SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-84776)
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 50 [X]
and
REGISTRATION STATEMENT (No. 811-3785)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 50 [X]
Fidelity Advisor Series I
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 617-563-7000
Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b).
( ) on ( ) pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
(X) on January 28, 1999 pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.
FIDELITY
VALUE STRATEGIES FUND
(fund 014, trading symbol FSLSX)
Initial Class of Fidelity Advisor Value Strategies Fund
PROSPECTUS
JANUARY 28, 2000
(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109
CONTENTS
FUND SUMMARY 3 INVESTMENT SUMMARY
3 PERFORMANCE
4 FEE TABLE
FUND BASICS 5 INVESTMENT DETAILS
6 VALUING SHARES
SHAREHOLDER INFORMATION 6 BUYING AND SELLING SHARES
13 EXCHANGING SHARES
13 ACCOUNT FEATURES AND POLICIES
16 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS
17 TAX CONSEQUENCES
FUND SERVICES 17 FUND MANAGEMENT
18 FUND DISTRIBUTION
APPENDIX 18 FINANCIAL HIGHLIGHTS
FUND SUMMARY
INVESTMENT SUMMARY
INVESTMENT OBJECTIVE
ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing primarily in common
stocks.
(small solid bullet) Investing in securities of companies that FMR
believes are undervalued in the marketplace in relation to factors
such as assets, earnings or growth potential (stocks of these
companies are often called "value" stocks).
(small solid bullet) Focusing investments in medium-sized
companies, but also may invest substantially in larger or smaller
companies.
(small solid bullet) Investing in domestic and foreign issuers.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently
from the value of the market as a whole. The value of
securities of smaller issuers can be more volatile than that of larger
issuers.
(small solid bullet) "VALUE" INVESTING. "Value" stocks can
perform differently from the market as a whole and other types of
stocks and can continue to be undervalued by the market for long
periods of time.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
PERFORMANCE
The following information illustrates the changes in the fund's
performance from year to year and compares Initial Class's performance
to the performance of a market index and an average of the performance
of similar funds over various periods of time. Prior to July 1,
1999, Advisor Value Strategies operated under certain different
investment policies. Accordingly, the fund's historical performance
may not represent its current investment policies. Returns are
based on past results and are not an indication of future performance.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR-BY-YEAR RETURNS
VALUE STRATEGIES - INITIAL
CLASS
Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
% % % % % % % % % %
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: nil
DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VALUE
STRATEGIES , THE HIGHEST RETURN FOR A QUARTER WAS __ %
(QUARTER ENDING _____ ) AND THE LOWEST RETURN FOR A QUARTER WAS
__ % (QUARTER ENDING _____ ).
AVERAGE ANNUAL RETURNS
For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1999
Value Strategies-Initial Class % % %
Russell MidCap Value Index % % %
S&P 500(Registered trademark) % % %
Lipper Capital Appreciation % % %
Funds Average
[If FMR had not reimbursed certain class expenses during these
periods, Initial Class's returns would have been lower.]
Going forward, Advisor Value Strategies' performance will be
compared to the Russell MidCap Value Index rather than the Standard &
Poor's 500 Index (S&P 500) because the Russell MidCap Value Index more
closely reflects the fund's investment strategy.
Russell MidCap Value Index is a market capitalization-weighted
index of medium capitalization value-oriented stocks of U.S.
corporations.
S&P 500 is a market capitalization-weighted index of common stocks.
Lipper Capital Appreciation Funds Average reflects the performance
(excluding sales charges) of mutual funds with similar objectives.
FEE TABLE
The following table describes the fees and expenses that are incurred
when you buy, hold , or sell Initial Class shares of the fund.
[The annual class operating expenses provided below for Initial Class
are based on historical expenses, adjusted to reflect current
fees .] [The annual class operating expenses provided below for
Initial Class do not reflect the effect of any [expense
reimbursements] [[or] reduction of certain expenses] during the
period.] [The annual class operating expenses provided below for
Initial Class are based on historical expenses.]
SHAREHOLDER F EES (PAID BY THE INVESTOR DIRECTLY)
Initial Class
Sales charge (load) on None
purchases and reinvested
distributions
Deferred sales charge (load) None
on redemptions
Annual account maintenance $12.00
fee (for accounts under
$2,500)
ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)
<TABLE>
<CAPTION>
<S> <C> <C>
Initial Class Other expenses %
Management fee % Total annual class operating %
expensesA
Distribution and Service None
(12b-1) fee
</TABLE>
A EFFECTIVE FEBRUARY 27, 1999, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
THE INITIAL CLASS OF THE FUND TO THE EXTENT THAT TOTAL
OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, SECURITIES LENDING
FEES, BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A
PERCENTAGE OF ITS AVERAGE NET ASSETS, EXCEED 1.05%. THIS ARRANGEMENT
CAN BE DISCONTINUED BY FMR AT ANY TIME.
[A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. In addition, the fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total Initial Class operating expenses [, after reimbursement,]would
have been __ % .]
This EXAMPLE helps you compare the cost of investing in the fund with
the cost of investing in other mutual funds.
Let's say, hypothetically, that Initial Class's annual return is 5%
and that your shareholder fees and Initial Class's annual operating
expenses are exactly as described in the fee table. This example
illustrates the effect of fees and expenses, but is not meant to
suggest actual or expected fees and expenses or returns, all of which
may vary. For every $10,000 you invested, here's how much you would
pay in total expenses if you close your account after the number of
years indicated:
Initial Class
1 year $
3 years $
5 years $
10 years $
FUND BASICS
INVESTMENT DETAILS
INVESTMENT OBJECTIVE
ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests the fund's assets primarily in common stocks.
FMR focuses on securities of companies that it believes are
undervalued in the marketplace in relation to factors such as the
company's assets, earnings, or growth potential. The stocks of these
companies are often called "value" stocks.
Although FMR focuses on investing the fund's assets in securities
issued by medium-sized companies, FMR may also make substantial
investments in securities issued by larger or smaller companies.
FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates , and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
DESCRIPTION OF PRINCIPAL SECURITY TYPES
EQUITY SECURITIES represent an ownership interest, or the right to
acquire an ownership interest, in an issuer. Different types of equity
securities provide different voting and dividend rights and priority
in the event of the bankruptcy of the issuer. Equity securities
include common stocks, preferred stocks, convertible
securities , and warrants.
PRINCIPAL INVESTMENT RISKS
Many factors affect the fund's performance. The fund's share price
changes daily based on changes in market conditions and interest rates
and in response to other economic, political , or financial
developments. The fund's reaction to these developments will be
affected by the types of securities in which the fund invests,
the financial condition, industry and economic sector, and geographic
location of an issuer, and the fund's level of investment in the
securities of that issuer. When you sell your shares of the fund, they
could be worth more or less than what you paid for them.
The following factors can significantly affect the fund's
performance:
STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market , and economic
developments. In the short - term, equity prices can fluctuate
dramatically in response to these developments. Different parts of the
market and different types of equity securities can react differently
to these developments. For example, large cap stocks can react
differently from small cap stocks, and "growth" stocks can
react differently from "value" stocks. Issuer,
political , or economic developments can affect a single issuer,
issuers within an industry or economic sector or geographic region, or
the market as a whole.
FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic ,
or regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial , and other operational risks;
and the less stringent investor protection and disclosure standards of
some foreign markets. All of these factors can make foreign
investments, especially those in emerging markets, more volatile and
potentially less liquid than U.S. investments. In addition, foreign
markets can perform differently from the U.S. market.
ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the value of an issuer's
securities. The value of securities of smaller, less well-known
issuers can be more volatile than that of larger issuers.
"VALUE" INVESTING. "Value" stocks can react differently to
issuer, political, market, and economic developments than the market
as a whole and other types of stocks. "Value" stocks tend to be
inexpensive relative to their earnings or assets compared to other
types of stocks. However, "value" stocks can continue to be
inexpensive for long periods of time and may not ever realize their
full value.
In response to market, economic, political , or other
conditions, FMR may temporarily use a different investment strategy
for defensive purposes. If FMR does so, different factors could affect
the fund's performance and the fund may not achieve its
investment objective.
FUNDAMENTAL INVESTMENT POLICIES
The policy discussed below is fundamental, that is,
subject to change only by shareholder approval.
ADVISOR VALUE STRATEGIES FUND seeks capital
appreciation.
VALUING SHARES
The fund is open for business each day the New York Stock Exchange
(NYSE) is open.
A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates Initial Class's NAV as of the
close of business of the NYSE, normally 4:00 p.m. Eastern time.
However, NAV may be calculated earlier if trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission
(SEC). The fund's assets are valued as of this time for the purpose of
computing Initial Class's NAV.
To the extent that the fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of the fund's assets may not occur on days when the
fund is open for business.
The fund's assets are valued primarily on the basis of market
quotations. Certain short-term securities are valued on the basis of
amortized cost. If market quotations are not readily available for a
security or if a security's value has been materially affected by
events occurring after the close of the exchange or market on which
the security is principally traded (for example, a foreign exchange or
market), that security may be valued by another method that the Board
of Trustees believes accurately reflects fair value. A security's
valuation may differ depending on the method used for determining
value.
SHAREHOLDER INFORMATION
BUYING AND SELLING SHARES
GENERAL INFORMATION
Fidelity Investments was established in 1946 to manage one of
America's first mutual funds. Today, Fidelity is the largest mutual
fund company in the country, and is known as an innovative provider of
high-quality financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage
Services, Inc. (FBSI). Fidelity is also a leader in providing
tax-advantaged retirement plans for individuals investing on their own
or through their employer.
For account, product and service information, please use the following
Web site and phone numbers:
(small solid bullet) For information over the Internet, visit
Fidelity's Web site at www.fidelity.com.
(small solid bullet) For accessing account information automatically
by phone, use Fidelity Automated Service Telephone (FASTSM) ,
1-800-544-5555.
(small solid bullet) For exchanges and redemptions, 1-800-544-7777.
(small solid bullet) For account assistance, 1-800-544-6666.
(small solid bullet) For mutual fund and retirement information,
1-800-544-8888.
(small solid bullet) For brokerage information, 1-800-544-7272.
(small solid bullet) TDD - Service for the Deaf and Hearing-Impaired,
1-800-544-0118 (9:00 a.m. - 9:00 p.m. Eastern time).
Please use the following addresses:
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5587
You may buy or sell Initial Class shares of the fund through a
retirement account or an investment professional. If you invest
through a retirement account or an investment professional, the
procedures for buying, selling , and exchanging Initial Class
shares of the fund and the account features and policies may differ.
Additional fees may also apply to your investment in Initial Class
shares of the fund, including a transaction fee if you buy or sell
Initial Class shares of the fund through a broker or other investment
professional.
Certain methods of contacting Fidelity, such as by telephone or
electronically, may be unavailable or delayed (for example, during
periods of unusual market activity). In addition, the level and type
of service available may be restricted based on criteria established
by Fidelity.
The different ways to set up (register) your account with Fidelity are
listed in the following table.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED PLANS
(solid bullet) KEOGH PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)
(solid bullet) 403(B) CUSTODIAL ACCOUNTS
(solid bullet) DEFERRED COMPENSATION PLANS (457 PLANS)
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
TRUST
FOR MONEY BEING INVESTED BY A TRUST
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS
BUYING SHARES
Initial Class shares are offered only to current Initial Class
shareholders.
The price to buy one share of Initial Class is the class's NAV.
Initial Class shares are sold without a sales charge.
Your shares will be bought at the next NAV calculated after your
investment is received in proper form.
Short-term or excessive trading into and out of the fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, the fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
the fund. For these purposes, FMR may consider an investor's trading
history in the fund or other Fidelity funds, and accounts under common
ownership or control.
The fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.
Certain financial institutions that have entered into sales agreements
with Fidelity Distributors Corporation (FDC) may enter confirmed
purchase orders on behalf of customers by phone, with payment to
follow no later than the time when the class is priced on the
following business day. If payment is not received by that time, the
order will be canceled and the financial institution could be held
liable for resulting fees or losses.
MINIMUMS
TO OPEN AN ACCOUNT $2,500
For certain Fidelity retirement accountsA $ 500
TO ADD TO AN ACCOUNT $250
Through regular investment plans $100
MINIMUM BALANCE $2,000
For certain Fidelity retirement accountsA $500
A FIDELITY TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA, SEP-IRA,
AND KEOGH ACCOUNTS.
There is no minimum account balance or initial or subsequent purchase
minimum for certain Fidelity retirement accounts funded through salary
deduction, or accounts opened with the proceeds of distributions from
such retirement accounts. In addition, the fund may waive or lower
purchase minimums in other circumstances.
KEY INFORMATION
PHONE 1-800-544-7777 TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.
TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.
(small solid bullet) Use
Fidelity Money
Line(registered trademark)
to transfer from your bank
account.
INTERNET WWW.FIDELITY.COM TO OPEN AN ACCOUNT
(small solid bullet) Complete
and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address
under "Mail" below.
TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
(small solid bullet) Use
Fidelity Money Line to
transfer from your bank
account.
MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770001 CINCINNATI, (small solid bullet) Complete
OH 45277-0002 and sign the application.
Make your check payable to
the complete name of the
fund and note the applicable
class. Mail to the address
at left.
TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund
and note the applicable
class. Indicate your fund
account number on your check
and mail to the address at
left.
(small solid bullet) Exchange
from another Fidelity fund.
Send a letter of instruction
to the address at left,
including your name, the
funds' names, the applicable
class names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.
IN PERSON TO OPEN AN ACCOUNT
(small solid bullet) Bring
your application and check
to a Fidelity Investor
Center. Call 1-800-544-9797
for the center nearest you.
TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to a Fidelity
Investor Center. Call
1-800-544-9797 for the
center nearest you.
WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
1-800-544-7777 to set up
your account and arrange a
wire transaction.
(small solid bullet) Wire
within 24 hours to: Bankers
Trust Company, Bank Routing
# 021001033, Account #
00163053.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your new
fund account number and your
name.
TO ADD TO AN ACCOUNT
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00163053.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your fund
account number and your name.
AUTOMATICALLY TO OPEN AN ACCOUNT
(small solid bullet) Not
available.
TO ADD TO AN ACCOUNT
(small solid bullet) Use
Fidelity Automatic Account
Builder(registered
trademark) or Direct Deposit.
(small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from a
Fidelity money market fund.
SELLING SHARES
The price to sell one share of Initial Class is the class's NAV.
If appropriate to protect shareholders, the fund may impose a
redemption fee (trading fee) on redemptions from the fund.
Your shares will be sold at the next NAV calculated after your order
is received in proper form.
Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares;
(small solid bullet) Your account registration has changed within the
last 30 days;
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);
(small solid bullet) The check is being made payable to someone other
than the account owner; or
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $2,000 worth of shares in the account to keep
it open ($500 for retirement accounts), except accounts not subject to
account minimums.
(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
the fund.
(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.
(small solid bullet) Remember to keep Initial Class shares in your
account to be eligible to purchase additional Initial Class shares of
the fund.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of the fund.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.
KEY INFORMATION
PHONE 1-800-544-7777 (small solid bullet) Call the
phone number at left to
initiate a wire transaction
or to request a check for
your redemption.
(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.
(small solid bullet) Exchange
to another Fidelity fund.
Call the phone number at left.
INTERNET WWW.FIDELITY.COM (small solid bullet) Exchange
to another Fidelity fund.
(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.
MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 660602 DALLAS, TX SOLE PROPRIETORSHIP, UGMA,
75266-0602 UTMA
(small solid bullet) Send a
letter of instruction to the
address at left, including
your name, the fund's name,
the applicable class name,
your fund account number,
and the dollar amount or
number of shares to be sold.
The letter of instruction
must be signed by all
persons required to sign for
transactions, exactly as
their names appear on the
account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call
1-800-544-6666 to request one.
TRUST
(small solid bullet) Send a
letter of instruction to the
address at left, including
the trust's name, the fund's
name, the applicable class
name, the trust's fund
account number, and the
dollar amount or number of
shares to be sold. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.
BUSINESS OR ORGANIZATION
(small solid bullet) Send a
letter of instruction to the
address at left, including
the firm's name, the fund's
name, the applicable class
name, the firm's fund
account number, and the
dollar amount or number of
shares to be sold. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
1-800-544-6666 for
instructions.
IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit a
Fidelity Investor Center to
request one. Call
1-800-544-9797 for the
center nearest you.
TRUST
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.
BUSINESS OR ORGANIZATION
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit a
Fidelity Investor Center for
instructions. Call
1-800-544-9797 for the
center nearest you.
AUTOMATICALLY (small solid bullet) Use
Personal Withdrawal Service
to set up periodic
redemptions from your account.
EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
As an Initial Class shareholder, you have the privilege of exchanging
Initial Class shares for shares of Fidelity funds.
However, you should note the following policies and restrictions
governing exchanges:
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) The fund may temporarily or permanently terminate
the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.
(small solid bullet) The fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
The fund may terminate or modify the exchange privilege in the future.
Other funds may have different exchange restrictions, and may
impose trading fees of up to 3.00% of the amount exchanged.
Check each fund's prospectus for details.
ACCOUNT FEATURES AND POLICIES
FEATURES
The following features are available to buy and sell shares of the
fund.
AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account, between accounts , or out of your account. While
automatic investment programs do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Automatic withdrawal or exchange
programs can be a convenient way to provide a consistent income flow
or to move money between your investments.
<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC ACCOUNT
BUILDER TO MOVE MONEY FROM
YOUR BANK ACCOUNT TO A
FIDELITY FUND.
MINIMUM FREQUENCY PROCEDURES
$100 Monthly or quarterly (small solid bullet) To set
up for a new account,
complete the appropriate
section on the fund
application.
(small solid bullet) To set
up for existing accounts,
call 1-800-544-6666 or visit
Fidelity's Web site for an
application.
(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
investment date.
DIRECT DEPOSIT TO SEND ALL OR
A PORTION OF YOUR PAYCHECK
OR GOVERNMENT CHECK TO A
FIDELITY FUND.A
MINIMUM FREQUENCY PROCEDURES
$100 Every pay period (small solid bullet) To set
up for a new account, check
the appropriate box on the
fund application.
(small solid bullet) To set
up for an existing account,
call 1-800-544-6666 or visit
Fidelity's Web site for an
authorization form.
(small solid bullet) To make
changes you will need a new
authorization form. Call
1-800-544-6666 or visit
Fidelity's Web site to
obtain one.
A BECAUSE ITS SHARE PRICE
FLUCTUATES, THE FUND MAY NOT
BE AN APPROPRIATE CHOICE FOR
DIRECT DEPOSIT OF YOUR
ENTIRE CHECK.
FIDELITY AUTOMATIC EXCHANGE
SERVICE TO MOVE MONEY FROM A
FIDELITY MONEY MARKET FUND
TO ANOTHER FIDELITY FUND.
MINIMUM FREQUENCY PROCEDURES
$100 Monthly, bimonthly, (small solid bullet) To set
quarterly, or annually up, call 1-800-544-6666
after both accounts are
opened.
(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
exchange date.
</TABLE>
PERSONAL WITHDRAWAL SERVICE
TO SET UP PERIODIC
REDEMPTIONS FROM YOUR
ACCOUNT TO YOU OR TO YOUR
BANK ACCOUNT.
FREQUENCY PROCEDURES
Monthly (small solid bullet) To set
up, call 1-800-544-6666.
(small solid bullet) To make
changes, call Fidelity at
1-800-544-6666 at least
three business days prior to
your next scheduled
withdrawal date.
OTHER FEATURES. The following other features are also available to buy
and sell shares of the fund.
WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.
(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account, or call 1-800-544-7777 to add the feature after
your account is opened. Call 1-800-544-7777 before your first use to
verify that this feature is set up on your account.
(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.
FIDELITY MONEY LINE
TO TRANSFER MONEY BETWEEN YOUR BANK ACCOUNT AND YOUR FUND ACCOUNT.
(small solid bullet) You must sign up for the Money Line feature
before using it. Complete the appropriate section on the application
and then call 1-800-544-7777 or visit Fidelity's Web site before your
first use to verify that this feature is set up on your account.
(small solid bullet) Most transfers are complete within three business
days of your call.
(small solid bullet) Minimum purchase: $100
(small solid bullet) Maximum purchase: $100,000
FIDELITY ON-LINE XPRESS+(registered trademark)
TO MANAGE YOUR INVESTMENTS THROUGH YOUR PC.
CALL 1-800-544-7272 OR VISIT FIDELITY'S WEB SITE FOR MORE INFORMATION.
(small solid bullet) For account balances and holdings;
(small solid bullet) To review recent account history;
(small solid bullet) For mutual fund and brokerage trading; and
(small solid bullet) For access to research and analysis tools.
FIDELITY ONLINE TRADING
TO ACCESS AND MANAGE YOUR ACCOUNT OVER THE INTERNET AT FIDELITY'S WEB
SITE.
(small solid bullet) For account balances and holdings;
(small solid bullet) To review recent account history;
(small solid bullet) To obtain quotes;
(small solid bullet) For mutual fund and brokerage trading; and
(small solid bullet) To access third-party research on companies,
stocks, mutual funds and the market.
FAST
TO ACCESS AND MANAGE YOUR ACCOUNT AUTOMATICALLY BY PHONE USING
TOUCH TONE OR SPEECH RECOGNITION .
CALL 1-800-544-5555.
(small solid bullet) For account balances and holdings;
(small solid bullet) For mutual fund and brokerage trading;
(small solid bullet) To obtain quotes;
(small solid bullet) To review orders and mutual fund activity; and
(small solid bullet) To change your personal identification number
(PIN).
POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).
(small solid bullet) Financial reports (every six months).
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in the fund. Call Fidelity at 1-800-544-8544 if you
need additional copies of financial reports or prospectuses.
Electronic copies of most financial reports and prospectuses are
available at Fidelity's Web site. To participate in Fidelity's
electronic delivery program, call Fidelity or visit Fidelity's Web
site for more information.
You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions.
When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require the fund to withhold 31% of your taxable distributions and
redemptions.
Fidelity may deduct an ANNUAL MAINTENANCE FEE of $12.00 from accounts
with a value of less than $2,500, subject to an annual maximum charge
of $24.00 per shareholder. It is expected that accounts will be valued
on the second Friday in November of each year. Accounts opened after
September 30 will not be subject to the fee for that year. The fee,
which is payable to Fidelity, is designed to offset in part the
relatively higher costs of servicing smaller accounts. This fee will
not be deducted from Fidelity brokerage accounts, retirement accounts
(except non-prototype retirement accounts), accounts using regular
investment plans, or if total assets with Fidelity exceed $30,000.
Eligibility for the $30,000 waiver is determined by aggregating
accounts with Fidelity maintained by Fidelity Service Company, Inc. or
FBSI which are registered under the same social security number or
which list the same social security number for the custodian of a
Uniform Gifts/Transfers to Minors Act account.
If your ACCOUNT BALANCE falls below $2,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV on the day your account is closed.
Fidelity may charge a FEE FOR CERTAIN SERVICES, such as
providing historical account documents .
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The fund earns dividends, interest , and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. The fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.
The fund normally pays dividends and capital gain distributions
in December and January.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Initial Class's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gain
distributions will be automatically reinvested in additional Initial
Class shares of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will
be automatically reinvested in additional Initial Class shares of the
fund. Your dividends will be paid in cash.
3. CASH OPTION. Your dividends and capital gain distributions
will be paid in cash.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in shares of another identically
registered Fidelity fund. Your capital gain distributions will
be automatically invested in shares of another identically registered
Fidelity fund, automatically reinvested in additional Initial Class
shares of the fund, or paid in cash.
Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, call Fidelity.
If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.
TAX CONSEQUENCES
As with any investment, your investment in the fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
TAXES ON DISTRIBUTIONS. Distributions you receive from the fund are
subject to federal income tax, and may also be subject to state or
local taxes.
For federal tax purposes, the fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income ,
while the fund's distributions of long-term capital gains are
taxable to you generally as capital gains.
If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.
Any taxable distributions you receive from the fund will normally be
taxable to you when you receive them, regardless of your distribution
option.
TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in the fund generally is the
difference between the cost of your shares and the price you receive
when you sell them.
FUND SERVICES
FUND MANAGEMENT
Advisor Value Strategies is a mutual fund, an investment
that pools shareholders' money and invests it toward a specified goal.
FMR is the fund's manager.
As of __ , FMR had approximately $ __ billion in
discretionary assets under management.
As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.
