial investment date.
EQUITY GROWTH - INSTITUTIONAL CLASS          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>         <C>            <C>               <C>            <C>               <C>               <C>                
   Period Ended  Value of    Value of          Reinvested        Total          S&P               DJIA               Cost           
   Nov. 30       Initial        Reinvested  Capital Gain         Value          500                                   of        
                 $10,000        Dividend       Distributions                                                         Living*    
                 Investment  Distributions                                                                                      
 
 
   1995       $ 36,420       $ 2,443             $ 24,480         $ 63,343   $ 41,199           $ 47,557           $ 14,092       
 
   1994         26,060        1,318               17,183           44,561    30,077             34,192             13,752        
 
   1993         26,817        1,191               15,485           43,493    29,766             32,779             13,376        
 
   1992         23,778        913                 13,012           37,703    27,035             28,578             13,028        
 
   1991         21,894        799                 8,430            31,123    22,814             24,302             12,642        
 
   1990         14,022        511                 5,399            19,932    18,956             20,777             12,275        
 
   1989         15,618        465                 3,317            19,400    19,604             21,131             11,550        
 
   1988         10,839        40                  2,302            13,181    15,010             15,910             11,037        
 
   1987         8,945         23                  1,189            10,157    12,171             13,310             10,587        
 
   1986         11,885        21                  349              12,255    12,768             13,479             10,128        
 
</TABLE>
 
   * From month-end closest to initial investment date.
GLOBAL RESOURCES - CLASS A          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>          <C>              <C>               <C>      <C>     <C>       <C>               
    Period Ended   Value of      Value of         Reinvested       Total     S&P     DJIA     Cost       
 Oct. 31           Initial       Reinvested       Capital Gain     Value     500              of         
                   $10,000       Dividend         Distributions                               Living**    
                   Investment    Distributions   
 
</TABLE>
 
<TABLE>
<CAPTION>
<S>         <C>           <C>         <C>          <C>           <C>           <C>           <C>                
 1995       $ 18,576      $ 129      $ 10,433      $ 29,138      $ 30,328      $ 31,450      $ 13,319    
 
 1994        16,945        117        9,093         26,155        23,986        25,207        12,955     
 
 1993        16,974        118        8,065         25,157        23,093        23,104        12,626     
 
 1992        13,394        93         4,349         17,836        20,090        19,672        12,288     
 
 1991        13,616        95         3,121         16,832        18,268        18,172        11,906     
 
 1990        11,870        82         2,133         14,085        13,683        13,970        11,568     
 
 1989        12,159        0          1,082         13,241        14,791        14,557        10,884     
 
 1988*       11,069        0          0             11,069        11,702        11,395        10,416     
 
</TABLE>
 
 * From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GLOBAL RESOURCES - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>              <C>              <C>          <C>          <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions 
 
 
 1995               $ 19,230       $ 134             $ 10,800          $ 30,164      $ 30,328      $ 31,450      $ 13,319    
 
 1994                17,560         121               9,423             27,104        23,986        25,207        12,955     
 
 1993                17,590         121               8,358             26,069        23,093        23,104        12,626     
 
 1992                13,880         96                4,507             18,483        20,090        19,672        12,288     
 
 1991                14,110         98                3,234             17,442        18,268        18,172        11,906     
 
 1990                12,300         85                2,211             14,596        13,683        13,970        11,568     
 
 1989                12,600         0                 1,121             13,721        14,791        14,557        10,884     
 
 1988*               11,470         0                 0                 11,470        11,702        11,395        10,416     
 
</TABLE>
 
 * From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GLOBAL RESOURCES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>               <C>          <C>          <C>          <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions      
 
 
 1995               $ 19,270       $ 134             $ 10,822          $ 30,226      $ 30,328      $ 31,450      $ 13,319    
 
 1994                17,560         121               9,423             27,104        23,986        25,207        12,955     
 
 1993                17,590         121               8,358             26,069        23,093        23,104        12,626     
 
 1992                13,880         96                4,507             18,483        20,090        19,672        12,288     
 
 1991                14,110         98                3,234             17,442        18,268        18,172        11,906     
 
 1990                12,300         85                2,211             14,596        13,683        13,970        11,568     
 
 1989                12,600         0                 1,121             13,721        14,791        14,557        10,884     
 
 1988*               11,470         0                 0                 11,470        11,702        11,395        10,416     
 
</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>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions        
 
 
 1995               $ 29,809       $ 1,552           $ 12,756          $ 44,117      $ 30,770      $ 31,921      $ 13,319    
 
 1994                25,688         938               9,277             35,903        24,336        25,585        12,955     
 
 1993                24,501         801               7,723             33,025        23,430        23,449        12,626     
 
 1992                20,400         506               4,873             25,779        20,383        19,966        12,288     
 
 1991                19,860         375               2,763             22,998        18,534        18,444        11,906     
 
 1990                12,535         72                1,744             14,351        13,882        14,179        11,568     
 
 1989                15,951         37                907               16,895        15,006        14,775        10,884     
 
 1988*               13,771         0                 0                 13,771        11,872        11,566        10,416     
 
</TABLE>
 
 * From November 18, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>              <C>              <C>          <C>         <C>            <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions       
 
 
 1995               $ 30,970       $ 1,612           $ 13,253          $ 45,835      $ 30,770      $ 31,921      $ 13,319    
 
 1994                26,620         971               9,614             37,205        24,336        25,585        12,955     
 
 1993                25,390         830               8,003             34,223        23,430        23,449        12,626     
 
 1992                21,140         524               5,050             26,714        20,383        19,966        12,288     
 
 1991                20,580         390               2,863             23,833        18,534        18,444        11,906     
 
 1990                12,990         75                1,807             14,872        13,882        14,179        11,568     
 
 1989                16,530         37                940               17,507        15,006        14,775        10,884     
 
 1988*               14,270         0                 0                 14,270        11,872        11,566        10,416     
 
</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>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Dec. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living*      
                  Investment    Distributions 
 
 
 1995               $ 17,798       $ 6,524           $ 13,013          $ 37,335      $ 40,054      $ 45,581      $ 14,044    
 
 1994                13,377         4,473             9,173             27,023        29,114        33,338        13,696     
 
 1993                14,879         4,432             9,799             29,110        28,735        31,759        13,339     
 
 1992                13,627         3,559             6,985             24,171        26,104        27,146        12,983     
 
 1991                13,227         2,798             5,389             21,414        24,251        25,300        12,617     
 
 1990                12,619         2,052             2,728             17,399        18,585        20,347        12,242     
 
 1989                14,171         1,508             3,064             18,743        19,183        20,457        11,537     
 
 1988                10,988         771               2,376             14,135        14,567        15,526        11,025     
 
 1987                9,314          234               2,014             11,562        12,492        13,394        10,558     
 
 1986                11,596         63                685               12,344        11,868        12,703        10,110     
 
</TABLE>
 
 * From month-end closest to initial investment date.
STRATEGIC OPPORTUNITIES - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>              <C>           <C>          <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Dec. 31          Initial       Reinvested       Capital Gain     Value         500                       of          
                  $10,000       Dividend         Distributions                                            Living*      
                  Investment    Distributions                                                       
 
 
 1995               $ 18,206       $ 6,906           $ 13,331          $ 38,443      $ 40,054      $ 45,851      $ 14,044    
 
 1994                13,766         4,781             9,443             27,990        29,114        33,338        13,696     
 
 1993                15,419         4,592             10,155            30,166        28,735        31,759        13,339     
 
 1992                14,122         3,687             7,238             25,047        26,104        27,146        12,983     
 
 1991                13,706         2,901             5,584             22,191        24,251        25,300        12,617     
 
 1990                13,076         2,127             2,827             18,030        18,585        20,347        12,242     
 
 1989                14,685         1,562             3,175             19,422        19,183        20,457        11,537     
 
 1988                11,386         800               2,462             14,648        14,567        15,526        11,025     
 
 1987                9,652          243               2,087             11,982        12,492        13,394        10,558     
 
 1986                12,016         66                710               12,792        11,868        12,703        10,110     
 
</TABLE>
 
 * From month-end closest to initial investment date.
STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>              <C>              <C>       <C>     <C>      <C>              
 Period Ended     Value of      Value of         Reinvested       Total     S&P     DJIA     Cost      
 Dec. 31          Initial       Reinvested       Capital Gain     Value     500              of        
                  $10,000       Dividend         Distributions                               Living*    
                  Investment    Distributions    
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>          <C>           <C>           <C>           <C>                <C>                <C>                
 1995      $ 18,384      $ 6,984      $ 13,444      $ 38,812      $ 40,054      $ 45,581      $ 14,044    
 
 1994       13,862        4,635        9,506         28,003        29,114        33,338        13,696     
 
 1993       15,419        4,592        10,155        30,166        28,735        31,759        13,339     
 
 1992       14,122        3,687        7,238         25,047        26,104        27,146        12,983     
 
 1991       13,706        2,901        5,584         22,191        24,251        25,300        12,617     
 
 1990       13,076        2,127        2,827         18,030        18,585        20,347        12,242     
 
 1989       14,685        1,562        3,175         19,422        19,183        20,457        11,537     
 
 1988       11,386        800          2,462         14,648        14,567        15,526        11,025     
 
 1987       9,652         243          2,087         11,982        12,492        13,394        10,558     
 
 1986       12,016        66           710           12,792        11,868        12,703        10,110     
 
</TABLE>
 
 * From month-end closest to initial investment date.
EQUITY INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>              <C>              <C>          <C>          <C>          <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Nov. 30          Initial       Reinvested       Capital Gain     Value         500                       of          
                  $10,000       Dividend         Distributions                                            Living*      
                  Investment     Distributions 
 
 
 1995               $ 16,110       $ 11,832          $ 6,717           $ 34,659      $ 41,199      $ 47,557      $ 14,092    
 
 1994                12,888         8,989             4,894             26,771        30,077        34,192        13,752     
 
 1993                12,000         8,041             4,557             24,598        29,766        32,779        13,376     
 
 1992                10,385         6,511             3,944             20,840        27,035        28,578        13,028     
 
 1991                8,947          4,919             3,398             17,264        22,814        24,302        12,642     
 
 1990                7,688          3,432             2,919             14,039        18,956        20,777        12,275     
 
 1989                9,908          3,248             3,341             16,497        19,640        21,131        11,550     
 
 1988                8,964          2,044             3,023             14,031        15,010        15,910        11,037     
 
 1987                8,826          1,109             1,114             11,049        12,171        13,310        10,587     
 
 1986                10,934         674               308               11,916        12,768        13,479        10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
EQUITY INCOME - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>               <C>       <C>     <C>      <C>              
 Period Ended     Value of      Value of         Reinvested       Total     S&P     DJIA     Cost      
 Nov. 30          Initial       Reinvested       Capital Gain     Value     500              of        
                  $10,000       Dividend         Distributions                               Living*    
                  Investment    Distributions    
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>           <C>           <C>          <C>           <C>           <C>           <C>                
 1995      $ 16,653      $ 12,152      $ 6,944      $ 35,749      $ 41,199      $ 47,557      $ 14,092    
 
 1994       13,339        9,319         5,066        27,724        30,077        34,192        13,752     
 
 1993       12,435        8,333         4,722        25,490        29,766        32,779        13,376     
 
 1992       10,762        6,747         4,087        21,596        27,035        28,578        13,028     
 
 1991       9,272         5,097         3,521        17,890        22,814        24,302        12,642     
 
 1990       7,967         3,556         3,025        14,548        18,956        20,777        12,275     
 
 1989       10,268        3,366         3,462        17,096        19,640        21,131        11,550     
 
 1988       9,289         2,118         3,132        14,539        15,010        15,910        11,037     
 
 1987       9,146         1,149         1,154        11,449        12,171        13,310        10,587     
 
 1986       11,331        698           319          12,348        12,768        13,479        10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
EQUITY INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>              <C>              <C>          <C>          <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Nov. 30          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living*      
                  Investment    Distributions  
 
 
 1995               $ 16,812       $ 13,012          $ 7,013           $ 36,837      $ 41,199      $ 47,557      $ 14,092    
 
 1994                13,448         9,688             5,107             28,243        30,077        34,192        13,752     
 
 1993                12,494         8,479             4,745             25,718        29,766        32,779        13,376     
 
 1992                10,778         6,759             4,093             21,630        27,035        28,578        13,028     
 
 1991                9,272          5,097             3,521             17,890        22,814        24,302        12,642     
 
 1990                7,967          3,556             3,025             14,548        18,956        20,777        12,275     
 
 1989                10,268         3,366             3,462             17,096        19,640        21,131        11,550     
 
 1988                9,289          2,118             3,132             14,539        15,010        15,910        11,037     
 
 1987                9,146          1,149             1,154             11,449        12,171        13,310        10,587     
 
 1986                11,331         698               319               12,348        12,768        13,479        10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
INCOME & GROWTH - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>              <C>          <C>          <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                       of          
                  $10,000       Dividend         Distributions                                           Living**     
                  Investment     Distributions  
 
 
 1995               $ 14,765       $ 7,234           $ 3,319           $ 25,318      $ 30,447      $ 31,938      $ 13,910    
 
 1994                14,157         6,136             3,182             23,475        24,080        25,598        13,529     
 
 1993                15,353         6,082             2,688             24,123        23,183        23,462        13,186     
 
 1992                13,906         4,701             1,552             20,159        20,169        19,977        12,833     
 
 1991                13,635         3,975             672               18,282        18,339        18,454        12,434     
 
 1990                10,046         2,359             495               12,900        13,736        14,187        12,081     
 
 1989                12,323         1,569             0                 13,892        14,849        14,782        11,367     
 
 1988                10,683         784               0                 11,467        11,747        11,572        10,878     
 
 1987*               9,110          163               0                 9,273         10,232        10,358        10,434     
 
</TABLE>
 
 * From January 6, 1987 (commencement of operations).
** From month-end closest to initial investment date.
INCOME & GROWTH - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>              <C>          <C>           <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions      
 
 
 1995               $ 15,400       $ 7,597           $ 3,462           $ 26,459      $ 30,447      $ 31,938      $ 13,910    
 
 1994                14,670         6,358             3,298             24,326        24,080        25,598        13,529     
 
 1993                15,910         6,302             2,786             24,998        23,183        23,462        13,186     
 
 1992                14,410         4,873             1,608             20,891        20,169        19,977        12,833     
 
 1991                14,130         4,119             696               18,945        18,339        18,454        12,434     
 
 1990                10,410         2,444             513               13,367        13,736        14,187        12,081     
 
 1989                12,770         1,626             0                 14,396        14,849        14,782        11,367     
 
 1988                11,070         813               0                 11,883        11,747        11,572        10,878     
 
 1987*               9,440          170               0                 9,610         10,232        10,358        10,434     
 
</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>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions      
 
 
 1995               $ 11,493       $ 17,779          $ 1,054           $ 30,326      $ 31,158      $ 32,670      $ 13,910    
 
 1994                10,827         14,538            993               26,358        24,643        26,185        13,529     
 
 1993                11,590         13,596            494               25,680        23,725        23,999        13,186     
 
 1992                10,683         10,634            0                 21,317        20,640        20,435        12,833     
 
 1991                9,766          7,712             0                 17,478        18,768        18,877        12,434     
 
 1990                7,865          4,649             0                 12,514        14,057        14,512        12,081     
 
 1989                8,656          3,426             0                 12,082        15,196        15,121        11,367     
 
 1988                9,515          2,177             0                 11,692        12,022        11,837        10,878     
 
 1987*               8,772          800               0                 9,572         10,472        10,595        10,434     
 
</TABLE>
 
 * From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH YIELD - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>             <C>              <C>          <C>           <C>           <C>                
 Period Ended     Value of      Value of         Reinvested       Total        S&P          DJIA          Cost        
 Oct. 31          Initial       Reinvested       Capital Gain     Value        500                        of          
                  $10,000       Dividend         Distributions                                            Living**     
                  Investment     Distributions     
 
 
 1995               $ 11,890       $ 18,039          $ 1,090           $ 31,019      $ 31,158      $ 32,670      $ 13,910    
 
 1994                11,210         14,942            1,028             27,180        24,643        26,185        13,529     
 
 1993                12,010         14,089            512               26,611        23,725        23,999        13,186     
 
 1992                11,070         11,020            0                 22,090        20,640        20,435        12,833     
 
 1991                10,120         7,992             0                 18,112        18,768        18,877        12,434     
 
 1990                8,150          4,818             0                 12,968        14,057        14,512        12,081     
 
 1989                8,970          3,550             0                 12,520        15,196        15,121        11,367     
 
 1988                9,860          2,256             0                 12,116        12,022        11,837        10,878     
 
 1987*               9,090          829               0                 9,919         10,472        10,595        10,434     
 
</TABLE>
 
 * From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH YIELD - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>                <C>              <C>           <C>           <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Oct. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions  
 
 
 1995               $ 11,760       $ 18,438          $ 1,078           $ 31,276      $ 31,158      $ 32,670      $ 13,910    
 
 1994                11,220         15,065            1,029             27,314        24,643        26,185        13,529     
 
 1993                12,010         14,089            512               26,611        23,725        23,999        13,186     
 
 1992                11,070         11,020            0                 22,090        20,640        20,435        12,833     
 
 1991                10,120         7,992             0                 18,112        18,768        18,877        12,434     
 
 1990                8,150          4,818             0                 12,968        14,057        14,512        12,081     
 
 1989                8,970          3,550             0                 12,520        15,196        15,121        11,367     
 
 1988                9,860          2,256             0                 12,116        12,022        11,837        10,878     
 
 1987*               9,090          829               0                 9,919         10,472        10,595        10,434     
 
</TABLE>
 
 * From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
STRATEGIC INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>              <C>                <C>          <C>            <C>           <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Dec. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions  
 
 
 1995               $ 10,615       $ 941             $ 240             $ 11,796      $ 13,414      $ 13,400      $ 10,268    
 
 1994*               9,573          94                0                 9,667         9,750         9,801         10,013     
 
</TABLE>
 
 * From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
STRATEGIC INCOME - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>                <C>           <C>          <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Dec. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions 
 
 
 1995               $ 10,710       $ 871             $ 247             $ 11,828      $ 13,414      $ 13,400      $ 10,268    
 
 1994*               9,910          84                0                 9,994         9,750         9,801         10,013     
 
</TABLE>
 
 * From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
STRATEGIC INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>               <C>            <C>           <C>           <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Dec. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                  Investment     Distributions 
 
 
 1995               $ 11,030       $ 983             $ 249             $ 12,262      $ 13,414      $ 13,400      $ 10,268    
 
 1994*               9,920          97                0                 10,017        9,750         9,801         10,013     
 
</TABLE>
 
 * From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
GOVERNMENT INVESTMENT - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>            <C>          <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Oct. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions                 
 
 
 
 1995               $ 9,332        $ 8,174           $ 550             $ 18,056      $ 30,373      $ 31,879      $ 13,910    
 
 1994                8,646          6,557             510               15,713        24,022        25,550        13,529     
 
 1993                9,785          6,479             322               16,587        23,127        23,418        13,186     
 
 1992                9,389          5,351             0                 14,740        20,120        19,940        12,833     
 
 1991                9,254          4,333             0                 13,587        18,295        18,419        12,434     
 
 1990                8,830          3,231             0                 12,061        13,703        14,160        12,081     
 
 1989                8,984          2,344             0                 11,328        14,813        14,755        11,367     
 
 1988                8,936          1,421             0                 10,357        11,719        11,551        10,878     
 
 1987*               8,878          595               0                 9,473         10,208        10,339        10,434     
 
</TABLE>
 
 * From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GOVERNMENT INVESTMENT - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>           <C>          <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Oct. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions   
 
 
 1995               $ 9,670        $ 8,275           $ 570             $ 18,515      $ 30,373      $ 31,879      $ 13,910    
 
 1994                8,950          6,737             528               16,215        24,022        25,550       $ 13,529    
 
 1993                10,140         6,715             334               17,189        23,127        23,418       $ 13,186    
 
 1992                9,730          5,545             0                 15,275        20,120        19,940       $ 12,833    
 
 1991                9,590          4,490             0                 14,080        18,295        18,419       $ 12,434    
 
 1990                9,150          3,349             0                 12,499        13,703        14,160       $ 12,081    
 
 1989                9,310          2,429             0                 11,739        14,813        14,755       $ 11,367    
 
 1988                9,260          1,473             0                 10,733        11,719        11,551       $ 10,878    
 
 1987*               9,200          616               0                 9,816         10,208        10,339       $ 10,434    
 
</TABLE>
 
 * From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>              <C>               <C>            <C>          <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Oct. 31           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living**     
                   Investment     Distributions  
 
 
 1995               $ 9,670        $ 8,490           $ 570             $ 18,730      $ 30,373      $ 31,879      $ 13,910    
 
 1994                8,960          6,795             528               16,283        24,022        25,550      $ 13,529     
 
 1993                10,140         6,715             334               17,189        23,127        23,418      $ 13,186     
 
 1992                9,730          5,545             0                 15,275        20,120        19,940      $ 12,833     
 
 1991                9,590          4,490             0                 14,080        18,295        18,419      $ 12,434     
 
 1990                9,150          3,349             0                 12,499        13,703        14,160      $ 12,081     
 
 1989                9,310          2,429             0                 11,739        14,813        14,755      $ 11,367     
 
 1988                9,260          1,473             0                 10,733        11,719        11,551      $ 10,878     
 
 1987*               9,200          616               0                 9,816         10,208        10,339      $ 10,434     
 
</TABLE>
 
 * From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
INTERMEDIATE BOND - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>            <C>           <C>           <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Nov. 30           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living*      
                   Investment     Distributions  
 
