FIDELITY ADVISOR SERIES I, 497, 1997-01-07

FIDELITY ADVISOR SERIES I
497, 1997-01-07

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FIDELITY ADVISOR FUNDS
CLASS A, CLASS T, 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
a fund's most recent financial report and portfolio listing or a copy of
the Statement of Additional Information (SAI) dated November 29, 1996. The
SAI has been filed with the Securities and Exchange Commission (SEC) and is
available along with other related materials on the SEC's Internet Web site
(http:/www.sec.gov). The SAI is incorporated herein by reference (legally
forms a part of the prospectus). For a free copy of either document,
contact Fidelity Distributors Corporation (FDC), 82 Devonshire Street,
Boston, MA 02109, or your investment professional.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED BY, ANY
DEPOSITORY INSTITUTION. SHARES ARE NOT
INSURED BY THE FDIC, FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL AMOUNT INVESTED.

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.
ATG-pro-1196
FIDELITY ADVISOR TECHNOQUANT(trademark) GROWTH FUND is a growth fund. Using
a computer-aided quantitative approach, it seeks to increase the value of
your investment over the long term by investing mainly in common stocks.
FIDELITY ADVISOR GROWTH & INCOME FUND seeks high total return through a
combination of current income and capital appreciation by investing mainly
in equity securities.
PROSPECTUS
NOVEMBER 29, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
AS REVISED JANUARY 2, 1997
CONTENTS

<TABLE>
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<S> <C> <C>
KEY FACTS WHO MAY WANT TO INVEST

EXPENSES Each class's sales charge (load) and its
yearly operating expenses.

PERFORMANCE

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

</TABLE>

KEY FACTS

WHO MAY WANT TO INVEST
Class A, Class T, and Class B shares are offered to investors who engage an
investment professional for investment advice.
Each fund is designed for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns.
TechnoQuant(trademark) Growth is designed to provide an alternative to more
traditional styles of investing for growth-oriented investors. The fund
utilizes computer-aided quantitative analysis emphasizing technical
factors, such as historical price and volume relationships.
Growth & Income is designed for those who seek a combination of growth and
income from equity and some bond investments.
The value of each fund's investments and, as applicable, the income it
generates will vary from day to day, generally reflecting 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. Over time,
however, stocks have shown greater growth potential than other types of
securities. The prices of bonds typically move in the opposite direction
from interest rates. Investments in foreign securities may involve risks in
addition to those of U.S. investments, including increased political and
economic risk, as well as exposure to currency fluctuations.
Each fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision. When you sell your fund shares, they may be worth more or less
than what you paid for them.
Each fund is composed of multiple classes of shares. All classes of a fund
have a common investment objective and investment portfolio. Class A and
Class T shares have a front-end sales charge and pay a distribution fee.
Class T shares may be subject to a contingent deferred sales charge (CDSC).
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.
In determining which class of shares is the most appropriate for you, you
should consider, among other factors, the length of time you intend to hold
your shares. In general, because of its higher front-end load, Class A
shares have higher costs than Class T for a short holding period and
because of their lower 12b-1 fees, lower costs than Class T for a longer
holding period. If you are planning to invest a significant amount either
at one time or through a regular investment program, you should consider
the reduced sales charges available on Class A and Class T shares. If you
prefer not to pay a front-end sales charge and plan to hold your shares for
more than si x years, you should consider Class B shares. While Class
B shares are subject to higher ongoing expenses, they are sold without a
front-end sales charge so your entire purchase amount is immediately
invested. However, if you sell your Class B shares within si x years,
you will normally pay a CDSC that varies depending on how long you have
held your shares.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy or
sell shares of a fund. In addition, you may be charged an annual account
maintenance fee if your account balance falls below $2,500. Lower front-end
sales charges may be available with purchases of $50,000 or more. See
"Transaction Details," page , for an explanation of how and when these
charges apply.
A CDSC is imposed on Class B shares only if you redeem Class B shares
within six years of purchase. See "Transaction Details," page , for
information about the CDSC.

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Class Class Class
A T B

Maximum sales charge on purchases 5.25 3.50 None
(as a % of offering price) % %

Maximum CDSC (as a % of the lesser of original purchase price or redemption proceeds) None None 5 .00%
[B] [A]

Maximum sales charge on reinvested distributions None None None

Redemption fee None None None

Exchange fee None None None

Annual account maintenance fee $ 12.0 $ 12.0 $ 12.0
(for accounts under $2,500) 0 0 0

</TABLE>

[A] DECLINES OVER 6 YEARS FROM 5 .00% TO 0%.
[B] A CONTINGENT DEFERRED SALES CHARGE OF 0.25% IS ASSESSED ON CERTAIN
REDEMPTIONS OF CLASS T SHARES THAT WERE PURCHASED WITHOUT AN INITIAL SALES
CHARGE. SEE "TRANSACTION DETAILS," ON PAGE .
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each fund
pays a management fee to Fidelity Management & Research Company (FMR). Each
fund also incurs other expenses for services such as maintaining
shareholder records and furnishing shareholder statements and financial
reports.
12b-1 fees for Class A, Class T, 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 following figures are based on estimated expenses for 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
each fund pays is used to reduce fund expenses. In addition, each fund has
entered into arrangements with its custodian and transfer agent whereby
interest earned on uninvested cash balances is used to reduce custodian and
transfer agent expenses.
Operating Expenses Class A Class T Class B

TECHNOQUANT GROWTH Management fee 0.60 0.60 0.60
%[A] %[A] %[A]

12b-1 fee (including 0.25 0.50 1.00
0.25% shareholder % % %
service fee for Class B
shares)

Other expenses 0.53 0.44 0.53
%[A] %[A] %[A]

Total operating expenses 1.38 1.54 2.13
% % %

GROWTH & INCOME Management fee 0.50 0.50 0.50
%[A] %[A] %[A]

12b-1 fee (including 0.25 0.50 1.00
0.25% shareholder % % %
service fee for Class B
shares)

Other expenses 0.44 0.36 0.41
%[A] %[A] %[A]

Total operating expenses 1.19 1.36% 1.91
% %

[A] PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR THE 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:

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<S> <C> <C> <C> <C> <C>
Examples

Full Redemption No
Redempt
ion

Class A Class T Class B Class B

TECHNOQUANT GROWTH After 1 year $ 66 $ 50 $ 7 2[A] $ 22

After 3 years $ 94 $ 82 $ 97[A] $ 67

GROWTH & INCOME After 1 year $ 64 $ 48 $ 6 9[A] $ 19

After 3 years $ 88 $ 77 $ 90[A] $ 60

</TABLE>

[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
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, Class T, and Class B of
each fund to the extent that total operating expenses as a percentage of
its respective average net assets exceed the following rates:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Clas Effectiv Clas Effectiv Clas Effectiv
s A e s T e s B e
Date Date Date

TechnoQuant Growth 1.75 1 2 / 31 /9 2.00 12 / 31 /96 2.50 12 / 31 /96
% 6 % %

Growth & Income 1.50 12 / 31 /9 1.75 1 2 / 31 /96 2.25 12 / 31 /96
% 6 % %

</TABLE>

Expenses eligible for reimbursement do not include interest, taxes,
brokerage commissions, and extraordinary expenses.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN.
The exclusion of any applicable sales charge from a performance calculation
produces a higher return.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment 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 class over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.
In calculating yield, a class 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.
Each class of a fund may quote its adjusted net asset value including all
distributions paid. This value may be averaged over specified periods and
may be used to calculate a class's moving average.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
THE FUNDS IN DETAIL

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Each fund is a diversified fund of
Fidelity Advisor Series I, an open-end management investment company
organized as a Massachusetts business trust on June 24, 1983.
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.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. You are entitled to one
vote for each share you own.
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 their investments and handles
their business affairs. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) in London, England, and Fidelity Management & Research (Far East)
Inc. (FMR Far East) in Tokyo, Japan, assist FMR with foreign investments.
As of October 31, 1996, FMR advised funds having approximately 27 million
shareholder accounts with a total value of more than $415 billion.
Timothy A. Krochuk is manager of Advisor TechnoQuant Growth, which he has
managed since inception. Previously, he was a quantitative analyst. Mr.
Krochuk joined Fidelity in 1992 as a research associate.
Beth Terrana is manager of Advisor Growth & Income, which she has managed
since inception. She also manages another Fidelity fund. Ms. Terrana joined
Fidelity in 1983; she has worked as a portfolio manager since 1985.
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, Inc . (FIIOC) performs
transfer agent servicing functions for Class A, Class T, and Class B 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.
A broker-dealer may use a portion of the commissions paid by the funds to
reduce custodian or transfer agent fees for the 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 and the credit quality of the issuer. 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.
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. Also as a mutual fund, each fund seeks to spread investment risk
by diversifying its holdings among many companies and industries. When you
sell your shares, they may be worth more or less than what you paid for
them.
FMR normally invests each fund's assets according to its investment
strategy. Each fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
TECHNOQUANT GROWTH FUND seeks growth of capital.
The fund invests mainly in common stocks. However, the fund has the
flexibility to invest in other types of equity and debt securities as well.
The fund's security selection process utilizes computer-aided, quantitative
analysis. FMR's computer models use many types of data, but emphasize
technical factors such as historical price and volume relationships.
Fundamental criteria, such as earnings estimates, and dividend yield may
also be considered.
FMR's emphasis on technical analysis can result in the fund holding
different types of stocks at different times. For example, the fund may
hold stocks of companies with large or small market capitalization or high
or low price/earnings ratios. The fund's focus may change rapidly based on
FMR's analysis of the most current information. At times, the fund may be
concentrated in a small number of market sectors or securities.
GROWTH & INCOME FUND seeks high total return through a combination of
current income and capital appreciation.
The fund invests mainly in equity securities. The fund expects to invest
the majority of its assets in domestic and foreign equity securities, with
a focus on those that pay current dividends and show potential earnings
growth. However, the fund may buy debt securities as well as equity
securities that are not currently paying dividends, but offer prospects for
capital appreciation or future income.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the funds' SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Fund holdings and recent investment strategies are detailed in each fund's
financial reports, which are sent to shareholders twice a year. For a free
SAI or financial report, call your investment professional.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of its total assets, each fund may not
purchase more than 10% of the outstanding voting securities of a single
issuer. This limitation does not apply to investment company securities.
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.
Investment-grade debt securities are medium- and high-quality securities.
Some, however, may possess speculative characteristics and may be more
sensitive to economic changes and to changes to the financial condition of
issuers.
Lower-quality debt securities (sometimes called "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 economic difficulty.
RESTRICTIONS: 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
Investor Service or rated in the equivalent categories by Standard &
Poor's, or is unrated but judged to be of equivalent quality by FMR.
TechnoQuant Growth currently intends to limit its investments in lower than
Baa-quality debt securities to 5% of its assets.
Growth & Income currently intends to limit its investments in lower than
Baa-quality debt securities to less than 35% of its assets.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign debt securities may be unwilling to pay
interest and repay principal when due, and may require that the conditions
for payment be renegotiated. All of these factors can make foreign
investments, especially those in developing countries, more volatile than
U.S. investments.
ASSET-BACKED AND MORTGAGE SECURITIES include interests in pools of
lower-rated debt securities, consumer loans, or mortgages, or complex
instruments such as collateralized mortgage obligations and stripped
mortgage-backed securities. 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.
Some securities may have a structure that makes their reaction to interest
rates and other factors difficult to predict, making their value highly
volatile. These securities may also be subject to prepayment risk.
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.
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 may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include securities of closed-end investment companies
and real estate-related instruments.
CASH MANAGEMENT. A fund may invest in money market securities, in a pooled
account of repurchase agreements, and in a money market fund available only
to funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income while maintaining a stable $1.00 share
price. A major change in interest rates or a default on the money market
fund's investments could cause its share price to change.
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. Economic,
business, or political changes can affect all securities of a similar type.
RESTRICTIONS: With respect to 75% of its total assets,each fund may not
purchase a security if, as a result, more than 5% would be invested in the
securities of 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 or investment company securities.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 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.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
TECHNOQUANT GROWTH seeks capital growth.
GROWTH & INCOME seeks high total return through a combination of current
income and capital appreciation.
With respect to 75% of its total assets, each fund may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any one issuer and may not purchase more than 10% of the outstanding
voting securities of a single issuer.
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 a 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. Each fund also pays OTHER EXPENSES, which
are explained on pages and .
FMR may, from time to time, agree to reimburse each 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. The fee for
each fund is calculated by adding a group fee rate to an individual fee
rate, and multiplying the result by each fund's average net assets.
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. This rate cannot rise above 0.52%, and it drops as
total assets under management increase.
The individual fund fee rates for TechnoQuant Growth and Growth & Income
are 0.30% and 0.20%, respectively.
The following table states the estimated management fee rates for each
fund:
Group Individual Total
Fee Fund Managem
Rate Fee Rate ent
Fee

TechnoQuant Growth 0.30%[ 0.30% 0.60%[A
A] ]

Growth & Income 0.30%[ 0.20% 0.50%[A
A] ]