Affiliates assist FMR with foreign investments:
(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for the fund. FMR
U.K. was organized in 1986 to provide investment research and advice
to FMR. Currently, FMR U.K. provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for the fund.
(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East), in Tokyo, Japan, serves as a sub-adviser for the fund. FMR
Far East was organized in 1986 to provide investment research and
advice to FMR. Currently, FMR Far East provides investment research
and advice on issuers based outside the United States and may also
provide investment advisory services for the fund.
The fund could be adversely affected if the computer systems used by
FMR and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised the fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on the fund.
Harris Leviton is vice president and manager of Advisor Value
Strategies , which he has managed since March 1996. Previously, he
managed other Fidelity funds. Since joining Fidelity in 1986, he has
worked as an analyst and manager.
From time to time a manager, analyst, or other Fidelity employee
may express views regarding a particular company, security, industry,
or market sector. The views expressed by any such person are the views
of only that individual as of the time expressed and do not
necessarily represent the views of Fidelity or any other person in the
Fidelity organization. Any such views are subject to change at any
time based upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.
Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.
The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is determined by
calculating a basic fee and then applying a performance adjustment.
The performance adjustment decreases the management fee if the fund
has performed worse than the S&P 500. After December 31, 2000, no
performance adjustment will be applied to the basic fee.
The basic fee is calculated by adding a group fee rate to an
individual fund fee rate, dividing by twelve, and multiplying the
result by the fund's average net assets throughout the month.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.
For November 199 9 , the group fee rate was __ %. The
individual fund fee rate is 0.30%.
The basic fee for the fiscal year ended November 30, 199 9 was
__ % of the fund's average net assets.
The performance adjustment rate is calculated monthly by comparing
over the performance period the fund's performance to that of the S&P
500.
The performance period is the most recent 36-month period.
The performance adjustment rate is divided by twelve and multiplied by
the fund's average net assets throughout the month, and the resulting
dollar amount is then subtracted from the basic fee if the fund's
performance over the performance period is worse than that of the S&P
500. The maximum annualized performance adjustment rate is
- 0.20% of the fund's average net assets over the performance
period.
For the purposes of calculating the performance adjustment for the
fund, the fund's investment performance will be based on the average
performance of all classes of the fund weighted according to their
average assets for each month in the performance period.
[ After reimbursement,] [T/ t]he total management fee for the
fiscal year ended November 30, 199 9 , was __ % of the
fund's average net assets.
FMR pays FMR U.K. and FMR Far East for providing assistance with
investment advisory services.
FMR may, from time to time, agree to reimburse a class for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be discontinued by FMR at any time, can decrease a class's
expenses and boost its performance.
[As of ____, approximately ____% of the fund's total outstanding
shares were held by [FMR/FMR and [an] FMR affiliate[s]/[an] FMR
affiliate[s]].]
FUND DISTRIBUTION
The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.
FDC distributes Initial Class's shares.
FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Fidelity Advisor funds, provided
that the fund receives brokerage services and commission rates
comparable to those of other broker-dealers.
No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related
statement of additional information (SAI), in connection with the
offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the fund or FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the
fund to or to buy shares of the fund from any person to
whom it is unlawful to make such offer.
APPENDIX
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
Initial Class's financial history for the past 5 years. Certain
information reflects financial results for a single class share.
The total returns in the table represent the rate that an investor
would have earned (or lost) on an investment in the class (assuming
reinvestment of all dividends and distributions). This information
has been audited by ____ (1999 annual information only) ,
independent accountants, whose report, along with the fund's financial
highlights and financial statements, are included in the fund's
a nnual r eport. Annual information prior to 1999 was
audited by ____. A free copy of the annual report is available
upon request.
[Financial Highlights to be filed by subsequent amendment.]
You can obtain additional information about the fund. The fund's SAI
includes more detailed information about the fund and its investments.
The SAI is incorporated herein by reference (legally forms a part of
the prospectus). The fund's annual and semi-annual reports include a
discussion of the fund's holdings and recent market conditions and the
fund's investment strategies that affected performance.
For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-800-544-8544 . In addition, you may visit Fidelity's Web site at
www.fidelity.com for a free copy of a prospectus or an annual or
semi-annual report or to request other information.
The SAI, the fund's annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the fund, including the fund's SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-3785
Fidelity, Fidelity Investments & (Pyramid) Design,
Fidelity Money Line, Fidelity Automatic Account Builder, Fidelity
On-Line Xpress+, and Directed Dividends are registered trademarks of
FMR Corp.
FAST is a service mark of FMR Corp.
The third party marks appearing above are the marks of their
respective owners.
1.540192.102 SOI-pro- 0100
Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.
FIDELITY(Registered trademark) ADVISOR
VALUE STRATEGIES FUND
CLASS A, CLASS T, AND CLASS B
CLASS A
(Fund 266, CUSIP# 315920868)
CLASS T
(Fund 174, CUSIP# 315918300)
CLASS B
(Fund 608, CUSIP# 315920306)
PROSPECTUS
JANUARY 28, 2000
(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109
CONTENTS
FUND SUMMARY 3 INVESTMENT SUMMARY
3 PERFORMANCE
4 FEE TABLE
FUND BASICS 7 INVESTMENT DETAILS
8 VALUING SHARES
SHAREHOLDER INFORMATION 9 BUYING AND SELLING SHARES
12 EXCHANGING SHARES
13 ACCOUNT FEATURES AND POLICIES
15 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS
15 TAX CONSEQUENCES
FUND SERVICES 16 FUND MANAGEMENT
18 FUND DISTRIBUTION
APPENDIX 23 FINANCIAL HIGHLIGHTS
FUND SUMMARY
INVESTMENT SUMMARY
INVESTMENT OBJECTIVE
ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing primarily in common
stocks.
(small solid bullet) Investing in securities of companies that FMR
believes are undervalued in the marketplace in relation to factors
such as assets, earnings or growth potential (stocks of these
companies are often called "value" stocks).
(small solid bullet) Focusing investments in medium-sized
companies, but also may invest substantially in larger or smaller
companies.
(small solid bullet) Investing in domestic and foreign issuers.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently
from the value of the market as a whole. The value of
securities of smaller issuers can be more volatile than that of larger
issuers.
(small solid bullet) "VALUE" INVESTING. "Value" stocks can
perform differently from the market as a whole and other types of
stocks and can continue to be undervalued by the market for long
periods of time.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
PERFORMANCE
The following information illustrates the changes in the fund's
performance from year to year as represented by the performance of
Class T, and compares each class's performance to the
performance of a market index and an average of the performance of
similar funds over various periods of time. Prior to July 1, 1999,
Advisor Value Strategies operated under certain different investment
policies. Accordingly, the fund's historical performance may not
represent its current investment policies. Returns are based on
past results and are not an indication of future performance.
YEAR-BY-YEAR RETURNS
The returns in the chart do not include the effect of Class T's
front-end sales charge. If the effect of the sales charge were
reflected, returns would be lower than those shown.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADVISOR VALUE STRATEGIES -
CLASS T
Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
% % % % % % % % % %
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: nil
DURING THE PERIODS SHOWN IN THE CHART FOR CLASS T OF ADVISOR VALUE
STRATEGIES , THE HIGHEST RETURN FOR A QUARTER WAS __ %
(QUARTER ENDING ____ ) AND THE LOWEST RETURN FOR A QUARTER WAS
__ % (QUARTER ENDING ____ ).
AVERAGE ANNUAL RETURNS
The returns in the following table include the effect of Class A's and
Class T's maximum applicable front-end sales charge and Class B's
maximum applicable contingent deferred sales charge (CDSC).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the periods ended Past 1 year Past 5 years Past 10 years/Life of class
December 31, 1999
Advisor Value % % %A
Strategies-Class A
Advisor Value % % %
Strategies-Class T
Advisor Value % % %B,C
Strategies-Class B
Russell MidCap Value Index % % %
S&P 500(Registered trademark) % % %
Lipper Capital Appreciation % % %
Funds Average
</TABLE>
A FROM SEPTEMBER 3, 1996.
B FROM JUNE 30, 1994.
C RETURNS REFLECT THE CONVERSION OF CLASS B SHARES TO CLASS A
SHARES AFTER SEVEN YEARS.
[If FMR had not reimbursed certain class expenses during these
periods, Class ____'s returns would have been lower.]
Going forward, the fund's performance will be compared to the
Russell MidCap Value Index rather than the Standard & Poor's 500 Index
(S&P 500) because the Russell MidCap Value Index more closely reflects
the fund's investment strategy.
Russell MidCap Value Index is a market capitalization-weighted
index of medium capitalization value-oriented stocks of U.S.
corporations.
S&P 500 is a market capitalization-weighted index of common stocks.
Lipper Capital Appreciation Funds Average reflects the
performance (excluding sales charges) of mutual funds with similar
objectives.
FEE TABLE
The following table describes the fees and expenses that are incurred
when you buy, hold , or sell Class A, Class T, and Class B
shares of the fund. [The annual class operating expenses provided
below for [[each class]/[Class Name(s)]] are based on historical
expenses, adjusted to reflect current fees. ] [The annual class
operating expenses provided below for [[each class]/[Class Name(s)]]
do not reflect the effect of any [expense reimbursements] [[or]
reduction of certain expenses] during the period.] [The annual class
operating expenses provided below for [[each class/[Class Name(s)]]
are based on historical expenses.]
Long-term shareholders may pay more than the economic equivalent of
the maximum sales charges permitted by the National Association of
Securities Dealers, Inc., due to 12b-1 fees.
SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)
Class A Class T Class B
Maximum sales charge (load) 5.75%A 3.50%B None
on purchases (as a % of
offering price)
Maximum CDSC (as a % of the NoneC NoneC 5.00%D
lesser of original purchase
price or redemption proceeds)
Sales charge (load) on None None None
reinvested distributions
A LOWER FRONT-END SALES CHARGES FOR CLASS A MAY BE AVAILABLE WITH
PURCHASE OF $50,000 OR MORE.
B LOWER FRONT-END SALES CHARGES FOR CLASS T MAY BE AVAILABLE WITH
PURCHASE OF $50,000 OR MORE.
C A CDSC OF 0.25% IS ASSESSED ON CERTAIN REDEMPTIONS OF CLASS A AND
CLASS T SHARES ON WHICH A FINDER'S FEE WAS PAID.
D DECLINES OVER 6 YEARS FROM 5.00% TO 0%.
ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)
Class A Class T Class B
Management fee % % %
Distribution and Service 0.25% 0.50% 1.00%
(12b-1) fee (including 0.25%
Service fee only for Class B)
Other expenses % % %
Total annual class operating % % %
expensesA
A FMR HAS VOLUNTARILY AGREED TO REIMBURSE CLASS A, CLASS T, AND CLASS
B OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES (EXCLUDING
INTEREST, TAXES, SECURITIES LENDING FEES, BROKERAGE COMMISSIONS, AND
EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF THEIR RESPECTIVE AVERAGE
NET ASSETS, EXCEED THE FOLLOWING RATES:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Effective Date Class T Effective Date Class B Effective Date
Advisor Value Strategies 1.30% 2/27/99 1.55% 2/27/99 2.05% 2/27/99
</TABLE>
THESE ARRANGEMENTS CAN BE DISCONTINUED BY FMR AT ANY TIME.
[A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. In addition, the fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total Class A, Class T, and Class B operating expenses [, after
reimbursement,] would have been __%, __%, and __%, respectively.]
This EXAMPLE helps you compare the cost of investing in the fund with
the cost of investing in other mutual funds.
Let's say, hypothetically, that each class's annual return is 5% and
that your shareholder fees and each class's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years indicated
and if you leave your account open:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Class T Class B
Account open Account closed Account open Account closed Account open Account closed
1 year $ $ $ $ $ $
3 years $ $ $ $ $ $
5 years $ $ $ $ $ $
10 years $ $ $ $ $ A $ A
</TABLE>
A REFLECTS CONVERSION TO CLASS A SHARES AFTER SEVEN YEARS.
FUND BASICS
INVESTMENT DETAILS
INVESTMENT OBJECTIVE
ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests the fund's assets primarily in common stocks.
FMR focuses on securities of companies that it believes are
undervalued in the marketplace in relation to factors such as the
company's assets, earnings, or growth potential. The stocks of these
companies are often called "value" stocks.
Although FMR focuses on investing the fund's assets in securities
issued by medium-sized companies, FMR may also make substantial
investments in securities issued by larger or smaller companies.
FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates , and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
DESCRIPTION OF PRINCIPAL SECURITY TYPES
EQUITY SECURITIES represent an ownership interest, or the right to
acquire an ownership interest, in an issuer. Different types of equity
securities provide different voting and dividend rights and priority
in the event of the bankruptcy of the issuer. Equity securities
include common stocks, preferred stocks, convertible
securities , and warrants.
PRINCIPAL INVESTMENT RISKS
Many factors affect the fund's performance. The fund's share price
changes daily based on changes in market conditions and interest rates
and in response to other economic, political , or financial
developments. The fund's reaction to these developments will be
affected by the types of securities in which the fund invests,
the financial condition, industry and economic sector, and geographic
location of an issuer, and the fund's level of investment in the
securities of that issuer. When you sell your shares of the fund, they
could be worth more or less than what you paid for them.
The following factors can significantly affect the fund's
performance:
STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market , and economic
developments. In the short - term, equity prices can fluctuate
dramatically in response to these developments. Different parts of the
market and different types of equity securities can react differently
to these developments. For example, large cap stocks can react
differently from small cap stocks, and "growth" stocks can
react differently from "value" stocks. Issuer,
political , or economic developments can affect a single issuer,
issuers within an industry or economic sector or geographic region, or
the market as a whole.
FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic ,
or regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial , and other operational risks;
and the less stringent investor protection and disclosure standards of
some foreign markets. All of these factors can make foreign
investments, especially those in emerging markets, more volatile and
potentially less liquid than U.S. investments. In addition, foreign
markets can perform differently from the U.S. market.
ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the value of an issuer's
securities. The value of securities of smaller, less well-known
issuers can be more volatile than that of larger issuers.
"VALUE" INVESTING. "Value" stocks can react differently to
issuer, political, market, and economic developments than the market
as a whole and other types of stocks. "Value" stocks tend to be
inexpensive relative to their earnings or assets compared to other
types of stocks. However, "value" stocks can continue to be
inexpensive for long periods of time and may not ever realize their
full value.
In response to market, economic, political , or other
conditions, FMR may temporarily use a different investment strategy
for defensive purposes. If FMR does so, different factors could affect
the fund's performance and the fund may not achieve its
investment objective.
FUNDAMENTAL INVESTMENT POLICIES
The policy discussed below is fundamental, that is,
subject to change only by shareholder approval.
ADVISOR VALUE STRATEGIES FUND seeks capital
appreciation.
VALUING SHARES
The fund is open for business each day the New York Stock Exchange
(NYSE) is open.
A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates each class's NAV as of the
close of business of the NYSE, normally 4:00 p.m. Eastern time.
However, NAV may be calculated earlier if trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission
(SEC). The fund's assets are valued as of this time for the purpose of
computing each class's NAV.
To the extent that the fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of the fund's assets may not occur on days when the
fund is open for business.
The fund's assets are valued primarily on the basis of market
quotations . Certain short-term securities are valued on the
basis of amortized cost. If market quotations are not readily
available for a security or if a security's value has been materially
affected by events occurring after the close of the exchange or market
on which the security is principally traded (for example, a foreign
exchange or market), that security may be valued by another method
that the Board of Trustees believes accurately reflects fair value. A
security's valuation may differ depending on the method used for
determining value.
SHAREHOLDER INFORMATION
BUYING AND SELLING SHARES
GENERAL INFORMATION
For account, product and service information, please use the following
phone numbers:
(small solid bullet) If you are investing through a broker-dealer or
insurance representative, 1-800-522-7297 (8:30 a.m. - 7:00 p.m.
Eastern time, Monday through Friday).
(small solid bullet) If you are investing through a bank
representative, 1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time,
Monday through Friday).
Please use the following addresses:
BUYING OR SELLING SHARES
Fidelity Investments(Registered trademark)
P.O. Box 770002
Cincinnati, OH 45277-0081
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048
You may buy or sell Class A, Class T, and Class B shares of the fund
through a retirement account or an investment professional. When you
invest through a retirement account or an investment professional, the
procedures for buying, selling , and exchanging Class A,
Class T, and Class B shares of the fund and the account
features and policies may differ. Additional fees may also apply to
your investment in Class A, Class T, and Class B shares of the fund,
including a transaction fee if you buy or sell Class A, Class T, and
Class B shares of the fund through a broker or other investment
professional.
Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).
The different ways to set up (register) your account with Fidelity are
listed in the following table.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED PLANS
(solid bullet) KEOGH PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
TRUST
FOR MONEY BEING INVESTED BY A TRUST
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS
BUYING SHARES
The price to buy one share of Class A or Class T is the class's
offering price or the class's NAV, depending on whether you pay a
front-end sales charge.
For Class B, the price to buy one share is the class's NAV. Class B
shares are sold without a front-end sales charge, but may be subject
to a CDSC upon redemption.
If you pay a front-end sales charge, your price will be Class A's or
Class T's offering price. When you buy Class A or Class T shares at
the offering price, Fidelity deducts the appropriate sales charge and
invests the rest in Class A or Class T shares of the fund. If you
qualify for a front-end sales charge waiver, your price will be Class
A's or Class T's NAV.
The offering price of Class A or Class T is its NAV divided by the
difference between one and the applicable front-end sales charge
percentage. Class A has a maximum front-end sales charge of 5.75% of
the offering price. Class T has a maximum front-end sales charge of
3.50% of the offering price.
Your shares will be bought at the next offering price or NAV, as
applicable, calculated after your order is received in proper form.
It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.
Short-term or excessive trading into and out of the fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, the fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
the fund. For these purposes, FMR may consider an investor's trading
history in the fund or other Fidelity funds, and accounts under common
ownership or control.
The fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.
(small solid bullet) Fidelity must receive payment within three
business days after an order for shares is placed; otherwise your
purchase order may be canceled and you could be liable for any losses
or fees the fund or Fidelity has incurred.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.
Shares can be bought or sold through investment professionals using an
automated order placement and settlement system that guarantees
payment for orders on a specified date.
Certain financial institutions that meet creditworthiness criteria
established by Fidelity Distributors Corporation (FDC) may enter
confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than close of business on the next business
day. If payment is not received by that time, the order will be
canceled and the financial institution will be liable for any losses.
MINIMUMS
TO OPEN AN ACCOUNT $2,500
For certain Fidelity Advisor retirement accountsA $500
Through regular investment plansB $100
TO ADD TO AN ACCOUNT $100
MINIMUM BALANCE $1,000
For certain Fidelity Advisor retirement accountsA None
A FIDELITY ADVISOR TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA,
SEP-IRA, AND KEOGH ACCOUNTS.
BAN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS
OPENED.
There is no minimum account balance or initial or subsequent purchase
minimum for certain Fidelity retirement accounts funded through salary
deduction, or accounts opened with the proceeds of distributions from
such retirement accounts. In addition, the fund may waive or lower
purchase minimums in other circumstances.
Purchase and account minimums are waived for purchases of Class T
shares with distributions from a Fidelity Defined Trust account.
PURCHASE AMOUNTS OF MORE THAN $250,000 WILL NOT BE ACCEPTED FOR CLASS
B SHARES.
KEY INFORMATION
PHONE TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from certain other
Fidelity funds. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."
TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from certain other
Fidelity funds. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."
MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI, (small solid bullet) Complete
OH 45277-0081 and sign the application.
Make your check payable to
the complete name of the
fund and note the applicable
class. Mail to your
investment professional or
to the address at left.
TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund
and note the applicable
class. Indicate your fund
account number on your check
and mail to your investment
professional or to the
address at left.
(small solid bullet) Exchange
from the same class of other
Fidelity Advisor funds or
from certain other Fidelity
funds. Send a letter of
instruction to your
investment professional or
to the address at left,
including your name, the
funds' names, the applicable
class names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.
IN PERSON TO OPEN AN ACCOUNT
(small solid bullet) Bring
your application and check
to your investment
professional.
TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to your
investment professional.
WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to set
up your account and to
arrange a wire transaction.
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your new
fund account number and your
name.
TO ADD TO AN ACCOUNT
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your fund
account number and your name.
AUTOMATICALLY TO OPEN AN ACCOUNT
(small solid bullet) Not
available.
TO ADD TO AN ACCOUNT
(small solid bullet) Use
Fidelity Advisor Systematic
Investment Program.
(small solid bullet) Use
Fidelity Advisor Systematic
Exchange Program to exchange
from certain Fidelity money
market funds or a Fidelity
Advisor fund.
SELLING SHARES
The price to sell one share of Class A, Class T, or Class B is the
class's NAV, minus any applicable CDSC.
If appropriate to protect shareholders, the fund may impose a
redemption fee (trading fee) on redemptions from the fund.
Any applicable CDSC is calculated based on your original redemption
amount.
Your shares will be sold at the next NAV calculated after your order
is received in proper form, minus any applicable CDSC.
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.
Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares;
(small solid bullet) Your account registration has changed within the
last 30 days;
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);
(small solid bullet) The check is being made payable to someone other
than the account owner; or
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000 worth of shares in the account to keep
it open, except accounts not subject to account minimums.
(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
the fund.
(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of the fund.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.
KEY INFORMATION
PHONE (small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to
initiate a wire transaction
or to request a check for
your redemption.
(small solid bullet) Exchange
to the same class of other
Fidelity Advisor funds or to
certain other Fidelity
funds. Call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information."
MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 770002 CINCINNATI, SOLE PROPRIETORSHIP, UGMA,
OH 45277-0081 UTMA
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including your name, the
fund's name, the applicable
class name, your fund
account number, and the
dollar amount or number of
shares to be sold. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information" to
request one.
TRUST
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the trust's name,
the fund's name, the
applicable class name, the
trust's fund account number,
and the dollar amount or
number of shares to be sold.
The trustee must sign the
letter of instruction
indicating capacity as
trustee. If the trustee's
name is not in the account
registration, provide a copy
of the trust document
certified within the last 60
days.
BUSINESS OR ORGANIZATION
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the firm's name,
the fund's name, the
applicable class name, the
firm's fund account number,
and the dollar amount or
number of shares to be sold.
At least one person
authorized by corporate
resolution to act on the
account must sign the letter
of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" for
instructions.
IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The letter of
instruction must be signed
by all persons required to
sign for transactions,
exactly as their names
appear on the account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.
TRUST
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The trustee
must sign the letter of
instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.
BUSINESS OR ORGANIZATION
(small solid bullet) Bring a
letter of instruction to
your investment
professional. At least one
person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit
your investment professional
for instructions.
AUTOMATICALLY (small solid bullet) Use
Fidelity Advisor Systematic
Exchange Program to exchange
to the same class of another
Fidelity Advisor fund or to
certain Fidelity funds.
(small solid bullet) Use
Fidelity Advisor Systematic
Withdrawal Program to set up
periodic redemptions from
your Class A, Class T, or
Class B account.
EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
As a Class A shareholder, you have the privilege of exchanging Class A
shares of the fund for the same class of shares of other Fidelity
Advisor funds at NAV or for Daily Money Class shares of Treasury Fund,
Prime Fund or Tax-Exempt Fund.
As a Class T shareholder, you have the privilege of exchanging Class T
shares of the fund for the same class of shares of other Fidelity
Advisor funds at NAV or for Daily Money Class shares of Treasury Fund,
Prime Fund or Tax-Exempt Fund. If you purchased your Class T shares
through certain investment professionals that have signed an agreement
with FDC, you also have the privilege of exchanging your Class T
shares for shares of Fidelity Capital Appreciation Fund.
As a Class B shareholder, you have the privilege of exchanging Class B
shares of the fund for the same class of shares of other Fidelity
Advisor funds or for Advisor B Class shares of Treasury Fund.
However, you should note the following policies and restrictions
governing exchanges:
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) The fund may temporarily or permanently terminate
the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.
(small solid bullet) The fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Any exchanges of Class A, Class T , and
Class B shares are not subject to a CDSC.
The fund may terminate or modify the exchange privilege in the future.
Other funds may have different exchange restrictions, and may
impose trading fees of up to 1.00% of the amount exchanged.
Check each fund's prospectus for details.
ACCOUNT FEATURES AND POLICIES
FEATURES
The following features are available to buy and sell shares of the
fund.
AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account, between accounts, or out of your account. While
automatic investment programs do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Automatic withdrawal or exchange
programs can be a convenient way to provide a consistent income flow
or to move money between your investments.