 
 1995               $ 9,919        $ 12,567          $ 237             $ 22,723      $ 41,199      $ 47,557      $ 14,092    
 
 1994                9,458          10,709            226               20,393        30,077        34,192       $ 13,752    
 
 1993                10,269         10,387            246               20,902        29,766        32,779       $ 13,376    
 
 1992                9,808          8,537             235               18,580        27,035        28,578       $ 13,028    
 
 1991                9,725          7,081             233               17,039        22,814        24,302       $ 12,642    
 
 1990                9,347          5,461             224               15,032        18,956        20,777       $ 12,275    
 
 1989                9,596          4,294             230               14,120        19,640        21,131       $ 11,550    
 
 1988                9,384          2,995             225               12,604        15,010        15,910       $ 11,037    
 
 1987                9,448          1,910             226               11,584        12,171        13,310       $ 10,587    
 
 1986                10,361         1,002             19                11,382        12,768        13,479       $ 10,128    
 
</TABLE>
 
 * From month-end closest to initial investment date.
INTERMEDIATE BOND - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>          <C>           <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Nov. 30           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living*      
                   Investment     Distributions 
 
 
 1995               $ 10,190       $ 12,650          $ 244             $ 23,084       $41,199      $ 47,557      $ 14,092    
 
 1994                9,716          10,919            233               20,868        30,077        34,192        13,752     
 
 1993                10,559         10,681            253               21,493        29,766        32,779        13,376     
 
 1992                10,085         8,779             241               19,105        27,035        28,578        13,028     
 
 1991                10,000         7,282             239               17,521        22,814        24,302        12,642     
 
 1990                9,611          5,616             230               15,547        18,956        20,777        12,275     
 
 1989                9,867          4,417             236               14,520        19,640        21,131        11,550     
 
 1988                9,649          3,081             231               12,961        15,010        15,910        11,037     
 
 1987                9,716          1,962             233               11,911        12,171        13,310        10,587     
 
 1986                10,654         1,030             20                11,704        12,768        13,479        10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
INTERMEDIATE BOND - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>                <C>          <C>           <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Nov. 30           Initial        Reinvested        Capital Gain      Value         500                          of           
                   $10,000        Dividend          Distributions                                               Living*      
                   Investment     Distributions  
 
 
 1995               $ 10,209       $ 13,235          $ 244             $ 23,688      $ 41,199      $ 47,577      $ 14,092    
 
 1994                9,735          11,233            233               21,201        30,077        34,192        13,752     
 
 1993                10,578         10,824            253               21,655        29,766        32,779        13,376     
 
 1992                10,085         8,809             241               19,135        27,035        28,578        13,028     
 
 1991                10,000         7,282             239               17,521        22,814        24,302        12,642     
 
 1990                9,611          5,616             230               15,457        18,956        20,777        12,275     
 
 1989                9,867          4,417             236               14,520        19,640        21,131        11,550     
 
 1988                9,649          3,081             231               12,961        15,010        15,910        11,037     
 
 1987                9,716          1,962             233               11,911        12,171        13,310        10,587     
 
 1986                10,654         1,030             20                11,704        12,768        13,479        10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
SHORT FIXED-INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>                <C>       <C>      <C>       <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of         
                   $10,000        Dividend          Distributions                                  Living*    
                   Investment     Distributions    
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>          <C>          <C>      <C>           <C>           <C>           <C>                
 1995       $ 9,328      $ 8,221      $ 0      $ 17,549      $ 23,674      $ 24,051      $ 13,365    
 
 1994        9,338        7,210        0        16,548        18,273        19,276        13,000     
 
 1993        9,939        6,646        0        16,585        18,026        17,668        12,670     
 
 1992        9,801        5,397        0        15,198        15,682        15,043        12,330     
 
 1991        9,722        4,165        0        13,887        14,260        13,896        11,948     
 
 1990        9,476        2,902        0        12,378        10,681        10,683        11,609     
 
 1989        9,801        1,921        0        11,722        11,545        11,132        10,922     
 
 1988        9,791        974          0        10,765        9,134         8,714         10,452     
 
 1987*       9,909        100          0        10,009        7,956         7,800         10,026     
 
</TABLE>
 
 *  From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
SHORT FIXED-INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>       <C>       <C>     <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of         
                   $10,000        Dividend          Distributions                                  Living*    
                   Investment     Distributions   
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>          <C>          <C>      <C>           <C>           <C>           <C>                
 1995       $ 9,470      $ 8,355      $ 0      $ 17,825      $ 23,674      $ 24,051      $ 13,365    
 
 1994        9,480        7,320        0        16,800        18,723        19,276        13,000     
 
 1993        10,090       6,748        0        16,838        18,026        17,668        12,670     
 
 1992        9,950        5,479        0        15,429        15,682        15,043        12,330     
 
 1991        9,870        4,228        0        14,098        14,260        13,896        11,948     
 
 1990        9,620        2,946        0        12,566        10,681        10,683        11,609     
 
 1989        9,950        1,951        0        11,901        11,545        11,132        10,922     
 
 1988        9,940        989          0        10,929        9,134         8,714         10,452     
 
 1987*       10,060       101          0        10,161        7,956         7,800         10,026     
 
</TABLE>
 
 * From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH INCOME MUNICIPAL - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>                <C>        <C>      <C>      <C>               
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500                of          
                   $10,000        Dividend          Distributions                                   Living**    
                   Investment     Distributions 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>            <C>          <C>        <C>           <C>           <C>           <C>                
 1995       $ 11,464      $ 8,509      $ 508      $ 20,481      $ 23,674      $ 24,051      $ 13,365    
 
 1994        10,827        6,899        479        18,205        18,723        19,276        13,000     
 
 1993        12,275        6,663        435        19,373        18,026        17,668        12,670     
 
 1992        11,242        5,111        355        16,708        15,682        15,043        12,330     
 
 1991        11,011        3,954        334        15,299        14,260        13,896        11,948     
 
 1990        10,490        2,757        170        13,417        10,681        10,683        11,609     
 
 1989        10,441        1,782        55         12,278        11,545        11,132        10,922     
 
 1988        10,094        864          0          10,958        9,134         8,714         10,452     
 
 1987*       9,505         89           0          9,594         7,956         7,800         10,026     
 
</TABLE>
 
 * From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH INCOME MUNICIPAL - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>                <C>        <C>      <C>      <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of         
                   $10,000        Dividend          Distributions                                  Living*    
                   Investment     Distributions 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>                <C>               <C>             <C>                <C>                <C>                <C>    
           
 1995       $ 11,860      $ 8,563      $ 525      $ 20,948      $ 23,674      $ 24,051      $ 13,365    
 
 1994        11,210        7,069        496        18,775        18,723        19,276        13,000     
 
 1993        12,720        6,905        450        20,075        18,026        17,668        12,670     
 
 1992        11,650        5,296        368        17,314        15,682        15,043        12,330     
 
 1991        11,410        4,097        347        15,854        14,260        13,896        11,948     
 
 1990        10,870        2,858        176        13,904        10,681        10,683        11,609     
 
 1989        10,820        1,846        57         12,723        11,545        11,132        10,922     
 
 1988        10,460        895          0          11,355        9,134         8,714         10,452     
 
 1987*       9,850         92           0          9,942         7,956         7,800         10,026     
 
</TABLE>
 
 * From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH INCOME MUNICIPAL - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>              <C>                <C>        <C>      <C>      <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of         
                   $10,000        Dividend          Distributions                                  Living*    
                   Investment     Distributions 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>                <C>               <C>             <C>                <C>                <C>                <C>    
           
 1995       $ 11,880      $ 8,834      $ 526      $ 21,240      $ 23,674      $ 24,051      $ 13,365    
 
 1994        11,220        7,148        497        18,865        18,723        19,276        13,000     
 
 1993        12,720        6,905        450        20,075        18,026        17,668        12,670     
 
 1992        11,650        5,296        368        17,314        15,682        15,043        12,330     
 
 1991        11,410        4,097        347        15,854        14,260        13,896        11,948     
 
 1990        10,870        2,858        176        13,904        10,681        10,683        11,609     
 
 1989        10,820        1,846        57         12,723        11,545        11,132        10,922     
 
 1988        10,460        895          0          11,355        9,134         8,714         10,452     
 
 1987*       9,850         92           0          9,942         7,956         7,800         10,026     
 
</TABLE>
 
 * From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
INTERMEDIATE MUNICIPAL INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>              <C>               <C>           <C>           <C>            <C>                
 Period Ended      Value of       Value of          Reinvested        Total         S&P           DJIA          Cost         
 Nov. 30           Initial        Reinvested        Capital Gain      Value         500                         of           
                   $10,000        Dividend          Distributions                                               Living*      
                   Investment     Distributions 
 
 
 1995               $ 9,820        $ 7,939           $ 1,483           $ 19,242      $ 41,199      $ 47,557      $ 14,092    
 
 1994                8,893          6,426             1,343             16,662        30,077        34,192       $ 13,752    
 
 1993                9,895          6,329             1,460             17,684        29,766        32,779       $ 13,376    
 
 1992                10,482         5,812             122               16,416        27,035        28,578       $ 13,028    
 
 1991                10,217         4,729             119               15,065        22,814        24,302       $ 12,642    
 
 1990                10,066         3,747             117               13,930        18,956        20,777       $ 12,275    
 
 1989                10,037         2,860             117               13,014        19,640        21,131       $ 11,550    
 
 1988                9,952          2,038             116               12,106        15,010        15,910       $ 11,037    
 
 1987                9,820          1,298             115               11,233        12,171        13,310       $ 10,587    
 
 1986                10,397         677               50                11,124        12,768        13,479       $ 10,128    
 
</TABLE>
 
 * From month-end closest to initial investment date.
INTERMEDIATE MUNICIPAL INCOME - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>                <C>       <C>      <C>       <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Nov. 30           Initial        Reinvested        Capital Gain      Value      500               of         
                   $10,000        Dividend          Distributions                                  Living*    
                   Investment     Distributions   
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>            <C>          <C>          <C>           <C>           <C>           <C>                
 1995      $ 10,097      $ 7,936      $ 1,524      $ 19,557      $ 41,199      $ 47,557      $ 14,092    
 
 1994       9,144         6,542        1,380        17,066        30,077        34,192      $ 13,752     
 
 1993       10,175        6,507        1,502        18,184        29,766        32,779      $ 13,376     
 
 1992       10,778        5,976        126          16,880        27,035        28,578      $ 13,028     
 
 1991       10,506        4,862        123          15,491        22,814        24,302      $ 12,642     
 
 1990       10,350        3,852        121          14,323        18,956        20,777      $ 12,275     
 
 1989       10,321        2,941        120          13,382        19,640        21,131      $ 11,550     
 
 1988       10,233        2,096        119          12,448        15,010        15,910      $ 11,037     
 
 1987       10,097        1,335        118          11,550        12,171        13,310      $ 10,587     
 
 1986       10,691        697          51           11,439        12,768        13,479      $ 10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>                <C>             <C>           <C>           <C>              
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost       
 Nov. 30           Initial        Reinvested        Capital Gain      Value      500                    of         
                   $10,000        Dividend          Distributions                                                 Living*    
                   Investment     Distributions   
 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>           <C>          <C>          <C>           <C>           <C>           <C>                
 1995      $ 10,078      $ 8,311      $ 1,522      $ 19,911      $ 41,199      $ 47,557      $ 14,092    
 
 1994       9,154         6,711        1,383        17,248        30,077        34,192      $ 13,752     
 
 1993       10,175        6,562        1,502        18,239        29,766        32,779      $ 13,376     
 
 1992       10,778        5,982        126          16,886        27,035        28,578      $ 13,028     
 
 1991       10,506        4,862        123          15,491        22,814        24,302      $ 12,642     
 
 1990       10,350        3,852        121          14,323        18,956        20,777      $ 12,275     
 
 1989       10,321        2,941        120          13,382        19,640        21,131      $ 11,550     
 
 1988       10,233        2,096        119          12,448        15,010        15,910      $ 11,037     
 
 1987       10,097        1,335        118          11,550        12,171        13,310      $ 10,587     
 
 1986       10,691        697          51           11,439        12,768        13,479      $ 10,128     
 
</TABLE>
 
 * From month-end closest to initial investment date.
SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>             <C>           <C>           <C>               
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Nov. 30           Initial        Reinvested        Capital Gain      Value      500                    of          
                   $10,000        Dividend          Distributions                                                 Living**    
                   Investment     Distributions      
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>        <C>      <C>           <C>          <C>            <C>                
 1995       $ 10,086      $ 717      $ 0      $ 10,803      $ 13,583      $ 13,775      $ 10,435    
 
 1994*       9,623         254        0        9,877         9,916         9,904        $ 10,183    
 
</TABLE>
 
 * From March 16, 1994 (commencement of operations).
** From month-end closest to initial investment date.
SHORT-INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL      INDICES    
 CLASS                                                                    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>           <C>                <C>               <C>        <C>     <C>       <C>               
 Period Ended     Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Nov. 30          Initial        Reinvested        Capital Gain      Value      500               of          
                  $10,000        Dividend          Distributions                                  Living**    
                  Investment     Distributions    
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>        <C>      <C>           <C>           <C>           <C>                
 1995       $ 10,230      $ 734      $ 0      $ 10,964      $ 13,583      $ 13,775      $ 10,435    
 
 1994*       9,770         257        0        10,027        9,916         9,904        $ 10,183    
 
</TABLE>
 
 * From March 16, 1994 (commencement of operations).
** From month-end closest to initial investment date.
NEW YORK MUNICIPAL INCOME - CLASS A     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>        <C>      <C>           <C>               
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500                    of          
                   $10,000        Dividend          Distributions                                                 Living**    
                   Investment     Distributions   
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>       <C>      <C>           <C>           <C>          <C>                
 1995*      $ 10,036      $ 82      $ 0      $ 10,118      $ 10,445      $ 10,346      $ 10,052    
 
</TABLE>
 
 * From August 21, 1995 (commencement of operations).
**  From month-end closest to initial investment date.
NEW YORK MUNICIPAL INCOME - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>         <C>      <C>      <C>               
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of          
                   $10,000        Dividend          Distributions                                  Living**    
                   Investment     Distributions    
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>           <C>       <C>      <C>           <C>           <C>           <C>                
 1995*      $ 9,990      $ 75      $ 0      $ 10,065      $ 10,445      $ 10,346      $ 10,052    
 
</TABLE>
 
 * From August 21, 1995 (commencement of operations).
**  From month-end closest to initial investment date.
NEW YORK MUNICIPAL INCOME - INSTITUTIONAL CLASS      INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>             <C>               <C>               <C>        <C>      <C>      <C>               
 Period Ended      Value of       Value of          Reinvested        Total      S&P      DJIA     Cost        
 Oct. 31           Initial        Reinvested        Capital Gain      Value      500               of          
                   $10,000        Dividend          Distributions                                  Living**    
                   Investment     Distributions 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>       <C>      <C>          <C>           <C>            <C>                
 1995*      $ 10,400      $ 96      $ 0      $ 10,496      $ 10,445      $ 10,346      $ 10,052 
       
 
</TABLE>
 
   * From August 21, 1995 (commencement of operations).
**  From month-end closest to initial investment date.
The yield for the S&P 500 for the year ended December 31, 1995 was 2.24%,
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, 1995. The S&P 500 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 FUND RETURNS. The following tables show the income and
capital elements of the total return for each class of Overseas and
Emerging Markets Income from the date each fund commenced operations
through the fiscal year ended 1995. 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                               
                             J.P. Morgan Emerging                           An unmanaged index of fixed-income securities,        
                             Market Bond Index Plus                         including U.S. dollar and other external              
                                                                            currency-denominated Brady bonds, loans,              
                                                                            Eurobonds, and local market instruments from          
                                                                            developing nations                                    
 
</TABLE>
 
   Each table below compares the returns for each class of Overseas and
Emerging Markets Income 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 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, Emerging Market Bond Index,
Emerging Market Bond Index Plus, 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 and including the
effect of each funds Class A maximum front-end sales charge or Class B
applicable CDSC. 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 a class today. Tax consequences of different
investments have not been factored into the figures.
OVERSEAS - CLASS A          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>              <C>              <C>       <C>      <C>     <C>      <C>               
    Period  Value of      Value of         Reinvested       Total     EAFE     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Index     500             of         
 Oct. 31     $10,000       Dividend         Distributions                                        Living**    
                  Investment     Distributions   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>        <C>        <C>          <C>          <C>          <C>          <C>                
 1995       $ 13,433      $ 484      $ 105      $ 14,022     $ 13,734     $ 20,493     $ 20,816      $ 11,924    
 
 1994        13,568        489        0          14,057        13,786       16,208       16,684       11,598     
 
 1993        12,477        430        0          12,907        12,522       15,604       15,291       11,303     
 
 1992        8,753         202        0          8,955         9,110        13,575       13,020       11,001     
 
 1991        9,438         77         0          9,515         10,497       12,344       12,027       10,659     
 
 1990*       9,216         0          0          9,216         9,815        9,246        9,246        10,357     
 
</TABLE>
 
 * From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
OVERSEAS - CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>              <C>              <C>      <C>      <C>     <C>       <C>               
 Period     Value of      Value of         Reinvested       Total     EAFE     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Index     500            of         
 Oct. 31     $10,000       Dividend         Distributions                                       Living**    
                  Investment     Distributions  
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>        <C>        <C>          <C>          <C>          <C>           <C>                
 1995       $ 13,920      $ 502      $ 109      $ 14,531     $ 13,734     $ 20,493     $ 20,816      $ 11,924    
 
 1994        14,060        507        0          14,567        13,786       16,208       16,684       11,598     
 
 1993        12,930        445        0          13,375        12,522       15,604       15,291       11,303     
 
 1992        9,070         210        0          9,280         9,110        13,575       13,020       11,001     
 
 1991        9,780         80         0          9,860         10,497       12,344       12,027       10,659     
 
 1990*       9,550         0          0          9,550         9,815        9,246        9,246        10,357     
 
</TABLE>
 
 * From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
OVERSEAS - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>              <C>             <C>        <C>      <C>     <C>      <C>               
 Period     Value of      Value of         Reinvested       Total     EAFE     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Index     500            of         
 Oct. 31     $10,000       Dividend         Distributions                                      Living**    
             Investment     Distributions  
 
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>            <C>        <C>        <C>           <C>           <C>           <C>           <C>                
 1995       $ 13,970      $ 504      $ 109      $ 14,583      $ 13,734      $ 20,493      $ 20,816      $ 11,924    
 
 1994        14,060        507        0          14,567        13,786        16,208        16,684        11,598     
 
 1993        12,930        445        0          13,375        12,522        15,604        15,291        11,303     
 
 1992        9,070         210        0          9,280         9,110         13,575        13,020        11,001     
 
 1991        9,780         80         0          9,860         10,497        12,344        12,027        10,659     
 
 1990*       9,550         0          0          9,550         9,815         9,246         9,246         10,357     
 
</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>            <C>     <C>      <C>        
 Period     Value of      Value of         Reinvested       Total     J.P. Morgan     J.P. Morgan     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Emerging        Emerging       500              of         
 Dec. 31     $10,000       Dividend         Distributions              Market Bond     Market                          Living**    
                  Investment     Distributions                        Index            Bond Index                               
                                                                      Plus                                                          
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>          <C>          <C>        <C>           <C>           <C>           <C>           <C>           <C>    
 1995       $ 8,955      $ 1,392      $ 232      $ 10,579      $ 11,437      $ 11,359      $ 13,849      $ 13,909      $ 10,464    
 
 1994*       9,187        463          238        9,888         8,967         8,960         10,067        10,173        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>      <C>  
 Period     Value of      Value of         Reinvested       Total     J.P. Morgan     J.P. Morgan     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Emerging        Emerging         500            of         
 Dec. 31     $10,000       Dividend         Distributions             Market Bond     Market                           Living**    
            Investment     Distributions                              Index            Bond Index                                
                                                                      Plus                                                          
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>           <C>          <C>       <C>          <C>           <C>           <C>           <C>           <C>  
 1995       $ 9,021      $ 1,306      $ 240     $ 10,567      $ 11,437      $ 11,359     $ 13,849      $ 13,909      $ 10,464    
 
 1994*       9,520        430          246        10,196       8,967         8,960         10,067       10,173        10,204     
 
</TABLE>
 
 * From March 10, 1994 (commencement of operations).
** From month-end closest to initial investment date.
EMERGING MARKETS INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>           <C>             <C>               <C>       <C>             <C>             <C>     <C>       <C>         
     
 Period     Value of      Value of         Reinvested       Total     J.P. Morgan     J.P. Morgan     S&P     DJIA     Cost       
 Ended      Initial       Reinvested       Capital Gain     Value      Emerging        Emerging       500              of         
 Dec. 31     $10,000       Dividend         Distributions             Market Bond     Market                           Living**    
                  Investment     Distributions                        Index            Bond Index 
                                                                      Plus                                                          
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>          <C>          <C>        <C>           <C>          <C>            <C>           <C>           <C>  
 1995       $ 9,280      $ 1,455      $ 241      $ 10,976      $ 11,437      $ 11,359      $ 13,849      $ 13,909      $ 10,464    
 
 1994*       9,520        480          247        10,247        8,967         8,960         10,067        10,173        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, together with the aggregate cost of reinvested
dividends and capital gain distributions, if any, for life of the fund or
the last ten years ended 1995 (their cash value at the time they were
reinvested). If distributions had not been reinvested, the amount of
distributions earned from the applicable class over time would have been
smaller, and cash payments from these classes for the periods noted would
have amounted to the amounts shown in column (A) for capital gain
distributions, and the amounts shown in column (B) for income dividends.
Tax consequences of different investments (with the exception of foreign
tax withholdings) have not been factored into the figures below.    
 
