FIDELITY ADVISOR SERIES I, PRE 14A, 1997-03-31

FIDELITY ADVISOR SERIES I
PRE 14A, 1997-03-31

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

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(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which

transaction applies:

(2) Aggregate number of securities to which

transaction applies:

(3) Per unit price or other underlying value of transaction

computed pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

(5) Total Fee Paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)

and identify the filing for which the offsetting fee was paid previously. Identify the

previous filing by registration statement number, or the Form or Schedule and the date of

its filing.

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(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

FIDELITY ADVISOR EQUITY GROWTH FUND:
CLASS A
CLASS T
CLASS B
INSTITUTIONAL CLASS
FIDELITY ADVISOR MID CAP FUND:
CLASS A
CLASS T
CLASS B
INSTITUTIONAL CLASS
FIDELITY ADVISOR LARGE CAP FUND:
CLASS A
CLASS T
CLASS B
INSTITUTIONAL CLASS
FIDELITY ADVISOR TECHNOQUANT(trademark) GROWTH FUND:
CLASS A
CLASS T
CLASS B
INSTITUTIONAL CLASS
FIDELITY ADVISOR GROWTH & INCOME FUND:
CLASS A
CLASS T
CLASS B
INSTITUTIONAL CLASS

FUNDS OF
FIDELITY ADVISOR SERIES I
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-522-7297
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting)
of Fidelity Advisor Equity Growth Fund, Fidelity Advisor Mid Cap Fund,
Fidelity Advisor Large Cap Fund, Fidelity Advisor TechnoQuantTM Growth Fund
and Fidelity Advisor Growth & Income Fund (the funds), will be held at the
office of Fidelity Advisor Series I (the trust), 82 Devonshire Street,
Boston, Massachusetts 02109 on July 16, 1997, at 11:30 AM. The purpose of
the Meeting is to consider and act upon the following proposals, and to
transact such other business as may properly come before the Meeting or any
adjournments thereof.
1. To elect a Board of Trustees
2. To ratify the selection of Coopers & Lybrand L.L.P. and Price Waterhouse
LLP as independent accountants of the trust.
3. To amend the Declaration of Trust to provide dollar-based voting rights
for shareholders of the trust.
4. To amend the Declaration of Trust regarding shareholder notification of
appointment of Trustees.
5. To amend the Declaration of Trust to provide each fund with the ability
to invest all of its assets in another open-end investment company with
substantially the same investment objective and policies.
6. To amend the Bylaws of the trust to require only trustee approval of
changes to the Bylaws.
7. To adopt a new fundamental investment policy for Equity Growth Fund to
permit the fund to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
8. To approve an amended Management Contract for Equity Growth Fund.
9. To approve an amended Sub-Advisory Agreement between Equity Growth Fund
and FMR Far East .
10. To approve an amended Sub-Advisory Agreement between Equity Growth Fund
and FMR U.K..
11. To amend the Class T Distribution and Service Plan for Equity Growth
Fund.
12. To amend Equity Growth Fund's fundamental investment limitation
concerning diversification to permit increased investment in the securities
of any single issuer.
13. To amend the fundamental investment limitation concerning
diversification for Equity Growth Fund, Mid Cap Fund and Large Cap Fund to
exclude securities of other investment companies from the limitation.
14. To replace Equity Growth Fund's fundamental name test policy with a
non-fundamental policy based on total assets.
15. To eliminate Equity Growth Fund's fundamental investment policy
relating to permissible repurchase agreement counterparties.
16. To amend Equity Growth Fund's fundamental investment limitation
concerning real estate.

ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
17. To adopt a fundamental investment limitation concerning the issuance of
senior securities for Equity Growth Fund.
18. To eliminate Equity Growth Fund's fundamental investment limitation
concerning short sales of securities.
19. To eliminate Equity Growth Fund's fundamental investment limitation
concerning margin purchases.
20. To amend Equity Growth Fund's fundamental investment limitation
concerning borrowing.
21. To amend Equity Growth Fund's fundamental investment limitation
concerning lending.
22. To eliminate Equity Growth Fund's fundamental investment limitation
concerning investments in other investment companies.
23. To eliminate Equity Growth Fund's fundamental investment limitation
concerning investments in securities of newly-formed issuers.
24. To eliminate Equity Growth Fund's fundamental investment limitation
concerning investing in oil, gas, and mineral exploration programs.
The Board of Trustees has fixed the close of business on May 19, 1997 as
the record date for the determination of the shareholders of each of the
funds and classes entitled to notice of, and to vote at, such Meeting and
any adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
MAY 19, 1997
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.

SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help avoid the time and expense involved in validating your vote
if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears
in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself or
by the individual executing the proxy card. For example:
REGISTRATION VALID
SIGNATURE

A. 1) ABC Corp. John Smith,
Treasurer

2) ABC Corp. John Smith,
Treasurer

c/o John Smith,
Treasurer

B. 1) ABC Corp. Profit Sharing Ann B. Collins,
Plan Trustee

2) ABC Trust Ann B. Collins,
Trustee

3) Ann B. Collins, Trustee Ann B. Collins,
u/t/d 12/28/78 Trustee

C. 1) Anthony B. Craft, Cust. Anthony B. Craft

f/b/o Anthony B. Craft, Jr.

UGMA

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY ADVISOR SERIES I:
FIDELITY ADVISOR EQUITY GROWTH FUND:
CLASS A
CLASS T
CLASS B
INSTITUTIONAL CLASS
FIDELITY ADVISOR MID CAP FUND:
CLASS A
CLASS T
CLASS B
INSTITUTIONAL CLASS
FIDELITY ADVISOR LARGE CAP FUND:
CLASS A
CLASS T
CLASS B
INSTITUTIONAL CLASS
FIDELITY ADVISOR TECHNOQUANTTM GROWTH FUND:
CLASS A
CLASS T
CLASS B
INSTITUTIONAL CLASS
FIDELITY ADVISOR GROWTH & INCOME FUND:
CLASS A
CLASS T
CLASS B
INSTITUTIONAL CLASS
TO BE HELD ON JULY 16, 1997
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity
Advisor Series I (the trust) to be used at the Special Meeting of
Shareholders of Fidelity Advisor Equity Growth Fund, Fidelity Advisor Mid
Cap Fund, Fidelity Advisor Large Cap Fund, Fidelity Advisor TechnoQuantTM
Growth Fund and Fidelity Advisor Growth & Income Fund (the funds) and at
any adjournments thereof (the Meeting), to be held on July 16, 1997 at
11:30 AM at 82 Devonshire Street, Boston, Massachusetts 02109, the
principal executive office of the trust and Fidelity Management & Research
Company (FMR), the funds' investment adviser.
The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is made primarily by the mailing of this Proxy Statement and
the accompanying proxy card on or about May 19, 1997. Supplementary
solicitations may be made by mail, telephone, telegraph, facsimile, or by
personal interview by representatives of the trust. In addition, D.F. King
& Co. may be paid to solicit shareholders on behalf of the funds at an
anticipated cost of approximately $187,500 (Equity Growth Fund), $30,300
(Mid Cap Fund), $4,500 (Large Cap Fund), $1,650 (TechnoQuantTM Fund), and
$1,800 (Growth & Income Fund). The expenses in connection with preparing
this Proxy Statement and its enclosures and of all solicitations will be
paid by the funds. The funds will reimburse brokerage firms and others for
their reasonable expenses in forwarding solicitation material to the
beneficial owners of shares. The principal business address of Fidelity
Distributors Corporation (FDC), the funds' principal underwriter and
distribution agent, and Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far East),
subadvisers to the funds is 82 Devonshire Street, Boston, Massachusetts
02109.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the trust, by the execution of a later-dated proxy card, or by attending
the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which are
not revoked, will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If no
specification is made on a proxy card, it will be voted FOR the matters
specified on the proxy card. Only proxies that are voted will be counted
towards establishing a quorum. Broker non-votes are not considered voted
for this purpose. Shareholders should note that while votes to ABSTAIN will
count toward establishing a quorum, passage of any proposal being
considered at the Meeting will occur only if a sufficient number of votes
are cast FOR the proposal. Accordingly, votes to ABSTAIN and votes AGAINST
will have the same effect in determining whether the proposal is approved.
The funds may also arrange to have votes recorded by telephone. D.F. King
& Co. may be paid on a per call basis for vote-by-phone solicitations on
behalf of the funds at an anticipated cost of approximately $203,125
(Equity Growth Fund), $32,825 (Mid Cap Fund), $4,875 (Large Cap Fund),
$1,788 (TechnoQuantTM Growth Fund ), and $1,950 (Growth & Income Fund ).
The expenses in connection with telephone voting will be paid by the funds.
If the funds record votes by telephone, they will use procedures designed
to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their instructions,
and to confirm that their instructions have been properly recorded. Proxies
voted by telephone may be revoked at any time before they are voted in the
same manner that proxies voted by mail may be revoked.
If a quorum is present at the Meeting, but sufficient votes to approve one
or more of the proposed items are not received, or if other matters arise
requiring shareholder attention, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting or represented by proxy.
When voting on a proposed adjournment, the persons named as proxies will
vote FOR the proposed adjournment all shares that they are entitled to vote
with respect to each item, unless directed to vote AGAINST the item, in
which case such shares will be voted AGAINST the proposed adjournment with
respect to that item. A shareholder vote may be taken on one or more of the
items in this Proxy Statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate.
Shares of each class of each fund of the trust issued and outstanding as
of March 31, 1997 are indicated in the following table:
FIDELITY ADVISOR EQUITY GROWTH FUND:
Class A
Class T
Class B
Institutional Class
FIDELITY ADVISOR MID CAP FUND:
Class A
Class T
Class B
Institutional Class
FIDELITY ADVISOR LARGE CAP FUND:
Class A
Class T
Class B
Institutional Class
FIDELITY ADVISOR TECHNOQUANTTM GROWTH FUND:
Class A
Class T
Class B
Institutional Class
FIDELITY ADVISOR GROWTH & INCOME FUND:
Class A
Class T
Class B
Institutional Class
To the knowledge of the trust, substantial (5% or more) record ownership
of any class of any of the funds on March 31, 1997 was as follows: Equity
Growth Fund: ______; Mid Cap Fund ____; Large Cap Fund ____; TechnoQuantTM
Growth Fund ____; and Growth & Income Fund _______. To the knowledge of
the trust, no other shareholder owned of record or beneficially more than
5% of the outstanding shares of any class of any of the funds.
Shareholders of record at the close of business May 19, 1997 will be
entitled to vote at the Meeting. Each such shareholder will be entitled to
one vote each share held on that date.
FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
NOVEMBER 30, 1996 CALL 1-800-843-3001 OR WRITE TO FIDELITY DISTRIBUTORS
CORPORATION AT 82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT
TO APPROVE PROPOSALS 1 AND 2. APPROVAL OF PROPOSAL 3 REQUIRES THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF
BOTH THE TRUST AND OF EACH FUND OF THE TRUST AND OF EACH CLASS OF A FUND
AND, IN THE CASE OF PROPOSALS 4 AND 5 A "MAJORITY OF THE OUTSTANDING VOTING
SECURITIES" OF THE ENTIRE TRUST. APPROVAL OF PROPOSAL 6 REQUIRES THE
AFFIRMATIVE VOTE OF THE MAJORITY OF THE OUTSTANDING SHARES OF THE TRUST.
APPROVAL OF PROPOSALS 7 THROUGH 10 AND 12 THROUGH 24 REQUIRES THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF
THE APPROPRIATE FUNDS. APPROVAL OF PROPOSAL 11 REQUIRES THE AFFIRMATIVE
VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF CLASS T
SHAREHOLDERS.
UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT), THE VOTE OF A
"MAJORITY OF THE OUTSTANDING VOTING SECURITIES" MEANS THE AFFIRMATIVE VOTE
OF THE LESSER OF (A) 67% OR MORE OF THE VOTING SECURITIES PRESENT AT THE
MEETING OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN 50% OF THE
OUTSTANDING VOTING SECURITIES ARE PRESENT OR REPRESENTED BY PROXY OR (B)
MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES. BROKER NON-VOTES ARE
NOT CONSIDERED "PRESENT" FOR THIS PURPOSE.
The following tables summarize the proposals applicable to each class's
shares of each fund.
Proposal # Proposal Description Applicable Fund(s) or
Class(es)

1 To elect as Trustees the 12 Equity Growth Fund
nominees presented. Mid Cap Fund
Large Cap Fund
TechnoQuantTM Growth
Fund
Growth & Income Fund

2 To ratify the selection of Equity Growth Fund
Coopers & Lybrand L.L.P. Mid Cap Fund
and Price Waterhouse LLP Large Cap Fund
as independent accountants TechnoQuantTM Growth
of the trust. Fund
Growth & Income Fund

3 To amend the Declaration of Equity Growth Fund
Trust to provide voting rights Mid Cap Fund
based on a shareholder's Large Cap Fund
total dollar investment in a TechnoQuantTM Growth
fund, rather than on the Fund
number of shares owned. Growth & Income Fund

4 To amend the Declaration of Equity Growth Fund
Trust to eliminate the Mid Cap Fund
requirement that Large Cap Fund
shareholders be notified in TechnoQuantTM Growth
the event of an appointment Fund
of a trustee within three Growth & Income Fund
months of the appointment.

5 To amend the Declaration of Equity Growth Fund
Trust to clarify that the Mid Cap Fund
Trustees may authorize the Large Cap Fund
investment of all of a fund's TechnoQuantTM Growth
assets in another open-end Fund
investment company with Growth & Income Fund
substantially the same
investment objective and
policies.

6 To amend the trust's Bylaws Equity Growth Fund
to require only Trustee Mid Cap Fund
approval of changes to the Large Cap Fund
Bylaws. TechnoQuantTM Growth
Fund
Growth & Income Fund

7 To adopt a new fundamental Equity Growth Fund
investment policy for the
fund that would permit it to
invest all of its assets in
another open-end
investment company
managed by FMR or an
affiliate with substantially the
same investment objective
and policies.

8 To approve an amended Equity Growth Fund
management contract for
the fund that would reduce
the management fee
payable to FMR by the fund
as FMR's assets under
management increase and
to modify performance
adjusted calculations.

9 To approve an amended Equity Growth Fund
sub-advisory agreement
with FMR Far East to
provide investment advice
and research services or
investment management
services

10 To approve an amended Equity Growth Fund
sub-advisory agreement
with FMR U.K. to provide
investment advice and
research services or
investment management
services

11 To approve an amended Equity Growth Fund:
Distribution and Service Class T
Plan for Class T shares of
the fund that would remove
from the 12b-1 fee
calculation the exclusion of
shares purchased 144
months prior.

12 To amend the fundamental Equity Growth Fund
investment limitation
concerning diversification to
permit increased investment
in the securities of any
single issuer.

13 To amend the fundamental Equity Growth Fund
investment limitation Mid Cap Fund
concerning diversification to Large Cap Fund
exclude "securities of other
investment companies" from
issuer diversification limits.

14 To replace the fundamental Equity Growth Fund
name test policy with a
non-fundamental policy
based on total assets.

15 To eliminate the Equity Growth Fund
fundamental investment
policy relating to permissible
repurchase agreement
counterparties.

16 To make explicit the ability Equity Growth Fund
of the fund to purchase any
security or instrument
backed by real estate or real
estate interests and any
security of companies
engaged in the real estate
business. Also to eliminate
the restriction that securities
backed by real estate must
be marketable.

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ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS

SENIOR SECURITIES: To add Equity Growth Fund
17 the ability to issue senior
securities to the extent
permitted under the
Investment Company Act of
1940.

SHORT SALES: To replace the Equity Growth Fund
18 fundamental investment
limitation on short sales with
a non-fundamental limitation
which explicitly allows
investment in options and
removes the "at no
additional cost" restriction
from the limitation.

MARGIN PURCHASES: To Equity Growth Fund
19 replace the fundamental
investment limitation on
margin purchases with a
similar non-fundamental
investment limitation.

BORROWING: To amend the Equity Growth Fund
20 borrowing limitation to
require a reduction in
borrowing if borrowings
exceed the 33 1/3% limit for
any reason rather than
solely because of a decline
in net assets.

LENDING: To clarify that the Equity Growth Fund
21 fund can purchase an entire
issue of debt securities and
to eliminate the reference to
"portfolio securities" in the
exception for repurchase
agreements.

OTHER INVESTMENT Equity Growth Fund
22 COMPANIES: To eliminate
the fundamental investment
limitation restricting
ownership of other
investment companies.

NEWLY-FORMED ISSUERS: Equity Growth Fund
23 To eliminate the
fundamental investment
limitation restricting
investments in securities of
companies which have a
record of less than three
years of operation.

OIL, GAS, & MINERAL Equity Growth Fund
24 EXPLORATION: To eliminate
the fundamental limitation
restricting investments in oil,
gas, and mineral exploration
programs.

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1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of Trustees of the Trust.
Pursuant to the provisions of the Declaration of Trust of Fidelity Advisor
Series I, the Trustees have determined that the number of Trustees shall be
fixed at twelve. It is intended that the enclosed proxy card will be voted
for the election as Trustees of the twelve nominees listed below, unless
such authority has been withheld in the proxy card.
Except for Robert M. Gates and William O. McCoy, all nominees named below
are currently Trustees of Fidelity Advisor Series I and have served in
that capacity continuously since originally elected or appointed. Ralph F.
Cox, Phyllis Burke Davis and Marvin L. Mann were selected by the trust's
Nominating and Administration Committee (see page 22) and were appointed to
the Board in November 1991, December 1992 and October 1993, respectively.
None of the nominees is related to one another. Those nominees indicated by
an asterisk (*) are "interested persons" of the trust by virtue of, among
other things, their affiliation with either the trust, the funds'
investment adviser (FMR, or the Adviser), or the funds' distribution agent,
FDC. The business address of each nominee who is an "interested person" is
82 Devonshire Street, Boston, Massachusetts 02109, and the business address
of all other nominees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Except for Robert M. Gates, Peter S. Lynch, and
William O. McCoy, each of the nominees is currently a Trustee or General
Partner, as the case may be, of ___ other funds advised by FMR or an
affiliate. Messrs. Gates and McCoy are currently Trustees or General
Partners, as the case may be of ___ other funds advised by FMR or an
affiliate. Mr. Lynch is currently a Trustee or General Partner, as the case
may be, of ___ other funds advised by FMR or an affiliate.
In the election of Trustees, those twelve nominees receiving the highest
number of votes cast at the Meeting, providing a quorum is present, shall
be elected.
Nominee Principal Occupation ** Year of
(Age) Election or
Appointme
nt

*J. Gary Burkhead Senior Vice President, is 1986
(56) 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 Management consultant 1991
(65) (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 Prior to her retirement in 1992
(65) 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.

Robert M. Gates Consultant, author, and lecturer --
(53) (1993). Mr. Gates was Director
of the Central Intelligence
Agency (CIA) from 1991-1993.
From 1989 to 1991, Mr. Gates
served as Assistant to the
President of the United States
and Deputy National Security
Advisor. Mr. Gates is currently
a Trustee for the Forum For
International Policy, a Board
Member for the Virginia
Neurological Institute, and a
Senior Advisor of the Harvard
Journal of World Affairs. In
addition, Mr. Gates also serves
as a member of the corporate
board for Lucas Varity PLC
(automotive components and
diesel engines), Charles Stark
Draper Laboratory (non-profit),
NACCO Industries, Inc. (mining
and manufacturing), and TRW
Inc. (original equipment and
replacement products).

*Edward C. Johnson President, is Chairman, Chief 1968
3d (67) 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.

E. Bradley Jones Prior to his retirement in 1984, 1990
(69) 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 Executive-in-Residence (1995) 1987
(64) 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 Vice Chairman and Director of 1990
(54) 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.

William O. McCoy Vice President of Finance for --
(63) 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, 1984)
and President of BellSouth
Enterprises (1986). He is
currently a Director of Liberty
Corporation (holding company,
1984), Weeks Corporation of
Atlanta (real estate, 1994), and
Carolina Power and Light
Company (electric utility, 1996)
and Kenan Transport Co.
(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, 1988).

Gerald C. McDonough Chairman of G.M. Management 1989
(69) 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.

Marvin L. Mann Chairman of the Board, 1993
(64) 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.

Thomas R. Williams President of The Wales Group, 1989
(68) 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).