[A] ESTIMATED
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East 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.
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 Class A, Class T, and Class B shares of each fund.
Fidelity Service Company, Inc . (FSC) calculates the NAV and
dividends for Class A, Class T, and Class B, maintains the general
accounting records and administers the securities lending program for each
fund.
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 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 A of each fund currently pays FDC a
monthly distribution fee at an annual rate of 0.25% of its average net
assets throughout the month. The Class A distribution fee rate may be
increased only when the Trustees believe that it is in the best interest of
a fund's Class A shareholders to do so.
Class T shares of each fund have also adopted a DISTRIBUTION AND SERVICE
PLAN. Under the Plans, Class T of each fund is authorized to pay FDC a
monthly distribution fee as compensation for its services and expenses in
connection with the distribution of Class T shares.
Class T of 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 T of each fund currently pays FDC a
monthly distribution fee at an annual rate of 0.50% of its average net
assets throughout the month. The Class T distribution fee rate may be
increased only when the Trustees believe that it is in the best interest of
a fund's Class T shareholders to do so.
Up to the full amount of the Class A and Class T distribution fees may be
reallowed to investment professionals, as compensation for their services
in connection with the distribution of Class A and Class T shares and for
providing support services to Class A and Class T shareholders, based upon
the level of such services provided. These services may include, without
limitation, answering investor inquiries regarding the funds; providing
assistance to investors in changing dividend options, account designations,
and addresses; performing subaccounting and maintaining Class A and Class T
shareholder accounts; processing purchase and redemption transactions,
including automatic investment and redemption of investor account balances;
providing periodic statements showing an investor's account balance and
integrating other transactions into such statements; and performing other
administrative services in support of the shareholder.
Class B shares of each 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 currently pays FDC monthly at an annual rate of 0.75%
of its average net assets throughout the month.
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 FDC for
expenses incurred in connection with the distribution of the applicable
class's shares, including payments made to investment professionals that
provide shareholder support services or engage in the sale of the 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 a fund to reduce the fund's custodian or
transfer agent fees.
The portfolio turnover rate for TechnoQuant Growth is projected to exceed
200% in the first fiscal period ending November 30, 1997. The portfolio
turnover rate for Growth & Income is not expected to exceed 200% in the
first fiscal period ending November 30, 1997.
These rates will vary from year to year. High turnover rates increase
transaction costs and may increase taxable capital gains. FMR considers
these effects when evaluating the anticipated benefits of short-term
investing.
YOUR ACCOUNT

TYPES OF ACCOUNTS
When you invest through a investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of fund
shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or fees
that may apply. Certain features of the funds, such as minimum initial or
subsequent investment amounts, may be modified.
The different ways to set up (register) your account with Fidelity are
listed below.
The account guidelines that follow may not apply to certain retirement
accounts. If you are investing through a retirement account or if your
employer offers a fund through a retirement program, you may be subject to
additional fees. For more information, please refer to your program
materials, contact your employer or call your retirement benefits number or
your investment professional directly, as appropriate.
If you have selected Fidelity Advisor funds as an investment option through
an insurance company group pension program, please contact the provider
directly.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
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 and
Class T shares of each fund: the offering price and the NAV. If you pay a
front-end sales charge or qualify for a reduction as described on page ,
your Class A or Class T share price will be the offering price. If you
qualify for a front-end sales charge waiver as described on page , your
Class T share price will be the NAV. When you buy Class A or Class T shares
at the offering price, Fidelity deducts the appropriate sales charge and
invests the rest in Class A or Class T of the fund, as appropriate. 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. 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 Fidelity before the close of business on the day you
place your order.
Fidelity must receive payment within three business days after an order for
shares is placed; otherwise your purchase order may be canceled and you
could be held liable for resulting fees and/or losses.
Share certificates are not available for Class A, Class T, 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 regular investment plans** $1,000*
TO ADD TO AN ACCOUNT $250*
For Fidelity Advisor retirement accounts $100
Through regular investment plans** $100*
MINIMUM BALANCE $1,000*
For Fidelity Advisor retirement accounts none
* ACCOUNT MINIMUMS ARE WAIVED FOR PURCHASES INTO CLASS T NON-RETIREMENT
ACCOUNTS WITH DISTRIBUTIONS FROM A FIDELITY DEFINED TRUST ACCOUNT.
** AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $1,000, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS OPENED.
FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
"TRANSACTION SERVICES", PAGE .
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.
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

<TABLE>
<CAPTION>
<S> <C> <C>
PHONE (small solid bullet) Contact your investment professional or, if (small solid bullet) Contact your investment
professional or, if
YOUR INVESTMENT you are investing through a broker-dealer or you are investing through a broker-dealer
PROFESSIONAL insurance representative, call or insurance representative, call
1-800-522-7297. If you are investing 1-800-522-7297. If you are investing
through a bank representative, call through a bank representative, call
1-800-843-3001. 1-800-843-3001.
(small solid bullet) Exchange from the same class of another (small solid bullet) Exchange from the same
class of another
Fidelity Advisor fund or from another Fidelity Advisor fund or from another
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.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
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
your investment
professional for instructions.

</TABLE>

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.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Wire (wire_graphic) (small solid bullet) Not available (small solid bullet) Wire to:
Banker's Trust Co.
Routing # 021001033
Fidelity DART Depository
Account # 00159759
FBO: (Account name)
(Account number)
Specify the complete name of the fund of
your choice, note the applicable class, and
include your account number and
your name.

</TABLE>

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, less any
applicable CDSC. NAV is normally calculated at 4:00 p.m. Eastern time.
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on the
day you place your order.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY ADVISOR RETIREMENT ACCOUNT, your request must
be made in writing, except for exchanges to shares of the same class of
another Fidelity Advisor fund or shares of other Fidelity funds, which can
be requested by phone or in writing.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, please leave at least
$1,000 worth of shares in the account to keep it open (Account minimum
balances do not apply to retirement and Fidelity Defined Trust accounts).
TO SELL SHARES BY BANK WIRE, you will need to sign up for this service in
advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and the fund from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner,
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity Advisor account with a different registration,
(small solid bullet) You wish to set up the bank wire feature,or
(small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) The applicable class name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
and
(small solid bullet) Any other applicable requirements listed in the table
on page .
Deliver your letter to your investment professional, or mail it to the
following address:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
Unless otherwise instructed, Fidelity will send a check to the record
address.

<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 All account types (small solid bullet) You may exchange to the same class of
PROFESSIONAL other Fidelity Advisor funds or to other
Fidelity funds if both accounts are
registered with the same name(s),
address, and taxpayer ID number.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Mail or in Person (mail_graphic)(hand_graphic) Individual, Joint Tenant, Sole Proprietorship, (small solid bullet) The letter
of instruction must be signed by
UGMA, UTMA all persons required to sign for
transactions, exactly as their
names
appear on the account and sent to
your
Retirement account investment professional.
(small solid bullet) The account
owner should complete a
retirement distribution form.
Contact your
investment professional or, if
you
purchased your shares through a
broker-dealer or insurance
representative,
call 1-800-522-7297. If you
purchased your
shares through a bank
representative, call
1-800-843-3001.

Trust (small solid bullet) The trustee
must sign the letter indicating
capacity as trustee. If the
trustee's name is
not in the account registration,
provide a
copy of the trust document
certified within
the last 60 days.

Business or Organization (small solid bullet) At least one
person authorized by
corporate resolution to act on
the account
must sign the letter.

Executor, Administrator, (small solid bullet) For
instructions, contact your
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 Fidelity before 4:00
p.m.
Eastern time for money to be
wired on the
next business day.

</TABLE>

INVESTOR SERVICES
Fidelity Advisor funds provide a variety of services to help you manage
your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after 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 Class A or Class T shares and buy the
same class shares of Fidelity Advisor funds, the same class of shares of
Fidelity Advisor Focus 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; by telephone or in writing. You may
sell your Class B shares and buy Class B shares of other Fidelity Advisor
funds, or Class B shares of Daily Money Fund: U.S. Treasury Portfolio by
telephone or in writing. The shares you exchange will carry credit for any
front-end sales charge you previously paid in connection with their
purchase.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see "Exchange
Restrictions," page .
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM lets you set up periodic
redemptions from your account. Class A and Class T accounts with a value of
$10,000 or more are eligible for this program. Because of Class A and Class
T's front-end sales charge, you may not want to set up a systematic
withdrawal plan during a period when you are buying Class A or Class T
shares on a regular basis.
One easy way to pursue your financial goals is to invest money regularly.
Fidelity Advisor funds offer convenient services that let you transfer
money into your fund account, or between fund accounts, automatically.
While regular investment plans do not guarantee a profit and will not
protect you against loss in a declining market, they can be an excellent
way to invest for retirement, a home, educational expenses, and other
long-term financial goals. Certain restrictions apply for retirement
accounts. Call your investment professional for more information.
REGULAR INVESTMENT PLANS
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY ADVISOR FUND

<TABLE>
<CAPTION>
<S> <C> <C>
MINIMUM MINIMUM
INITIAL ADDITIONAL FREQUENCY SETTING UP OR CHANGING
$1,000 $100 Monthly, bimonthly, (small solid bullet) For a new account, complete the appropriate section on the
quarterly, application.
or semi-annually (small solid bullet) For existing accounts, call your investment professional for an
application.
(small solid bullet) To change the amount or frequency of your investment, contact
your investment professional directly or, if you purchased your
shares through a broker-dealer or insurance representative, call
1-800-522-7297. If you purchased your shares through a bank
representative, call 1-800-843-3001. Call at least 10 business
days prior to your next scheduled investment date (20 business
days if you purchased your shares through a bank).

</TABLE>

TO DIRECT DISTRIBUTIONS FROM A FIDELITY DEFINED TRUST TO CLASS T OF A
FIDELITY ADVISOR FUND

<TABLE>
<CAPTION>
<S> <C> <C>
MINIMUM MINIMUM
INITIAL ADDITIONAL SETTING UP OR CHANGING
Not Not (small solid bullet) For a new or existing account, ask your investment professional
Applicable Ap for the appropriate enrollment form.
plicable (small solid bullet) To change the fund to which your distributions are directed,
contact your investment professional for instructions.

</TABLE>

FIDELITY ADVISOR SYSTEMATIC EXCHANGE PROGRAM
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND OR A FIDELITY ADVISOR FUND
TO ANOTHER FIDELITY ADVISOR FUND

<TABLE>
<CAPTION>
<S> <C> <C>
MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly, quarterly, (small solid bullet) To establish, call your investment professional after both accounts
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 of $1,000.
(small solid bullet) Both accounts must have the same registrations and taxpayer ID
numbers.
(small solid bullet) Call at least 2 business days prior to your next scheduled
exchange date.

</TABLE>

SHAREHOLDER AND ACCOUNT POLICIES

As a % of As an Investment
Offering approxim Profession
Price ate % al
of Net Concession
Amount as % of
Invested Offering
Price

Up to $49,999 5.25% 5.54% 4.75%

$50,000 to $99,999 4.25% 4.44% 3.75%

$100,000 to $249,999 3.25% 3.36% 2.75%

$250,000 to $499,999 2.50% 2.56% 2.00%

$500,000 to $999,999 2.00% 2.04% 1.75%

$1,000,000 or more 1.00% 1.01% 0.75%

SALES CHARGES AND INVESTMENT PROFESSIONAL
CONCESSIONS - CLASS T
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 See
Below

FINDERS FEE. On eligible purchases of 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 amount purchased. Finders fees are not paid to
trust departments.
Any assets on which a finders fee has been paid will bear a contingent
deferred sales charge (Class T CDSC) if they do not remain in Class T
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 T 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 T CDSC shares representing reinvested dividends and capital
gains, if any, will be redeemed first, followed by other Class T 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 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 T CDSC does not apply to
redemptions made for disability, payment of death benefits, or required
partial distributions starting at age 70. Your investment professional
should advise Fidelity at the time your redemption order is placed if you
qualify for a waiver of the Class T CDSC.
CONTINGENT DEFERRED SALES CHARGE. Class B shares may, upon redemption, be
assessed a CDSC based on the following schedules:
From Date of Purchase Contingent
Deferred
Sales Charge

