SUPPLEMENT TO THE FIDELITY ADVISOR FUNDS:
CLASS A, CLASS T, CLASS B, CLASS C, INSTITUTIONAL CLASS, AND INITIAL
CLASS
FEBRUARY 28, 1998
STATEMENT OF ADDITIONAL INFORMATION
THE FOLLOWING INFORMATION REPLACES FUNDAMENTAL INVESTMENT LIMITATION
(1) IN EACH OF "INVESTMENT LIMITATIONS OF BALANCED FUND," "INVESTMENT
LIMITATIONS OF HIGH YIELD FUND," "INVESTMENT LIMITATIONS OF MORTGAGE
SECURITIES FUND," "INVESTMENT LIMITATIONS OF GOVERNMENT INVESTMENT
FUND," AND INVESTMENT LIMITATIONS OF SHORT FIXED-INCOME FUND" FOUND ON
PAGES 13, 15, 17, 18, AND 20, RESPECTIVELY.
The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as
a result, (a) more than 5% of the fund's total assets would be
invested in the securities of that issuer, or (b) the fund would hold
more than 10% of the outstanding voting securities of that issuer.
THE FOLLOWING INFORMATION REPLACES FUNDAMENTAL INVESTMENT LIMITATION
(5) IN "INVESTMENT LIMITATIONS OF GOVERNMENT INVESTMENT FUND" FOUND ON
PAGE 18.
The fund may not 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.
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION FOUND ON PAGE 36.
SOURCES OF CREDIT OR LIQUIDITY SUPPORT. FMR may rely on its evaluation
of the credit of a bank or other entity in determining whether to
purchase a security supported by a letter of credit guarantee, put or
demand feature, insurance or other source of credit or liquidity. In
evaluating the credit of a foreign bank or other foreign entities, FMR
will consider whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable
political or economic developments, currency controls, or other
government restrictions that might affect its ability to honor its
commitment.
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
SAI.
SPECIAL CONSIDERATIONS REGARDING THE RUSSIAN FEDERATION
The Russian Federation is the largest republic of the Commonwealth of
Independent States with a 1995 population of 147,500,000. It is about
one and four fifths of the land area of the United States and occupies
most of eastern Europe and north Asia.
Russia has had a long history of political and economic turbulence.
The U.S.S.R. lasted 69 years and for more than half that time it
ranked as a nuclear superpower. In the 1930's tens of millions of its
citizens were collectivized under state agricultural and industrial
enterprises and millions died in political purges and the vast penal
and labor system or in state-created famines. During World War II, as
many as 20 million Soviet citizens died. After decades of communist
rule the Soviet Union was dissolved on December 8, 1991 following a
failed coup attempt against the government of Mikhail Gorbachev. On
the day that the leaders declared that the Soviet Union ceased to
exist, the Soviet republics were invited to join with Russia in the
Commonwealth of Independent states (CIS). At one time or another those
that have agreed to join have included the Ukraine, Belarus, Moldova,
Georgia, Armenia, Azerbaijan, Uzbekistan, Turkmenistan, Tajikistan,
Kazakhstan and Kyrgyzstan, but a number have dropped out since or have
only observer status. Each of the republics is a sovereign state that
controls its own economy and natural resources and collects its own
taxes, providing only minimal support to the CIS.
Boris Yeltsin, President of Russia, inherited the mantle of economic
and political chaos. With the freeing of most prices he staked his
political life on the rapid creation of a free market economy. Since
1991 Yeltsin and his Russian reformers have been faced with the
daunting task of stabilizing the Russian economy while transforming it
into a modern and efficient structure able to compete in international
markets and respond to the needs of the Russian people. To date, their
efforts have yielded widely mixed results. On the one hand, they have
made some impressive progress. Since 1992, they have abolished central
planning, decontrolled prices, unified the foreign exchange market,
made the ruble convertible, and privatized two thirds of the economy.
They have accomplished this in spite of the crushing burdens inherited
from the communist system: huge industrial enterprises that are
unprofitable; an obsolete capital stock; a crumbling energy sector,
huge external debt; and armies that had to be repatriated and
resettled at home.
Russia remains a paradox among the major economies of the world in
that it is a country marked by stagnation in production levels, but
has few constraints on growth. Labor supply is adequate and savings
are high. In addition, there is almost unlimited scope for increasing
productivity through the introduction of improved technologies,
production process and market-oriented managerial development. There
are 147 million consumers who are slowly increasing their buying power
and education standards are high. Russia is also rich in natural
resources. It has 40% of the world's natural gas reserves, 6% of its
oil, 25% of coal, diamonds, gold and nickel, and 30% of timber and
bauxite. Approximately ten million people are engaged in agriculture
and they produce half of the region's grain, meat, milk, and other
dairy products.
The main reason for the continued poor performance of the Russian
economy is the country's failure to mobilize the resources that are
available. While the official unemployment rate was at 10.6% in 1996,
up to half of the working population is, in effect, unemployed or, to
a significant degree, underemployed in inefficient and unproductive
industries. Much of the country's savings have been siphoned off
through capital flight. Russia's technological potential for
assimilating both domestic and foreign technologies is not being
exploited. Industry privatization and restructuring initiatives have
generally failed to mobilize the available factors of production as
the country's privatization program virtually ensures the predominance
of the old management teams that are largely non market-oriented in
their management approach. Approximately 80% of Russian privatized
companies continue to be majority-owned by insiders and only 10% are
owned by investors with large enough stakes to influence the running
of the company.
In July 1996, Boris Yeltsin was re-elected for a second term and it
was hoped that the election would mark the start of a more stable
period of economic growth. However, macroeconomic indicators in 1996
proved contradictory. On the one hand, the Russian government
continued its strict credit policies, and the annual inflation rate
for 1996 dropped to 23%, down from 131% in 1995. Inflation has since
remained below 3% a month through the first half of 1997. In addition,
expenditure cuts trimmed the budget deficit to 7% of GDP for the first
nine months of 1996. On the other hand, however, GDP fell by 6%
following 1995's 4% fall, while industrial production was down by 5%
and real investment dropped by approximately 19%. Non-payment
continues to represent a serious problem for the economy, particularly
in the energy sector.