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FIDELITY ADVISOR SYSTEMATIC
INVESTMENT PROGRAM TO MOVE
MONEY FROM YOUR BANK ACCOUNT
TO A FIDELITY ADVISOR FUND.
MINIMUM MINIMUM
INITIAL ADDITIONAL FREQUENCY PROCEDURES
Monthly, bimonthly, (small solid bullet) To set
$100 $100 quarterly, or semi-annually up for a new account,
complete the appropriate
section on the application.
(small solid bullet) To set
up for existing accounts,
call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for an
application.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
investment date.
TO DIRECT DISTRIBUTIONS FROM
A FIDELITY DEFINED TRUST TO
CLASS T OF A FIDELITY
ADVISOR FUND.
MINIMUM MINIMUM
INITIAL ADDITIONAL PROCEDURES
(small solid bullet) To set
Not Not Applicable up for a new or existing
Applicable account, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information" for
the appropriate enrollment
form.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."
FIDELITY ADVISOR SYSTEMATIC
EXCHANGE PROGRAM TO MOVE
MONEY FROM CERTAIN FIDELITY
MONEY MARKET FUNDS TO CLASS
A, CLASS T, OR CLASS B OF A
FIDELITY ADVISOR FUND OR
FROM CLASS A, CLASS T, OR
CLASS B OF A FIDELITY
ADVISOR FUND TO THE SAME
CLASS OF ANOTHER FIDELITY
ADVISOR FUND.
MINIMUM FREQUENCY PROCEDURES
$100 Monthly, quarterly, (small solid bullet) To set
semi-annually, or annually up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" after both
accounts are opened.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 2 business days
prior to your next scheduled
exchange date.
(small solid bullet) The
account from which the
exchanges are to be
processed must have a
minimum balance of $10,000.
The account into which the
exchange is being processed
must have a minimum balance
of $1,000.
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FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR CLASS A, CLASS T, OR
CLASS B ACCOUNT TO YOU OR TO
YOUR BANK CHECKING ACCOUNT.
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MINIMUM MAXIMUM FREQUENCY PROCEDURES
$100 $50,000 Class A and Class T: Monthly, (small solid bullet) Accounts
quarterly, or semi-annually with a value of $10,000 or
more in Class A, Class T, or
Class B shares are eligible
for this program.
Class B: Monthly or quarterly (small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
withdrawal date.
(small solid bullet)
Aggregate redemptions per
12-month period from your
Class B account may not
exceed 10% of the account
value and are not subject to
a CDSC; and you may set your
withdrawal amount as a
percentage of the value of
your account or a fixed
dollar amount.
(small solid bullet) Because
of Class A's and Class T's
front-end sales charge, you
may not want to set up a
systematic withdrawal plan
during a period when you are
buying Class A or Class T
shares on a regular basis.
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OTHER FEATURES. The following other features are also available to buy
and sell shares of the fund.
WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.
(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account.
(small solid bullet) Call your investment professional or call
Fidelity at the appropriate number found in "General Information"
before your first use to verify that this feature is set up on your
account.
(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.
(small solid bullet) To add the wire feature or to change the bank
account designated to receive redemption proceeds at any time prior to
making a redemption request, you should send a letter of instruction,
including a signature guarantee, to your investment professional or to
Fidelity at the address found in "General Information."
POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).
(small solid bullet) Financial reports (every six months).
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
the fund. Call Fidelity at 1-888-622-3175 if you need additional
copies of financial reports or prospectuses.
You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.
When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require the fund to withhold 31% of your taxable distributions and
redemptions.
If your ACCOUNT BALANCE falls below $1,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV, minus any applicable CDSC, on the day
your account is closed.
Fidelity may charge a FEE FOR CERTAIN SERVICES, such as
providing historical account documents .
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The fund earns dividends, interest , and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. The fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.
The fund normally pays dividends and capital gain distributions
in December and January.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each class's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gain
distributions will be automatically reinvested in additional shares of
the same class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will
be automatically reinvested in additional shares of the same class of
the fund. Your dividends will be paid in cash.
3. CASH OPTION. Your dividends and capital gain distributions
will be paid in cash.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in the same class of shares of another
identically registered Fidelity Advisor fund or shares of certain
identically registered Fidelity funds. Your capital gain
distributions will be automatically invested in the same class of
shares of another identically registered Fidelity Advisor fund or
shares of certain identically registered Fidelity funds, automatically
reinvested in additional shares of the same class of the fund, or paid
in cash.
Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, contact your investment
professional directly or call Fidelity.
If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.
TAX CONSEQUENCES
As with any investment, your investment in the fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
TAXES ON DISTRIBUTIONS. Distributions you receive from the fund are
subject to federal income tax, and may also be subject to state or
local taxes.
For federal tax purposes, the fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income ,
while the fund's distributions of long-term capital gains are
taxable to you generally as capital gains.
If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.
Any taxable distributions you receive from the fund will normally be
taxable to you when you receive them, regardless of your distribution
option.
TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in the fund generally is the
difference between the cost of your shares and the price you receive
when you sell them.
FUND SERVICES
FUND MANAGEMENT
Advisor Value Strategies is a mutual fund, an investment
that pools shareholders' money and invests it toward a specified goal.
FMR is the fund's manager.
As of __ , FMR had approximately $ __ billion in
discretionary assets under management.
As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.
Affiliates assist FMR with foreign investments:
(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for the fund. FMR
U.K. was organized in 1986 to provide investment research and advice
to FMR. Currently, FMR U.K. provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for the fund.
(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East), in Tokyo, Japan, serves as a sub-adviser for the fund. FMR
Far East was organized in 1986 to provide investment research and
advice to FMR. Currently, FMR Far East provides investment research
and advice on issuers based outside the United States and may also
provide investment advisory services for the fund.
The fund could be adversely affected if the computer systems used by
FMR and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised the fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on the fund.
Harris Leviton is vice president and manager of Advisor Value
Strategies , which he has managed since March 1996. Previously, he
managed other Fidelity funds. Since joining Fidelity in 1986, he has
worked as an analyst and manager.
From time to time a manager, analyst, or other Fidelity employee
may express views regarding a particular company, security, industry,
or market sector. The views expressed by any such person are the views
of only that individual as of the time expressed and do not
necessarily represent the views of Fidelity or any other person in the
Fidelity organization. Any such views are subject to change at any
time based upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.
Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.
The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is determined by
calculating a basic fee and then applying a performance adjustment.
The performance adjustment decreases the management fee if the fund
has performed worse than the S&P 500. After December 31, 2000, no
performance adjustment will be applied to the basic fee.
The basic fee is calculated by adding a group fee rate to an
individual fund fee rate, dividing by twelve, and multiplying the
result by the fund's average net assets throughout the month.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.
For November 1999, the group fee rate was __ %. The
individual fund fee rate is 0.30%.
The basic fee for the fiscal year ended November 30, 199 9 was
__ % of the fund's average net assets.
The performance adjustment rate is calculated monthly by comparing
over the performance period the fund's performance to that of the S&P
500.
The performance period is the most recent 36-month period.
The performance adjustment rate is divided by twelve and multiplied by
the fund's average net assets throughout the month, and the resulting
dollar amount is then subtracted from the basic fee if the
fund's performance over the performance period is worse than that of
the S&P 500. The maximum annualized performance adjustment rate is
- 0.20% of the fund's average net assets over the performance
period.
For the purposes of calculating the performance adjustment for the
fund, the fund's investment performance will be based on the average
performance of all classes of the fund weighted according to their
average assets for each month in the performance period.
[After reimbursement,] [T/t]he the total management fee for the
fiscal year ended November 30, 1999, was __% of the fund's average net
assets.
FMR pays FMR U.K. and FMR Far East for providing assistance with
investment advisory services.
FMR may, from time to time, agree to reimburse a class for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be discontinued by FMR at any time, can decrease a class's
expenses and boost its performance.
[As of _____, approximately ____% of the fund's total outstanding
shares were held by [FMR/FMR and [an] FMR affiliate[s]/[an] FMR
affiliate[s]].]
FUND DISTRIBUTION
The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.
FDC distributes each class's shares.
You may pay a sales charge when you buy or sell your Class A, Class T,
or Class B shares.
FDC collects the sales charge.
The front-end sales charge will be reduced for purchases of Class A
and Class T shares according to the sales charge schedules below.
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SALES CHARGES AND CONCESSIONS - CLASS A
Sales Charge
As a % of offering price As an approximate % of net Investment professional
amount invested concession as % of offering
price
Up to $49,999 5.75% 6.10% 5.00%
$50,000 to $99,999 4.50% 4.71% 3.75%
$100,000 to $249,999 3.50% 3.63% 2.75%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 to $24,999,999 1.00% 1.01% 0.75%
$25,000,000 or more None* None* *
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* SEE "FINDER'S FEE" SECTION ON PAGE ___.
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SALES CHARGES AND CONCESSIONS - CLASS T
Sales Charge
As a % of offering price As an approximate % of net Investment professional
amount invested concession as % of offering
price
Up to $49,999 3.50% 3.63% 3.00%
$50,000 to $99,999 3.00% 3.09% 2.50%
$100,000 to $249,999 2.50% 2.56% 2.00%
$250,000 to $499,999 1.50% 1.52% 1.25%
$500,000 to $999,999 1.00% 1.01% 0.75%
$1,000,000 or more None* None* *
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* SEE "FINDER'S FEE" SECTION ON PAGE ___.
Class A or Class T shares purchased by an individual or company
through the Combined Purchase, Rights of Accumulation or Letter of
Intent program may receive a reduced front-end sales charge according
to the sales charge schedules above. To qualify for a Class A or Class
T front-end sales charge reduction under one of these programs, you
must notify Fidelity in advance of your purchase. More detailed
information about these programs is contained in the statement of
additional information (SAI).
COMBINED PURCHASE. To receive a Class A or Class T front-end sales
charge reduction, if you are a new shareholder, you may combine your
purchase of Class A or Class T shares with purchases of: (i) Class A,
Class T, Class B, and Class C shares of any Fidelity Advisor fund and
(ii) Advisor B Class shares and Advisor C Class shares of Treasury
Fund.
RIGHTS OF ACCUMULATION. To receive a Class A or Class T front-end
sales charge reduction, if you are an existing shareholder, you may
add to your purchase of Class A or Class T shares the current value of
your holdings in: (i) Class A, Class T, Class B , and Class C
shares of any Fidelity Advisor fund, (ii) Advisor B Class shares and
Advisor C Class shares of Treasury Fund and (iii) Daily Money Class
shares of Treasury Fund, Prime Fund or Tax-Exempt Fund acquired by
exchange from any Fidelity Advisor fund.
LETTER OF INTENT. You may receive a Class A or Class T front-end sales
charge reduction on your purchases of Class A and Class T shares made
during a 13-month period by signing a Letter of Intent (Letter). Each
Class A or Class T purchase you make after you sign the Letter will be
entitled to the reduced front-end sales charge applicable to the total
investment indicated in the Letter. Purchases of the following may be
aggregated for the purpose of completing your Letter: (i) Class A and
Class T shares of any Fidelity Advisor fund (except those acquired by
exchange from Daily Money Class shares of Treasury Fund, Prime Fund or
Tax-Exempt Fund that had been previously exchanged from a Fidelity
Advisor fund), (ii) Class B and Class C shares of any Fidelity Advisor
fund and (iii) Advisor B Class shares and Advisor C Class shares of
Treasury Fund. Reinvested income and capital gain distributions will
not be considered purchases for the purpose of completing your Letter.
Class B shares may, upon redemption, be assessed a CDSC based on the
following schedule:
From Date of Purchase Contingent Deferred Sales
Charge
Less than 1 year 5%
1 year to less than 2 years 4%
2 years to less than 3 years 3%
3 years to less than 4 years 3%
4 years to less than 5 years 2%
5 years to less than 6 years 1%
6 years to less than 7 years A 0%
A AFTER SEVEN YEARS, CLASS B SHARES WILL CONVERT AUTOMATICALLY TO
CLASS A SHARES OF THE SAME FIDELITY ADVISOR FUND.
When exchanging Class B shares of one fund for Class B shares of
another Fidelity Advisor fund or Advisor B Class shares of Treasury
Fund, your Class B shares retain the CDSC schedule in effect when they
were originally bought.
Except as provided below, investment professionals receive as
compensation from FDC, at the time of sale, a concession equal to
4.00% of your purchase of Class B shares. For purchases of Class B
shares through reinvested dividends or capital gain distributions,
investment professionals do not receive a concession at the time of
sale.
The CDSC for Class B shares will be calculated based on the lesser of
the cost of the Class B shares at the initial date of purchase or the
value of those Class B shares at redemption, not including any
reinvested dividends or capital gains. Class B shares acquired through
reinvestment of dividends or capital gain distributions will not be
subject to a CDSC. In determining the applicability and rate of any
CDSC at redemption, Class B shares representing reinvested dividends
and capital gains will be redeemed first, followed by those Class B
shares that have been held for the longest period of time.
A front-end sales charge will not apply to the following Class A
shares:
1. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program with at
least $25 million or more in plan assets;
2. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program
investing through an insurance company separate account used to fund
annuity contracts;
3. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program
investing through a trust institution, bank trust department or
insurance company, or any such institution's broker-dealer affiliate
that is not part of an organization primarily engaged in the brokerage
business. Employee benefit plans (except SIMPLE IRA, SEP, and SARSEP
plans and plans covering self-employed individuals and their employees
(formerly Keogh/H.R. 10 plans)) and 403(b) programs that participate
in the Advisor Retirement Connection do not qualify for this waiver;
4. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program
investing through an investment professional sponsored program that
requires the participating employee benefit plan to invest initially
in Class C or Class B shares and, upon meeting certain criteria,
subsequently requires the plan to invest in Class A shares;
5. Purchased by a trust institution or bank trust department for a
managed account that is charged an asset-based fee. Employee benefit
plans (except SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans)), 403(b) programs and accounts managed by third parties do not
qualify for this waiver;
6. Purchased by a broker-dealer for a managed account that is charged
an asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do
not qualify for this waiver;
7. Purchased by a registered investment adviser that is not part of an
organization primarily engaged in the brokerage business for an
account that is managed on a discretionary basis and is charged an
asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP, and
SARSEP plans and plans covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do not
qualify for this waiver;
8. Purchased with proceeds from the sale of front-end load shares of a
non-Advisor mutual fund for an account participating in the FundSelect
by Nationwide program;
9. Purchased by a bank trust officer, registered representative, or
other employee (or a member of one of their immediate families) of
investment professionals having agreements with FDC ; or
10. Purchased by the Fidelity Investments Charitable Gift
Fund.
A front-end sales charge will not apply to the following Class T
shares:
1. Purchased for an insurance company separate account used to fund
annuity contracts for employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or 403(b) programs;
2. Purchased by a trust institution or bank trust department for a
managed account that is charged an asset-based fee. Accounts managed
by third parties do not qualify for this waiver;
3. Purchased by a broker-dealer for a managed account that is charged
an asset-based fee;
4. Purchased by a registered investment adviser that is not part of an
organization primarily engaged in the brokerage business for an
account that is managed on a discretionary basis and is charged an
asset-based fee;
5. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program;
6. Purchased for a Fidelity or Fidelity Advisor account with the
proceeds of a distribution from (i) an insurance company separate
account used to fund annuity contracts for employee benefit plans,
403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) that are invested in Fidelity Advisor or Fidelity
funds, or (ii) an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly Keogh/H.R. 10 plan) that is
invested in Fidelity Advisor or Fidelity funds. (Distributions other
than those transferred to an IRA account must be transferred directly
into a Fidelity account.);
7. Purchased for any state, county, or city, or any governmental
instrumentality, department, authority or agency;
8. Purchased with redemption proceeds from other mutual fund complexes
on which you have previously paid a front-end sales charge or CDSC;
9. Purchased by a current or former trustee or officer of a Fidelity
fund or a current or retired officer, director or regular employee of
FMR Corp. or Fidelity International Limited or their direct or
indirect subsidiaries (a Fidelity trustee or employee), the spouse of
a Fidelity trustee or employee, a Fidelity trustee or employee acting
as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee;
10. Purchased by a charitable organization (as defined for purposes of
Section 501(c)(3) of the Internal Revenue Code , but excluding the
Fidelity Investments Charitable Gift Fund) investing $100,000 or
more;
11. Purchased by a bank trust officer, registered representative, or
other employee (or a member of one of their immediate families) of
investment professionals having agreements with FDC;
12. Purchased for a charitable remainder trust or life income pool
established for the benefit of a charitable organization (as defined
for purposes of Section 501(c)(3) of the Internal Revenue Code);
13. Purchased with distributions of income, principal, and capital
gains from Fidelity Defined Trusts; or
14. Purchased by the Fidelity Investments Charitable Gift
Fund.
The Class B CDSC will not apply to the redemption of shares:
1. For disability or death, provided that the shares are sold within
one year following the death or the initial determination of
disability;
2. That are permitted without penalty at age 70 1/2 pursuant to the
Internal Revenue Code from retirement plans or accounts (other than of
shares purchased on or after February 11, 1999 for Traditional IRAs,
Roth IRAs and Rollover IRAs);
3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs
and Rollover IRAs purchased on or after February 11, 1999; or
4. Through the Fidelity Advisor Systematic Withdrawal Program.
To qualify for a Class A or Class T front-end sales charge reduction
or waiver, you must notify Fidelity in advance of your purchase.
To qualify for a Class B CDSC waiver, you must notify Fidelity in
advance of your redemption.
FINDER'S FEE. On eligible purchases of (i) Class A shares in amounts
of $1 million or more that qualify for a Class A load waiver, (ii)
Class A shares in amounts of $25 million or more, and (iii) Class T
shares in amounts of $1 million or more, investment professionals will
be compensated with a fee at the rate of 0.25% of the purchase amount.
Shares held by an insurance company separate account will be
aggregated at the client (e.g., the contract holder or plan sponsor)
level, not at the separate account level. Upon request, anyone
claiming eligibility for the 0.25% fee with respect to shares held by
an insurance company separate account must provide Fidelity access to
records detailing purchases at the client level.
Except as provided below, any assets on which a finder's fee has been
paid will bear a contingent deferred sales charge (Class A or Class T
CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor funds, or Daily Money Class shares of Treasury Fund,
Prime Fund or Tax-Exempt Fund, for a period of at least one
uninterrupted year. The Class A or Class T CDSC will be 0.25% of the
lesser of the cost of the Class A or Class T shares, as applicable, at
the initial date of purchase or the value of those Class A or Class T
shares, as applicable, at redemption, not including any reinvested
dividends or capital gains. Class A and Class T shares acquired
through reinvestment of dividends or capital gain distributions will
not be subject to a Class A or Class T CDSC. In determining the
applicability and rate of any Class A or Class T CDSC at redemption,
Class A or Class T shares representing reinvested dividends and
capital gains will be redeemed first, followed by those Class A or
Class T CDSC shares that have been held for the longest period of
time.
The Class A or Class T CDSC will not apply to the redemption of
shares:
1. Held by insurance company separate accounts;
2. For plan loans or distributions or exchanges to non-Advisor fund
investment options from employee benefit plans (except shares of
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)
purchased on or after February 11, 1999) and 403(b) programs; or
3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs,
SIMPLE IRAs, SEPs, SARSEPs and plans covering a sole-proprietor or
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans).
To qualify for a Class A or Class T finder's fee or CDSC waiver, you
must notify Fidelity in advance of your purchase or redemption,
respectively.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A,
Class T , or Class B shares of the fund, you may reinvest an
amount equal to all or a portion of the redemption proceeds in the
same class of the fund or another Fidelity Advisor fund, at the NAV
next determined after receipt in proper form of your investment order,
provided that such reinvestment is made within 90 days of redemption.
Under these circumstances, the dollar amount of the CDSC you paid, if
any, on shares will be reimbursed to you by reinvesting that amount in
Class A, Class T , or Class B shares, as applicable. You must
reinstate your Class A, Class T , or Class B shares into an
account with the same registration. This privilege may be exercised
only once by a shareholder with respect to the fund and certain
restrictions may apply. For purposes of the CDSC schedule, the holding
period will continue as if the Class A, Class T , or Class B
shares had not been redeemed.
CONVERSION FEATURE. After seven years from the initial date of
purchase, Class B shares and any capital appreciation associated with
those shares, convert automatically to Class A shares of the same
Fidelity Advisor fund. Conversion to Class A shares will be made at
NAV. At the time of conversion, a portion of the Class B shares bought
through the reinvestment of dividends or capital gains (Dividend
Shares) will also convert to Class A shares. The portion of Dividend
Shares that will convert is determined by the ratio of your converting
Class B non-Dividend Shares to your total Class B non-Dividend Shares.
Class A of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class A of the fund is authorized to pay FDC a monthly 12b-1
fee as compensation for providing services intended to result in the
sale of Class A shares and/or shareholder support services. Class A of
the fund may pay FDC a 12b-1 fee at an annual rate of 0.75% of its
average net assets, or such lesser amount as the Trustees may
determine from time to time. Class A of the fund currently pays FDC a
monthly 12b-1 fee at an annual rate of 0.25% of its average net assets
throughout the month. Class A's 12b-1 fee rate may be increased only
when the Trustees believe that it is in the best interests of Class A
shareholders to do so.
Class T of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class T of the fund is authorized to pay FDC a monthly 12b-1
fee as compensation for providing services intended to result in the
sale of Class T shares and/or shareholder support services. Class T of
the fund may pay FDC a 12b-1 fee at an annual rate of 0.65% of its
average net assets, or such lesser amount as the Trustees may
determine from time to time. Class T of the fund currently pays FDC a
monthly 12b-1 fee at an annual rate of 0.50% of its average net assets
throughout the month. Class T's 12b-1 fee rate may be increased only
when the Trustees believe that it is in the best interests of Class T
shareholders to do so.
FDC may reallow to intermediaries (such as banks, broker-dealers and
other service-providers), including its affiliates, up to the full
amount of the Class A and Class T 12b-1 fee, for providing services
intended to result in the sale of Class A or Class T shares and/or
shareholder support services.
Class B of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class B of the fund is authorized to pay FDC a monthly 12b-1
(distribution) fee as compensation for providing services intended to
result in the sale of Class B shares. Class B of the fund currently
pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.75%
of its average net assets throughout the month.
In addition, pursuant to the Class B plan, Class B pays FDC a monthly
12b-1 (service) fee at an annual rate of 0.25% of Class B's average
net assets throughout the month for providing shareholder support
services.
FDC may reallow up to the full amount of the Class B 12b-1 (service)
fee to intermediaries (such as banks, broker-dealers and other
service-providers) for providing shareholder support services.
Because 12b-1 fees are paid out of each class's assets on an ongoing
basis, they will increase the cost of your investment and may cost you
more than paying other types of sales charges.
In addition, each plan specifically recognizes that FMR may make
payments from its management fee revenue, past profits, or other
resources to FDC for expenses incurred in connection with providing
services intended to result in the sale of the applicable class's
shares and/or shareholder support services, including payments made to
intermediaries that provide those services. Currently, the Board of
Trustees of the fund has authorized such payments for Class A, Class
T, and Class B.
To receive sales concessions, finder's fees and payments made pursuant
to a Distribution and Service Plan, intermediaries must sign the
appropriate agreement with FDC in advance.
FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Fidelity Advisor funds, provided
that the fund receives brokerage services and commission rates
comparable to those of other broker-dealers.
No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related SAI,
in connection with the offer contained in this prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the fund or FDC. This prospectus and
the related SAI do not constitute an offer by the fund or by FDC to
sell shares of the fund to or to buy shares of the fund
from any person to whom it is unlawful to make such offer.
APPENDIX
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand
each class's financial history for the past 5 years or, if shorter,
the period of the class's operations. Certain information reflects
financial results for a single class share. The total returns in
the table represent the rate that an investor would have earned (or
lost) on an investment in the class (assuming reinvestment of all
dividends and distributions). This information has been audited by
____ (1999 annual information only) , independent accountants,
whose report, along with the fund's financial highlights and financial
statements, are included in the fund's annual report. Annual
information prior to 1999 was audited by ____. A free copy of the
annual report is available upon request.
[Financial Highlights to be filed by subsequent amendment.]
You can obtain additional information about the fund. The fund's SAI
includes more detailed information about the fund and its investments.