** Except as otherwise indicated, each individual has held the office shown
or other offices in the same company for the last five years.
As of March 31, 1997, the nominees and officers of the trust owned, in the
aggregate, less than 1% of any class of any of the funds' outstanding
shares.
If elected, the Trustees will hold office without limit in time except
that (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has
become incapacitated by illness or injury may be retired by written
instrument signed by a majority of the other Trustees; and (d) a Trustee
may be removed at any Special Meeting of shareholders by a two-thirds vote
of the outstanding voting securities of the trust. In case a vacancy shall
for any reason exist, the remaining Trustees will fill such vacancy by
appointing another Trustee, so long as, immediately after such appointment,
at least two-thirds of the Trustees have been elected by shareholders. If,
at any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly call
a shareholders' meeting for the purpose of electing a Board of Trustees.
Otherwise, there will normally be no meeting of shareholders for the
purpose of electing Trustees.
The trust's Board, which is currently composed of three interested and
seven non-interested Trustees, met eleven times during the twelve months
ended November 30, 1996. It is expected that the Trustees will meet at
least ten times a year at regularly scheduled meetings.
The trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the trust, FMR or its affiliates and normally meets
four times a year, or as required, prior to meetings of the Board of
Trustees. Currently, Mr. Kirk (Chairman), and Mrs. Davis are members of the
Committee. If they are elected, it is anticipated that Messrs. McCoy and
Gates will also be members of the Committee. The committee oversees and
monitors the trust's internal control structure, its auditing function and
its financial reporting process, including the resolution of material
reporting issues. The committee recommends to the Board of Trustees the
appointment of auditors for the trust. It reviews audit plans, fees and
other material arrangements in respect of the engagement of auditors,
including all non-audit services to be performed. It reviews the
qualifications of key personnel involved in the foregoing activities. The
committee plays an oversight role in respect of the trust's investment
compliance procedures and the code of ethics. During the twelve months
ended November 30, 1996, the Committee held four meetings.
The trust's Nominating and Administration Committee is currently composed
of Messrs. McDonough (Chairman), Jones, and Williams. The Committee members
confer periodically and hold meetings as required. The committee makes
nominations for independent Trustees, and for membership on committees.
The committee periodically reviews procedures and policies of the Board of
Trustees and committees. It acts as the administrative committee under the
Retirement Plan for non-interested trustees. It monitors the performance
of legal counsel employed by the trust and the independent trustees. The
committee in the first instance monitors compliance with, and acts as the
administrator of, the provisions of the code of ethics applicable to the
independent Trustees. During the twelve months ended November 30, 1996, the
Committee held four meetings. The Nominating and Administration Committee
will consider nominees recommended by shareholders. Recommendations should
be submitted to the Committee in care of the Secretary of the Trust. The
trust does not have a compensation committee; such matters are considered
by the Nominating and Administration Committee.
The following table sets forth information describing the compensation of
each Trustee and Member of the Advisory Board of each fund for his or her
services for the fiscal year ended November 30, 1996, or calendar year
ended December 31, 1996, as applicable.
COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
AGGREGATE J. Ralph Phyllis Richar Edward E. Donald
COMPENSATION Gary F. Cox Burke d J. C. Bradley J. Kirk
FROM EACH Burkh Davis Flynn(dagger) Johnso Jones
FUND ead(dagger) (dagger) n 3d(dagger)

TechnoQuant $0 $ 20 $ 20 $ 0 $ 0 $ 20 $ 20
Growth*,+

MidCap*, + 0 44 43 57 0 43 44

Equity Growth*, B, 0 0 1247
C 1,269 1,220 1,554 1,232

Large Cap*, + 0 7 9 0 7 7
7

Growth & 0 92 0 0 92
Income*, + 92 92

TOTAL 0 137,70 134,70 168,00 0 134,700 136,20
COMPENSATION 0 0 0 0
FROM THE
FUND COMPLEX
++, A

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
AGGREGATE Peter William Gerald Edward Marvin L. Thomas
COMPENSATION S. O. C. H. Mann R.
FROM EACH Lynch McCoy McDon Malone(dagger) Williams
FUND (dagger)(dagger)(dagger) ough (dagger)

TechnoQuant $0 $ 20 $ $ 0 $ 20 $ 20
Growth*,+ 26

MidCap*, + 0 43 43 43 42
45

Equity Growth*, B, 0 743 1240 1240 1235
C 1239

Large Cap*, + 0 7 7 7 7
7

Growth & 0 92 114 0 92 92
Income*, +

TOTAL 0 85,333 136,20 136,200 134,700 136,200
COMPENSATION 0
FROM THE
FUND COMPLEX
++, A

</TABLE>

* Fiscal period ended November 30.
(dagger) Interested trustees of each fund are compensated by FMR.
(dagger)(dagger) Richard J. Flynn and Edward H. Malone served on the Board
of Trustees through December 31, 1996.
(dagger)(dagger)(dagger)During the period from May 1, 1996 through the
present, William O. McCoy has served as a Member of the Advisory Board of
Fidelity Advisor Series I, VII, and VIII.
+ Estimated
++ Information is as of December 31, 1996 for 235 funds in the complex.
A Compensation figures include cash, a pro rata portion of benefits accrued
under the retirement program for the period ended December 30, 1996 and
required to be deferred, and may include amounts deferred at the election
of Trustees.
B The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $50, Phyllis
Burke Davis, $50, Richard J. Flynn, $0, E. Bradley Jones, $50, Donald J.
Kirk, $50, William O. McCoy, $0, Gerald C. McDonough, $50, Edward H.
Malone, $50, Marvin L. Mann, $50, and Thomas R. Williams, $50.
C For the fiscal period ended in 1996, certain of the non-interested
trustees' aggregate compensation from Equity Growth includes accrued
voluntary deferred compensation as follows: Cox, $1219, Malone, $1190, and
Mann $1190.
Under a retirement program adopted in July 1988 and modified in November
1995 and November 1996, each non-interested Trustee who retired before
December 30, 1996 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 became eligible to participate in the program at the end
of the calendar year in which he or she reached age 72, provided that, at
the time of retirement, he or she had served as a Fidelity fund Trustee for
at least five years.
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 fees in accordance with the Plan will have a
negligible effect on the funds' assets, liabilities, and net income per
share, and will not obligate the funds to retain the services of any
Trustee or to pay any particular level of compensation to the Trustee. The
funds may invest in such designated securities under the Plan without
shareholder approval.
As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In connection
with the termination of the retirement program, each existing
non-interested Trustee received a credit to his or her Plan account equal
to the present value of the estimated benefits that would have been payable
under the retirement program. The amounts credited to the non-interested
Trustees' Plan accounts are subject to vesting. The termination of the
retirement program and related crediting of estimated benefits to the
Trustees' Plan accounts did not result in a material cost to the funds.
2. TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AND PRICE
WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS OF THE TRUST.
By a vote of the non-interested Trustees, the firms of Coopers & Lybrand
L.L.P. and Price Waterhouse LLP have been selected as independent
accountants for the trust to sign or certify any financial statements of
the trust required by any law or regulation to be certified by an
independent accountant and filed with the Securities and Exchange
Commission (SEC) or any state. Coopers & Lybrand L.L.P. has been selected
to serve as the independent accountant for Equity Growth Fund, Mid Cap Fund
and Large Cap Fund, and Price Waterhouse LLP has been selected to serve as
the independent accountant for TechnoQuantTM Growth Fund and Growth &
Income Fund. Pursuant to the 1940 Act, such selection requires the
ratification of shareholders. In addition, as required by the 1940 Act, the
vote of the Trustees is subject to the right of the trust, by vote of a
majority of its outstanding voting securities at any meeting called for the
purpose of voting on such action, to terminate such employment without
penalty. Coopers & Lybrand L.L.P. and Price Waterhouse LLP have advised the
trust that each has no direct or material indirect ownership interest in
the trust.
The independent accountants examine annual financial statements for the
funds and provide other audit and tax-related services. In recommending the
selection of the trust's accountants, the Audit Committee reviewed the
nature and scope of the services to be provided (including non-audit
services) and whether the performance of such services would affect the
accountants' independence. Representatives of Coopers & Lybrand L.L.P. and
Price Waterhouse LLP are not expected to be present at the Meeting, but
have been given the opportunity to make a statement if they so desire and
will be available should any matter arise requiring their presence.
3. TO AMEND THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING RIGHTS
FOR SHAREHOLDERS OF THE TRUST.
The Board of Trustees has approved, and recommends that shareholders of
the trust approve a proposal to amend Article VIII, Section 1 of the
Declaration of Trust. The amendment would provide voting rights based on a
shareholder's total dollar interest in a fund (dollar-based voting), rather
than on the number of shares owned, for all shareholder votes for a fund.
As a result, voting power would be allocated in proportion to the value of
each shareholder's investment.
BACKGROUND. Fidelity Advisor Equity Growth Fund, Fidelity Advisor Mid Cap
Fund, Fidelity Advisor Large Cap Fund, Fidelity Advisor TechnoQuantTM
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. Currently, there are five funds in the trust.
Shareholders of each class vote separately on matters concerning only that
class. Shareholders of each fund vote separately on matters concerning only
that fund and vote on a trust-wide basis on matters that effect the trust
as a whole, such as electing trustees or amending the Declaration of Trust.
Currently, under the Declaration of Trust, each share is entitled to one
vote, regardless of the relative value of the shares of each fund in the
trust.
The original intent of the one-share, one-vote provision was to provide
equitable voting rights to all shareholders as required by the 1940 Act. In
the case where a trust has several series or funds, such as Fidelity
Advisor Series I, voting rights may have become disproportionate since the
net asset value per share (NAV) of the separate funds generally diverge
over time. In the case where a fund has more than one class, voting rights
may have become disproportionate because the NAV of the separate classes
of a fund may also diverge over time. The Staff of the Securities and
Exchange Commission (SEC) has issued a "no-action" letter permitting a
trust to seek shareholder approval of a dollar-based voting system. The
proposed amendment will comply with the conditions stated in the no-action
letter.
REASON FOR PROPOSAL. If approved, the amendment would provide a more
equitable distribution of voting rights for certain votes than the
one-share, one-vote system currently in effect. The voting power of each
shareholder would be commensurate with the value of the shareholder's
dollar investment rather than with the number of shares held.
Under the current voting provisions, an investment in a fund with a lower
NAV may have significantly greater voting power than the same dollar amount
invested in a fund with a higher NAV. The table below shows each fund's net
asset value.
$1,000
NET ASSET VALUE INVESTMENT IN
Fund AS OF MARCH 31, TERMS OF SHARES
1997 ON MARCH 31,
1997

Equity Growth $
Fund

Mid Cap Fund $

Large Cap $
Fund

TechnoQuantTM
Growth Fund

Growth &
Income Fund

For example, FUND NAME II shareholders would have approximately ______%
greater voting power than FUND NAME I shareholders because at current NAVs,
a $1,000 investment in FUND NAME II would equal ___ shares whereas a $1,000
investment in FUND NAME I would equal _____ shares. Accordingly, a one
share, one-vote system may provide certain shareholders with a
disproportionate ability to affect the vote relative to shareholders of
other funds in the trust. If dollar-based voting had been in effect, each
shareholder would have had 1,000 voting shares. Their voting power would be
proportionate to their economic interest, which FMR believes is a more
equitable result, and which is the result with respect to a typical
corporation where each voting share generally has an equal market price.
On matters requiring trust-wide votes where all funds are required to
vote, shareholders who own shares with a lower NAV than other funds in the
trust would be giving other shareholders in the trust more voting "power"
than they currently have. Similarly, on matters affecting a fund as a
whole, where each class of the fund is required to vote separately on an
issue, shareholders who own shares of a class with a lower NAV than other
classes in the funds would be giving the shareholders of the other classes
more voting "power" than they currently have. On matters affecting only one
fund, only shareholders of that fund vote on the issue and on matters
affecting only one class, only shareholders of that class vote on the
issue. In these instances, under both the current Declaration of Trust and
an amended Declaration of Trust, all shareholders of the fund or class
would have the same voting rights, since the NAV is the same for all shares
in a single fund or class.
AMENDMENT TO THE DECLARATION OF TRUST. Article VIII, Section 1 sets forth
the method of calculating voting rights for all shareholder votes for the
trust. If approved, Article VIII, Section 1 will be amended as follows
(material to be added is underlined and material to be deleted is
[bracketed]):
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
Section 1. The Shareholders shall have power to vote... On any matter
submitted to a vote of the Shareholders, all Shares shall be voted by
individual Series, except (i) when required by the 1940 Act, Shares shall
be voted in the aggregate and not by individual Series; and (ii) when the
Trustees have determined that the matter affects only the interests of one
or more Series, then only the Shareholders of such Series shall be entitled
to vote thereon. [Each whole Share shall be entitled to one vote to any
matter on which it is entitled to vote, and each fractional Share shall be
entitled to a proportionate fractional vote.] A Shareholder of each Series
shall be entitled to one vote for each dollar of net asset value (number of
Shares owned times net asset value per share) of such Series, on any matter
on which such Shareholder is entitled to vote and each fractional dollar
amount shall be entitled to a proportionate fractional vote. There shall be
no cumulative voting in the election of Trustees. Shares may be voted in
person or by proxy. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required or permitted by
law, this Declaration of Trust or any Bylaws of Trust to be taken by
Shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the trust and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the amended Declaration of Trust
will become effective immediately. If the proposal is not approved by the
shareholders of trust, the Declaration of Trust will remain unchanged.
4. TO AMEND THE DECLARATION OF TRUST REGARDING SHAREHOLDER NOTIFICATION OF
APPOINTMENT OF TRUSTEES.
The trust's Declaration of Trust provides that in the case of a vacancy on
the Board of Trustees, the remaining Trustees shall fill the vacancy by
appointing a person they, in their discretion, see fit, consistent with the
limitations of the 1940 Act. Section 16 of the 1940 Act states that a
vacancy may be filled by the Trustees, if after filling the vacancy, at
least two-thirds of the Trustees then holding office were elected by the
holders of the outstanding voting securities of the trust. It also states
that if at any time less than 50% of the Trustees were elected by
shareholders, a shareholder meeting must be called within 60 days for the
purposes of electing Trustees to fill the existing vacancies.
The Declaration of Trust currently requires that within three months of a
Trustee appointment, notification of such be mailed to each shareholder of
the trust. Trustees may appoint a Trustee in anticipation of a current
Trustee's retirement or resignation, or in the event of an increase in the
number of Trustees. The current Declaration of Trust also requires
shareholder notification within three months of such an appointment.
The Trustees recommend that shareholders of the trust vote to eliminate
the notification requirement from the trust's Declaration of Trust. The
language to be deleted from the Declaration of Trust is [bracketed].
ARTICLE IV
THE TRUSTEES
RESIGNATION AND APPOINTMENT OF TRUSTEES
Section 4. In case of the declination, death, resignation, retirement,
removal, incapacity, or inability of any of the Trustees, or in case a
vacancy shall, by reason of an increase in number, or for any other reason,
exist, the remaining Trustees shall fill such vacancy by appointing such
other person as they in their discretion shall see fit consistent with the
limitations under the Investment Company Act of 1940. Such appointment
shall be evidenced by a written instrument signed by a majority of the
Trustees in office or by recording in the records of the Trust, whereupon
the appointment shall take effect. [Within three months of such appointment
the Trustees shall cause notice of such appointment to be mailed to each
Shareholder at his address as recorded on the books of the Trust.] An
appointment of a Trustee may be made by the Trustees then in office [and
notice thereof mailed to Shareholders as aforesaid] in anticipation of a
vacancy to occur by reason of retirement, resignation or increase in number
of Trustees effective at a later date, provided that said appointment shall
become effective only at or after the effective date of said retirement,
resignation or increase in number of Trustees. As soon as any Trustee so
appointed shall have accepted this trust, the trust estate shall vest in
the new Trustee or Trustees, together with the continuing Trustees, without
any further act or conveyance, and he shall be deemed a Trustee hereunder.
The power of appointment is subject to the provisions of Section 16(a) of
the 1940 Act.
Notifying a trust's shareholders in the event of an appointment of a
Trustee is not required by any federal or state law. Such notification to
all shareholders of a trust would be costly to the funds of the trust. If
the proposal is approved, shareholders will be notified of Trustee
appointments in the next financial report for the fund. Other than
eliminating the notification requirement, this proposal does not amend any
other aspect of Trustee resignation or appointment.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the trust and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the amended Declaration of Trust
will become effective immediately. If the proposal is not approved by the
shareholders of trust, the Declaration of Trust will remain unchanged.
5. TO AMEND THE DECLARATION OF TRUST TO PROVIDE EACH FUND WITH THE ABILITY
TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY WITH
SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES.
The Board of Trustees has approved, and recommends that shareholders of
the trust approve, a proposal to amend Article V, Section 1 of the
Declaration of Trust to clarify that the Trustees may authorize the
investment of all of a fund's assets in another open-end investment company
with substantially the same investment objective and policies ("Master
Feeder Fund Structure"). The purpose of a Master Feeder Fund Structure is
to achieve operational efficiencies by consolidating portfolio management
while maintaining different distribution and servicing structures. In order
to implement a Master Feeder Fund Structure, both the Declaration of Trust
and the funds' policies must permit the structure. Currently, Equity Growth
Fund's policies do not allow for such investments. Proposal 7 on page __
seeks the approval of Equity Growth Fund's shareholders to adopt a
fundamental investment policy to permit investment in another open-end
investment company. This proposal, which amends the Declaration of Trust,
clarifies the Board's ability to implement the Master Feeder Fund Structure
if a fund's policies permit it.
BACKGROUND. A number of mutual funds have developed so called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single pooled investment, or "master" fund. For
example, an institutional equity fund with a high initial minimum
investment amount for large investors might pool its investments with an
equity fund with low minimums designed for retail investors. This structure
allows several Feeder Funds with substantially the same objective but
different distribution and servicing features to combine their investments
and manage them as one Master Fund instead of managing them separately. The
Feeder Funds combine their investments by investing all of their assets in
one Master Fund. (Each Feeder Fund invested in a single Master Fund retains
its own characteristics, but is able to achieve operational efficiencies by
investing together with the other Feeder Funds in the Master Feeder Fund
Structure.) The current Declaration of Trust does not specifically provide
the Trustees the ability to authorize the Master Feeder Fund Structure.
REASON FOR THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take maximum advantage of potential
efficiencies. While neither FMR nor the Trustees has determined that a fund
should invest in a Master Fund, the Trustees believe it could be in the
best interest of each fund to adopt such a structure at a future date. If
this proposal is approved, the Declaration of Trust amendment would provide
the Trustees with the power to authorize a fund to invest all of its assets
in a single open-end investment company. The Trustees will authorize such a
transaction only if a Master Feeder Fund Structure is permitted under the
fund's investment policies (see Proposal 6), if they determine that a
Master Feeder Fund Structure is in the best interest of a fund, and if,
upon advice of counsel, they determine that the investment will not have
material adverse tax consequences to each fund or its shareholders. The
Trustees will specifically consider the impact, if any, on fees paid by the
fund as a result of adopting a Master Feeder Fund Structure. Although the
current Declaration of Trust does not contain any explicit prohibition
against implementing a Master Feeder Fund Structure, the specific authority
is being sought in the event the Trustees deem it appropriate to adopt a
Master Feeder Fund Structure in the future.
AMENDMENT TO THE DECLARATION OF TRUST. If the proposal is approved,
Article V, Section 1 of the Declaration of Trust will be amended as
follows: (material to be added is underlined):
"Subject to any applicable limitation in the Declaration of Trust or the
Bylaws of the Trust, the Trustees shall have the power and authority:
(t) Notwithstanding any other provision hereof, to invest all of the
assets of any series in a single open-end investment company, including
investment by means of transfer of such assets in exchange for an interest
or interests in such investment company;"
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the trust and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the amended Declaration of Trust
will become effective immediately. If the proposal is not approved by the
shareholders of trust, of the Declaration of Trust will remain unchanged.
6. TO AMEND THE BYLAWS OF THE TRUST TO REQUIRE ONLY TRUSTEE APPROVAL OF
CHANGES TO THE BYLAWS.
The Board of Trustees has approved, and recommends that shareholders of
the trust approve, a proposal to amend the Bylaws of the trust to allow the
Trustees to approve any changes to the Bylaws without seeking shareholder
approval. Currently, shareholder approval is required to amend certain
provisions of the trust's Bylaws. If the shareholders vote in favor of this
proposal, the Trustees intend to adopt bylaws that are standard for most
Fidelity funds. See Exhibit ___ beginning on page __ for the standard
Bylaws.
In the past, certain state securities authorities required that various
operational and investment restrictions be included in a charter or Bylaw
provision amendable only by shareholder vote. These state securities
requirements have been eliminated. The Trustees believe that the funds will
be able to respond to changing conditions more rapidly, and without the
expense of a special shareholder meeting, if the Trustees have the power to
amend the Bylaws without shareholder approval.
Current Article X of the trust's Bylaws allows amendments to the Bylaws by
majority vote of the Trustees, provided, however, that any amendment which
changes or affects the provisions of Articles VII, X, or XII must be
approved by vote of a majority of the outstanding shares of the trust
entitled to vote. The proposed amendment to Article X eliminates the
requirement for a shareholder vote to amend Articles VII, X, and XII.
Current Article VII contains provisions which are to be included in any
contract between the trust and a custodian, provisions governing
termination of custodian agreements and the appointment of successors or
custodians, and provisions governing sub-custodian arrangements. The 1940
Act, and the rules and regulations thereunder, impose various requirements
with respect to custodians for registered investment companies. These
requirements apply to the trust regardless of whether they are set forth in
the Bylaws. The Trustees believe that it would be in the best interests of
the trust and its shareholders for the Trustees to have the authority to
amend or delete any provisions in the trust's custodian contracts as they
deem necessary, consistent with the 1940 Act, in order to maintain maximum
flexibility in the operation of the funds.
Current Article XII requires that the Trustees, at least semiannually,
submit to shareholders a written financial report of the transactions of
the funds including financial statements which must be certified by
independent public accountants, at least annually. These requirements
currently are contained in rules promulgated under the 1940 Act and,
therefore, permit the Trustees to furnish more limited financial statements
if such rules are modified, or if permitted by order of the SEC.
AMENDMENT TO THE BYLAWS. If the proposal is approved, Article X of the
trust's Bylaws will be amended as follows: (material to be deleted is
[bracketed]):
"ARTICLE X
Amendments
These By-laws may be amended at any meeting of the Trustees of the Trust
by a majority vote[; provided, however, that any amendment which changes or
affects the provisions of Article VII, Article X, or Article XII shall be
approved by vote of a majority of the outstanding shares of the Trust
entitled to vote]."
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the trust and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the Trustees will adopt the
standard Fidelity bylaws. If the proposal is not approved by shareholders
of the trust, the Bylaws will remain unchanged.
7. TO ADOPT A NEW FUNDAMENTAL INVESTMENT POLICY FOR EQUITY GROWTH FUND
PERMITTING EQUITY GROWTH FUND TO INVEST ALL OF ITS ASSETS IN ANOTHER
OPEN-END INVESTMENT COMPANY WITH SUBSTANTIALLY THE SAME INVESTMENT
OBJECTIVE AND POLICIES.
The Board of Trustees has approved, and recommends that shareholders of
Equity Growth Fund approve, the adoption of a new fundamental investment
policy that would permit the fund to invest all of its assets in another
open-end investment company with substantially the same investment
objective and policies ("Master Feeder Fund Structure"). The purpose of the
Master Feeder Fund Structure would be to achieve operational efficiencies
by consolidating portfolio management while maintaining different
distribution and servicing structures.
BACKGROUND. A number of mutual funds have developed so called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single "master" fund. In order to implement a
Master Feeder Fund Structure, an amendment to the Declaration of Trust is
proposed, as is the adoption of a new fundamental investment policy.
Proposal 5 proposes to amend the Declaration of Trust to allow the Trustees
to authorize the conversion to a Master Feeder Fund Structure when
permitted by the fund's policies. This proposal would add a fundamental
policy for the fund that permits a Master Feeder Fund Structure.
REASON FOR THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take advantage of potential
efficiencies. While neither the Board nor FMR has determined that the fund
should invest in a Master Fund, the Trustees believe it could be in the
best interests of the fund to adopt such a structure at a future date.
At present, certain of the fund's fundamental investment policies and
limitations would prevent the fund from investing all of its assets in
another investment company, and would require a vote of shareholders before
such a structure could be adopted. To avoid the costs associated with a
subsequent shareholder meeting, the Trustees recommend that shareholders
vote to permit the fund's assets to be invested in a single Master Fund,
without a further vote of shareholders. The Trustees will authorize such an
investment only if they determine that action to be in the best interests
of the fund and its shareholders and if, upon advice of counsel, they
determine that the investment will not have material adverse consequences
on the fund. Approval of Proposal 5 provides the Trustees with explicit
authority to approve a Master Feeder Fund Structure. If shareholders
approve this proposal, certain fundamental and non-fundamental policies and
limitations of the fund that currently prohibit investment in shares of one
investment company would not apply to permit the investment in a Master
Fund managed by FMR or its affiliates or successor. These policies include
Equity Growth Fund's limitations on investing more than 5% of assets in a
single issuer or more than 25% of assets in a single industry, purchasing
more than 10% of the securities of a single issuer, underwriting
securities, investing more than 5% of the fund's total assets in the
securities of newly-formed issuers and purchasing the securities of other
investment companies.
DISCUSSION. FMR may manage a number of mutual funds with similar
investment objectives, policies, and limitations but with different
features and services (Comparable Funds). Were these Comparable Funds to
pool their assets, operational efficiencies could be achieved, offering the
opportunity to reduce costs. Similarly, FMR anticipates that a Master
Feeder Fund Structure would facilitate the introduction of new Fidelity
mutual funds, increasing the investment options available to shareholders.
Equity Growth Fund's method of operation and shareholder services would
not be materially affected by its investment in a Master Fund, except that
the assets of the fund would be managed as part of a larger pool. Were the
fund to invest all of its assets in a Master Fund, it would hold only a
single investment security, and the Master Fund would directly invest in
individual securities pursuant to its investment objective. The Master Fund
would be managed by FMR or an affiliate, such as FMR Texas, Inc. in the
case of a money market fund. The Trustees would retain the right to
withdraw the fund's investments from a Master Fund at any time and would do
so if the Master Fund's investment objective and policies were no longer
appropriate for the fund. The fund would then resume investing directly in
individual securities as it does currently. Whenever a Feeder Fund is asked
to vote at a shareholder meeting of the Master Fund, the Feeder Fund will
hold a meeting of its shareholders if required by applicable law or the
Feeder Fund's policies to vote on the matters to be considered at the
Master Fund shareholder meeting. The fund will cast its votes at the Master
Fund meeting in the same proportion as the fund's shareholders voted at
their meeting.
At present, the Trustees have not considered any specific proposal to
authorize pooling of assets. The Trustees will authorize investing the
fund's assets in a Master Fund only if they determine that pooling is in
the best interests of the fund and if, upon advice of counsel, they
determine that the investment will not have material adverse tax
consequences to the fund or its shareholders. In determining whether to
invest in a Master Fund, the Trustees will consider, among other things,
the opportunity to reduce costs and to achieve operational efficiencies.
The Trustees will not authorize investment in a Master Fund if doing so
would materially increase costs (including fees) to shareholders.
FMR may benefit from the use of a Master Feeder Fund Structure if overall
assets under management are increased (since FMR's fees are based on
assets). Also, FMR's expenses of providing investment and other services to
Equity Growth Fund may be reduced. If the fund's investment in a Master
Fund were to reduce FMR's expenses materially, the Trustees would consider
whether a reduction in FMR's management fee would be appropriate if and
when a Master Feeder Fund Structure is implemented.
PROPOSED FUNDAMENTAL POLICY. To allow the fund to invest in a Master Fund
at a future date, the Trustees recommend that Equity Growth Fund adopt the
following fundamental policy:
"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."
If the proposal is adopted, the Trustees intend to adopt a non-fundamental
investment limitation for Equity Growth Fund which states:
"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."
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit Equity Growth Fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the fundamental
limitation will become effective immediately. If the proposal is not
approved by the shareholders of the fund, the fund's current fundamental
investment policies will remain unchanged with respect to potential
investment in Master Funds.
8. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR EQUITY GROWTH FUND.
The Trustees recommend that the shareholders of Equity Growth approve
amendments to the fund's management contract with Fidelity Management &
Research Company (FMR) (the Amended Contract). The Amended Contract would
lower two components of the management fee FMR receives from the fund.
First, the individual fund fee rate would be reduced from .33% to .30% of
the fund's average daily net assets, resulting in a net decrease of .03%.
Second, the Amended Contract modifies the management fee that FMR receives
from the fund to provide for lower fees when FMR's assets under management
exceed certain levels. THE AMENDED CONTRACT WILL RESULT IN A MANAGEMENT FEE
THAT IS LOWER THAN THE FEE PAYABLE UNDER THE PRESENT MANAGEMENT CONTRACT
(THE PRESENT CONTRACT). The proposed .03% reduction in the individual fund
fee rate was voluntarily adopted by FMR on August 1, 1994. (For
information on FMR, see the section entitled "Activities and Management of
FMR" on page __.)
PROPOSED AMENDMENTS TO THE PRESENT MANAGEMENT CONTRACT. A copy of the form
of the Amended Contract, marked to indicate the proposed amendments, is
supplied as Exhibit 1 on page __. Except for the modifications discussed
above, it is substantially identical to the Present Contract. (For a
detailed discussion of the fund's Present Contract, refer to the section
entitled "Present Management Contract" beginning on page __.) If approved
by shareholders, the Amended Contract will take effect on August 1, 1997
(or, if later, the first day of the first month following approval) and
will remain in effect through July 31, 1998 and thereafter, but only as
long as its continuance is approved at least annually by (i) the vote, cast
in person at a meeting called for the purpose, of a majority of those
Trustees who are not "interested persons" of the trust or FMR (the
Independent Trustees) and (ii) the vote of either a majority of the
Trustees or by the vote of a majority of the outstanding shares of the
fund. If the Amended Contract is not approved, the Present Contract will
continue in effect through July 31, 1997, and thereafter only as long as
its continuance is approved at least annually as above. (A copy of the
Form of the Proposed Management Contract is attached to this proxy
statement as Exhibit 1).
The management fee is an annual percentage of the fund's average net
assets (the management fee rate), calculated and paid monthly. The
management fee rate is the sum of two components: a fixed Individual Fund
Fee Rate, and a Group Fee Rate, which varies according to assets under
management by FMR. The Amended Contract modifies the Individual Fund Fee
Rate by reducing such fee from .33% of the fund's average daily net assets
to .30% of the fund's average daily net assets. The Amended Contract also
modifies the Group Fee Rate by providing for lower fee rates if FMR's
assets under management remain above $138 billion.
MODIFICATION TO INDIVIDUAL FUND FEE RATE. The Amended Contract would
decrease the fund's Individual Fund Fee Rate from .33% to .30% of the
fund's average daily net assets, matching Fidelity's standard rate for
growth funds. The proposed reduction in the fund's Individual Fund Fee Rate
was voluntarily adopted by FMR on August 1, 1994. The proposed reduction in
the fund's Individual Fund Fee Rate and the proposed modification to the
Group Fee Rate would make the fund's management fee consistent with that of
other funds advised by FMR with comparable investment disciplines.
MODIFICATION TO GROUP FEE RATE. The Amended Contract adds additional
"breakpoints" to the Group Fee Rate schedule. The additional breakpoints
will result in Group Fee Rates that are equal to or lower than current
rates. The Group Fee Rate varies based upon the monthly average of the
aggregate net assets of all registered investment companies having
management contracts with FMR (assets under management by FMR). For
example, as assets under management by FMR increase, the Group Fee Rate
declines. The Amended Contract would not change the group fee calculation
for assets under management by FMR of $138 billion or less. Above $138
billion in assets under FMR's management, the Group Fee Rate declines under
the Amended Contract, but not under the Present Contract. However, Group
Fee Rates that are lower than those contained in the fund's Present
Contract have been voluntarily implemented by FMR on August 1, 1994 and
January 1, 1996.
The Group Fee Rate is calculated according to a graduated schedule
providing for different rates for different levels of assets under
management by FMR. The rate at which the Group Fee Rate declines is
determined by fee "breakpoints" that provide for lower fee rates when
assets increase. The Amended Contract adds twelve new fee breakpoints for
assets under FMR's management above $138 billion as illustrated in the
following table. (For an explanation of how the Group Fee Rate is used to
calculate the management fee, see the section entitled "Present Management
Contract" beginning on page ___.)
GROUP FEE RATE BREAKPOINTS
PRESENT CONTRACT AMENDED CONTRACT