While Russia is widely believed to be one of the most risky markets in
eastern Europe, it is also recognized for its potential for positive
returns. In 1996 the Russian market delivered the world's best stock
market performance and was among the top performing markets in the
first half of 1997. However, the market has been essentially liquidity
driven and concentrated in a very few of the country's largest
companies. At just $65 billion, the total capitalization of the stock
market accounts for just 12 percent of GDP. The majority of investors
in Russian equities are small and medium-sized US hedge funds. In
addition, several country specific funds have been established to make
direct and portfolio investments in Russian companies. To facilitate
foreign investment, a number of the larger Russian companies have
issued equity in the form of American depositary receipts while six
big firms have issued securities in the form of Russian depositary
certificates. These certificates are issued and marketed by the Bank
of New York. Any investment in Russia is risky and deciding which
companies will perform well at this stage of the country's
transformation is far from easy. A combination of poor accounting
standards, inept management, limited shareholder rights and the
criminalization of large sectors of the economy pose a significant
risk, particularly to foreign investors.
THE FOLLOWING INFORMATION REPLACES THE FIFTH PARAGRAPH FOUND IN THE
"PORTFOLIO TRANSACTIONS" SECTION ON PAGE 48.
To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use research services of the brokerage and
other firms that have provided such assistance. FMR may use research
services provided by and place agency transactions with National
Financial Services Corporation (NFSC) and Fidelity Brokerage Services
(Japan) LLC (FBSJ), indirect subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services. Prior to December 9, 1997, FMR used research services
provided by and placed agency transactions with Fidelity Brokerage
Services (FBS), an indirect subsidiary of FMR Corp.
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"PERFORMANCE" SECTION ON PAGE 108.
Balanced may compare its performance to that of the Fidelity Balanced
Composite Benchmark which is a hypothetical representation of the
performance of the fund's general investment categories using a
weighting of 60% equity and 40% bond. The following indices are used
to calculate the Fidelity Balanced Composite Benchmark: equity - the
Standard & Poor's 500 Index, a widely recognized, unmanaged index of
common stocks; and bond - the Lehman Brothers Aggregate Bond Index, a
benchmark of investment-grade bonds. The index weightings of the
Fidelity Balanced Composite Benchmark are rebalanced monthly.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER
"ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION" BEGINNING
ON PAGE 110.
CLASS A SHARES ONLY
2. to shares purchased by a trust institution or bank trust department
for a managed account that is charged an asset-based fee. Employee
benefit plans (including 403(b) programs, but otherwise as defined in
ERISA) and accounts managed by third parties do not qualify for this
waiver;
3. to shares purchased by a broker-dealer for a managed account that
is charged an asset-based fee. Employee benefit plans (including
403(b) programs, but otherwise as defined in ERISA) do not qualify for
this waiver;
4. to shares purchased by a registered investment adviser that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee. Employee benefit plans (including 403(b) programs,
but otherwise as defined in ERISA) do not qualify for this waiver;
5. to shares purchased for an employee benefit plan (including 403(b)
programs, but otherwise as defined in ERISA) having $25 million or
more in plan assets; or
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER
"ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION" BEGINNING
ON PAGE 111.
CLASS T SHARES ONLY
5. to shares purchased for an employee benefit plan (as defined by
ERISA (except SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly, Keogh/H.R. 10
plans), but including 403(b) programs));
6. to shares purchased for a Fidelity or Fidelity Advisor account
(including purchases by exchange) with the proceeds of a distribution
from (i) an insurance company separate account used to fund annuity
contracts for employee benefit plans (including 403(b) programs, but
otherwise as defined in ERISA) that are invested in Fidelity Advisor
or Fidelity funds, or (ii) an employee benefit plan (including 403(b)
programs, but otherwise as defined in ERISA) that is invested in
Fidelity Advisor or Fidelity funds. (Distributions other than those
transferred to an IRA account must be transferred directly into a
Fidelity account.);
STRATEGIC OPPORTUNITIES: INITIAL CLASS ONLY
3. to shares in a Fidelity account purchased (including purchases by
exchange) with the proceeds of a distribution from an employee benefit
plan (including 403(b) programs, but otherwise as defined in ERISA)
provided that: (i) at the time of the distribution, the employer, or
an affiliate (as described in exemption 1 above) of such employer,
maintained at least one employee benefit plan (including 403(b)
programs, but otherwise as defined in ERISA) that qualified for
exemption (1) and that had at least some portion of its assets
invested in one or more mutual funds advised by FMR, or in one or more
accounts or pools advised by Fidelity Management Trust Company; and
(ii) either (a) the distribution is transferred from the plan to a
Fidelity IRA account within 60 days from the date of the distribution
or (b) the distribution is transferred directly from the plan into
another Fidelity account;
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION UNDER THE
HEADING "FINDER'S FEE" IN THE "ADDITIONAL PURCHASE, EXCHANGE AND
REDEMPTION INFORMATION" SECTION BEGINNING ON PAGE 113.
FOR CLASS A AND CLASS T SHARES ONLY
FINDER'S FEE. For all funds except the Short-Term Bond Funds, on
eligible purchases of (i) Class A shares in amounts of $1 million or
more that qualify for a Class A load waiver, (ii) Class A shares in
amounts of $25 million or more, or (iii) Class T shares in amounts of
$1 million or more, investment professionals will be compensated with
a fee at the rate of 0.25% of the purchase amount. Class A eligible
purchases are the following purchases made through broker-dealers and
banks: an individual trade of $25 million or more; an individual trade
of $1 million or more that is load waived; a trade which brings the
value of the accumulated account(s) of an investor (including an
employee benefit plan (including 403(b) programs, but otherwise as
defined in ERISA)) past $25 million; a load waived trade that brings
the value of the accumulated account(s) of an investor (including an
employee benefit plan (including 403(b) programs, but otherwise as
defined in ERISA)) past $1 million; a trade for an investor with an
accumulated account value of $25 million or more; a load waived trade
for an investor with an accumulated account value of $1 million or
more; an incremental trade toward an investor's $25 million "Letter of
Intent"; and an incremental load waived trade toward an investor's $1
million "Letter of Intent". Class T eligible purchases are the
following purchases made through broker-dealers and banks: an
individual trade of $1 million or more; a trade which brings the value
of the accumulated account(s) of an investor (including an employee
benefit plan (including 403(b) programs, but otherwise as defined in
ERISA)) past $1 million; a trade for an investor with an accumulated
account value of $1 million or more; and an incremental trade toward
an investor's $1 million "Letter of Intent."
For the Short-Term Bond Funds, on eligible purchases of (i) Class A
shares in amounts of $1 million or more, or (ii) Class T shares in
amounts of $1 million or more, investment professionals will be
compensated with a fee at the rate of 0.25% of the purchase amount.