<TABLE>
<CAPTION>
<S>           <C>           <C>                    <C>                <C>            
                               (A)                    (B)                            
 
                               CAPITAL GAIN           INCOME                         
 
   FUND          COST          DISTRIBUTIONS          DIVIDENDS          AS OF       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>               <C>            <C>            <C>                    
   Overseas - Class A                                     $ 10,432          $ 97           $ 328          October 1995        
 
   Overseas - Class B                                     10,448            100            340            October 1995        
 
   Overseas - Institutional                               10,448            100            340            October 1995        
 
   Equity Growth - Class A                                21,328            7,927          496            November 1995       
 
   Equity Growth - Institutional                          22,226            8,215          803            November 1995       
 
   Global Resources - Class A                             16,928            5,549          77             October 1995        
 
   Global Resources - Class B                             17,179            5,750          80             October 1995        
 
   Global Resources - Institutional                       17,179            5,750          80             October 1995        
 
   Growth Opportunities - Class A                         18,815            6,485          782            October 1995        
 
   Growth Opportunities - Institutional                   19,135            6,720          810            October 1995        
 
   Strategic Opportunities - Class A                      24,096            6,460          3,255          December 1995       
 
   Strategic Opportunities - Class B                      24,775            6,694          3,454          December 1995       
 
   Strategic Opportunities - Institutional                24,847            6,694          3,491          December 1995       
 
   Equity Income - Class A                                21,077            2,996          4,490          November 1995       
 
   Equity Income - Class B                                21,407            3,105          4,619          November 1995       
 
   Equity Income - Institutional                          22,021            3,105          4,904          November 1995       
 
   Income & Growth - Class A                              18,949            2,133          4,622          October 1995        
 
   Income & Growth - Institutional                        19,324            2,210          4,820          October 1995        
 
   Emerging Markets Income - Class A                      11,603            251            1,235          December 1995       
 
   Emerging Markets Income - Class B                      11,526            260            1,163          December 1995       
 
   Emerging Markets Income - Institutional                11,674            260            1,291          December 1995       
 
   High Yield - Class A                                   26,385            473            9,083          October 1995        
 
   High Yield - Class B                                   26,637            490            9,282          October 1995        
 
   High Yield - Institutional                             27,222            490            9,505          October 1995        
 
   Strategic Income - Class A                             11,150            222            872            December 1995       
 
   Strategic Income - Class B                             11,089            230            810            December 1995       
 
   Strategic Income - Institutional                       11,198            230            910            December 1995       
 
   Government Investment - Class A                        18,495            338            5,668          October 1995        
 
   Government Investment - Class B                        18,614            350            5,775          October 1995        
 
   Government Investment - Institutional                  18,821            350            5,883          October 1995        
 
   Intermediate Bond - Class A                            22,541            221            7,862          November 1995       
 
   Intermediate Bond - Class B                            22,641            227            7,973          November 1995       
 
   Intermediate Bond - Institutional                      23,199            227            8,217          November 1995       
 
   Short Fixed-Income - Class A                           18,513            0              6,135          October 1995        
 
   Short Fixed-Income - Institutional                     18,651            0              6,233          October 1995        
 
   High Income Municipal - Class A                        18,563            367            5,915          October 1995        
 
   High Income Municipal - Class B                        18,639            380            5,997          October 1995        
 
   High Income Municipal - Institutional                  18,891            380            6,139          October 1995        
 
   Intermediate Municipal Income - Class A                19,485            965            5,755          November 1995       
 
   Intermediate Municipal Income - Class B                19,534            992            5,804          November 1995       
 
   Intermediate Municipal Income - Institutional          19,913            992            5,999          November 1995       
 
   Short-Intermediate Municipal - Class A                 10,702            0              679            November 1995       
 
   Short-Intermediate Municipal - Institutional           10,719            0              696            November 1995       
 
   New York Municipal Income - Class A                    10,081            0              81             October 1995        
 
   New York Municipal Income - Class B                    10,075            0              74             October 1995        
 
   New York Municipal Income - Institutional              10,095            0              95             October 1995        
 
</TABLE>
 
   INTERNATIONAL INDICES, MARKET CAPITALIZATION, AND NATIONAL STOCK MARKET
RETURN. The following tables show the total market capitalization of
certain countries according to the Morgan Stanley Capital International
(MSCI) Indices database the total market capitalization of the Latin
American countries according to the International Finance Corporation
Emerging Market database as of December 31, 1995 and the performance of
national stock markets as measured in U.S. dollars by the MSCI stock market
indices for the twelve months ended October 31, 1995. 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
MSCI, the size of the markets as measured in U.S. dollars grew from $2,011
billion in 1982 to $8,512 billion in 1995. 
The following table measures the indexed market capitalization of certain
countries according to the MSCI indices database. The values of the markets
are measured in billions of U.S. dollars as of October 31, 1995.
   MSCI INDEX MARKET CAPITALIZATION    
 
<TABLE>
<CAPTION>
<S>                <C>               <C>                         <C>                 
   Australia           $ 183.9          Japan                        $ 1,935.2       
 
   Austria              17.0            Netherlands                   23.7           
 
   Belgium              56.3            Norway                        186.7          
 
   Canada               191.7           Singapore/Malaysia            73.2           
 
   Denmark              49.6            Spain                         91.5           
 
   France               319.9           Sweden                        101.2          
 
   Germany              333.7           Switzerland                   296.7          
 
   Hong Kong            137.5           United Kingdom                836.4          
 
   Italy                112.4           United States                 3,541.4        
 
</TABLE>
 
   The following table measures the total market capitalization of certain
Latin American countries according to the International Finance Corporation
Emerging Markets database. The value of the markets is measured in billions
of U.S. dollars as of October 31, 1995.
TOTAL MARKET CAPITALIZATION - LATIN AMERICA                        
 
   Argentina                                             $ 20.9       
 
   Brazil                                                  78.6       
 
   Chile                                                  36.4        
 
   Colombia                                               5.4         
 
   Mexico                                                 52.9        
 
   Venezuela                                              3.9         
 
                                                                      
 
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
MSCI stock market indices for the twelve months ended October 31, 1995. 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 (INCLUDES NET DIVIDENDS REINVESTED MONTHLY)
12 MONTHS ENDED OCTOBER 31, 1995    
 
<TABLE>
<CAPTION>
<S>                <C>               <C>                         <C>                
   Australia            4.92%           Japan                         -13.12%       
 
   Austria              -2.67%          Netherlands                   15.62%        
 
   Belgium              16.84%          Norway                        9.86%         
 
   Canada               8.54%           Singapore/Malaysia            -7.75%        
 
   Denmark              13.56%          Spain                         6.18%         
 
   France               5.12%           Sweden                        26.30%        
 
   Germany              10.66%          Switzerland                   37.36%        
 
   Hong Kong            0.77%           United Kingdom                12.46%        
 
   Italy                -7.36%          United States                 26.79%        
 
</TABLE>
 
   The following table shows the average annualized stock market returns as
of October 31, 1995. 
STOCK MARKET PERFORMANCE    
 
<TABLE>
<CAPTION>
<S>                     <C>                                        <C>                                       
                           FIVE YEARS ENDED OCTOBER 31, 1995          TEN YEARS ENDED OCTOBER 31, 1995       
 
   Germany                   8.83%                                      11.52%                               
 
   Hong Kong                 29.50%                                     26.14%                               
 
   Japan                     1.67%                                      12.27%                               
 
   Spain                     4.33%                                      16.69%                               
 
   United Kingdom            10.96%                                     15.03%                               
 
   United States             16.68%                                     14.39%                               
 
</TABLE>
 
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 available from stock mutual funds.
From time to time, performance may also be compared to other mutual funds
tracked by financial or business publications and periodicals. For example,
a class may quote Morningstar, Inc. in its advertising materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds
on the basis of risk-adjusted performance. Rankings that compare the
performance of Fidelity funds to one another in appropriate categories over
specific periods of time may also be quoted in advertising.
A class may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term Government bonds, long-term Government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the classes.
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 AveragesTM/All
Taxable (Emerging Markets Income, Strategic Income, Government Investment,
Intermediate Bond, High Yield, Short-Fixed Income) covers over 539 taxable
bond funds, The Bond Fund Report AveragesTM/Municipal (Intermediate
Municipal Income, High Income Municipal, New York Municipal Income,
California Municipal Income, and Short-Intermediate Municipal Income)
covers over 559 municipal funds. The averages are reported in the BOND FUND
REPORT(Registered trademark). Each class of a bond fund may also compare
its performance or the performance of securities in which it may invest to
the IBC/Donohgue's Money Fund Averages, reported in the MONEY FUND
REPORT(Registered trademark), which covers over 1166 money market 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 municipal fund may compare and contrast in advertising the relative
advantages of investing in a mutual fund versus an individual municipal
bond. Unlike municipal mutual funds, individual municipal bonds offer a
stated rate of interest and, if held to maturity, repayment of principal.
Although some individual municipal bonds might offer a higher return, they
do not offer the reduced risk of a mutual fund that invests in many
different securities. The initial investment requirements and sales charges
of many municipal mutual funds are lower than the purchase cost of
individual municipal bonds, which are generally issued in $5,000
denominations and are subject to direct brokerage costs.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; model portfolios or allocations; and saving for college or other
goals. In addition, Fidelity may quote or reprint financial or business
publications or periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products.
Each fund may be advertised as part of certain asset allocation programs
involving other Fidelity or non-Fidelity mutual funds. These asset
allocation programs may advertise a model portfolio and its performance
results.
Each fund may be advertised as part of a no transaction fee (NTF) program
in which Fidelity and non-Fidelity mutual funds are offered. An NTF program
may advertise performance results.
Each fund may present its fund number, Quotron 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 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
willingness to continue purchasing shares during periods of low price
levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
   As of December 31, 1995, FMR advised over $26.5 billion in tax-free fund
assets, $81 billion in money market fund assets, $240 billion in equity
fund assets, $49 billion in international fund assets, and $23 billion in
Spartan fund assets. The funds may reference the growth and variety of
money market mutual funds and the adviser's innovation and participation in
the industry. The equity funds under management figure represents the
largest amount of equity fund assets under management by a mutual fund
investment adviser in the United States, making FMR America's leading
equity (stock) fund manager. FMR, its subsidiaries, and affiliates maintain
a worldwide information and communications network for the purpose of
researching and managing investments abroad.    
In addition to performance rankings, each class of each bond fund may
compare its total expense ratio to the average total expense ratio of
similar funds tracked by Lipper. A class's total expense ratio is a
significant factor in comparing bond and money market investments because
of its effect on yield.
ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION
CLASS A SHARES ONLY
Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to waive
Class A's maximum 3.50% (the Equity Funds and the Bond Funds); 2.75% (the
Intermediate Bond Funds); or 1.50% (the Short Bond Funds) front-end sales
charge in connection with a fund's merger with or acquisition of any
investment company or trust. In addition, FDC has chosen to waive Class A's
front-end sales charge in certain instances because of efficiencies
involved in those sales of shares. The sales charge will not apply:
1. to shares purchased 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 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;
6. 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; 
7. to shares purchased by any state, county, city, or government
instrumentality, department or authority or agency;
8. to shares purchased with redemption proceeds from other mutual fund
complexes on which the investor has paid a front-end or contingent deferred
sales charge;
9. to shares purchased by a trust institution or bank trust department,
excluding assets described in (11) and (12) below, that has executed a
Participation Agreement with FDC specifying certain asset minimums and
qualifications, and marketing program restrictions. Assets managed by third
parties do not qualify for this waiver;
10. to shares purchased for use in a broker-dealer managed account program,
provided the broker-dealer has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver;
11. to shares purchased as part of an employee benefit plan having more
than (i) 200 eligible employees or a minimum of $1,000,000 in plan assets
invested in the Fidelity Advisor funds, or (ii) 25 eligible employees or
$250,000 in plan assets invested in Fidelity Advisor funds that subscribes
to Fidelity Advisor Retirement Connection or similar program sponsored by
Fidelity Investments Institutional Services Company, Inc.;
12. to shares purchased as part of an employee benefit plan through an
intermediary that has executed a Participation Agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions;
13. to shares purchased on a discretionary basis by a registered investment
adviser which is not part of an organization primarily engaged in the
brokerage business, that has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver; or
   14. to shares purchased with distributions of income, principal, and
capital gains from Fidelity Defined Trusts.    
In order to qualify for waivers (9), (10) and (13), eligible investors with
existing Class A accounts will be required to sign and comply with a
participation agreement. Eligible investors that do not meet revised asset
requirements specified in the participation agreement will be allowed to
continue investing in Class A shares under the terms of their current
relationship until June 30, 1997, after which they will be prevented from
making new or subsequent purchases in Class A load waived, except that
employee benefit plans will be permitted to make additional purchases of
Class A shares load waived.
   A sales load waiver form must accompany these transactions.
FINDERS FEE. On eligible purchases of Class A shares in amounts of $1
million or more, investment professionals will be compensated with a fee of
0.25%. Eligible purchases are the following purchases made through
broker-dealers and banks (excluding     trust departments): an individual
trade of $1 million or more; a trade which brings the value of the
accumulated account(s) of an investor (including an employee benefit plan)
past $1 million; a trade for an investor with an accumulated account value
of $1 million or more; and an incremental trade toward an investor's $1
million "Letter of Intent." 
   Any assets in relation to which an investment professional has received
such compensation will bear a contingent deferred sales charge (Class A
CDSC) if they do not remain in Class A shares of the Fidelity Advisor
Funds, Initial Class shares of Daily Money Fund: U.S. Treasury Portfolio or
Daily Money Fund: Money Market Portfolio, or shares of Daily Tax-Exempt
Money Fund, for a period of at least one uninterrupted year. The Class A
CDSC will be 0.25% of the lesser of the cost of the shares at the initial
date of purchase or the value of the shares at redemption, not including
any reinvested dividends or capital gains. Class A CDSC shares representing
reinvested dividends or capital gains, if any, will be redeemed first,
followed by other Class A CDSC shares that have been held for the longest
period of time.
With respect to employee benefit plans, the Class A CDSC does not apply to
the following types of redemptions: (i) plan loans or distributions or (ii)
exchanges to non-Advisor fund investment options. With respect to
Individual Retirement Accounts, the Class A CDSC does not apply to
redemptions made for disability, payment of death benefits, or required
partial distributions starting at age 70 1/2.    
CLASS B SHARES ONLY
The contingent deferred sales charge (CDSC) on Class B shares may be waived
in the case of (1) disability or death, provided that the redemption is
made within one year following the death or initial determination of
disability; or (2) in connection with a total or partial redemption made in
connection with distributions from retirement plan accounts at age 70 1/2,
which are permitted without penalty pursuant to the Internal Revenue Code.
A sales load waiver form must accompany these transactions.
CLASS A AND CLASS B SHARES ONLY
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, Initial Class shares and Class B shares of
Daily Money Fund: U.S. Treasury Portfolio, and Initial Class shares of
Daily Money Fund: Money Market Portfolio, and shares of 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
($500,000 for the Short-Term Bond Funds) had been invested at one time. To
ensure that you receive a reduced front-end sales charge 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.
Reinvested income and capital gain distributions do not count toward the
completion of the Letter.
Your initial investment must be at least 5% of the total amount you plan to
invest. Out of the initial purchase, 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 the total purchase.
If you do not complete your purchase under the Letter within the 13-month
period, 30 days' written notice will be provided for you to pay the
increased front-end sales charges due. Otherwise, sufficient escrowed Class
A shares will be redeemed to pay such charges.
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM. You can make regular
investments in Class A or Class B shares of the funds with the Systematic
Investment Program by completing the appropriate section of the account
application and attaching a voided personal check with your bank's magnetic
ink coding number across the front. If your bank account is jointly owned,
be sure that all owners sign.
Your account will be drafted on or about the first business day of every
month. You may cancel your participation in the Systematic Investment
Program at any time without payment of a cancellation fee. You will receive
a confirmation from the transfer agent for every transaction, and a debit
entry will appear on your bank statement.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM. If you own Class A shares
worth $10,000 or more, you can have monthly, quarterly or semiannual checks
sent from your account to you, to a person named by you, or to your bank
checking account. Your Systematic Withdrawal Program payments are drawn
from Class A share redemptions. If Systematic Withdrawal Plan redemptions
exceed income dividends earned on your shares, your account eventually may
be exhausted. 
CLASS A, CLASS B, AND INSTITUTIONAL CLASS SHARES
Each fund is open for business and the NAV and, where applicable, the
offering price, for each class is calculated each day the New York Stock
Exchange (NYSE) is open for trading. The NYSE has designated the following
holiday closings for 1996: New Year's Day, 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.
FSC normally determines each class's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, a class's NAV may be affected on days when investors do
not have access to 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.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of each fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that each fund's income is derived from qualifying dividends. For
any fund that invests significantly in foreign securities, corporate
shareholders should not expect fund dividends to qualify for the
dividends-received deduction. For those funds that may earn other types of
income, such as interest, income from securities loans, non-qualifying
dividends, and short-term capital gains, the percentage of dividends from
the funds that qualify for the deduction will generally be less than 100%.
For those funds whose income is primarily derived from interest, dividends
will not qualify for the dividends-received deduction available to
corporate shareholders. Each fund will notify corporate shareholders
annually of the percentage of fund dividends that qualifies for the
dividends-received deduction. A portion of each 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. As a consequence, FMR may adjust a
fund's income distributions to reflect the effect of currency fluctuations.
However, if foreign currency losses exceed a fund's net investment income
during a taxable year, all or a portion of the distributions made in the
same taxable year would be recharacterized as a return of capital to
shareholders, thereby reducing each shareholder's cost basis in his or her
fund   .
Sh    ort-term capital gains are distributed as dividend income, but do not
qualify for the dividends-received deduction. These gains will be taxed as
ordinary income. 
Each fund will send each of its shareholders a notice in January describing
the tax status of dividends and capital gain distributions, if any, for the
prior year.
Shareholders are required to report tax-exempt income on their federal tax
returns. Shareholders who earn other income, such as Social Security
benefits, may be subject to federal income tax on up to 85% of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
Each municipal fund purchases securities that are free of federal income
tax based on opinions of bond counsel regarding their tax status. These
opinions will generally be based on covenants by the issuers or other
parties regarding continuing compliance with federal tax requirements. If
at any time the covenants are not complied with, distribution to
shareholders of interest on a security could become federally taxable
retroactive to the date the security was issued. For certain types of
structured securities, opinions of bond counsel may also be based on the
effect of the structure on the federal and state tax treatment of the
income.
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 Intermediate Municipal Income's,
Short-Intermediate Municipal Income's, and High Income Municipal's policies
of investing 80% of its net assets in securities whose interest is free
from federal income tax, and New York Municipal Income's and California
Municipal Income's policies of investing 80% of its net assets in
securities whose interest is free from federal and state 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.
A portion of the gain on bonds purchased with market discount after April
30, 1993 and short-term capital gains distributed by a fund are federally
taxable to shareholders as dividends, not as capital gains. Dividend
distributions resulting from a recharacterization of gain from the sale of
bonds purchased at a discount after April 30, 1993 are not considered
income for the purposes of Intermediate Municipal Income's,
Short-Intermediate Municipal Income's, and High Income Municipal's policies
of investing 80% of its net assets in securities whose interest is free
from federal income tax, and New York Municipal Income's and California
Municipal Income's policies of investing 80% of its net assets in
securities whose interest is free from federal and state personal income
tax. 
Corporate investors should note that a tax preference item for purposes of
the corporate AMT is 75% of the amount by which adjusted current earnings
(which include tax-exempt interest) exceed the alternative minimum taxable
income of the corporation. If a shareholder receives an exempt-interest
dividend and sells shares at a loss after holding them for a period of six
months or less, the loss will be disallowed to the extent of the amount of
the exempt-interest dividend.
NEW YORK TAX MATTERS. It is not expected that New York Municipal Income
will incur New York income or franchise tax liability. In addition, New
York personal income tax law also provides that exempt-interest dividends
paid by a regulated investment company, or series thereof, from interest on
obligations which are exempt from tax under New York law are excludable
from gross income.
CALIFORNIA TAX MATTERS. As long as California Municipal Income continues to
qualify as a regulated investment company under the federal Internal
Revenue Code, it will incur no California income or franchise tax liability
on income and capital gains distributed to shareholders. California
personal income tax law provides that exempt-interest dividends paid by a
regulated investment company, or series thereof, from interest on
obligations that are exempt from California personal income tax are
excludable from gross income. For a fund to qualify to pay exempt-interest
dividends under California law, at least 50% of the value of its assets
must consist of such obligations at the close of each quarter of its fiscal
year. For purposes of California personal income taxation, distributions to
individual shareholders derived from interest on other types of obligations
and short-term capital gains will be taxed as dividends, and long-term
capital gain distributions will be taxed as long-term capital gains.
California has an alternative minimum tax similar to the federal AMT
described above. However, the California AMT does not include interest from
private activity municipal obligations as an item of tax preference.
Interest on indebtedness incurred or continued by a shareholder in
connection with the purchase of shares of a fund will not be deductible for
California personal income tax purposes.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by each fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a 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. Short-term capital gains distributed by
each fund are taxable to shareholders as dividends, not as capital gains.
   As of the fiscal year ended October 31, 1995, Overseas hereby designates
approximately $312,000 as a capital gain dividend for the purpose of the
dividend-paid deduction.
As of the fiscal year ended November 30, 1995, Equity Growth hereby
designates approximately $11,073,000 as a capital gain dividend for the
purpose of the dividend-paid deduction.
As of the fiscal year ended October 31, 1995, Global Resources hereby
designates approximately $273,000 as a capital gain dividend for the
purpose of the dividend-paid deduction.
As of the fiscal year ended October 31, 1995, Growth Opportunities hereby
designates approximately $7,717,000 as a capital gain dividend for the
purpose of the dividend-paid deduction.
As of the fiscal year ended November 30, 1995, Equity Income hereby
designates approximately $1,676,000 as a capital gain dividend for the
purpose of the dividend-paid deduction.
As of the fiscal year ended October 31, 1995, Income & Growth hereby
designates approximately $1,150,000 as a capital gain dividend for the
purpose of the dividend-paid deduction.
As of the fiscal year ended December 31, 1995, Strategic Opportunities
hereby designates approximately $1,313,000 as a capital gain dividend for
the purpose of the dividend-paid deduction.
As of the fiscal year ended December 31, 1995, Emerging Markets Income had
a capital loss carryforward aggregating approximately $6,212,000. This loss
carryforward, all of which will expire on December 31, 2003, is available
to offset future capital gains.
As of October 31, 1995, High Yield had a capital loss carryforward
aggregating approximately $5,281,000. This loss carryforward, all of which
will expire on October 31, 2002, is available to offset future capital
gains.
As of October 31, 1995, Government Investment had a capital loss
carryforward aggregating approximately $3,149,000. This loss carryforward,
all of which will expire on October 31, 2002, is available to offset future
capital gains.
As of November 30, 1995, Intermediate Bond had a capital loss carryforward
aggregating approximately $4,010,000. This loss carryforward, of which
$2,841,000, $1,035,000, and $134,000 will expire on November 30, 1998,
1999, and 2002, respectively, is available to offset future capital gains.
As of October 31, 1995, Short Fixed-Income had a capital loss carryforward
aggregating approximately $38,011,000. This loss carryforward, of which
$19,000, $128,000, $63,000, $286,000, $38,000, $336,000, $17,692,000, and
$19,449,000 will expire on October 31, 1996, 1997, 1998, 1999, 2000, 2001,
2002 and 2003, respectively, is available to offset future capital gains.
As of October 31, 1995, High Income Municipal had a capital loss
carryforward aggregating approximately $10,683,000. This loss carryforward,
of which $3,173,000 and $7,510,000 will expire on October 31, 2002 and
2003, respectively, is available to offset future capital gains.
As of November 30, 1995, Intermediate Municipal Income had a capital loss
carryforward aggregating approximately $1,069,000. This loss carryforward,
of which $627,000 and $442,000 will expire on November 30, 2002 and 2003,
respectively, is available to offset future capital gains.    
STATE AND LOCAL TAXES. For mutual funds organized as business trusts, state
law provides for a pass-through of the state and local income tax exemption
afforded to direct owners of U.S. Government securities. Some states limit
this to mutual funds that invest a certain amount in U.S. Government
securities, and some types of securities, such as repurchase agreements and
some agency-backed securities, may not qualify for this benefit. The tax
treatment of your dividend distributions from a fund will be the same as if
you directly owned your proportionate share of the U.S. Government
securities in the fund's portfolio. Because the income earned on most U.S.
Government securities in which each fund invests is exempt from state and
local income taxes, the portion of your dividends from each fund
attributable to these securities will also be free from income taxes. The
exemption from state and local income taxation does not preclude states
from assessing other taxes on the ownership of U.S. Government securities.
In a number of states, corporate franchise (income) tax laws do not exempt
interest earned on U.S. Government securities, whether such securities are
held directly or through a fund.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of a fund's
total assets are invested in securities of foreign issuers, the fund may
elect to pass through foreign taxes paid and thereby allow shareholders to
take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a "
regulated investment company" for tax purposes, so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and realized capital gains within each calendar year as well as on a
fiscal year basis. 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
constitute less than 30% of the 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, defined
as passive foreign investment companies (PFICs) in the Internal Revenue
Code, it may be subject to U.S. federal income tax on a portion of any
excess distribution or gain from the disposition of such shares. Interest
charges may also be imposed on the fund with respect to deferred taxes
arising from such distributions or gains. Generally, a fund will elect to
mark-to-market any PFIC shares. Unrealized gains will be recognized as
income for tax purposes and must be distributed to shareholders as
dividends.
Each fund is treated as a separate entity from the other funds, if any, in
its trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders of a fund may be subject to
state and local taxes on fund distributions, and shares may also be subject
to state and local personal property taxes. Investors should consult their
tax advisers to determine whether a fund is suitable for their particular
tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
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 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
also serve in similar capacities for other funds advised by FMR. The
business address of each Trustee and officer who is an "interested person"
(as defined in the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts
02109, which is also the address of FMR. The business address of all the
other Trustees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Those Trustees who are "interested persons" by
virtue of their affiliation with either a trust or FMR are indicated by an
asterisk (*).
*EDWARD C. JOHNSON 3d, (65), 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, (54), 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, (63), 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, (64), 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, (71), 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 Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc., and he
previously served as Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES, (68), Trustee (1990). Prior to his retirement in 1984,
Mr. Jones was Chairman and Chief Executive Officer of LTV Steel Company. He
is a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc. (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products, 1990),
and he previously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). 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, (63), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance) and he previously served as Director of Valuation
Research Corp. (appraisals and valuations, 1993). In addition, he serves as
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, (52), Trustee (1990) is Vice Chairman 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 (1989) and Society for the Preservation of
New England Antiquities, and as an Overseer of the Museum of Fine Arts of
Boston (1990).
GERALD C. McDONOUGH, (66), 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, (71), 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 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, (62), 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, (67), 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 (61), 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 (55), Manager of Security Transactions of Fidelity's
equity funds, is Vice President of FMR.
ROBERT A. LAWRENCE (43), 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).
FRED L. HENNING (56), Vice President, is Vice President of Fidelity's money
market (1994) and fixed-income (1995) funds and senior Vice President of
FMR Texas Inc.
   BETTINA E. DOULTON (31) is Vice President of Equity Income (1995) and
other funds advised by FMR, and an employee of FMR.    
MARGARET L. EAGLE (46), is Vice President of High Yield and an employee of
FMR.
DANIEL R. FRANK (38), is Vice President of Strategic Opportunities and an
employee of FMR.
   KEVIN E. GRANT (35), is Vice President of Intermediate Bond (1995), and
other funds advised by FMR, and an employee of FMR.
ROBERT J. HABER (37), is Vice President of Income & Growth (1989) and an
employee of FMR.
JOHN R. HICKLING (36) is Vice President of Overseas (1993) and an employee
of FMR.
NORMAN U. LIND (39) is Vice President of Short-Intermediate Municipal
Income (1995), and other funds advised by FMR, and an employee of FMR.    
MALCOLM W. MacNAUGHT II (58), is Vice President of Global Resources (1991)
and an employee of FMR.
ROBERT E. STANSKY (40), is Vice President of Equity Growth (1991) and of
other funds advised by FMR, and an employee of FMR.
   GEORGE A. VANDERHEIDEN (50), is Vice President of Growth Opportunities
(1990), and other funds advised by FMR, and an employee of FMR.    
ARTHUR S. LORING (48), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (48), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
JOHN H. COSTELLO (49), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), 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).
The following table sets forth information describing the compensation of
each current trustee of each fund for his or her services as trustee for
the fiscal year ended 1995.
   COMPENSATION TABLE
          Aggregate Compensation       
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>       <C>    <C>     <C>      <C>         <C>     <C>      <C>      <C>             <C>    <C>       <C>  
           J. Gary   Ralph  Phyllis Richard  Edward C.   E.      Donald   Peter S. Gerald C.      Edward  Marvin      Thomas      
           Burkhead  F. Cox Burke   J. Flynn Johnson 3d  Bradley J. Kirk  Lynch    McDonough      H.      L. Mann     R. 
          (dagger)          Davis            (dagger)    Jones            (dagger)                Malone              Williams
 