Less than 1 year 5%

1 year to less than 2 years 4%

2 years to less than 3 years 3%

3 years to less than 4 years 3%

4 years to less than 5 years 2%

5 years to less than 6 years 1%

6 years to less than 7 years [A] 0%

[A] AFTER A MAXIMUM HOLDING PERIOD OF SEVE N YEARS, CLASS B SHARES
WILL CONVERT AUTOMATICALLY TO CLASS A SHARES OF THE SAME FIDELITY
ADVISOR FUND. SEE "CONVERSION FEATURE" FOR MORE DETAILS.
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 4 .00% 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. Class
B shares acquired through distributions (dividends or capital gains) will
not be subject to a CDSC. In determining the applicability and rate of any
CDSC at redemption, Class B 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.
CONVERSION FEATURE. After a maximum holding period of s even years
from the initial date of purchase, Class B shares and any capital
appreciation associated with those shares, convert automatically to Class
A shares of the same Fidelity Advisor fund. Conversion to Class
A shares will be made at NAV. At the time of conversion, a portion
of the Class B shares purchased through the reinvestment of dividends or
capital gains (Dividend Shares) will also convert to Class A shares.
The portion of Dividend Shares that will convert is determined by the ratio
of your converting Class B non-Dividend Shares to your total Class B
non-Dividend Shares.
For more information about the CDSC, including the conversion feature and
the permitted circumstances for CDSC waivers, contact your investment
professional.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A,
Class T, 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 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 T or Class B shares will be
reimbursed to you by reinvesting that amount in Class T shares 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 T 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 may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity 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 Fidelity for instructions.
Additional documentation may be required from corporations, associations,
and certain fiduciaries.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV or offering price, as applicable, calculated after your order is
received and accepted. Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
canceled and you could be liable for any losses or fees a fund or Fidelity
has incurred.
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, or automatic investment plans.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV, minus any applicable CDSC, calculated after your order is
received and accepted . Note the following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check have been collected,
which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500 (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 Fidelity, is designed to
offset in part the relatively higher costs of servicing smaller accounts.
The fee will not be deducted from retirement accounts (except non-prototype
retirement accounts), accounts using a systematic investment program,
certain (Network Level I and III) accounts which are maintained through
National Securities Clearing Corporation (NSCC), or if total assets in
Fidelity mutual funds exceed $50,000. Eligibility for the $50,000 waiver is
determined by aggregating Fidelity mutual fund accounts (excluding
contractual plans) maintained (i) by FIIOC and (ii) through NSCC; provided
those accounts are registered under the same primary social security
number.
IF YOUR NON-RETIREMENT ACCOUNT BALANCE FALLS BELOW $1,000, you will be
given 30 days' notice to reestablish the minimum balance. If you do not
increase your balance, Fidelity reserves the right to close your account
and send the proceeds to you. Your shares will be redeemed at the NAV,
minus any applicable CDSC, on the day your account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC will, at its expense, provide promotional incentives such as sales
contests and luxury trips to investment professionals who support the sale
of shares of the funds. In some instances, these incentives will be offered
only to certain types of investment professionals, such as bank-affiliated
or non-bank affiliated broker-dealers, or to investment professionals whose
representatives provide services in connection with the sale or expected
sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging Class A, Class T, or
Class B shares of a fund for the same class of shares of other Fidelity
Advisor funds at NAV; Class A or Class T shares for Initial Class shares of
Daily Money Fund: U.S. Treasury Portfolio or Daily Money Fund: Money Market
Portfolio, or Class A or Class T shares for 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 available for
sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
(small solid bullet) Any exchanges of Class T or Class B shares are not
subject to a CDSC.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.
SALES CHARGE REDUCTIONS AND WAIVERS
The front-end sales charge will be reduced for purchases of Class A and
Class T shares according to the Sales Charge Schedule shown on page .
Please refer to the funds' SAI for more details about each plan or call
your investment professional.
If you purchased your shares through a broker-dealer or insurance
representative, call 1-800-522-7297. If you purchased your shares through a
bank representative, call 1-800-843-3001.
Your purchases and existing balances of Class A, Class T, and Class B
shares may be included in the following programs for purposes of qualifying
for a Class A or Class T front-end sales charge reduction.
QUANTITY DISCOUNTS apply to purchases of Class A or Class T shares of a
single Fidelity Advisor fund or to combined purchases of (i) Class A, Class
T, and Class B shares of any Fidelity Advisor fund, (ii) Class B shares of
Daily Money Fund: U.S. Treasury Portfolio, and (iii) Initial Class 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.
To qualify for a quantity discount, investing in a fund's Class A and Class
T shares for several accounts at the same time will be considered a single
transaction (Combined Purchase), as long as shares are purchased through
one investment professional and the total is at least $50,000.
RIGHTS OF ACCUMULATION let you determine your front-end sales charge on
Class A and Class T shares by adding to your new purchase of Class A and
Class T shares the value of all of the Fidelity Advisor fund Class A, Class
T, and Class B shares held by you, your spouse, and your children under age
21. You can also add the value of Class B shares of Daily Money Fund: U.S.
Treasury Portfolio, as well as Initial Class 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 and Class T shares made during a
13-month period as if the total amount invested during the period had been
invested in a single lump sum. (see Quantity Discounts above.) You must
file your non-binding Letter with Fidelity within 90 days of the start of
your purchases. Your initial investment must be at least 5% of the amount
you plan to invest. Out of the initial investment, Class A or Class T
shares equal to 5% of the dollar amount specified in 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 or Class T shares.
Reinvested income and capital gain distributions do not count toward the
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 or Class T shares
will be redeemed to pay any applicable front-end sales charges.
A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS T 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 Fidelity International Limited or their direct or indirect
subsidiaries (a Fidelity Trustee or employee), the spouse of a Fidelity
Trustee or employee, a Fidelity Trustee or employee acting as custodian for
a minor child, or a person acting as trustee of a trust for the sole
benefit of the minor child of a Fidelity Trustee or employee;
3. Purchased by a charitable organization (as defined for purposes of
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 for
purposes of 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 (Distributions other than those
transferred to an IRA account must be transferred directly into a Fidelity
account.);
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 plan 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 executed 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 T accounts will be required to sign and
comply with a participation agreement. Investors prior to June 30, 1995
that have not signed a participation agreement will be allowed to continue
investing in Class T 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 T load waived, except that employee benefit
plans will be permitted to make additional purchases of Class T 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 Class T 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 T or Class A 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.
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. This Prospectus and the related SAI do not
constitute an offer by the funds or by to sell or to buy shares of the
funds to any person to whom it is unlawful to make such offer.
TechnoQuant is a trademark of FMR Corp.

FIDELITY ADVISOR FUNDS
INSTITUTIONAL CLASS
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
a fund's most recent financial report and portfolio listing or a copy of
the Statement of Additional Information (SAI) dated November 29, 1996. The
SAI has been filed with the Securities and Exchange Commission (SEC) and is
available along with other related materials on the SEC's Internet Web site
(http:/www.sec.gov). The SAI is incorporated herein by reference (legally
forms a part of the prospectus). For a free copy of either document,
contact Fidelity Distributors Corporation (FDC), 82 Devonshire Street,
Boston, MA 02109, or your investment professional.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED BY, ANY
DEPOSITORY INSTITUTION. SHARES ARE NOT
INSURED BY THE FDIC, FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED.

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.
ATGI-pro-1196
FIDELITY ADVISOR TECHNOQUANT(trademark) GROWTH FUND is a growth fund. Using
a computer-aided quantitative approach, it seeks to increase the value of
your investment over the long term by investing mainly in common stocks.
FIDELITY ADVISOR GROWTH & INCOME FUND seeks high total return through a
combination of current income and capital appreciation by investing mainly
in equity securities.
PROSPECTUS
NOVEMBER 29, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
AS REVISED JANUARY 2, 1997
CONTENTS

<TABLE>
<CAPTION>
<S> <C> <C>
KEY FACTS WHO MAY WANT TO INVEST

EXPENSES Institutional Class's yearly operating
expenses.

PERFORMANCE

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

</TABLE>

KEY FACTS

WHO MAY WANT TO INVEST
Institutional Class shares are offered to a ccounts man a ged
(i) by a bank trust department and other trust institutions,
(ii) by a broker-dealer, and (iii) by a r e gistered investment
advisor (RIA) on a discretionary basis (collectively, eligible
i ntermediaries).
Shares are available through eligible intermediaries 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.
For the purpose of exchanging into the funds, eligible
intermediaries with existing Institutional Class accounts will be
required to sign and comply with a participation agreement in order to
purchase additional shares. Investors 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 this 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.
In addition, Institutional Class shares are available through certain
eligible intermediaries that meet qualifications established by FDC but
have not signed a participation agreement.
Each fund is designed for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns.
TechnoQuant(trademark) Growth is designed to provide an alternative to more
traditional styles of investing for growth-oriented investors. The fund
utilizes computer-aided quantitative analysis emphasizing technical
factors, such as historical price and volume relationships.
Growth & Income is designed for those who seek a combination of growth and
income from equity and some bond investments.
The value of each fund's investments and, as applicable, the income it
generates will vary from day to day, generally reflecting 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. Over time,
however, stocks have shown greater growth potential than other types of
securities. The prices of bonds typically move in the opposite direction
from interest rates. Investments in foreign securities may involve risks in
addition to those of U.S. investments, including increased political and
economic risk, as well as exposure to currency fluctuations.
Each fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision. When you sell your fund shares, they may be worth more or less
than what you paid for them.
Each fund is composed of multiple classes of shares. All classes of a fund
have a common investment objective and investment portfolio. Class A and
Class T shares have a front-end sales charge and pay a distribution fee.
Class T shares may be subject to a contingent deferred sales charge (CDSC).
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, Class T, or Class
B shares. You may obtain more information about Class A, Class T, 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 may pay when you buy or
sell Institutional Class shares of a fund. In addition, you may be charged
an annual account maintenance fee if your account balance falls below
$2,500. See "Transaction Details," page , for an explanation of how and
when these charges apply.
Maximum sales charge on purchases and None
reinvested distributions

Maximum deferred sales charge None

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). Each
fund also incurs other expenses for services such as maintaining
shareholder records and furnishing shareholder statements and financial
reports.
Institutional Class's expenses are factored into its share price or
dividends and are not charged directly to shareholder accounts (see
"Breakdown of Expenses" on page ).
The following figures are based on estimated expenses, and are calculated
as a percentage of average net assets of Institutional Class of each fund.
A portion of the brokerage commissions that each fund pays is used to
reduce fund expenses. In addition, each fund has entered into arrangements
with its custodian and transfer agent whereby interest earned on uninvested
cash balances is used to reduce custodian and transfer agent expenses.
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:
Operating Expenses Examples

TECHNOQUANT GROWTH Management fee 0.60% After 1 $ 12
[A] year

12b-1 fee None After 3 $ 37
years

Other expenses 0.56%
[A]

Total operating expenses 1.16%

GROWTH & INCOME Management fee 0.50% After 1 $ 9
[A] year

12b-1 fee None After 3 $ 29
years

Other expenses 0.41%
[A]

Total operating expenses 0.91%

[A] PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR THE 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 Institutional Class shares of each
fund to the extent that total operating expenses for each of TechnoQuant
Growth and Growth & Income as a percentage of its average net assets exceed
1.50% and 1.25%, respectively, effective December 31 , 1996.
Expenses eligible for reimbursement do not include interest, taxes,
brokerage commissions, and extraordinary expenses.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given period,
assuming reinvestment of any dividends and capital gains. A CUMULATIVE
TOTAL RETURN reflects actual performance over a stated period of time. An
AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as
actual year-by-year results.
Average annual total returns covering periods of less than one year assume
that performance will remain constant for the rest of the year.
YIELD refers to the income generated by an investment in a class over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.
In calculating yield, a class 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.
Each class of a fund may quote its adjusted net asset value including all
distributions paid. This value may be averaged over specified periods and
may be used to calculate a class's moving average.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
THE FUNDS IN DETAIL

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Each fund is a diversified fund of
Fidelity Advisor Series I, an open-end management investment company
organized as a Massachusetts business trust on June 24, 1983.
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.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. You are entitled to one
vote for each share you own.
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 their investments and handles
their business affairs. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) in London, England, and Fidelity Management & Research (Far East)
Inc. (FMR Far East) in Tokyo, Japan, assist FMR with foreign investments.
As of October 31, 1996, FMR advised funds having approximately 27 million
shareholder accounts with a total value of more than $415 billion.
Timothy A. Krochuk is manager of Advisor TechnoQuant Growth, which he has
managed since inception. Previously, he was a quantitative analyst. Mr.
Krochuk joined Fidelity in 1992 as a research associate.
Beth Terrana is manager of Advisor Growth & Income, which she has managed
since inception. She also manages another Fidelity fund. Ms. Terrana joined
Fidelity in 1983; she has worked as a portfolio manager since 1985.
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, Inc . (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.
A broker-dealer may use a portion of the commissions paid by the funds to
reduce custodian or transfer agent fees for the 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 and the credit quality of the issuer. 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.
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. Also as a mutual fund, each fund seeks to spread investment risk
by diversifying its holdings among many companies and industries. When you
sell your shares, they may be worth more or less than what you paid for
them.
FMR normally invests each fund's assets according to its investment
strategy. Each fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
TECHNOQUANT GROWTH FUND seeks growth of capital.
The fund invests mainly in common stocks. However, the fund has the
flexibility to invest in other types of equity and debt securities as well.
The fund's security selection process utilizes computer-aided, quantitative
analysis. FMR's computer models use many types of data, but emphasize
technical factors such as historical price and volume relationships.
Fundamental criteria, such as earnings estimates, and dividend yield may
also be considered.
FMR's emphasis on technical analysis can result in the fund holding
different types of stocks at different times. For example, the fund may
hold stocks of companies with large or small market capitalization or high
or low price/earnings ratios. The fund's focus may change rapidly based on
FMR's analysis of the most current information. At times, the fund may be
concentrated in a small number of market sectors or securities.
GROWTH & INCOME seeks high total return through a combination of current
income and capital appreciation.
The fund invests mainly in equity securities. The fund expects to invest
the majority of its assets in domestic and foreign equity securities, with
a focus on those that pay current dividends and show potential earnings
growth. However, the fund may buy debt securities as well as equity
securities that are not currently paying dividends, but offer prospects for
capital appreciation or future income.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the funds' SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Fund holdings and recent investment strategies are detailed in each fund's
financial reports, which are sent to shareholders twice a year. For a free
SAI or financial report, call your investment professional.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of its total assets, each fund may not
purchase more than 10% of the outstanding voting securities of a single
issuer. This limitation does not apply to investment company securities.
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.
Investment-grade debt securities are medium-and high-quality securities.
Some, however, may possess speculative characteristics and may be more
sensitive to economic changes and to changes in the financial condition of
issuers.
Lower-quality debt securities (sometimes called "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 economic difficulty.
RESTRICTIONS: 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
Investor Service or rated in the equivalent categories by Standard &
Poor's, or is unrated but judged to be of equivalent quality by FMR.
TechnoQuant Growth currently intends to limit its investments in lower than
Baa-quality debt securities to 5% of its assets.
Growth & Income currently intends to limit its investments in lower than
Baa-quality debt securities to less than 35% of its assets.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign debt securities may be unwilling to pay
interest and repay principal when due, and may require that the conditions
for payment be renegotiated. All of these factors can make foreign
investments, especially those in developing countries, more volatile than
U.S. investments.
ASSET-BACKED AND MORTGAGE SECURITIES include interests in pools of
lower-rated debt securities, consumer loans, or mortgages, or complex
instruments such as collateralized mortgage obligations and stripped
mortgage-backed securities. 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.
Some securities may have a structure that makes their reaction to interest
rates and other factors difficult to predict, making their value highly
volatile. These securities may also be subject to prepayment risk.
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.
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 may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include securities of closed-end investment companies
and real estate-related instruments.
CASH MANAGEMENT. A fund may invest in money market securities, in a pooled
account of repurchase agreements, and in a money market fund available only
to funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income while maintaining a stable $1.00 share
price. A major change in interest rates or a default on the money market
fund's investments could cause its share price to change.
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. Economic,
business, or political changes can affect all securities of a similar type.
RESTRICTIONS: With respect to 75% of its total assets, each fund may not
purchase a security if, as a result, more than 5% would be invested in the
securities of 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 or investment company securities.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 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.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
TECHNOQUANT GROWTH seeks capital growth.
GROWTH & INCOME seeks high total return through a combination of current
income and capital appreciation.
With respect to 75% of its total assets, each fund may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any one issuer and may not purchase more than 10% of the outstanding
voting securities of a single issuer.
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 a 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. Each fund also pays OTHER EXPENSES, which
are explained on page .
FMR may, from time to time, agree to reimburse each 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. The fee for
each fund is calculated by adding a group fee rate to an individual fee
rate, and multiplying the result by each fund's average net assets.
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. This rate cannot rise above 0.52%, and it drops as
total assets under management increase.
The individual fund fee rates for TechnoQuant Growth and Growth & Income
are 0.30% and 0.20%, respectively.
The following table states the estimated management fee rates for each
fund:
Group Fee Individual Total
Rate Fund Managem
Fee Rate ent
Fee