Class A eligible purchases are the following purchases made through
broker-dealers and banks: an individual trade of $1 million or more; a
trade which brings the value of the accumulated account(s) of an
investor (including an employee benefit plan (including 403(b)
programs, but otherwise as defined in ERISA)) past $1 million; a trade
for an investor with an accumulated account value of $1 million or
more; and an incremental trade toward an investor's $1 million "Letter
of Intent." Class T eligible purchases are the following purchases
made through broker-dealers and banks: an individual trade of $1
million or more; a trade which brings the value of the accumulated
account(s) of an investor (including an employee benefit plan
(including 403(b) programs, but otherwise as defined in ERISA)) past
$1 million; a trade for an investor with an accumulated account value
of $1 million or more; and an incremental trade toward an investor's
$1 million "Letter of Intent."
Any assets on which a finder's fee has been paid will bear a
contingent deferred sales charge (Class A or Class T CDSC) if they do
not remain in Class A or Class T shares of the Fidelity Advisor Funds,
or Daily Money Class shares of Treasury Fund, Prime Fund or Tax-Exempt
Fund, for a period of at least one uninterrupted year. The Class A or
Class T CDSC will be 0.25% of the lesser of the cost of the Class A or
Class T shares, as applicable, at the initial date of purchase or the
value of the Class A or Class T shares, as applicable, at redemption,
not including any reinvested dividends or capital gains. Class A and
Class T shares acquired through distributions (dividends or capital
gains) will not be subject to a Class A or Class T CDSC. In
determining the applicability and rate of any Class A or Class T CDSC
at redemption, Class A or Class T shares representing reinvested
dividends and capital gains, if any, will be redeemed first, followed
by those Class A or Class T shares, as applicable that have been held
for the longest period of time.
With respect to employee benefit plans (including 403(b) programs, but
otherwise as defined in ERISA), the Class A or Class T CDSC does not
apply to the following types of redemptions: (i) plan loans or
distributions or (ii) exchanges to non-Advisor fund investment
options. With respect to Individual Retirement Accounts, the Class A
or Class T CDSC does not apply to redemptions made for disability,
payment of death benefits, or required partial distributions starting
at age 70 1/2.
Investment professionals must notify FDC in advance of a purchase
eligible for a finder's fee, and may be required to enter into an
agreement with FDC in order to receive the finder's fee.
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"DISTRIBUTIONS AND TAXES" SECTION ON PAGE 117.
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 a 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.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION ON PAGE 121.
The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended in 1997, or calendar year
ended December 31, 1997, as applicable.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Aggregate Compensation from J. Gary Ralph F. Phyllis Richard Robert
a FundA Burkhe Cox Burke J. Flynn M. Gates
ad(double dagger) Davis (double dagger)(double dagger)
TechnoQuant Growth**,B $ 0 $ 8 $ 8 $ 0 $ 5
International Capital 0 20 20 0 17
AppreciationB,++
Overseas*,B,C 0 481 471 64 121
MidCap**,B 0 144 141 6 66
Equity Growth**,B,D,N 0 2,067 2,022 127 783
Growth Opportunities 0 7,159 7,008 860 5,170
**,B,E,N,O
Strategic Opportunities**,B 0 265 259 0 170
Large Cap**,B 0 24 24 1 11
Growth & Income**,B 0 23 23 0 16
Equity Income**,B,F,N 0 1,202 1,177 66 965
Balanced*,B,G,N 0 1,236 1,209 178 839
Emerging Markets 0 49 48 0 33
Income***,B
High Yield*,B,H,N 0 1,013 991 123 729
Strategic Income***,B 0 67 66 0 45
Mortgage Securities*,B,I,P 0 204 199 82 98
Government Investment*,B,J 0 92 90 15 57
Intermediate Bond**,B,K 0 197 193 13 151
Short Fixed- Income*,B,L 0 166 161 25 109
Municipal Income*,B,M 0 200 195 30 131
Municipal Bond***,B 0 395 386 0 326
Intermediate Municipal 0 27 27 2 21
Income**,B
Short- Intermediate Municipal 0 11 11 1 8
Income**,B
TOTAL COMPENSATION FROM THE 0 214,500 210,000 0 176,000
FUND COMPLEX+,A
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Aggregate
Compensation
from Edward C. E. Donald Peter S. William
a FundA Johnson Bradley J. Kirk Lynch(double dagger) O. McCoy
3d(double dagger) Jones (double dagger)(double dagger)(double dagger)
TechnoQuant
Growth**,B $ 0 $ 8 $ 8 $ 0 $ 5
International
Capital 0 20 20 0 20
AppreciationB,++
Overseas*,B,C 0 474 474 0 260
MidCap**,B 0 142 142 0 94
Equity
Growth**,B,D,N 0 2,038 2,038 0 1,110
Growth
Opportunities 0 7,060 7,060 0 7,213
**,B,E,N,O
Strategic
Opportuni
ties**,B 0 261 261 0 227
Large Cap**,B 0 24 24 0 16
Growth &
Income**,B 0 23 23 0 16
Equity
Income**,B,F,N 0 1,186 1,186 0 1,237
Balanced*,B,G,N 0 1,219 1,219 0 1,232
Emerging
Markets 0 49 49 0 42
Income***,B
High
Yield*,B,H,N 0 998 998 0 1,021
Strategic
Income***,B 0 66 66 0 57
Mortgage
Securit
ies*,B,I,P 0 200 200 0 202
Government
Investment*,B,J 0 91 91 0 90
Intermediate
Bond**,B,K 0 194 194 0 202
Short Fixed-
Income*,B,L 0 164 164 0 164
Municipal
Income*,B,M 0 197 197 0 197
Municipal
Bond***,B 0 389 389 0 404
Intermediate
Municipal 0 27 27 0 28
Income**,B
Short-
Intermediate
Municipal 0 11 11 0 11
Income**,B
TOTAL
COMPENSATION
FROM THE 0 211,500 211,500 0 214,500
FUND COMPLEX+,A
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Aggregate Compensation from Gerald C. Edward H. Marvin Robert Thomas
a FundA McDono Malone L. Mann C. Pozen R.