The SAI is incorporated herein by reference (legally forms a part of
the prospectus). The fund's annual and semi-annual reports include a
discussion of the fund's holdings and recent market conditions and the
fund's investment strategies that affected performance.
For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.
The SAI, the fund's annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the fund, including the fund's SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-3785
Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity
Investments, and Directed Dividends are registered trademarks of FMR
Corp.
The third party marks appearing above are the marks of their
respective owners.
1.728605.100 SO-pro- 0100
Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.
FIDELITY(Registered trademark) ADVISOR
VALUE STRATEGIES FUND
INSTITUTIONAL CLASS
INSTITUTIONAL CLASS
(Fund 694, CUSIP# 315920884)
PROSPECTUS
JANUARY 28, 2000
(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109
CONTENTS
FUND SUMMARY 3 INVESTMENT SUMMARY
3 PERFORMANCE
4 FEE TABLE
FUND BASICS 6 INVESTMENT DETAILS
7 VALUING SHARES
SHAREHOLDER INFORMATION 8 BUYING AND SELLING SHARES
11 EXCHANGING SHARES
11 ACCOUNT FEATURES AND POLICIES
13 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS
13 TAX CONSEQUENCES
FUND SERVICES 15 FUND MANAGEMENT
17 FUND DISTRIBUTION
APPENDIX 18 FINANCIAL HIGHLIGHTS
FUND SUMMARY
INVESTMENT SUMMARY
INVESTMENT OBJECTIVE
ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing primarily in common
stocks.
(small solid bullet) Investing in securities of companies that FMR
believes are undervalued in the marketplace in relation to factors
such as assets, earnings or growth potential (stocks of these
companies are often called "value" stocks).
(small solid bullet) Focusing investments in medium-sized
companies, but also may invest substantially in larger or smaller
companies.
(small solid bullet) Investing in domestic and foreign issuers.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently
from the value of the market as a whole. The value of
securities of smaller issuers can be more volatile than that of larger
issuers.
(small solid bullet) "VALUE" INVESTING. "Value" stocks can
perform differently from the market as a whole and other types of
stocks and can continue to be undervalued by the market for long
periods of time.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
PERFORMANCE
The following information illustrates the changes in the fund's
performance from year to year and compares Institutional
Class's performance to the performance of a market index and an
average of the performance of similar funds over various periods of
time. Prior to July 1, 1999, Advisor Value Strategies operated
under certain different investment policies. Accordingly, the fund's
historical performance may not represent its current investment
policies. Returns are based on past results and are not an
indication of future performance.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR-BY-YEAR RETURNS
ADVISOR VALUE STRATEGIES -
INSTITUTIONAL CLASS
Calendar Years 1996 1997 1998 1999
% % % %
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: nil
DURING THE PERIODS SHOWN IN THE CHART FOR INSTITUTIONAL CLASS OF
ADVISOR VALUE STRATEGIES , THE HIGHEST RETURN FOR A QUARTER WAS
__ % (QUARTER ENDING ____ ) AND THE LOWEST RETURN FOR A
QUARTER WAS __ % (QUARTER ENDING ____ ).
AVERAGE ANNUAL RETURNS
For the periods ended Past 1 year Life of classA
December 31, 1999
Advisor Value % %
Strategies-Institutional Class
Russell MidCap Value Index % %
S&P 500(Registered trademark) % %
Lipper Capital Appreciation % %
Funds Average
A FROM JULY 3, 1995.
[If FMR had not reimbursed certain class expenses during these
periods, Institutional Class's returns would have been lower.]
Going forward, the fund's performance will be compared to the
Russell MidCap Value Index rather than the Standard & Poor's 500 Index
(S&P 500) because the Russell MidCap Value Index more closely reflects
the fund's investment strategy.
Russell MidCap Value Index is a market capitalization-weighted
index of medium capitalization value-oriented stocks of U.S.
corporations.
S&P 500 is a market capitalization-weighted index of common stocks.
Lipper Capital Appreciation Funds Average reflects the
performance (excluding sales charges) of mutual funds with similar
objectives.
FEE TABLE
The following table describes the fees and expenses that are incurred
when you buy, hold, or sell Institutional Class shares of the fund.
[The annual class operating expenses provided below for Institutional
Class are based on historical expenses, adjusted to reflect current
fees .] [The annual class operating expenses provided below for
Institutional Class do not reflect the effect of any [expense
reimbursements] [[or] reduction of certain expenses] during the
period.] [The annual class operating expenses provided below for
Institutional Class are based on historical expenses.]
SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)
Institutional Class
Sales charge (load) on None
purchases and reinvested
distributions
Deferred sales charge (load) None
on redemptions
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)
Institutional Class Distribution and Service None
Other expenses %
Management fee % Total annual class operating %
(12b-1) fee expensesA
A EFFECTIVE FEBRUARY 27, 1999, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INSTITUTIONAL CLASS OF THE FUND TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTEREST, TAXES, SECURITIES LENDING FEES,
BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.05%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.
[A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. In addition, the fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total Institutional Class operating expenses [, after reimbursement,]
would have been __ %.]
This EXAMPLE helps you compare the cost of investing in the fund with
the cost of investing in other mutual funds.
Let's say, hypothetically, that Institutional Class's annual return is
5% and that your shareholder fees and Institutional Class's annual
operating expenses are exactly as described in the fee table. This
example illustrates the effect of fees and expenses, but is not meant
to suggest actual or expected fees and expenses or returns, all of
which may vary. For every $10,000 you invested, here's how much you
would pay in total expenses if you close your account after the number
of years indicated:
Institutional Class
1 year $
3 years $
5 years $
10 years $
FUND BASICS
INVESTMENT DETAILS
INVESTMENT OBJECTIVE
ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests the fund's assets primarily in common stocks.
FMR focuses on securities of companies that it believes are
undervalued in the marketplace in relation to factors such as the
company's assets, earnings, or growth potential. The stocks of these
companies are often called "value" stocks.
Although FMR focuses on investing the fund's assets in securities
issued by medium-sized companies, FMR may also make substantial
investments in securities issued by larger or smaller companies.
FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates , and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
DESCRIPTION OF PRINCIPAL SECURITY TYPES
EQUITY SECURITIES represent an ownership interest, or the right to
acquire an ownership interest, in an issuer. Different types of equity
securities provide different voting and dividend rights and priority
in the event of the bankruptcy of the issuer. Equity securities
include common stocks, preferred stocks, convertible
securities , and warrants.
PRINCIPAL INVESTMENT RISKS
Many factors affect the fund's performance. The fund's share price
changes daily based on changes in market conditions and interest rates
and in response to other economic, political , or financial
developments. The fund's reaction to these developments will be
affected by the types of securities in which the fund invests, the
financial condition, industry and economic sector, and geographic
location of an issuer, and the fund's level of investment in the
securities of that issuer. When you sell your shares of the fund, they
could be worth more or less than what you paid for them.
The following factors can significantly affect the fund's
performance:
STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market , and economic
developments. In the short - term, equity prices can fluctuate
dramatically in response to these developments. Different parts of the
market and different types of equity securities can react differently
to these developments. For example, large cap stocks can react
differently from small cap stocks, and "growth" stocks can
react differently from "value" stocks. Issuer,
political , or economic developments can affect a single issuer,
issuers within an industry or economic sector or geographic region, or
the market as a whole.
FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic ,
or regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial , and other operational risks;
and the less stringent investor protection and disclosure standards of
some foreign markets. All of these factors can make foreign
investments, especially those in emerging markets, more volatile and
potentially less liquid than U.S. investments. In addition, foreign
markets can perform differently from the U.S. market.
ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the value of an issuer's
securities. The value of securities of smaller, less well-known
issuers can be more volatile than that of larger issuers.
"VALUE" INVESTING. "Value" stocks can react differently to
issuer, political, market, and economic developments than the market
as a whole and other types of stocks. "Value" stocks tend to be
inexpensive relative to their earnings or assets compared to other
types of stocks. However, "value" stocks can continue to be
inexpensive for long periods of time and may not ever realize their
full value.
In response to market, economic, political , or other
conditions, FMR may temporarily use a different investment strategy
for defensive purposes. If FMR does so, different factors could affect
the fund's performance and the fund may not achieve its investment
objective.
FUNDAMENTAL INVESTMENT POLICIES
The policy discussed below is fundamental, that is,
subject to change only by shareholder approval.
ADVISOR VALUE STRATEGIES FUND seeks capital
appreciation.
VALUING SHARES
The fund is open for business each day the New York Stock Exchange
(NYSE) is open.
A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates Institutional Class's NAV
as of the close of business of the NYSE, normally 4:00 p.m. Eastern
time. However, NAV may be calculated earlier if trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission
(SEC). The fund's assets are valued as of this time for the purpose of
computing Institutional Class's NAV.
To the extent that the fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of the fund's assets may not occur on days when the
fund is open for business.
The fund's assets are valued primarily on the basis of market
quotations . Certain short-term securities are valued on the
basis of amortized cost. If market quotations are not readily
available for a security or if a security's value has been materially
affected by events occurring after the close of the exchange or market
on which the security is principally traded (for example, a foreign
exchange or market), that security may be valued by another method
that the Board of Trustees believes accurately reflects fair value. A
security's valuation may differ depending on the method used for
determining value.
SHAREHOLDER INFORMATION
BUYING AND SELLING SHARES
GENERAL INFORMATION
For account, product and service information, please use the following
phone numbers:
(small solid bullet) If you are investing through a broker-dealer or
insurance representative, 1-800-522-7297 (8:30 a.m. - 7:00 p.m.
Eastern time, Monday through Friday).
(small solid bullet) If you are investing through a bank
representative, 1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time,
Monday through Friday).
Please use the following addresses:
BUYING OR SELLING SHARES
Fidelity Investments(Registered trademark)
P.O. Box 770002
Cincinnati, OH 45277-0081
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048
You may buy or sell Institutional Class shares of the fund through a
retirement account or an investment professional. When you invest
through a retirement account or an investment professional, the
procedures for buying, selling , and exchanging Institutional
Class shares of the fund and the account features and policies may
differ. Additional fees may also apply to your investment in
Institutional Class shares of the fund, including a transaction fee if
you buy or sell Institutional Class shares of the fund through a
broker or other investment professional.
Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).
The different ways to set up (register) your account with Fidelity are
listed in the following table.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED PLANS
(solid bullet) KEOGH PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
TRUST
FOR MONEY BEING INVESTED BY A TRUST
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS
BUYING SHARES
Institutional Class shares are offered to:
1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested in the
Institutional Class of the Advisor funds. In addition, employee
benefit plans (as defined in the Employee Retirement Income Security
Act), 403(b) programs and plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) must have at least $50 million in plan assets;
2. Registered investment adviser managed account programs, provided
the registered investment adviser is not part of an organization
primarily engaged in the brokerage business, and the program (i)
charges an asset-based fee and (ii) will have at least $1 million
invested in the Institutional Class of the Advisor funds. In addition,
accounts other than an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly a Keogh/H.R. 10 plan) in the
program must be managed on a discretionary basis;
3. Trust institution and bank trust department managed account
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Accounts managed by third parties are not eligible to purchase
Institutional Class shares;
4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;
5. Fidelity Trustees and employees; and
6. Insurance company programs for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R. 10
plans) that (i) charge an asset-based fee and (ii) will have at least
$1 million invested in the Institutional Class of the Advisor funds.
Insurance company programs for employee benefit plans, 403(b) programs
and plans covering sole-proprietors (formerly Keogh/H.R. 10 plans)
include such programs offered by a broker-dealer affiliate of an
insurance company, provided that the affiliate is not part of an
organization primarily engaged in the brokerage business.
For purchases made by managed account programs, insurance company
separate accounts or insurance company programs for employee benefit
plans, 403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans), Fidelity may waive the requirement that $1
million be invested in the Institutional Class of the Advisor funds.
The price to buy one share of Institutional Class is the class's NAV.
Institutional Class shares are sold without a sales charge.
Your shares will be bought at the next NAV calculated after your order
is received in proper form.
It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.
Short-term or excessive trading into and out of the fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, the fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
the fund. For these purposes, FMR may consider an investor's trading
history in the fund or other Fidelity funds, and accounts under common
ownership or control.
The fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.
(small solid bullet) Fidelity must receive payment within three
business days after an order for shares is placed; otherwise your
purchase order may be canceled and you could be liable for any losses
or fees the fund or Fidelity has incurred.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.
Institutional Class shares can be bought or sold through investment
professionals using an automated order placement and settlement system
that guarantees payment for orders on a specified date.
Certain financial institutions that meet creditworthiness criteria
established by Fidelity Distributors Corporation (FDC) may enter
confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than close of business on the next business
day. If payment is not received by that time, the order will be
canceled and the financial institution will be liable for any losses.
MINIMUMS
TO OPEN AN ACCOUNT $2,500
For certain Fidelity Advisor retirement accountsA $500
Through regular investment plansB $100
TO ADD TO AN ACCOUNT $100
MINIMUM BALANCE $1,000
For certain Fidelity Advisor retirement accountsA None
A FIDELITY ADVISOR TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA,
SEP-IRA, AND KEOGH ACCOUNTS.
BAN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS
OPENED.
There is no minimum account balance or initial or subsequent purchase
minimum for certain Fidelity retirement accounts funded through salary
deduction, or accounts opened with the proceeds of distributions from
such retirement accounts. In addition, the fund may waive or lower
purchase minimums in other circumstances.
KEY INFORMATION
PHONE TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from another
Fidelity fund. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."
TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from another
Fidelity fund. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."
MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI, (small solid bullet) Complete
OH 45277-0081 and sign the application.
Make your check payable to
the complete name of the
fund and note the applicable
class. Mail to your
investment professional or
to the address at left.
TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund
and note the applicable
class. Indicate your fund
account number on your check
and mail to your investment
professional or to the
address at left.
(small solid bullet) Exchange
from the same class of other
Fidelity Advisor funds or
from another Fidelity fund.
Send a letter of instruction
to your investment
professional or to the
address at left, including
your name, the funds' names,
the applicable class names,
the fund account numbers,
and the dollar amount or
number of shares to be
exchanged.
IN PERSON TO OPEN AN ACCOUNT
(small solid bullet) Bring
your application and check
to your investment
professional.
TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to your
investment professional.
WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to set
up your account and to
arrange a wire transaction.
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your new
fund account number and your
name.
TO ADD TO AN ACCOUNT
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your fund
account number and your name.
AUTOMATICALLY TO OPEN AN ACCOUNT
(small solid bullet) Not
available.
TO ADD TO AN ACCOUNT
(small solid bullet) Use
Fidelity Advisor Systematic
Investment Program.
SELLING SHARES
The price to sell one share of Institutional Class is the class's NAV.
If appropriate to protect shareholders, the fund may impose a
redemption fee (trading fee) on redemptions from the fund.
Your shares will be sold at the next NAV calculated after your order
is received in proper form.
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.
Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares;
(small solid bullet) Your account registration has changed within the
last 30 days;
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);
(small solid bullet) The check is being made payable to someone other
than the account owner; or
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000 worth of shares in the account to keep
it open, except accounts not subject to account minimums.
(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
the fund.
(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of the fund.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.
KEY INFORMATION
PHONE (small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to
initiate a wire transaction
or to request a check for
your redemption.
(small solid bullet) Exchange
to the same class of other
Fidelity Advisor funds or to
another Fidelity fund. Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information."
MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 770002 CINCINNATI, SOLE PROPRIETORSHIP, UGMA,
OH 45277-0081 UTMA
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including your name, the
fund's name, the applicable
class name, your fund
account number, and the
dollar amount or number of
shares to be sold. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information" to
request one.
TRUST
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the trust's name,
the fund's name, the
applicable class name, the
trust's fund account number,
and the dollar amount or
number of shares to be sold.
The trustee must sign the
letter of instruction
indicating capacity as
trustee. If the trustee's
name is not in the account
registration, provide a copy
of the trust document
certified within the last 60
days.
BUSINESS OR ORGANIZATION
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the firm's name,
the fund's name, the
applicable class name, the
firm's fund account number,
and the dollar amount or
number of shares to be sold.
At least one person
authorized by corporate
resolution to act on the
account must sign the letter
of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" for
instructions.
IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The letter of
instruction must be signed
by all persons required to
sign for transactions,
exactly as their names
appear on the account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.
TRUST
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The trustee
must sign the letter of
instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.
BUSINESS OR ORGANIZATION
(small solid bullet) Bring a
letter of instruction to
your investment
professional. At least one
person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit
your investment professional
for instructions.
AUTOMATICALLY (small solid bullet) Use
Fidelity Advisor Systematic
Withdrawal Program to set up
periodic redemptions from
your Institutional Class
account.
EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
As an Institutional Class shareholder, you have the privilege of
exchanging your Institutional Class shares for Institutional Class
shares of other Fidelity Advisor funds or for shares of Fidelity
funds.
However, you should note the following policies and restrictions
governing exchanges:
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) The fund may temporarily or permanently terminate
the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.
(small solid bullet) The fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
The fund may terminate or modify the exchange privilege in the future.
Other funds may have different exchange restrictions, and may
impose trading fees of up to 3.00% of the amount exchanged.
Check each fund's prospectus for details.
ACCOUNT FEATURES AND POLICIES
FEATURES
The following features are available to buy and sell shares of the
fund.
AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account, between accounts, or out of your account. While
automatic investment programs do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Automatic withdrawal or exchange
programs can be a convenient way to provide a consistent income flow
or to move money between your investments.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY ADVISOR SYSTEMATIC
INVESTMENT PROGRAM TO MOVE
MONEY FROM YOUR BANK ACCOUNT
TO A FIDELITY ADVISOR FUND.
MINIMUM MINIMUM FREQUENCY PROCEDURES
INITIAL ADDITIONAL Monthly, bimonthly, (small solid bullet) To set
$100 $100 quarterly, or semi-annually up for a new account,
complete the appropriate
section on the application.
(small solid bullet) To set
up for existing accounts,
call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for an
application.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
investment date.
FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR INSTITUTIONAL CLASS
ACCOUNT TO YOU OR TO YOUR
BANK CHECKING ACCOUNT.
MINIMUM MAXIMUM FREQUENCY PROCEDURES
$100 $50,000 Monthly, quarterly, or (small solid bullet) Accounts
semi-annually with a value of $10,000 or
more in Institutional Class
shares are eligible for this
program.
(small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
withdrawal date.
</TABLE>
OTHER FEATURES. The following other features are also available to buy
and sell shares of the fund.
WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.
(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account.
(small solid bullet) Call your investment professional or call
Fidelity at the appropriate number found in "General Information"
before your first use to verify that this feature is set up on your
account.
(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.
(small solid bullet) To add the wire feature or to change the bank
account designated to receive redemption proceeds at any time prior to
making a redemption request, you should send a letter of instruction,
including a signature guarantee, to your investment professional or to
Fidelity at the address found in "General Information."
POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).
(small solid bullet) Financial reports (every six months).
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
the fund. Call Fidelity at 1-888-622-3175 if you need additional
copies of financial reports or prospectuses.
You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.
When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require the fund to withhold 31% of your taxable distributions and
redemptions.
If your ACCOUNT BALANCE falls below $1,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV on the day your account is closed.
Fidelity may charge a FEE FOR CERTAIN SERVICES, such as
providing historical account documents .
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The fund earns dividends, interest , and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. The fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.
The fund normally pays dividends and capital gain distributions
in December and January.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Institutional Class's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gain
distributions will be automatically reinvested in additional
Institutional Class shares of the fund. If you do not indicate a
choice on your application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will
be automatically reinvested in additional Institutional Class shares
of the fund. Your dividends will be paid in cash.
3. CASH OPTION. Your dividends and capital gain distributions
will be paid in cash.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in Institutional Class shares of
another identically registered Fidelity Advisor fund or shares of
identically registered Fidelity funds. Your capital gain
distributions will be automatically invested in Institutional Class
shares of another identically registered Fidelity Advisor fund or
shares of identically registered Fidelity funds, automatically
reinvested in additional Institutional Class shares of the fund, or
paid in cash.
Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, contact your investment
professional directly or call Fidelity.
If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.
TAX CONSEQUENCES
As with any investment, your investment in the fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
TAXES ON DISTRIBUTIONS. Distributions you receive from the fund are
subject to federal income tax, and may also be subject to state or
local taxes.
For federal tax purposes, the fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income ,
while the fund's distributions of long-term capital gains are
taxable to you generally as capital gains.
If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.
Any taxable distributions you receive from the fund will normally be
taxable to you when you receive them, regardless of your distribution
option.
TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in the fund generally is the
difference between the cost of your shares and the price you receive
when you sell them.
FUND SERVICES
FUND MANAGEMENT
Advisor Value Strategies is a mutual fund, an investment
that pools shareholders' money and invests it toward a specified goal.
FMR is the fund's manager.
As of __ , FMR had approximately $ __ billion in
discretionary assets under management.
As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.
Affiliates assist FMR with foreign investments:
(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for the fund. FMR
U.K. was organized in 1986 to provide investment research and advice
to FMR. Currently, FMR U.K. provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for the fund.
(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East), in Tokyo, Japan, serves as a sub-adviser for the fund. FMR
Far East was organized in 1986 to provide investment research and
advice to FMR. Currently, FMR Far East provides investment research
and advice on issuers based outside the United States and may also
provide investment advisory services for the fund.
The fund could be adversely affected if the computer systems used by
FMR and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised the fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on the fund.
Harris Leviton is vice president and manager of Advisor Value
Strategies , which he has managed since March 1996. Previously, he
managed other Fidelity funds. Since joining Fidelity in 1986, he has
worked as an analyst and manager.
From time to time a manager, analyst, or other Fidelity employee
may express views regarding a particular company, security, industry,
or market sector. The views expressed by any such person are the views
of only that individual as of the time expressed and do not
necessarily represent the views of Fidelity or any other person in the
Fidelity organization. Any such views are subject to change at any
time based upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.
Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.
The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is determined by
calculating a basic fee and then applying a performance adjustment.
The performance adjustment decreases the management fee if the fund
has performed worse than the S&P 500. After December 31, 2000, no
performance adjustment will be applied to the basic fee.
The basic fee is calculated by adding a group fee rate to an
individual fund fee rate, dividing by twelve, and multiplying the
result by the fund's average net assets throughout the month.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.
For November 199 9 , the group fee rate was __ %.
The individual fund fee rate is 0.30%.
The basic fee for the fiscal year ended November 30, 199 9 was
__ % of the fund's average net assets.
The performance adjustment rate is calculated monthly by comparing
over the performance period the fund's performance to that of the S&P
500.
The performance period is the most recent 36-month period.
The performance adjustment rate is divided by twelve and multiplied by
the fund's average net assets throughout the month, and the resulting
dollar amount is then subtracted from the basic fee if the
fund's performance over the performance period is worse than that of
the S&P 500. The maximum annualized performance adjustment rate is
- 0.20% of the fund's average net assets over the performance
period.
For the purposes of calculating the performance adjustment for the
fund, the fund's investment performance will be based on the average
performance of all classes of the fund weighted according to their
average assets for each month in the performance period.
[After reimbursement,] [T/t]he total management fee for the fiscal
year ended November 30, 1999, was __% of the fund's average net
assets.
FMR pays FMR U.K. and FMR Far East for providing assistance with
investment advisory services.
FMR may, from time to time, agree to reimburse a class for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be discontinued by FMR at any time, can decrease a class's
expenses and boost its performance.
[As of ____, approximately ____% of the fund's total outstanding
shares were held by [FMR/FMR and [an] FMR affiliate[s]/[an] FMR
affiliate[s]].]
FUND DISTRIBUTION
The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.
FDC distributes Institutional Class's shares.
Institutional Class has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940 that
recognizes that FMR may use its management fee revenues, as well as
its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with providing services intended
to result in the sale of Institutional Class shares and/or shareholder
support services. FMR, directly or through FDC, may pay
intermediaries, such as banks, broker-dealers and other
service-providers, that provide those services. Currently, the Board
of Trustees has authorized such payments for Institutional Class.
To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.
FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Fidelity Advisor funds, provided
that the fund receives brokerage services and commission rates
comparable to those of other broker-dealers.
No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related
statement of additional information (SAI), in connection with the
offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the fund or FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the
fund to or to buy shares of the fund from any person to
whom it is unlawful to make such offer.