TechnoQuant Growth 0.30%[ 0.30% 0.60%[A
A] ]

Growth & Income 0.30%[ 0.20% 0.50%[A
A] ]

TYPES OF ACCOUNTS
When you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of fund
shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or fees
that may apply. Certain features of the funds, such as minimum initial or
subsequent investment amounts, may be modified.
The different ways to set up (register) your account with Fidelity are
listed below.
The account guidelines that follow may not apply to certain retirement
accounts. If you are investing through a retirement account or if your
employer offers a fund through a retirement program, you may be subject to
additional fees. For more information, please refer to your program
materials, contact your employer, or call your retirement benefits number
or your investment professional directly, as appropriate.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
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. 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 Fidelity before the close of business on the day you
place your order.
Fidelity must receive payment within three business days after an order for
shares is placed; otherwise your purchase order may be canceled and you
could be held liable for resulting fees and/or losses.
Share certificates are not available for Institutional Class shares.
IF YOU ARE NEW TO THE FIDELITY ADVISOR FUNDS, complete and sign an account
application and mail it along with your check. You may also open your
account by wire as described on page . If there is no account application
accompanying this prospectus, call 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 regular investment plans* $1,000
TO ADD TO AN ACCOUNT $250
For Fidelity Advisor retirement accounts $100
Through regular investment plans* $100
MINIMUM BALANCE $1,000
For Fidelity Advisor retirement accounts NONE
* AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $1,000, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS OPENED.
FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO "
TRANSACTION SERVICES", PAGE .
For further information on opening an account, please consult your
investment professional or refer to the account application.

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TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

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 INVESTMENT Fidelity Advisor fund or from another Fidelity Advisor fund or from another
PROFESSIONAL Fidelity fund account with the same Fidelity fund account with the same
registration, including name, address, registration, including name, address, and
and taxpayer ID number. taxpayer ID number.

Mail (mail_graphic) (small solid bullet) Complete and
sign the account (small solid bullet) Make your check payable to the
complete
application. Make your check payable name of the fund of your choice and note
to the complete name of the fund of the applicable class. Indicate your fund
your choice and note the applicable
class. Mail account number on your check and mail
to the address indicated on the to the address printed on your account
application. statement.
(small solid bullet) Exchange by mail: call
1-800-843-3001 or
your investment professional for
instructions.

</TABLE>

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In Person (hand_graphic) (small solid bullet) Bring your account
application and check (small solid bullet) Bring your check to your investment
to your investment professional. professional.

</TABLE>

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Wire (wire_graphic) (small solid bullet) Call 1-800-843-3001 to
set up your (small solid bullet) Not available for retirement accounts.
account and to arrange a wire transaction. (small solid bullet) Wire to:
Not 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 choice, note the applicable class and your 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 .
NAV is normally calculated at 4:00 p.m. Eastern time.
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on the
day you place your order.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY ADVISOR RETIREMENT ACCOUNT, your request must
be made in writing, except for exchanges to shares of the same class of
another Fidelity Advisor fund or shares of other Fidelity funds, which can
be requested by phone or in writing.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, please leave at least
$1,000 worth of shares in the account to keep it open. (Account minimum
balances 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 Advisor account with a different registration,
(small solid bullet) You wish to set up the bank wire feature, or
(small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) The applicable class name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
and
(small solid bullet) Any other applicable requirements listed in the table
on page .
Deliver your letter to your investment professional, or mail it to the
following address:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
Unless otherwise instructed, Fidelity will send a check to the record
address.

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ACCOUNT TYPE SPECIAL REQUIREMENTS

PHONE All account types except
retirement (small solid bullet) Maximum check request: $100,000.
1-800-843-3001 OR YOUR INVESTMENT All account types (small solid bullet) You may exchange to the same class of
PROFESSIONAL other Fidelity Advisor funds or to other
Fidelity funds if both accounts are
registered with the same name(s),
address, and taxpayer ID number.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Mail or in Person
(mail_graphic)
(hand_graphic) Individual, Joint Tenant, (small solid bullet) The letter of instruction must be signed
Sole Proprietorship, UGMA, UTMA by all persons required to sign for
transactions, exactly as their names
appear on the account.
Retirement account (small solid bullet) The account owner should complete a
retirement distribution form. Call
1-800-843-3001 or your investment
professional to request one.

Trust (small solid bullet) The trustee must sign the letter indicating
capacity as trustee. If the trustee's name
is not in the account registration, provide a
copy of the trust document certified within
the last 60 days.

Business or Organization (small solid bullet) At least one person authorized by
corporate resolution to act on the
account must sign the letter.

Executor, Administrator, (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 Fidelity before 4:00 p.m.
Eastern time for money to be wired on
the next business day.

</TABLE>

INVESTOR SERVICES
Fidelity Advisor funds provide a variety of services to help you manage
your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after 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. Accounts with a 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

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MINIMUM MINIMUM
INITIAL ADDITIONAL FREQUENCY SETTING UP OR CHANGING
$1,000 $100 Monthly, bimonthly, (small solid bullet) For a new account, complete the appropriate section on the
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>

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. Capital gains, if any, from TechnoQuant Growth
and Growth & Income are distributed in December. Each fund may pay
additional capital gains after the close of its fiscal year. Normally,
dividends for TechnoQuant Growth are distributed in December; dividends for
Growth & Income are distributed in March, June, September, and December.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. The funds offer four options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the same class of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund, but you will be sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS(registered trademark) PROGRAM. Your dividend
distributions will be automatically invested in the same class of shares of
anoth er identically registered Fidelity Advisor fund. You will be sent a
check for your capital gain distributions or your capital gain
distributions will automatically be reinvested in additional shares of the
same class of the fund.
If you select distribution option 2, 3, or 4 and the U.S. Postal
Service cannot deliver your checks, or if your checks remain uncashed for
six months, those checks will be reinvested in your account at the current
NAV and your election may be converted to the Reinvestment Option. To
change your distribution option, call your investment professional directly
or call 1-800-843-3001.
For retirement accounts, all distributions are automatically reinvested.
When you are over 59 1/2 years old, you can receive distributions in cash.
When a class deducts a distribution from its NAV, the reinvestment price is
the class's NAV at the close of business that day. Distribution checks will
be mailed within seven days.
TAXES
As with any investment, you should consider how your investment in a fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your 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.
For federal tax purposes, each fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains.
Every January, Fidelity will send you and the IRS a statement showing the
taxable distributions paid to you in the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges - are subject
to capital gains tax. A capital gain or loss is the difference between the
cost of your shares and the price you receive when you sell them.
Whenever you sell shares of a fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price.
You will also receive a consolidated transaction statement at least
quarterly. However, it is up to you or your tax preparer to determine
whether this sale resulted in a capital gain and, if so, the amount of tax
to be paid. BE SURE TO KEEP YOUR REGULAR ACCOUNT STATEMENTS; the
information they contain will be essential in calculating the amount of
your capital gains.
"BUYING A DIVIDEND." If you buy shares when a class has realized but not
yet distributed income or capital gains, you will pay the full price for
the shares and then receive a portion of the price back in the form of a
taxable distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on each 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 fund, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. FSC normally calculates each class's NAV 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.
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 may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity 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 Fidelity for instructions.
Additional documentation may be required from corporations, associations,
and certain fiduciaries.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV calculated after your order is received and accepted . Note
the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
canceled and you could be liable for any losses or fees a fund or Fidelity
has incurred.
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, or automatic investment plans.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted . Note
the following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check have been collected,
which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. Accounts opened after September
30 will not be subject to the fee for that year. The fee, which is payable
to Fidelity, is designed to offset in part the relatively higher costs of
servicing smaller accounts. The fee will not be deducted from retirement
accounts (except non-prototype retirement accounts), accounts using a
systematic investment program, certain (Network Level I and III) accounts
which are maintained through National Securities Clearing Corporation
(NSCC), or if total assets in Fidelity mutual funds exceed $50,000.
Eligibility for the $50,000 waiver is determined by aggregating Fidelity
mutual fund accounts (excluding contractual plans) maintained (i) by FIIOC
and (ii) through NSCC; provided those accounts are registered under the
same primary social security number.
IF YOUR NON-RETIREMENT ACCOUNT BALANCE FALLS BELOW $1,000, you will be
given 30 days' notice to reestablish the minimum balance. If you do not
increase your balance, Fidelity reserves the right to close your account
and send the proceeds to you. Your shares will be redeemed at the NAV on
the day your account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC will, at its expense, provide promotional incentives such as sales
contests and luxury trips to investment professionals who support the sale
of shares of the funds. In some instances, these incentives will be offered
only to certain types of investment professionals, such as bank-affiliated
or non-bank affiliated broker-dealers, or to investment professionals whose
representatives provide services in connection with the sale or expected
sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging your Institutional
Class shares for Institutional Class shares of other Fidelity Advisor funds
or for shares of other Fidelity funds. However, you should note the
following:
(small solid bullet) The fund you are exchanging into must be available for
sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage difference between that fund's sales charge and any
sales charge you may have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of 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.
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.

TechnoQuant is a trademark of FMR Corp.

FIDELITY ADVISOR TECHNOQUANT(trademark) GROWTH FUND AND
FIDELITY ADVISOR GROWTH & INCOME FUND
CLASS A, CLASS T, CLASS B, AND INSTITUTIONAL CLASS
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 29, 1996 AS REVISED JANUARY 2, 1997
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectus (dated
November 29, 1996) for Class A, Class T, and Class B shares, and (dated
November 29, 1996) for Institutional Class shares. Please retain this
document for future reference. To obtain an additional copy of this SAI or
a Prospectus, please call Fidelity Distributors Corporation, 82 Devonshire
Street, Boston, Massachusetts 02109 or your investment professional.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation

Performance

Additional Purchase, Exchange, and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contracts