ugh (double dagger)(double dagger) Williams
TechnoQuant Growth**,B $ 10 $ 0 $ 8 $ 0 $ 8
International Capital 25 0 20 0 20
AppreciationB,++
Overseas*,B,C 575 66 481 0 478
MidCap**,B 175 6 144 0 144
Equity Growth**,B,D,N 2,506 123 2,067 0 2,069
Growth Opportunities 8,573 929 7,159 0 7,115
**,B,E,N,O
Strategic Opportunities**,B 326 0 265 0 265
Large Cap**,B 29 1 24 0 24
Growth & Income**,B 29 0 23 0 23
Equity Income**,B,F,N 1,460 64 1,202 0 1,203
Balanced*,B,G,N 1,470 198 1,236 0 1,227
Emerging Markets 61 0 49 0 49
Income***,B
High Yield*,B,H,N 1,212 132 1,013 0 1,006
Strategic Income***,B 83 0 67 0 67
Mortgage Securities*,B,I,P 235 68 204 0 204
Government Investment*,B,J 105 14 92 0 91
Intermediate Bond**,B,K 239 13 197 0 197
Short Fixed- Income*,B,L 197 28 166 0 165
Municipal Income*,B,M 237 34 200 0 198
Municipal Bond***,B 486 0 395 0 395
Intermediate Municipal 33 2 27 0 27
Income**,B
Short- Intermediate Municipal 13 1 11 0 11
Income**,B
TOTAL COMPENSATION FROM THE 264,500 0 214,500 0 214,500
FUND COMPLEX+,A
</TABLE>
* Fiscal year ended October 31.
** Fiscal year ended November 30.
*** Fiscal year ended December 31.
(double dagger) Interested trustees of each fund and Mr. Burkhead are
compensated by FMR.
(double dagger)(double dagger) Richard J. Flynn and Edward H. Malone
served on the Board of Trustees through December 31, 1996.
(double dagger)(double dagger)(double dagger) During the period from
May 1, 1996 through December 31, 1996, William O. McCoy served as a
Member of the Advisory Board for the funds. Mr. McCoy was appointed to
the Board of Trustees of Advisor Series II, III, IV, V, VI, Income
Fund, and Municipal Trust effective January 1, 1997. Mr. McCoy was
elected to the Board of Trustees of Advisor Series I, VII, and VIII on
July 16, 1997, September 17, 1997, and June 18, 1997, respectively.
+ Information is as of December 31, 1997 for 230 funds in the complex.
++ Figures presented are estimates for the fund's first fiscal year
end October 31, 1998.
A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1997, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000, Phyllis Burke Davis, $75,000, Robert M. Gates, $62,500, E.
Bradley Jones, $75,000, Donald J. Kirk, $75,000, William O. McCoy,
$75,000, Gerald C. McDonough, $87,500, Marvin L. Mann, $75,000, and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation: Ralph F.
Cox, $53,699, Marvin L. Mann, $53,699, and Thomas R. Williams,
$62,462.
B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.
C The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $12, Phyllis Burke Davis, $12, Robert M. Gates, $0, Richard J.
Flynn, $0, E. Bradley Jones, $12, Donald J. Kirk, $12, William O.
McCoy, $0, Gerald C. McDonough, $12, Edward H. Malone, $12, Marvin L.
Mann, $12, and Thomas R. Williams, $12.
D The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $925, Phyllis Burke Davis, $925, Robert M. Gates, $330, Richard
J. Flynn, $0, E. Bradley Jones, $925, Donald J. Kirk, $925, William O.
McCoy, $330, Gerald C. McDonough, $1,078, Edward H. Malone, $4, Marvin
L. Mann, $925, and Thomas R. Williams, $925.
E The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $3,130, Phyllis Burke Davis, $3,130, Richard J. Flynn, $0, Robert
M. Gates, $2,446, E. Bradley Jones, $3,130, Donald J. Kirk, $3,130,
William O. McCoy, $3,044, Gerald C. McDonough, $3,624, Edward H.
Malone, $165, Marvin L. Mann, $3,130, and Thomas R. Williams, $3,130.
F The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $541, Phyllis Burke Davis, $541, Richard J. Flynn, $0, Robert M.
Gates, $454, E. Bradley Jones, $541, Donald J. Kirk, $541, William O.
McCoy, $552, Gerald C. McDonough, $631, Edward H. Malone, $2, Marvin
L. Mann, $541, and Thomas R. Williams, $541.
G The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $535, Phyllis Burke Davis, $535, Richard J. Flynn, $0, Robert M.
Gates, $397, E. Bradley Jones, $535, Donald J. Kirk, $535, William O.
McCoy, $508, Gerald C. McDonough, $617, Edward H. Malone, $41, Marvin
L. Mann, $535, and Thomas R. Williams, $535.
H The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $442, Phyllis Burke Davis, $442, Richard J. Flynn, $0, Robert M.
Gates, $345, E. Bradley Jones, $442, Donald J. Kirk, $442, William O.
McCoy, $430, Gerald C. McDonough, $512, Edward H. Malone, $23, Marvin
L. Mann, $442, and Thomas R. Williams, $442.
I The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $6, Phyllis Burke Davis, $6, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $6, Donald J. Kirk, $6, William O. McCoy,
$0, Gerald C. McDonough, $6, Edward H. Malone, $6, Marvin L. Mann, $6,
and Thomas R. Williams, $6.
J The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $4, Phyllis Burke Davis, $4, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $4, Donald J. Kirk, $4, William O. McCoy,
$0, Gerald C. McDonough, $4, Edward H. Malone, $4, Marvin L. Mann, $4,
and Thomas R. Williams, $4.
K The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $1, Phyllis Burke Davis, $1, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $1, Donald J. Kirk, $1, William O. McCoy,
$0, Gerald C. McDonough, $1, Edward H. Malone, $1, Marvin L. Mann, $1,
and Thomas R. Williams, $1.
L The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $6, Phyllis Burke Davis, $6, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $6, Donald J. Kirk, $6, William O. McCoy,
$0, Gerald C. McDonough, $6, Edward H. Malone, $6, Marvin L. Mann, $6,
and Thomas R. Williams, $6.
M The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $7, Phyllis Burke Davis, $7, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $7, Donald J. Kirk, $7, William O. McCoy,
$0, Gerald C. McDonough, $7, Edward H. Malone, $7, Marvin L. Mann, $7,
and Thomas R. Williams, $7.
N For the fiscal period ended in 1997, certain of the non-interested
trustees' aggregate compensation from certain funds includes accrued
voluntary deferred compensation as follows: Equity Growth (Cox, $870,
Malone, $119, Mann, $870, Williams, $767); Growth Opportunities (Cox,
$3,178, Malone, $764, Mann, $3,178, Williams, $2,464); Equity Income
(Cox, $502, Malone, $62, Mann, $502, Williams, $449); Balanced (Cox,
$557, Malone, $157, Mann, $557, Williams $410); and High Yield (Cox,
$450, Malone, $109, Mann, $450, Williams, $348).