APPENDIX
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
Institutional Class's financial history for the period of the class's
operations. Certain information reflects financial results for a
single class share. The total returns in the table represent the
rate that an investor would have earned (or lost) on an investment in
the class (assuming reinvestment of all dividends and
distributions). This information has been audited by ____ (1999
annual information only) , independent accountants, whose report,
along with the fund's financial highlights and financial statements,
are included in the fund's annual report. Annual information prior
to 1999 was audited by ____. A free copy of the annual report is
available upon request.
[Financial Highlights to be filed by subsequent amendment.]
You can obtain additional information about the fund. The fund's SAI
includes more detailed information about the fund and its investments.
The SAI is incorporated herein by reference (legally forms a part of
the prospectus). The fund's annual and semi-annual reports include a
discussion of the fund's holdings and recent market conditions and the
fund's investment strategies that affected performance.
For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.
The SAI, the fund's annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the fund, including the fund's SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-3785
Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity
Investments, and Directed Dividends are registered trademarks of FMR
Corp.
The third party marks appearing above are the marks of their
respective owners.
1.728606.100 ISO-pro- 0100
FIDELITY(registered trademark) ADVISOR TECHNOQUANTSM GROWTH FUND,
FIDELITY ADVISOR SMALL CAP FUND, FIDELITY ADVISOR VALUE STRATEGIES
FUND, FIDELITY ADVISOR MID CAP FUND, FIDELITY ADVISOR RETIREMENT
GROWTH FUND, FIDELITY ADVISOR EQUITY GROWTH FUND, FIDELITY ADVISOR
LARGE CAP FUND, FIDELITY ADVISOR DIVIDEND GROWTH FUND, FIDELITY
ADVISOR GROWTH OPPORTUNITIES FUND, FIDELITY ADVISOR GROWTH & INCOME
FUND, FIDELITY ADVISOR EQUITY INCOME FUND, FIDELITY ADVISOR ASSET
ALLOCATION FUND, AND FIDELITY ADVISOR BALANCED FUND
FUNDS OF FIDELITY ADVISOR SERIES I
CLASS A, CLASS T, CLASS B, CLASS C, INSTITUTIONAL CLASS, AND INITIAL
CLASS
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 28, 2000
This statement of additional information (SAI) is not a prospectus.
Portions of each fund's annual reports are incorporated herein. The
annual reports are supplied with this SAI.
To obtain a free additional copy of a prospectus, dated January 28,
2000, or an annual report for Class A, Class T, Class B, Class C, and
Institutional Class of each fund, please call Fidelity at
1-888-622-3175. To obtain a free additional copy of a prospectus for
the Initial Class of Fidelity Advisor Value Strategies Fund, dated
January 28, 2000, or an annual report for the Initial Class of
Fidelity Advisor Value Strategies Fund, please call Fidelity at
1-800-544-8544 or visit Fidelity's Web site at www.fidelity.com.
TABLE OF CONTENTS PAGE
Investment Policies and 3
Limitations
Portfolio Transactions 17
Valuation 26
Performance 26
Prior Performance of Similar 113
Funds
Additional Purchase, Exchange 118
and Redemption Information
Distributions and Taxes 120
Trustees and Officers 120
Control of Investment Advisers 126
Management Contracts 127
Distribution Services 137
Transfer and Service Agent 161
Agreements
Description of the Trust 163
Financial Statements 164
Appendix 164
For more information on any Fidelity fund, including charges and
expenses, call Fidelity at the number indicated above for a free
prospectus. Read it carefully before you invest or send money.
ACOM11-ptb -0100
1.730176.100
(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109
GROWTH FUNDS
Fidelity Advisor TechnoQuant Growth Fund
Fidelity Advisor Small Cap Fund
Fidelity Advisor Value Strategies Fund
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Retirement Growth Fund
Fidelity Advisor Equity Growth Fund
Fidelity Advisor Large Cap Fund
Fidelity Advisor Dividend Growth Fund
Fidelity Advisor Growth Opportunities Fund
GROWTH AND INCOME FUNDS
Fidelity Advisor Growth & Income Fund
Fidelity Advisor Equity Income Fund
Fidelity Advisor Asset Allocation Fund
Fidelity Advisor Balanced Fund
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in
the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of a fund's assets that may
be invested in any security or other asset, or sets forth a policy
regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of the fund's
acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets, or other circumstances will
not be considered when determining whether the investment complies
with the fund's investment policies and limitations.
A fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the
1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below , the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval.
INVESTMENT LIMITATIONS OF ADVISOR TECHNOQUANT GROWTH FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
( v) The fund does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to 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.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR SMALL CAP FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) T he fund does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.
For purposes of normally investing at least 65% of the fund's total
assets in securities of companies with small market capitalizations,
FMR interprets "total assets" to exclude collateral received for
securities lending transactions.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
IN VESTMENT LIMITATIONS OF A DVISOR VALUE STRATEGIES FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The f und does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to 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.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR MID CAP FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow mo ney only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) Th e fund does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.
For purposes of normally investing at least 65% of the fund's total
assets in securities of companies with medium market capitalizations,
FMR interprets "total assets" to exclude collateral received for
securities lending transactions.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR RETIREMENT GROWTH FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as bo rrowings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) T he fund does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to 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.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR EQUITY GROWTH FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite any issue of securities (to the extent that the fund
may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than obligations
issued or guaranteed by the Government of the United States, its
agencies or instrumentalities) if, as a result, more than 25% of the
fund's total assets (taken at current value) would be invested in the
securities of issuers having their principal business activities in
the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investm ent company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fu nd does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.
For purposes of normally investing at least 65% of the fund's total
assets in common stocks, FMR interprets "total assets" to exclude
collateral received for securities lending transactions.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR LARGE CAP FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund d oes not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to 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.
F or purposes of normally investing at least 65% of the fund's total
assets in securities of companies with large market
capitalizations , FMR interprets "total assets" to exclude
collateral received for securities lending transactions.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR DIVIDEND GROWTH FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of f undamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fu nd does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.
For purposes of normally investing at least 65% of the fund's total
assets in securities of companies that FMR believes have the potential
for dividend growth by either increasing their dividends or commencing
dividends, if none are currently paid, FMR interprets "total assets"
to exclude collateral received for securities lending
transactions.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR GROWTH OPPORTUNITIES FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933, in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrow ings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fu nd does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR GROWTH & INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundam ental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The f und does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to 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.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR EQUITY INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fun damental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fu nd does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.
For purposes of normally investing at least 65% of the fund's total
assets in income-producing equity securities, FMR interprets "total
assets" to exclude collateral received for securities lending
transactions.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR ASSET ALLOCATION FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing and selling precious metals, or from
purchasing or selling options and futures contracts or from investing
in securities or other instruments backed by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treat ed as borrowings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The f und does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest more than 5% of its
total assets in precious metals.
(vii) 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.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
INVESTMENT LIMITATIONS OF ADVISOR BALANCED FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933, in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fu nd does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of investing at least 25% of the fund's total assets
in fixed-income senior securities (including debt securities and
preferred stock), FMR interprets "total assets" to exclude collateral
received for securities lending transactions.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page __.
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. FMR may not buy all of these instruments or use all of these
techniques unless it believes that doing so will help a fund achieve
its goal.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC), the Board of Trustees
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.
ASSET ALLOCATION. The stock class includes domestic and foreign equity
securities of all types (other than adjustable rate preferred stocks
which are included in the bond class). FMR seeks to maximize total
return within this asset class by actively allocating assets to
industry sectors expected to benefit from major trends, and to
individual stocks that FMR believes to have superior investment
potential. When FMR selects equity securities, it considers both
growth and anticipated dividend income. Securities in the stock class
may include common stocks, fixed-rate preferred stocks (including
convertible preferred stocks), warrants, rights, depositary receipts,
securities of closed-end investment companies, and other equity
securities issued by companies of any size, located anywhere in the
world.
The bond class includes all varieties of domestic and foreign
fixed-income securities maturing in more than one year. FMR will seek
to maximize total return within the bond class by adjusting a fund's
investments in securities with different credit qualities, maturities,
and coupon or dividend rates, and by seeking to take advantage of
yield differentials between securities. Securities in this class may
include bonds, notes, adjustable-rate preferred stocks, convertible
bonds, mortgage-related and asset-backed securities, domestic and
foreign government and government agency securities, zero coupon
bonds, and other intermediate and long-term securities. These
securities may be denominated in U.S. dollars or foreign currency.
The short-term/money market class includes all types of domestic and
foreign short-term and money market instruments. FMR will seek to
maximize total return with respect to Advisor Asset Allocation within
this asset class by taking advantage of yield differentials between
different instruments, issuers, and currencies. Short-term and money
market instruments may include corporate debt securities, such as
commercial paper and notes; government securities issued by U.S. or
foreign governments or their agencies or instrumentalities; bank
deposits and other financial institution obligations; repurchase
agreements involving any type of security; and other similar
short-term instruments. These instruments may be denominated in U.S.
dollars or foreign currency.
FMR may use its judgment to place a security in the most appropriate
class based on its investment characteristics. Fixed-income securities
may be classified in the bond or short-term/money market class
according to interest rate sensitivity as well as maturity. The fund
may also make other investments that do not fall within these classes.
In making asset allocation decisions, FMR will evaluate projections of
risk, market conditions, economic conditions, volatility, yields, and
returns. FMR's management will use database systems to help analyze
past situations and trends, research specialists in each of the asset
classes to help in securities selection, portfolio management
professionals to determine asset allocation and to select individual
securities, and its own credit analysis as well as credit analyses
provided by rating services.
ASSET-BACKED SECURITIES represent interests in pools of mortgages,
loans, receivables or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by
the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements.
Asset-backed security values may also be affected by other factors
including changes in interest rates, the availability of information
concerning the pool and its structure, the creditworthiness of the
servicing agent for the pool, the originator of the loans or
receivables, or the entities providing the credit enhancement. In
addition, these securities may be subject to prepayment risk.
BORROWING. Each fund may borrow from banks or from other funds advised
by FMR or its affiliates, or through reverse repurchase agreements. If
a fund borrows money, its share price may be subject to greater
fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be
considered a form of leverage.
CASH MANAGEMENT. A fund can hold uninvested cash or can invest it in
cash equivalents such as money market securities, repurchase
agreements or shares of money market funds. Generally, these
securities offer less potential for gains than other types of
securities.
CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of their investments.
COMMON STOCK represents an equity or ownership interest in an issuer.
In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the
claims of those who own common stock.
CONVERTIBLE SECURITIES are bonds, debentures, notes, preferred stocks
or other securities that may be converted or exchanged (by the holder
or by the issuer) into shares of the underlying common stock (or cash
or securities of equivalent value) at a stated exchange ratio. A
convertible security may also be called for redemption or conversion
by the issuer after a particular date and under certain circumstances
(including a specified price) established upon issue. If a convertible
security held by a fund is called for redemption or conversion, the
fund could be required to tender it for redemption, convert it into
the underlying common stock, or sell it to a third party.
Convertible securities generally have less potential for gain or loss
than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than
comparable non-convertible securities. Because of this higher yield,
convertible securities generally sell at prices above their
"conversion value," which is the current market value of the stock to
be received upon conversion. The difference between this conversion
value and the price of convertible securities will vary over time
depending on changes in the value of the underlying common stocks and
interest rates. When the underlying common stocks decline in value,
convertible securities will tend not to decline to the same extent
because of the interest or dividend payments and the repayment of
principal at maturity for certain types of convertible securities.
However, securities that are convertible other than at the option of
the holder generally do not limit the potential for loss to the same
extent as securities convertible at the option of the holder. When the
underlying common stocks rise in value, the value of convertible
securities may also be expected to increase. At the same time,
however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that
the value of convertible securities will generally not increase to the
same extent as the value of the underlying common stocks. Because
convertible securities may also be interest-rate sensitive, their
value may increase as interest rates fall and decrease as interest
rates rise. Convertible securities are also subject to credit risk,
and are often lower-quality securities.
DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero coupon bonds, do not pay interest but are
sold at a deep discount from their face values. Debt securities
include corporate bonds, government securities, and mortgage and other
asset-backed securities.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve significant risks in addition to the risks
inherent in U.S. investments.
Foreign investments involve risks relating to local political,
economic, regulatory, or social instability, military action or
unrest, or adverse diplomatic developments, and may be affected by
actions of foreign governments adverse to the interests of U.S.
investors. Such actions may include expropriation or nationalization
of assets, confiscatory taxation, restrictions on U.S. investment or
on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. Additionally, governmental
issuers of foreign debt securities may be unwilling to pay interest
and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that FMR will be able
to anticipate these potential events or counter their effects. In
addition, the value of securities denominated in foreign currencies
and of dividends and interest paid with respect to such securities
will fluctuate based on the relative strength of the U.S. dollar.
It is anticipated that in most cases the best available market for
foreign securities will be on an exchange or in over-the-counter (OTC)
markets located outside of the United States. Foreign stock markets,
while growing in volume and sophistication, are generally not as
developed as those in the United States, and securities of some
foreign issuers may be less liquid and more volatile than securities
of comparable U.S. issuers. Foreign security trading, settlement and
custodial practices (including those involving securities settlement
where fund assets may be released prior to receipt of payment) are
often less developed than those in U.S. markets, and may result in
increased risk or substantial delays in the event of a failed trade or
the insolvency of, or breach of duty by, a foreign broker-dealer,
securities depository or foreign subcustodian. For example, many
foreign countries are less prepared than the United States to properly
process and calculate information related to dates from and after
January 1, 2000. As a result, some foreign markets, brokers, banks or
securities depositories could experience at least temporary
disruptions, which could result in difficulty buying and selling
securities in certain foreign markets and pricing foreign investments,
and foreign issuers could fail to pay timely dividends, interest or
principal. In addition, the costs associated with foreign investments,
including withholding taxes, brokerage commissions and custodial
costs, are generally higher than with U.S. investments.
Foreign markets may offer less protection to investors than U.S.
markets. Foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and
standards of practice comparable to those applicable to U.S. issuers.
Adequate public information on foreign issuers may not be available,
and it may be difficult to secure dividends and information regarding
corporate actions on a timely basis. In general, there is less overall
governmental supervision and regulation of securities exchanges,
brokers, and listed companies than in the United States. OTC markets
tend to be less regulated than stock exchange markets and, in certain
countries, may be totally unregulated. Regulatory enforcement may be
influenced by economic or political concerns, and investors may have
difficulty enforcing their legal rights in foreign countries.
Some foreign securities impose restrictions on transfer within the
United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less
liquid than foreign securities of the same class that are not subject
to such restrictions.
American Depositary Receipts (ADRs) as well as other "hybrid" forms of
ADRs, including European Depositary Receipts (EDRs) and Global
Depositary Receipts (GDRs), are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by
depository banks and generally trade on an established market in the
United States or elsewhere. The underlying shares are held in trust by
a custodian bank or similar financial institution in the issuer's home
country. The depository bank may not have physical custody of the
underlying securities at all times and may charge fees for various
services, including forwarding dividends and interest and corporate
actions. ADRs are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies. However,
ADRs continue to be subject to many of the risks associated with
investing directly in foreign securities. These risks include foreign
exchange risk as well as the political and economic risks of the
underlying issuer's country.
The risks of foreign investing may be magnified for investments in
emerging markets. Security prices in emerging markets can be
significantly more volatile than those in more developed markets,
reflecting the greater uncertainties of investing in less established
markets and economies. In particular, countries with emerging markets
may have relatively unstable governments, may present the risks of
nationalization of businesses, restrictions on foreign ownership and
prohibitions on the repatriation of assets, and may have less
protection of property rights than more developed countries. The
economies of countries with emerging markets may be based on only a
few industries, may be highly vulnerable to changes in local or global
trade conditions, and may suffer from extreme and volatile debt
burdens or inflation rates. Local securities markets may trade a small
number of securities and may be unable to respond effectively to
increases in trading volume, potentially making prompt liquidation of
holdings difficult or impossible at times.
FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash) or forward basis (i.e., by
entering into forward contracts to purchase or sell foreign
currencies). Although foreign exchange dealers generally do not charge
a fee for such conversions, they do realize a profit based on the
difference between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign
currency at one rate, while offering a lesser rate of exchange should
the counterparty desire to resell that currency to the dealer. Forward
contracts are customized transactions that require a specific amount
of a currency to be delivered at a specific exchange rate on a
specific date or range of dates in the future. Forward contracts are
generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The
parties to a forward contract may agree to offset or terminate the
contract before its maturity, or may hold the contract to maturity and
complete the contemplated currency exchange.
The following discussion summarizes the principal currency management
strategies involving forward contracts that could be used by a fund. A
fund may also use swap agreements, indexed securities, and options and
futures contracts relating to foreign currencies for the same
purposes.
A "settlement hedge" or "transaction hedge" is designed to protect a
fund against an adverse change in foreign currency values between the
date a security is purchased or sold and the date on which payment is
made or received. Entering into a forward contract for the purchase or
sale of the amount of foreign currency involved in an underlying
security transaction for a fixed amount of U.S. dollars "locks in" the
U.S. dollar price of the security. Forward contracts to purchase or
sell a foreign currency may also be used by a fund in anticipation of
future purchases or sales of securities denominated in foreign
currency, even if the specific investments have not yet been selected
by FMR.
A fund may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. For
example, if a fund owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's
value. Such a hedge, sometimes referred to as a "position hedge,"
would tend to offset both positive and negative currency fluctuations,
but would not offset changes in security values caused by other
factors. A fund could also hedge the position by selling another
currency expected to perform similarly to the pound sterling. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would
not hedge currency exposure as effectively as a direct hedge into U.S.
dollars. Proxy hedges may result in losses if the currency used to
hedge does not perform similarly to the currency in which the hedged
securities are denominated.
A fund may enter into forward contracts to shift its investment
exposure from one currency into another. This may include shifting
exposure from U.S. dollars to a foreign currency, or from one foreign
currency to another foreign currency. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to
the currency that is sold, and increase exposure to the currency that
is purchased, much as if a fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the
hedged currency, but will cause a fund to assume the risk of
fluctuations in the value of the currency it purchases.
Successful use of currency management strategies will depend on FMR's
skill in analyzing currency values. Currency management strategies may
substantially change a fund's investment exposure to changes in
currency exchange rates and could result in losses to a fund if
currencies do not perform as FMR anticipates. For example, if a
currency's value rose at a time when FMR had hedged a fund by selling
that currency in exchange for dollars, a fund would not participate in
the currency's appreciation. If FMR hedges currency exposure through
proxy hedges, a fund could realize currency losses from both the hedge
and the security position if the two currencies do not move in tandem.
Similarly, if FMR increases a fund's exposure to a foreign currency
and that currency's value declines, a fund will realize a loss. There
is no assurance that FMR's use of currency management strategies will
be advantageous to a fund or that it will hedge at appropriate times.
FUNDS' RIGHTS AS SHAREHOLDERS. The funds do not intend to direct or
administer the day-to-day operations of any company. A fund, however,
may exercise its rights as a shareholder and may communicate its views
on important matters of policy to management, the Board of Directors,
and shareholders of a company when FMR determines that such matters
could have a significant effect on the value of the fund's investment
in the company. The activities in which a fund may engage, either
individually or in conjunction with others, may include, among others,
supporting or opposing proposed changes in a company's corporate
structure or business activities; seeking changes in a company's
directors or management; seeking changes in a company's direction or
policies; seeking the sale or reorganization of the company or a
portion of its assets; or supporting or opposing third-party takeover
efforts. This area of corporate activity is increasingly prone to
litigation and it is possible that a fund could be involved in
lawsuits related to such activities. FMR will monitor such activities
with a view to mitigating, to the extent possible, the risk of
litigation against a fund and the risk of actual liability if a fund
is involved in litigation. No guarantee can be made, however, that
litigation against a fund will not be undertaken or liabilities
incurred.
FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options: Combined Positions, Correlation of Price Changes, Futures
Contracts, Futures Margin Payments, Limitations on Futures and Options
Transactions, Liquidity of Options and Futures Contracts, Options and
Futures Relating to Foreign Currencies, OTC Options, Purchasing Put
and Call Options, and Writing Put and Call Options.
COMBINED POSITIONS involve purchasing and writing options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the
overall position. For example, purchasing a put option and writing a
call option on the same underlying instrument would construct a
combined position whose risk and return characteristics are similar to
selling a futures contract. Another possible combined position would
involve writing a call option at one strike price and buying a call
option at a lower price, to reduce the risk of the written call option
in the event of a substantial price increase. Because combined options
positions involve multiple trades, they result in higher transaction
costs and may be more difficult to open and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely
that the standardized contracts available will not match a fund's
current or anticipated investments exactly. A fund may invest in
options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in
which the fund typically invests, which involves a risk that the
options or futures position will not track the performance of the
fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a
fund's investments well. Options and futures prices are affected by
such factors as current and anticipated short-term interest rates,
changes in volatility of the underlying instrument, and the time
remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation may also result
from differing levels of demand in the options and futures markets and
the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A fund may purchase or sell
options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to
attempt to compensate for differences in volatility between the
contract and the securities, although this may not be successful in
all cases. If price changes in a fund's options or futures positions
are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.
FUTURES CONTRACTS. In purchasing a futures contract, the buyer agrees
to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a
specified underlying instrument at a specified future date. The price
at which the purchase and sale will take place is fixed when the buyer
and seller enter into the contract. Some currently available futures
contracts are based on specific securities, such as U.S. Treasury
bonds or notes, and some are based on indices of securities prices,
such as the Standard & Poor's 500 Index (S&P 500). Futures can be held
until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The v alue of a futures contract tends to increase and decrease
in tandem with the value of its underlying instrument. Therefore,
purchasing futures contracts will tend to increase a fund's exposure
to positive and negative price fluctuations in the underlying
instrument, much as if it had purchased the underlying instrument
directly. When a fund sells a futures contract, by contrast, the value
of its futures position will tend to move in a direction contrary to
the market. Selling futures contracts, therefore, will tend to offset
both positive and negative market price changes, much as if the
underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument unless
the contract is held until the delivery date. However, both the
purchaser and seller are required to deposit "initial margin" with a
futures broker, known as a futures commission merchant (FCM), when the
contract is entered into. Initial margin deposits are typically equal
to a percentage of the contract's value. If the value of either
party's position declines, that party will be required to make
additional "variation margin" payments to settle the change in value
on a daily basis. The party that has a gain may be entitled to receive
all or a portion of this amount. Initial and variation margin payments
do not constitute purchasing securities on margin for purposes of a
fund's investment limitations. In the event of the bankruptcy of an
FCM that holds margin on behalf of a fund, the fund may be entitled to
re turn of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses
to the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has
filed a notice of eligibility for exclusion from the definition of the
term "commodity pool operator" with the Commodity Futures Trading
Commission (CFTC) and the National Futures Association, which regulate
trading in the futures markets. The funds intend to comply with Rule
4.5 under the Commodity Exchange Act, which limits the extent to which
the funds can commit assets to initial margin deposits and option
premiums.
In addition, each fund will not: (a) sell futures contracts, purchase
put options, or write call options if, as a result, more than 25% of
the fund's total assets would be hedged with futures and options under
normal conditions; (b) purchase futures contracts or write put options
if, as a result, the fund's total obligations upon settlement or
exercise of purchased futures contracts and written put options would
exceed 25% of its total assets under normal conditions; or (c)
purchase call options if, as a result, the current value of option
premiums for call options purchased by the fund would exceed 5% of the
fund's total assets. These limitations do not apply to options
attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the funds' investments in futures contracts
and options, and the funds' policies regarding futures contracts and
options discussed elsewhere in this SAI, may be changed as regulatory
agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or
futures contract at any particular time. Options may have relatively
low trading volume and liquidity if their strike prices are not close
to the underlying instrument's current price. In addition, exchanges
may establish daily price fluctuation limits for options and futures
contracts, and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days
when the price fluctuation limit is reached or a trading halt is
imposed, it may be impossible to enter into new positions or close out
existing positions. If the secondary market for a contract is not
liquid because of price fluctuation limits or otherwise, it could
prevent prompt liquidation of unfavorable positions, and potentially
could require a fund to continue to hold a position until delivery or
expiration regardless of changes in its value. As a result, a fund's
access to other assets held to cover its options or futures positions
could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except
that they are traded on exchanges (and have margin requirements) and
are standardized as to contract size and delivery date. Most currency
futures contracts call for payment or delivery in U.S. dollars. The
underlying instrument of a currency option may be a foreign currency,
which generally is purchased or delivered in exchange for U.S.
dollars, or may be a futures contract. The purchaser of a currency
call obtains the right to purchase the underlying currency, and the
purchaser of a currency put obtains the right to sell the underlying
currency.