 Overseas* $0        $ 296  $ 286   $ 375    $0          $ 296   $ 299    $0       $ 296          $ 296   $ 296       $ 293       
 
 Equity 
Growth**   0         729    715     922      0           729     736      0        729            729     722         720         
 
 Global 
Resources* 0         92     89      117      0           92      93       0        92             92      92          91          
 
 Growth    0         2,534  2,458   3,219    0           2,534   2,556    0        2,536          2,534   2,533       2,498       
 Opportunities*                                                                                                                  
 
 Strategic 0         211    209     262      0           211     215      0        213            211     211         208         
 Opportunities***                                                                                                                
 
 Equity 
Income**   0         286    281     361      0           286     288      0        286            286     284         282         
 
 Income & 
Growth*    0         1,450  1,398   1,832    0           1,450   1,466    0        1,450          1,450   1,450       1,433       
 
 Emerging 
Markets    0         16     16      20       0           16      17       0        17             16      16          16          
 Income***                                                                                                                       
 
 High 
Yield*     0         363    351     460      0           363     367      0        363            363     363         358         
 
 Strategic 
Income***  0         15     14      18       0           15      15       0        15             15      15          14          
 
 Government 0        64     62      82       0           64      65       0        64             64      64          63          
 Investment*                                                                                                                     
 
 Intermediate 
Bond**      0        154    151     194      0           154     156      0        154            154     152         152         
 
 Short 
Fixed-      0        301    288     380      0           301     305      0        300            301     301         298         
 Income*                                                                                                                          
 
 High 
Income      0        242    233     306      0           242     246      0        242            242     243         240         
 Municipal*                                                                                                                      
 
 Intermediate  0     31     31      39       0           31      32       0        31             31      31          31          
 Municipal                                                                                                                      
 Income**                                                                                                                        
 
 Short-
Intermediate 0       8      8       10       0           8       8        0        8              8       8           8           
 Municipal                                                                                                                      
 Income**                                                                                                                      
 
 New York    0       29     25      30       0           25      25       0        25             25      25          25          
 Municipal                                                                                                                       
 Income*+                                                                                                                         
 
 California  0       25     25      30       0           25      25       0        25             25      25          25          
 Municipal                                                                                                                      
 Income*+                                                                                                                        
 
 Mid Cap**+  0       40     40      45       0           40      40       0        40             40      40          40          
 
 Large Cap**+ 0      30     30      35       0           30      30       0        30             30      30          30 
           
 
</TABLE>
 
   * Fiscal period ended October 31
** Fiscal period ended November 30
*** Fiscal period ended December 31
+ Estimated
(dagger) Interested trustees of each fund are compensated by FMR.    
 
<TABLE>
<CAPTION>
<S>                                   <C>                           <C>                        <C>                          
                                         Pension or                    Estimated Annual           Total Compensation        
                                         Retirement Benefits           Benefits Upon              from the Fund             
                                         Accrued as part of            Retirement                Complex*                  
                                         Fund Expenses                 from the                                            
                                         from                         Fund Complex*                                        
                                         the Fund Complex*                                                                  
 
   J. Gary Burkhead(dagger)               $ 0                           $ 0                        $ 0                      
 
   Ralph F. Cox                            5,200                         52,000                     128,000                 
 
   Phyllis Burke Davis                     5,200                         52,000                     125,000                 
 
   Richard J. Flynn                        0                             52,000                     160,500                 
 
   Edward C. Johnson 3d(dagger)            0                             0                          0                       
 
   E. Bradley Jones                        5,200                         49,400                     128,000                 
 
   Donald J. Kirk                          5,200                         52,000                     129,500                 
 
   Peter S. Lynch(dagger)                  0                             0                          0                       
 
   Gerald C. McDonough                     5,200                         52,000                     128,000                 
 
   Edward H. Malone                        5,200                         44,200                     128,000                 
 
   Marvin L. Mann                          5,200                         52,000                     128,000                 
 
   Thomas R. Williams                      5,200                         52,000                     125,000                 
 
</TABLE>
 
   * Information is as of December 31, 1995 for 219 funds in the
complex.    
(dagger) Interested Trustees of each fund are compensated by FMR.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of Trustees' fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate the fund to retain the services of
any Trustee or to pay any particular level of compensation to the Trustee.
Each fund may invest in such designated securities under the Plan without
shareholder approval.
Under a retirement program that was 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 is 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.
   As of January 31, 1996, approximately 2.30% of Strategic Income, 11.38%
of Emerging Markets Income and 38.07% of New York Municipal Income's total
outstanding shares were held by an FMR affiliate, FMR Corp.  Mr. Edward C.
Johnson 3d, President and Trustee of the funds, is a member of a family
group which, by virtue of its owning approximately 49% of the voting
securities of FMR Corp., may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp. Therefore, based on his
membership in this family group, Mr. Edward C. Johnson 3d may be deemed to
own beneficially these shares. As of this date, with the exception of Mr.
Johnson 3d's ownership of the Strategic Income, Emerging Markets Income and
New York Municipal Income's shares, the Trustees and officers of the funds
owned, in the aggregate, less than 1% of each fund's total outstanding
shares.
A shareholder owning of record or beneficially more than 25% of a fund's
outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other shareholders.
As of January 31, 1996, the following owned of record or beneficially 5% or
more of the outstanding shares of the classes of the following Fidelity
Advisor funds: 
ADVISOR EMERGING MARKETS INCOME - CLASS A: FMR Corp., Boston, MA (14.08%);
NFSC, New York, NY (13.93%).
ADVISOR EMERGING MARKETS INCOME - CLASS B: Donaldson, Lufkin & Jenrette,
New York, NY (11.69%); NFSC, New York, NY (10.25%); Painewebber Inc.,
Weehawken, NJ (8.17%).
ADVISOR EMERGING MARKETS INCOME - INSTITUTIONAL CLASS: FMR Corp., Boston,
MA (62.01%); Union Bank, Panorama City, CA (45.73%).
ADVISOR EQUITY GROWTH - CLASS A: Cigna Securities, Hartford, CT (8.60%);
Smith, Barney, Lehman, New York, NY (6.77%); Merrill Lynch Pierce Fenner,
Jacksonville, FL (5.98%).
ADVISOR EQUITY GROWTH - INSTITUTIONAL CLASS: Financial Advisor Services,
San Francisco, CA (5.31%).
ADVISOR EQUITY INCOME - CLASS A: Smith, Barney, Lehman, New York, NY
(6.72%).
ADVISOR EQUITY INCOME - CLASS B: Smith, Barney, Lehman, New York, NY
(8.15%); Donaldson, Lufkin & Jenrette, New York, NY (7.19%); NFSC, New
York, NY (6.12%), Merrill Lynch Pierce Fenner, Jacksonville, FL (6.11%).
ADVISOR EQUITY INCOME - INSTITUTIONAL CLASS: First National Bank of Ohio,
Akron, OH (18.52%); First National Bank, Gainesville, Gainesville, GA
(8.89%); First Hawaiian Bank, Honolulu, HI (6.77%).
ADVISOR GLOBAL RESOURCES - CLASS A: Smith, Barney, Lehman, New York, NY
(8.40%); NFSC, New York, NY (6.61%); Royal Alliance Assoc., Inc.,
Birmingham, AL (5.44%); Donaldson, Lufkin & Jenrette, New York, NY (5.28%).
ADVISOR GLOBAL RESOURCES - CLASS B: Smith, Barney, Lehman, New York, NY
(9.01%); NFSC, New York, NY (8.40%); A.G. Edwards & Sons, St. Louis, MO
(6.10%), Donaldson, Lufkin & Jenrette, New York, NY (5.41%); Investment
Management & Research, St. Petersburg, FL (5.32%); Royal Alliance Assoc.,
Inc., Birmingham, AL (5.11%); 
ADVISOR GLOBAL RESOURCES - INSTITUTIONAL CLASS: Charles Schwab and Co.,
Inc., San Francisco, CA (66.00%); First Hawaiian Bank, Honolulu, HI
(30.14%).
ADVISOR GOVERNMENT INVESTMENT - CLASS A: Commonwealth Equity, Waltham, MA
(9.09%); NFSC, New York, NY (6.29%).
ADVISOR GOVERNMENT INVESTMENT - CLASS B: NFSC, New York, NY (8.25%); Royal
Alliance Assoc., Inc., Birmingham, AL (7.92%); Smith, Barney, Lehman, New
York, NY (5.38%); Donaldson, Lufkin & Jenrette, New York, NY (5.31%).
ADVISOR GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (65.76%); United National Bank, Parkersburg, WV (12.05%);
Evergreen Bank, N.A., Glens Falls, NY (5.45%).
ADVISOR GROWTH OPPORTUNITIES - CLASS A: CIGNA Securities, Hartford, CT
(17.91%); Smith, Barney, Lehman, New York, NY (7.63%); A.G. Edwards & Sons,
St. Louis, MO (5.44%).
ADVISOR GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (29.50%); Cullen/Frost Bank, Dallas, TX (19.40%); First
National Bank, Gainesville, GA (11.38%); Wells Fargo Bank, San Francisco,
CA (6.93%).
ADVISOR HIGH INCOME MUNICIPAL - CLASS A: Smith, Barney, Lehman, New York,
NY (10.03%); A.G. Edwards & Sons, St. Louis, MO (6.99%); Royal Alliance
Assoc., Inc., Birmingham, AL (5.20%).
ADVISOR HIGH INCOME MUNICIPAL - CLASS B: Donaldson, Lufkin & Jenrette, New
York, NY (11.90%); NFSC, New York, NY (7.79%).
ADVISOR HIGH INCOME MUNICIPAL - INSTITUTIONAL CLASS: Tompkins County Trust
Company, Ithaca, NY (57.02%); FMR Corp., Boston, MA (21.42%); Evergreen
Bank, N.A., Glens Falls, NY (10.54%); First National Bank of Terre Haute,
Terre Haute, IN (6.46%).
ADVISOR HIGH YIELD - CLASS A: Donaldson, Lufkin & Jenrette, New York, NY
(8.01%); Smith, Barney, Lehman, New York, NY (7.07%); NFSC, New York, NY
(6.54%); Royal Alliance Assoc., Inc., Birmingham, AL (5.73%).
ADVISOR HIGH YIELD - CLASS B: Walnut Street Securities, St. Louis, MO
(10.28%); Donaldson, Lufkin & Jenrette, New York, NY (7.22%); Prudential
Securities, New York, NY (7.01%); NFSC, New York, NY (6.92%); Smith,
Barney, Lehman, New York, NY (6.16%); Merrill Lynch Pierce Fenner,
Jacksonville, FL (5.89%).
ADVISOR HIGH YIELD - INSTITUTIONAL CLASS: Charles Schwab and Co., Inc., San
Francisco, CA (45.45%); Gross Financial Corporation, San Antonio, TX
(38.66%); First Trust Company, Denver, CO (8,66%).
ADVISOR INCOME & GROWTH - CLASS A: CIGNA Securities, Hartford, CT (21.26%);
Smith, Barney, Lehman, New York, NY (5.47%).
ADVISOR INCOME & GROWTH - INSTITUTIONAL CLASS: First National Bank of Santa
Fe, Santa Fe, (31.60%); Columbus Bank and Trust Company, Columbus, GA
(17.25); National Bank of Alaska, Anchorage, AK (14.54%); TrustCorp; Great
Falls, MT (11.90%); Benefit Services Corporation, Atlanta, GA (11.88%); FMR
Corp., Boston, MA (6.33%); First Hawaiian Bank, Honolulu, HI (6.23%).
ADVISOR INTERMEDIATE BOND - CLASS A: Painewebber Inc., Weehawken, NJ
(9.08%); Smith, Barney, Lehman, New York, NY (5.30%).
ADVISOR INTERMEDIATE BOND - CLASS B: Donaldson, Lufkin & Jenrette, New
York, NY (10.26%); Royal Alliance Assoc., Inc., Birmingham, AL (7.61%).;
NFSC, New York, NY (6.57%).
ADVISOR INTERMEDIATE BOND - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (8.45%); Homeland Bank NA, Waterloo, IA (7.14%); Hawkeye Bank
& Trust, Des Moines, IA (6.58%); First National Bank of Ohio, Akron, OH
(5.75%); Amivest Corporation, New York, NY (5.72%); First National Bank of
Commerce, New Orleans, LA (5.22%).
ADVISOR INTERMEDIATE MUNICIPAL INCOME- CLASS A: Merrill Lynch Pierce
Fenner, Jacksonville, FL (9.37%); Royal Alliance Assoc., Inc., Birmingham,
AL (8.07%); Smith Barney, Lehman, New York, NY (6.75%); Donaldson, Lufkin &
Jenrette, New York, NY (5.27%); Chase Manhattan Investment Services, New
York, NY (5.25%).
ADVISOR INTERMEDIATE MUNICIPAL INCOME - CLASS B: Donaldson, Lufkin &
Jenrette, New York, NY (12.38%); Royal Alliance Assoc., Inc., Birmingham,
AL (7.91%); NFSC, New York, NY (8.50%); A.G. Edwards & Sons, St. Louis, MO
(8.33%); Prudential Securities, New York, NY (6.96%).
ADVISOR INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS: Laird Norton
Co., Seattle, WA (35.67%); Citizens State Bank, Corpus Christi, TX (9.17%);
First Interstate Bank of Texas, Houston, TX (9.01%); Liberty Bank & Trust
of Tulsa, Tulsa, OK (8.76%); South Holland Bancorp, South Holland, IL
(5.93%).
ADVISOR NEW YORK MUNICIPAL INCOME - CLASS A: FMR Corp., Boston, MA
(23.78%); A.G. Edwards & Sons, St. Louis, MO (13.93%); North Ridge
Securities Corp., Hauppauge, NY (10.92%); Prudential Securities, New York,
NY (6.00%); Royal Alliance Assoc., Inc., Birmingham, AL (5.74%); Chemical
Bank, New York, NY (5.75%); First Albany, Albany, NY (5.65%).
ADVISOR NEW YORK MUNICIPAL INCOME - CLASS B: FMR Corp., Boston, MA
(38.84%); NFSC, New York, NY (19.11%); W.S. Griffith & Co., Inc., San
Diego, CA (7.04%); Prudential Securities, New York, NY (5.36%).
ADVISOR NEW YORK MUNICIPAL INCOME - INSTITUTIONAL CLASS: FMR Corp., Boston,
MA (100.00%).
ADVISOR OVERSEAS - CLASS A: Smith, Barney, Lehman, New York, NY (9.32%).
ADVISOR OVERSEAS - CLASS B: NFSC, New York, NY (9.71%); Smith, Barney,
Lehman, New York, NY (8.96%); Painewebber Inc., Weehawken, NJ (8.80%);
Merrill Lynch Pierce Fenner, Jacksonville, FL (5.98%).
ADVISOR OVERSEAS - INSTITUTIONAL CLASS: First Hawaiian Bank, Honolulu, HI
(44.57%); Tompkins County Trust Company, Ithaca, NY (13.20%); Benefit
Services Corporation, Atlanta, GA (12.62%); Evergreen Bank, N.A., Glens
Falls, NY (5.99%); Commonwealth Equity, Waltham, MA (5.74%).
ADVISOR SHORT FIXED INCOME - CLASS A: NFSC, New York, NY (8.56%); Smith,
Barney, Lehman, New York (5.92%).
ADVISOR SHORT FIXED INCOME - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (83.35%).
ADVISOR SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS A: NFSC, New York, NY
(9.63%); CIGNA Life, Hartford, CT (7.13%).
ADVISOR SHORT-INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS: FMR
Corp., Boston, MA (52.30%).
ADVISOR STRATEGIC INCOME - CLASS A: NFSC, New York, NY (8.97%); Donaldson,
Lufkin & Jenrette, New York, NY (6.45%); Royal Alliance Assoc., Inc.,
Birmingham, AL (6.22%); FSC Securities, Marietta, GA (5.82%); Financial
Network Invest Corp., Torrance, CA (5.40%).
ADVISOR STRATEGIC INCOME - CLASS B: G.W. & Wade, Wellesley, MA (50.51%);
FMR Corp., Boston, MA (6.66%); NFSC, New York, NY (6.01%).
ADVISOR STRATEGIC INCOME - INSTITUTIONAL CLASS: FMR Corp., Boston, MA
(100.00%).
ADVISOR STRATEGIC OPPORTUNITIES - CLASS A: Merrill Lynch Pierce Fenner,
Jacksonville, FL (13.44%); CIGNA Securities, Hartford, CT (7.84%); A.G.
Edwards & Sons, St. Louis, MO (6.55%); Smith, Barney, Lehman, New York, NY
(5.20%).
ADVISOR STRATEGIC OPPORTUNITIES - CLASS B: Donaldson, Lufkin & Jenrette,
New York, NY (7.45%); Smith, Barney, Lehman, New York, NY (6.89%); Dain
Bosworth Inc., Minneapolis, MN (6.64%); NFSC, New York, NY (5.71%).    
ADVISOR STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (88.87%).
MANAGEMENT CONTRACTS
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 to
the transfer agent and the pricing and bookkeeping 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, each trust, on behalf of
each of 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.
FMR is each fund's manager pursuant to management contracts dated and
approved by shareholders on the dates shown in the table below. 
 