O Aggregate compensation from Growth Opportunities for the one month
period ended November 30, 1997: J. Gary Burkhead, $0, Ralph F. Cox,
$697, Phyllis Burke Davis, $697, Richard J. Flynn, $0, Robert M.
Gates, $688, Edward C. Johnson 3d, $0, E. Bradley Jones, $697, Donald
J. Kirk, $697, Peter S. Lynch, $0, William O. McCoy, $688, Gerald C.
McDonough, $851, Edward H. Malone, $14, Marvin L. Mann, $697, Robert
C. Pozen, $0, and Thomas R. Williams, $697.
P Aggregate compensation from Mortgage Securities for the three month
period ended October 31, 1997: J. Gary Burkhead, $0, Ralph F. Cox,
$51, Phyllis Burke Davis, $51, Richard J. Flynn, $0, Robert M. Gates,
$51, Edward C. Johnson 3d, $0, E. Bradley Jones, $51, Donald J. Kirk,
$51, Peter S. Lynch, $0, William O. McCoy, $51, Gerald C. McDonough,
$63, Edward H. Malone, $0, Marvin L. Mann, $51, Robert C. Pozen, $0,
and Thomas R. Williams, $51.
THE FOLLOWING INFORMATION SUPPLEMENTS THE "MANAGEMENT CONTRACTS"
SECTION BEGINNING ON PAGE 127.
The following fee schedule is the current fee schedule for High
Yield, Mortgage Securities, Government Investment, Intermediate
Bond and Short Fixed-Income, and replaces the similar information for
each fund on pages 129 and 130.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE EFFECTIVE ANNUAL FEE
SCHEDULE RATES
Average Group Assets Annualized Rate Group Net Assets Effective Annual Fee Rate
0 - $3 billion .3700% $ 0.5 billion .3700%
3 - 6 .3400 25 .2664
6 - 9 .3100 50 .2188
9 - 12 .2800 75 .1986
12 - 15 .2500 100 .1869
15 - 18 .2200 125 .1793
18 - 21 .2000 150 .1736
21 - 24 .1900 175 .1690
24 - 30 .1800 200 .1652
30 - 36 .1750 225 .1618
36 - 42 .1700 250 .1587
42 - 48 .1650 275 .1560
48 - 66 .1600 300 .1536
66 - 84 .1550 325 .1514
84 - 120 .1500 350 .1494
120 - 156 .1450 375 .1476
156 - 192 .1400 400 .1459
192 - 228 .1350 425 .1443
228 - 264 .1300 450 .1427
264 - 300 .1275 475 .1413
300 - 336 .1250 500 .1399
336 - 372 .1225 525 .1385
372 - 408 .1200 550 .1372
408 - 444 .1175
444 - 480 .1150
480 - 516 .1125
Over 516 .1100
</TABLE>
This fee schedule was approved by the shareholders of High Yield,
Mortgage Securities, Government Investment, Intermediate Bond and
Short Fixed-Income.
THE FOLLOWING CHART REPLACES THE SIMILAR CHART FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 128.
<TABLE>
<CAPTION>
<S> <C> <C>
FUND DATE OF MANAGEMENT CONTRACT DATE OF SHAREHOLDER APPROVAL
TechnoQuant Growth 12/1/96 12/23/96*
International Capital 10/16/97 10/31/97*
Appreciation
Overseas 10/31/97 9/17/97
Mid Cap 1/18/96 1/18/96*
Equity Growth 8/1/97 7/16/97
Growth Opportunities 2/28/98 7/16/97
Strategic Opportunities 2/28/98 6/18/97
Large Cap 1/18/96 1/18/96*
Growth & Income 12/1/96 12/23/96*
Equity Income 8/1/86 7/23/86
Balanced 6/1/98 5/13/98
Emerging Markets 7/1/97 6/18/97
Income
High Yield 6/1/98 5/13/98
Strategic Income 10/31/97 6/18/97
Mortgage Securities 8/1/98 7/15/98
Government Investment 6/1/98 5/13/98
Intermediate Bond 11/1/98 10/7/98
Short Fixed-Income 6/1/98 5/13/98
Municipal Income 12/1/94 11/16/94
Municipal Bond 1/1/94 12/15/93
Intermediate Municipal 7/1/95 6/14/95
Income
Short-Intermediate 7/1/95 6/14/95
Municipal Income
</TABLE>
* Approved by FMR, then the sole shareholder of the fund.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 133.
The individual fund fee rates for each fund (except Equity Income) are
set forth in the following chart. Based on the average group net
assets of the funds advised by FMR for December 1997 the annual basic
fee rate would be calculated as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
GROUP FEE RATE INDIVIDUAL FUND FEE RATE BASIC FEE RATE
TechnoQuant 0.2942% + 0.30% = 0.5942%
Growth
International 0.2942% + 0.45% = 0.7442%
Capital
Appreciation*
Overseas 0.2942% + 0.45% = 0.7442%
Mid Cap 0.2942% + 0.30% = 0.5942%
Equity Growth 0.2942% + 0.30% = 0.5942%
Growth 0.2942% + 0.30% = 0.5942%
Opportunities
Strategic 0.2942% + 0.30% = 0.5942%
Opportunities
Large Cap 0.2942% + 0.30% = 0.5942%
Growth & 0.2942% + 0.20% = 0.4942%
Income
Balanced 0.2942% + 0.15% = 0.4442%
Emerging 0.1372% + 0.55% = 0.6872%
Markets Income
High Yield 0.1372% + 0.45% = 0.5872%
Strategic 0.1372% + 0.45% = 0.5872%
Income
Mortgage 0.1372% + 0.30% = 0.4372%
Securities
Government 0.1372% + 0.30% = 0.4372%
Investment
Intermediate 0.1372% + 0.30% = 0.4372%
Bond
Short 0.1372% + 0.30% = 0.4372%
Fixed-Income
Municipal 0.1372% + 0.25% = 0.3872%
Income
Municipal Bond 0.1372% + 0.25% = 0.3872%
Intermediate 0.1372% + 0.25% = 0.3872%
Municipal
Income
Short-Intermedi 0.1372% + 0.25% = 0.3872%
ate Municipal
Income
</TABLE>
* Estimated
THE FOLLOWING INFORMATION REPLACES THE SECOND, FOURTH, FIFTH, AND
SIXTH PARAGRAPHS FOUND UNDER THE HEADING "DISTRIBUTION AND SERVICE
PLANS" BEGINNING ON PAGE 137.