Contracts with FMR Affiliates

Distribution and Service Plans

Description of the Trust

Appendix

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Investments Institutional Operations Company , Inc. (FIIOC)
ATG/ATGI-ptb-1196
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in a
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 by a "majority of the outstanding voting securities" (as
defined in the Investment Company Act of 1940 (1940 Act)) of a fund.
However, except for the fundamental investment limitations listed below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval.
TECHNOQUANT GROWTH FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (a) more than 5% of the fund's
total assets would be invested in the securities of that issuer, or (b) the
fund would hold more than 10% of the outstanding voting securities of that
issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 (i) to securities received as dividends, through
offers of exchange, or as a result of a reorganization, consolidation, or
merger, or (ii) to securities of other open-end investment companies
managed by FMR or a successor or affiliate purchased pursuant to an
exemptive order granted by the SEC.
(viii) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company managed
by Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
GROWTH & INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (a) more than 5% of the fund's
total assets would be invested in the securities of that issuer, or (b) the
fund would hold more than 10% of the outstanding voting securities of that
issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
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 (i) to securities received as dividends, through
offers of exchange, or as a result of a reorganization, consolidation, or
merger, or (ii) to securities of other open-end investment companies
managed by FMR or a successor or affiliate purchased pursuant to an
exemptive order granted by the SEC.
(viii) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company managed
by Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
THE FOLLOWING PAGES CONTAIN MORE DETAILED INFORMATION ABOUT TYPES OF
INSTRUMENTS IN WHICH A FUND MAY INVEST, STRATEGIES FMR MAY EMPLOY IN
PURSUIT OF A FUND'S INVESTMENT OBJECTIVE, AND A SUMMARY OF RELATED RISKS.
FMR MAY NOT BUY ALL OF THESE INSTRUMENTS OR USE ALL OF THESE TECHNIQUES
UNLESS IT BELIEVES THAT DOING SO WILL HELP THE FUND ACHIEVE ITS GOAL.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the 1940 Act. These transactions may include
repurchase agreements with custodian banks; short-term obligations of, and
repurchase agreements with, the 50 largest U.S. banks (measured by
deposits); municipal securities; U.S. Government securities with affiliated
financial institutions that are primary dealers in these securities;
short-term currency transactions; and short-term borrowings. In accordance
with exemptive orders issued by the Securities and Exchange Commission
(SEC), the Board of Trustees has established and periodically reviews
procedures applicable to transactions involving affiliated financial
institutions.
ASSET-BACKED SECURITIES 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. Each 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.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar.
Foreign investments involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the
interests of U.S. investors. Such actions may include the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
is no assurance that FMR will be able to anticipate these potential events
or counter their effects. These risks are magnified for investments in
developing countries, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade
a small number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. Foreign
markets may offer less protection to investors than U.S. markets. It is
anticipated that in most cases the best available market for foreign
securities will be on an exchange or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may result in increased risk in the
event of a failed trade or the insolvency of a foreign broker-dealer, and
may involve substantial delays. In addition, the costs of foreign
investing, including withholding taxes, brokerage commissions and custodial
costs, are generally higher than for U.S. investors. In general, there is
less overall governmental supervision and regulation of securities
exchanges, brokers, and listed companies than in the United States. It may
also be difficult to enforce legal rights in foreign countries. Foreign
issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to
those applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depositary Receipts (ADRs) as well as other "hybrid" forms of
ADRs, including European Depositary Receipts (EDRs) and Global Depositary
Receipts (GDRs), are certificates evidencing ownership of shares of a
foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are an alternative to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FOREIGN CURRENCY TRANSACTIONS. The funds 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. The funds 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.
Each 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 each fund. The funds 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." Each 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.
Each 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
Deutsche Marks 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.
Each 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, the 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 the 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 the 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. The funds 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 the 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, the 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, the 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.
FUND'S RIGHTS AS A SHAREHOLDER. Each fund does not intend to direct or
administer the day-to-day operations of any company. Each 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 each 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 sections pertain to futures and options:
Asset Coverage for Futures and Options Positions, Combined Positions,
Correlation of Price Changes, Futures Contracts, Futures Margin Payments,
Limitations on Futures and Options Transactions, Liquidity of Options and
Futures Contracts, Options and Futures Relating to Foreign Currencies, OTC
Options, Purchasing Put and Call Options, and Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The funds will comply
with guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and,
if the guidelines so require, will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of 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. The funds may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which they typically
invest, 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 the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's 500 Index (S&P
500(registered trademark)). Futures can be held until their delivery dates,
or can be closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund intends to file
a notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets, before engaging in any purchases or sales of futures
contracts or options on futures contracts. The funds intend to comply with
Rule 4.5 under the Commodity Exchange Act, which limits the extent to which
the funds 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 the funds' investments in futures contracts and
options, and the funds' 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, the
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. The
funds may purchase and sell currency futures and may purchase and write
currency options to increase or decrease their 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 (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows a
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
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, the 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 the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates 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 the funds to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, 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% of its net
assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES. Each 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 AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, each fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Interfund
loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A fund
will lend through the program only when the returns are higher than those
available from an investment in repurchase agreements, and 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.
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.
Each fund will set aside appropriate liquid assets in a segregated
custodial account to cover its potential obligations under standby
financing commitments.
Each fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see limitations (1) and (5)
for each fund). For purposes of these limitations, each fund generally will
treat the borrower as the "issuer" of indebtedness held by the fund. In the
case of loan participations where a bank or other lending institution
serves as financial intermediary between 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.
MORTGAGE-BACKED SECURITIES. The funds may purchase mortgage-backed
securities issued by government and non-government entities such as banks,
mortgage lenders, or other financial institutions. A mortgage-backed
security is an obligation of the issuer backed by a mortgage or pool of
mortgages or a direct interest in an underlying pool of mortgages. Some
mortgage-backed securities, such as collateralized mortgage obligations or
CMOs, make payments of both principal and interest at a variety of
intervals; others make semiannual interest payments at a predetermined rate
and repay principal at maturity (like a typical bond). Mortgage-backed
securities are based on different types of mortgages including those on
commercial real estate or residential properties. Other types of
mortgage-backed securities will likely be developed in the future, and the
funds may invest in them if FMR determines they are consistent with a
fund's investment objective and policies.
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.
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 the fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the 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 the 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. Each 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 those sold short (or securities
convertible or exchangeable into such securities) and will be required to
hold them aside while the short sale is outstanding. A fund will incur
transaction costs, including interest expenses, in connection with opening,
maintaining, and closing short sales.
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 the 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
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a fund's investments and its share price and yield.
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 the 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. Each 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.
Each 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.
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 arrangements for payment of fund
expenses. Generally, commissions for investments traded on foreign
exchanges will be higher than for investments traded on U.S. exchanges and
may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). The
selection of such broker-dealers generally is made by FMR (to the extent
possible consistent with execution considerations) in accordance with a
ranking of broker-dealers determined periodically by FMR's investment staff
based upon the quality of research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with FBSI and Fidelity Brokerage
Services (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 to an
unlimited liability company and assumed the name FBS. 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 each fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized 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.
TechnoQuant Growth's annualized turnover rate for its first fiscal period
is expected to exceed 200%. Growth & Income's annualized turnover rate for
its first fiscal period is not expected to exceed 200%. 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.
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 Co mpany, Inc. (FSC) normally determines each
class's net asset value per share (NAV) as of the close of the 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.
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.
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. Each class's share price, yield, and
total return fluctuate in response to market conditions and other factors,
and the value of shares when redeemed may be more or less than their
original cost.
YIELD CALCULATIONS. Yields for a class are computed by dividing the
class's pro rata share of the applicable interest and dividend income, if
any, for a given 30-day or one-month period, net of expenses, by the
average number of shares of that class entitled to receive distributions
during the period, dividing this figure by the class's NAV or offering
price, 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.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a class's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in a class's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment in
the class over a stated period, and then calculating the annually
compounded percentage rate that would have produced the same result if the
rate of growth or decline in value had been constant over the period. For
example, a cumulative total return of 100% over 10 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 10 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 of the class.
In addition to average annual total returns, a class may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking a
class's maximum sales charge into account. Excluding a sales charge from a
total return calculation produces a higher total return figure. Total
returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using a class's NAVs, adjusted NAVs, and
benchmark indices may be used to exhibit performance. An adjusted NAV
includes any distributions paid by a fund and reflects all elements of its
return. Unless otherwise indicated, a class's adjusted NAVs are not
adjusted for sales charges, if any.
MOVING AVERAGES. A fund may illustrate performance using moving averages. A
long-term moving average is the average of each week's adjusted closing NAV
for a specified period. A short-term moving average is the average of each
day's adjusted closing NAV for a specified period. Moving Average Activity
Indicators combine adjusted closing NAVs from the last business day of each
week with moving averages for a specified period to produce indicators
showing when an NAV has crossed, stayed above, or stayed below its moving
average.
HISTORICAL FUND RESULTS. Each class of each fund may compare its
performance to the record of the S&P 500, the Dow Jones Industrial Average
(DJIA), and the cost of living, as measured by the Consumer Price Index
(CPI), over the same period. The S&P 500 and the DJIA comparisons would
show how each class's total return compared to the record of a broad
unmanaged index of common stock and a narrower set of stocks of major
industrial companies, respectively. 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 indexes. The S&P 500 and DJIA
returns are based on the prices of unmanaged groups of stocks and, unlike
each class's returns, do not include the effect of brokerage commissions
and other costs of investing.
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. Generally, Lipper rankings are based on total return, assume
reinvestment of distributions, do not take sales charges or redemption fees
into consideration, and are prepared without regard to tax consequences. 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, a class's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, a fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
A class's performance may also be compared to that of a benchmark index
representing the universe of securities in which the fund may invest. The
total return of a benchmark index reflects reinvestment of all dividends
and capital gains paid by securities included in the index. Unlike a
class's returns, however, the index returns do not reflect brokerage
commissions, transaction fees, or other costs of investing directly in the
securities included in the index.
Each of TechnoQuant Growth and Growth & Income may compare its performance
to that of the Standard & Poor's 500 Index, a widely recognized unmanaged
index of common stocks.
A class may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term Government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the classes.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
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.
A fund may present its fund number, Quotron(trademark) 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's
historical share price fluctuations or total returns to those of a
benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, a fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate a class's price movements over specific
periods of time. Each point on the momentum indicator represents the
class's percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in a class at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
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 10 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 10 years, assuming tax was deducted at a
31% rate from the tax-deferred earnings at the end of the 10 year period.
As of October 31, 1996, FMR advised over $28 billion in tax-free fund
assets, $93 billion in money market fund assets, $289 billion in equity
fund assets, $59 billion in international fund assets, and $24 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.
ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION
CLASS T SHARES ONLY
Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to waive
Class T's maximum 3.50% front-end sales charge in connection with a fund's
merger with or acquisition of any investment company or trust. In addition,
FDC has chosen to waive Class T's front-end sales charge in certain
instances because of efficiencies involved in those sales of shares. The
sales charge will not apply:
1. to shares purchased 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 FIL or their direct or indirect
subsidiaries (a Fidelity Trustee or employee), the spouse of a Fidelity
Trustee or employee, a Fidelity Trustee or employee acting as custodian for
a minor child, or a person acting as trustee of a trust for the sole
benefit of the minor child of a Fidelity Trustee or employee;
3. to shares purchased by a charitable organization (as defined for
purposes of Section 501(c)(3) of the Internal Revenue Code) investing
$100,000 or more;
4. to shares purchased for a charitable remainder trust or life income pool
established for the benefit of a charitable organization (as defined for
purposes of Section 501(c)(3) of the Internal Revenue Code);
5. to shares in a Fidelity or Fidelity Advisor account purchased (including
purchases by exchange) 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), or used to fund
annuity contracts purchased by employee benefit plans having the aggregate
at least $3 million in plan assets invested in Fidelity funds
(Distributions other than those transferred to an IRA account must be
transferred directly into a Fidelity account);
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 T 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 T 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 T load waived, except that
employee benefit plans will be permitted to make additional purchases of
Class T shares load waived.
For the purposes of qualifying for waiver (11), employee benefit plans
subscribing to the Premiere Retirement Savings Plan Program offered by
National Financial Correspondent Services may be aggregated.
A sales load waiver form must accompany these transactions.
FINDERS FEE. On eligible purchases of Class T 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 T
CDSC) if they do not remain in Class T 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 T
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 T CDSC shares representing
reinvested dividends or capital gains, if any, will be redeemed first,
followed by other Class T CDSC shares that have been held for the longest
period of time.
With respect to employee benefit plans, the 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 T CDSC does not apply to
redemptions made for disability, payment of death benefits, or required
partial distributions starting at age 70 1/2.
CLASS 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 , CLASS T, AND CLASS B SHARES ONLY
QUANTITY DISCOUNTS. To obtain a reduction of the front-end sales charge on
Class A or Class T shares, you or your investment professional must notify
the transfer agent at the time of purchase whenever a quantity discount is
applicable to your purchase. Upon such notification, you will receive the
lowest applicable front-end sales charge.
For purposes of qualifying for a reduction in front-end sales charges under
the Combined Purchase, Rights of Accumulation or Letter of Intent programs,
the following may qualify as an individual or a "company" as defined in
Section 2(a)(8) of the 1940 Act: an individual, spouse, and their children
under age 21 purchasing for his, her, or their own account; a trustee,
administrator or other fiduciary purchasing for a single trust estate or a
single fiduciary account or for a single or a parent-subsidiary group of
"employee benefits plans" (as defined in Section 3(3) of ERISA); and
tax-exempt organizations as defined under Section 501(c)(3) of the Internal
Revenue Code.
RIGHTS OF ACCUMULATION permit reduced front-end sales charges on any future
purchases of Class A or Class T shares after you have reached a new
breakpoint in a fund's sales charge schedule. The value of currently held
(i) Fidelity Advisor fund Class A, Class T, and Class B shares, (ii) Class
B shares of Daily Money Fund: U.S. Treasury Portfolio, and (iii) Initial
Class 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,
is determined at the current day's NAV at the close of business, and is
added to the amount of your new purchase valued at the current offering
price to determine your reduced front-end sales charge.
LETTER OF INTENT. You may obtain Class A or Class T shares at the same
reduced front-end sales charge by filing a non-binding Letter of Intent
(the Letter) within 90 days of the start of Class A or Class T purchases.
Each Class A or Class T investment you make after signing the Letter will
be entitled to the front-end sales charge applicable to the total
investment indicated in the Letter. For example, a $2,500 purchase of Class
A or Class T shares toward a $50,000 Letter would receive the same reduced
sales charge as if the $50,000 had been invested at one time. To ensure
that the reduced front-end sales charge will be received on future
purchases, you or your investment professional must inform the Transfer
Agent that the Letter is in effect each time Class A or Class T shares are
purchased. Reinvested income and capital gain distributions do not count
toward the completion of the Letter.
Your initial investment must be at least 5% of the total amount you plan to
invest. Out of the initial purchase, Class A or Class T shares equal to 5%
of the dollar amount specified in the Letter will be registered in your
name and held in escrow. The Class A or Class T shares held in escrow
cannot be redeemed or exchanged until the Letter is satisfied or the
additional sales charges have been paid. You will earn income dividends and
capital gain distributions on escrowed Class A or Class T shares. The
escrow will be released when your purchase of the total amount has been
completed. You are not obligated to complete the Letter.
If you purchase more than the amount specified in the Letter and qualify
for a future front-end sales charge reduction, the front-end sales charge
will be adjusted to reflect your total purchase at the end of 13 months.
Surplus funds will be applied to the purchase of additional Class A or
Class T shares at the then current offering price applicable to the total
purchase.
If you do not complete your purchase under the Letter within the 13-month
period, 30 days' written notice will be provided for you to pay the
increased front-end sales charges due. Otherwise, sufficient escrowed Class
A or Class T shares will be redeemed to pay such charges.
CLASS A, CLASS T, CLASS B, AND INSTITUTIONAL CLASS SHARES
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM. You can make regular
investments in Class A, Class T, Class B or Institutional Class 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.
You may cancel your participation in the Systematic Investment Program at
any time without payment of a cancellation fee. You will receive a
confirmation from the transfer agent for every transaction, and a debit
entry will appear on your bank statement.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM. If you own Class A, Class
T, or Institutional Class shares worth $10,000 or more, you can have
monthly, quarterly or 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, Class T, or
Institutional Class share redemptions. If Systematic Withdrawal Plan
redemptions exceed income dividends earned on your shares, your account
eventually may be exhausted.
Each fund is open for business and the NAV and, where applicable, the
offering price, for each class is calculated each day the 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, the 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 class's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide 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 a
fund that invests significantly in foreign securities, corporate
shareholders should not expect fund dividends to qualify for the
dividends-received deduction. Because each fund 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 fund that qualifies for the deduction generally will be less than 100%.
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. Short-term capital gains are distributed as dividend income.
Each fund will send each shareholder a notice in January describing the tax
status of dividends and capital gain distributions, for the prior year.
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.
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 intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held 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 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.
Each fund is treated as a separate entity from the other funds of Fidelity
Advisor Series I 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 be subject to
state and local personal property taxes. Investors should consult their tax
advisers to determine whether a fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by 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, Members of the Advisory Board, and executive officers of the
trust are listed below. Except as indicated, each individual has held the
office shown or other offices in the same company for the last five years.
All persons named as Trustees and Members of the Advisory Board also serve
in similar capacities for other funds advised by FMR. The business address
of each Trustee 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
and Members of the Advisory Board is Fidelity Investments, P.O. Box 9235,
Boston, Massachusetts 02205-9235. Those Trustees who are "interested
persons" by virtue of their affiliation with either the trust or FMR are
indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (66), 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 (55), 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 (64), Trustee (1991), is a management consultant (1994). Prior
to February 1994, he was President of Greenhill Petroleum Corporation
(petroleum exploration and production). Until March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Sanifill Corporation
(non-hazardous waste, 1993), CH2M Hill Companies (engineering), Rio Grande,
Inc. (oil and gas production), and Daniel Industries (petroleum measurement
equipment manufacturer). In addition, he is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (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), 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 (72), Trustee and Chairman of the non-interested Trustees,
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 a Director of
Mechanics Bank (1971-1995).
E. BRADLEY JONES (68), Trustee. Prior to his retirement in 1984, Mr. Jones
was Chairman and Chief Executive Officer of LTV Steel Company. He is a
Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products), and
he previously served as a Director of NACCO Industries, Inc. (mining and
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 a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Chairman of the Board of Directors of the National
Arts Stabilization Fund, Chairman of the Board of Trustees of the
Greenwich Hospital Association, a Member of the Public Oversight Board of
the American Institute of Certified Public Accountants' SEC Practice
Section (1995), and as a Public Governor of the National Association of
Securities Dealers, Inc. (1996).
*PETER S. LYNCH (53), Trustee, is Vice Chairman and Director of FMR (1992).
Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). 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.
GERALD C. McDONOUGH (67), Trustee and Vice-Chairman of the non-interested
Trustees, 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 Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration),
Commercial Intertech Corp. (hydraulic systems, building systems, and metal
products, 1992), CUNO, Inc. (liquid and gas filtration products, 1996), and
Associated Estates Realty Corporation (a real estate investment trust,
1993). Mr. McDonough served as a Director of ACME-Cleveland Corp. (metal
working, telecommunications, and electronic products) from 1987-1996.
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 (63), 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.
WILLIAM O. McCOY (62), Member of the Advisory Board (1996), is the Vice
President of Finance for the University of North Carolina (16-school
system, 1995). Prior to his retirement in December 1994, Mr. McCoy was Vice
Chairman of the Board of BellSouth Corporation (telecommunications) and
President of BellSouth Enterprises. He is currently a Director of Liberty
Corporation (holding company), Weeks Corporation of Atlanta (real estate,
1994), and Carolina Power and Light Company (electric utility, 1996).
Previously, he was a Director of First American Corporation (bank holding
company, 1979-1996). In addition, Mr. McCoy serves as a member of the Board
of Visitors for the University of North Carolina at Chapel Hill (1994) and
for the Kenan Flager Business School (University of North Carolina at
Chapel Hill).
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 (62), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
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 (49), 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).
ROBERT H. MORRISON (56), Manager of Security Transactions of Fidelity's
equity funds is Vice President of FMR.
JOHN H. COSTELLO (50), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (50), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994) and Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993).
The following table sets forth information describing the compensation of
each current Trustee or Member of the Advisory Board of each fund for his
or her services as trustee for the fiscal year ended November 30, 1996.
COMPENSATION TABLE
Aggregate Compensation+