Average Present Average Amended
Group Contract* Group Contract
Assets Assets
($ billions) ($ billions)

Over 102 .3100% 102 - 138 .3100%

138 - 174 .3050%

174 - 210 .3000%

210 - 246 .2950%

246 - 282 .2900%

282 - 318 .2850%

318 - 354 .2800%

354 - 390 .2750%

390 - 426 .2700%

426 - 462 .2650%

462 - 498 .2600%

498 - 534 .2550%

Over 534 .2500%

The result at various levels of group net assets is illustrated by the
table below.
EFFECTIVE ANNUAL GROUP FEE RATES
Group Net Present Amended
Assets Contract* Contract
($ billions)

150 .3375% .3371%

200 .3306% .3284%

250 .3265% .3219%

300 .3238% .3163%

350 .3218% .3113%

400 .3203% .3067%

450 .3192% .3024%

500 .3183% .2982%

550 .3175% .2942%

* Does not reflect voluntary adoption of extended group fee rate schedules
by FMR on January 1, 1992, November 1, 1993, August 1, 1994 and January 1,
1996.
Assets under FMR's management for March 1997 were approximately $___
billion.
COMPARISON OF MANAGEMENT FEES. For March 1997, average assets under
management by FMR were $___ billion. The fund's management fee rate under
the Amended Contract would have been __%, compared to __% under the Present
Contract. The management fee rate will decline under the Amended Contract.
In particular, the Individual Fund Fee Rate will decrease by .03% of the
fund's average daily net assets. The Group Fee Rate will remain the same
under the Amended Contract as under the Present Contract until assets under
FMR's management exceed $138 billion, at which point the Group Fee Rate
under the Amended Contract begins to decline relative to the Present
Contract, resulting in a further reduction in the management fee rate
beyond that attributable to the reduction in the Individual Fund Fee Rate.
The following chart compares the fund's management fee under the terms of
the Present Contract for the fiscal year ended November 30, 1996 to the
management fee the fund would have incurred if the Amended Contract had
been in effect.
Present Contract Amended Contract

Management Management Percentage

Fee* Fee Difference

$ 23,411,356 $ 23,369,225 (0.18%)