Pursuant to the Class A Plans, FDC is paid a distribution fee as a
percentage of Class A's average net assets at an annual rate of up to
0.75% for each of TechnoQuant Growth, International Capital
Appreciation, Overseas, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, Equity Income,
and Balanced (the Equity Funds); and up to 0.40% for each of Emerging
Markets Income, High Yield, Strategic Income, Government Investment,
Mortgage Securities, and Municipal Income (the Bond Funds),
Intermediate Bond and Intermediate Municipal Income (the
Intermediate-Term Bond Funds), and Short-Intermediate Municipal Income
and Short Fixed-Income (the Short-Term Bond Funds). Pursuant to the
Class T Plans, FDC is paid a distribution fee as a percentage of Class
T's average net assets at an annual rate of up to 0.75% for each of
TechnoQuant Growth, International Capital Appreciation, Equity Growth,
Mid Cap, Large Cap, Growth & Income, and Equity Income; up to 0.65%
for each of Overseas, Growth Opportunities, Strategic Opportunities,
and Balanced; up to 0.40% for each of Emerging Markets Income, High
Yield, Strategic Income, Intermediate Bond, Mortgage Securities,
Government Investment, Municipal Income, Short-Intermediate Municipal
Income, and Intermediate Municipal Income; and up to 0.15% for Short
Fixed-Income. Pursuant to the Class B Plans, FDC is paid a
distribution fee as a percentage of Class B's average net assets at an
annual rate of up to 0.75% for each fund with Class B shares. Pursuant
to the Class C Plans, FDC is paid a distribution fee as a percentage
of Class C's average net assets at an annual rate of up to 0.75% for
each fund with Class C shares. For the purpose of calculating the
distribution fees, average net assets are determined at the close of
business on each day throughout the month, but excluding assets
attributable to Class T shares of Equity Income purchased more than
144 months prior to such day and to Class B shares of Equity Income
purchased more than 144 months prior to such day.
Currently, up to the full amount of distribution fees paid by Class A
and Class T may be reallowed to investment professionals as
compensation for their services in connection with the distribution of
Class A or Class T shares, as applicable, and for providing support
services to Class A or Class T shareholders, as applicable, based upon
the level of services provided.
Currently, the full amount of distribution fees paid by Class B is
retained by FDC as compensation for its services and expenses in
connection with the distribution of Class B shares, and up to the full
amount of service fees paid by Class B may be reallowed to investment
professionals for providing personal service to and/or maintenance of
Class B shareholder accounts.
Currently, for the first year of investment, the full amount of
distribution fees paid by Class C is retained by FDC as compensation
for its services and expenses in connection with the distribution of
Class C shares, and the full amount of service fees paid by Class C is
retained by FDC for providing personal service to and/or maintenance
of Class C shareholder accounts. After the first year of investment,
up to the full amount of distribution fees paid by Class C may be
reallowed to investment professionals as compensation for their
services in connection with the distribution of Class C shares, and up
to the full amount of service fees paid by Class C may be reallowed to
investment professionals for providing personal service to and/or
maintenance of Class C shareholder accounts.
THE FOLLOWING TABLES REPLACE THE TABLES SHOWING DISTRIBUTION FEES AND,
FOR CLASS B AND CLASS C, SERVICE FEES, PAID BY CLASS A, CLASS T, CLASS
B, AND CLASS C, RESPECTIVELY, FOUND ON PAGES 139-141 IN THE
"DISTRIBUTION AND SERVICE PLANS" SECTION.
The table below shows the distribution fees paid by Class A for the
fiscal years ended 1997.
CLASS A DISTRIBUTION FEES
1997
FUND FEES PAID TO PAID BY FDC TO RETAINED BY
FDC INVESTMENT PROFESSIONALS FDC****
TechnoQuant $ 9,431 $ 9,265 $ 166
Growth
Overseas 6,465 6,238 227
Mid Cap 6,575 6,326 249
Equity Growth 36,449 36,286 163
Growth 28,348+ 28,141+ 207+
Opportunities
Growth 153,641++ 153,641++ 0++
Opportunities
Strategic 2,516*** 2,255*** 261***
Opportunities
Large Cap 3,619 3,142 477
Growth & 6,421 6,256 165
Income
Equity Income 32,093 32,089 4
Balanced 10,612 10,344 268
Emerging 1,903 1,718 185
Markets Income
High Yield 29,386 29,364 22
Strategic 2,600 2,450 150
Income
Mortgage 600* 565* 35*
Securities
Mortgage 530** 482** 48**
Securities
Government 1,086 945 141
Investment
Intermediate 3,177 3,056 121
Bond
Short 4,666 4,666 0
Fixed-Income
Municipal 2,810 2,723 87
Income
Intermediate 521 358 163
Municipal
Income
Short-Intermedi 523 372 151
ate Municipal
Income
+ For the fiscal period November 1, 1997 through November 30, 1997.
++ For the fiscal period November 1, 1996 through October 31, 1997.
* For the fiscal period August 1, 1997 through October 31, 1997.
** For the fiscal period March 3, 1997 through July 31, 1997.
*** For the fiscal period January 1, 1997 through November 30, 1997.
**** Amounts represent fees paid to FDC but not yet reallowed to
investment professionals as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to investment
professionals. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.
The table below shows the distribution fees paid by Class T for the
fiscal years ended 1997.
CLASS T DISTRIBUTION FEES
1997
FUND FEES PAID TO FDC PAID BY FDC TO RETAINED BY
INVESTMENT FDC****
PROFESSIONALS
TechnoQuant $ 59,373 $ 58,479 $ 894
Growth
Overseas 5,557,206 5,466,383 90,823
Mid Cap 1,333,963 1,224,468 109,495
Equity Growth 19,297,519 19,090,886 206,633
Growth 8,369,900+ 8,200,499+ 169,401+
Opportunities
Growth 86,243,939++ 85,413,638++ 830,301++
Opportunities
Strategic 2,266,860*** 2,222,675*** 44,185***
Opportunities
Large Cap 179,058 176,655 2,403
Growth & 254,429 254,073 356
Income
Equity Income 9,635,902 9,452,123 183,779
Balanced 14,548,840 14,388,949 159,891
Emerging 230,572 207,314 23,258
Markets Income
High Yield 4,929,860 4,878,524 51,336
Strategic 276,410 273,944 2,466
Income
Mortgage 8,099* 3,787* 4,312*
Securities
Mortgage 2,602** 1,400** 1,202**
Securities
Government 427,659 414,018 13,641
Investment
Intermediate 655,179 632,537 22,642
Bond
Short 570,695 561,631 9,064
Fixed-Income
Municipal 1,062,341 1,051,649 10,692
Income
Intermediate 127,082 124,865 2,217
Municipal
Income
Short-Intermedia 37,068 36,623 445
te Municipal
Income
+ For the fiscal period November 1, 1997 through November 30, 1997.