<TABLE>
<CAPTION>
<S> <C> <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 William
Burkhead** F. Cox Burke J. Flynn Johnson Bradley J. Kirk Lynch** McDonough H. L. Mann R. O.
Davis 3d** Jones Malone Williams McCoy

TechnoQuant
Growth+ $ 0 $ 16 $ 16 $ 21 $ 0 $ 16 $ 16 $ 0 $ 16 $ 16 $ 16 $ 16 $ 16

Growth &
Income+ 0 70 70 90 0 70 70 0 70 70 $ 70 70 70

</TABLE>

<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** $ 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** 0 0 0

E. Bradley Jones 5,200 49,400 128,000

Donald J. Kirk 5,200 52,000 129,500

Peter S. Lynch** 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

William O. McCoy N/A N/A 0

</TABLE>

* Information is as of December 31, 1995 for 219 funds in the complex.
** Interested Trustees of the fund are compensated by FMR.
+ Estimated
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 adopted in July 1988 and modified in November
1995, each non-interested Trustee may receive payments from a Fidelity fund
during his or her lifetime based on his or her basic trustee fees and
length of service. The obligation of a fund to make such payments is
neither secured nor funded. A Trustee becomes eligible to participate in
the program at the end of the calendar year in which he or she reaches age
72, provided that, at the time of retirement, he or she has served as a
Fidelity fund Trustee 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.
Upon each fund's commencement of operations, it is expected that FMR will
own the majority of the outstanding shares of TechnoQuant Growth and Growth
& Income.
On November 29, 1996, the Trustees, Members of the Advisory Board, and
officers of TechnoQuant Growth and Growth & Income owned, in the aggregate,
less than 1% of each fund's outstanding shares.
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
FIIOC and FSC, each fund pays all of its expenses, without limitation, that
are not assumed by those parties. Each fund pays for the typesetting,
printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor and non-interested
Trustees. Although each fund's current management contract provides that
each fund will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices and reports to shareholders,
the trust, on behalf of each fund, has entered into a revised transfer
agent agreement, pursuant to which the transfer agent bears the costs of
providing these services to existing shareholders. Other expenses paid by
each fund include interest, taxes, brokerage commissions, each fund's
proportionate share of insurance premiums and Investment Company Institute
dues, and the costs of registering shares under federal and state
securities laws. Each fund is also liable for such non-recurring expenses
as may arise, including costs of any litigation to which the fund may be a
party, and any obligation it may have to indemnify its officers and
Trustees with respect to litigation.
FMR is manager of TechnoQuant Growth and Growth & Income pursuant to
management contracts dated December 1, 1996 which were approved by FMR as
the then sole shareholder on December 23, 1996.
For the services of FMR under each contract, each fund pays FMR a monthly
management fee composed of the sum of two elements: a group fee rate and an
individual fund fee rate.
The group fee rate is based on the 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 $435 billion of group net assets
- - the approximate level for October, 1996 - was .3037%, which is the
weighted average of the respective fee rates for each level of group net
assets up to $435 billion.
The following fee schedule is the current fee schedule for each fund.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual Fee
Assets Rate Assets Rate

0 - $3 billion .5200% $ 0.5 billion .5200%

3 - 6 .4900 25 .4238

6 - 9 .4600 50 .3823

9 - 12 .4300 75 .3626

12 - 15 .4000 100 .3512

15 - 18 .3850 125 .3430

18 - 21 .3700 150 .3371

21 - 24 .3600 175 .3325

24 - 30 .3500 200 .3284

30 - 36 .3450 225 .3249

36 - 42 .3400 250 .3219

42 - 48 .3350 275 .3190

48 - 66 .3250 300 .3163

66 - 84 .3200 325 .3137

84 - 102 .3150 350 .3113

102 - 138 .3100 375 .3090

138 - 174 .3050 400 .3067

174 - 210 .3000 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 .2942

390 - 426 .2700

426 - 462 .2650

462 - 498 .2600

498 - 534 .2550

Over 534 .2500

The individual fund fee rates for each fund are set forth in the following
chart. Based on the average group net assets of the funds advised by FMR
for October, 1996, the annual management fee rate would be calculated as
follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Group Fee Rate Individual Fund Fee Rate Management
Fee Rate

TechnoQuant Growth .3037% + .30% = .6037%

Growth & Income .3037% + .20% = .5037%

</TABLE>

One-twelfth (1/12) of this annual management fee rate is applied to each
fund's net assets averaged for the most recent month, giving a dollar
amount, which is the fee for that month.
FMR may, from time to time, voluntarily reimburse all or a portion of a
class's operating expenses (exclusive of interest, taxes, brokerage
commissions, extraordinary expenses, and 12b-1 fees). FMR retains the
ability to be repaid for these expense reimbursements in the amount that
expenses fall below the limit prior to the end of the fiscal year. Expense
reimbursements by FMR will increase a class's total returns and yield and
repayment of the reimbursement by a 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 each fund, FMR has entered into sub-advisory
agreements with FMR U.K. and FMR Far East. Pursuant to the sub-advisory
agreements, FMR may receive investment advice and research services outside
the United States from the sub-advisers.
On behalf of each fund, FMR may also grant the sub-advisers investment
management authority as well as the authority to buy and sell securities if
FMR believes it would be beneficial to the funds.
Currently, FMR U.K. and FMR Far East each 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.
Under the sub-advisory agreements, FMR pays the fees of FMR U.K. and FMR
Far East. For providing non-discretionary investment advice and research
services, FMR pays FMR U.K. and FMR Far East fees equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far East's costs incurred in connection
with providing investment advice and research services.
For providing discretionary investment management and executing portfolio
transactions, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
monthly management fee rate (including any performance adjustment) with
respect to each fund's average net assets managed by the sub-adviser on a
discretionary basis.
CONTRACTS WITH FMR AFFILIATES
FIIOC, an affiliate of FMR, is transfer, dividend disbursing, and
shareholder servicing agent for Class A, Class T, Class B, and
Institutional Class shares of each fund. Under these arrangements, FIIOC
receives an annual account fee and an asset-based fee each based on account
size and fund type for each retail account and certain institutional
accounts. With respect to certain institutional retirement accounts, FIIOC
receives an annual account fee and an asset-based fee based on account type
or fund type. These annual account fees are subject to increase based on
postal rate changes. The asset-based fees of the funds are subject to
adjustment if the year-to-date total return of the S&P 500 exceeds 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,
FIIOC pays 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 T, Class B, and Institutional Class
shares of each fund, maintains each fund's accounting records, and
administers each fund's securities lending program. The annual fee rates
for these pricing and bookkeeping services are based on each fund's average
net assets, specifically, 0.06% of the first $500 million of average net
assets and 0.03% of 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.
FSC also receives fees for administering each fund's securities lending
program. Securities lending fees are based on the number and duration of
individual securities loans.
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 FMR.
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 T, 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 fund. Pursuant to 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 fund. 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. 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. Currently, the Trustees have
approved a distribution fee for Class A at an annual rate of 0.25% for each
fund, a distribution fee for Class T at an annual rate of 0.50% for each
fund, and a distribution fee for Class B at an annual rate of 0.75% for
each fund. 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 maintenance of shareholder accounts.
Under each Plan, if the payment of management fees by the funds to FMR is
deemed to be indirect financing by the funds of the distribution of their
shares, such payment is authorized by the Plans. Each Class A, Class T, 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 pay FDC for
expenses incurred in connection with the distribution of Class A, Class T,
or Class B shares including payments made to third parties that assist in
selling Class A, Class T, and Class B shares 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.
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, Class T, 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 FMR as the then sole shareholder of each class
on December 23, 1996.
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 TRUST
TRUST ORGANIZATION. Fidelity Advisor TechnoQuant Growth Fund and Fidelity
Advisor Growth & Income Fund are funds of Fidelity Advisor Series I, an
open-end management investment company organized as a Massachusetts
business trust by a Declaration of Trust dated June 24, 1983, as amended
and restated October 26, 1984. On January 29, 1992, the name was changed
from Equity Portfolio Growth to Fidelity Broad Street Trust by an amendment
to the Declaration of Trust . On April 15, 1993, its name was changed by an
amendment to the Declaration of Trust from Fidelity Broad Street Trust to
Fidelity Advisor Series I. Currently, there are five funds of the trust:
Fidelity Advisor Equity Growth Fund, Fidelity Advisor Mid Cap Fund,
Fidelity Advisor Large Cap Fund, Fidelity Advisor TechnoQuant Growth Fund
and Fidelity Advisor Growth & Income Fund. The Declaration of Trust permits
the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying names
"Fidelity" may be withdrawn. There is a remote possibility that one fund
might become liable for any misstatement in its prospectus or statement of
additional information about another fund.
The assets of the 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 expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees shall include a provision limiting the obligations
created thereby to the trust and its assets. The Declaration of Trust
provides for indemnification out of each fund's property of any
shareholders held personally liable for the obligations of the fund. The
Declaration of Trust also provides that each fund shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the fund itself would be unable to
meet its obligations. FMR believes that, in view of the above, the risk of
personal liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office. Claims asserted against
one class of shares may subject holders of another class of shares to
certain liabilities.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. The shares have no preemptive rights, and Class A, Class T, and
Institutional Class 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 the 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 a meeting of the entire trust, the
purpose of voting on removal of one or more Trustees.
The trust or any fund may be terminated upon the sale of its assets to
another open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the outstanding shares of the trust or the fund. If not so
terminated, the trust and the funds will continue indefinitely.
CUSTODIAN. The Chase Manhattan Bank, 4 Chase MetroTech Center, Brooklyn,
New York, is custodian of the assets of the funds. The custodian is
responsible for the safekeeping of a fund's assets and the appointment of
the subcustodian banks and clearing agencies. The custodian takes no part
in determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian. The Bank of New York, headquartered in New
York, also may serve as a special purpose custodian of certain assets in
connection with repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITOR. Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts
serves as the funds' independent accountant. The auditor examines financial
statements for the funds and provides other audit, tax, and related
services.
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE 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 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.
DESCRIPTION OF STANDARD & POOR'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB or BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating will also
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
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.
TechnoQuant is a trademark of FMR Corp.