The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as discussed
above. A fund may purchase and sell currency futures and may purchase
and write currency options to increase or decrease its exposure to
different foreign currencies. Currency options may also be purchased
or written in conjunction with each other or with currency futures or
forward contracts. Currency futures and options values can be expected
to correlate with exchange rates, but may not reflect other factors
that affect the value of a fund's investments. A currency hedge, for
example, should protect a Yen-denominated security from a decline in
the Yen, but will not protect a fund against a price decline resulting
from deterioration in the issuer's creditworthiness. Because the value
of a fund's foreign-denominated investments changes in response to
many factors other than exchange rates, it may not be possible to
match the amount of currency options and futures to the value of the
fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract
size, and strike price, the terms of over-the-counter (OTC) options
(options not traded on exchanges) generally are established through
negotiation with the other party to the option contract. While this
type of arrangement allows the purchaser or writer greater flexibility
to tailor an option to its needs, OTC options generally involve
greater credit risk than exchange-traded options, which are guaranteed
by the clearing organization of the exchanges where they are traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the
purchaser obtains the right (but not the obligation) to sell the
option's underlying instrument at a fixed strike price. In return for
this right, the purchaser pays the current market price for the option
(known as the option premium). Options have various types of
underlying instruments, including specific securities, indices of
securities prices, and futures contracts. The purchaser may terminate
its position in a put option by allowing it to expire or by exercising
the option. If the option is allowed to expire, the purchaser will
lose the entire premium. If the option is exercised, the purchaser
completes the sale of the underlying instrument at the strike price. A
purchaser may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary
market exists.
The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying
instrument's price does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss
(limited to the amount of the premium, plus related transaction
costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right
to purchase, rather than sell, the underlying instrument at the
option's strike price. A call buyer typically attempts to participate
in potential price increases of the underlying instrument with risk
limited to the cost of the option if security prices fall. At the same
time, the buyer can expect to suffer a loss if security prices do not
rise sufficiently to offset the cost of the option.
WRITING PUT AND CALL OPTIONS. The writer of a put or call option takes
the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the writer assumes the obligation
to pay the strike price for the option's underlying instrument if the
other party to the option chooses to exercise it. The writer may seek
to terminate a position in a put option before exercise by closing out
the option in the secondary market at its current price. If the
secondary market is not liquid for a put option, however, the writer
must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes. When writing an option on
a futures contract, a fund will be required to make margin payments to
an FCM as described above for futures contracts.
If security prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it
is likely that the writer will also profit, because it should be able
to close out the option at a lower price. If security prices fall, the
put writer would expect to suffer a loss. This loss should be less
than the loss from purchasing the underlying instrument directly,
however, because the premium received for writing the option should
mitigate the effects of the decline.
Writing a call option obligates the writer to sell or deliver the
option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options
are similar to those of writing put options, except that writing calls
generally is a profitable strategy if prices remain the same or fall.
Through receipt of the option premium, a call writer mitigates the
effects of a price decline. At the same time, because a call writer
must be prepared to deliver the underlying instrument in return for
the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.
ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. Under the supervision of the Board of Trustees,
FMR determines the liquidity of a fund's investments and, through
reports from FMR, the Board monitors investments in illiquid
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
market, and (4) the nature of the security and the market in which it
trades (including any demand, put or tender features, the mechanics
and other requirements for transfer, any letters of credit or other
credit enhancement features, any ratings, the number of holders, the
method of soliciting offers, the time required to dispose of the
security, and the ability to assign or offset the rights and
obligations of the security).
INDEXED SECURITIES are instruments whose prices are indexed to the
prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial
indicators. Indexed securities typically, but not always, are debt
securit ies or deposits whose value at maturity or coupon rate is
determined by reference to a specific instrument or statistic.
Mortgage-indexed securities, for example, could be structured to
replicate the performance of mortgage securities and the
characteristics of direct ownership.
Gold-indexed securities typically provide for a maturity value that
depends on the price of gold, resulting in a security whose price
tends to rise and fall together with gold prices. Currency-indexed
securities typically are short-term to intermediate-term debt
securities whose maturity values or interest rates are determined by
reference to the values of one or more specified foreign currencies,
and may offer higher yields than U.S. dollar-denominated securities.
Currency-indexed securities may be positively or negatively indexed;
that is, their maturity value may increase when the specified currency
value increases, resulting in a security that performs similarly to a
foreign-denominated instrument, or their maturity value may decline
when foreign currencies increase, resulting in a security whose price
characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the
values of a number of different foreign currencies relative to each
other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which
they are indexed, and may also be influenced by interest rate changes
in the United States and abroad. Indexed securities may be more
volatile than the underlying instruments. Indexed securities are also
subject to the credit risks associated with the issuer of the
security, and their values may decline substantially if the issuer's
creditworthiness deteriorates. Recent issuers of indexed securities
have included banks, corporations, and certain U.S. Government
agencies.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and borrow money
from, other funds advised by FMR or its affiliates. A fund will lend
through the program only when the returns are higher than those
available from an investment in repurchase agreements, and will borrow
through the program only when the costs are equal to or lower than the
cost of bank loans. Interfund loans and borrowings normally extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. A fund may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.
INVESTMENT-GRADE DEBT SECURITIES. Investment-grade debt securities are
medium and high-quality securities. Some may possess speculative
characteristics and may be more sensitive to economic changes and to
changes in the financial conditions of issuers. A debt security is
considered to be investment-grade if it is rated investment-grade by
Moody's Investors Service, Standard & Poor's, Duff & Phelps Credit
Rating Co., or Fitch IBCA Inc., or is unrated but considered to be of
equivalent quality by FMR.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or
other receivables), or to other parties. Direct debt instruments
involve a risk of loss in case of default or insolvency of the
borrower and may offer less legal protection to the purchaser in the
event of fraud or misrepresentation, or there may be a requirement
that a fund supply additional cash to a borrower on demand.
Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of
interest and repayment of principal. If scheduled interest or
principal payments are not made, the value of the instrument may be
adversely affected. Loans that are fully secured provide more
protections than an unsecured loan in the event of failure to make
scheduled interest or principal payments. However, there is no
assurance that the liquidation of collateral from a secured loan would
satisfy the borrower's obligation, or that the collateral could be
liquidated. Indebtedness of borrowers whose creditworthiness is poor
involves substantially greater risks and may be highly speculative.
Borrowers that are in bankruptcy or restructuring may never pay off
their indebtedness, or may pay only a small fraction of the amount
owed. Direct indebtedness of developing countries also involves a risk
that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal
when due.
Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve additional
risks. For example, if a loan is foreclosed, the purchaser could
become part owner of any collateral, and would bear the costs and
liabilities associated with owning and disposing of the collateral. In
addition, it is conceivable that under emerging legal theories of
lender liability, a purchaser could be held liable as a co-lender.
Direct debt instruments may also involve a risk of insolvency of the
lending bank or other intermediary.
A loan is often administered by a bank or other financial institution
that acts as agent for all holders. The agent administers the terms of
the loan, as specified in the loan agreement. Unless, under the terms
of the loan or other indebtedness, the purchaser has direct recourse
against the borrower, the purchaser may have to rely on the agent to
apply appropriate credit remedies against a borrower. If assets held
by the agent for the benefit of a purchaser were determined to be
subject to the claims of the agent's general creditors, the purchaser
might incur certain costs and delays in realizing payment on the loan
or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness may include letters of credit, revolving credit
facilities, or other standby financing commitments that obligate
purchasers to make additional cash payments on demand. These
commitments may have the effect of requiring a purchaser to increase
its investment in a borrower at a time when it would not otherwise
have done so, even if the borrower's condition makes it unlikely that
the amount will ever be repaid.
Each fund limits the amount of total assets that it will invest in any
one issuer or in issuers within the same industry (see each fund's
investment limitations). For purposes of these limitations, a fund
generally will treat the borrower as the "issuer" of indebtedness held
by the fund. In the case of loan participations where a bank or other
lending institution serves as financial intermediary between a fund
and the borrower, if the participation does not shift to the fund the
direct debtor-creditor relationship with the borrower, SEC
interpretations require a fund, in appropriate circumstances, to treat
both the lending bank or other lending institution and the borrower as
"issuers" for these purposes. Treating a financial intermediary as an
issuer of indebtedness may restrict a fund's ability to invest in
indebtedness related to a single financial intermediary, or a group of
intermediaries engaged in the same industry, even if the underlying
borrowers represent many different companies and industries.
LOWER-QUALITY DEBT SECURITIES. Lower-quality debt securities have poor
protection with respect to the payment of interest and repayment of
principal, or may be in default. These securities are often considered
to be speculative and involve greater risk of loss or price changes
due to changes in the issuer's capacity to pay. The market prices of
lower-quality debt securities may fluctuate more than those of
higher-quality debt securities and may decline significantly in
periods of general economic difficulty, which may follow periods of
rising interest rates.
The market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which can
adversely affect the prices at which the former are sold. Adverse
publicity and changing investor perceptions may affect the liquidity
of lower-quality debt securities and the ability of outside pricing
services to value lower-quality debt securities.
Because the risk of default is higher for lower-quality debt
securities, FMR's research and credit analysis are an especially
important part of managing securities of this type. FMR will attempt
to identify those issuers of high-yielding securities whose financial
condition is adequate to meet future obligations, has improved, or is
expected to improve in the future. FMR's analysis focuses on relative
values based on such factors as interest or dividend coverage, asset
coverage, earnings prospects, and the experience and managerial
strength of the issuer.
A fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security
holder to seek to protect the interests of security holders if it
determines this to be in the best interest of the fund's shareholders.
MORTGAGE SECURITIES are issued by government and non-government
entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage
or pool of mortgages or a direct interest in an underlying pool of
mortgages. Some mortgage securities, such as collateralized mortgage
obligations (or "CMOs"), make payments of both principal and interest
at a range of specified intervals; others make semiannual interest
payments at a predetermined rate and repay principal at maturity (like
a typical bond). Mortgage securities are based on different types of
mortgages, including those on commercial real estate or residential
properties. Stripped mortgage securities are created when the interest
and principal components of a mortgage security are separated and sold
as individual securities. In the case of a stripped mortgage security,
the holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage, while the holder
of the "interest-only" security (IO) receives interest payments from
the same underlying mortgage.
Fannie Maes and Freddie Macs are pass-through securities issued by
Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie Mac,
which guarantee payment of interest and repayment of principal on
Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as
governmental instrumentalities under authority granted by Congress.
Fannie Mae is authorized to borrow from the U.S. Treasury to meet its
obligations. Fannie Maes and Freddie Macs are not backed by the full
faith and credit of the U.S. Government.
The value of mortgage securities may change due to shifts in the
market's perception of issuers and changes in interest rates. In
addition, regulatory or tax changes may adversely affect the mortgage
securities market as a whole. Non-government mortgage securities may
offer higher yields than those issued by government entities, but also
may be subject to greater price changes than government issues.
Mortgage securities are subject to prepayment risk, which is the risk
that early principal payments made on the underlying mortgages,
usually in response to a reduction in interest rates, will result in
the return of principal to the investor, causing it to be invested
subsequently at a lower current interest rate. Alternatively, in a
rising interest rate environment, mortgage security values may be
adversely affected when prepayments on underlying mortgages do not
occur as anticipated, resulting in the extension of the security's
effective maturity and the related increase in interest rate
sensitivity of a longer-term instrument. The prices of stripped
mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.
To earn additional income for a fund, FMR may use a trading
strategy that involves selling mortgage securities and simultaneously
agreeing to purchase similar securities on a later date at a set
price. This trading strategy may result in an increased portfolio
turnover rate which increases costs and may increase taxable gains.
PRECIOUS METALS. Precious metals, such as gold, silver,
platinum and palladium, at times have been subject to substantial
price fluctuations over short periods of time and may be affected by
unpredictable monetary and political policies such as currency
devaluations or revaluations, economic and social conditions within a
country, trade imbalances, or trade or currency restrictions between
countries. The prices of gold and other precious metals, however, are
less subject to local and company-specific factors than securities of
individual companies. As a result, precious metals may be more or less
volatile in price than securities of companies engaged in precious
metals-related businesses. Investments in precious metals can present
concerns such as delivery, storage and maintenance, possible
illiquidity , and the unavailability of accurate market valuations.
Although precious metals can be purchased in any form, including
bullion and coins, FMR intends to purchase only those forms of
precious metals that are readily marketable and that can be stored in
accordance with custody regulations applicable to mutual funds. A fund
may incur higher custody and transaction costs for precious metals
than for securities. Also, precious metals investments do not pay
income.
For a fund to qualify as a regulated investment company under
current federal tax law, gains from selling precious metals may not
exceed 10% of the fund's gross income for its taxable year. This tax
requirement could cause a fund to hold or sell precious metals or
securities when it would not otherwise do so.
PREFERRED STOCK represents an equity or ownership interest in an
issuer that pays dividends at a specified rate and that has precedence
over common stock in the payment of dividends. In the event an issuer
is liquidated or declares bankruptcy, the claims of owners of bonds
take precedence over the claims of those who own preferred and common
stock.
REAL ESTATE INVESTMENT TRUSTS. Equity real estate investment trusts
own real estate properties, while mortgage real estate investment
trusts make construction, development, and long-term mortgage loans.
Their value may be affected by changes in the value of the underlying
property of the trusts, the creditworthiness of the issuer, property
taxes, interest rates, and tax and regulatory requirements, such as
those relating to the environment. Both types of trusts are dependent
upon management skill, are not diversified, and are subject to heavy
cash flow dependency, defaults by borrowers, self-liquidation, and the
possibility of failing to qualify for tax-free status of income under
the Internal Revenue Code and failing to maintain exemption from the
1940 Act.
REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate
or maturity of the purchased security. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The funds will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR.
RESTRICTED SECURITIES are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to
a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration
under the Securities Act of 1933, or in a registered public offering.
Where registration is required, the holder of a registered security
may be obligated to pay all or part of the registration expense and a
considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under
an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less
favorable price than prevailed when it decided to seek registration of
the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of fund assets and may be
viewed as a form of leverage.
SECURITIES OF OTHER INVESTMENT COMPANIES, including shares of
closed-end investment companies, unit investment trusts, and open-end
investment companies, represent interests in professionally managed
portfolios that may invest in any type of instrument. Investing in
other investment companies involves substantially the same risks as
investing directly in the underlying instruments, but may involve
additional expenses at the investment company-level, such as portfolio
management fees and operating expenses. Certain types of investment
companies, such as closed-end investment companies, issue a fixed
number of shares that trade on a stock exchange or over-the-counter at
a premium or a discount to their net asset value. Others are
continuously offered at net asset value, but may also be traded in the
secondary market.
The extent to which a fund can invest in securities of other
investment companies is limited by federal securities laws.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or other institutions, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the
value of the securities loaned. The fund maintains the ability to
obtain the right to vote or consent on proxy proposals involving
material events affecting securities loaned. If the borrower defaults
on its obligation to return the securities loaned because of
insolvency or other reasons, a fund could experience delays and costs
in recovering the securities loaned or in gaining access to the
collateral. These delays and costs could be greater for foreign
securities. If a fund is not able to recover the securities loaned, a
fund may sell the collateral and purchase a replacement investment in
the market. The value of the collateral could decrease below the value
of the replacement investment by the time the replacement investment
is purchased. Loans will be made only to parties deemed by FMR to be
in good standing and when, in FMR's judgment, the income earned would
justify the risks.
Cash received as collat eral through loan transactions may be
invested in other eligible securities. Investing this cash subjects
that investment, as well as the securities loaned, to market
appreciation or depreciation.
SHORT SALES "AGAINST THE BOX" are short sales of securities that a
fund owns or has the right to obtain (equivalent in kind or amount to
the securities sold short). If a fund enters into a short sale against
the box, it will be required to set aside securities equivalent in
kind and amount to the securities sold short (or securities
convertible or exchangeable into such securities) and will be required
to hold such securities while the short sale is outstanding. The fund
will incur transaction costs, including interest expenses, in
connection with opening, maintaining, and closing short sales against
the box.
SHORT SALES. Stocks underlying a fund's convertible security holdings
can be sold short. For example, if FMR anticipates a decline in the
price of the stock underlying a convertible security held by a fund,
it may sell the stock short. If the stock price subsequently declines,
the proceeds of the short sale could be expected to offset all or a
portion of the effect of the stock's decline on the value of the
convertible security. Each fund currently intends to hedge no more
than 15% of its total assets with short sales on equity securities
underlying its convertible security holdings under normal
circumstances.
A fund will be required to set aside securities equivalent in kind and
amount to those sold short (or securities convertible or exchangeable
into such securities) and will be required to hold them aside while
the short sale is outstanding. A fund will incur transaction costs,
including interest expenses, in connection with opening, maintaining,
and closing short sales.
STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other debt securities, although stripped
securities may be more volatile, and the value of certain types of
stripped securities may move in the same direction as interest rates.
U.S. Treasury securities that have been stripped by a Federal Reserve
Bank are obligations issued by the U.S. Treasury.
SWAP AGREEMENTS can be individually negotiated and
struct ured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease a fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values, mortgage securities, corporate borrowing rates, or
other factors such as security prices or inflation rates. Swap
agreements can take many different forms and are known by a variety of
names.
In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a
fee by the other party. For example, the buyer of an interest rate cap
obtains the right to receive payments to the extent that a specified
interest rate exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the extent that a
specified interest rate falls below an agreed-upon level. An interest
rate collar combines elements of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from
one type of investment to another. For example, if the fund agreed to
exchange payments in dollars for payments in foreign currency, the
swap agreement would tend to decrease the fund's exposure to U.S.
interest rates and increase its exposure to foreign currency and
interest rates. Caps and floors have an effect similar to buying or
writing options. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of a fund's investments
and its share price and yield.
The most significant factor in the performance of swap agreements is
the change in the specific interest rate, currency, or other factors
that determine the amounts of payments due to and from a fund. If a
swap agreement calls for payments by the fund, the fund must be
prepared to make such payments when due. In addition, if the
counterparty's creditworthiness declined, the value of a swap
agreement would be likely to decline, potentially resulting in losses.
A fund may be able to eliminate its exposure under a swap agreement
either by assignment or other disposition, or by entering into an
offsetting swap agreement with the same party or a similarly
creditworthy party.
TEMPORARY DEFENSIVE POLICIES. Each fund reserves the right to
invest without limitation in preferred stocks and investment-grade
debt instruments for temporary, defensive purposes.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate. Some
variable or floating rate securities are structured with put features
that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial
intermediaries.
WARRANTS. Warrants are instruments which entitle the holder to buy an
equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a
warrant may be more volatile than the price of its underlying
security, and a warrant may offer greater potential for capital
appreciation as well as capital loss.
Warrants do not entitle a holder to dividends or voting rights with
respect to the underlying security and do not represent any rights in
the assets of the issuing company. A warrant ceases to have value if
it is not exercised prior to its expiration date. These factors can
make warrants more speculative than other types of investments.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS involve a
commitment to purchase or sell specific securities at a predetermined
price or yield in which payment and delivery take place after the
customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.
When purchasing securities pursuant to one of these transactions, the
purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, the fund does not
participate in further gains or losses with respect to the security.
If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a fund could miss a favorable price or
yield opportunity or suffer a loss.
A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.
ZERO COUPON BONDS do not make interest payments; instead, they are
sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be more volatile than other types of
fixed-income securities when interest rates change. In calculating a
fund's dividend, a portion of the difference between a zero coupon
bond's purchase price and its face value is considered income.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed
on behalf of each fund by FMR pursuant to authority contained in the
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and investment
accounts for which it or its affiliates act as investment adviser. In
selecting broker-dealers, subject to applicable limitations of the
federal securities laws, FMR considers various relevant factors,
including, but not limited to: the size and type of the transaction;
the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability,
and financial condition of the broker-dealer firm; the broker-dealer's
execution services rendered on a continuing basis; the reasonableness
of any commissions; and, if applicable, arrangements for payment of
fund expenses.
If FMR grants investment management authority to a sub-adviser (see
the section entitled "Management Contracts"), that sub-adviser is
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described
above.
Generally, commissions for investments traded on foreign exchanges
will be higher than for investments traded on U.S. exchanges and may
not be subject to negotiation.
Each fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other
investment accounts over which FMR or its affiliates exercise
investment discretion. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing, or
selling securities; and the availability of securities or the
purchasers or sellers of securities. In addition, such broker-dealers
may furnish analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and
performance of investment accounts; and effect securities transactions
and perform functions incidental thereto (such as clearance and
settlement).
The selection of such broker-dealers for transactions in equity
securities is generally made by FMR (to the extent possible consistent
with execution considerations) in accordance with a ranking of
broker-dealers determined periodically by FMR's investment staff based
upon the quality of research and execution services provided.
For transactions in fixed-income securities, FMR's selection of
broker-dealers is generally based on the availability of a security
and its price and, to a lesser extent, on the overall quality of
execution and other services, including research, provided by the
broker-dealer.
The receipt of research from broker-dealers that execute transactions
on behalf of a fund may be useful to FMR in rendering investment
management services to that fund or its other clients, and conversely,
such research provided by broker-dealers who have executed transaction
orders on behalf of other FMR clients may be useful to FMR in carrying
out its obligations to a fund. The receipt of such research has not
reduced FMR's normal independent research activities; however, it
enables FMR to avoid the additional expenses that could be incurred if
FMR tried to develop comparable information through its own efforts.
Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.
Subject to applicable limitations of the federal securities laws, a
fund may pay a broker-dealer commissions for agency transactions that
are in excess of the amount of commissions charged by other
broker-dealers in recognition of their research and execution
services. In order to cause a fund to pay such higher commissions, FMR
must determine in good faith that such commissions are reasonable in
relation to the value of the brokerage and research services provided
by such executing broker-dealers, viewed in terms of a particular
transaction or FMR's overall responsibilities to that fund or its
other clients. In reaching this determination, FMR will not attempt to
place a specific dollar value on the brokerage and research services
provided, or to determine what portion of the compensation should be
related to those services.
To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use the research services of brokerage and
other firms that have provided such assistance. FMR may use research
services provided by and place agency transactions with National
Financial Services Corporation (NFSC) and Fidelity Brokerage Services
Japan LLC (FBSJ), indirect subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services. Prior to December 9, 1997, FMR used research services
provided by and placed agency transactions with Fidelity Brokerage
Services (FBS), an indirect subsidiary of FMR Corp.
FMR may allocate brokerage transactions to broker-dealers (including
affiliates of FMR) who have entered into arrangements with FMR under
which the broker-dealer allocates a portion of the commissions paid by
a fund toward the reduction of that fund's expenses. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for investment accounts which they or their affiliates manage, unless
certain requirements are satisfied. Pursuant to such requirements, the
Board of Trustees has authorized NFSC to execute portfolio
transactions on national securities exchanges in accordance with
approved procedures and applicable SEC rules.
The Trustees of each fund periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio
transactions on behalf of the fund and review the commissions paid by
the fund over representative periods of time to determine if they are
reasonable in relation to the benefits to the fund.
For the fiscal periods ended 199 9 and 1998, the portfolio
turnover rates for each fund are presented in the table below.
[Variations in turnover rate may be due to fluctuating volume of
shareholder purchase and redemption orders, market conditions, or
changes in FMR's investment outlook.]
Fiscal Period Ended Portfolio Turnover Rate
Advisor TechnoQuant Growth
1999 November 30 %
1998 November 30 358%
Advisor Small Cap
1999 November 30 %
1998** November 30 204%*
Advisor Value Strategies
1999 November 30 %
1998 November 30 64%
Advisor Mid Cap
1999 November 30 %
1998 November 30 139%
Advisor Retirement Growth
1999*** November 30 %*
Advisor Equity Growth
1999 November 30 %
1998 November 30 122%
Advisor Large Cap
1999 November 30 %
1998 November 30 141%
Advisor Dividend Growth
1999*** November 30 %*
Advisor Growth Opportunities
1999 November 30 %
1998 November 30 25%
Advisor Growth & Income
1999 November 30 %
1998 November 30 54%
Advisor Equity Income
1999 November 30 %
1998 November 30 59%
Advisor Asset Allocation
1999*** November 30 %*
Advisor Balanced
1999 November 30 %
11/1/98-11/30/98 November 30 73%*
1998 October 31 85%
* Annualized
** Advisor Small Cap commenced operations on September 9, 1998.
*** Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
The following tables show the brokerage commissions paid by the
funds. Significant changes in brokerage commissions paid by a fund
from year to year may result from changing asset levels throughout the
year. A fund may pay both commissions and spreads in connection with
the placement of portfolio transactions.