++ For the fiscal period November 1, 1996 through October 31, 1997.
* For the fiscal period August 1, 1997 through October 31, 1997.
** For the fiscal period March 3, 1997 through July 31, 1997.
*** For the fiscal period January 1, 1997 through November 30, 1997.
**** Amounts represent fees paid to FDC but not yet reallowed to
investment professionals as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to investment
professionals. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.
The table below shows the distribution fees and the shareholder
service fees paid by Class B for the fiscal years ended 1997.
CLASS B DISTRIBUTION FEES AND SHAREHOLDER SERVICE FEES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1997
FUND DISTRIBUTION RETAINED BY SHAREHOLDER PAID BY FDC RETAINED BY
FEES PAID TO FDC***** SERVICE FEES TO INVESTMENT FDC****
FDC PAID TO FDC PROFESSIONALS
TechnoQuant $ 44,157 $ 44,157 $ 14,718 $ 14,625 $ 93
Growth
Overseas 215,984 215,984 71,995 71,995 0
Mid Cap 325,966 325,966 108,656 108,656 0
Equity Growth 217,770 217,770 72,590 72,590 0
Growth 247,111+ 247,111+ 82,370+ 81,953+ 417+
Opportunities
Growth 844,796++ 844,796++ 281,598++ 281,598++ 0++
Opportunities
Strategic 683,989*** 683,989*** 227,996*** 227,107*** 889***
Opportunities
Large Cap 120,477 120,477 40,162 39,938 224
Growth & 88,496 88,496 29,498 29,498 0
Income
Equity Income 4,395,816 4,395,816 1,465,270 1,461,265 4,005
Balanced 47,252 47,252 15,751 15,407 344
Emerging 144,517 144,517 55,579 55,579 0
Markets Income
High Yield 2,991,471 2,991,471 1,150,565 1,150,565 0
Strategic Income 295,764 295,764 113,756 113,256 500
Mortgage 1,950* 1,950* 749* 689* 60*
Securities
Mortgage 994** 994** 380** 291** 89**
Securities
Government 112,488 112,488 43,269 42,928 341
Investment
Intermediate 127,539 127,539 49,049 48,705 344
Bond
Municipal 259,150 259,150 99,673 99,539 134
Income
Intermediate 48,596 48,596 18,691 18,629 62
Municipal
Income
</TABLE>
+ For the fiscal period November 1, 1997 through November 30, 1997.
++ For the fiscal period November 1, 1996 through October 31, 1997.
* For the fiscal period August 1, 1997 through October 31, 1997.
** For the fiscal period March 3, 1997 through July 31, 1997.
*** For the fiscal period January 1, 1997 through November 30, 1997.
**** Amounts represent fees paid to FDC but not yet reallowed to
investment professionals as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to investment
professionals. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.
***** Amounts are retained by FDC for use in its capacity as
distributor.
The table below shows the distribution fees and the shareholder
service fees paid by Class C for the fiscal years ended 1997. (Class C
shares were not offered prior to November 3, 1997.)
CLASS C DISTRIBUTION FEES AND SHAREHOLDER SERVICE FEES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1997
FUND PAID BY FDC RETAINED BY SHAREHOLDER PAID BY FDC RETAINED BY
DISTRIBUTION TO INVESTMENT FDC* SERVICE FEES TO INVESTMENT FDC*
FEES PAID TO PROFESSIONALS PAID TO FDC PROFESSIONALS
FDC
TechnoQuant $ 8 $ 0 $ 8 $ 2 $ 0 $ 2
Growth
Mid Cap 84 0 84 28 0 28
Equity Growth 281 0 281 94 0 94
Growth 1,701 0 1,701 567 0 567
Opportunities
Large Cap 12 0 12 2 0 2
Growth & 113 0 113 38 0 38
Income
Equity Income 192 0 192 64 0 64
Emerging 35 0 35 12 0 12
Markets Income
Strategic Income 354 0 354 118 0 118
Intermediate 41 0 41 14 0 14
Bond
Intermediate 4 0 4 2 0 2
Municipal
Income
</TABLE>
* Amounts are retained by FDC for use in its capacity as distributor.
THE FOLLOWING INFORMATION REPLACES THE SEVENTH PARAGRAPH FOUND UNDER
"CONTRACTS WITH FMR AFFILIATES" ON PAGE 144.
Each of the taxable funds has entered into a service agent agreement
with FSC. Under the terms of the agreements, FSC calculates the NAV
and dividends for each class of each fund, maintains each fund's
portfolio and general accounting records, and administers each fund's
securities lending program.
THE FOLLOWING INFORMATION REPLACES THE FIRST PARAGRAPH OF THE
"SHAREHOLDER AND TRUSTEE LIABILITY" SECTION FOUND UNDER "DESCRIPTION
OF THE TRUSTS" ON PAGE 153.
SHAREHOLDER AND TRUSTEE LIABILITY. Each trust is an entity of the type
commonly known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable for the obligations of the
trust. Each Declaration of Trust (except for Fidelity Advisor
Series II, Fidelity Advisor Series IV and Fidelity Income Fund)
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. Fidelity Advisor Series II's, Fidelity Advisor Series IV's
and Fidelity Income Fund's Declaration of Trust provides that each
trust shall not have any claim against shareholders except for the
payment of the purchase price of shares and requires that each
agreement, obligation, or instrument entered into or executed by the
trust or the Trustees shall include a provision limiting the
obligations created thereby to the trust or to one or more funds and
its or their 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.