<TABLE>
<CAPTION>
<S>                                          <C>                           <C>                            
FUND                                         DATE OF MANAGEMENT CONTRACT   DATE OF SHAREHOLDER APPROVAL   
 
   Overseas                                     1/1/93                        12/1/92                     
 
Mid Cap                                      1/18/96                       1/18/96                        
 
Equity Growth                                12/1/90                       11/14/90                       
 
Global Resources                             12/1/94                       11/16/94                       
 
Growth Opportunities                         1/1/95                        12/14/94                       
 
Strategic Opportunities                      11/29/90                      9/19/90                        
 
   Large Cap                                    1/18/96                       1/18/96                     
 
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                        12/14/94                       
 
Strategic Income                             9/16/94                       10/14/94                       
 
Government Investment                        1/1/95                        12/14/94                       
 
Intermediate Bond                            1/1/95                        12/14/94                       
 
Short Fixed-Income                           1/195                         12/14/94                       
 
High Income Municipal                        12/1/94                       11/16/94                       
 
Intermediate Municipal Income                7/1/95                        6/14/95                        
 
   Short-Intermediate Municipal Income          7/1/95                        6/14/95                     
 
   New York Municipal Income                    11/17/94                      12/8/94                     
 
   California Municipal Income                  12/14/95                      12/14/95                    
 
</TABLE>
 
   For the services of FMR under its 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 services of FMR under each contract, Mid Cap, Equity Growth, Global
Resources, Large Cap, Income & Growth, Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Intermediate Municipal Income,
Short-Intermediate Municipal Income, New York Municipal Income, and
California Municipal Income each pays FMR a monthly management fee composed
of the sum of two elements: a group fee rate and an individual fund fee
rate.
For the services of FMR under each contract, Overseas, Growth
Opportunities, and Strategic Opportunities each pays FMR a monthly
management fee composed of the sum of two elements: a basic fee rate and a
performance adjustment based on a comparison of the performance of Growth
Opportunities, and Strategic Opportunities to that of the S&P 500 and the
performance of Overseas to that of the capitalization-weighted EAFE. The
capitalization weighted (cap-weighted) EAFE is an approximate
representation of each country's share of the stock market value of all
countries in the index.    
COMPUTING THE BASIC FEE. The basic fee rate for each fund (except Equity
Income) is 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. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively     applying the annualized rates on the left. For
example, the effective annual fee rate at $366.9 billion of group net
assets - the approximate level for December 1995 - was 0.3097% for equity
funds and 0.1482% for fixed-income funds, which is the weighted average of
the respective fee rates for each level of group net assets up $366.9
billion. 
   BOND FUNDS
The following fee schedule is the current fee schedule for all bond funds
except Emerging Markets Income and California Municipal Income.    
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 0        -     3 billion   .3700%    $ 0.5 billion   .3700%   
 
3          -     6           .3400     25              .2664    
 
6          -     9           .3100     50              .2188    
 
9          -     12          .2800     75              .1986    
 
12         -     15          .2500     100             .1869    
 
15         -     18          .2200     125             .1793    
 
18         -     21          .2000     150             .1736    
 
21         -     24          .1900     175             .1690    
 
24         -     30          .1800     200             .1652    
 
30         -     36          .1750     225             .1618    
 
36         -     42          .1700     250             .1587    
 
42         -     48          .1650     275             .1560    
 
48         -     66          .1600     300             .1536    
 
66         -     84          .1550     325             .1514    
 
84         -     120         .1500     350             .1494    
 
120        -     156         .1450     375             .1476    
 
156        -     192         .1400     400             .1459    
 
192        -     228         .1350                              
 
228        -     264         .1300                              
 
264        -     300         .1275                              
 
300        -     336         .1250                              
 
336        -     372         .1225                              
 
Over 372                     .1200                              
 
This fee schedule has been approved by the shareholders of each bond fund
except Emerging Markets Income and California Municipal Income.
EMERGING MARKETS INCOME. The following fee schedule is the current fee
schedule for Emerging Markets Income.
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 0        -     3 billion   .3700%    $ 0.5 billion   .3700%   
 
3          -     6           .3400     25              .2664    
 
6          -     9           .3100     50              .2188    
 
9          -     12          .2800     75              .1986    
 
12         -     15          .2500     100             .1869    
 
15         -     18          .2200     125             .1793    
 
18         -     21          .2000     150             .1736    
 
21         -     24          .1900     175             .1695    
 
24         -     30          .1800     200             .1658    
 
30         -     36          .1750     225             .1629    
 
36         -     42          .1700     250             .1604    
 
42         -     48          .1650     275             .1583    
 
48         -     66          .1600     300             .1565    
 
66         -     84          .1550     325             .1548    
 
84         -     120         .1500     350             .1533    
 
120        -     174         .1450     400             .1507    
 
174        -     228         .1400                              
 
228        -     282         .1375                              
 
282        -     336         .1350                              
 
Over 336                     .1325                              
 
On August 1, 1994, FMR voluntarily revised the group fee rate schedule for
Emerging Markets Income, and added new breakpoints, pending shareholder
approval of a new management contract reflecting the additional
breakpoints. The revised group fee rate schedule is identical to the above
schedule for average group assets under $156 billion. For average group
assets in excess of $156 billion, the group fee rate schedule voluntarily
adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 120      -     156 billion   .1450%    $150 billion   .1736%   
 
156        -     192           .1400     175            .1690    
 
192        -     228           .1350     200            .1652    
 
228        -     264           .1300     225            .1618    
 
264        -     300           .1275     250            .1587    
 
300        -     336           .1250     275            .1560    
 
336        -     372           .1225     300            .1536    
 
Over 372                       .1200     325            .1514    
 
                                         350            .1494    
 
                                         375            .1476    
 
                                         400            .1459    
 
   On January 1, 1996, FMR voluntarily added new breakpoints to the
(revised, in the case of Emerging Markets Income) schedule for average
group assets in excess of $372 billion, pending shareholder approval of a
new management contract reflecting the additional breakpoints. The
(revised, in the case of Emerging Markets Income) group fee rate schedule
and its extension provide for lower management fee rates as FMR's assets
under management increase. For average group assets in excess of $372
billion, the group fee rate schedule voluntarily adopted by FMR is as
follows:
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                     <C>            
   $ 372             -          408 billion          .1200%          $  400 billion          .1459       
 
   408               -          444                  .1175           425                     .1443       
 
   444               -          480                  .1150           450                     .1427       
 
   480               -          516                  .1125           475                     .1413       
 
   Over 516                                          .1100           500                     .1399       
 
                                                                     525                     .1385       
 
                                                                     550                     .1372       
 
</TABLE>
 
   CALIFORNIA MUNICIPAL INCOME. The following fee schedule is the current
fee schedule for California Municipal Income.
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                 <C>             <C>                    <C>             
   $ 0               -          $3 billion          .3700%          $ 0.5 billion          .3700%       
 
   3                 -          6                   .3400           25                     .2664        
 
   6                 -          9                   .3100           50                     .2188        
 
   9                 -          12                  .2800           75                     .1986        
 
   12                -          15                  .2500           100                    .1869        
 
   15                -          18                  .2200           125                    .1793        
 
   18                -          21                  .2000           150                    .1736        
 
   21                -          24                  .1900           175                    .1690        
 
   24                -          30                  .1800           200                    .1652        
 
   30                -          36                  .1750           225                    .1618        
 
   36                -          42                  .1700           250                    .1587        
 
   42                -          48                  .1650           275                    .1560        
 
   48                -          66                  .1600           300                    .1536        
 
   66                -          84                  .1550           325                    .1514        
 
   84                -          120                 .1500           350                    .1494        
 
   120               -          156                 .1450           375                    .1476        
 
   156               -          192                 .1400           400                    .1459        
 
   192               -          228                 .1350           425                    .1443        
 
   228               -          264                 .1300           450                    .1427        
 
   264               -          300                 .1275           475                    .1413        
 
   300               -          336                 .1250           500                    .1399        
 
   336               -          372                 .1225           525                    .1385        
 
   372               -          408                 .1200           550                    .1372        
 
   408               -          444                 .1175                                               
 
   444               -          480                 .1150                                               
 
   480               -          516                 .1125                                               
 
   Over 516                                         .1100                                               
 
</TABLE>
 
   The fee schedule has been approved by the shareholders of California
Municipal Income.
EQUITY FUNDS
The following fee schedule is the current fee schedule for all equity funds
(except Mid Cap, Large Cap, Strategic Opportunities, Equity Income, Equity
Growth, and Overseas).    
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 0        -     3 billion   .5200%    $ 0.5 billion   .5200%   
 
3          -     6           .4900     25              .4238    
 
6          -     9           .4600     50              .3823    
 
9          -     12          .4300     75              .3626    
 
12         -     15          .4000     100             .3512    
 
15         -     18          .3850     125             .3430    
 
18         -     21          .3700     150             .3371    
 
21         -     24          .3600     175             .3325    
 
24         -     30          .3500     200             .3284    
 
30         -     36          .3450     225             .3249    
 
36         -     42          .3400     250             .3219    
 
42         -     48          .3350     275             .3190    
 
48         -     66          .3250     300             .3163    
 
66         -     84          .3200     325             .3137    
 
84         -     102         .3150     350             .3113    
 
102        -     138         .3100     375             .3090    
 
138        -     174         .3050     400             .3067    
 
174        -     210         .3000                              
 
210        -     246         .2950                              
 
246        -     282         .2900                              
 
282        -     318         .2850                              
 
318        -     354         .2800                              
 
354        -     390         .2750                              
 
Over 390                     .2700                              
 
   This fee schedule has been approved by shareholders of each equity fund
except Mid Cap, Large Cap, Overseas, Equity Growth, Strategic
Opportunities, and Equity Income (see chart indicating date of management
contract and date of shareholder approval).
On January 1, 1996, FMR voluntarily added new breakpoints to the schedule
for average group assets in excess of $390 billion, pending shareholder
approval of a new management contract reflecting the additional
breakpoints. The revised group fee rate schedule and its extensions provide
for lower management fee rates as FMR's assets under management increase.
The revised group fee rate schedule for average group assets in excess of
$210 billion and up to $390 billion with additional breakpoints voluntarily
adopted by FMR for average group assets in excess of $390 billion is as
follows:
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                    <C>             
   $ 174             -          210 billion          .3000%           $150 billion          .3371%       
 
   210               -          246                  .2950            175                   .3325        
 
   246               -          282                  .2900            200                   .3284        
 
   282               -          318                  .2850            225                   .3249        
 
   318               -          354                  .2800            250                   .3219        
 
   354               -          390                  .2750            275                   .3190        
 
   390               -          426                  .2700            300                   .3163        
 
   426               -          462                  .2650            325                   .3137        
 
   462               -          498                  .2600            350                   .3113        
 
   498               -          534                  .2550            375                   .3090        
 
   Over 534                                          .2500            400                   .3067        
 
                                                                      425                   .3046        
 
                                                                      450                   .3024        
 
                                                                      475                   .3003        
 
                                                                      500                   .2982        
 
                                                                      525                   .2962        
 
                                                                      550                   .2942        
 
</TABLE>
 
   EQUITY GROWTH AND STRATEGIC OPPORTUNITIES.     The following fee
schedule is the current fee schedule for Equity Growth and Strategic
Opportunities.
   GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                <C>             <C>                     <C>             
   $ 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                                                
 
</TABLE>
 
   Under each fund's current management contract with FMR, the group fee
rate is based on a schedule with breakpoints ending at .3100% for average
group assets in excess of $102 billion. The group fee rate breakpoints
shown above for average group assets in excess of $138 billion and under
$228 billion were voluntarily adopted by FMR on January 1, 1992. The
additional breakpoints shown above for average group 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 for average group assets
in excess of $210 billion and under $390 billion as shown in the schedule
below. The revised group fee rate schedule was identical to the above
schedule for average group assets under $210 billion. For average group
assets in excess of $210 billion, the group fee rate schedule voluntarily
adopted by FMR is as follows: 
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                    <C>             
   $ 138             -          174 billion          .3050%           $150 billion          .3371%       
 
   174               -          210                  .3000            175                   .3325        
 
   210               -          246                  .2950            200                   .3284        
 
   246               -          282                  .2900            225                   .3249        
 
   282               -          318                  .2850            250                   .3219        
 
   318               -          354                  .2800            275                   .3190        
 
   354               -          390                  .2750            300                   .3163        
 
   Over 390                                          .2700            325                   .3137        
 
                                                                      350                   .3113        
 
                                                                      375                   .3090        
 
                                                                      400                   .3067        
 
</TABLE>
 
   On January 1, 1996, FMR voluntarily added new breakpoints to the revised
schedule for average group assets in excess of $390 billion, pending
shareholder approval of a new management contract reflecting the revised
schedule and additional breakpoints. The revised group fee rate schedule
and its extensions provide for lower management fee rates as FMR's assets
under management increase. The revised group fee rate schedule for average
group assets in excess of $210 billion and up to $390 billion with
additional breakpoints voluntarily adopted by FMR for average group assets
in excess of $390 billion is as follows: 
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                    <C>             
   $ 174             -          210 billion          .3000%           $150 billion          .3371%       
 
   210               -          246                  .2950            175                   .3325        
 
   246               -          282                  .2900            200                   .3284        
 
   282               -          318                  .2850            225                   .3249        
 
   318               -          354                  .2800            250                   .3219        
 
   354               -          390                  .2750            275                   .3190        
 
   390               -          426                  .2700            300                   .3163        
 
   426               -          462                  .2650            325                   .3137        
 
   462               -          498                  .2600            350                   .3113        
 
   498               -          534                  .2550            375                   .3090        
 
   Over 534                                          .2500            400                   .3067        
 
                                                                      425                   .3046        
 
                                                                      450                   .3024        
 
                                                                      475                   .3003        
 
                                                                      500                   .2982        
 
                                                                      525                   .2962        
 
                                                                      550                   .2942        
 
</TABLE>
 
   OVERSEAS. The following fee schedule is the current fee schedule for
Overseas.
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                <C>             <C>                     <C>             
   $ 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                                                
 
</TABLE>
 
   Under the fund's current management contract with FMR, the group fee
rate is based on a schedule with breakpoints ending at .3000% for average
group assets in excess of $174 billion. Prior to January 1, 1993, the group
fee rate breakpoints shown above for average group assets in excess of $138
billion and under $228 billion were voluntarily adopted by FMR on January
1, 1992. The additional breakpoints shown above for average group 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. The revised group fee
rate schedule is identical to the above schedule for average group assets
under $210 billion. For average group assets in excess of $210 billion, the
group fee rate schedule voluntarily adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                    <C>             
   $ 138             -          174 billion          .3050%           $150 billion          .3371%       
 
   174               -          210                  .3000            175                   .3325        
 
   210               -          246                  .2950            200                   .3284        
 
   246               -          282                  .2900            225                   .3249        
 
   282               -          318                  .2850            250                   .3219        
 
   318               -          354                  .2800            275                   .3190        
 
   354               -          390                  .2750            300                   .3163        
 
   Over 390                                          .2700            325                   .3137        
 
                                                                      350                   .3113        
 
                                                                      375                   .3090        
 
                                                                      400                   .3067        
 
</TABLE>
 
   On January 1, 1996, FMR voluntarily added new breakpoints to the revised
schedule for average group assets in excess of $390 billion, pending
shareholder approval of a new management contract reflecting the revised
schedule and additional breakpoints. The revised group fee rate schedule
and its extensions provide for lower management fee rates as FMR's assets
under management increase. For average group assets in excess of of $210
billion, the revised group fee rate schedule with additional breakpoints
voluntarily adopted by FMR is as follows: 
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                  <C>             <C>                    <C>             
   $ 174             -          210 billion          .3000%           $150 billion          .3371%       
 
   210               -          246                  .2950            175                   .3325        
 
   246               -          282                  .2900            200                   .3284        
 
   282               -          318                  .2850            225                   .3249        
 
   318               -          354                  .2800            250                   .3219        
 
   354               -          390                  .2750            275                   .3190        
 
   390               -          426                  .2700            300                   .3163        
 
   426               -          462                  .2650            325                   .3137        
 
   462               -          498                  .2600            350                   .3113        
 
   498               -          534                  .2550            375                   .3090        
 
   Over 534                                          .2500            400                   .3067        
 
                                                                      425                   .3046        
 
                                                                      450                   .3024        
 
                                                                      475                   .3003        
 
                                                                      500                   .2982        
 
                                                                      525                   .2962        
 
                                                                      550                   .2942        
 
</TABLE>
 
   MID CAP AND LARGE CAP. The following fee schedule is the current fee
schedule for Mid Cap and Large Cap.
GROUP FEE RATE SCHEDULE          EFFECTIVE ANNUAL FEE RATES       
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                 <C>                        
   Average Group
          Annualized
          Group Net
          Effective Annual
       
   Assets                  Rate                 Assets              Fee Rate                
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                <C>             <C>                     <C>             
   $ 0               -          3 billion          .5200%           $ 0.5 billion          .5200%       
 
   3                 -          6                  .4900            25                     .4238        
 
   6                 -          9                  .4600            50                     .3823        
 
   9                 -          12                 .4300            75                     .3626        
 
   12                -          15                 .4000            100                    .3512        
 
   15                -          18                 .3850            125                    .3430        
 
   18                -          21                 .3700            150                    .3371        
 
   21                -          24                 .3600            175                    .3325        
 
   24                -          30                 .3500            200                    .3284        
 
   30                -          36                 .3450            225                    .3249        
 
   36                -          42                 .3400            250                    .3219        
 
   42                -          48                 .3350            275                    .3190        
 
   48                -          66                 .3250            300                    .3163        
 
   66                -          84                 .3200            325                    .3137        
 
   84                -          102                .3150            350                    .3113        
 
   102               -          138                .3100            375                    .3090        
 
   138               -          174                .3050            400                    .3067        
 
   174               -          210                .3000            425                    .3046        
 
   210               -          246                .2950            450                    .3024        
 
   246               -          282                .2900            475                    .3003        
 
   282               -          318                .2850            500                    .2982        
 
   318               -          354                .2800            525                    .2962        
 
   354               -          390                .2750            550                    .2924        
 