(medium solid bullet) Does not reflect voluntary adoption of the reduction
in the Individual Fund Fee rate on August 1, 1994, nor voluntary adoption
of extended Group Fee Rate schedules by FMR on August 1, 1994 and January
1, 1996.
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve as
Trustees are referred to herein as the "Fidelity funds." The Board of
Trustees meets eleven times a year. The Board of Trustees, including the
Independent Trustees, believe that matters bearing on the appropriateness
of the fund's management fees are considered at most, if not all, of their
meetings. While the full Board of Trustees or the Independent Trustees, as
appropriate, act on all major matters, a significant portion of the
activities of the Board of Trustees (including certain of those described
herein) are conducted through committees. The Independent Trustees meet
frequently in executive session and are advised by independent legal
counsel selected by the Independent Trustees.
The Amended Contract was approved by the Board of Trustees of the fund,
including all of the Independent Trustees on December 19, 1996. The Board
of Trustees, including all of the Independent Trustees of the fund,
considered and approved the modifications to the Individual Fund Fee Rate
on July 14, 1994, and the modifications to the Group Fee Rate schedule
during the two month periods from November to December 1995 and June to
July 1994. The Board of Trustees received materials relating to the
Amended Contract in advance of the meeting at which the Amended Contract
was considered, and had the opportunity to ask questions and request
further information in connection with such consideration.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with their
monthly meetings Trustees receive materials specifically relating to the
Amended Contract. These materials include: (i) information on the
investment performance of the fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption data
in respect of the fund, (iii) the economic outlook and the general
investment outlook in the markets in which the fund invests, and (iv)
notable changes in the fund's investments. The Board of Trustees and the
Independent Trustees also consider periodically other material facts such
as (1) FMR's financial results and condition, (2) arrangements in respect
of the distribution of the fund's shares, (3) the procedures employed to
determine the value of the fund's assets, (4) the allocation of the fund's
brokerage, if any, including allocations to brokers affiliated with FMR and
the use of "soft" commission dollars to pay fund expenses and to pay for
research and execution services, (5) FMR's management of the relationships
with the fund's custodian and subcustodians, (6) the resources devoted to
and the record of compliance with the fund's investment policies and
restrictions and with policies on personal securities transactions, and (7)
the nature, cost and quality of non-investment management services provided
by FMR and its affiliates.
In response to questions raised by the Independent Trustees, additional
information was furnished by FMR including, among other items, information
on and analysis of (a) the overall organization of FMR, (b) the impact of
performance adjustments to management fees, (c) the choice of performance
indices and benchmarks, (d) the composition of peer groups of funds, (e)
transfer agency and bookkeeping fees paid to affiliates of FMR, (f)
investment performance, (g) investment management staffing, (h) the
potential for achieving further economies of scale, (i) operating expenses
paid to third parties, and (j) the information furnished to investors,
including the fund's shareholders.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as all-important or
controlling, and the following summary does not detail all of the matters
considered. Matters considered by the Board of Trustees and the
Independent Trustees in connection with their approval of the Amended
Contract include the following:
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within its
investment objective and its record of compliance with its investment
restrictions. They also reviewed monthly the fund's investment performance
as well as the performance of a peer group of mutual funds, and the
performance of an appropriate index or combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees annually review the background of the fund's portfolio manager,
and the fund's investment objective and discipline. The Independent
Trustees have also had discussions with senior management of FMR
responsible for investment operations, and the senior management of
Fidelity's equity group. Among other things they considered the size,
education and experience of FMR's investment staff, its use of technology,
and FMR's approach to recruiting, training and retaining portfolio managers
and other research, advisory and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent of
administrative and shareholder services performed by FMR and affiliated
companies, both under the Amended Contract and under separate agreements
covering transfer agency functions and pricing, bookkeeping and securities
lending services, if any. The Board of Trustees and the Independent
Trustees have also considered the nature and extent of FMR's supervision of
third party service providers, principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees considered
the fund's expense ratio and expense ratios of a peer group of funds. They
also considered the amount and nature of fees paid by shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of the
Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent Trustees
have concluded that the cost allocation methodology employed by FMR has a
reasonable basis and is appropriate in light of all of the circumstances.
They considered the profits realized by FMR in connection with the
operation of the fund and whether the amount of profit is a fair
entrepreneurial profit for the management of the fund. They also considered
the profits realized from non-fund businesses which may benefit from or be
related to the fund's business. The Board of Trustees and the Independent
Trustees also considered FMR's profit margins in comparison with available
industry data, both accounting for and ignoring marketing expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent Trustees
considered whether there have been economies of scale in respect of the
management of the Fidelity funds, whether the Fidelity funds (including the
fund) have appropriately benefitted from any economies of scale, and
whether there is potential for realization of any further economies of
scale. The Board of Trustees and the Independent Trustees have concluded
that FMR's mutual fund business presents some limited opportunities to
realize economies of scale and that these economies are being shared
between fund shareholders and FMR in an appropriate manner. The Independent
Trustees have also concluded that the existing group fee structure should
be continued but determined that it would be appropriate to extend the
group fee structure as proposed herein.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent Trustees
also considered the character and amount of fees paid by the fund and the
fund's shareholders for services provided by FMR and its affiliates,
including fees for services like transfer agency, fund accounting and
direct shareholder services. They also considered the allocation of fund
brokerage to brokers affiliated with FMR and the receipt of sales loads and
payments under Rule 12b-1 plans in respect of certain of the Fidelity
funds. The Board of Trustees and the Independent Trustees also considered
the revenues and profitability of FMR businesses other than its mutual fund
business, including FMR's retail brokerage, correspondent brokerage,
capital markets, trust, investment advisory, pension record keeping, credit
card, insurance, publishing, real estate, international research and
investment funds, and others. The Board of Trustees and the Independent
Trustees considered the intangible benefits that accrue to FMR and its
affiliates by virtue of their relationship with the fund.
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund that
is part of a large family of funds offering a variety of investment
disciplines and providing for a large variety of fund and shareholder
services.
CONCLUSION. Based on their evaluation of all material factors and
assisted by the advice of independent counsel, the Trustees concluded (i)
that the existing management fee structure is fair and reasonable and (ii)
that the proposed modifications to the management fee rates, that is the
reduction of the Individual Fund Fee Rate and the extension of the Group
Fee Rate schedule, are in the best interest of the fund's shareholders. The
Board of Trustees, including the Independent Trustees, voted to approve the
submission of the Amended Contract to shareholders of the fund and
recommends that shareholders of the fund vote FOR the Amended Contract.
9. TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH FMR FAR EAST FOR EQUITY
GROWTH FUND.
In conjunction with its portfolio management responsibilities on behalf of
Equity Growth Fund, FMR has entered into sub-advisory agreements with
affiliates whose offices are geographically dispersed around the world. To
strengthen and coordinate these relationships, the Board of Trustees
proposes that shareholders of the fund approve a new sub-advisory agreement
(the Proposed Agreement) between FMR Far East and FMR on behalf of the fund
to replace FMR's existing agreement with FMR Far East. The Proposed
Agreement would allow FMR not only to receive investment advice and
research services from FMR Far East, but also would permit FMR to grant FMR
Far East investment management authority if FMR believes it would be
beneficial to the fund and its shareholders. Because FMR pays all of FMR
Far East's fees, the Proposed Agreement would not affect the fees paid by
the fund to FMR.
In [insert month/yr], the Board of Trustees agreed to submit the Proposed
Agreement to shareholders of the fund pursuant to a unanimous vote of both
the full Board of Trustees and those Trustees who were not "interested
persons" of the trust or FMR. FMR provided substantial information to the
Trustees to assist them in their deliberations. The Trustees determined
that allowing FMR to grant investment management authority to FMR Far East
would provide FMR increased flexibility in the assignment of portfolio
managers and give the fund access to managers located abroad who may have
more specialized expertise with respect to local companies and markets.
The Proposed Agreement also includes a discussion of FMR Far East's ability
to use brokers and dealers to execute portfolio transactions.
Additionally, the Trustees believe that the fund and its shareholders may
benefit from giving FMR, through FMR Far East, the ability to execute
portfolio transactions from points in the Far East that are physically
closer to foreign issuers and the primary markets in which their securities
are traded. Increasing FMR's proximity to foreign markets should enable the
fund to participate more readily in full trading sessions on foreign
exchanges, and to react more quickly to changing market conditions.
If approved by shareholders, the Proposed Agreement will replace the
sub-advisory agreement currently in effect with FMR Far East with respect
to the fund (the Current Agreement). The Current Agreement, dated December
1, 1990, was approved by the fund's shareholders on November 14, 1990. A
copy of the Proposed Agreement is attached to this proxy statement as
Exhibit __.
FMR Far East, with its principal office in Tokyo, Japan is a wholly-owned
subsidiary of FMR established in 1986 to provide investment research to FMR
with respect to foreign securities. This research complements other
research on foreign securities produced by FMR's U.S.-based research
analysts and portfolio managers, or obtained from broker-dealers or other
sources.
FMR Far East may also provide investment advisory services to FMR with
respect to other investment companies for which FMR serves as investment
adviser, and to other clients. Currently, FMR Far East's only client other
than FMR is Fidelity International Limited (FIL), an affiliate of FMR
organized under the laws of Bermuda. FIL provides investment advisory
services to non-U.S. investment companies and institutional investors
investing in securities of issuers throughout the world. Edward C. Johnson
3d, President and a Trustee of the trust, is Chairman and a Director of FMR
Far East, Chairman, and a Director of FIL, and a principal stockholder of
both FIL and FMR. For more information on FMR Far East, see the section
entitled "Activities and Management of FMR U.K. and FMR Far East" on page
__.
Under the Current Agreement, FMR Far East acts as an investment consultant
to FMR and supplies FMR with investment research information and portfolio
management advice as FMR reasonably requests on behalf of the fund. FMR Far
East provides investment advice and research services with respect to
issuers located outside of the United States, focusing primarily on
companies based in the Far East. Under the Current Agreement with FMR Far
East, FMR, NOT THE FUND, pays FMR Far East's fee equal to 105% of its costs
incurred in connection with the agreement.
For the fiscal year ended November 30, 1996, FMR paid FMR Far East $49,497
on behalf of the fund. Fees paid to the sub-adviser are not reduced to
reflect expense reimbursements or fee waivers by FMR, if any, in effect
from time to time.
Although FMR employees are expected to consult regularly with FMR Far
East, under the Current Agreement, FMR Far East has no authority to make
investment decisions on behalf of the fund. Under the Proposed Agreement,
FMR would continue to receive investment advice from FMR Far East, but it
could also grant investment management authority to FMR Far East with
respect to all or a portion of the fund's assets. If FMR Far East were to
exercise investment management authority on behalf of the fund, it would be
required, subject to the supervision of FMR, to direct the investments of
the fund in accordance with the fund's investment objective, policies, and
limitations as provided in the fund's Prospectus or other governing
instruments and such other limitations as the fund may impose by notice in
writing to FMR or FMR Far East. If FMR grants investment management
authority to FMR Far East with respect to all or a portion of the fund's
assets, FMR Far East would be authorized to buy or sell stocks, bonds, and
other securities for the fund subject to the overall supervision of FMR and
the Board of Trustees. In addition, the Proposed Agreement would authorize
FMR to delegate other investment management services to FMR Far East,
including, but not limited to, currency management services (including
buying and selling currency options and entering into currency forward and
futures contracts on behalf of the fund), other transactions in futures
contracts and options, and borrowing or lending portfolio securities. If
any of these investment management services were delegated, FMR Far East
would continue to be subject to the control and direction of FMR and the
Board of Trustees and to be bound by the investment objective, policies,
and limitations of the fund.
THE PROPOSED AGREEMENT WOULD NOT INCREASE THE FEES PAID TO FMR BY THE
FUND. The fees paid by FMR to FMR Far East for investment advice as
described above would remain unchanged. However, to the extent that FMR
granted investment management authority to FMR Far East, FMR would pay FMR
Far East 50% of its monthly management fee with respect to the average net
assets managed on a discretionary basis by FMR Far East for investment
management and portfolio execution services.
If approved by shareholders, the Proposed Agreement would take effect on
August 1, 1997 (or, if later, the first day of the first month following
approval) and would continue in force until July 31, 1998 and from year to
year thereafter, but only as long as its continuance was approved at least
annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of those Trustees who are not "interested persons"
of the trust or FMR and (ii) the vote of either a majority of the Trustees
or by the vote of a majority of the outstanding shares of the fund.
The Proposed Agreement could be transferred to a successor of FMR Far East
without resulting in its termination and without shareholder approval, as
long as the transfer did not constitute an assignment under applicable
securities regulations. The Proposed Agreement would be terminable on 60
days' written notice by either party to the agreement and the Proposed
Agreement would terminate automatically in the event of its assignment.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit Equity Growth Fund and its shareholders. The Trustees recommend
voting FOR the proposal. If the Proposed Agreement is not approved, FMR's
Current Agreement on behalf of the fund will continue in effect.
10. TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH FMR U.K. FOR EQUITY GROWTH
FUND.
In conjunction with its portfolio management responsibilities on behalf of
Equity Growth Fund, FMR has entered into sub-advisory agreements with
affiliates whose offices are geographically dispersed around the world. To
strengthen and coordinate these relationships, the Board of Trustees
proposes that shareholders of the fund approve a new sub-advisory agreement
(the Proposed Agreement) between FMR U.K. and FMR on behalf of the fund to
replace FMR's existing agreement with FMR U.K.. The Proposed Agreement
would allow FMR not only to receive investment advice and research services
from FMR U.K., but also would permit FMR to grant FMR U.K. investment
management authority if FMR believes it would be beneficial to the fund and
its shareholders. Because FMR pays all of FMR U.K.'s fees, the Proposed
Agreement would not affect the fees paid by the fund to FMR.
In [insert month/yr], the Board of Trustees agreed to submit the Proposed
Agreement to shareholders of the fund pursuant to a unanimous vote of both
the full Board of Trustees and those Trustees who were not "interested
persons" of the trust or FMR. FMR provided substantial information to the
Trustees to assist them in their deliberations. The Trustees determined
that allowing FMR to grant investment management authority to FMR U.K.
would provide FMR increased flexibility in the assignment of portfolio
managers and give the fund access to managers located abroad who may have
more specialized expertise with respect to local companies and markets.
The Proposed Agreement also includes a discussion of FMR U.K.'s ability to
use brokers and dealers to execute portfolio transactions. Additionally,
the Trustees believe that the fund and its shareholders may benefit from
giving FMR, through FMR U.K., the ability to execute portfolio transactions
from points in Europe that are physically closer to foreign issuers and the
primary markets in which their securities are traded. Increasing FMR's
proximity to foreign markets should enable the fund to participate more
readily in full trading sessions on foreign exchanges, and to react more
quickly to changing market conditions.
If approved by shareholders, the Proposed Agreement will replace the
sub-advisory agreement currently in effect with FMR U.K. with respect to
the fund (the Current Agreement). The Current Agreement, December 1, 1990,
was approved by the fund's shareholders on November 14, 1990. A copy of the
Proposed Agreement is attached to this proxy statement as Exhibit __.
FMR U.K., with its principal office in London, England is a wholly-owned
subsidiary of FMR established in 1986 to provide investment research to FMR
with respect to foreign securities. This research complements other
research on foreign securities produced by FMR's U.S.-based research
analysts and portfolio managers, or obtained from broker-dealers or other
sources.
FMR U.K. may also provide investment advisory services to FMR with respect
to other investment companies for which FMR serves as investment adviser,
and to other clients. Currently, FMR U.K.'s only client other than FMR is
Fidelity International Limited (FIL), an affiliate of FMR organized under
the laws of Bermuda. FIL provides investment advisory services to non-U.S.
investment companies and institutional investors investing in securities of
issuers throughout the world. Edward C. Johnson 3d, President and a Trustee
of the trust, is Chairman and a Director of FMR U.K., Chairman, and a
Director of FIL, and a principal stockholder of both FIL and FMR. For more
information on FMR U.K., see the section entitled "Activities and
Management of FMR U.K. and FMR Far East" on page __.
Under the Current Agreement, FMR U.K. acts as an investment consultant to
FMR and supplies FMR with investment research information and portfolio
management advice as FMR reasonably requests on behalf of the fund. FMR
U.K. provides investment advice and research services with respect to
issuers located outside of the United States, focusing primarily on
companies based in Europe. Under the Current Agreement with FMR U.K., FMR,
NOT THE FUND, pays FMR U.K.'s fee equal to 110% of its costs incurred in
connection with the agreement.
For the fiscal year ended November 30, 1996, FMR paid FMR U.K. $51,150 on
behalf of the fund. Fees paid to the sub-adviser are not reduced to reflect
expense reimbursements or fee waivers by FMR, if any, in effect from time
to time.
Although FMR employees are expected to consult regularly with FMR U.K.,
under the Current Agreement, FMR U.K. has no authority to make investment
decisions on behalf of the fund. Under the Proposed Agreement, FMR would
continue to receive investment advice from FMR U.K., but it could also
grant investment management authority to FMR U.K. with respect to all or a
portion of the fund's assets. If FMR U.K. were to exercise investment
management authority on behalf of the fund, it would be required, subject
to the supervision of FMR, to direct the investments of the fund in
accordance with the fund's investment objective, policies, and limitations
as provided in the fund's Prospectus or other governing instruments and
such other limitations as the fund may impose by notice in writing to FMR
or FMR U.K. If FMR grants investment management authority to FMR U.K. with
respect to all or a portion of the fund's assets, FMR U.K. would be
authorized to buy or sell stocks, bonds, and other securities for the fund
subject to the overall supervision of FMR and the Board of Trustees. In
addition, the Proposed Agreement would authorize FMR to delegate other
investment management services to FMR U.K., including, but not limited to,
currency management services (including buying and selling currency options
and entering into currency forward and futures contracts on behalf of the
fund), other transactions in futures contracts and options, and borrowing
or lending portfolio securities. If any of these investment management
services were delegated, FMR U.K. would continue to be subject to the
control and direction of FMR and the Board of Trustees and to be bound by
the investment objective, policies, and limitations of the fund.
THE PROPOSED AGREEMENT WOULD NOT INCREASE THE FEES PAID TO FMR BY THE
FUND. The fees paid by FMR to FMR U.K. for investment advice as described
above would remain unchanged. However, to the extent that FMR granted
investment management authority to FMR U.K., FMR would pay FMR U.K. 50% of
its monthly management fee with respect to the average net assets managed
on a discretionary basis by FMR U.K. for investment management and
portfolio execution services.
If approved by shareholders, the Proposed Agreement would take effect on
August 1, 1997 (or, if later, the first day of the first month following
approval) and would continue in force until July 31, 1998 and from year to
year thereafter, but only as long as its continuance was approved at least
annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of those Trustees who are not "interested persons"
of the trust or FMR and (ii) the vote of either a majority of the Trustees
or by the vote of a majority of the outstanding shares of the fund.
The Proposed Agreement could be transferred to a successor of FMR U.K.
without resulting in its termination and without shareholder approval, as
long as the transfer did not constitute an assignment under applicable
securities regulations. The Proposed Agreement would be terminable on 60
days' written notice by either party to the agreement and the Proposed
Agreement would terminate automatically in the event of its assignment.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit Equity Growth Fund and its shareholders. The Trustees recommend
voting FOR the proposal. If the Proposed Agreement is not approved, FMR's
Current Agreement on behalf of the fund will continue in effect.
11. TO AMEND THE CLASS T DISTRIBUTION AND SERVICE PLAN OF EQUITY GROWTH
FUND.
The Board of Trustees has approved, and recommends that Class T
shareholders approve, an amended Distribution and Service Plan for Class T
shares (the Amended Class T Plan). Rule 12b-1 (the Rule) under the
Investment Company Act of 1940 (the 1940 Act) provides that in order for a
mutual fund to act as a distributor of its shares, a written plan
"describing all material aspects of the proposed financing of distribution"
must be adopted by the fund.
A copy of the Amended Class T Plan is attached to this Proxy Statement as
Exhibit __.
THE CURRENT CLASS T PLAN. The current Class T Plan (the Current Class T
Plan) was adopted on September [10, 1992]. Under the Current Class T Plan ,
Class T of Equity Growth Fund may pay Fidelity Distributors Corporation
(FDC) a fee at an annual rate of up to 0.75% of its average daily net
assets. The determination of daily net assets is made at the close of
business each day throughout the month, but the net assets for purposes of
calculating the fee exclude assets attributable to shares purchased more
than 144 months (12 years) prior to such date. Class T shares begin
accruing time upon initial purchase into Class T. The Trustees have
approved a distribution fee for Class T of Equity Growth Fund at an annual
rate of 0.50% of its average net assets. For the fiscal year ended November
30, 1996, Class T of Equity Growth Fund paid $14,154,000 in distribution
fees to FDC, which amounted to 0.50% of its average net assets. FDC may
pay all or a portion of such fees to securities dealers or other investment
professionals as distribution or service fees. To the extent the fee is not
paid to investment professionals. FDC may use the fees for its expenses
incurred in the distribution of Class T shares. For the fiscal year ended
November 30, 1996, FDC paid, on behalf of Class T shares of Equity Growth
Fund, $_____ in distribution fees to National Financial Services
Corporation (NFSC), an affiliate of FMR Corp. NFSC passed [CONFIRM: 100%]
of these fees to investment professionals. FDC and NFSC are both
subsidiaries of FMR Corp. Members of Mr. Edward C. Johnson 3d's family are
the predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore, under
the 1940 Act may be deemed to form a controlling group with respect to FMR
Corp.
The Current Class T Plan also provides that to the extent that the fund's
payment of management fees to FMR might be considered to constitute
"indirect" financing of activities "primarily intended to result in the
sale of shares," such payment is expressly authorized.
Although the Current Class T Plan specifies that FMR and FDC may engage in
various distribution activities, it does not require them to perform any
specific type of distribution activity or to incur any specific level of
expense for such activities. FDC may retain any amounts received under the
Plan in excess of its expenditures.
THE AMENDED CLASS T PLAN. The Amended Class T Plan is identical to the
Current Class T Plan, except that shares held more than 144 months would no
longer be excluded when calculating the amount of the distribution fee.
When the Fidelity Advisor funds were first introduced in the mid-1980's,
the National Association of Securities Dealers, Inc. (NASD) Conduct Rules
set a limit on the amount of front-end sales charges which a fund could
impose. However, no similar limit existed for 12b-1 fees. The 144-month
limitation was an effort by FDC and the Board of Trustees to protect
shareholders against payment on a given amount of assets over an indefinite
period of time. The 144-month period was intended to result in a limit on
total distribution charges (front-end sales charges plus 12b-1 fees)
comparable to the front-end sales charge limit then imposed by the NASD.
In July 1993, the NASD amended its Conduct Rules to establish a combined
limit on mutual fund sales charges and 12b-1 fees. Like the 144-month
limitation, the NASD Rule restricts a mutual fund's total payment of 12b-1
fees. Under the NASD Rule, a mutual fund is subject to a limit on
aggregate payments of 7.25% of total new gross sales (6.25% if a service
fee is also imposed), plus interest. When the limit is reached, no further
sales charges may be paid by the mutual fund to the distributor, and no
further payments under the 12b-1 plan can be made, until the mutual fund
has further gross sales that result in an increased limit.
The NASD Rule has become the industry standard for restricting
distribution charges. Regardless of whether the proposal is approved, each
class is, and will continue to be, subject to the NASD Rule. The NASD Rule
addresses concerns similar to those that the 144-month limitation was
intended to address. However, the NASD Rule and the 144-month limitation
address these concerns in different ways. For example, using reasonable
sales, redemption and performance assumptions, there is a considerable
likelihood that many mutual funds may never reach the limit imposed by the
NASD Rule, because the limit is constantly increased by additional gross
sales. To the extent that this is true, if Class T of Equity Growth Fund
contains assets older than 144 months, it will pay more in 12b-1 fees if
the proposal is approved than it would pay under the Current Class T Plan.
If approved by shareholders, the Amended Class T Plan will continue in
effect as long as its continuance is specifically approved at least
annually by a majority of the Board of Trustees, including a majority of
the Trustees who are not "interested persons" of the trust and who have no
direct or indirect financial interest in the operation of the Plan or any
agreement related to the Plan (the non-interested Trustees), cast in person
at a meeting called for the purpose of voting on the Plan.
TRUSTEE CONSIDERATION. In determining to recommend the adoption of the
Amended Class T Plan, the trustees considered a variety of factors and were
advised by counsel who are not counsel to FMR or FDC. Implementation of the
Amended Class T Plan should assist in attracting investment professionals
for the sale of shares and thus increase the fund's asset base, which in
turn may prove beneficial to the fund and its shareholders by spreading
fixed costs over a larger asset base and making additional monies available
for investing. Positive cash flow affords portfolio management greater
ability to diversify investments and minimizes the need to sell securities
to meet redemptions. In addition, since each class is dependent primarily
on investment professionals for sales of its shares, the ongoing payment to
investment professionals who have sold shares (by reallowance of the
distribution fee) should provide incentives to offer better and continuous
services to current shareholders. Investment professionals also allow
investors access to investment alternatives to which they might otherwise
not have been exposed.
The Board recognizes that a higher level of fund assets benefits FMR by
increasing its management fee revenues. The Board believes that revenues
received by FMR contribute to its continuing ability to attract and retain
a high caliber of investment and other personnel and to develop and
implement new systems for providing services and information to
shareholders. The Board considers this to be an important benefit to the
fund.
CONCLUSION. The Board of Trustees recommends that Class T shareholders of
Equity Growth Fund vote FOR approval of the amendment to the Class T
Distribution and Service Plan. If Class T shareholders approve the Amended
Class T Plan, it will become effective the first day of the month following
shareholder approval. If the Amended Class T Plan is not approved by Class
T shareholders, the Current Class T Plan will remain in effect unchanged
for shares purchased into Class T.
12. TO AMEND EQUITY GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING DIVERSIFICATION.
Equity Growth Fund's current fundamental investment limitation concerning
diversification is as follows:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the Government of the United States,
its agencies or instrumentalities) if, as a result (a) more than 5% of the
fund's total assets (taken at current value) would be invested in the
securities of such issuer, or (b) the fund would hold more than 10% of the
voting securities of such issuer."
The Trustees recommend that the shareholders of Equity Growth Fund vote to
replace the fund's current fundamental investment limitation with the
following amended fundamental investment limitation governing
diversification:
"The fund may not, with respect to 75% of the fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer."
The proposed fundamental limitation concerning diversification is the
limitation imposed by the 1940 Act for diversified investment companies.
The amended fundamental diversification limitation differs from the current
limitation in one way. The amended fundamental limitation allows the fund,
with respect to 25% of its total assets, to invest more than 5% of its
total assets in the securities of each of one or more issuers and to hold
more than 10% of the voting securities of any issuer. The fund will
continue to be required to invest 75% of its total assets so that no more
than 5% of total assets are invested in any one issuer, and so that the
fund owns no more than 10% of the voting securities of any such issuer.
The amended limitation would permit Equity Growth Fund, for example, to
invest 25% of its assets in a single issuer's securities, or to invest 10%
of its total assets in securities of one issuer and 15% in securities of
another issuer. The proposal would give the fund greater investment
flexibility by permitting it to acquire larger positions in the securities
of individual issuers. FMR believes that this increased flexibility may
provide increased investment opportunities. At the same time, investing a
larger percentage of the fund's assets in a single issuer's securities may
increase the fund's sensitivity to changes in the market value of a single
issuer, and increase risks associated with that issuer's performance. FMR
does not currently expect that approval of this proposal will significantly
affect the way in which Equity Growth Fund is managed with regard to the
fund holding more than 10% of the voting securities of an issuer.
If the proposal is approved, the amended fundamental diversification
limitation cannot be changed without the approval of the shareholders.
If Proposal 13 is also approved, the fundamental diversification
limitation will be further changed as discussed below. If the proposal is
not approved by shareholders of the fund, but Proposal 13 is approved, the
fund's fundamental diversification limitation will be changed as discussed
in Proposal 13. If neither this proposal nor Proposal 13 is approved, the
fund's fundamental diversification limitation will remain unchanged.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit Equity Growth Fund and its shareholders. The
Trustees recommend voting FOR the proposal. The amended fundamental
diversification limitation, upon shareholder approval, will become
effective immediately.
13. TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
DIVERSIFICATION FOR EQUITY GROWTH FUND, MID CAP FUND AND LARGE CAP FUND.
The current fundamental investment limitation concerning diversification
for Mid Cap Fund and Large Cap Fund is as follows:
"The fund may not with respect to 75% of the fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities) if, as a
result, more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer."
The Trustees recommend that the shareholders of Mid Cap Fund, Large Cap
Fund, and Equity Growth Fund vote to replace their fund's fundamental
investment limitation to exclude securities of other investment companies
from the limitation. If Proposal 12 is adopted, this amendment would be
effected by adding the underlined text to the fundamental investment
limitation recommended in Proposal 12 for Equity Growth Fund and to the
existing fundamental limitations of Mid Cap Fund and Large Cap Fund:
"The fund may not, with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities or securities of other investment companies) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer."
If Proposal 12 is not adopted, this amendment would be effected by adding
the same underlined language to Equity Growth Fund's current fundamental
investment limitation, so that the fundamental investment limitation would
read as follows:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed as to principal and interest by the
government of the United States, its agencies or instrumentalities or
securities of other investment companies) if , as a result (a) more than 5%
of its total assets would be invested in the securities of such issuers; or
(b) the fund would hold more than 10% of the outstanding voting securities
of that issuer."