THE FOLLOWING INFORMATION REPLACES THE "VOTING RIGHTS" SECTION FOUND
UNDER "DESCRIPTION OF THE TRUSTS" ON PAGE 153.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value
of net asset value you own. The shares have no preemptive rights, and
Class A, Class T, Class C, Institutional Class, and Initial Class
shares have no conversion rights; the voting and dividend rights, the
conversion rights of Class B shares, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are
fully paid and nonassessable, except as set forth under the heading
"Shareholder and Trustee Liability" above. Shareholders representing
10% or more of a trust, a fund, or class of a fund may, as set forth
in the Declaration of Trust, call meetings of a trust, fund or class,
as applicable, for any purpose related to the trust, fund, or class,
as the case may be, including, in the case of a meeting of an
entire trust, the purpose of voting on removal of one or more
Trustees. Each trust (except Fidelity Advisor Series II, Fidelity
Advisor Series IV and Fidelity Income Fund) or fund (except Balanced,
Government Investment, High Yield, Intermediate Bond, Mortgage
Securities, Short Fixed -Income, and Strategic Income) may be
terminated upon the sale of their assets to another open-end
management investment company, or upon liquidation and distribution of
its assets, if approved by vote of the holders of a majority of the
trust or the fund, as determined by the current value of each
shareholder's investment in the funds or trusts. Fidelity Advisor
Series II, Fidelity Advisor Series IV and Fidelity Income Fund or any
o f their respective funds may be terminated upon sale of their
assets to, or merger with, another open-end management investment
company or series thereof, or upon liquidation and distribution of
their assets. Generally, the merger of a trust or a fund with another
entity or the sale of substantially all of the assets of a trust or a
fund to another entity requires the vote of a majority of the
outstanding shares of a trust or a fund, as determined by the
current value of each shareholder's investment in the fund or
trust. The Trustees of Fidelity Advisor Series II, Fidelity Advisor
Series IV and Fidelity Income Fund may, however, reorganize or
terminate each trust or any fund without prior shareholder approval.
If not so terminated, each trust and fund will continue indefinitely.
Each fund (except Equity Income and Municipal Bond) may invest all of
their assets in another investment company.
EFFECTIVE AUGUST 24, 1998, THE FOLLOWING INFORMATION REPLACES SIMILAR
INFORMATION FOUND UNDER "ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION
INFORMATION" ON PAGE 111.
CLASS A SHARES ONLY
5. to shares purchased for (i) an employee benefit plan (including
403(b) programs, but otherwise as defined in ERISA) having $25 million
or more in plan assets or (ii) an employee benefit plan (including
403(b) programs, but otherwise as defined in ERISA) that is part of an
investment professional sponsored program that requires the
participating employee benefit plan to initially invest in Class C or
Class B shares and, upon meeting certain criteria, subsequently
requires the plan to invest in Class A shares; or
EFFECTIVE AUGUST 24, 1998, THE FOLLOWING INFORMATION REPLACES THE
FIRST TWO PARAGRAPHS FOUND UNDER THE HEADING "FINDER'S FEE" IN THE
"ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION" SECTION
BEGINNING ON PAGE 113.
FOR CLASS A AND CLASS T SHARES ONLY
FINDER'S FEE. For all funds except the Short-Term Bond Funds, on
eligible purchases of (i) Class A shares in amounts of $1 million or
more that qualify for a Class A load waiver, (ii) Class A shares in
amounts of $25 million or more, or (iii) Class T shares in amounts of
$1 million or more, investment professionals will be compensated with
a fee at the rate of 0.25% of the purchase amount. Except as provided
below, Class A eligible purchases are the following purchases made
through broker-dealers and banks: an individual trade of $25 million
or more; an individual trade of $1 million or more that is load
waived; a trade which brings the value of the accumulated account(s)
of an investor (including an employee benefit plan (including 403(b)
programs, but otherwise as defined in ERISA)) past $25 million; a load
waived trade that brings the value of the accumulated account(s) of an
investor (including an employee benefit plan (including 403(b)
programs, but otherwise as defined in ERISA)) past $1 million; a trade
for an investor with an accumulated account value of $25 million or
more; a load waived trade for an investor with an accumulated account
value of $1 million or more; an incremental trade toward an investor's
$25 million "Letter of Intent"; and an incremental load waived trade
toward an investor's $1 million "Letter of Intent". Except as provided
below, Class T eligible purchases are the following purchases made
through broker-dealers and banks: an individual trade of $1 million or
more; a trade which brings the value of the accumulated account(s) of
an investor (including an employee benefit plan (including 403(b)
programs, but otherwise as defined in ERISA)) past $1 million; a trade
for an investor with an accumulated account value of $1 million or
more; and an incremental trade toward an investor's $1 million "Letter
of Intent."
For the Short-Term Bond Funds, on eligible purchases of (i) Class A
shares in amounts of $1 million or more, or (ii) Class T shares in
amounts of $1 million or more, investment professionals will be
compensated with a fee at the rate of 0.25% of the purchase amount.
Except as provided below, Class A eligible purchases are the following
purchases made through broker-dealers and banks: an individual trade
of $1 million or more; a trade which brings the value of the
accumulated account(s) of an investor (including an employee benefit
plan (including 403(b) programs, but otherwise as defined in ERISA))
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." Except as provided below,
Class T eligible purchases are the following purchases made through
broker-dealers and banks: an individual trade of $1 million or more; a
trade which brings the value of the accumulated account(s) of an
investor (including an employee benefit plan (including 403(b)
programs, but otherwise as defined in ERISA)) past $1 million; a trade
for an investor with an accumulated account value of $1 million or
more; and an incremental trade toward an investor's $1 million "Letter
of Intent."
For the purpose of determining the availability of Class A or Class T
finder's fees, purchases of Class A or Class T shares made with the
proceeds from the redemption of shares of any Fidelity fund will not
be considered "eligible purchases."
EFFECTIVE AUGUST 24, 1998, THE FOLLOWING INFORMATION REPLACES THE
SIXTH PARAGRAPH FOUND UNDER "DISTRIBUTION AND SERVICE PLANS" ON PAGE
138.
Currently and except as provided below, for the first year of
investment, the full amount of distribution fees paid by Class C is
retained by FDC as compensation for its services and expenses in
connection with the distribution of Class C shares, and the full
amount of service fees paid by Class C is retained by FDC for
providing personal service to and/or maintenance of Class C
shareholder accounts. Normally, after the first year of investment, up
to the full amount of distribution fees paid by Class C may be
reallowed to investment professionals as compensation for their
services in connection with the distribution of Class C shares, and up
to the full amount of service fees paid by Class C may be reallowed to
investment professionals for providing personal service to and/or
maintenance of Class C shareholder accounts. For purchases of Class C
shares made for an employee benefit plan (including 403(b) programs,
but otherwise as defined in ERISA) or through reinvested dividends or
capital gain distributions, during the first year of investment and
thereafter, up to the full amount of distribution fees and service
fees paid by such Class C shares may be reallowed to investment
professionals as compensation for their services in connection with
the distribution of Class C shares and for providing personal service
to and/or maintenance of Class C shareholder accounts.