FIDELITY ADVISOR FUNDS
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.
Only Class B shares are offered through this Prospectus. The funds also
offer Class A and Class T shares through the Class A, Class T, and Class B
Prospectus dated August 30, 1996 which is a part hereof. Throughout this
Prospectus, the Class A, Class T, and Class B Prospectus dated August 30,
1996 is referred to as the "Class A, Class T, and Class B Prospectus."
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, a
copy of the Statement of Additional Information (SAI) dated November 29,
1996, or a copy of the Class A, Class T, Class B, and Institutional Class
SAI dated August 30, 1996. The SAIs have been filed with the Securities and
Exchange Commission (SEC) and are available along with other related
materials on the SEC's Internet Web site (http://www.sec.gov). The SAIs are
incorporated herein by reference (legally forms a part of the prospectus).
For a free copy of any of the above referenced documents, 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, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT
TO INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.

LIKE ALL MUTUAL FUNDS, THESE SECURITIES
HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
ACO M B-dis-1196
FIDELITY ADVISOR 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.
FIDELITY ADVISOR BALANCED FUND (FORMERLY ADVISOR I NCOME
& 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.
PROSPECTUS
NOVEMBER 29, 1996
AS REVISED JANUARY 2, 1997(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE
STREET, BOSTON, MA 02109
CONTENTS

KEY FACTS WHO MAY WANT TO INVEST

EXPENSES Class B's sales charge (load) and its yearly
operating expenses.

FINANCIAL HIGHLIGHTS A summary of each fund's financial
data.

PERFORMANCE How each class 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

</TABLE>

KEY FACTS
WHO MAY WANT TO INVEST
Class B shares are offered to investors who engage an investment
professional for investment advice.
Refer to the "Who May Want to Invest" section beginning on page 3 of the
Class A, Class T, and Class B Prospectus for a general discussion of the
types of investors for whom each fund is designed.
Each fund is composed of multiple classes of shares. All classes of a fund
have a common investment objective and investment portfolio. Class A and
Class T shares have front-end sales charges and pay distribution fees.
Class T shares may be subject to a contingent deferred sales charge (CDSC).
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 available only to certain types of
investors. See "Sales Charge Reductions and Waivers," page 55 of the Class
A, Class T, and Class B Prospectus 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.
In determining which class of shares is the most appropriate for you, you
should consider, among other factors, the length of time you intend to hold
your shares. In general, because of its higher front-end load, Class A
shares have higher costs than Class T for a short holding period and,
because of their lower 12b-1 fees, lower costs than Class T for a longer
holding period. If you are planning to invest a significant amount either
at one time or through a regular investment program, you should consider
the reduced sales charges available on Class A and Class T shares. If you
prefer not to pay a front-end sales charge and plan to hold your shares for
more than three or six years, as applicable, you should consider
Class B shares. While Class B shares are subject to higher ongoing
expenses, they are sold without a front-end sales charge so your entire
purchase amount is immediately invested. However, if you sell your Class B
shares within six years, you will normally pay a CDSC that varies
depending on how long you have held your shares.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy or
sell Class B shares of a fund. In addition, you may be charged an annual
account maintenance fee if your account balance falls below $2,500. A CDSC
is imposed on Class B shares only if you redeem Class B shares within
six years of purchase. See Transaction Details, page 7, for
information about the CDSC and the conversion feature.

<TABLE>
<CAPTION>
<S> <C> <C>
Class B

Maximum sales charge (as a % of offering price) None

Maximum CDSC 5. 0 0%[A
]

Maximum sales charge on reinvested distributions None

Redemption fee None

Exchange fee None

Annual account maintenance fee (for accounts under $2,500) $12.00

</TABLE>

[A] DECLINES OVER 6 YEARS FROM 5.00% TO 0%.
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each fund
pays a management fee to Fidelity Management & Research Company (FMR). 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 B include a distribution fee and a shareholder service
fee. Distribution fees are paid by each class to FDC for services and
expenses in connection with the distribution of the 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.
Class B's expenses are factored into its share price or dividends and are
not charged directly to shareholder accounts (see "Breakdown of Expenses"
on page 6).
The figures on the following page are based on estimated expenses of Class
B of each fund, and are calculated as a percentage of average net assets of
Class B of each fund. A portion of the brokerage commissions that each fund
pays is used to reduce fund expenses. In addition, each fund has entered
into arrangements with its custodian and transfer agent whereby interest
earned on uninvested cash balances is used to reduce custodian and transfer
agent expenses.
In the tables on the following page, the column marked "Examples" shows the
expenses you would pay, including the maximum CDSC, on a $1,000 investment
in Class B shares, assuming a 5% annual return and either (1) full
redemption or (2) no redemption, at the end of each time period:

...EQUITY FUNDS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Examples

Full No
Redemption Redemption

EQUITY GROWTH Management fee[A] 0.61% After 1 year $ 7 0[D] $ 20

12b-1 fee (including 1.00% After 3 $ 91[D] $ 61
0.25% Shareholder years
Service Fee)

Other expenses[B] 0.34% After 5 $ 1 2 5[D] $ 105
years

Total operating 1.95% After 10 $ 199 $ 199
expenses years[E]

BALANCED Management fee[C] 0.46% After 1 year $ 69 [D] $ 19

12b-1 fee (including 1.00% After 3 $ 90[D] $ 60
0.25% Shareholder years
Service Fee)

Other expenses [B] 0.44% After 5 $ 1 2 3 [D] $ 103
years

Total operating 1.90% After 10 $ 1 92 $ 1 92
expenses years[E]

</TABLE>

[A] 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 BE 0.64% AND ESTIMATED TOTAL OPERATING EXPENSES WOULD BE 1.98% FOR
CLASS B.

[B] BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
[C] EFFECTIVE AUGUST 1, 1996, FMR VOLUNTARILY AGREED TO IMPLEMENT A
MANAGEMENT FEE REDUCTION. THE INDIVIDUAL FUND FEE RATE WAS REDUCED FROM
0.20% TO 0.15%. IF THIS AGREEMENT WAS NOT IN EFFECT, THE MANAGEMENT FEE
WOULD BE 0.51% AND ESTIMATED TOTAL OPERATING EXPENSES WOULD BE 1.95% FOR
CLASS B.
[D] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[E] REFLECTS CONVERSION OF CLASS B SHARES TO CLASS A SHARES AFTER SEVEN
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 B of each fund to the extent
that total operating expenses as a percentage of their respective average
net assets, exceed the following rates:
Effective
Date

Equity Growth 2.50 12/31/9
% 6

Balanced 2. 25 12/31/9
% 6

Expenses eligible for reimbursement do not include interest, taxes,
brokerage commissions, and extraordinary expenses.
FINANCIAL HIGHLIGHTS
Refer to the "Financial Highlights" section beginning on page 12 of the
Class A, Class T, and Class B Prospectus for a summary of each fund's
financial data.
PERFORMANCE
Equity Growth's fiscal year runs from December 1 through November 30.
Balanced's fiscal year runs from November 1 through October 31. The
table on the following page shows each class's performance over past fiscal
years. The charts following the table present calendar year performance.
Class B of each fund is expected to commence on or about December 31, 1996.
...CLASS B

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Return [D] Cumulative Total Return [D]

Past 1 Past 5 10 years/ Past 6 Past 1 Past 5 10 years/
year years Life of fund+ months year years Life of fund+

EQUITY GROWTH - CLASS B[B] 34.47 17.31 17.74 10.37 34.47 122.1 411.8
% % % % % 6% 9%

EQUITY GROWTH - CLASS B
(LOAD ADJ.)[A][B] 29 .47 17. 10 17.74 5 .37% 29 .47 12 0 .1 411.8
% % % % 6% 9%

BALANCED - CLASS
B[C] 7.58% 9.97% 11.21 2.66% 7.58% 60.80 169.3
% % 5%

BALANCED - CLASS B
(LOAD ADJ.)[A][C] 2.58% 9.69% 11.21 -2.34 2.58% 58.80 169.3
% % % 5%

</TABLE>

+ LIFE OF FUND FIGURES FOR INCOME & GROWTH ARE FROM COMMENCEMENT OF
OPERATIONS (JANUARY 6, 1987).
[A] C LASS B'S CONTINGENT DEFERRED SALES CHARGES INCLUDED IN THE
PAST SIX MONTHS, PAST ONE YEAR, PAST FIVE YEARS, AND 10 YEARS/LIFE
OF FUND TOTAL RETURN FIGURES ARE 5%, 5%, 2%, AND 0% RESPECTIVELY.
[B] PERIOD ENDED MAY 31, 1996.
[C] PERIOD ENDED APRIL 30, 1996.
[D] INITIAL OFFERING OF CLASS B SHARES OF EQUITY GROWTH WILL TAKE PLACE ON
OR ABOUT JANUARY 2, 1997. CLASS B SHARES BEAR A 12B-1 FEE (INCLUDING
SHAREHOLDER SERVICING FEE), WHICH IS NOT REFLECTED IN PRIOR RETURN DATES.
RETURNS BETWEEN JANUARY 1, 1996 AND MAY 31, 1996 ARE THOSE OF CLASS T AND
REFLECT CLASS T'S THEN APPLICABLE 0.50% 12B-1 FEE. RETURNS BETWEEN
SEPTEMBER 10, 1992 AND DECEMBER 31, 1995 ARE THOSE OF CLASS T AND REFLECT
CLASS T'S THEN APPLICABLE 0.65% 12B-1 FEE. RETURNS PRIOR TO SEPTEMBER 10,
1992 ARE THOSE OF INSTITUTIONAL CLASS, THE ORIGINAL CLASS OF THE FUND,
WHICH DOES NOT BEAR A 12B-1 FEE. CLASS B SHARE 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 OF BALANCED WILL TAKE PLACE ON OR
ABOUT JANUARY 2, 1997. CLASS B SHARES BEAR A 12B-1 FEE (INCLUDING
SHAREHOLDER SERVICING FEE), WHICH IS NOT REFLECTED IN PRIOR RETURN DATES.
RETURNS BETWEEN JANUARY 1, 1996 AND APRIL 30, 1996 ARE THOSE OF CLASS T AND
REFLECT CLASS T'S THEN APPLICABLE 0.50% 12B-1 FEE. RETURNS BETWEEN JANUARY
6, 1987 AND DECEMBER 31, 1995 ARE THOSE OF CLASS T AND REFLECT CLASS T'S
THEN APPLICABLE 0.65% 12B-1 FEE. CLASS B SHARE RETURNS WOULD HAVE BEEN
LOWER HAD ITS 12B-1 AND SHAREHOLDER SERVICING FEE BEEN REFLECTED IN PRIOR
DATE RETURNS.
...YEAR-BY-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar years+ 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995

EQUITY GROWTH - CLASS B 14.51 -0.57 15.57 44.84 6.93% 64.71 9.89% 14.85 -0.89 39.14
% % % % % % % %

S&P 500 18.56 5.10% 16.61 31.69 -3.10 30.47 7.62% 10.08 1.32% 37.58
% % % % % % %

Lipper Growth Funds Average[A] 14.73 3.08% 14.79 26.91 -4.49 36.70 8.08% 10.63 -2.17 30.79
% % % % % % % %

Consumer Price Index 1.10% 4.43% 4.42% 4.65% 6.11% 3.06% 2.90% 2.75% 2.67% 2.54%

</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 B
+ RETURNS DO NOT INCLUDE THE EFFECT OF PAYING CLASS B'S APPLICABLE CDSC.
INITIAL OFFERING OF CLASS B SHARES OF EQUITY GROWTH WILL TAKE PLACE ON OR
ABOUT JANUARY 2, 1997. CLASS B SHARES BEAR A 12B-1 FEE (INCLUDING
SHAREHOLDER SERVICING FEE), WHICH IS NOT REFLECTED IN PRIOR RETURN DATES.
RETURNS BETWEEN SEPTEMBER 10, 1992 AND DECEMBER 31, 1995 ARE THOSE OF CLASS
T AND REFLECT CLASS T'S THEN APPLICABLE 0.65% 12B-1 FEE. RETURNS PRIOR TO
SEPTEMBER 10, 1992 ARE THOSE OF INSTITUTIONAL CLASS, THE ORIGINAL CLASS OF
THE FUND, WHICH DOES NOT BEAR A 12B-1 FEE. CLASS B SHARE RETURNS WOULD
HAVE BEEN LOWER HAD ITS 12B-1 AND SHAREHOLDER SERVICING FEE BEEN REFLECTED
IN PRIOR DATE RETURNS.
[A] THE LIPPER GROWTH FUNDS AVERAGE CURRENTLY REFLECTS THE PERFORMANCE OF
OVER 739 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
...YEAR-BY-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar years+
1988 1989 1990 1991 1992 1993 1994 1995

BALANCED - CLASS B
20.89 24.60 -2.94 34.48 9.20% 19.66 -5.09 14.06
% % % % % % %

S&P 500
16.61 31.69 -3.10 30.47 7.62% 10.08 1.32% 37.58
% % % % % %

Lipper Balanced Funds Average[A]
12.34 19.57 -0.57 26.69 7.07% 10.91 -2.50 25.16
% % % % % % %