   390               -          426                .2700                                                
 
   426               -          462                .2650                                                
 
   462               -          498                .2600                                                
 
   498               -          534                .2550                                                
 
   Over 534                                        .2500                                                
 
</TABLE>
 
   This fee schedule has been approved by the shareholders of each of Mid
Cap and Large Cap.
The individual fund fee rates for each fund (except Equity Income) are set
forth in the following chart. Based on the average group net assets of the
funds advised by FMR for December 1995, the annual basic fee rate would be
calculated as follows:    
 
 
 
<TABLE>
<CAPTION>
<S>                        <C>                     <C>        <C>                               <C>        <C>                     
                              Group Fee Rate                     Individual Fund Fee Rate                     Basic Fee Rate       
 
   Overseas                   .3097%                  +          0.45%                             =          .7597%               
 
   Mid Cap                    .3097%                  +          0.30%                             =          .6097%               
 
   Equity Growth              .3097%                  +           0.30%*                           =          .6097%               
 
   Global Resources           .3097%                  +          0.45%                             =          .7597%               
 
   Growth Opportunities        .3097%                  +          0.30%                             =          .6097%               
 
   Strategic 
Opportunities                  .3097%                  +          0.30%                             =          .6097%               
 
   Large Cap                   .3097%                  +          0.30%                             =          .6097%               
 
   Income & Growth             .3097%                  +          0.20%                             =          .5097%               
 
   Emerging Markets 
Income                         .1482%                  +          0.55%                             =          .6982%               
 
   High Yield                  .1482%                  +          0.45%                             =          .5982%               
 
   Strategic Income            .1482%                  +          0.45%                             =          .5982%               
 
   Government Investment       .1482%                  +          0.30%                             =          .4482%               
 
   Intermediate Bond           .1482%                  +          0.30%                             =          .4482%               
 
   Short Fixed-Income          .1482%                  +          0.30%                             =          .4482%               
 
   High Income Municipal       .1482%                  +          0.25%                             =          .3982%               
 
   Intermediate Municipal 
Income                         .1482%                  +          0.25%                             =          .3982%               
 
   Short-Intermediate 
Municipal                      .1482%                  +          0.25%                             =          .3982%               
   Income               
 
   New York Municipal 
Income                         .1482%                  +          0.25%                             =          .3982%               
 
   California Municipal 
Income                         .1482%                  +           0.25%                            =          .3982%               
 
</TABLE>
 
   * 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 the fiscal years ended 1995, the total management fee would
have been 0.64%.
One-twelfth (1/12) of this annual basic fee or management fee, as
applicable, 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 for Strategic
Opportunities, Overseas, and Growth Opportunities is subject to upward or
downward adjustment, depending upon whether, and to what extent, the
investment performance of each applicable fund for the performance period
exceeds, or is exceeded by, the record of the S&P 500 (Strategic
Opportunities and Growth Opportunities), or the cap-weighted EAFE
(Overseas) (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 (plus/minus)10.00) is multiplied by a performance
adjustment rate of 0.02%. Thus, the maximum annualized adjustment rate is
(plus/minus)0.20%. This performance comparison is made at the end of each
month. One-twelfth of this rate is then applied to each fund's average net
assets for the entire performance period, giving the dollar amount which
will be added to (or subtracted from) the basic fee. For each fund,
investment performance will be measured separately for each class of shares
offered by that fund and the least of the results obtained will be used in
calculating the performance adjustment to the management fee paid by the
fund.    
Each class's performance is calculated based on change in NAV. For purposes
of calculating the performance adjustment, any dividends or capital gain
distributions paid by each class are treated as if reinvested in that
class's shares at the NAV as of the record date for payment. The record of
each Index is based on change in value and is adjusted for any cash
distributions from the companies whose securities compose the Index.
Because the adjustment to the basic fee is based on each fund's performance
compared to the investment record of the applicable Index, the controlling
factor is not whether each fund's performance is up or down per se, but
whether it is up or down more or less than the record of the Index.
Moreover, the comparative performance of each fund is based solely on the
relevant performance period without regard to the cumulative performance
over a longer or shorter period of time.
   The table below shows the management fees paid to FMR (including the
amount of the performance adjustment); the dollar amount of negative or
positive performance adjustments, if applicable; and the net management fee
as a percentage of each fund's average net assets for the three most recent
fiscal years.    
 
 
 
<TABLE>
<CAPTION>
<S>                    <C>                   <C>                      <C>                             <C>                          
                          FISCAL YEAR          MANAGEMENT FEE+          PERFORMANCE ADJUSTMENT          MANAGEMENT FEE            
                          ENDED                                                                          AS A PERCENTAGE OF        
                                                                                                         AVERAGE NET ASSETS        
 
   OVERSEAS               10/31                                                                                                    
 
   1995                                          $ 5,589,729              $ 307,727 (upward)             0.81%                     
 
   1994                                           3,435,695                133,032 (upward)              0.80                      
 
   1993                                           503,110                  3,885 (downward)              0.77                      
 
   EQUITY GROWTH          11/30                                                                                                    
 
   1995                                           12,057,390               N/A                           0.61                      
 
   1994                                           6,567,305                N/A                           0.64                      
 
   1993                                           2,646,631                N/A                           0.66                      
 
   GLOBAL RESOURCES        10/31                                                                                                    
 
   1995                                            1,730,945                N/A                           0.76                      
 
   1994                                            890,892                  N/A                           0.77                      
 
   1993                                            111,465                  N/A                           0.77                      
 
   GROWTH 
OPPORTUNITIES             10/31                                                                                                    
 
   1995                                           46,903,758               5,210,490 (upward)            0.69                      
 
   1994                                           22,087,985               2,130,192 (upward)            0.69                      
 
   1993                                           8,250,306                709,376 (upward)              0.68                      
 
   STRATEGIC 
OPPORTUNITIES+++          12/31                                                                                                    
 
   1995                                           3,510,812                91,269 (upward)               0.62                      
 
   10/1/94 - 
12/31/94                                          682,856                  37,843 (upward)               0.67***                   
 
   10/1/93 - 
9/30/94                                           2,582,584                359,674 (upward)              0.72                      
 
   1993                                            1,291,906                81,040 (upward)               0.54                      
 
   EQUITY INCOME           11/30                                                                                                    
 
   1995                                            4,257,045                N/A                           0.50                      
 
   1994                                            1,392,206                N/A                           0.50                      
 
   1993                                            933,830                  N/A                           0.50                      
 
   INCOME & GROWTH          10/31                                                                                                   
 
   1995                                            17,383,377               N/A                           0.51                      
 
   1994                                            13,325,884               N/A                           0.52                      
 
   1993                                            4,578,813                N/A                           0.53                      
 
   EMERGING MARKETS 
INCOME                     12/31                                                                                                    
 
   1995                                            283,122                  N/A                           0.70                      
 
   1994++                                          122,088                  N/A                           0.70                      
 
   HIGH YIELD              10/31                                                                                                    
 
   1995                                            5,796,415                N/A                           0.60                      
 
   1994                                            3,737,959                N/A                           0.60                      
 
   1993                                            1,539,682                N/A                           0.51                      
 
   STRATEGIC INCOME        12/31                                                                                                    
 
   1995                                            277,990                  N/A                           0.60                      
 
   1994++                                          10,348                   N/A                           0.60                      
 
   GOVERNMENT 
INVESTMENT                 10/31                                                                                                    
 
   1995                                            766,114                  N/A                           0.45                      
 
   1994                                            422,255                  N/A                           0.46                      
 
   1993                                            186,973                  N/A                           0.46                      
 
   INTERMEDIATE BOND       11/30                                                                                                    
 
   1995                                            1,703,722                N/A                           0.45                      
 
   1994                                            1,180,785                N/A                           0.41                      
 
   1993                                            818,426                  N/A                           0.42                      
 
                           FISCAL YEAR          MANAGEMENT FEE+          PERFORMANCE ADJUSTMENT          MANAGEMENT FEE            
                           ENDED                                                                          AS A PERCENTAGE OF        
                                                                                                         AVERAGE NET ASSETS        
 
   SHORT FIXED-
INCOME                     10/31                                                                                                    
 
   1995                                           $ 2,889,187               N/A                           0.45%                     
 
   1994                                            3,713,144                N/A                           0.46                      
 
   1993                                            1,674,841                N/A                           0.47                      
 
   HIGH INCOME 
MUNICIPAL                  10/31                                                                                                    
 
   1995                                            2,289,466                N/A                           0.40                      
 
   1994                                            2,257,113                N/A                           0.41                      
 
   1993                                            1,314,060                N/A                           0.42                      
 
   INTERMEDIATE 
MUNICIPAL                  11/30                                                                                                    
   INCOME                                                                                                                         
 
   1995                                            292,469                  N/A                           0.40                      
 
   1994                                            286,027                  N/A                           0.41                      
 
   1993                                            156,087                  N/A                           0.42                      
 
   SHORT-
INTERMEDIATE               11/30                                                                                                    
   MUNICIPAL INCOME    
 
   1995                                            79,349                   N/A                           0.40                      
 
   1994++                                          31,109                   N/A                           0.41                      
 
   NEW YORK 
MUNICIPAL                  10/31                                                                                                    
   INCOME                                                                                                                       
 
   1995*                                           2,203**                  N/A                           0.39***                   
 
</TABLE>
 
   * From August 21, 1995 (commencement of operations)
** Before reimbursement
*** Annualized
+ Management fee includes performance adjustments for Overseas, Growth
Opportunities, and Strategic Opportunities.
++ Emerging Markets Income, Strategic Income, Short-Intermediate Municipal
Income, and New York Municipal Income commenced operations on March 10,
1994, October 31, 1994, March 16, 1994, and August 21, 1995, respectively.
Management fee percentages for these funds are annualized.
+++ Strategic Opportunities' fiscal year end changed from September 30 to
December 31 as of November 9, 1994.    
FMR may, from time to time, voluntarily reimburse all or a portion of a
class's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursement
by FMR will increase each class's total returns and yield and repayment of
the reimbursement by each class will lower its total returns and yield.
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that the 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 Equity Growth, Global Resources, Growth
Opportunities, Strategic Opportunities, Equity Income, Income & Growth,
High Yield, Intermediate Bond, Mid Cap, Large Cap, 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
and Strategic Income, FMR has entered into sub-advisory agreements with FMR
U.K., FMR Far East, FIJ, and FIIA. FIIA, in turn, has entered into a
sub-advisory agreement with 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 Overseas, Global Resources, Growth Opportunities, Mid Cap,
Large Cap, Strategic Income, Income & Growth, High Yield, Intermediate
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 focuses
on issuers in countries other than the United States such as those in
Europe, Asia, and the Pacific Basin. 
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. FIJ and FIIA are wholly owned subsidiaries of Fidelity
International Limited (FIL), a Bermuda company formed in 1968 which
primarily provides investment advisory services to non-U.S. investment
companies and institutional investors investing in securities throughout
the world. Edward C. Johnson 3d, Johnson family members, and various trusts
for the benefit of the Johnson family own, directly or indirectly, more
than 25% of the voting common stock of FIL. FIJ was organized in Japan in
1986. FIIA was organized in Bermuda in 1983. 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:
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 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.
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 Overseas, Global Resources, Growth Opportunities, Mid Cap,
Large Cap, Strategic Income, Income & Growth, Emerging Markets Income, High
Yield, Short Fixed-Income, and Intermediate Bond, for providing
discretionary investment management and executing portfolio transactions,
the sub-advisers are compensated as follows:
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.
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 by FMR to FMR U.K., FMR Far East, FIIA,
and FIJ, and by FIIA to FIIAL U.K. for providing investment advice and
research services with respect to certain of the funds for the fiscal
periods ended 1995, 1994, and 1993.
The other funds paid no investment sub-advisory fees for the fiscal periods
ended 1995, 1994, and 1993.
   FEES PAID TO FOREIGN SUB-ADVISERS    
 
 
 
<TABLE>
<CAPTION>
<S>                                
<C>           <C>            <C>           <C>       <C>                                  <C>                 <C>
   FUND     
   FEES PAID BY FMR TO FMR U.K.                         FEES PAID BY FMR TO FMR FAR EAST     
 
                                   
   1995          1994           1993                     1995                                1994                1993            
 
   Overseas                        
   $ 364,803   $ 153,288         $ 14,363                 $ 352,004                              $ 174,129           $ 22,357       
 
   Equity Growth                   
   31,519           13,191       3,144                     30,883                                15,192              5,021         
 
   Global Resources                
   9,872            2,598        N/A                       9,721                                 2,932             N/A             
 
   Growth Opportunities            
   212,175          67,818       N/A                        203,140                               82,741            N/A             
 
   Strategic Opportunities        
   5,261            7,794*       N/A                        5,862                                 7,712*           N/A            
                    7,352**   4,560                                                               7,701**          11,267          
 
   Equity Income                   
     23,713         12,197         4,669                    23,140                                13,970              7,199         
 
   Income & Growth                 
     330,971         248,936          N/A                   304,870                               299,094           N/A             
 
 
   TOTAL                           
    $ 978,314        $ 513,174         $ 26,736           $ 929,620                              $ 603,471           $ 45,844       
 
</TABLE>
 
   * From 10/1/93 - 9/30/94.
** From 10/1/94 - 12/31/94.
No fees were paid to FIJ, FIIA, and FIIAL U.K. for fiscal periods ended
1995, 1994 and 1993.
CONTRACTS WITH FMR AFFILIATES
State Street is transfer, dividend disbursing, and shareholder servicing
agent for Class A shares of the taxable funds. FIIOC, an affiliate of FMR,
is transfer, dividend disbursing, and shareholder servicing agent for Class
B and Institutional Class shares of the taxable funds. State Street has
entered into sub-contracts with FIIOC pursuant to which FIIOC performs
certain transfer, dividend disbursing and shareholder services for Class A
shares of the taxable funds. UMB is the transfer, dividend disbursing, and
shareholder servicing agent for Class A, Class B and Institutional Class
shares of the municipal funds. UMB has entered into sub-contracts with
FIIOC pursuant to which FIIOC performs transfer, dividend disbursing, and
shareholder services for Class A, Class B, and Institutional Class shares
of the municipal funds. Under these arrangements, FIIOC receives an annual
account fee and an asset-based fee each based on account size. The account
fee is subject to adjustment based on postal rate changes. The asset-based
fees of the growth 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%. FIIOC also collects
small account fees from certain accounts with balances of less than
$2,500.    
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. Also,
State Street and FIIOC, as applicable, pay out-of-pocket expenses
associated with providing transfer agent services.
   FSC, an affiliate of FMR, performs the calculations necessary to
determine NAV and dividends for Class A, Class B, and Institutional Class
of each taxable fund, maintains each taxable fund's accounting records and
administers each taxable fund's securities lending program. UMB has an
additional sub-contract with FSC pursuant to which FSC performs the
calculations necessary to determine the NAV and dividends for the Class A,
Class B, and Institutional Class of each municipal fund, and maintains the
accounting records for each municipal fund. The annual fee rates for these
pricing and bookkeeping services are based on each fund's average net
assets, specifically, 0.0600% (equity funds), 0.0750% (international
funds), 0.0400% (fixed-income funds), or 0.0750% (high yield funds) for the
first $500 million of average net assets and 0.0300% (equity funds) 0.0375%
(international funds), 0.0200% (fixed-income funds) or 0.0375% (high yield
funds) for average net assets in excess of $500 million. Prior to January
1, 1996, the annual fee rates for pricing and bookkeeping services for the
international funds and high yield funds were based on each fund's average
net assets, specifically, 0.0600% and 0.0400% respectively, for the first
$500 million of average net assets, and 0.0300% and 0.0200%, respectively,
for average net assets in excess of $500 million. The fee is limited to a
minimum of $60,000 and a maximum of $800,000 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                                         1995                1994                        1993            
 
                                                                                                                
 
   Overseas                                      $ 358,827           $ 251,241                   $ 57,711       
 
   Equity Growth                                  680,671             461,039                     234,813       
 
   Global Resources                               136,434             73,164                      45,425        
 
   Growth Opportunities                           764,407             758,343                     513,950       
 
   Strategic Opportunities                        315,623             61,356**                  N/A             
 
                                                                      215,648***                  145,494       
 
   Equity Income                                  404,628             168,364                     113,026       
 
   Income & Growth                                758,290             750,743                     410,561       
 
   Emerging Markets Income                        45,004              36,412*                   N/A             
 
   High Yield                                     296,724             223,567                     121,204       
 
   Strategic Income                               45,067              7,500*                    N/A             
 
   Government Investment                          68,665              46,218                      46,457        
 
   Intermediate Bond                              151,940             118,125                     81,106        
 
   Short Fixed-Income                             231,369             264,455                     143,813       
 
   High Income Municipal                          229,551             220,222                     157,559       
 
   Intermediate Municipal Income                  48,976              48,062                      45,724        
 
   New York Municipal Income                      8,710*                           N/A          N/A             
 
   Short-Intermediate Municipal Income            46,467              31,953*                   N/A             
 
</TABLE>
 
   * Emerging Markets Income, Strategic Income, and Short-Intermediate
Municipal Income commenced operations on March 10, 1994, October 31, 1994,
and March 16, 1994, respectively. New York Municipal Income commenced
operations on August 21, 1995.
** From 10/1/94 - 12/31/94.
*** From 10/1/93 - 9/30/94.
FSC also receives fees for administering each taxable fund's securities
lending program. Securities lending fees are based on the number and
duration of individual securities loans. For the fiscal years ended 1995,
1994, and 1993, the taxable funds incurred no securities lending fees.    
For the municipal funds, the transfer agent fees and charges, and pricing
and bookkeeping fees described above are paid to FIIOC and FSC,
respectively, by UMB, which is entitled to reimbursement from the class or
the fund, as applicable, for these expenses.
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreements call
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which are continuously
offered. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FDC. The table below shows the sales
charge revenue paid to FDC, and retained by FDC, for the following fiscal
periods.
 
 
 
<TABLE>
<CAPTION>
<S>             <C>             <C>                       <C>                       <C>                   <C>                       
                                   SALES CHARGE REVENUE                              CDSC REVENUE                                 
 
                   FISCAL YEAR    AMOUNT PAID                AMOUNT RETAINED           AMOUNT PAID           AMOUNT RETAINED        
                   ENDED             TO FDC                  BY FDC                    TO FDC                BY FDC                
 
   OVERSEAS        Oct. 31, 1995  $ 4,446,941                 $ 692,471                 $ 333                 $ 333                 
 
                   1994                9,596,831               1,436,765               N/A                   N/A                    
 
                   1993                3,895,423               567,983                 N/A                   N/A                    
 
   EQUITY 
GROWTH             Nov. 30, 1995  13,514,763                   2,048,524               N/A                   N/A                    
 
                   1994                9,353,000               1,397,000               N/A                   N/A                    
 
                   1993                10,102,208              1,523,036               N/A                   N/A                    
 
   GLOBAL 
RESOURCES          Oct. 31, 1995  2,777,231                    431,130                   247                   247                  
 
                   1994               3,854,629                567,671                 N/A                   N/A                    
 
                   1993               890,154                  130,927                 N/A                   N/A                    
 
   GROWTH 
OPPORTUNITIES   Oct. 31, 1995         73,545,428               11,459,421              N/A                   N/A                    
 
                   1994               47,564,000               7,108,000               N/A                   N/A                    
 
                   1993               27,663,060               4,141,156               N/A                   N/A                    
 
   STRATEGIC 
OPPORTUNITIES   Dec. 31, 1995         1,885,188                146,708                   40,916                40,916               
 
                   Dec. 31, 1994      553,970*                 231,911                  12,307               12,307              
                   Sep. 30, 1994          2,986,131**          447,011                   409                   409                  
 
                   Sep. 30, 1993          1,299,291            196,365                 N/A                   N/A                    
 
   EQUITY 
INCOME             Nov. 30, 1995          10,583,118           1,676,479                 127,493               127,493              
 
                   1994                   2,450,544            352,678                   30,093                30,093               
 
                   1993                   792,962              117,757                 N/A                   N/A                    
 
   INCOME & 
GROWTH             Oct. 31, 1995          10,070,941           1,674,121               N/A                   N/A                    
 
                   1994                   37,018,000           6,291,000               N/A                   N/A                    
 
                   1993                   28,877,882           4,215,606               N/A                   N/A                    
 
   EMERGING 
MARKETS 
INCOME             Dec. 31, 1995          465,187              245,371                   12,203                12,203               
 
                   1994                   406,046              59,134                    2,877                 2,877                
 
                   1993                 N/A                  N/A                       N/A                   N/A                    
 
   HIGH 
YIELD              Oct. 31, 1995          8,787,240            1,328,830                 75,583                75,583               
 
                   1994                   8,980,127            1,342,482                 15,765                15,765               
 
                   1993                   10,465,950           1,524,348               N/A                   N/A                    
 
   STRATEGIC 
INCOME             Dec. 31, 1995          842,000              100,905                   23,689                23,689               
 
                   1994                   197,904              0                         9,542                 9,542                
 
                   1993                 N/A                  N/A                       N/A                   N/A                    
 
   GOVERNMENT 
INVESTMENT         Oct. 31, 1995          954,672              144,831                   10,268                10,268               
 
                   1994                   996,242              168,939                   978                   978                  
 
                   1993                   993,386              145,628                 N/A                   N/A                    
 
   INTERMEDIATE 
BOND               Nov. 30, 1995          1,297,536            198,826                   20,310                20,310               
 
                   1994                   1,598,883            237,647                   1,279                 1,279                
 