In either case, the text recommended in this Proposal 13 would make one
change to the three funds' fundamental diversification limitation. Addition
of the text would permit the funds to invest without limit in the
securities of other investment companies. Pursuant to an order of
exemption granted by the SEC, each fund may invest up to 25% of total
assets in non-publicly offered money market or short-term bond funds (the
Central Funds) managed by FMR or an affiliate of FMR. The Central Funds do
not currently pay investment advisory, management, or transfer agent fees,
but do pay minimal fees for services, such as custodian, auditor, and
Independent Trustee fees. FMR anticipates that the Central Funds will
benefit the fund by enhancing the efficiency of cash management for the
Fidelity funds and by providing increased short-term investment
opportunities. If the proposal is approved, the Central Funds are expected
to serve as a principal option for cash investment for Equity Growth Fund,
Mid Cap Fund and Large Cap Fund. If this proposal is approved, the amended
fundamental diversification limitation cannot be changed without the
approval of the shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the funds and their shareholders. If this proposal
is approved by the shareholders, whether or not Proposal 12 is adopted,
the fundamental investment limitation with respect to diversification for
Equity Growth Fund, Mid Cap Fund and Large Cap Fund will be revised to
exclude "securities of other investment companies" from the diversification
limits. The amended fundamental diversification limitation, upon
shareholder approval, would become effective immediately. If neither this
proposal nor Proposal 12 is adopted, each fund's fundamental investment
limitation will remain unchanged.
14. TO REPLACE EQUITY GROWTH FUND'S FUNDAMENTAL NAME TEST WITH A
NON-FUNDAMENTAL POLICY BASED ON TOTAL ASSETS.
The primary purpose of this proposal is to replace the fundamental name
test policy of Equity Growth Fund with a similar non-fundamental policy
based on a percentage of the fund's total assets. Fundamental policies can
be changed or eliminated only with shareholder approval, while
non-fundamental policies may be changed without shareholder approval. The
policy will be amended to state that it will be based on the fund's "total
assets" rather than its "assets" which is construed to mean its net assets.
Current SEC guidelines specify that if a fund's name implies investment in
a particular security type or industry, then the fund should have an
investment policy, that, under normal conditions, at least 65% of the
fund's total assets should be invested in the indicated security or
industry ("name test" policy). SEC guidelines do not currently require that
the policy be a fundamental investment policy.
The fund's name test currently states that "under normal conditions the
fund will invest at least 65% of its assets in common and preferred stock."
Because a fund's total assets are equal to or greater than its net assets,
the proposed change to a "total assets" name test policy will generally
result in an increase in the minimum portion of the fund's assets required
to be invested in common and preferred stock in order to satisfy the name
test. However, because under normal circumstances the fund invests more of
its assets in common and preferred stock than is required under either the
existing or proposed name test, this change is not anticipated to have a
material impact on the way the fund is managed.
While it is not currently anticipated that the change will have any
material impact on the way the fund is managed, approval of this proposal
would permit the fund, in the future, to change its policy regarding the
types of securities it purchases, consistent with its investment objective,
subject only to supervision of the Trustees and applicable regulatory
requirements, without seeking additional approval from the shareholders.
Non-fundamental investment policies can be changed without shareholder
approval but are subject to the supervision of the Board of Trustees, and
to appropriate disclosure to fund shareholders and prospective
shareholders. The fund's fundamental investment objective - to seek to
achieve capital appreciation by investing primarily in common and preferred
stock and securities convertible into common stock of companies with
above-average growth characteristics - will remain the same, and will not
be changed in the future without shareholder approval.
The SEC has proposed to adopt a new rule that would require a fund whose
name implies investment in a particular security type to adopt a
fundamental policy to invest in the particular security type an amount
equal to at least 80% of the fund's net assets plus certain borrowings. In
proposing the new rule, the SEC indicated that the amended rule could
reduce confusion when an investor selects an investment company for
specific investment needs and asset allocation goals. It is uncertain
whether or when a new SEC rule will be adopted and, if adopted, whether a
new rule would be substantially in the form proposed or further modified.
Replacement of the fund's current fundamental name test policy at this time
with a non-fundamental policy based on total assets will conform to current
SEC guidelines and will permit the fund to avoid the need for an additional
shareholder meeting to conform the fund's name test policy to potential
future regulatory changes. If this proposal is adopted, the Board of
Trustees may, without shareholder approval, adopt a fundamental name test
policy consistent with any final regulatory requirement adopted by the SEC.
If the SEC proposal is not adopted in final form, or is inapplicable in
final form to Equity Growth Fund, the Board of Trustees does not currently
anticipate making any further change to the name test policy as it is
proposed to be amended by this proposal.
CONCLUSION. The Board of Trustees has considered this proposal and
believes that defundamentalizing the fund's name test and modifying it as
proposed is in the best interests of the fund and its shareholders. The
Trustees recommend that shareholders vote FOR the proposed change to the
fund's investment policy.
15. TO ELIMINATE EQUITY GROWTH FUND'S FUNDAMENTAL POLICY RELATING TO
PERMISSIBLE REPURCHASE AGREEMENT COUNTERPARTIES.
The purpose of this proposal is to eliminate Equity Growth's fundamental
policy limiting those parties with whom it will enter into repurchase
agreements. Currently, Equity Growth has a fundamental policy that it will
engage in repurchase agreement transactions only with banks of the Federal
Reserve System and primary dealers in U.S. Government securities. The
Trustees recommend that this fundamental policy be eliminated, consistent
with other Fidelity funds.
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 to a fund if the other party to the agreement defaults or
becomes insolvent.
Other funds managed by FMR may enter into repurchase agreements with
banks, such as U.S. branches of foreign banks, that may not be members of
the Federal Reserve System, and with dealers that are not primary dealers,
but whose creditworthiness has been reviewed and found satisfactory by FMR.
Elimination of the existing fundamental policy would enable the fund to
have broader flexibility when engaging in repurchase agreements. By
expanding the type of institutions with which the fund may engage in a
repurchase agreement, additional risks may be incurred. For example, the
risks of transactions with U.S. branches of foreign banks may include
future unfavorable political and economic developments, possible
withholding taxes, seizure of foreign deposits, currency controls, interest
limitations, or other governmental restrictions that might affect the
payment of principal or interest. If this proposal to eliminate the
existing fundamental policy relating to permissible repurchase agreement
counterparties is approved, it is the current intention of the fund to
limit repurchase agreements to those parties whose creditworthiness has
been reviewed and found satisfactory by FMR.
CONCLUSION. The Board of Trustees believes that this proposal will
benefit the fund by eliminating restrictions limiting the parties with whom
Equity Growth may engage in repurchase agreements. The Trustees recommend
that shareholders vote FOR the proposal. If shareholders approve the
proposal, it will be implemented immediately. If the proposal is not
approved, the fund's current policy relating to permissible repurchase
agreements counterparties will remain unchanged.
16. TO AMEND EQUITY GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING REAL ESTATE.
Equity Growth Fund's fundamental investment limitation concerning real
estate currently states:
"The fund may not purchase or sell real estate (but this shall not prevent
the fund from investing in marketable securities issued by companies such
as real estate investment trusts which deal in real estate or interests
therein and participation interests in pools of real estate mortgage
loans)."
The Trustees recommend that shareholders of the fund vote to replace this
fundamental investment limitation with the following fundamental investment
limitation governing purchases and sales of real estate.
"The fund may not 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)."
The primary purpose of the proposed amendment is to clarify the types of
securities in which the fund is authorized to invest and to conform the
fund's fundamental real estate limitation to a limitation that is expected
to become standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page __.) If the proposal is
approved, the new fundamental real estate limitation may not be changed
without the approval of shareholders.
Adoption of the proposed limitation concerning real estate is not expected
to significantly affect the way in which the fund is managed, the
investment performance of the fund, or the securities or instruments in
which the fund invests. However, to the extent that the fund invests to a
greater extent in real estate related securities, it will be subject to the
risks of the real estate market. This industry is sensitive to factors such
as changes in real estate values and property taxes, overbuilding,
variations in rental income, and interest rates. Performance could also be
affected by the structure, cash flow, and management skill of real estate
companies.
The fund does not expect to acquire real estate. However, the proposed
limitation would clarify several points. First, the proposed limitation
would make explicit that the fund may acquire a security or other
instrument that is secured by a mortgage or other right to foreclose on
real estate, in the event of a default. Second, the proposed limitation
would clarify the fact that the fund may invest without limitation in
securities issued or guaranteed by companies engaged in acquiring,
constructing, financing, developing, or operating real estate projects
(e.g., securities of issuers that develop various industrial, commercial,
or residential real estate projects such as factories, office buildings, or
apartments). Any investments in these securities or other instruments are,
of course, subject to the fund's investment objective and policies and to
other limitations regarding diversification and concentration in particular
industries. Also, the proposed limitation specifically permits the fund to
sell real estate acquired as a result of ownership of securities or other
instruments. However, in light of the types of securities in which the
fund regularly invests, FMR considers this to be a remote possibility. The
proposed limitation covers all types of real estate-related investments,
while the current limitation refers to "marketable" securities. Any
unmarketable investments will continue to be limited to 10% of net assets
by the fund's existing non-fundamental limitations.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit Equity Growth Fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended fundamental
limitation will become effective immediately. If the proposal is not
approved by the shareholders of the fund, the fund's current limitation
will remain unchanged.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
The primary purpose of Proposals 17 through 24 is to revise several of
Equity Growth Fund's investment limitations to conform to limitations which
are standard for similar types of funds managed by FMR. The Board of
Trustees asked FMR to analyze the various fundamental and non-fundamental
investment limitations of the Fidelity funds, and, where practical and
appropriate to a fund's investment objective and policies, propose to
shareholders adoption of standard fundamental limitations and elimination
of certain other fundamental limitations. Generally, when fundamental
limitations are eliminated, Fidelity's standard non-fundamental limitations
replace them. By making these limitations non-fundamental, the Board of
Trustees may amend a limitation as they deem appropriate, without seeking
shareholder approval. The Board of Trustees would amend the limitations to
respond, for instance, to developments in the marketplace, or changes in
federal or state law. The costs of shareholder meetings called for these
purposes are generally borne by a fund and its shareholders.
It is not anticipated that these proposals will substantially affect the
way a fund is currently managed. However, FMR is presenting them to you for
your approval because FMR believes that increased standardization will help
to promote operational efficiencies and facilitate monitoring of compliance
with fundamental and non-fundamental investment limitations. Although
adoption of a new or revised limitation is not likely to have any impact on
the current investment techniques employed by A fund, it will contribute to
the overall objectives of standardization.
17. TO ADOPT A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING THE ISSUANCE OF
SENIOR SECURITIES FOR EQUITY GROWTH FUND.
Equity Growth Fund currently does not have a fundamental limitation
concerning senior securities. The Trustees recommend that shareholders vote
to add the following fundamental investment limitation governing the
issuance of senior securities:
"The fund may not issue senior securities, except as permitted under the
Investment Company Act of 1940."
The primary purpose of the proposal is to add a fundamental senior
securities limitation that is expected to become standard for all funds
managed by FMR. (See "Adoption of Standardized Investment Limitations" on
page _.) If the proposal is approved, the new fundamental senior securities
limitation cannot be changed without the approval of shareholders.
Adoption of the proposed limitation on senior securities is not expected
to affect the way in which the fund is managed, the investment performance
of the fund, or the securities or instruments in which the fund invests.
However, the proposed limitation clarifies that the fund may issue senior
securities to the extent permitted under the 1940 Act.
Although the definition of a "senior security" involves complex statutory
and regulatory concepts, a senior security is generally thought of as an
obligation of a fund which has a claim to the fund's assets or earnings
that takes precedence over the claims of the fund's shareholders. The 1940
Act generally prohibits mutual funds from issuing senior securities;
however, mutual funds are permitted to engage in certain types of
transactions that might be considered "senior securities" as long as
certain conditions are satisfied. For example, a transaction which
obligates a fund to pay money at a future date (e.g., the purchase of
securities for settlement on a date that is further away than the normal
settlement period) may be considered a "senior security." A mutual fund,
however, is permitted to enter into this type of transaction if it
maintains a segregated account containing liquid securities in an amount
equal to its obligation to pay cash for the securities at a future date.
The fund utilizes transactions that may be considered "senior securities"
only in accordance with applicable regulatory requirements under the 1940
Act.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit Equity Growth Fund and its shareholders. The Trustees recommend
voting FOR the proposal. If approved by shareholders, the new fundamental
limitation will be implemented on the effective date of the next
prospectus. If the proposal is not approved, the fund will not adopt a
senior security limitation.
18. TO ELIMINATE EQUITY GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING SHORT SALES OF SECURITIES.
Equity Growth Fund's current fundamental investment limitation on selling
securities short is as follows:
"The fund may not make short sales of securities (unless it owns or by
virtue of its ownership of other securities has the right to obtain,
securities equivalent in kind an amount to the securities sold), provided,
however, that the fund may purchase or sell futures contracts."
The Trustees recommend that shareholders of the fund vote to eliminate the
above fundamental investment limitation. If the proposal is approved by
shareholders, the Trustees intend to adopt a non-fundamental limitation
that could be changed without a vote of shareholders. The proposed
non-fundamental limitation is set forth below, with a brief analysis of the
substantive differences between it and the current limitation.
"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."
In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. In
an investment technique known as a short sale "against the box," an
investor sells securities short while owning the same securities in the
same amount, or having the right to obtain equivalent securities. The
investor could have the right to obtain equivalent securities, for example,
through its ownership of warrants, options, or convertible bonds.
The fund does not currently anticipate entering into any short sales other
than short sales against the box. If the proposal is approved, however, the
Board of Trustees would be able to change the proposed non-fundamental
limitation in the future, without a vote of shareholders subject to
appropriate disclosure to investors.
Elimination of the fund's fundamental limitation on short selling is
unlikely to affect the fund's investment techniques at this time. The Board
of Trustees believes that efforts to standardize the fund's investment
limitation will facilitate FMR's investment compliance efforts (see
"Adoption of Standardized Investment Limitations" on page __) and are in
the best interests of shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit Equity Growth Fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the non-fundamental
limitation will become effective immediately. If the proposal is not
approved by the shareholders of the fund, the fund's current limitation
will remain unchanged.
19. TO ELIMINATE EQUITY GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING MARGIN PURCHASES.
Equity Growth Fund's current fundamental investment limitation concerning
purchasing securities on margin is as follows:
"The fund may not purchase any securities on margin, except for such
short-term credits as are necessary for the clearance of transactions,
provided, however, that the fund may make initial and variation margin
payments in connection with purchases or sales of futures contracts or of
options on futures contracts."
The Trustees recommend that shareholders of the fund vote to eliminate the
above fundamental investment limitation. If the proposal is approved, the
Trustees intend to adopt a substantially identical non-fundamental
limitation for the fund that could be changed without the approval of
shareholders.
Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the
borrower places with a broker as collateral against the loan. The fund's
current fundamental limitation prohibits the fund from purchasing
securities on margin, except to obtain such short-term credits as may be
necessary for the clearance of transactions and for initial and variation
margin payments made in connection with the purchase and sale of futures
contracts and options on futures contracts. With these exceptions, mutual
funds are prohibited from entering into most types of margin purchases by
applicable SEC policies. The proposed non-fundamental limitation includes
these exceptions.
If the proposal is approved by shareholders, the Trustees intend to adopt
the following non-fundamental investment limitation, which would prohibit
margin purchases except as permitted under the conditions referred to
above:
"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."
Although elimination of the fund's fundamental limitation on margin
purchases is unlikely to affect the fund's investment techniques at this
time, in the event of a change in federal regulatory requirements, the fund
may alter its investment practices in the future. The Board of Trustees
believes that efforts to standardize investment limitations will facilitate
FMR's investment compliance efforts (see "Adoption of Standardized
Investment Limitations" on page _) and are in the best interests of
shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit Equity Growth Fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the new non-fundamental
limitation will become effective immediately. If the proposal is not
approved by the shareholders of the fund, the fund's current limitation
will remain unchanged.
20. TO AMEND EQUITY GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING BORROWING.
Equity Growth Fund's current fundamental investment limitation concerning
borrowing states:
"The fund may not borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of the value of the fund's total assets
(including the amount borrowed) less liabilities (not including
borrowings). Any borrowings that come to exceed 33 1/3% of the value of
the fund's total assets by reason of a decline in net assets will be
reduced within 3 days (exclusive of Sundays and holidays) to the extent
necessary to comply with the 33 1/3% limitation."
The Trustees recommend that shareholders of the fund vote to replace the
fund's current fundamental investment limitation with the following amended
fundamental investment limitation governing borrowing:
"The fund may not 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."
The primary purpose of the proposal is to revise the fund's fundamental
borrowing limitation to conform to a limitation that is expected to become
standard for all funds managed by FMR. (See "Adoption of Standardized
Investment Limitations" on page __.) If the proposal is approved, the
amended fundamental borrowing limitation cannot be changed without the
approval of shareholders.
Adoption of the proposed fundamental limitation concerning borrowing is
not expected to affect the way in which the fund is managed, the investment
performance of the Equity Growth Fund, or the securities or instruments in
which the fund invests. However, the proposed fundamental limitation would
clarify one point. Under the proposed limitation, the fund must reduce
borrowings that come to exceed 33 1/3% of its total assets for any reason,
while under the current limitation, the fund must reduce borrowings that
come to exceed 33 1/3% of total assets only when there is a decline in net
assets.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit Equity Growth Fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended fundamental
limitation will become effective immediately. If the proposal is not
approved by the shareholders of the fund, the fund's current limitation
will remain unchanged.
21. TO AMEND EQUITY GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING LENDING.
Equity Growth Fund's current fundamental investment limitation concerning
lending is as follows:
"The fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of the fund's total assets would be lent to other parties,
except (i) through the purchase of a portion of an issue of debt securities
in accordance with its investment objective, policies and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities."
The Trustees recommend that the shareholders of the fund vote to replace
the fund's limitation with the following amended fundamental investment
limitation governing lending:
"The fund may not lend any security or make any other loan if, as a
result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities
or to repurchase agreements."
The primary purpose of this proposal is to revise the fund's fundamental
lending limitation to conform to a limitation expected to become standard
for all funds managed by FMR. (See "Adoption of Standardized Investment
Limitations" on page __). If the proposal is approved, the new fundamental
lending limitation cannot be changed without the approval of shareholders.
Adoption of the proposed limitation on lending is not expected to affect
the way in which the fund is managed, the investment performance of the
fund, or the instruments in which the fund invests. However, the proposed
limitation would clarify two points. First, the proposed limitation
provides specific authority for the fund to acquire the entire portion of
an issue of debt securities. Ordinarily, if a fund purchases an entire
issue of debt securities, there may be greater risks of illiquidity and
unavailability of public information if the issuer has no other issue of
securities outstanding, and it may be more difficult to obtain pricing
information to be used in establishing a fund's daily share price. Second,
the proposed amendment eliminates the reference to "portfolio securities"
in the exception for repurchase agreements.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit Equity Growth Fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended fundamental
limitation will become effective immediately. If the proposal is not
approved by the shareholders of the fund, the fund's current limitation
will remain unchanged.
22. TO ELIMINATE EQUITY GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING INVESTMENTS IN OTHER INVESTMENT COMPANIES
Equity Growth Fund's current fundamental investment limitation concerning
investment in other investment companies states:
"The fund may not purchase securities of other investment companies (except
in the open market where no commission other than the ordinary broker's
commission is paid, or as a part of a merger or consolidation, and in no
event may investments in such securities exceed 10% of the total assets of
the fund)."
The Trustees recommend that shareholders of the fund vote to eliminate the
above fundamental limitation.
The ability of mutual funds to invest in other investment companies is
restricted by the 1940 Act, and, until recently, by some state regulations.
The fund's fundamental restriction incorporates some of the 1940 Act
restrictions and the state regulations. The federal 1940 Act restrictions
will remain applicable to the fund whether or not they are recited in a
fundamental limitation. Because the state regulations are no longer
applicable and federal requirements apply whether or not the fund has a
fundamental policy, shareholder approval is sought to eliminate this
fundamental limitation. Elimination of the limitation would permit the
fund to purchase the securities of other investment companies to the extent
permitted under the 1940 Act or any exemption permitted by the SEC. Under
the 1940 Act, a fund may purchase the securities of other investment
companies if immediately thereafter not more than (i) 3% of the total
outstanding voting stock of such company is owned by the fund, (ii) 5% of
the fund's total assets, taken at market value, would be invested in any
one such company, or (iii) 10% of the fund's total assets, taken at market
value, would be invested in such securities. In addition, a fund may not
acquire shares of a closed-end investment compay if immediately thereafter
the fund, together with other investment companies having the same
investment adviser and companies controlled by such companies, would own
more than 10% of the total outstanding stock of such closed-end investment
company. Under certain conditions, investment in the securities of an
investment company that is part of the same group of investment companies
is not subject to the foregoing limits. If the proposal is approved, the
fund would also be able to enhance its cash management by investing in the
Central Funds (see Proposals 12 and 13). Pursuant to an order of exemption
granted by the SEC, the fund may invest up to 25% of total assets in
non-publicly offered money market or short-term bond funds (the Central
Funds) managed by FMR or an affiliate of FMR. The Central Funds do not
currently pay investment advisory, management, or transfer agent fees, but
do pay minimal fees for services, such as custodian, auditor, and
Independent Trustee fees. FMR anticipates that the Central Funds will
benefit the fund by enhancing the efficiency of cash management for the
Fidelity funds and by providing increased short-term investment
opportunities. If the proposal is approved, the Central Funds are expected
to serve as a principal option for cash investment for Equity Growth Fund.
Furthermore, adoption of the proposal would allow the fund to change its
policies with respect to the purchase of securities of other investment
companies, if federal requirements change, without the cost of a
shareholder vote. In addition, the Board of Trustees believes that efforts
to standardize the fund's investment limitations will facilitate FMR's
investment compliance efforts. (See "Adoption of Standardized Investment
Limitations" on page __.) Elimination of the fundamental restriction is not
expected to have a material impact on the fund's current investment
practices, except with respect to cash management as discussed above.
CONCLUSION. The Board of Trustees recommends that shareholders of the
fund vote FOR the proposal to eliminate Equity Growth Fund's fundamental
investment limitation regarding investments in other investment companies.
If approved, the proposal would take effect immediately. If the proposal is
not approved by shareholders, the fund's current limitation will remain
unchanged.
23. TO ELIMINATE EQUITY GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING INVESTMENTS IN THE SECURITIES OF NEWLY FORMED ISSUERS
Equity Growth Fund's current fundamental investment limitation regarding
investments in securities of newly-formed issuers states:
"The fund may not purchase the securities of any issuer if, as a result
more than 5% of its total assets (taken at current value) would be invested
in the securities of companies which, including predecessors, have a
record of less than three years of continuous operation."
The Trustees recommend that shareholders of the fund vote to eliminate the
fund's fundamental investment limitation referenced above. Newly-formed
issuers or "unseasoned issuers" are issuers with less than three years'
continuous operation. The purpose of the fundamental limitation on
investments in unseasoned issuers was to comply with state laws . Because
newly-formed companies have no proven track record in business, their
prospects may be uncertain. Their securities may, as a result, be difficult
to value and are likely to fluctuate in price more widely than the
securities of established companies. The Board of Trustees has concluded
that the proposed elimination would benefit the fund by providing more
investment flexibility. Elimination of the restriction will give the fund
the ability to invest in newly-formed or unseasoned issuers. Any such
investment would be undertaken in accordance with FMR's normal procedures
and only if such investment otherwise meets the investment objectives,
policies, and limits of the fund. In addition, the Board of Trustees
believes that efforts to standardize the fund's investment limitations will
facilitate FMR's compliance efforts. (See "Adoption of Standardized
Investment Limitations" on page __.)
CONCLUSION. The Board of Trustees recommends that shareholders vote FOR
the proposal to eliminate the fund's fundamental investment limitation
regarding investments in securities of newly-formed issuers. If approved,
the proposal will take effect immediately. If the proposal is not approved,
the current limitation will remain unchanged.
24. TO ELIMINATE EQUITY GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING INVESTING IN OIL, GAS AND MINERAL EXPLORATION PROGRAMS
Currently Equity Growth Fund maintains a fundamental investment limitation
specifying that the fund may not "invest in oil, gas, or other mineral
exploration or development programs." Investment in oil, gas, or other
mineral exploration programs is not prohibited under federal standards for
mutual funds, but was prohibited by some state regulations. Because the
state law restrictions are no longer applicable, the Trustees recommend
that shareholders of the fund vote to eliminate the above fundamental
investment limitation.
Investments in companies involved in oil, gas and other mineral
exploration programs may be more volatile than investment in other
securities, because they are subject to risks occasioned by changes in the
price, demand for and supply of fuels and minerals. Demand and supplies may
fluctuate significantly over short periods of time due to a variety of
factors, such as domestic and foreign political and regulatory
developments, exploration and production spending, energy conservation
efforts and the development and implementation of new forms or sources of
such commodities. Elimination of the fundamental limitation will not change
the fund's fundamental investment objective, but would give the fund
investment flexibility to choose such investments, to the extent consistent
with its investment objective and other investment policies without seeking
additional shareholder approval. It is not currently expected, however,
that elimination of the fundamental restriction will have a material impact
on the fund's investment practices.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
eliminate the fund's fundamental investment limitation concerning
investment in oil, gas, and other mineral exploration programs. If
approved, the proposal will take effect immediately. If the proposal is not
approved, the fund's current limitation will remain unchanged.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of
the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to a
number of investment companies. Information concerning the advisory fees,
net assets, and total expenses of funds with investment objectives similar
to Equity Growth Fund and advised by FMR is contained in the Table of
Average Net Assets and Expense Ratios in Exhibit __ beginning on page __.
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks, including
the custodian banks for certain of the funds advised by FMR. Those
transactions that have occurred to date have included mortgages and
personal and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board; J.
Gary Burkhead, President; and Peter S. Lynch, Vice Chairman. Each of the
Directors is also a Trustee of the trust. Messrs. Johnson 3d, Burkhead,
John H. Costello, Arthur S. Loring, Robert H. Morrison, Kenneth A.
Rathgeber, Leonard M. Rush and William J. Hayes are currently officers of
the trust and officers or employees of FMR or FMR Corp. With the exception
of Mr. Costello, Mr. Rathgeber***, Mr. Rush and Ms. Zenoble all of these
persons are stockholders of FMR Corp. The principal business address of
each of the Directors of FMR is 82 Devonshire Street, Boston, Massachusetts
02109.
***CHECK WITH A PROXY COORDINATOR TO DETERMINE WHETHER MR. RATHGEBER IS OR
IS NOT A SHAREHOLDER OF FMR CORP.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the
predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore, under
the 1940 Act may be deemed to form a controlling group with respect to FMR
Corp.
During the period December 1, 1995 through March 31, 1997, the following
transactions were entered into by Trustees and nominees as Trustee of the
trust involving more than 1% of the voting common, non-voting common and
equivalent stock, or preferred stock of FMR Corp.
ACTIVITIES AND MANAGEMENT OF FMR U.K. AND FMR FAR EAST
FMR U.K. and FMR Far East are wholly-owned subsidiaries of FMR formed in
1986 to provide research and investment advice with respect to companies
based outside the United States for certain funds for which FMR acts as
investment adviser. FMR may also grant the sub-advisers investment
management authority as well as authority to buy and sell securities for
certain of the funds for which it acts as investment adviser, if FMR
believes it would be beneficial to a fund.
Funds with investment objectives similar to Equity Growth Fund managed by
FMR with respect to which FMR currently has sub-advisory agreements with
either FMR U.K. or FMR Far East, and the net assets of each of these funds,
are indicated in the Table of Average Net Assets and Expense Ratios in
Exhibit __ beginning on page __.
The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,
Chairman, and J. Gary Burkhead, President. Mr. Johnson 3d also is President
and a Trustee of the trust and other funds advised by FMR; Chairman and a
Director of FMR Texas Inc. (FMR Texas); Chairman, Chief Executive Officer,
President, and a Director of FMR Corp., Chairman of the Board and of the
Executive Committee of FMR, and a Director of FMR. In addition, Mr.
Burkhead is Senior Vice President and a Trustee of the trust and of other
funds advised by FMR; a Director of FMR Corp.; President and Director of
FMR; and President and Director of FMR Texas. Each of the Directors is a
stockholder of FMR Corp. The principal business address of the Directors is
82 Devonshire Street, Boston, Massachusetts 02109.
PRESENT MANAGEMENT CONTRACT FOR EQUITY GROWTH FUND
Equity Growth Fund employs FMR to furnish investment advisory and other
services. Under its management contract with the fund, FMR acts as
investment adviser and, subject to the supervision of the Board of
Trustees, directs the investments of the fund in accordance with its
investment objective, policies, and limitations. FMR also provides the fund
with all necessary office facilities and personnel for servicing the fund's
investments, compensates all officers of the fund and all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of the 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 the fund. These services include providing
facilities for maintaining the fund's organization; supervising relations
with custodians, transfer and pricing agents, accountants, underwriters,
and other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees. Services provided by affiliates of FMR will continue under
the proposed management contract described in proposal 8.
In addition to the management fee payable to FMR, the fund pays transfer
agent fees to Fidelity Investments Institutional Operations Company
(FIIOC), and price and bookkeeping fees to Fidelity Service Co. (FSC),
affiliates of FMR. Although the fund's current management contract provides
that the fund will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices and reports to shareholders,
the trust, on behalf of the fund, has entered into a revised transfer agent
agreement with FIIOC, pursuant to which FIIOC bears the costs of providing
these services to existing shareholders. Other expenses paid by the fund
include interest, taxes, brokerage commissions, and the fund's
proportionate share of insurance premiums and Investment Company Institute
dues. The 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.
Transfer agent fees and pricing and bookkeeping fees, including
reimbursement for out-of-pocket expenses, paid to FIIOC and FSC by the fund
for fiscal 1996 amounted to $________ and $804,585, respectively.
The fund also 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 agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of the fund, which are continuously
offered. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR. Sales charge revenue paid to,
and retained by, FDC for fiscal 1996 for Class T amounted to $11,845,527
and $1,998,996, respectively, and for Class A amounted to $151,603 and
$16,099, respectively.
FMR is the fund's manager pursuant to a management contract dated December
1, 1990, which was approved by shareholders, on November 14, 1990. The last
change to the contractual terms approved by shareholders was to adopt the
current fee structure in place of a fixed management fee rate of .70% of
average net assets.
COMPUTING THE BASIC FEE. The fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of
the registered investment companies with which FMR has management contracts
and is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown below on the left. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively applying the annualized rates on the left. For
example, the effective annual fee rate at $___ billion of group net assets
- - the approximate level for November, 1996 - was ___%, which is the
weighted average of the respective fee rates for each level of group net
assets up to $__ billion.