The following table shows the total amount of brokerage commissions
paid by each fund.
Fiscal Year Ended Total Amount Paid
ADVISOR TECHNOQUANT GROWTH November 30
1999
1998 182,370
1997* 91,653
ADVISOR SMALL CAP November 30
1999
1998** 138,697
ADVISOR VALUE STRATEGIES
1999 November 30
1998 November 30 1,034,523
1/1/97-11/30/97 November 30 698,872
[1996 December 31 1,107,012]
ADVISOR MID CAP November 30
1999
1998 991,840
1997 1,076,816
ADVISOR RETIREMENT GROWTH November 30
1999***
ADVISOR EQUITY GROWTH November 30
1999
1998 8,620,703
1997 6,180,477
ADVISOR LARGE CAP November 30
1999
1998 168,767
1997 93,523
ADVISOR DIVIDEND GROWTH November 30
1999***
ADVISOR GROWTH OPPORTUNITIES
1999 November 30
1998 November 30 9,916,182
11/1/97-11/30/97 November 30 746,177
1997 October 31 9,799,619
ADVISOR GROWTH & INCOME November 30
1999
1998 514,761
1997* 214,663
ADVISOR EQUITY INCOME November 30
1999
1998 4,136,880
1997 2,827,048
ADVISOR ASSET ALLOCATION November 30
1999***
ADVISOR BALANCED
1999 November 30
11/1/98-11/30/98 November 30 74,797
1998 October 31 2,240,258
1997 October 31 1,691,341
* Advisor TechnoQuant Growth and Advisor Growth & Income commenced
operations on December 31, 1996.
** Advisor Small Cap commenced operations on September 9, 1998.
*** Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
Of the following tables, the first shows the total amount of brokerage
commissions paid by each fund to NFSC and FBS, as applicable, for the
past three fiscal years. The second table shows the approximate
percentage of aggregate brokerage commissions paid by a fund to NFSC
and FBS for transactions involving the approximate percentage of the
aggregate dollar amount of transactions for which the fund paid
brokerage commissions for the fiscal year ended 1999. NFSC and
FBS are paid on a commission basis.
Total Amount Paid
Fiscal Year Ended To NFSC To FBS
ADVISOR TECHNOQUANT GROWTH November 30
1999 $ $
1998 22,210 0
1997* 14,045 0
ADVISOR SMALL CAP November 30
1999
1998** 41,249 0
ADVISOR VALUE STRATEGIES
1999 November 30
1998 November 30 189,248 0
1/1/97-11/30/97 November 30 170,790 0
[1996 December 31 257,886 0]
ADVISOR MID CAP November 30
1999
1998 121,140 0
1997 184,530 0
ADVISOR RETIREMENT GROWTH November 30
1999***
ADVISOR EQUITY GROWTH November 30
1999
1998 1,418,505 0
1997 1,553,180 17,274
ADVISOR LARGE CAP November 30
1999
1998 26,726 0
1997 10,202 0
ADVISOR DIVIDEND GROWTH November 30
1999***
ADVISOR GROWTH OPPORTUNITIES
1999 November 30
1998 November 30 1,566,109 6,677
11/1/97-11/30/97 November 30 126,243 45,100
1997 October 31 1,199,152 192,356
ADVISOR GROWTH & INCOME November 30
1999
1998 73,735 0
1997* 26,529 69
ADVISOR EQUITY INCOME November 30
1999
1998 657,073 0
1997 473,418 0
ADVISOR ASSET ALLOCATION November 30
1999***
ADVISOR BALANCED
1999 November 30
11/1/98-11/30/98 November 30 6,833 0
1998 October 31 333,642 0
1997 October 31 251,104 7,686
* Advisor TechnoQuant Growth and Advisor Growth & Income commenced
operations on December 31, 1996.
** Advisor Small Cap commenced operations on September 9, 1998.
*** Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fiscal Year Ended 1999 % of Aggregate Commissions % of Aggregate Dollar Amount
Paid to NFSC of Transactions Effected
through NFSC
ADVISOR TECHNOQUANT November 30 % %
GROWTH[(dagger)]
ADVISOR SMALL CAP[(dagger)] November 30 % %
VALUE STRATEGIES[(dagger)] November 30 % %
ADVISOR MID CAP[(dagger)] November 30 % %
ADVISOR RETIREMENT November 30 % %
GROWTH*[(dagger)]
ADVISOR EQUITY GROWTH[(dagger)] November 30 % %
ADVISOR LARGE CAP[(dagger)] November 30 % %
ADVISOR DIVIDEND November 30 % %
GROWTH*[(dagger)]
ADVISOR GROWTH November 30 % %
OPPORTUNITIES[(dagger)]
ADVISOR GROWTH & November 30 % %
INCOME[(dagger)]
ADVISOR EQUITY INCOME[(dagger)] November 30 % %
ADVISOR ASSET November 30 % %
ALLOCATION*[(dagger)]
ADVISOR BALANCED[(dagger)] November 30 % %
</TABLE>
<TABLE>
<CAPTION>
% of Aggregate Commissions % of Aggregate Dollar Amount
Paid to FBS of Transactions Effected
through FBS
<S> <C> <C>
ADVISOR TECHNOQUANT % %
GROWTH[(dagger)]
ADVISOR SMALL CAP[(dagger)] % %
VALUE STRATEGIES[(dagger)] % %
ADVISOR MID CAP[(dagger)] % %
ADVISOR RETIREMENT % %
GROWTH*[(dagger)]
ADVISOR EQUITY GROWTH[(dagger)] % %
ADVISOR LARGE CAP[(dagger)] % %
ADVISOR DIVIDEND % %
GROWTH*[(dagger)]
ADVISOR GROWTH % %
OPPORTUNITIES[(dagger)]
ADVISOR GROWTH & % %
INCOME[(dagger)]
ADVISOR EQUITY INCOME[(dagger)] % %
ADVISOR ASSET % %
ALLOCATION*[(dagger)]
ADVISOR BALANCED[(dagger)] % %
</TABLE>
* Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
[(dagger) The difference between the percentage of aggregate
brokerage commissions paid to, and the percentage of the aggregate
dollar amount of transactions effected through, [NFSC] [and] [FBS] is
a result of the low commission rates charged by [NFSC] [and]
[FBS].]
[[NFSC] [and] [FBS] [has/have] used a portion of the commissions
paid by a fund to reduce that fund's custodian or transfer agent
fees.]
The following table shows the dollar amount of brokerage
commissions paid to firms that provided research services and the
approximate dollar amount of the transactions involved for the fiscal
year ended 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fiscal Year Ended 1999 $ Amount of Commissions Paid $ Amount of Brokerage
to Firms that Provided Transactions Involved*
Research Services*
ADVISOR TECHNOQUANT GROWTH November 30 $ $
ADVISOR SMALL CAP November 30
ADVISOR VALUE STRATEGIES November 30
ADVISOR MID CAP November 30
ADVISOR RETIREMENT GROWTH** November 30
ADVISOR EQUITY GROWTH November 30
ADVISOR LARGE CAP November 30
ADVISOR DIVIDEND GROWTH** November 30
ADVISOR GROWTH OPPORTUNITIES November 30
ADVISOR GROWTH & INCOME November 30
ADVISOR EQUITY INCOME November 30
ADVISOR ASSET ALLOCATION** November 30
ADVISOR BALANCED November 30
</TABLE>
* The provision of research services was not necessarily a factor
in the placement of all this business with such firms.
** Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
[For the fiscal year ended November 30, 1999, ____________ paid no
brokerage commissions to firms that provided research services.]
The Trustees of each fund have approved procedures in conformity with
Rule 10f-3 under the 1940 Act whereby a fund may purchase securities
that are offered in underwritings in which an affiliate of FMR
participates. These procedures prohibit the funds from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the funds could purchase in the underwriting.
From time to time the Trustees will review whether the recapture for
the benefit of the funds of some portion of the brokerage commissions
or similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at
present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are
available and are legally permissible and, if so, to determine in the
exercise of their business judgment whether it would be advisable for
each fund to seek such recapture.
Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR or its affiliates,
investment decisions for each fund are made independently from those
of other funds managed by FMR or investment accounts managed by FMR
affiliates. It sometimes happens that the same security is held in the
portfolio of more than one of these funds or investment accounts.
Simultaneous transactions are inevitable when several funds and
investment accounts are managed by the same investment adviser,
particularly when the same security is suitable for the investment
objective of more than one fund or investment account.
When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to
participate in volume transactions will produce better executions and
prices for the funds. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to each fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
VALUATION
Each class's net asset value per share (NAV) is the value of a single
share. The NAV of each class is computed by adding the class's pro
rata share of the value of the applicable fund's investments, cash,
and other assets, subtracting the class's pro rata share of the
applicable fund's liabilities, subtracting the liabilities allocated
to the class, and dividing the result by the number of shares of that
class that are outstanding.
Portfolio securities are valued by various methods depending on the
primary market or exchange on which they trade. Most equity securities
for which the primary market is the United States are valued at last
sale price or, if no sale has occurred, at the closing bid price. Most
equity securities for which the primary market is outside the United
States are valued using the official closing price or the last sale
price in the principal market in which they are traded. If the last
sale price (on the local exchange) is unavailable, the last evaluated
quote or closing bid price normally is used. Securities of other
open-end investment companies are valued at their respective NAVs.
Fixed-income securities and other assets for which market quotations
are readily available may be valued at market values determined by
such securities' most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which they normally
are traded, as furnished by recognized dealers in such securities or
assets. Or, fixed-income securities and convertible securities may be
valued on the basis of information furnished by a pricing service that
uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. Use of pricing
services has been approved by the Board of Trustees. A number of
pricing services are available, and the funds may use various pricing
services or discontinue the use of any pricing service.
Futures contracts and options are valued on the basis of market
quotations, if available.
Independent brokers or quotation services provide prices of foreign
securities in their local currency. FSC gathers all exchange rates
daily at the close of the NYSE using the last quoted price on the
local currency and then translates the value of foreign securities
from their local currencies into U.S. dollars. Any changes in the
value of forward contracts due to exchange rate fluctuations and days
to maturity are included in the calculation of NAV. If an event that
is expected to materially affect the value of a portfolio security
occurs after the close of an exchange or market on which that security
is traded, then that security will be valued in good faith by a
committee appointed by the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which market quotations and information furnished by a pricing
service are not readily available are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value.
The procedures set forth above need not be used to determine the value
of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more
accurately reflect the fair value of such securities. For example,
securities and other assets for which there is no readily available
market value may be valued in good faith by a committee appointed by
the Board of Trustees. In making a good faith determination of the
value of a security, the committee may review price movements in
futures contracts and ADRs, market and trading trends, the bid/ask
quotes of brokers and off-exchange institutional trading.
PERFORMANCE
A class may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is
not intended to indicate future returns. Each class's share price,
yield, if applicable, and return fluctuate in response to market
conditions and other factors, and the value of fund shares when
redeemed may be more or less than their original cost.
YIELD CALCULATIONS. Yields for a class are computed by dividing a
class's pro rata share of the fund's interest and dividend income for
a given 30-day or one-month period, net of expenses, by the average
number of shares of that class entitled to receive distributions
during the period, dividing this figure by the class's NAV or offering
price, as applicable, at the end of the period, and annualizing the
result (assuming compounding of income) in order to arrive at an
annual percentage rate. Income is calculated for purposes of yield
quotations in accordance with standardized methods applicable to all
stock and bond funds. Dividends from equity investments are treated as
if they were accrued on a daily basis, solely for the purposes of
yield calculations. In general, interest income is reduced with
respect to bonds trading at a premium over their par value by
subtracting a portion of the premium from income on a daily basis, and
is increased with respect to bonds trading at a discount by adding a
portion of the discount to daily income. For a fund's investments
denominated in foreign currencies, income and expenses are calculated
first in their respective currencies, and then are converted to U.S.
dollars, either when they are actually converted or at the end of the
30-day or one month period, whichever is earlier. Capital gains and
losses generally are excluded from the calculation as are gains and
losses from currency exchange rate fluctuations.
Income calculated for the purposes of calculating a class's yield
differs from income as determined for other accounting purposes.
Because of the different accounting methods used, and because of the
compounding of income assumed in yield calculations, a class's
yield may not equal its distribution rate, the income paid to your
account, or the income reported in the fund's financial
statements.
Yield information may be useful in reviewing a class's
performance and in providing a basis for comparison with other
investment alternatives. However, a class's yield fluctuates, unlike
investments that pay a fixed interest rate over a stated period of
time. When comparing investment alternatives, investors should also
note the quality and maturity of the portfolio securities of
respective investment companies they have chosen to consider.
Investors should recognize that in periods of declining interest rates
a class's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a class's yield will
tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to a fund from the continuous sale of its
shares will likely be invested in instruments producing lower yields
than the balance of the fund's holdings, thereby reducing a class's
current yield. In periods of rising interest rates, the opposite can
be expected to occur.
RETURN CALCULATIONS. Returns quoted in advertising reflect all aspects
of a class's return, including the effect of reinvesting dividends and
capital gain distributions, and any change in a class's NAV over a
stated period. A class's return may be calculated by using the
performance data of a previously existing class prior to the date that
the new class commenced operations, adjusted to reflect differences in
sales charges but not 12b-1 fees. A cumulative return reflects actual
performance over a stated period of time. Average annual returns are
calculated by determining the growth or decline in value of a
hypothetical historical investment in a class over a stated period,
and then calculating the annually compounded percentage rate that
would have produced the same result if the rate of growth or decline
in value had been constant over the period. For example, a cumulative
return of 100% over ten years would produce an average annual return
of 7.18%, which is the steady annual rate of return that would equal
100% growth on a compounded basis in ten years. Average annual returns
covering periods of less than one year are calculated by determining a
class's return for the period, extending that return for a full year
(assuming that return remains constant over the year), and quoting the
result as an annual return. While average annual returns are a
convenient means of comparing investment alternatives, investors
should realize that a class's performance is not constant over time,
but changes from year to year, and that average annual returns
represent averaged figures as opposed to the actual year-to-year
performance of a class.
In addition to average annual returns, a class may quote unaveraged or
cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a
series of redemptions, over any time period. Returns may be broken
down into their components of income and capital (including capital
gains and changes in share price) in order to illustrate the
relationship of these factors and their contributions to return.
Returns may be quoted on a before-tax or after-tax basis. Returns may
or may not include the effect of a class's maximum sales charge.
Excluding a class's sales charge from a return calculation produces a
higher return figure. Returns, yields, if applicable, and other
performance information may be quoted numerically or in a table,
graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using a class's NAVs, adjusted
NAVs, and benchmark indexes may be used to exhibit performance. An
adjusted NAV includes any distributions paid by a fund and reflects
all elements of a class's return. Unless otherwise indicated, a
class's adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. A fund may illustrate performance using moving
averages. A long-term moving average is the average of each week's
adjusted closing NAV for a specified period. A short-term moving
average is the average of each day's adjusted closing NAV for a
specified period. Moving Average Activity Indicators combine adjusted
closing NAVs from the last business day of each week with moving
averages for a specified period to produce indicators showing when an
NAV has crossed, stayed above, or stayed below its moving average. The
13-week and 39-week long-term moving averages for each class of each
fund are shown in the table below.
<TABLE>
<CAPTION>
<S> <C> <C>
13-WEEK LONG-TERM MOVING 39-WEEK LONG-TERM MOVING
AVERAGE* AVERAGE*
Advisor TechnoQuant Growth -
Class A
Advisor TechnoQuant Growth -
Class T
Advisor TechnoQuant Growth -
Class B
Advisor TechnoQuant Growth -
Class C
Advisor TechnoQuant Growth -
Institutional Class
Advisor Small Cap - Class A
Advisor Small Cap - Class T
Advisor Small Cap - Class B
Advisor Small Cap - Class C
Advisor Small Cap -
Institutional Class
Advisor Value Strategies -
Class A
Advisor Value Strategies -
Class T
Advisor Value Strategies -
Class B
Advisor Value Strategies -
Institutional Class
Advisor Value Strategies -
Initial Class
Advisor Mid Cap - Class A
Advisor Mid Cap - Class T
Advisor Mid Cap - Class B
Advisor Mid Cap - Class C
Advisor Mid Cap - Institutional
Advisor Retirement Growth -
Class A
Advisor Retirement Growth -
Class T
Advisor Retirement Growth -
Class B
Advisor Retirement Growth -
Class C
Advisor Retirement Growth -
Institutional Class
Advisor Equity Growth - Class A
Advisor Equity Growth - Class T
Advisor Equity Growth - Class B
Advisor Equity Growth - Class C
Advisor Equity Growth -
Institutional Class
Advisor Large Cap - Class A
Advisor Large Cap - Class T
Advisor Large Cap - Class B
Advisor Large Cap - Class C
Advisor Large Cap -
Institutional Class
Advisor Dividend Growth -
Class A
Advisor Dividend Growth -
Class T
Advisor Dividend Growth -
Class B
Advisor Dividend Growth -
Class C
Advisor Dividend Growth -
Institutional Class
Advisor Growth Opportunities
- - Class A
Advisor Growth Opportunities
- - Class T
Advisor Growth Opportunities
- - Class B
Advisor Growth Opportunities
- - Class C
Advisor Growth Opportunities
- - Institutional Class
Advisor Growth & Income -
Class A
Advisor Growth & Income -
Class T
Advisor Growth & Income -
Class B
Advisor Growth & Income -
Class C
Advisor Growth & Income -
Institutional Class
Advisor Equity Income - Class A
Advisor Equity Income - Class T
Advisor Equity Income - Class B
Advisor Equity Income - Class C
Advisor Equity Income -
Institutional Class
Advisor Asset Allocation -
Class A
Advisor Asset Allocation -
Class T
Advisor Asset Allocation -
Class B
Advisor Asset Allocation -
Class C
Advisor Asset Allocation -
Institutional Class
Advisor Balanced - Class A
Advisor Balanced - Class T
Advisor Balanced - Class B
Advisor Balanced - Class C
Advisor Balanced -
Institutional Class
</TABLE>
* On November 26, 1999.
HISTORICAL FUND RESULTS. The following table shows each class's
returns for the fiscal period ended November 30 , 1999.
Class A and Class T have a maximum front-end sales charge of 5.75% and
3.50%, respectively, which is included in the average annual and
cumulative returns. Class B and Class C have a maximum CDSC of 5.00%
and 1.00%, respectively, which is included in the average annual and
cumulative returns.
Class A, Class T, Class B, and Class C have a 12b-1 fee of 0.25%,
0.50%, 1.00%, and 1.00%, respectively, which is included in the
average annual and cumulative returns.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Average Annual Returns1 Cumulative Returns1
One Year Five Years Ten Years/ Life of Fund* One Year Five Years
Advisor TechnoQuant Growth - % % % % %
Class A
Advisor TechnoQuant Growth -
Class T
Advisor TechnoQuant Growth -
Class B
Advisor TechnoQuant Growth -
Class C
Advisor TechnoQuant Growth -
Institutional Class
Advisor Small Cap - Class A
Advisor Small Cap - Class T
Advisor Small Cap - Class B
Advisor Small Cap - Class C
Advisor Small Cap -
Institutional Class
Advisor Value Strategies -
Class A
Advisor Value Strategies -
Class T
Advisor Value Strategies -
Class B
Advisor Value Strategies -
Institutional Class
Advisor Value Strategies -
Initial Class
Advisor Mid Cap - Class A
Advisor Mid Cap - Class T
Advisor Mid Cap - Class B
Advisor Mid Cap - Class C
Advisor Mid Cap -
Institutional Class
Advisor Retirement Growth -
Class A
Advisor Retirement Growth -
Class T
Advisor Retirement Growth -
Class B
Advisor Retirement Growth -
Class C
Advisor Retirement Growth -
Institutional Class
Advisor Equity Growth - Class A
Advisor Equity Growth - Class T
Advisor Equity Growth - Class B
Advisor Equity Growth - Class C
Advisor Equity Growth -
Institutional Class
Advisor Large Cap - Class A
Advisor Large Cap - Class T
Advisor Large Cap - Class B
Advisor Large Cap - Class C
Advisor Large Cap -
Institutional Class
Advisor Dividend Growth -
Class A
Advisor Dividend Growth -
Class T
Advisor Dividend Growth -
Class B
Advisor Dividend Growth -
Class C
Advisor Dividend Growth -
Institutional Class
Advisor Growth Opportunities
- - Class A
Advisor Growth Opportunities
- - Class T
Advisor Growth Opportunities
- - Class B
Advisor Growth Opportunities
- - Class C
Advisor Growth Opportunities
- - Institutional Class
Advisor Growth & Income -
Class A
Advisor Growth & Income -
Class T
Advisor Growth & Income -
Class B
Advisor Growth & Income -
Class C
Advisor Growth & Income -
Institutional Class
Advisor Equity Income - Class A
Advisor Equity Income - Class T
Advisor Equity Income - Class B
Advisor Equity Income - Class C
Advisor Equity Income -
Institutional Class
Advisor Asset Allocation -
Class A
Advisor Asset Allocation -
Class T
Advisor Asset Allocation -
Class B
Advisor Asset Allocation -
Class C
Advisor Asset Allocation -
Institutional Class
Advisor Balanced - Class A
Advisor Balanced - Class T
Advisor Balanced - Class B
Advisor Balanced - Class C
Advisor Balanced -
Institutional Class
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Cumulative Returns1
Ten Years/ Life of Fund*
Advisor TechnoQuant Growth - %
Class A
Advisor TechnoQuant Growth -
Class T
Advisor TechnoQuant Growth -
Class B
Advisor TechnoQuant Growth -
Class C
Advisor TechnoQuant Growth -
Institutional Class
Advisor Small Cap - Class A
Advisor Small Cap - Class T
Advisor Small Cap - Class B
Advisor Small Cap - Class C
Advisor Small Cap -
Institutional Class
Advisor Value Strategies -
Class A
Advisor Value Strategies -
Class T
Advisor Value Strategies -
Class B
Advisor Value Strategies -
Institutional Class
Advisor Value Strategies -
Initial Class
Advisor Mid Cap - Class A
Advisor Mid Cap - Class T
Advisor Mid Cap - Class B
Advisor Mid Cap - Class C
Advisor Mid Cap -
Institutional Class
Advisor Retirement Growth -
Class A
Advisor Retirement Growth -
Class T
Advisor Retirement Growth -
Class B
Advisor Retirement Growth -
Class C
Advisor Retirement Growth -
Institutional Class
Advisor Equity Growth - Class A
Advisor Equity Growth - Class T
Advisor Equity Growth - Class B
Advisor Equity Growth - Class C
Advisor Equity Growth -
Institutional Class
Advisor Large Cap - Class A
Advisor Large Cap - Class T
Advisor Large Cap - Class B
Advisor Large Cap - Class C
Advisor Large Cap -
Institutional Class
Advisor Dividend Growth -
Class A
Advisor Dividend Growth -
Class T
Advisor Dividend Growth -
Class B
Advisor Dividend Growth -
Class C
Advisor Dividend Growth -
Institutional Class
Advisor Growth Opportunities
- - Class A
Advisor Growth Opportunities
- - Class T
Advisor Growth Opportunities
- - Class B
Advisor Growth Opportunities
- - Class C
Advisor Growth Opportunities
- - Institutional Class
Advisor Growth & Income -
Class A
Advisor Growth & Income -
Class T
Advisor Growth & Income -
Class B
Advisor Growth & Income -
Class C
Advisor Growth & Income -
Institutional Class
Advisor Equity Income - Class A
Advisor Equity Income - Class T
Advisor Equity Income - Class B
Advisor Equity Income - Class C
Advisor Equity Income -
Institutional Class
Advisor Asset Allocation -
Class A
Advisor Asset Allocation -
Class T
Advisor Asset Allocation -
Class B
Advisor Asset Allocation -
Class C
Advisor Asset Allocation -
Institutional Class
Advisor Balanced - Class A
Advisor Balanced - Class T
Advisor Balanced - Class B
Advisor Balanced - Class C
Advisor Balanced -
Institutional Class
</TABLE>
* Life of fund figures are from commencement of operations (December
31, 1996 for Advisor TechnoQuant Growth; September 9, 1998 for Advisor
Small Cap; February 20, 1996 for Advisor Mid Cap and Advisor Large
Cap; December 28, 1998 for Advisor Retirement Growth, Advisor
Dividend Growth, and Advisor Asset Allocation; and December 31, 1996
for Advisor Growth & Income).