                   1993                   1,436,859            210,713                 N/A                   N/A                    
 
   SHORT 
FIXED-INCOME       Oct. 31, 1995          786,085              167,907                 N/A                   N/A                    
 
                   1994                   4,396,909            877,639                 N/A                   N/A                    
 
                   1993                   5,308,796            968,759                 N/A                   N/A                    
 
   HIGH INCOME 
MUNICIPAL          Oct. 31, 1995          2,247,388            353,128                   39,695                39,965               
 
                   1994                   6,327,614            1,038,989                 0                     0                    
 
                   1993                   9,918,856            1,417,733               N/A                   N/A                    
 
   INTERMEDIATE 
MUNICIPAL          Nov. 30, 1995          375,591              141,432                   1,449                 1,449                
   INCOME                                                                                                                        
 
                   1994                   635,031              96,813                    0                     0                    
 
                   1993                   669,395              97,441                  N/A                   N/A                    
 
   SHORT 
INTERMEDIATE       Nov. 30, 1995          316,185              239,796                 N/A                   N/A                    
   MUNICIPAL INCOME          
 
                   1994                   122,128              13,369                  N/A                   N/A                    
 
                   1993                 N/A                  N/A                       N/A                   N/A                    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>                     <C>                          <C>                    <C>                <C>  
                                            SALES CHARGE REVENUE                                CDSC REVENUE     
 
                    FISCAL YEAR             AMOUNT PAID                  AMOUNT RETAINED        AMOUNT PAID       AMOUNT RETAINED
    
   
                 
    
   ENDED                   TO FDC                       BY FDC                 TO FDC              BY FDC     
 
   NEW YORK         Oct. 31, 1995***        $ 0                          $ 0                    N/A                 N/A    
   MUNICIPAL INCOME       
 
</TABLE>
 
   * For the fiscal period October 1, 1994 through December 31, 1994
** For the fiscal period October 1, 1993 through September 30, 1994
*** For the fiscal period August 21, 1995 through October 31, 1995
DISTRIBUTION AND SERVICE PLANS    
The Trustees have approved Distribution and Service Plans on behalf of each
class of 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, allow Class A, Class B, and
Institutional Class shares of each fund and FMR to incur certain expenses
that might be considered to constitute direct or indirect payment by the
funds of distribution expenses.
   Pursuant to the Class A Plans, FDC is paid a distribution fee as a
percentage of Class A's average net assets at an annual rate of up to 0.75%
for each of Equity Growth, Mid Cap, Large Cap, and Equity Income; up to
0.65% for each of Overseas, Growth Opportunities, Global Resources,
Strategic Opportunities, and Income & Growth; up to 0.40% for each of
Emerging Markets Income, High     Yield, Strategic Income, Intermediate
Bond, Government Investment, High Income Municipal, Short-Intermediate
Municipal Income, Intermediate Municipal Income, New York Municipal Income,
and California Municipal Income; and up to 0.15% for Short Fixed-Income.
Pursuant to the Class B Plans, FDC is paid a distribution fee as a
percentage of Class B's average net assets at an annual rate of up to 0.75%
for each fund with Class B shares. For the purpose of calculating the
distribution 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 Growth, Equity Income, Emerging
Markets Income, Strategic Opportunities, and Overseas purchased more than
144 months prior to such day. Currently, the Trustees have approved a
distribution fee for Class A at an annual rate of 0.50% for the Equity
Funds; 0.25% for the Bond Funds and the Intermediate Bond Funds; and 0.15%
for the Short Bond Funds. Currently, the Trustees have approved a
distribution fee for Class B at an annual rate of 0.75% for Overseas, Mid
Cap, Large Cap, Global Resources, Strategic Opportunities and Equity Income
and 0.65% for the Bond Funds and the Intermediate Bond Funds. These fees
may be increased only when, in the opinion of the Trustees, it is in the
best interests of the shareholders of the applicable class to do so. Class
B of each fund also pays investment professionals a service fee at an
annual rate of 0.25% of its average daily net assets determined at the
close of business on each day throughout the month for personal service
and/or the maintenance of shareholder accounts.
The tables below show the distribution fees paid for Class A shares for the
fiscal years ended 1995, 1994, and 1993, and for Class B shares for the
fiscal periods ended 1995 and 1994. (Class B shares were not offered prior
to June 30, 1994.) 
   CLASS A DISTRIBUTION FEES    
 
 
 
<TABLE>
<CAPTION>
<S>      <C>           <C>         <C>         <C>           <C>        <C>          <C>          <C>          <C>                 
                 1993                                    1994                           1995        
 
   FUND   PAID TO      RETAINED    TOTAL FEES   PAID TO      RETAINED    TOTAL FEES   PAID TO      RETAINED    TOTAL FEES       
            INVESTMENT BY FDC                     INVESTMENT BY FDC                     INVESTMENT BY FDC                   
            PROFESSION                            PROFESSION                            PROFESSION    
            ALS                                   ALS                                   ALS        
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>           <C>        <C>        <C>        <C>          <C>        <C>          <C>            <C>             <C>           
   
 Overseas     $ 325,181  $ 97,554   $ 422,735  $ 2,139,864  $ 641,958  $ 2,781,822  $ 3,452,001     $ 1,049,755     $ 4,501,756    
 
 Equity 
Growth        258,713    883,141    1,141,854  3,312,525    999,987    4,312,512    6,750,062       2,123,261       8,873,323     
 
 Global       69,457     23,643     93,100     577,607      173,281    750,888      1,133,430       340,109         1,473,539     
 Resources                                                           
 
 Growth       5,996,770  1,799,030  7,795,800  16,056,714   4,817,016  20,873,730   33,781,082      10,228,188      44,009,270    
 Opportunities                                                        
 
 Strategic    1,092,965  330,491    1,423,456  470,225      141,067    611,292      2,377,409       804,604         3,182,013     
 Opportunities                                                        
 
 Equity 
Income        94,623     28,435     123,058    441,208      132,362    573,570      2,339,815       710,240         3,050,055     
 
 Income &     4,330,092  1,299,026  5,629,118  13,406,000   3,203,000  16,608,814   16,748,635      5,165,858       21,914,493    
 Growth                                                               
 
 Emerging     N/A        N/A        N/A        31,604       8,331      39,935       71,061          12,300          83,361        
 Markets                                                             
 Income                                                               
 
 High 
Yield         745,985    0          745,985    1,526,214    0          1,526,214    2,185,795       33,785          2,219,580     
 
 Strategic    N/A        N/A        N/A        1,626        488        2,144        62,957          6,002           68,959        
 Income                                                               
 
 Government   101,721    0          101,721    227,532      0          227,532      391,918         7,088           399,006       
 Investment                                                           
 
 Intermediate  56,220    0          56,220     264,949      0          264,949      463,806         0               463,806       
 Bond                                                                
 
 Short Fixed-  538,933   0          538,933    1,212,008    0          1,212,008    933,777         18,975          952,752       
 Income                                                               
 
 High Income   789,518   0          789,518    1,374,438    0          1,374,438    1,358,027       8,150           1,366,177     
 Municipal                                                            
 
 Intermediate  38,552    0          38,552     138,512      0          138,512      143,424         1,599           145,023       
 Municipal                                                           
 Income                                                               
 
 Short-        N/A       N/A        N/A        11,446       0          11,446       27,895          1,646           29,541        
 Intermediate
 Municipal 
 Income                                                              
 
 New York      N/A       N/A        N/A        N/A          N/A        N/A           368             0               368           
 Municipal
 Income                                                                  
 
</TABLE>
 
   CLASS B DISTRIBUTION FEES    
 
 
 
<TABLE>
<CAPTION>
<S>           <C>               <C>            <C>                 <C>                   <C>                   <C>                  
                                1994                                                        1995                                    
 
   FUND          SHAREHOLDER    RETAINED BY    TOTAL FEES          SHAREHOLDER          RETAINED BY           TOTAL FEES        
                 SERVICE FEES   FDC                                SERVICE FEES          FDC                                     
 
   Overseas    N/A                 N/A            N/A                  $ 1,155               $ 3,566               $ 4,721          
 
   Global 
Resources      N/A                 N/A            N/A                   1,047                 3,141                 4,188           
 
   Strategic 
Opportunities  $ 7,964              $ 23,892   $ 31,856             116,312               359,793               476,105         
 
   Equity 
Income         16,215                54,580    70,795              332,413               996,566               1,328,979       
 
   Emerging Markets 
               3,215                 9,771     12,986              17,429                52,283                69,712          
   Income                    
 
   High 
Yield          7,052                 21,157    28,209              179,328               537,580               716,908         
 
   Strategic 
Income         2,155                 6,465     8,620               46,578                139,735               186,313         
 
   Government 
Investment     817                   2,449     3,266               16,159                48,662                64,821          
 
   Intermediate 
Bond           1,689                 5,070     6,759               21,738                65,218                86,956          
 
   High Income 
Municipal      3,238                 9,713     12,951              54,382                163,013               217,395         
 
   Intermediate 
Municipal      965                   2,893     3,858               9,498                 28,714                38,212          
   Income                    
 
   New York 
Municipal      N/A                 N/A            N/A                   432                   1,298                 1,730           
   Income                   
 
</TABLE>
 
   Under each Plan, if the payment of management fees by the funds to FMR
is deemed to be indirect financing by the funds of the distribution of
their shares, such payment is authorized by the Plans. Each Class A and
Class B Plan specifically recognizes that FMR may use its management fee
revenue, as well as its past profits or its other resources to reimburse
FDC for expenses incurred in connection with the distribution of the
applicable class, including payments made 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
Institutional Plan specifically recognizes that FMR may use its resources,
including management fees, to pay expenses associated with the sale of
Institutional Class shares. This may include reimbursing FDC for payments
to third parties, such as banks or broker-dealers, that provide shareholder
support services or engage in the sale of Institutional Class shares. The
Trustees have authorized such payments for all classes of the funds.
   For the fiscal year ended 1995, payments made by FMR either directly or
indirectly through FDC to third parties amounted to $7,752 and $44, on
behalf of Class A and Class B respectively, of Emerging Markets Income, and
$89 on behalf of Class A of Strategic Income. No third party payments were
made by FMR in the fiscal year ended 1995 on behalf of the applicable
classes of the other funds.    
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of each Plan, 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 the Institutional Class Plans do 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 Class A and Class B Plans do not provide for specific payments by the
applicable class of any of the expenses of FDC, or obligate FDC or FMR to
perform any specific type or level of distribution activities or incur any
specific level of expense in connection with distribution activities. After
payments by FDC for advertising, marketing and distribution, and payments
to third parties, the amounts remaining, if any, may be used as FDC may
elect. 
   The Plans were approved by the shareholders of each class on the dates
shown in the table below:     
 
<TABLE>
<CAPTION>
<S>                                          <C>                                   <C>               <C>                    
                                                DATE OF SHAREHOLDER APPROVAL                                                
 
   Fund                                         CLASS A                               CLASS B           INSTITUTIONAL       
 
   Overseas                                     10/18/90                              06/30/95          06/30/95            
 
   Mid Cap                                      1/18/96                               1/18/96           1/18/96             
 
   Equity Growth                                09/25/86                              N/A               09/25/86            
 
   Global Resources                             12/01/94                              06/30/95          06/30/95            
 
   Growth Opportunities                         01/01/95                              N/A               06/30/95            
 
   Strategic Opportunities                      08/25/87                              06/26/94          06/30/95            
 
   Large Cap                                    1/18/96                               1/18/96           1/18/96             
 
   Equity Income                                07/23/86                              06/26/94          07/23/86            
 
   Income & Growth                              01/01/95                              N/A               06/30/95            
 
   Emerging Markets Income                      02/10/94                              05/26/95          06/30/95            
 
   High Yield                                   01/01/95                              01/01/95          06/30/95            
 
   Strategic Income                             10/14/94                              10/14/94          06/30/95            
 
   Government Investment                        01/01/95                              01/01/95          12/23/87            
 
   Intermediate Bond                            01/01/95                              01/01/95          12/23/87            
 
   Short Fixed-Income                           01/01/95                              N/A               06/30/95            
 
   High Income Municipal                        12/01/94                              12/01/94          06/30/95            
 
   Intermediate Municipal Income                07/01/95                              06/26/94          10/21/87            
 
   Short-Intermediate Municipal Income          07/01/95                              N/A               06/30/95            
 
   New York Municipal Income                    12/08/94                              12/08/94          06/30/95            
 
   California Municipal Income                  11/18/94                              11/18/94          06/30/95            
 
</TABLE>
 
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law. 
Each fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plans.
No preference for the instruments of such depository institutions will be
shown in the selection of investments.
DESCRIPTION OF THE TRUSTS
TRUST ORGANIZATION. Equity Growth, Mid Cap, and Large Cap are funds of
Fidelity Advisor Series I, an open-end management investment company
organized as a Massachusetts business trust by a Declaration of Trust dated
June 24, 1983, as amended and restated July 18, 1991, and as supplemented
April 15, 1993. On July 18, 1991, the name was changed from Equity 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
to Fidelity Advisor Series I. 
Short Fixed-Income Fund, Government Investment Fund, High Yield Fund,
Growth Opportunities Fund, and Income & Growth Fund are funds of Fidelity
Advisor Series II, an open-end management investment company organized as a
Massachusetts business trust by a Declaration of Trust dated April 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 fund of Fidelity Advisor Series III, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated May 17, 1982. On January 29, 1986, the name
was changed from Equity Portfolio: Income to Fidelity Franklin Street
Trust. On April 15, 1993 the trust's name was again changed to Fidelity
Advisor Series III. 
Intermediate Bond Fund is a fund of Fidelity Advisor Series IV, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated May 6, 1983. On January 29, 1992 the name
of the trust was changed from Income Portfolios to Fidelity Income Trust,
and on April 15, 1993, the Board of Trustees voted to change the trust's
name to Fidelity Advisor Series IV. An amended and restated Declaration of
Trust, dated March 16, 1995, was filed on April 12, 1995.
Global Resources Fund, High Income Municipal Fund, California Municipal
Income, and New York Municipal Income are funds 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. An amended and restated Declaration of Trust dated March 16, 1995 was
filed on April 12, 1995.
Short-Intermediate Municipal Income Fund and Intermediate Municipal Income
Fund are funds of Fidelity Advisor Series VI, an open-end management
investment company organized as a Massachusetts business trust by a
Declaration of Trust dated June 1, 1983, as amended and restated 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 fund 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 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 funds of Fidelity Advisor Series VIII, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated September 23, 1983, as amended and restated
October 1, 1986 and as supplemented November 29, 1990. On April 15, 1993
the name of the trust was changed from Fidelity Special Situations Fund to
Fidelity Advisor Series VIII.
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. There is a remote possibility that one fund might become liable
for any misstatement in the prospectus or statement of additional
information about another fund.    
The assets of each trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general liabilities of their respective trusts. Expenses with respect to
each trust are to be allocated in proportion to the asset value of their
respective funds, except where allocations of direct expense can otherwise
be fairly made. The officers of each trust, subject to the general
supervision of the Board of Trustees, have the power to determine which
expenses are allocable to a given fund, or which are general or allocable
to all of the funds of a certain trust. In the event of the dissolution or
liquidation of a trust, shareholders of each fund of that trust are
entitled to receive as a class the underlying assets of such fund available
for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. Each trust is an entity of the type
commonly known as "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. Each Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or its Trustees shall include a provision limiting the obligations
created thereby to the trust and its assets. Each Declaration of Trust
provides for indemnification out of each fund's property of any shareholder
held personally liable for the obligations of the fund. Each Declaration of
Trust also provides that its funds shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
Each Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of their office. Claims asserted against
one class of shares may subject the holders of another class of shares to
certain liabilities.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. The shares have no preemptive rights, and Class A and
Institutional Class shares have no conversion rights; the voting and
dividend rights, the conversion rights of Class B shares, the right of
redemption, and the privilege of exchange are described in the Prospectus.
Shareholders of Global Resources, Growth Opportunities, Equity Income,
Income & Growth, High Yield, High Income Municipal, Government Investment,
Intermediate Bond, Intermediate Municipal Income, California Municipal
Income, New York Municipal Income, Short Fixed-Income, and
Short-Intermediate Municipal Income 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, 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, in the case of meeting of an
entire trust, the purpose of voting on removal of one or more Trustees.
Each trust or fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the outstanding shares of the funds of Advisor Series I, VI,
VII, and VIII, or, as determined by the current value of each shareholder's
investment in the funds of Advisor Series II, III, IV, and V. If not so
terminated, each trust and funds will continue indefinitely. Global
Resources, Growth Opportunities, Income & Growth, Emerging Markets Income,
Strategic Opportunities, High Yield, Strategic Income, Government
Investment, Intermediate Bond, Short Fixed-Income, High Income Municipal,
California Municipal Income, New York Municipal Income, Mid Cap, Large Cap,
and Intermediate Municipal Income may invest all of their assets in another
investment company.
   CUSTODIANS. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of Mid Cap, Global Resources,
Growth Opportunities, Strategic Opportunities, and Large Cap. The Chase
Manhattan Bank, N.A., 1211 Avenue     of the Americas, New York, New York,
is custodian of the assets of Overseas, Equity 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, Intermediate Bond, and
Short Fixed-Income. UMB Bank, n.a., 1010 Grand Avenue, Kansas City,
Missouri, is custodian of the assets of High Income Municipal, Intermediate
Municipal Income, California Municipal Income, New York Municipal Income,
and Short-Intermediate Municipal Income. 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. The Bank of New York and Chemical Bank, each
headquartered in New York, also may serve as a special purpose custodian of
certain assets in connection with pooled repurchase agreement
transactions.    
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR. The Boston branch of the custodian bank of Global Resources, Growth
Opportunities, and Strategic Opportunities leases its office space from an
affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date include mortgages and personal and general business loans. In the
judgment of FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund relationships.
   AUDITOR. Coopers & Lybrand, L.L.P., serves as the independent accountant
for Mid Cap, Equity Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Large Cap, Equity Income, Income & Growth,
Emerging Markets Income, High Yield, New York Municipal Income, California
Municipal Income, Strategic Income, Government Investment, Intermediate
Bond, Short Fixed-Income, High Income Municipal, Intermediate Municipal
Income, and Short-Intermediate Municipal Income. Price Waterhouse LLP,
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 fund's financial statements and financial highlights for the fiscal
period ended October 31, November 30, or December 31, 1995, as appropriate,
are included in the Annual Reports, which are separate reports 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 time remaining to its maturity, adding these
calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
For example, if it is probable that the issuer of an instrument will take
advantage of a maturity-shortening device, such as a call, refunding, or
redemption provision, the date on which the instrument will probably be
called, refunded, or redeemed may be considered to be its maturity date.
When a municipal bond issuer has committed to call an issue of bonds and
has established an independent escrow account that is sufficient to, and is
pledged to, refund that issue, the number of days to maturity for the
prerefunded bond is    considered to be the number of days to the announced
call date of the bonds. Also, the maturities of mortgage-backed securities,
including collateralized mortgage obligations, and some asset-backed
securities, are determined on a weighted average life basis,     which is
the average time for principal to be repaid. For a mortgage security, this
average time is calculated by estimating the timing of principal payments,
including unscheduled prepayments, during the life of the mortgage. The
weighted average life of these securities is likely to be substantially
shorter than their stated final maturity.