GROUP FEE RATE EFFECTIVE ANNUAL FEE
SCHEDULE RATES

Average Annualize Group Net Effective
Group d Assets Annual
Assets Rate Fee Rate

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

3 - 6 .4900 25 .4238

6 - 9 .4600 50 .3823

9 - 12 .4300 75 .3626

12 - 15 .4000 100 .3512

15 - 18 .3850 125 .3430

18 - 21 .3700 150 .3371

21 - 24 .3600 175 .3325

24 - 30 .3500 200 .3284

30 - 36 .3450 225 .3253

36 - 42 .3400 250 .3223

42 - 48 .3350 275 .3198

48 - 66 .3250 300 .3175

66 - 84 .3200 325 .3153

84 - 102 .3150 350 .3133

102 - 138 .3100

138 - 174 .3050

174 - 228 .3000

228 - 282 .2950

282 - 336 .2900

Over 336 .2850

Under the fund's current management contract with FMR, the group fee rate
is based on a schedule with breakpoints ending at .3100% for average group
assets in excess of $102 billion. The group fee rate breakpoints shown
above for average group assets in excess of $138 billion and under $228
billion were voluntarily adopted by FMR on January 1, 1992. The additional
breakpoints shown above for average group assets in excess of $228 billion
were voluntarily adopted by FMR on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints for average group assets
in excess of $210 billion and under $390 billion as shown in the schedule
below, pending shareholder approval of a new management contract reflecting
the revised schedule. The revised group fee rate schedule provides for
lower management fees as FMR's assets under management increase. The
revised group fee rate schedule was identical to the above schedule for
average group assets under $210 billion.
On January 1, 1996, FMR voluntarily added new breakpoints to the revised
schedule for average group assets in excess of $390 billion, pending
shareholder approval of a new management contract reflecting the revised
schedule and additional breakpoints. The revised group fee rate schedule
and its extensions provide for lower management fee rates as FMR's assets
under management increase. For average group assets in excess of $210
billion, the revised group fee rate schedule with additional breakpoints
voluntarily adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE
RATES

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

174 - $210 billion .3000 $ 150 billion .3371%
%

210 - 246 .2950 175 .3325
%

246 - 282 .2900 200 .3284

282 - 318 .2850 225 .3249

318 - 354 .2800 250 .3219

354 - 390 .2750 275 .3190

390 - 426 .2700 300 .3163

426 - 462 .2650 325 .3137

462 - 498 .2600 350 .3113

498 - 534 .2550 375 .3090

Over 534 .2500 400 .3067

425 .3046

450 .3024

475 .3003

500 .2982

525 .2962

550 .2942

Effective August 1, 1994, FMR voluntarily agreed to reduce the individual
fund fee rate from 0.33% to 0.30%, the rate currently in effect. Based on
the average group net assets of the funds advised by FMR for November 1996,
the annual management fee rate would be calculated as follows:
Group Fee Rate Individual Fund Management Fee
Fee Rate Rate

.3026% + .30%* = .6026%

* If the voluntary reduction effective August 1, 1994 were not in effect
during the fiscal year ended 1996, the total management fee rate would have
been 0.6326%.
One-twelfth of this annual management fee rate is applied to the fund's
net assets averaged for the month, giving a dollar amount, which is the fee
for that month.
SUB-ADVISORY AGREEMENTS
On behalf of Equity Growth 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. Equity Growth Fund's sub-advisory
agreement, dated December 1, 1990, was approved by shareholders on November
14, 1990.
Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia, and the Pacific
Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. Under the sub-advisory agreements FMR pays the fees of
FMR U.K. and FMR Far East. For providing non-discretionary investment
advice and research services, FMR pays FMR U.K. and FMR Far East fees equal
to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs
incurred in connection with providing investment advice and research
services.
For providing investment advice and research services on behalf of Equity
Growth Fund, the fees paid to FMR U.K. and FMR Far East for fiscal 1996
were $51,150 and $49,497, respectively.
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 fund's
management contract.
FMR may place agency transactions with Fidelity Brokerage Services, Inc.
(FBSI) and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if
the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services.
The brokerage commissions paid to FBSI and FBS by each fund for fiscal
1996 are listed in the following table:
FBSI FBS

Equity Growth Fund $ 820,661 $ 9,780

Mid Cap Fund $ 72,019 $ 0

Large Cap Fund $ 8,248 $ 0

TechnoQuant Growth $ - $ -

Growth & Income Fund $ - $ -

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to the Secretary of
the Trust, 82 Devonshire Street, Boston, Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Client Services at 1-800-843-3001,
whether other persons are beneficial owners of shares for which proxies are
being solicited and, if so, the number of copies of the Proxy Statement and
Annual Reports you wish to receive in order to supply copies to the
beneficial owners of the respective shares.

BY-LAWS
of
EQUITY PORTFOLIO GROWTH
ARTICLE I
Officers and Their Election
SECTION 1. Officers. The officers of the Trust shall be a President, a
Treasurer, a Secretary, and such other officers as the Trustees may from
time to time elect. It shall not be necessary for any Trustee or other
officer to be a holder of shares in the Trust.
SECTION 2. Election of Officers. The Treasurer and Secretary shall be
chosen annually by the Trustees. The President shall be chosen annually by
and from the Trustees.
Two or more offices may be held by a single person except the offices of
President and Secretary. The officers shall hold office until their
successors are chosen and qualified.
SECTION 3. Resignations and Removals. Any officer of the Trust may resign
by filing a written resignation with the President or with the Trustees or
with the Secretary, which shall take effect on being so filed at such time
as may be therein specified. The Trustees may at any meeting remove any
officer.
ARTICLE II
Powers and Duties of Officers and Trustees
SECTION 1. Trustees. The business and affairs of the Trust shall be
managed by the Trustees, and they shall have all powers necessary and
desirable to carry out the responsibility, so far as such powers are not
inconsistent with the laws of the Commonwealth of Massachusetts, the
Declaration of Trust, or with these By-Laws.
SECTION 2. Executive and other Committees. The Trustees may elect from
their own number an executive committee to consist of not less than three
nor more than five members, which shall have the power and duty to conduct
the current and ordinary business of the Trust, including the purchase and
sale of securities, while the Trustees are not in session, and such other
powers and duties as the Trustees may from time to time delegate to such
committee. The Trustees may also elect from their own number other
committees from time to time, the number composing such committees and the
powers conferred upon the same to be determined by vote of the Trustees.
SECTION 3. Chairman of the Trustees. The Trustees may, but need not
appoint from among their number a Chairman. He shall perform any such
duties as the Trustees may from time to time designate.
SECTION 4. President. The President shall be the chief executive officer
of the Trust and, subject to the Trustees, shall have general supervision
over the business and policies of the Trust. When present, he shall
preside at all meetings of the shareholders and the Trustees, and he may,
subject to the approval of the Trustees, appoint a Trustee to preside at
such meetings in his absence. The President shall perform such duties
additional to all of the foregoing as the Trustees may from time to time
designate.
SECTION 5. Treasurer. The Treasurer shall be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities
of the Trust which may come into his hands to such bank or trust company as
the Trustees shall employ as Custodian in accordance with Article IX of the
Declaration of Trust. he shall have the custody of the seal of the Trust.
He shall make annual reports in writing of the business conditions of the
Trust, which reports shall be preserved upon its records, and he shall
furnish such other reports regarding the business and condition as the
Trustees may from time to time require. The Treasurer shall perform such
duties additional to foregoing as the Trustees may from time to time
designate.
SECTION 6. Secretary. The Secretary shall record in books kept for the
purpose all votes and proceedings of the Trustees and the shareholders at
their respective meetings.
The Secretary shall perform such duties additional to the foregoing as the
Trustees may from time to time designate.
SECTION 7. Vice President. Each Vice president of the Trust shall perform
such duties as the Trustees may from time to time designate.
SECTION 8. Assistant Treasurer. The Assistant Treasurer of the Trust shall
perform such duties as the Trustees may from time to time designate.
ARTICLE III
Shareholders' Meetings
SECTION 1. Special Meetings. A special meeting of the shareholders shall
be called by the Secretary whenever ordered by the Trustees or requested in
writing by the holder or holders of at least one-tenth of the outstanding
shares entitled to vote. If the Secretary, when so ordered or requested,
refuses or neglects for more than two days to call such special meeting,
the Trustees or the shareholders so requesting may, in the name of the
Secretary, call the meeting by giving notice thereof in the manner required
when notice is given by the Secretary.
SECTION 2. Notices. Except as above provided, notices of any special
meeting of the shareholders shall be given by the Secretary by delivering
or mailing, postage prepaid, to each shareholder entitled to vote at said
meeting, a written or printed notification of such meeting, at least
fifteen days before the meeting, to such address as may be registered with
the Trust by the shareholder.
SECTION 3. Place of Meeting. All special meetings of the shareholders
shall be held at the principal place of business of the Trust in Boston,
Massachusetts or at such other place in the United States as the Trustees
may designate.
ARTICLE IV
Trustees' Meetings
SECTION 1. Special Meetings. Special meetings of the Trustees shall be
called by the Secretary at the written request of the President, the
Treasurer, or any two Trustees, and if the Secretary when so requested
refuses or fails for more than twenty-four hours to call such meeting, the
President, the Treasurer, or such two Trustees, may in the name of the
Secretary call such meeting by giving due notice in the manner required
when notice is given by the Secretary.
SECTION 2. Regular Meetings. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may
from time to time determine, provided that any Trustee who is absent when
such determination is made shall be given notice of the determination.
SECTION 3. Quorum. A majority of the Trustees shall constitute a quorum
for the transaction of business.
SECTION 4. Notices. Except as otherwise provided, notice of any special
meeting of the Trustees shall be given by the Secretary to each Trustee, by
mailing to him, postage prepaid, addressed to him at his address as
registered on the books of the Trust or, if not so registered, at his last
known address, a written or printed notification of such meeting at least
three days before the meeting or by delivering such notice to him at least
two days before the meeting, or by sending to him at least 24 hours before
the meeting, by prepaid telegram, addressed to him at his said registered
address, if any, or if he has no such registered address, at his last known
address, notice of such meeting.
SECTION 5. Place of Meeting. All special meetings of the Trustees shall be
held at the principal place of business of the Trustees in Boston,
Massachusetts, or such other place within or without the Commonwealth as
the person or persons requesting said meeting to be called may designate,
but any meeting may adjourn to any other place.
SECTION 6. Special Action. When all the Trustees shall be present at any
meeting, however called, or wherever held, or shall assent to the holding
of the meeting without notice, or after the meeting shall sign a written
assent thereto on the record of such meeting, the acts of such meeting
shall be valid as if such meeting had been regularly held.
SECTION 7. Action by Consent. Any action by the Trustees may be taken
without a meeting if a written consent thereto is signed by all the
Trustees and filed with the records of the Trustees meetings, or by
telephone consent provided a quorum of Trustees participate in any such
telephone meeting. Such consent shall be treated as a vote of the Trustees
for all purposes.
ARTICLE V
Shares of Beneficial Interest
SECTION 1. Beneficial Interest. The beneficial interest in the Trust shall
at all times be divided into an unlimited number of transferable Shares
without par value, each of which shall represent an equal proportionate
interest in the class with each other Share of the class outstanding, none
having priority or preference over another.
SECTION 2. Transfer of Stock. The Shares of the Trust shall be
transferable, so as to affect the rights of the Trust, only by transfer
recorded on the books of the Trust, in person or by attorney.
SECTION 3. Equitable Interest Not Recognized. The Trust shall be entitled
to treat the holder of record of any share or shares of stock as the holder
in fact thereof, and shall not be bound to recognize any equitable or other
claim or interest in such share or shares on the part of any other person
except as may be otherwise expressly provided by law.
ARTICLE VI
Inspection of Books
The Trustees shall from time to time determine whether and to what extent,
and at what times and places, and under what conditions and regulations the
accounts and books of the Trust or any of them shall be open to the
inspection of the shareholders; and no shareholder shall have any right to
inspecting any account or book or document of the Trust except as conferred
by law or otherwise by the Trustees or by resolution of the shareholders.
ARTICLE VII
Custodian
The Custodian employed by the Trust pursuant to Article IX to the
Declaration of Trust shall be required to enter into a contract with the
Trust which shall contain in substance the following provisions:
(a) The Trust will cause all securities and funds owned by the Trust to be
delivered or paid to the Custodian.
(b) The Custodian will receive and receipt for any moneys due to the Trust
and deposit the same in its own banking department and in such other
banking institutions, if any, as the Custodian and the Trustees may
approve. The Custodian shall have the sole power to draw upon any such
account.
(c) The Custodian shall release and deliver securities owned by the Trust
in the following cases only:
(1) Upon the sale of such securities for the account of the Trust and
receipt of payment therefor;
(2) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that in any such
case, the cash is to be delivered to the Custodian;
(3) To the issuer thereof or its agent for transfer into the name of the
Trust, the Custodian or a nominee of either, or for exchange for a
different number of bonds or certificates representing the same aggregate
face amount or number of units; provided that in any such case the new
securities are to be delivered to the custodian;
(4) To the broker selling the same for examination, in accord with the
"street delivery" custom;
(5) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities or pursuant to provisions to
any deposit agreement; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the custodian;
(6) In the case of warrants, rights, or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities or
the surrender of interim receipts or temporary securities for definitive
securities;
(7) To any pledge by way of pledge or hypothecation to secure any loan, but
only within the limits permitted to the Trust by Article V, Section 1(p) of
the Declaration of Trust.
(8) For deposit in a system for the central handling of securities in
accordance with the provisions of Article IX, Section 2 of the Declaration
of Trust.
(d) The Custodian shall pay out moneys of the Trust only upon the purchase
of securities for the account of the Trust and the delivery in due course
of such securities to the Custodian, or in connection with the conversion,
exchange or surrender of securities owned by the Trust as set forth in (c),
or for the repurchase of shares issued by the Trust or for the making of
any disbursements authorized by the Trustees pursuant to the Declaration of
Trust or these By-laws, or for the payment of any expense or liability
incurred by the Trust; provided that, in every case where payment is made
by the Custodian in advance of receipt of the securities purchased, the
Custodian shall be absolutely liable to the Trust for such securities to
the same extent as if the securities had been received by the Custodian.
(e) The Custodian shall make deliveries of securities and payments of cash
only upon written instructions signed or initialled by such officer or
officers or other agent or agents of the Trust as may be authorized to sign
or initial such instructions by resolution of the Trustees; it being
understood that the Trustees may from time to time authorize a different
person or persons to sign or initial instructions for different purposes.
The contract between the Trust and the Custodian may contain any such
other provisions not inconsistent with the provisions of Article IX of the
Declaration of Trust or with these By-laws as the Trustees may approve.
Such contract shall be terminable by either party upon written notice to
the other within such time not exceeding sixty (60) days as may be
specified in the contract; provided, however, that upon termination of the
contract or inability of the Custodian to continue to serve, the Custodian
shall, upon written notice of appointment of another bank or trust company
as custodian, deliver and pay over to such successor custodian all
securities and moneys held by it for account of the Trust. In such case,
the Trustees shall promptly appoint a successor custodian, but in the event
that no successor custodian can be found having the required qualifications
and willing to serve, it shall be the duty of the Trustees to call as
promptly as possible a special meeting of the shareholders to determine
whether the Trust shall function without a custodian or shall be
liquidated. If so directed by vote of the holders of a majority of the
outstanding shares, the Custodian shall deliver and pay over all property
of the Trust held by it as specified in such vote.
Such contract shall also provide that, pending appointment of a successor
custodian or a vote of the shareholders specifying some other disposition
of the funds and property, the Custodian shall not deliver funds and
property of the Trust to the Trust, buy may deliver them to a bank or trust
company doing business in Boston, Massachusetts, of its own selection
having an aggregate capital, surplus and undivided profits, as shown by its
last published report, of not less than $2,000,000 as the property of the
Trust to be held under terms similar to those on which they were held by
the retiring custodian.
Any sub-custodian employed by the Custodian pursuant to authorization to
do so granted by the Trust pursuant to Article IX of the Declaration of
Trust shall be required to enter into a contract with the Custodian
containing in substance the same provisions as those described in
paragraphs (a) through (e) above, except that any contract with a
sub-custodian performing its duties outside the United States and its
territories and possessions, may omit or limit any of such conditions,
provided that, any such omission or limitation shall be expressly approved
by a majority of the Trustees of the Trust.
ARTICLE VIII
Seal
The seal of the Trust shall be circular in form bearing the inscription:
"FIDELITY SPECIAL SITUATIONS FUND - 1983"
ARTICLE IX
Fiscal Year
The fiscal year of the Trust shall be the period of twelve months ending
on the 31st day of December in each calendar year.
ARTICLE X
Amendments
These By-laws may be amended at any meeting of the Trustees of the Trust
by a majority vote; provided, however, that any amendment which changes or
affects the provisions of Article VII, Article X, or Article XII shall be
approved by vote of a majority of the outstanding shares of the Trust
entitled to vote.
ARTICLE XI
Underwriting Arrangements
SECTION 1. Any contract entered into for the sale of shares of the Trust
pursuant to Article VII, Section 2 of the Declaration of Trust shall
require the other party thereto (hereinafter called the "underwriter")
whether acting as principal or as agent to use all reasonable efforts,
consistent with the other business of the underwriter, to secure purchasers
for the shares of the Trust. Such contract shall require the underwriter
to bear all expenses (a) of printing and distributing any Prospectus or
reports prepared for its use in connection with the offering of the shares
of the Trust for sale to the public, other than the expenses of preparing,
setting up in type, printing and distributing (i) Prospectuses used in
connection with the registration and qualification of shares under the
Securities Act of 1933 or various state laws, (ii) any report or other
communication to shareholders of the Trust in their capacity as such and
(iii) Prospectuses sent to existing shareholders, (b) of any other
literature used by it in connection with such offering, and (c) advertising
in connection with such offering.
ARTICLE XII
Reports to Shareholders
The Trustees shall at least semi-annually submit to the shareholders a
written financial report of the transactions of the Trust including
financial statements which shall at least annually be certified by
independent public accountants.