Consumer Price Index
4.42% 4.65% 6.11% 3.06% 2.90% 2.75% 2.67% 2.54%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.0
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: 14.06
(LARGE SOLID BOX) BALANCED - CLASS B
+ RETURNS DO NOT INCLUDE THE EFFECT OF PAYING CLASS B'S APPLICABLE CDSC.
INITIAL OFFERING OF CLASS B SHARES OF BALANCED WILL TAKE PLACE ON OR
ABOUT JANUARY 2, 1997. CLASS B SHARES BEAR A 12B-1 FEE (INCLUDING
SHAREHOLDER SERVICING FEE), WHICH IS NOT REFLECTED IN PRIOR RETURN DATES.
RETURNS BETWEEN JANUARY 6, 1987 AND DECEMBER 31, 1995 ARE THOSE OF CLASS T
AND REFLECT CLASS T'S THEN APPLICABLE 0.65% 12B-1 FEE. CLASS B SHARE
RETURNS WOULD HAVE BEEN LOWER HAD ITS 12B-1 AND SHAREHOLDER SERVICING FEE
BEEN REFLECTED IN PRIOR DATE RETURNS.
[A] THE LIPPER BALANCED FUNDS AVERAGE CURRENTLY REFLECTS THE PERFORMANCE OF
OVER 295 MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. Government. Refer to the "Performance" section
beginning on page 23 of the Class A, Class T, and Class B Prospectus for a
discussion of other terms used in presenting performance information.
THE FUNDS IN DETAIL
CHARTER
FDC distributes and markets Fidelity's funds and services. Fidelity
Investments Institutional Operations Company (FIIOC) performs transfer
agent servicing functions for Class B shares of each fund.
Refer to the "Charter" section beginning on page 28 of the Class A, Class
T, and Class B Prospectus for more information about how each fund is
organized.
INVESTMENT PRINCIPLES AND RISKS
Refer to the "Investment Principles and Risks" section beginning on page
30 of the Class A, Class T, and Class B Prospectus for information about
each fund's overall approach to investing.
BREAKDOWN OF EXPENSES
Refer to the "Breakdown of Expenses" section beginning on page 40 of the
Class A, Class T, and Class B Prospectus for details about each fund's
management fee and sub-advisory agreements.
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
services for Class B of each fund. FSC calculates the NAV and dividends for
Class B shares of each fund, maintains the general accounting records, and
administers the securities lending program for each fund.
Class B shares of each fund have 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 fund currently pays FDC monthly at an annual rate of 0.75%
of its average net assets throughout the month.
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 FDC for
expenses incurred in connection with the distribution of Class B shares,
including payments made to investment professionals that provide
shareholder support services or engage in the sale of the funds' Class B
shares. The Board of Trustees of each fund has authorized such payments.
Refer to the subsection "Other Expenses," on page 42 of the Class A, Class
T and Class B Prospectus, for details about other expenses of each fund and
portfolio turnover rates.
YOUR ACCOUNT
TYPES OF ACCOUNTS
Refer to the "Types of Accounts" section beginning on page 44 of the Class
A, Class T, and Class B Prospectus for information about different ways to
set up your account.
HOW TO BUY SHARES
Refer to the "How to Buy Shares" section beginning on page 45 of the Class
A, Class T, and Class B Prospectus for information about opening an account
and making additional investments.
HOW TO SELL SHARES
Refer to the "How to Sell Shares" section beginning on page 47 of the Class
A, Class T, and Class B Prospectus for information about taking money out
and closing your account.
INVESTOR SERVICES
Refer to the "Investor Services" section beginning on page 48 of the Class
A, Class T, and Class B Prospectus for information about services to help
you manage you account, including exchange privileges and regular
investment plans.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
Refer to the "Dividends, Capital Gains, and Taxes" section beginning on
page 50 of the Class A, Class T, and Class B Prospectus for information
about capital gains and dividends, distribution options, and taxes.
TRANSACTION DETAILS
Refer to the "Transaction Details" section beginning on page 51 of the
Class A, Class T, and Class B Prospectus for information about share price
calculation.
THE OFFERING PRICE (price to buy one share) is Class B's NAV. The
REDEMPTION PRICE (price to sell one share) is Class B's NAV, minus any
applicable CDSC.
CONTINGENT DEFERRED SALES CHARGE. Class B shares may, upon redemption, be
assessed a CDSC based on the following schedules:
From Date of Purchase Contingent
Deferred
Sales Charge

Less than 1 year 5%

1 year to less than 2 years 4%

2 years to less than 3 years 3%

3 years to less than 4 years 3%

4 years to less than 5 years 2%

5 years to less than 6 years 1%

6 years to less than 7 years[A] 0%

[A] AFTER A MAXIMUM HOLDING PERIOD OF SEVEN YEARS, CLASS B SHARES
WILL CONVERT AUTOMATICALLY TO CLASS A SHARES OF THE SAME FIDELITY
ADVISOR FUND. SEE "CONVERSION FEATURE" BELOW FOR MORE INFORMATION.
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 4 .00% 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. Class
B shares acquired through distributions (dividends or capital gains) will
not be subject to a CDSC. In determining the applicability and rate of any
CDSC at redemption, Class B 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.
CONVERSION FEATURE. After a maximum holding period of seven years
from the initial date of purchase, Class B shares and any capital
appreciation associated with those shares, convert automatically to Class
A shares of the same Fidelity Advisor fund. Conversion to Class A
shares will be made at NAV. At the time of conversion, a portion of the
Class B shares purchased through the reinvestment of dividends or capital
gains (Dividend Shares) will also convert to Class A shares. The
portion of Dividend Shares that will convert is determined by the ratio of
your converting Class B non-Dividend Shares to your total Class B
non-Dividend Shares.
For more information about the CDSC, including the conversion feature and
the permitted circumstances for CDSC waivers, contact your investment
professional.
Refer to the "Transaction Details" section beginning on page 51 of the
Class A, Class T, and Class B Prospectus for more information about the
timing of purchases and redemptions.
EXCHANGE RESTRICTIONS
Refer to the "Exchange Restrictions section beginning on page 55 of the
Class A, Class T, and Class B Prospectus for information about exchange
privileges and restrictions.
SALES CHARGE REDUCTIONS AND WAIVERS
Refer to the "Sales Charge Reductions and Waivers" section beginning on
page 55 of the Class A, Class T, and Class B Prospectus for information
about sales charge reductions and waivers.

FIDELITY ADVISOR EQUITY GROWTH FUND: CLASS B
A FUND OF FIDELITY ADVISOR SERIES I
FIDELITY ADVISOR BALANCED FUND (FORMERLY ADVISOR INCOME & GROWTH FUND):
CLASS B
A FUND OF FIDELITY ADVISOR SERIES II
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 29, 1996
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectus (dated
November 29, 1996). Please retain this document for future reference. Only
Class B shares are discussed in this SAI. Class A, Class T, and
Institutional Class shares of each fund are discussed in the Fidelity
Advisor Funds Class A, Class T, Class B and Institutional Class SAI (dated
August 30, 1996), which is a part hereof. Throughout this SAI, the Fidelity
Advisor Class A, Class T, Class B and Institutional Class SAI dated August
30, 1996, is referred to as the "Class A, Class T, Class B and
Institutional Class SAI." To obtain an additional copy of the Prospectus,
please call Fidelity Distributors Corporation, 82 Devonshire Street,
Boston, Massachusetts 02109 or your investment professional.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation

Performance

Additional Purchase, Exchange, and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contracts

Contracts with FMR Affiliates

Distribution and Service Plans

Description of the Trusts

Financial Statements

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns [A] Cumulative Total Returns [A]

6 Months One Five Ten Past 6 One Five Ten
Ended Year Years Years/Life Months Year Years Years/Life
of Fund[D] of Fund[D]

Equity Growth - 5/31 29.47% 17.10% 17.74% 5.37% 29.47% 120.16% 411.89%
Class B [B]

Balanced - 4/30 2.58% 9.69% 11.21% -2.34% 2.58% 58.80% 169.35%
Class B [C]

</TABLE>

[A] Class B's contingent deferred sales charges included in the past 6
months, one year, past five years, and Ten years/Life of Fund total return
figures are 5%, 5%, 2%, and 0% respectively.
[B] Initial offering of Class B shares of Equity Growth will take place on
or about January 2, 1997. Class B shares bear a 12b-1 fee (including
shareholder servicing fee), which is not reflected in prior return dates.
Returns between January 1, 1996 and May 31, 1996 are those of Class T and
reflect Class T's then applicable 0.50% 12b-1 fee. Returns between
September 10, 1992 and December 31, 1995 are those of Class T and reflect
Class T's then applicable 0.65% 12b-1 fee. Returns prior to September 10,
1992 are those of Institutional Class, the original class of the fund,
which does not bear a 12b-1 fee.
[C] Initial offering of Class B shares of Balanced will take place on or
about January 2, 1997. Class B shares bear a 12b-1 fee (including
shareholder servicing fee), which is not reflected in prior return dates.
Returns between January 1, 1996 and April 30, 1996 are those of Class T and
reflect Class T's then applicable 0.50% 12b-1 fee. Returns between January
6, 1987 and December 31, 1995 are those of Class T and reflect Class T's
then applicable 0.65% 12b-1 fee.
[D] Life of fund figures for Balanced are from commencement of operations
(January 6, 1987).
The following tables show the income and capital elements of the cumulative
total return for Class B of each fund. The tables compare each fund's Class
B return to the record of the Standard & Poor's 500 Index (S&P
500(registered trademark)), 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 the fund. The S&P 500 and DJIA comparisons are
provided to show how Class B'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. Figures for the
S&P 500 and DJIA are based on the prices of unmanaged groups of stocks and,
unlike Class B's 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 Class B of each fund, assuming all distributions were reinvested but not
including Class B shares' 12b-1 fees. The charts reflect Class T's then
applicable 12b-1 fees. This was a period of fluctuating interest rates and
bond 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.

<TABLE>
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EQUITY GROWTH - CLASS B INDICES

Year ended Value of Value of Value of Total S&P 500 DJIA Cost of
November 30* Initial Reinvested Reinvested Value Living**
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1995 $ 35,915 $ 1,728 $ 24,155 $ 61,798 $ 41,199 $ 47,557 $ 14,092

1994 25,717 1,111 16,966 43,794 30,077 34,192 13,752

1993 26,601 1,150 15,360 43,111 29,766 32,779 13,376

1992 23,742 912 12,992 37,646 27,035 28,578 13,028

1991 21,894 800 8,429 31,123 22,814 24,302 12,642

1990 14,022 512 5,398 19,932 18,956 20,777 12,275

1989 15,618 465 3,317 19,400 19,640 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>

* After a holding period of seven years, Class B shares automatically
convert to Class A shares.
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Equity Growth on November 30, 1985, assuming the CDSC had been in effect,
the net amount invested in Class B shares was $10,000. The cost of the
initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to $21,739.
If distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash payments
for the period would have amounted to $514 for dividends and $8,215 for
capital gains distributions.

<TABLE>
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BALANCED - CLASS B INDICES

Year ended Value of Value of Value of Total S&P 500 DJIA Cost of
October 31** Initial Reinvested Reinvested Value Living***
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1995 $ 15,300 $ 7,497 $ 3,439 $ 26,236 $ 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 4,872 1,609 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 2,445 512 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).
** After a holding period of seven years, Class B shares automatically
convert to Class A shares.
*** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Balanced on January 6, 1987, assuming the CDSC had been in effect, the
net amount invested in Class B shares was $10,000. The cost of the initial
investment ($10,000), together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their cash
value at the time they were reinvested), amounted to $19,273. If
distributions had not been reinvested, the amount of distributions earned
from the class over time would have been smaller, and cash payments for the
period would have amounted to $4,790 for dividends and $2,210 for capital
gains distributions.
Refer to the "Performance" section beginning on page 66 of the Class A,
Class T, Class B, and Institutional Class SAI for more information about
calculating, reporting, and quoting the funds' performance.
ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION
Refer to the "Additional Purchase, Exchange, and Redemption Information"
section beginning on page 101 of the Class A, Class T, Class B, and
Institutional Class SAI for information on share price calculations and
sales charge waivers and reductions.
DISTRIBUTIONS AND TAXES
Refer to the "Distributions and Taxes" section beginning on page 103 of the
Class A, Class T, Class B, and Institutional Class SAI for information
about distributions and how they are taxed.
FMR
Refer to the "FMR" section on page 106 of the Class A, Class T, Class B,
and Institutional Class SAI for detailed information about FMR, the
investment adviser of the funds.
TRUSTEES AND OFFICERS
Refer to the "Trustees and Officers" section beginning on page 106 of the
Class A, Class T, Class B, and Institutional Class SAI for detailed
information about the funds' trustees, officers and advisory board members.
MANAGEMENT CONTRACTS
Refer to the "Management Contracts" section beginning on page 113 of the
Class A, Class T, Class B, and Institutional Class SAI for information
about each fund's management contract.
CONTRACTS WITH FMR AFFILIATES
Refer to the "Contracts with FMR Affiliates" section beginning on page 126
of the Class A, Class T, Class B, and Institutional Class SAI for
information about the services that FMR affiliates provide to the funds and
how the affiliates are compensated.
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved Distribution and Service Plans on behalf of
Class B shares of each fund (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 B 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.
Currently, the Trustees have approved a distribution fee for Class B of
each fund at an annual rate of 0.75% of its average net assets throughout
the month. 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. These fees may be increased only when, in the opinion
of the Trustees, it is in the best interests of the shareholders of Class B
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.
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 B Plan
specifically recognizes that FMR may use its management fee revenue, as
well as its past profits or its other resources to pay FDC for expenses
incurred in connection with the distribution of the applicable class,
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. The Trustees have authorized such
payments for Class B of each fund.
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. To the extent that
each Plan gives FMR and FDC greater flexibility in connection with the
distribution of shares of Class B 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.
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.
Refer to page 129 of the Class A, Class T, Class B, and Institutional Class
SAI for information about the distribution and service plans for Class A,
Class T, and Institutional Class.
DESCRIPTION OF THE TRUSTS
Refer to the "Description of the Trusts" section beginning on page 132 of
the Class A, Class T, Class B, and Institutional Class SAI for information
about each Trust's organization, shareholder and Trustee liability, and
voting rights of the funds' shareholders, and custodian and auditor
information.
FINANCIAL STATEMENTS
Refer to the "Financial Statements" section on page 134 of the Class A,
Class T, Class B, and Institutional Class SAI for information about each
fund's financial statements and financial highlights.