PART C.  OTHER INFORMATION
 
Item 24. Financial Statements and Exhibits
         (a)    (1) Financial Statements and Financial Highlights for
Fidelity Advisor Series VI on behalf of Fidelity Advisor Intermediate
Municipal Income Fund and Fidelity Advisor Short-Intermediate Municipal
Income Fund for the fiscal year ended November 30, 1995, are included in
the funds' Prospectus, are incorporated by reference into the funds'
Statement of Additional Information, and were filed on  January 31, 1996
Pursuant to Rule 30d-1 under the Investment Company Act of 1940 and are
incorporated herein by reference.
         (b)     Exhibits:
  (1) Amended and Restated Declaration of Trust dated September 14, 1995,
was electronically filed and is incorporated herein by reference to Exhibit
1 to Post-Effective Amendment No. 39.
  (2) Amended and Restated By-Laws of the Trust were electronically filed
and are incorporated herein by reference to Exhibit 2 to Post-Effective
Amendment No. 39.
  (3) Not applicable.
  (4) Form of Share Certificate was electronically filed and is
incorporated herein by reference to Exhibit 4 to Post-Effective Amendment
No. 38.
  (5)   (a) Amended Management Contract between Fidelity Advisor Limited
Term Tax-Exempt Portfolio and Fidelity Management & Research Company was
electronically filed and is incorporated herein herein as Exhibit 5(a) to
Post-Effective Amendment No. 39.
          (b) Form of Management Contract, dated January 29, 1993, between
Fidelity Advisor North American Government Portfolio and Fidelity
Management & Research Company was electronically filed and is incorporated
herein by reference to Exhibit 5(b) to Post-Effective Amendment No. 38.
          (c) Amended Management Contract between Fidelity Advisor
Short-Intermediate Tax-Exempt Fund and Fidelity Management & Research
Company dated July 1, 1995, was electronically filed and is incorporated
herein by reference to Exhibit 5(c) to Post-Effective Amendment No. 39.
  (6)   (a) General Distribution Agreement between Limited Term Series and
Fidelity Distributors Corporation, dated April 1, 1987, was electronically
filed and is incorporated herein by reference to Exhibit 6(a) to
Post-Effective Amendment No. 38.
          (b) Amendments to the General Distribution Agreement for Limited
Term Series, dated January 1, 1988 were electronically filed and are
incorporated herein by reference to Exhibit 6(b) to Post-Effective
Amendment No. 38.
          (c) Form of General Distribution Agreement, dated January 29,
1993, between Fidelity Distributors Corporation and Fidelity Advisor North
American Government Portfolio - Retail Class was electronically filed and
is incorporated herein by reference to Exhibit 6(c) to Post-Effective
Amendment No. 38.
          (d) General Distribution Agreement Between Fidelity Advisor
Short-Intermediate Tax-Exempt Fund and Fidelity Distributors Corporation,
dated January 20, 1994, was electronically filed and is incorporated herein
by reference to Exhibit 6(d) to Post-Effective Amendment No. 37.
          (e) Form of Bank Agency Agreement (most recently revised May
1994) was electronically filed and is incorporated herein by reference to
Exhibit 6(e) to Post-Effective Amendment No. 37.
          (f) Form of Selling Dealer Agreement (most recently revised May
1994) was electronically filed and is incorporated herein by reference to
Exhibit 6(f) to Post-Effective Amendment No. 37.
          (g) Form of Selling Dealer Agreement for Bank Related
Transactions (most recently revised June 1994) was electronically filed and
is incorporated herein by reference to Exhibit 6(g) to Post-Effective
Amendment No. 37.
          (h) Form of General Distribution Agreement, dated January 29,
1993, between Fidelity Distributors Corporation and Fidelity Advisor North
American Government Portfolio - Institutional Class was electronically
filed and is incorporated herein by reference to Exhibit 6(h) to
Post-Effective Amendment No. 38.
  (7)   (a) 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 (File No. 2-50318) Post-Effective Amendment No. 87.
          (b) The Fee Deferral plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of December 1, 1995 was
electronically filed and is incorporated herein by reference to Exhibit
7(b) to Fidelity School Street Trust's (File No. 2-57167) Post-Effective
Amendment No. 47.
  (8)   (a) Custodian Contract between Registrant and United Missouri Bank
dated December 1, 1994 was electronically filed and is incorporated herein
by reference to Exhibit 8(b) to Post-Effective Amendment No. 27.
          (b) Form of Custodian Contract on behalf of Fidelity Advisor
North American Government Portfolio, dated January 29, 1993, to be filed by
amendment.
  (9) Not applicable.
  (10) Not applicable.
  (11) Consent of Coopers & Lybrand L.L.P. is electronically filed herein
as Exhibit 11.
  (12) Not applicable.
  (13) Not applicable.
  (14)  (a) Fidelity Institutional Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, was
electronically filed and is incorporated herein by reference to Exhibit
14(d) of Fidelity Union Street Trust's Post-Effective Amendment No. 87.
          (b) Plymouth Investments Defined Contribution Retirement Plan and
Trust Agreement, as currently in effect, was electronically filed and is
incorporated herein by reference to Exhibit 14(o) of Fidelity's
Commonwealth Trust's (File No. 2-52322) Post-Effective Amendment No. 57.
          (c) The Institutional Prototype Plan Basic Plan Document,
Standardized Adoption Agreement, as currently in effect, was electronically
filed and is incorporated herein by reference to Exhibit 14(o) of
Fidelity's Securities Fund's (File No. 2-93601) Post-Effective Amendment
No. 33.
          (d) Fidelity Advisor Funds Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, were
electronically filed and are incorporated herein by reference to Exhibit
14(b) of Fidelity Advisor Series V Trust's (33-9148) Post-Effective
Amendment No. 20.
  (15)  (a) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Limited Term Tax-Exempt Fund: Class A, was electronically
filed and is incorporated herein by reference to Exhibit 15(a) to
Post-Effective Amendment No. 38.
          (b) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor North American Government Portfolio - Institutional Class
was electronically filed and is incorporated herein by reference to Exhibit
15(b) to Post-Effective Amendment No. 38.
          (c) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor North American Government Portfolio - Retail Class was
electronically filed and is incorporated herein by reference to Exhibit
15(c) to Post-Effective Amendment No. 38.
          (d) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Short-Intermediate Tax-Exempt Fund: Class A, was
electronically filed and is incorporated herein by reference to Exhibit
15(d) to Post-Effective Amendment No. 38. 
          (e) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Limited Term Tax-Exempt Fund: Class B, was electronically
filed and is incorporated herein by reference to Exhibit 15(e) to
Post-Effective Amendment No. 38.
          (f) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Short-Intermediate Tax-Exempt Fund: Institutional Class,
was electronically filed and is incorporated herein by reference to Exhibit
15(f) to Post-Effective Amendment No. 38.
          (g) Distribution and Service Plan pursuant to Rule 12b-1 for
Limited Term Series (currently Advisor Intermediate Municipal Income Fund)
is electronically filed herein as Exhibit 15(g).
  (16) Schedules for computation of performance quotations were
electronically filed and are incorporated herein by reference as Exhibit
16(a) to Post-Effective Amendment No. 38.
  (17) A Financial Data Schedule is electronically filed herein as Exhibit
17.
  (18) Rule 18f-3 was electronically filed and is incorporated herein by
reference to Exhibit 18 to Post-Effective Amendment No. 38.
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
 
                December 11, 1995
    Title of Class:  Shares of Beneficial Interest
Name of Series   Number of Record Holders   
 
Fidelity Advisor Intermediate Municipal                    
   Income Fund: Institutional Class                227     
 
Fidelity Advisor Intermediate Municipal                    
    Income Fund: Class A                        2,592      
 
Fidelity Advisor Intermediate Municipal                    
    Income Fund: Class B                           211     
 
Fidelity Advisor Short-Intermediate Municipal              
   Income Fund: Class A                         1,082      
 
Fidelity Advisor Short-Intermediate Municipal              
   Income Fund: Institutional Class                  12    
 
Fidelity Advisor North American Government                 
   Portfolio: Class A                                  1   
 
Fidelity Advisor North American Government                 
   Portfolio: Institutional Class                      1   
 
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).                                
 
                                                                                    
 
William 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.           
 
                                                                                    
 
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; Director of Technical Research.       
 
                                                                                         
 
Curtis Hollingsworth        Vice President of FMR (1993).                                
 
                                                                                         
 
Stephen P. 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); 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 III    Vice President of FMR (1993).                                
 
                                                                                         
 
Robert H. Morrison          Vice President of FMR; 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 Spillane            Vice President of FMR; Senior Vice President and Director    
                            of Operations and Compliance of FMR U.K. (1993).             
 
                                                                                         
 
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;           
                            Tax-Free Fixed-Income Group Leader.                          
 
                                                                                         
 
Thomas Sweeney              Vice President of FMR (1993).                                
 
                                                                                         
 
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; Growth Group Leader.                         
 
                                                                                         
 
Jeffrey Vinik               Senior Vice President of FMR (1993) 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.; 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.
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
W. Humphrey Bogart     Director                   None                    
 
Kurt Lange             President and Treasurer    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' custodian: UMB
Bank, N.A., 1010 Grand Avenue, Kansas City, MO.
Item 31. Management Services
 Not applicable.
Item 32. Undertakings
 
 The Registrant, on behalf of Fidelity Advisor Intermediate Municipal
Income Fund and Fidelity Advisor Short-Intermediate Municipal Income Fund,
provided the information required by Item 5A is contained in the annual
report, undertakes to furnish to each person to whom a prospectus has been
delivered, upon their request and without charge, a copy of the
Registrant's latest annual report to shareholders.
 
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                          
 
 
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. 40 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 22nd
day of February, 1996.
      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 22, 1996    
 
    Edward C. Johnson 3d          (Principal Executive Officer)                        
 
                                                                                       
 
</TABLE>
 
/s/Kenneth A. Rathgeber     Treasurer   February 22, 1996    
 
    Kenneth A. Rathgeber               
 
/s/J. Gary Burkhead    Trustee   February 22, 1996    
 
    J. Gary Burkhead               
 
                                                                
/s/Ralph F. Cox              *   Trustee   February 22, 1996    
 
   Ralph F. Cox               
 
                                                            
/s/Phyllis Burke Davis   *   Trustee   February 22, 1996    
 
    Phyllis Burke Davis               
 
                                                               
/s/Richard J. Flynn         *   Trustee   February 22, 1996    
 
    Richard J. Flynn               
 
                                                               
/s/E. Bradley Jones         *   Trustee   February 22, 1996    
 
    E. Bradley Jones               
 
                                                                 
/s/Donald J. Kirk             *   Trustee   February 22, 1996    
 
    Donald J. Kirk               
 
                                                                 
/s/Peter S. Lynch             *   Trustee   February 22, 1996    
 
    Peter S. Lynch               
 
                                                            
/s/Edward H. Malone      *   Trustee   February 22, 1996    
 
   Edward H. Malone                
 
                                                         
/s/Marvin L. Mann_____*    Trustee   February 22, 1996   
 
   Marvin L. Mann                
 
/s/Gerald C. McDonough*   Trustee   February 22, 1996   
 
    Gerald C. McDonough               
 
/s/Thomas R. Williams    *   Trustee   February 22, 1996   
 
   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.

 
 
 
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Prospectuses
and Statements of Additional Information constituting part of
Post-Effective Amendment No. 40 to the Registration Statement on Form N-1A
of Fidelity Advisor Series VI: Fidelity Advisor Intermediate Municipal
Income Fund (formerly Fidelity Advisor Limited Term Tax-Exempt Fund) and
Fidelity Advisor Short-Intermediate Municipal Income Fund (formerly
Fidelity Advisor Short-Intermediate Tax-Exempt Fund) of our reports dated
January 11, 1996 on the financial statements and financial highlights
included in the November 30, 1995 Annual Reports to Shareholders of
Fidelity Advisor Intermediate Municipal Income Fund and Fidelity Advisor
Short-Intermediate Municipal Income Fund.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditor" in the Statements
of Additional Information.  
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 22, 1996

 
 
 
DISTRIBUTION AND SERVICE PLAN
of FIXED-INCOME PORTFOLIOS
LIMITED TERM SERIES
 1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940 (the "Act") of Limited Term
Series (the "Portfolio'), a series of shares of Fixed-Income Portfolios
(the "Fund").
 2. The Fund has entered into a General Distribution Agreement with respect
to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management & Research
Company (the "Adviser"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for the
Portfolio's shares of beneficial interest ("shares").  Under the agreement,
the Distributor pays the expenses of printing and distributing any
prospectuses, reports and other literature used by the Distributor,
advertising, and other promotional activities in connection with the
offering of shares of the Portfolio for sale to the public.  It is
understood that the Adviser may reimburse the Distributor for these
expenses from any source available to it, including management fees paid to
it by the Portfolio.
 3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Portfolio, processing shareholder transactions and providing such other
shareholder services as the Fund may reasonably request.
 4. The Portfolio will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized that
the Portfolio presently pays, and will continue to pay, a management fee to
the Adviser.  To the extent that any payments made by the Portfolio to the
Adviser, including payment of management fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale
of shares of the Portfolio within the context of Rule 12b-1 under the Act,
then such payments shall be deemed to be authorized by this Plan.
 5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees of
the Fund, including a majority of Trustees who are not "interested persons"
of the Fund (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
 6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until July 31, 1987, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan.  This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Portfolio to finance any
activity primarily intended to result in the sale of shares of the
Portfolio, to increase materially the amount spent by the Portfolio for
distribution, or any amendment of the Management Contract to increase the
amount to be paid by the Portfolio thereunder shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of
the Portfolio, and (b) any material amendments of this Plan shall be
effective only upon approval in the manner provided in the first sentence
in this paragraph.
 7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Portfolio.
 8. During the existence of this Plan, the Fund shall require the Adviser
or Distributor to perform any specific type or level of distribution
activities or to incur any specific level of expenses for activities
primarily intended to result in the sale of shares of the Portfolio.
 9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of shares of the Portfolio.
 10. Consistent with the limitation of shareholder liability as set forth
in the Fund's Declaration of Trust, any obligations assumed by the
Portfolio pursuant to this Plan and any agreements related to this Plan
shall be limited in all cases to the Portfolio and its assets, and shall
not constitute obligations of any other series of shares of the Fund.
 11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
 


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000720318
<NAME> Fidelity Advisor Series VI
<SERIES>
 <NUMBER> 11
 <NAME> Fidelity Limited Term Municipal Income Fund - Class A
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 year          
 
<FISCAL-YEAR-END>             nov-30-1995   
 
<PERIOD-END>                  nov-30-1995   
 
<INVESTMENTS-AT-COST>         82,823        
 
<INVESTMENTS-AT-VALUE>        85,695        
 
<RECEIVABLES>                 1,087         
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                86,782        
 
<PAYABLE-FOR-SECURITIES>      5,954         
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     665           
 
<TOTAL-LIABILITIES>           6,619         
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      78,827        
 
<SHARES-COMMON-STOCK>         6,058         
 
<SHARES-COMMON-PRIOR>         6,102         
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (1,490)       
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      2,826         
 
<NET-ASSETS>                  80,163        
 
<DIVIDEND-INCOME>             0             
 
<INTEREST-INCOME>             4,014         
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                687           
 
<NET-INVESTMENT-INCOME>       3,327         
 
<REALIZED-GAINS-CURRENT>      (744)         
 
<APPREC-INCREASE-CURRENT>     7,892         
 
<NET-CHANGE-FROM-OPS>         10,475        
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     2,650         
 
<DISTRIBUTIONS-OF-GAINS>      0             
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       3,280         
 
<NUMBER-OF-SHARES-REDEEMED>   3,502         
 
<SHARES-REINVESTED>           177           
 
<NET-CHANGE-IN-ASSETS>        9,397         
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     (738)         
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         292           
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               828           
 
<AVERAGE-NET-ASSETS>          58,076        
 
<PER-SHARE-NAV-BEGIN>         9.400         
 
<PER-SHARE-NII>               .451          
 
<PER-SHARE-GAIN-APPREC>       .980          
 
<PER-SHARE-DIVIDEND>          0             
 
<PER-SHARE-DISTRIBUTIONS>     .451          
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           10.380        
 
<EXPENSE-RATIO>               94            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000720318
<NAME> Fidelity Advisor Series VI
<SERIES>
 <NUMBER> 12
 <NAME> Fidelity Limited Term Municipal Income Fund - Class B
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 year          
 
<FISCAL-YEAR-END>             nov-30-1995   
 
<PERIOD-END>                  nov-30-1995   
 
<INVESTMENTS-AT-COST>         82,823        
 
<INVESTMENTS-AT-VALUE>        85,695        
 
<RECEIVABLES>                 1,087         
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                86,782        
 
<PAYABLE-FOR-SECURITIES>      5,954         
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     665           
 
<TOTAL-LIABILITIES>           6,619         
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      78,827        
 
<SHARES-COMMON-STOCK>         600           
 
<SHARES-COMMON-PRIOR>         179           
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (1,490)       
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      2,826         
 
<NET-ASSETS>                  80,163        
 
<DIVIDEND-INCOME>             0             
 
<INTEREST-INCOME>             4,014         
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                687           
 
<NET-INVESTMENT-INCOME>       3,327         
 
<REALIZED-GAINS-CURRENT>      (744)         
 
<APPREC-INCREASE-CURRENT>     7,892         
 
<NET-CHANGE-FROM-OPS>         10,475        
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     142           
 
<DISTRIBUTIONS-OF-GAINS>      0             
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       477           
 
<NUMBER-OF-SHARES-REDEEMED>   67            
 
<SHARES-REINVESTED>           11            
 
<NET-CHANGE-IN-ASSETS>        9,397         
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     (738)         
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         292           
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               828           
 
<AVERAGE-NET-ASSETS>          3,821         
 
<PER-SHARE-NAV-BEGIN>         9.400         
 
<PER-SHARE-NII>               .373          
 
<PER-SHARE-GAIN-APPREC>       .980          
 
<PER-SHARE-DIVIDEND>          0             
 
<PER-SHARE-DISTRIBUTIONS>     .373          
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           10.380        
 
<EXPENSE-RATIO>               168           
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000720318
<NAME> Fidelity Advisor Series VI
<SERIES>
 <NUMBER> 13
 <NAME> Fidelity Limited Term Municipal Income Fund - Inst. Class
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 year          
 
<FISCAL-YEAR-END>             nov-30-1995   
 
<PERIOD-END>                  nov-30-1995   
 
<INVESTMENTS-AT-COST>         82,823        
 
<INVESTMENTS-AT-VALUE>        85,695        
 
<RECEIVABLES>                 1,087         
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                86,782        
 
<PAYABLE-FOR-SECURITIES>      5,954         
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     665           
 
<TOTAL-LIABILITIES>           6,619         
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      78,827        
 
<SHARES-COMMON-STOCK>         1,070         
 
<SHARES-COMMON-PRIOR>         1,244         
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (1,490)       
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      2,826         
 
<NET-ASSETS>                  80,163        
 
<DIVIDEND-INCOME>             0             
 
<INTEREST-INCOME>             4,014         
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                687           
 
<NET-INVESTMENT-INCOME>       3,327         
 
<REALIZED-GAINS-CURRENT>      (744)         
 
<APPREC-INCREASE-CURRENT>     7,892         
 
<NET-CHANGE-FROM-OPS>         10,475        
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     535           
 
<DISTRIBUTIONS-OF-GAINS>      0             
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       321           
 
<NUMBER-OF-SHARES-REDEEMED>   501           
 
<SHARES-REINVESTED>           6             
 
<NET-CHANGE-IN-ASSETS>        9,397         
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     (738)         
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         292           
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               828           
 
<AVERAGE-NET-ASSETS>          10,789        
 
<PER-SHARE-NAV-BEGIN>         9.410         
 
<PER-SHARE-NII>               .477          
 
<PER-SHARE-GAIN-APPREC>       .950          
 
<PER-SHARE-DIVIDEND>          0             
 
<PER-SHARE-DISTRIBUTIONS>     .477          
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           10.360        
 
<EXPENSE-RATIO>               70            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000720318
<NAME> Fidelity Advisor Series VI
<SERIES>
 <NUMBER> 21
 <NAME> Fidelity Advisor Short-Intermediate Municipal Income Fund     Class
A
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 year          
 
<FISCAL-YEAR-END>             nov-30-1995   
 
<PERIOD-END>                  nov-30-1995   
 
<INVESTMENTS-AT-COST>         32,343        
 
<INVESTMENTS-AT-VALUE>        32,864        
 
<RECEIVABLES>                 989           
 
<ASSETS-OTHER>                36            
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                33,889        
 
<PAYABLE-FOR-SECURITIES>      4,299         
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     181           
 
<TOTAL-LIABILITIES>           4,480         
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      28,815        
 
<SHARES-COMMON-STOCK>         2,859         
 
<SHARES-COMMON-PRIOR>         1,694         
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       74            
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      520           
 
<NET-ASSETS>                  29,409        
 
<DIVIDEND-INCOME>             0             
 
<INTEREST-INCOME>             1,001         
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                162           
 
<NET-INVESTMENT-INCOME>       839           
 
<REALIZED-GAINS-CURRENT>      87            
 
<APPREC-INCREASE-CURRENT>     813           
 
<NET-CHANGE-FROM-OPS>         1,739         
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     837           
 
<DISTRIBUTIONS-OF-GAINS>      0             
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       2,839         
 
<NUMBER-OF-SHARES-REDEEMED>   1,737         
 
<SHARES-REINVESTED>           64            
 
<NET-CHANGE-IN-ASSETS>        12,845        
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     (8)           
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         79            
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               297           
 
<AVERAGE-NET-ASSETS>          19,695        
 
<PER-SHARE-NAV-BEGIN>         9.770         
 
<PER-SHARE-NII>               .430          
 
<PER-SHARE-GAIN-APPREC>       .470          
 
<PER-SHARE-DIVIDEND>          .430          
 
<PER-SHARE-DISTRIBUTIONS>     0             
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           10.240        
 
<EXPENSE-RATIO>               82            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000720318
<NAME> Fidelity Advisor Series VI
<SERIES>
 <NUMBER> 22
 <NAME> Fidelity Advisor Short-Intermediate Municipal Income Fund     Class
C
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 year          
 
<FISCAL-YEAR-END>             nov-30-1995   
 
<PERIOD-END>                  nov-30-1995   
 
<INVESTMENTS-AT-COST>         32,343        
 
<INVESTMENTS-AT-VALUE>        32,864        
 
<RECEIVABLES>                 989           
 
<ASSETS-OTHER>                36            
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                33,889        
 
<PAYABLE-FOR-SECURITIES>      4,299         
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     181           
 
<TOTAL-LIABILITIES>           4,480         
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      28,815        
 
<SHARES-COMMON-STOCK>         13            
 
<SHARES-COMMON-PRIOR>         1,694         
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       74            
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      520           
 
<NET-ASSETS>                  29,409        
 
<DIVIDEND-INCOME>             0             
 
<INTEREST-INCOME>             1,001         
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                162           
 
<NET-INVESTMENT-INCOME>       839           
 
<REALIZED-GAINS-CURRENT>      87            
 
<APPREC-INCREASE-CURRENT>     813           
 
<NET-CHANGE-FROM-OPS>         1,739         
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     2             
 
<DISTRIBUTIONS-OF-GAINS>      0             
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       13            
 
<NUMBER-OF-SHARES-REDEEMED>   0             
 
<SHARES-REINVESTED>           0             
 
<NET-CHANGE-IN-ASSETS>        12,845        
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     (8)           
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         79            
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               297           
 
<AVERAGE-NET-ASSETS>          102           
 
<PER-SHARE-NAV-BEGIN>         10.07         
 
<PER-SHARE-NII>               .178          
 
<PER-SHARE-GAIN-APPREC>       .160          
 
<PER-SHARE-DIVIDEND>          .178          
 
<PER-SHARE-DISTRIBUTIONS>     0             
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           10.23         
 
<EXPENSE-RATIO>               75            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        



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