FORM OF DISTRIBUTION AND SERVICE PLAN
((Underlined)) language will be added.
[bracketed] language will be deleted.
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR EQUITY [PORTFOLIO: GROWTH] ((GROWTH FUND))
[RETAIL CLASS] ((CLASS T SHARES))
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act") for the [Retail Class (the Retail
Class")] ((Class T shares)) of Fidelity Advisor Equity [Portfolio: Growth
(the "Portfolio")] ((Growth Fund ("Class T") a class of shares of Fidelity
Advisor Equity Growth Fund (the "Fund"))), [a series] ((a portfolio)) of
Fidelity [Broad Street Trust] ((Advisor Series I (the "Trust"))).
2. The [Fund] ((Trust))has entered into a General Distribution Agreement
on behalf of the [Portfolio] ((Fund)) with Fidelity Distributors
Corporation (the "Distributor"), [a wholly-owned subsidiary of Fidelity
Management & Research Company (the "Adviser"),] under which the Distributor
uses all reasonable efforts, consistent with its other business, to secure
purchasers of the [Portfolio's] ((Fund's)) shares of beneficial interest
(the "Shares"). Such efforts may include, but neither are required to
include nor are limited to, the following: (1) formulation and
implementation of marketing and promotional activities, such as mail
promotions and television, radio, newspaper, magazine and other mass media
advertising; (2) preparation, printing and distribution of sales
literature; (3) preparation, printing and distribution of prospectuses of
the [Portfolio] ((Fund ))and reports to recipients other than ((the))
existing shareholders of the [Portfolio] ((Fund)); (4) obtaining such
information, analyses and reports with respect to marketing and promotional
activities as the Distributor may, from time to time, deem advisable; (5)
making payments to securities dealers and others engaged in the sale of
Shares or who engage in shareholder support services; and (6) providing
training, marketing and support to such dealers [and others] with respect
to the sale of Shares.
3. In consideration for the services provided and the expenses incurred by
the Distributor pursuant to the General Distribution Agreement ((and
paragraph 2 hereof, all with respect to Class T Shares)), [the Retail Class
of the Portfolio] ((Class T)) shall pay to the Distributor a fee at the
annual rate of .75% (((or such less amount as the Trustees may, from time
to time, determine))) of [such Class'] ((the)) average daily net assets
((of Class T)) throughout the month. [or such lesser amount as may be
established from time to time by the Trustees of the Fund, as specified in
paragraph 6 of this plan. Such fee shall be computed and paid monthly.]
The determination of daily net assets shall be made at the close of
business each day throughout the month and computed in the manner specified
in the [Portfolio's] ((Fund's)) then current Prospectus for the
determination of the net asset value of ((the Fund's Class T)) Shares. [of
the Retail Class, but shall exclude assets attributable to (i) shares
purchased more than 144 months prior to such day or (ii) any other Class of
the Portfolio.] The Distributor may use all or any portion of the fee
received pursuant to [the] ((this)) Plan to compensate securities dealers
or other persons who have engaged in the sale of ((Class T)) Shares or in
shareholder support services pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities authorized
under paragraph 2 [thereof] ((hereof)).
4. [Each Class of the Portfolio] ((The Fund)) presently pays, and will
continue to pay, a management fee to [the Adviser] ((Fidelity Management &
Research Company ("the Adviser"))) pursuant to a management agreement
between the [Portfolio] ((Fund)) and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management fee
revenue, as well as its past profits or its resources from any other
source, to [reimburse] ((make payment)) to the Distributor [for] ((with
respect to any)) expenses incurred in connection with the distribution of
((Class T)) Shares, including the activities referred to in paragraph[s] 2
[and 3] hereof. To the extent that the payment of management fees by the
[Class] ((Fund)) to the Adviser should be deemed to be indirect financing
of any activity primarily intended to result in the sale of ((Class T))
Shares within the meaning of Rule 12b-1, then such payment shall be deemed
to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of [the Retail]
Class ((T)), this Plan having been approved by a vote of a majority of the
Trustees of the [Fund] ((Trust)), including a majority of Trustees who are
not "interested persons" of the [Fund] ((Trust)) (as defined in the Act)
and who have no direct or indirect financial interest in the operation of
this Plan or in any agreement related to the Plan (the "Independent
Trustees"), cast in person at a meeting called for the purpose of voting on
this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect until [July 31, 1993] ((April 30, 1998)), and from year to year
thereafter; provided, however, that such continuance is subject to approval
annually by a vote of a majority of the Trustees of the [Fund] ((Trust)),
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the [maximum] fee provided for in
paragraph 3 hereof or any amendment of the Management Contract to increase
the amount to be paid by the [Portfolio] ((Fund)) thereunder shall be
effective only upon approval by a vote of a majority of the outstanding
voting securities of [Retail] Class ((T)), in the case of [the] ((this))
Plan, or upon approval by a vote of a majority of the outstanding voting
securities of the [Portfolio] ((Fund)), in the case of the Management
Contract, and (b) any material amendment of this Plan shall be effective
only upon approval in the manner provided in the first sentence of this
paragraph 6.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of [the] Class ((T)).
8. During the existence of this Plan, the [Fund] ((Trust)) shall require
the Adviser and/or the Distributor to provide the [Fund] ((Trust)), for
review by the [Fund 's] Trustees, and the Trustees shall review, at least
quarterly, a written report of the amounts expended in connection with
financing any activity primarily intended to result in the sale of shares
of [the Retail] Class ((T)) (making estimates of such costs where necessary
or desirable) and the purposes for which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of [shares of the] Class ((T Shares)).
10. Consistent with the limitation of shareholder liability as set forth
in the [Fund's] ((Trust's)) Declaration of Trust, [any] obligation assumed
by [the Retail] Class ((T)) pursuant to this Plan and any agreement related
to this Plan shall be limited in all cases to [the Retail] Class ((T )) and
its assets and shall not constitute an obligation of any shareholder of the
[Fund] ((Trust)) or of any other [series or] class of the Fund, ((series of
the Trust or class of such series)).
11. If any provision of the Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.

FORM OF MANAGEMENT CONTRACT
((Underlined)) language will be added.
[bracketed] language will be deleted.
MANAGEMENT CONTRACT
BETWEEN
FIDELITY ADVISOR SERIES I:
((FIDELITY ADVISOR)) EQUITY [PORTFOLIO:] GROWTH ((FUND))
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
((AMENDMENT)) [AGREEMENT] made this [1st day of December, 1990] ((____ day
of ________, 1997)), by and between [Equity Portfolio: Growth] ((Fidelity
Advisor Series I)), a Massachusetts business trust which may issue one or
more series of shares of beneficial interest (hereinafter called the
"Fund"), on behalf of [its single existing series of shares of beneficial
interest] ((Fidelity Advisor Equity Growth Fund)) (hereinafter called the
"Portfolio") and Fidelity Management & Research Company, a Massachusetts
corporation (hereinafter called the "Adviser"), ((as set forth in its
entirety below)).
((Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 6 of the existing Management Contract dated
December 1, 1990, to a modification of said Contract in the manner set
below. The Amended Management Contract shall, when executed by duly
authorized officers of the Fund and Adviser, take effect on August 1, 1997
or the first day of the month following approval)).
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio
office space and all necessary office facilities, equipment and personnel
for servicing the investments of the Portfolio; and shall pay the salaries
and fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the [Portfolio] ((Fund)) or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and
other securities and investment instruments on behalf of the Portfolio.
The investment policies and all other actions of the Portfolio are and
shall at all times be subject to the control and direction of the Fund's
Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing
the Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with [regard] ((respect))
to Fund policies, and shall carry out such policies as are adopted by the
Trustees. The Adviser shall, subject to review by the Board of Trustees,
furnish such other services as the Adviser shall from time to time
determine to be necessary or useful to perform its obligations under this
Contract.
(c) The Adviser [, at its own expense,] shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best
efforts to seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are reasonable
in relation to the benefits received. In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934) to the
Portfolio and/or the other accounts over which the Adviser or its
affiliates exercise investment discretion. The Adviser is authorized to
pay a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Portfolio which is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in good
faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Adviser and its
affiliates have with respect to accounts over which they exercise
((investment discretion. The Trustees of the Fund shall periodically
review)) the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the [Fund] ((Portfolio)).
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Adviser shall receive a
monthly management fee, payable monthly as soon as practicable after the
last day of each month, composed of a Group Fee [Rate] and an Individual
Fund Fee [Rate].
(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly
average of the net assets of the registered investment companies having
Advisory and Service or Management Contracts with the Adviser (computed in
the manner set forth in the [charter of each investment company] ((fund's
Declaration of Trust or other organizational document))) determined as of
the close of business on each business day throughout the month. The Group
Fee Rate shall be determined on a cumulative basis pursuant to the
following schedule:
Average Net Assets Annualized Fee Rate (for each level)

$ 0 - 3 billion .5200%
3 - 6 .4900
6 - 9 .4600
9 - 12 .4300
12 - 15 .4000
15 - 18 .3850
18 - 21 .3700
21 - 24 .3600
24 - 30 .3500
30 - 36 .3450
36 - 42 .3400
42 - 48 .3350
48 - 66 .3250
66 - 84 .3200
84 - 102 .3150
[Over 102] [.31]

((102 - 138)) ((.3100))

((138 - 174)) ((.3050))

((174 - 210)) ((.3000))

((210 - 246)) ((.2950))

((246 - 282)) ((.2900))

((282 - 318)) ((.2850))

((318 - 354)) ((.2800))

((354 - 390)) ((.2750))

((390 - 426)) ((.2700))

((426 - 462)) ((.2650))

((462 - 498)) ((.2600))

((498 - 534)) ((.2550))

((Over - 543)) ((.2500))

(b) Individual Fund Fee Rate. The individual fund fee rate shall be
[.33%] ((____))% of average daily net assets of the Fund.
The sum of the Group Fee Rate, calculated as described above to the
nearest millionth, and the Individual Fund Fee Rate shall constitute the
Annual Management Fee Rate. One-twelfth of the Annual Management Fee
((Rate)) shall be applied to the average of the net assets of the [Fund]
((Portfolio)) (computed in the manner set forth in the ((Fund's))
Declaration of Trust [of the Fund] ((or other organizational document)))
determined as of the close of business on each business day throughout the
month.
(((c) In case of termination of this Contract during any month, the fee
for that month shall be reduced proportionately on the basis of the number
of business days during which it is in effect, and the fee computed upon
the average net assets for the business days it is so in effect for that
month.))
4. It is understood that the Portfolio will pay all its expenses [other
than those expressly stated to be payable by the Adviser hereunder], which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share[s], based on relative net assets of the Portfolio and other
registered investment companies having Advisory and Service or Management
Contracts with the Adviser, of 50% of insurance premiums for fidelity and
other coverage; (x) its proportionate share of association membership dues;
(xi) expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and Officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security ((or other
investment instrument)).
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this
paragraph 6, this Contract shall continue in force until July 31,
199[1]((8))
and indefinitely thereafter, but only so long as the continuance after
such
date shall be specifically approved at least annually by vote of the
Trust-
ees of the Fund or by vote of a majority of the outstanding voting
securi-
ties of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the
outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
para-
graph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of
the
Fund who are not parties to the Contract or interested persons of any
such
party, cast in person at a meeting called for the purpose of voting on
such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written no-
tice to the other, terminate this Contract, without payment of any
penalty,
by action of its Trustees or Board of Directors, as the case may be, or
with
respect to the Portfolio by vote of a majority of the outstanding voting
se-
curities of the Portfolio. This Contract shall terminate automatically
in the
event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust ((or
other organizational document)) and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust are separate
and distinct from those of any and all other Portfolios.
((8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of laws provisions thereof.))
The terms "vote of a majority of the outstanding securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
((FIDELITY ADVISOR SERIES I))
((on behalf of Fidelity)) Equity [Portfolio:] Growth ((Fund))
By _________________________
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By ______________________
President

FORM OF SUB-ADVISORY AGREEMENT
((Underlined)) language will be added.
[bracketed] language will be deleted.
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
((AND))
((FIDELITY ADVISOR SERIES I ON BEHALF OF))
((FIDELITY ADVISOR EQUITY GROWTH FUND))
AGREEMENT made this [1st day of December, 1990] ((____ day of _________,
1997)), by and between Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire Street,
Boston, Massachusetts (hereinafter called the "Advisor"); [and] Fidelity
Management & Research (U.K.) Inc. [a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts]
(hereinafter called the "Sub-Advisor"); ((and Fidelity Advisor Series I, a
Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Trust") on behalf of
Fidelity Advisor Equity Growth Fund (hereinafter called the "Portfolio"))).
WHEREAS ((the Trust and)) the Advisor [has] ((have)) entered into a
Management Contract [with Equity Portfolio: Growth, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Fund")] ((on behalf of the Portfolio)),
pursuant to which the Advisor is to act as investment [advisor to]
((manager of)) the Portfolio, and
[WHEREAS the Sub-Advisor has personnel in Western Europe and was formed
for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries and
issuers located outside of North America, principally in Western Europe.]
((WHEREAS the Sub-Advisor and its subsidiaries and other affiliated
persons have personnel in various locations throughout the world and have
been formed in part for the purpose of researching and compiling
information and recommendations with respect to the economies of various
countries, and securities of issuers located in such countries, and
providing investment advisory services in connection therewith));
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, ((the Trust)), the Advisor and the Sub-Advisor agree
as follows:
[1. The Sub-Advisor shall act as an investment consultant to the Advisor
and shall furnish the Advisor factual information, research reports and
investment recommendations relating to non-U.S. issuers of securities
located in, and the economies of, various countries outside the U.S., all
as the Advisor may reasonably require. Such information shall include
written and oral reports and analyses.]
((1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor
to perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.))
(((a) INVESTMENT ADVICE: If and to the extent requested by the Advisor,
the Sub-Advisor shall provide investment advice to the Portfolio and the
Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require. Such information
may include written and oral reports and analyses.))
(((b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor,
manage all or a portion of the investments of the Portfolio in accordance
with the investment objective, policies and limitations provided in the
Portfolio's Prospectus or other governing instruments, as amended from time
to time, the Investment Company Act of 1940 (the "1940 Act") and rules
thereunder, as amended from time to time, and such other limitations as the
Trust or Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only
to the extent such duties are delegated in writing by the Advisor, to
provide additional investment management services to the Portfolio,
including but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money, or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction of
the Advisor and the Trust's Board of Trustees.))
(((c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.))
((2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.))
((3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall
place all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. ((In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or to
the other accounts over which the Sub-Advisor or Advisor exercise
investment discretion. The Sub-Advisor is authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Sub-Advisor determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Sub-Advisor has with respect to
accounts over which it exercises investment discretion. The Trustees of
the Trust shall periodically review the commissions paid by the Portfolio
to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Portfolio.))
[2. The Sub-Advisor will be compensated by the Advisor on the following
basis for the services to be furnished hereunder: the Advisor agrees to
pay the Sub-Advisor a monthly fee equal to 110% of the Sub-Advisor's costs
incurred in connection with the Agreement, said costs to be determined in
relation to the assets of the [Fund] ((Portfolio)) that benefit from the
services of the Sub-Advisor.]
((4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.))
(((a) INVESTMENT ADVISORY FEE: For services provided under subparagraph
(a) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be
equal to 110% of the Sub-Advisor's costs incurred in connection with
rendering the services referred to in subparagraph (a) of paragraph 1 of
this Agreement. The Sub-Advisory Fee shall not be reduced to reflect
expense reimbursements or fee waivers by the Advisor, if any, in effect
from time to time.))
(((b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers and
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.))
(((c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.))
((5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.))
[3.] ((6. Interested Persons:)) It is understood that Trustees, officers
and shareholders of the [Fund] ((Trust)) are or may be or become interested
in the Advisor [and] ((or)) the Sub-Advisor as directors, officers or
otherwise and that directors, officers and stockholders of the Advisor
[and] ((or)) the Sub-Advisor are or may be or become similarly interested
in the [Fund] ((Trust )) and that the Advisor or the Sub-Advisor may be or
become interested in the [Fund] ((Trust)) as a shareholder or otherwise.
[4. The Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Advisor or the Fund. The Sub-Advisor
shall have no authority to act for, represent, bind or obligate the Advisor
or the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Fund.]
[5.] ((7. Services to Other Companies or Accounts:)) The Services of
the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations [with respect
to rendering investment advice] hereunder. ((The Sub-Advisor shall for all
purposes be an independent contractor and not an agent or employee of the
Advisor or the Fund. ))
((8. Standard of Care:)) In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, [the Fund] ((the Trust)), or to any shareholder
of the [Fund] ((Portfolio)) for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
((9. Duration and Termination of Agreement: Amendments:))
[6.] (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph [6] ((9)), this Agreement shall continue in force until July
31, [1991] ((199_)) and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the [Fund's] ((Trust's)) Board of Trustees or by vote
of a majority of the outstanding voting securities of the [Fund]
((Portfolio)).
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the [Fund] ((Portfolio)), such consent on the part of the
[Fund] ((Portfolio)) to be authorized by vote of a majority of the
outstanding voting securities of the [Fund] ((Portfolio)).
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph [6] ((9)), the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the [Fund] ((Trust)) who are not parties to [such] ((this))
Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the [Fund] ((Portfolio)) may,
at any time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of its
Board of Trustees or Directors, or ((with respect to the Portfolio)) by
vote of a majority of its outstanding voting securities. This Agreement
shall terminate automatically in the event of its assignment.
[7.] ((10. Limitation of Liability:)) The Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as set
forth in the Declaration of Trust [of the Fund] ((or other organizational
document of the Trust)) and agrees that any obligations of the [Fund]
((Trust or the Portfolio)) arising in connection with this Agreement shall
be limited in all cases to the [Fund] ((Portfolio ))and its assets, and the
Sub-Advisor shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the [Fund] ((Portfolio)). Nor shall the
Sub-Advisor seek satisfaction of any such obligation from the Trustees or
any individual Trustee.
((11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof.))
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
[Investment Company Act of 1940] ((1940 Act)) as now in effect or as
hereafter amended.

FORM OF SUB-ADVISORY AGREEMENT
((Underlined)) language will be added.
[bracketed] language will be deleted.
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
((AND))
((FIDELITY ADVISOR SERIES I ON BEHALF OF))
((FIDELITY ADVISOR EQUITY GROWTH FUND))
AGREEMENT made this [1st day of December, 1990] ((____ day of _________,
1997)), by and between Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire Street,
Boston, Massachusetts (hereinafter called the "Advisor"); [and] Fidelity
Management & Research (Far East) Inc. [a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts]
(hereinafter called the "Sub-Advisor"); ((and Fidelity Advisor Series I, a
Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Trust") on behalf of
Advisor Equity Growth Fund (hereinafter called the "Portfolio").))
WHEREAS ((the Trust and)) the Advisor [has] ((have)) entered into a
Management Contract [with Equity Portfolio: Growth, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Fund")] ((on behalf of the Portfolio,))
pursuant to which the Advisor is to act as investment [advisor to]
((manager of)) the Portfolio, and
[WHEREAS the Sub-Advisor has personnel in Asia and the Pacific Basin and
was formed for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries and
issuers located outside of North America, principally in Asia and the
Pacific Basin.]
((WHEREAS the Sub-Advisor and its subsidiaries and other affiliated
persons have personnel in various locations throughout the world and have
been formed in part for the purpose of researching and compiling
information and recommendations with respect to the economies of various
countries, and securities of issuers located in such countries, and
providing investment advisory services in connection therewith;))
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, ((the Trust,)) the Advisor and the Sub-Advisor agree
as follows:
[1. The Sub-Advisor shall act as an investment consultant to the Advisor
and shall furnish the Advisor factual information, research reports and
investment recommendations relating to non-U.S. issuers of securities
located in, and the economies of, various countries outside the U.S., all
as the Advisor may reasonably require. Such information shall include
written and oral reports and analyses.]
((1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor
to perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.))
(((a) INVESTMENT ADVICE: If and to the extent requested by the Advisor,
the Sub-Advisor shall provide investment advice to the Portfolio and the
Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require. Such information
may include written and oral reports and analyses.))
(((b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor,
manage all or a portion of the investments of the Portfolio in accordance
with the investment objective, policies and limitations provided in the
Portfolio's Prospectus or other governing instruments, as amended from time
to time, the Investment Company Act of 1940 (the "1940 Act") and rules
thereunder, as amended from time to time, and such other limitations as the
Trust or Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only
to the extent such duties are delegated in writing by the Advisor, to
provide additional investment management services to the Portfolio,
including but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money, or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction of
the Advisor and the Trust's Board of Trustees.))
(((c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.))
((2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.))
((3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall
place all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination
may be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Advisor has with respect to accounts over
which it exercises investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.))
[2. The Sub-Advisor will be compensated by the Advisor on the following
basis for the services to be furnished hereunder: the Advisor agrees to
pay the Sub-Advisor a monthly fee equal to 105% of the Sub-Advisor's costs
incurred in connection with the Agreement, said costs to be determined in
relation to the assets of the Fund that benefit from the services of the
Sub-Advisor.]
((4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.))
(((a) INVESTMENT ADVISORY FEE: For services provided under subparagraph
(a) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be
equal to 105% of the Sub-Advisor's costs incurred in connection with
rendering the services referred to in subparagraph (a) of paragraph 1 of
this Agreement. The Sub-Advisory Fee shall not be reduced to reflect
expense reimbursements or fee waivers by the Advisor, if any, in effect
from time to time.))
(((b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers and
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.))
(((c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.))
((5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.))
[3.] 6. Interested Persons: It is understood that Trustees, officers and
shareholders of the [Fund] ((Trust)) are or may be or become interested in
the Advisor [and] ((or)) the Sub-Advisor as directors, officers or
otherwise and that directors, officers and stockholders of the Advisor
[and] ((or)) the Sub-Advisor are or may be or become similarly interested
in the [Fund] ((Trust)) and that the Advisor or the Sub-Advisor may be or
become interested in the [Fund] ((Trust)) as a shareholder or otherwise.
[4. The Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Advisor or the Fund. The Sub-Advisor
shall have no authority to act for, represent, bind or obligate the Advisor
or the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Fund.]
[5.] ((7. Services to Other Companies or Accounts:)) The Services of
the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations [with respect
to rendering investment advice] hereunder. ((The Sub-Advisor shall for all
purposes be an independent contractor and not an agent or employee of the
Advisor or the Fund.))
((8. Standard of Care:)) In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, [the Fund] ((the Trust,)) or to any shareholder
of the [Fund] ((Portfolio)) for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
((9. Duration and Termination of Agreement: Amendments:))
[6.] (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph [6] ((9)), this Agreement shall continue in force until July
31, [1991] ((1998)) and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the [Fund's] ((Trust's)) Board of Trustees or by vote
of a majority of the outstanding voting securities of the [Fund]
((Portfolio)).
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the [Fund] ((Portfolio,)) such consent on the part of the
[Fund] ((Portfolio)) to be authorized by vote of a majority of the
outstanding voting securities of the [Fund] ((Portfolio.))
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph [6] ((9,)) the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the [Fund] ((Trust)) who are not parties to [such] ((this))
Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the [Fund] ((Portfolio)) may,
at any time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of its
Board of Trustees or Directors, or ((with respect to the Portfolio)) by
vote of a majority of its outstanding voting securities. This Agreement
shall terminate automatically in the event of its assignment.
[7.] ((10. Limitation of Liability:)) The Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as set
forth in the Declaration of Trust [of the Fund] ((or other organizational
document of the Trust)) and agrees that any obligations of the [Fund]
((Trust or the Portfolio)) arising in connection with this Agreement shall
be limited in all cases to the Portfolio and its assets, and the
Sub-Advisor shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the [Fund] ((Portfolio.)) Nor shall the
Sub-Advisor seek satisfaction of any such obligation from the Trustees or
any individual Trustee.
((11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof.))
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
[Investment Company Act of 1940] ((1940 Act)) as now in effect or as
hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
FIDELITY MANAGEMENT & RESEARCH (Far East) INC.
By _________________________________
Title
FIDELITY MANAGEMENT & RESEARCH COMPANY
By _________________________________
Title
FIDELITY ADVISOR SERIES I on behalf of
Fidelity Advisor Equity Growth Fund
BY: _________________________________
Title
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Equity Growth Fund - Class A the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR EQUITY GROWTH FUND - CLASS A
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Equity Growth Fund - Class A
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip #315805853/fund #245

Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the 12 nominees specified below as [ ] FOR all nominees [ ] WITHHOLD 1.
Trustees: J. Gary Burkhead, Ralph F. Cox, Phyllis listed (except as authority to vote for
Burke Davis, Robert M. Gates, Edward C. Johnson marked to the contrary all nominees.
3d, E. Bradley Jones, Donald J. Kirk, Peter S. below).
Lynch, Gerald C. McDonough, William O. McCoy,
Marvin L. Mann, and Thomas R. Williams
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

5. To amend the Declaration of Trust to provide the fund FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
with the ability to invest all of its assets in another
open-end investment company with substantially the
same investment objective and policies.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

7. To adopt a new fundamental investment policy for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
fund permitting the fund to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
8. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
fund.

9. To approve an amended sub-advisory agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
FMR Far East to provide investment advice and
research services or investment management services.

10. To approve an amended sub-advisory agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
FMR U.K. to provide investment advice and research
services or investment management services.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
11. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
concerning diversification for the fund to permit
increased investment in the securities of any single
issuer.

12. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
concerning diversification for the fund to exclude
investments in other investment companies from the
limitation.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
13. To replace the fund's fundamental name test policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
with a non-fundamental name test policy based on
total assets.

14. To eliminate the fund's fundamental policy relating to FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
permissible repurchase agreement counterparties.

15. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 15.
limitation concerning real estate.

16. To adopt a fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 16.
concerning senior securities for the fund.

17. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 17.
limitation concerning short sales of securities and
replace it with a similar non-fundamental investment
limitation.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
18. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 18.
limitation concerning margin purchases and replace it
with a similar non-fundamental investment limitation.

19. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning borrowing.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
20. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
limitation concerning lending.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
21. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 21.
limitation concerning investments in other investment
companies.

22. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 22.
limitation concerning investments in securities of
newly-formed issuers.

23. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning investing in oil, gas, and mineral
exploration programs.

</TABLE>

AEGA-PXC-497 cusip # 315805853/fund# 245
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Equity Growth Fund - Class T the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR EQUITY GROWTH FUND - CLASS T
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Equity Growth Fund - Class T
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip #315805200/fund #286

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the 12 nominees specified below as [ ] FOR all [ ] WITHHOLD 1.
Trustees: J. Gary Burkhead, Ralph F. Cox, Phyllis nominees listed authority to vote for
Burke Davis, Robert M. Gates, Edward C. Johnson (except as marked to all nominees.
3d, E. Bradley Jones, Donald J. Kirk, Peter S. the contrary below).
Lynch, Gerald C. McDonough, William O. McCoy,
Marvin L. Mann, and Thomas R. Williams
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
8. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
fund.

9. To approve an amended sub-advisory agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
FMR Far East to provide investment advice and
research services or investment management services.

10. To approve an amended sub-advisory agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
FMR U.K. to provide investment advice and research
services or investment management services.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
11. To amend the Class T Distribution and Service Plan for FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
the fund.

12. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
concerning diversification for the fund to permit
increased investment in the securities of any single
issuer.

13. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
concerning diversification for the fund to exclude
investments in other investment companies from the
limitation.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
14. To replace the fund's fundamental name test policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
with a non-fundamental name test policy based on
total assets.

15. To eliminate the fund's fundamental policy relating to FOR [ ] AGAINST [ ] ABSTAIN [ ] 15.
permissible repurchase agreement counterparties.

16. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 16.
limitation concerning real estate.

17. To adopt a fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 17.
concerning senior securities for the fund.

18. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 18.
limitation concerning short sales of securities and
replace it with a similar non-fundamental investment
limitation.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
19. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning margin purchases and replace it
with a similar non-fundamental investment limitation.

20. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
limitation concerning borrowing.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
21. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 21.
limitation concerning lending.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
22. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 22.
limitation concerning investments in other investment
companies.

23. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning investments in securities of
newly-formed issuers.

24. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 24.
limitation concerning investing in oil, gas, and mineral
exploration programs.

</TABLE>

AEGT-PXC-497 cusip # 315805200/fund# 286
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Equity Growth Fund - Class B the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR EQUITY GROWTH FUND - CLASS B
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Equity Growth Fund - Class B
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip #315805309/fund #242

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
8. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
fund.

9. To approve an amended sub-advisory agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
FMR Far East to provide investment advice and
research services or investment management services.

10. To approve an amended sub-advisory agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
FMR U.K. to provide investment advice and research
services or investment management services.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
13. To replace the fund's fundamental name test policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
with a non-fundamental name test policy based on
total assets.

14. To eliminate the fund's fundamental policy relating to FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
permissible repurchase agreement counterparties.

15. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 15.
limitation concerning real estate.

16. To adopt a fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 16.
concerning senior securities for the fund.

</TABLE>

19. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning borrowing.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
20. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
limitation concerning lending.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
21. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 21.
limitation concerning investments in other investment
companies.

22. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 22.
limitation concerning investments in securities of
newly-formed issuers.

23. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning investing in oil, gas, and mineral
exploration programs.

</TABLE>

AEGB-PXC-497 cusip # 315805309/fund# 242
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Equity Growth Fund - Institutional Class the expense
of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR EQUITY GROWTH FUND -
INSTITUTIONAL CLASS
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Equity Growth Fund -
Institutional Class which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at the office of the
trust at 82 Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM
and at any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one votes
and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip #315805101/fund #086

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
8. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
fund.

9. To approve an amended sub-advisory agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
FMR Far East to provide investment advice and
research services or investment management services.

10. To approve an amended sub-advisory agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
FMR U.K. to provide investment advice and research
services or investment management services.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
13. To replace the fund's fundamental name test policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
with a non-fundamental name test policy based on
total assets.

14. To eliminate the fund's fundamental policy relating to FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
permissible repurchase agreement counterparties.

15. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 15.
limitation concerning real estate.

16. To adopt a fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 16.
concerning senior securities for the fund.

</TABLE>

19. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning borrowing.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
20. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
limitation concerning lending.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
21. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 21.
limitation concerning investments in other investment
companies.

22. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 22.
limitation concerning investments in securities of
newly-formed issuers.

23. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning investing in oil, gas, and mineral
exploration programs.

</TABLE>

AEGI-PXC-497 cusip # 315805101/fund# 086
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Mid Cap Fund - Class A the expense of additional
mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR MID CAP FUND - CLASS A
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Mid Cap Fund - Class A which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders
or substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805879/fund #251
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
7. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
concerning diversification for the fund to exclude
investments in other investment companies from the
limitation.

</TABLE>

AMIDA-PXC-497 cusip # 315805879/fund# 251
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Mid Cap Fund - Class T the expense of additional
mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR MID CAP FUND - CLASS T
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Mid Cap Fund - Class T which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders
or substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805408/fund #531
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

AMIDT-PXC-497 cusip # 315805408/fund# 531
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Mid Cap Fund - Class B the expense of additional
mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR MID CAP FUND - CLASS B
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Mid Cap Fund - Class B which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders
or substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805507/fund #532
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

AMIDB-PXC-497 cusip # 315805507/fund# 532
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Mid Cap Fund - Institutional Class the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR MID CAP FUND - INSTITUTIONAL
CLASS
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Mid Cap Fund - Institutional
Class which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805606/fund #533
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

AMIDI-PXC-497 cusip # 315805606/fund# 533
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Large Cap Fund - Class A the expense of additional
mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR LARGE CAP FUND - CLASS A
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Large Cap Fund - Class A which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders
or substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805861/fund #250
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

ALGCA-PXC-497 cusip # 315805861/fund# 250
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Large Cap Fund - Class T the expense of additional
mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR LARGE CAP FUND - CLASS T
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Large Cap Fund - Class T which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders
or substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805705/fund #534
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollarbased voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

7. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
concerning diversification for the fund to exclude
investments in other investment companies from the
limitation.

</TABLE>

ALGCT-PXC-497 cusip # 315805705/fund# 534
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Large Cap Fund - Class B the expense of additional
mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR LARGE CAP FUND - CLASS B
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Large Cap Fund - Class B which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders
or substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805804/fund #535
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollarbased voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

ALGCB-PXC-497 cusip # 315805804/fund# 535
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Large Cap Fund - Institutional Class the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR LARGE CAP FUND - INSTITUTIONAL
CLASS
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Large Cap Fund - Institutional
Class which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805887/fund #536
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollarbased voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

ALGCI-PXC-497 cusip # 315805887/fund# 536
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor TechnoQuantTM Growth Fund - Class A the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR TECHNOQUANT GROWTH FUND - CLASS
A
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor TechnoQuant Growth Fund - Class
A which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805796/fund #267
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollarbased voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

ATQGA-PXC-497 cusip # 315805796/fund# 267
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor TechnoQuantTM Growth Fund - Class T the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR TECHNOQUANT GROWTH FUND - CLASS
T
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor TechnoQuant Growth Fund - Class
T which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805770/fund #269
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

ATQGT-PXC-497 cusip # 315805770/fund# 269
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor TechnoQuantTM Growth Fund - Class B the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR TECHNOQUANT GROWTH FUND - CLASS
B
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor TechnoQuant Growth Fund - Class
B which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805788/fund #268
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollarbased voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

ATQGB-PXC-497 cusip # 315805788/fund# 268
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor TechnoQuantTM Growth Fund - Institutional Class the
expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR TECHNOQUANT GROWTH FUND -
INSTITUTIONAL CLASS
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor TechnoQuant Growth Fund -
Institutional Class which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at the office of the
trust at 82 Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM
and at any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one votes
and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805762/fund #243
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollarbased voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

ATQGI-PXC-497 cusip # 315805762/fund# 243
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Growth & Income Fund - Class A the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR GROWTH & INCOME FUND - CLASS A
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Growth & Income Fund - Class A
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805846/fund #272
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollarbased voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

AGAIA-PXC-497 cusip # 315805846/fund# 272
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Growth & Income Fund - Class T the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR GROWTH & INCOME FUND - CLASS T
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Growth & Income Fund - Class T
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805820/fund #274
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

AGAIT-PXC-497 cusip # 315805820/fund# 274
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Growth & Income Fund - Class B the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR GROWTH & INCOME FUND - CLASS B
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Growth & Income Fund - Class B
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805838/fund #244
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollarbased voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

AGAIB-PXC-497 cusip # 315805838/fund# 244
Vote this proxy card TODAY! Your prompt response will
save Fidelity Advisor Growth & Income Fund - Institutional Class the
expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR GROWTH & INCOME FUND -
INSTITUTIONAL CLASS
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Phyllis Burke Davis, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series I: Fidelity Advisor Growth & Income Fund -
Institutional Class which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at the office of the
trust at 82 Devonshire St., Boston, MA 02109, on July 16, 1997 at 11:30 AM
and at any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one votes
and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date , 1997

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip #315805812/fund #276
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.

6. To amend the Bylaws of the trust to require only FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
Trustee approval of changes to the Bylaws.

</TABLE>

AGAII-PXC-497 cusip # 315805812/fund# 276
EXHIBIT
[TABLE WILL BE UPDATED IN A SUBSEQUENT FILING]
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)

<TABLE>
<CAPTION>
INVESTMENT FISCAL AVERAGE RATIO OF NET RATIO OF

OBJECTIVE AND FUND YEAR END (A) NET ASSETS ADVISORY FEES EXPENSES TO

(MILLIONS)(B) TO AVERAGE AVERAGE NET

NET ASSETS ASSETS (C)

PAID

TO FMR (C)

GROWTH

Select Portfolios:

Air Transportation ((pound)) 2/28/95 $ 9.4 0.24%* 2.50%*

American Gold 2/28/95 350.5 0.62 1.41

Automotive ((pound)) 2/28/95 102.2 0.62 1.80*

Biotechnology ((pound)) 2/28/95 413.9 0.62 1.59

Brokerage and

Investment

Management ((pound)) 2/28/95 30.5 0.26* 2.54*

Chemicals ((pound)) 2/28/95 144.0 0.62 1.51*

Computers ((pound)) 2/28/95 131.6 0.62 1.69*

Construction and 2/28/95 40.9 0.62 1.74*

Housing ((pound))

Consumer Products ((pound)) 2/28/95 7.9 0.30* 2.49*

Defense and Aerospace 2/28/95 5.2 -* 2.49*

((pound))

Developing 2/28/95 222.6 0.62 1.50*

Communications ((pound))

Electronics ((pound)) 2/28/95 155.8 0.62 1.71*

Energy ((pound)) 2/28/95 104.4 0.62 1.85

Energy Service ((pound)) 2/28/95 59.4 0.62 1.79*

Environmental 2/28/95 45.0 0.62 2.01*

Services ((pound))

Financial Services ((pound)) 2/28/95 108.2 0.62 1.54*

Food and Agriculture 2/28/95 92.7 0.62 1.68*

((pound))

Health Care ((pound)) 2/28/95 642.9 0.62 1.36*

Home Finance ((pound)) 2/28/95 200.7 0.62 1.45*

Industrial Equipment 2/28/95 123.8 0.62 1.78*

((pound))

Industrial Materials ((pound)) 2/28/95 177.3 0.62 1.53*

Insurance ((pound)) 2/28/95 10.3 0.62 2.34*

Leisure ((pound)) 2/28/95 73.1 0.62 1.62*

Medical Delivery ((pound)) 2/28/95 214.0 0.62 1.45*

Multimedia ((pound)) ((psi)) 2/28/95 31.5 0.62 2.03*

Natural Gas ((pound)) 2/28/95 77.1 0.62 1.66*

Paper and Forest 2/28/95 56.2 0.62 1.87*

Products ((pound))

Precious Metals and 2/28/95 437.1 0.62 1.46

Minerals ((pound))

Regional Banks ((pound)) 2/28/95 143.9 0.62 1.56*

Select Portfolios

(continued):

Retailing ((pound)) 2/28/95 $ 60.8 0.62% 1.96*%

Software and 2/28/95 182.1 0.62 1.50*

Computer

Services ((pound))

Technology ((pound)) 2/28/95 206.1 0.62 1.56*

Telecommunications 2/28/95 374.3 0.62 1.55*

((pound))

Transportation ((pound)) 2/28/95 12.7 0.62 2.36*

Utilities Growth((pound))((psi)) 2/28/95 224.4 0.62 1.42*

Magellan ((pound)) 3/31/95 35,788.6 0.75 0.96*

Mid Cap Stock 4/30/95** 300.2 0.66(dagger) 1.22(dagger)*

Small Cap Stock 4/30/95 640.2 0.56 0.90*

Fidelity Fifty ((pound)) 6/30/94** 44.2 0.63(dagger) 1.58(dagger)

Blue Chip Growth 7/31/94 1,359.3 0.70 1.22

Low-Priced Stock ((pound)) 7/31/94 2,084.5 0.79 1.13

OTC Portfolio 7/31/94 1,296.9 0.50 .88

Export Fund 8/31/95** 62.6 0.62(dagger) 1.65(dagger)

Advisor Strategic

Opportunities:

Class A ((pound)) 9/30/94 337.0 0.72 1.84

Class B ((pound)) 9/30/94** 3.3 0.72 2.63(dagger)

Initial Shares ((pound)) 9/30/94 19.6 0.72 1.14

Destiny I 9/30/94 3,204.9 0.65 0.70

Destiny II 9/30/94 1,326.8 0.73 0.80

Advisor Emerging Asia 10/31/94 125.5 1.00(dagger) 1.78(dagger)

Fund, Inc. ((oval))

Advisor Global 10/31/94 115.8 0.77 2.07*

Resources ((pound))

Advisor Growth 10/31/94 3,215.2 0.69 1.62*

Opportunities - Class

Advisor Overseas ((sigma)) 10/31/94 428.7 0.80 2.12

Canada ((sigma)) 10/31/94 214.8 0.80 1.57

Capital Appreciation ((pound)) 10/31/94 1,720.3 0.77 1.17

Disciplined Equity ((pound)) 10/31/94 891.4 0.72 1.05

Diversified 10/31/94 316.5 0.72 1.25

International ((sigma))

Emerging Markets ((sigma)) 10/31/94 1,639.2 0.77 1.52

Europe ((sigma)) 10/31/94 493.3 0.72 1.35

Europe Capital 10/31/94** 288.2 0.77(dagger) 1.54(dagger)

Appreciation ((sigma))

International Value ((Rex-all)) 10/31/95** 9.6 0.77(dagger) 2.00(dagger)*

Japan ((Rex-all)) 10/31/94 362.4 0.75 1.42

Latin America ((sigma)) 10/31/94 $ 782.5 0.77% 1.48%

Overseas ((sigma)) 10/31/94 1,895.8 0.80 1.24

Pacific Basin ((Rex-all)) 10/31/94 509.8 0.86 1.54

Southeast Asia ((Rex-all)) 10/31/94 806.9 0.69 1.47

Stock Selector ((pound)) 10/31/94 710.5 0.72 1.09

Value ((pound)) 10/31/94 3,325.0 0.52 0.79

Worldwide ((sigma)) 10/31/94 530.6 0.77 1.32

Advisor Equity Portfolio

Growth :

Class A ((pound)) 11/30/94 663.9 0.64 1.70

Institutional Class ((pound)) 11/30/94 364.1 0.64 0.84

Emerging Growth ((pound)) 11/30/94 617.7 0.66 1.02

Growth Company ((pound)) 11/30/94 2,748.9 0.73 1.05

New Millennium 11/30/94 312.2 0.82 1.29

Retirement Growth ((pound)) 11/30/94 2989.2 0.77 1.07

</TABLE>

(a) All fund data are as of the fiscal year end noted in the chart or as of
April 30,1995, if fiscal year end figures are not yet available.
(b) Average net assets are computed on the basis of average net assets of
each fund at the close of business on each business day throughout its
fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations. Funds so affected
are indicated by an (*).
(d) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations, or paid by or due
from brokers to which certain portfolio trades have been directed. Funds so
affected are indicated by an (*).
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
((Rex-all)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: Fidelity Management
& Research (U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far
East) Inc. (FMR Far East), Fidelity Investments Japan Ltd. (FIJ), Fidelity
International Investment Advisors (FIIA), and Fidelity International
Investment Advisors (U.K.) Limited (FIIAL U.K.), with respect to the fund.
((sigma)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: FMR U.K., FMR Far
East, FIJ (New Markets Income and Advisor Emerging Markets only), FIIA, and
FIIAL U.K., with respect to the fund.
((pound)) Fidelity Management & Research Company has entered into
sub-advisory agreements with FMR U.K. and FMR Far East, with respect to the
fund.
((yen)) Fidelity Management & Research Company has entered into a
sub-advisory agreement with FMR Texas Inc., with respect to the fund.
((oval)) Fidelity Management & Research Company has entered into
sub-advisory agreements with FIIA and FIJ, with respect to the fund.
((psi)) Effective August 3, 1994, Utilities Income Fund and Select
Utilities Portfolio have been renamed to Utilities Fund and Utilities
Growth Portfolio, respectively.

Differences between printed and EDGAR versions of enclosed Proxy Statement
1. Text in printed version which is underscored to show insertions have
been enclosed with (( )) in the EDGAR version.