1 Initial offering of Class A for each fund (except Advisor
TechnoQuant Growth, Advisor Small Cap, Advisor Retirement Growth,
Advisor Dividend Growth, Advisor Growth & Income, and Advisor Asset
Allocation ) took place on September 3, 1996. Class A returns prior
to September 3, 1996 (except for Advisor Equity Growth and Advisor
Equity Income) are those of Class T which reflect a 12b-1 fee of 0.50%
(0.65% prior to January 1, 1996). If Class A's 12b-1 fee had been
reflected, returns prior to September 3, 1996 would have been higher.
For Advisor Equity Growth and Advisor Equity Income, Class A returns
from September 3, 1996 through September 10, 1992 are those of Class T
which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1, 1996).
Class A returns prior to September 10, 1992 are those of Institutional
Class which has no 12b-1 fee. If Class A's 12b-1 fee had been
reflected, returns prior to September 3, 1996 through September 10,
1992 would have been higher and returns prior to September 10, 1992
would have been lower.
Initial offering of Class T of Advisor Equity Growth and Advisor
Equity Income took place on September 10, 1992. Class T returns prior
to September 10, 1992 are those of Institutional Class which has no
12b-1 fee. If Class T's 12b-1 fee had been reflected, returns prior to
September 10, 1992 would have been lower.
Initial offering of Class B of Advisor Equity Growth took place on
December 31, 1996. Class B returns prior to December 31, 1996 through
September 10, 1992 are those of Class T which reflect a 12b-1 of fee
of 0.50% (0.65% prior to January 1, 1996). Class B returns prior to
September 10, 1992 are those of Institutional Class which has no 12b-1
fee. If Class B's 12b-1 fee had been reflected, returns prior to
December 31, 1996 would have been lower.
Initial offering of Class B of Advisor Balanced took place on
December 31, 1996. Class B returns prior to December 31, 1996 are
those of Class T which reflect a 12b-1 fee of 0.50% (0.65% prior to
January 1, 1996). If Class B's 12b-1 fee had been reflected, returns
prior to December 31, 1996 would have been lower.
Initial offering of Class B of Advisor Growth Opportunities took
place on March 3, 1997. Class B returns prior to March 3, 1997 are
those of Class T which reflect a 12b-1 fee of 0.50% (0.65% prior to
January 1, 1996). If Class B's 12b-1 fee had been reflected, returns
prior to March 3, 1997 would have been lower.
Initial offering of Class B of Advisor Equity Income took place on
June 30, 1994. Class B returns prior to June 30, 1994 through
September 10, 1992 are those of Class T which reflect a 12b-1 fee of
0.65%. Class B returns prior to September 10, 1992 are those of
Institutional Class which has no 12b-1 fee. If Class B's 12b-1 fee had
been reflected, returns prior to June 30, 1994 would have been lower.
Initial offering of Class B of Advisor Value Strategies took place on
June 30, 1994. Class B returns prior to June 30, 1994 are those of
Class T which reflect a 12b-1 fee of 0.65%. If Class B's 12b-1 fee had
been reflected, returns prior to June 30, 1994 would have been lower.
Initial Offering of Class C of Advisor TechnoQuant Growth, Advisor
Mid Cap, Advisor Large Cap, and Advisor Growth & Income took place on
November 3, 1997. Class C returns prior to November 3, 1997 are those
of Class B which reflect a 12b-1 fee of 1.00%.
Initial offering of Class C of Advisor Equity Growth took place on
November 3, 1997. Class C returns prior to November 3, 1997 through
December 31, 1996 are those of Class B which reflect a 12b-1 fee of
1.00%. Class C returns prior to December 31, 1996 through September
10, 1992 are those of Class T which reflect a 12b-1 fee of 0.50%
(0.65% prior to January 1, 1996). Class C returns prior to September
10, 1992 are those of Institutional Class which has no 12b-1 fee. If
Class C's 12b-1 fee had been reflected, returns prior to December 31,
1996 would have been lower.
Initial Offering of Class C of Advisor Growth Opportunities took
place on November 3, 1997. Class C returns prior to November 3, 1997
through March 3, 1997 are those of Class B which reflect a 12b-1 fee
of 1.00%. Class C returns prior to March 3, 1997 are those of Class T
which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1, 1996).
If Class C's 12b-1 fee had been reflected, returns prior to March 3,
1997 would have been lower.
Initial Offering of Class C of Advisor Balanced took place on
November 3, 1997. Class C returns prior to November 3, 1997 through
December 31, 1996 are those of Class B which reflect a 12b-1 fee of
1.00%. Class C returns prior to December 31, 1996 are those of Class T
which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1, 1996).
If Class C's 12b-1 fee had been reflected, returns prior to December
31, 1996 would have been lower.
Initial Offering of Class C of Advisor Equity Income took place on
November 3, 1997. Class C returns prior to November 3, 1997 through
June 30, 1994 are those of Class B which reflect a 12b-1 fee of 1.00%.
Class C returns prior to June 30, 1994 through September 10, 1992 are
those of Class T which reflect a 12b-1 fee of 0.65%. Class C returns
prior to September 10, 1992 are those of Institutional Class which has
no 12b-1 fee. If Class C's 12b-1 fee had been reflected, returns prior
to June 30, 1994 would have been lower.
Initial offering of Institutional Class of Advisor Growth
Opportunities and Advisor Balanced took place on July 3, 1995.
Institutional Class returns prior to July 3, 1995 are those of Class T
which reflect a 12b-1 fee of 0.65%. Returns for Institutional Class
prior to July 3, 1995 would have been higher if Class T's 12b-1 fee
had not been reflected.
Initial offering of Institutional Class of Advisor Value Strategies
took place on July 3, 1995. Institutional Class returns prior to July
3, 1995 are those of Initial Class which has no 12b1-fee.
Prior to July 1, 1999, Advisor Value Strategies operated under a
different investment objective. Accordingly, the fund's historical
performance may not represent its current investment policies.
[Note: If FMR had not reimbursed certain class expenses during
these periods, Class A's, Class T's, Class B's, Class C's,
Institutional Class's, and Initial Class's returns would have been
lower.]
The following tables show the income and capital elements of each
class's cumulative return. The tables compare each class's return to
the record of the S&P 500, the Dow Jones Industrial Average (DJIA),
and the cost of living, as measured by the Consumer Price Index (CPI),
over the same period. The S&P 500 and DJIA comparisons are provided to
show how each class's return compared to the record of a market
capitalization-weighted index of common stocks and a narrower set of
stocks of major industrial companies, respectively, over the same
period. Each fund has the ability to invest in securities not included
in either index, and its investment portfolio may or may not be
similar in composition to the indexes. The S&P 500 and DJIA returns
are based on the prices of unmanaged groups of stocks and, unlike each
class's returns, do not include the effect of brokerage commissions or
other costs of investing.
The following tables show the growth in value of a hypothetical
$10,000 investment in each class of each fund during the 10-year
period ended November 3 0, 1999, o r life of each fund, as
applicable, assuming all distributions were reinvested. Returns are
based on past results and are not an indication of future performance.
Tax consequences of different investments have not been factored into
the figures below.
During the period from December 31, 1996 (commencement of operations
of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class A of Advisor TechnoQuant Growth would have grown
to $__, i ncluding the effect of Class A's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR TECHNOQUANT GROWTH -
CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR TECHNOQUANT GROWTH - INDEXES
CLASS A
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997* $ $ $
</TABLE>
* From December 31, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor TechnoQuant Growth on December 31, 1996, assuming the maximum
sales charge had been in effect, the net amount invested in Class A
shares was $9,425. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. I f distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ for capital
gain distributions.
During the period from December 31, 1996 (commencement of operations
of the fund) to November 30, 1999 , a hypothetical $10,000
investment in Class T of Advisor TechnoQuant Growth would have grown
to $__, including the effect o f Class T's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR TECHNOQUANT GROWTH -
CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR TECHNOQUANT GROWTH - INDEXES
CLASS T
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997* $ $ $
</TABLE>
* From December 31, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor TechnoQuant Growth on December 31, 1996, assuming the maximum
sales charge had been in effect, the net amount invested in Class T
shares was $9,650. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from December 31, 1996 (commencement of operations
of the fund) to November 30, 1 999, a hypothetical $10,000
investment in Class B of Advisor TechnoQuant Growth would have grown
to $__, including the ef fect of Class B's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR TECHNOQUANT GROWTH -
CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR TECHNOQUANT GROWTH - INDEXES
CLASS B
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997* $ $ $
</TABLE>
* From December 31, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor TechnoQuant Growth on December 31, 1996, the net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions.
During the period from December 31, 1996 (commencement of operations
of the fund ) to November 30, 1999, a hypothetical $10,000
investment in Class C of Advisor TechnoQuant Growth would have grown
to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR TECHNOQUANT GROWTH -
CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR TECHNOQUANT GROWTH - INDEXES
CLASS C
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997* $ $ $
</TABLE>
* From December 31, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor TechnoQuant Growth on December 31, 1996, the net amount
invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted t o $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions. Initial offering of Class C of
Advis or TechnoQuant Growth took place on November 3, 1997. Class C
returns prior to November 3, 1997 are those of Class B which reflect a
12b-1 fee of 1.00%
During the period from December 31, 1996 (commencement of operations
of the fund) to Nove mber 30, 1999, a hypothetical $10,000
investment in Institutional Class of Advisor TechnoQuant Growth would
have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR TECHNOQUANT GROWTH -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR TECHNOQUANT GROWTH - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997* $ $ $
</TABLE>
* From December 31, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor TechnoQuant Growth on December 31,
1996, the net amount invested in Institutional Class shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted t o $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ f or capital gain
distributions.
During the period from September 9, 1998 (commencem ent of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class A of Advisor Small Cap would have grown to $__,
in cluding the effect of Class A's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR SMALL CAP - CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR SMALL CAP - CLASS A INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998* $ $ $
</TABLE>
* From September 9, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Small Cap on September 9, 1998, assuming the maximum sales
charge had been in effect, the net amount invested in Class A shares
was $9,425. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted t o $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from September 9, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class T of Advisor Small Cap would have grown to $__,
including the effect of Class T's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR SMALL CAP - CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR SMALL CAP - CLASS T INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998* $ $ $
</TABLE>
* From September 9, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Small Cap on September 9, 1998, assuming the maximum sales
charge had been in effect, the net amount invested in Class T shares
was $9,650. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from September 9, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class B of Advisor Small Cap would have grown to $__,
including the effect of Class B's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR SMALL CAP - CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR SMALL CAP - CLASS B INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998* $ $ $
</TABLE>
* From September 9, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Small Cap on September 9, 1998, the net amount invested in
Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ for capital
gain distributions.
During the period from September 9, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class C of Advisor Small Cap would have grown to
$__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR SMALL CAP - CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR SMALL CAP - CLASS C INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998* $ $ $
</TABLE>
* From September 9, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor Small Cap on September 9, 1998, the net amount invested in
Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_ for dividends and $_ for capital gain
distributions.
During the period from September 9, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Institutional Class of Advisor Small Cap would have
grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR SMALL CAP -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR SMALL CAP - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998* $ $ $
</TABLE>
* From September 9, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Small Cap on September 9, 1998, the net
amount invested in Institutional Class shares was $10,000. The cost of
the initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $__. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $__ for
dividends and $__ for capital gain distributions.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class A of Advisor Value Strategies would have
grown to $__, including the effect of Class A's maximum sales
charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR VALUE STRATEGIES -
CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR VALUE STRATEGIES - INDEXES
CLASS A
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Value Strategies on December 1, 1989, assu ming the
maximum sales charge had been in effect, the net amount invested in
Class A shares was $9,425. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ f or
capital gain distributions. Initial offering of Class A of Advisor
Value Strategies took place on September 3, 1996. Class A returns
prior to September 3, 1996 are those of Class T which reflect a 12b-1
fee of 0.50% (0.65% prior to January 1, 1996). If Class A's 12b-1 fee
had been reflected, returns prior to September 3, 1996 would have been
higher. Prior to July 1, 1999, Advisor Value Strategies operated
under certain different investment policies. Accordingly, the fund's
historical performance may not represent its current investment
policies.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class T of Advisor Value Strategies would have
grown to $__, including the effect of Class T's maximum sales
charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR VALUE STRATEGIES -
CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR VALUE STRATEGIES - INDEXES
CLASS T
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Value Strategies on Dece mber 1, 1989, a ssuming the
maximum sales charge had been in effect, the net amount invested in
Class T shares was $9,650. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ fo r
capital gain distributions. Prior to July 1, 1999, Advisor Value
Strategies operated under certain different investment policies.
Accordingly, the fund's historical performance may not represent its
current investment policies.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class B of Advisor Value Strategies would have
grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR VALUE STRATEGIES -
CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR VALUE STRATEGIES - INDEXES
CLASS B
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Value Strategies on Decem ber 1, 1989, th e net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested ) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions. Initial o ffering of Class B of
Advisor Value Strategies took place on June 30, 1994. Class B returns
prior to June 30, 1994 are those of Class T which reflect a 12b-1 fee
of 0.65%. If Class B's 12b-1 fee had been reflected, returns prior to
June 30, 1994 would have been lower. Prior to July 1, 1999, Advisor
Value Strategies operated under certain different investment policies.
Accordingly, the fund's historical performance may not represent its
current investment policies.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Institutional Class of Advisor Value Strategies
would have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR VALUE STRATEGIES -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR VALUE STRATEGIES - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Value Strategies o n December 1,
1989, the net amount invested in Institutional Class shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for ca pital gain
distributions. Initial offering of Institutional Class of Advisor
Value Strategies took place on July 3, 1995. Institutional Class
returns prior to July 3, 1995 are those of Initial Class which has no
12b-1 fee. Prior to July 1, 1999, Advisor Value Strategies operated
under certain different investment policies. Accordingly, the fund's
historical performance may not represent its current investment
policies.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Initial Class of Advisor Value Strategies would
have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR VALUE STRATEGIES -
INITIAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR VALUE STRATEGIES - INDEXES
INITIAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Initial
Class of Advisor Value Strategies on Dece mber 1, 1989, the net
amount invested in Initial Class shares was $10,000.The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $__. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $__ for
dividends and $__ fo r capital gain distributions. Prior to July
1, 1999, Advisor Value Strategies operated under certain different
investment policies. Accordingly, the fund's historical performance
may not represent its current investment policies.
During the period from February 20, 1996 (comm encement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class A of Advisor Mid Cap would have grown to $__,
inc luding the effect of Class A's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR MID CAP - CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR MID CAP - CLASS A INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996* $ $ $
</TABLE>
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Mid Cap on February 20, 1996, assuming the maximum sales
charge had been in effect, the net amount invested in Class A shares
was $9,425. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ fo r capital gain
distributions. Initial offering of Class A for Advisor Mid Cap took
place on September 3, 1996. Class A returns prior to September 3, 1996
are those of Class T which reflect a 12b-1 fee of 0.50%. If Class A's
12b-1 fee had been reflected, returns prior to September 3, 1996 would
have been higher.
During the period from February 20, 1996 (commencement o f
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class T of Advisor Mid Cap would have grown to $__,
including the effect of Class T's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR MID CAP - CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR MID CAP - CLASS T INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996* $ $ $
</TABLE>
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Mid Cap on February 20, 1996, assuming the maximum sales
charge had been in effect, the net amount invested in Class T shares
was $9,650. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted t o $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1999, a hypothetical $10,000 investment
in Class B of Advisor Mid Cap would have grown to $__, including the
effect of Class B's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR MID CAP - CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR MID CAP - CLASS B INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996* $ $ $
</TABLE>
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Mid Cap on February 20, 1996, the net amount invested in Class
B shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amount ed to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from February 20, 1996 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class C of Advisor Mid Cap would have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR MID CAP - CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR MID CAP - CLASS C INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996* $ $ $
</TABLE>
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor Mid Cap on February 20, 1996, the net amount invested in Class
C shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted t o $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions. Initial offe ring of Class C of Advisor Mid Cap took
place on November 3, 1997. Class C returns prior to November 3, 1997
are those of Class B which reflect a 12b-1 fee of 1.00%.
During the period from February 20, 1996 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Institutional Class of Advisor Mid Cap would have grown
to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR MID CAP -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR MID CAP - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996* $ $ $
</TABLE>
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Mid Cap on February 20, 1996, the net
amount invested in Institutional Class shares was $10,000. The cost of
the initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $__. If distributions had not been reinvested, the amoun t of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $__ for
dividends and $__ for capital gain distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class A of Advisor Retirement Growth would have grown to
$__, including the effect of Class A's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR RETIREMENT GROWTH -
CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR RETIREMENT GROWTH - INDEXES
CLASS A
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A
of Advisor Retirement Growth on December 28, 1998, assuming the
maximum sales charge had been in effect, the net amount invested in
Class A shares was $9,425. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class T of Advisor Retirement Growth would have grown to
$__, including the effect of Class T's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR RETIREMENT GROWTH -
CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR RETIREMENT GROWTH - INDEXES
CLASS T
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T
of Advisor Retirement Growth on December 28, 1998, assuming the
maximum sales charge had been in effect, the net amount invested in
Class T shares was $9,650. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class B of Advisor Retirement Growth would have grown to
$__, including the effect of Class B's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR RETIREMENT GROWTH -
CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR RETIREMENT GROWTH - INDEXES
CLASS B
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B
of Advisor Retirement Growth on December 28, 1998, the net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class C of Advisor Retirement Growth would have grown to
$__, including the effect of Class C's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR RETIREMENT GROWTH -
CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR RETIREMENT GROWTH - INDEXES
CLASS C
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C
of Advisor Retirement Growth on December 28, 1998, the net amount
invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Institutional Class of Advisor Retirement Growth would
have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR RETIREMENT GROWTH -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR RETIREMENT GROWTH - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Retirement Growth on December 28, 1998,
the net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $__. If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to $__
for dividends and $__ for capital gain distributions.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class A of Advisor Equity Growth would have
grown to $__, including the effect of Class A's maximum sales
charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR EQUITY GROWTH - CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR EQUITY GROWTH - CLASS A INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Equity Growth on December 1, 1989 assuming the maximum
sales charge had been in effect, the net amount invested in Class A
shares was $9,425. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions. Initial offering of Class A of Advisor Equity Growth
took place on September 3, 1996. Class A returns prior to September 3,
1996 through September 10, 1992 are those of Class T which reflect a
12b-1 fee of 0.50% (0.65% prior to January 1, 1996). Class A returns
prior to September 10, 1992 are those of Institutional Class which has
no 12b-1 fee. If Class A's 12b-1 fee had been reflected, returns prior
to September 3, 1996 through September 10, 1992 would have been higher
and returns prior to September 10, 1992 would have been lower.
During the 10-year peri od ended November 30, 1999, a hypothetical
$10,000 investment in Class T of Advisor Equity Growth would have
grown to $__, including the effect of Class T's maximum sales
charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR EQUITY GROWTH - CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR EQUITY GROWTH - CLASS T INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Equity Growth on December 1, 1989, assuming the maximum sales
charge had been in effect, the net amount invested in Class T shares
was $9,650. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted t o $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ f or capital gain
distributions. Initial offering of Class T of Advisor Equity Growth
took place on September 10, 1992. Class T returns prior to September
10, 1992 are those of Institutional Class which has no 12b-1 fee. If
Class T's 12b-1 fee had been reflected, returns prior to September 10,
1992 would have been lower.
During the 10-year period ended November 3 0, 1999, a hypothetical
$10,000 investment in Class B of Advisor Equity Growth would have
grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR EQUITY GROWTH - CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR EQUITY GROWTH - CLASS B INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Equity Growth on December 1, 1989, the net amount invested in
Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amount ed to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ for capital
gain distributions. Initial offering of C lass B of Advisor Equity
Growth took place on December 31, 1996. Class B returns prior to
December 31, 1996 through September 10, 1992 are those of Class T
which reflect a 12b-1 of fee of 0.50% (0.65% prior to January 1,
1996). Class B returns prior to September 10, 1992 are those of
Institutional Class which has no 12b-1 fee. If Class B's 12b-1 fee had
been reflected, returns prior to December 31, 1996 would have been
lower.
During the 10-year period ended November 30, 1 999, a hypothetical
$10,000 investment in Class C of Advisor Equity Growth would have
grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR EQUITY GROWTH - CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR EQUITY GROWTH - CLASS C INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor Equity Growth on December 1 , 1989, t he net amount
invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for c apital gain distributions. Initial offering of Class C of
Advisor Equity Growth took place on November 3, 1997. Class C returns
prior to November 3, 1997 through December 31, 1996 are those of Class
B which reflect a 12b-1 fee of 1.00%. Class C returns prior to
December 31, 1996 through September 10, 1992 are those of Class T
which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1, 1996).
Class C returns prior to September 10, 1992 are those of Institutional
Class which has no 12b-1 fee. If Class C's 12b-1 fee had been
reflected, returns prior to December 31, 1996 would have been lower.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Institutional Class of Advisor Equity Growth
would have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR EQUITY GROWTH -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR EQUITY GROWTH - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Equity Growth on Dece mber 1,
1989 , the net amount invested in Institutional Class shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from February 20, 1996 (commenceme nt of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class A of Advisor Large Cap would have grown to $__,
including the effect of Class A's maximum s ales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR LARGE CAP - CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR LARGE CAP - CLASS A INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996* $ $ $
</TABLE>
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Large Cap on February 20, 1996, assuming the maximum sales
charge had been in effect, the net amount invested in Class A shares
was $9,425. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted t o $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions. Initial offering of Class A of Advisor Large Cap took
place on September 3, 1996. Class A returns prior to September 3, 1996
are those of Class T which reflect a 12b-1 fee of 0.50%. If Class A's
12b-1 fee had been reflected, returns prior to September 3, 1996 would
have been higher.
During the period from February 20, 1996 (commencement of operations
of the fund) to Nove mber 30, 1999, a hypothetical $10,000
investment in Class T of Advisor Large Cap would have grown to $__,
including the effect of Class T's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR LARGE CAP - CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Reinvested Capital Gain Total Value
Investment Distributions Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR LARGE CAP - CLASS T INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996* $ $ $
</TABLE>
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Large Cap on February 20, 1996, assuming the maximum sales
charge had been in effect, the net amount invested in Class T shares
was $9,650. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class B of Advisor Large Cap would have grown to $__,
including the effe ct of Class B's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR LARGE CAP - CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR LARGE CAP - CLASS B INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996* $ $ $
</TABLE>
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Large Cap on February 20, 1996, the net amount invested in
Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) am ounted to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ for capital
gain distributions.
During the period from February 20, 1996 (commencement of
ope rations of the fund) to November 30, 1999, a hypothetical
$10,000 investment in Class C of Advisor Large Cap would have grown to
$__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR LARGE CAP - CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR LARGE CAP - CLASS C INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996* $ $ $
</TABLE>
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor Large Cap on February 20, 1996, the net amount invested in
Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounte d to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ for capital
gain distributions. Ini tial offering of Class C of Advisor Large
Cap took place on November 3, 1997. Class C returns prior to November
3, 1997 are those of Class B which reflect a 12b-1 fee of 1.00%.
During the period from February 20, 1996 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Institutional Class of Advisor Large Cap would have
grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR LARGE CAP -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR LARGE CAP - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996* $ $ $
</TABLE>
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Large Cap on February 20, 1996, the net
amount invested in Institutional Class shares was $10,000. The cost of
the initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $__. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $__ for
dividends and $__ fo r capital gain distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class A of Advisor Dividend Growth would have grown to
$__, including the effect of Class A's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR DIVIDEND GROWTH -
CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR DIVIDEND GROWTH - INDEXES
CLASS A
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A
of Advisor Dividend Growth on December 28, 1998, assuming the maximum
sales charge had been in effect, the net amount invested in Class A
shares was $9,425. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class T of Advisor Dividend Growth would have grown to
$__, including the effect of Class T's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR DIVIDEND GROWTH -
CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR DIVIDEND GROWTH - INDEXES
CLASS T
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T
of Advisor Dividend Growth on December 28, 1998, assuming the maximum
sales charge had been in effect, the net amount invested in Class T
shares was $9,650. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class B of Advisor Dividend Growth would have grown to
$__, including the effect of Class B's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR DIVIDEND GROWTH -
CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR DIVIDEND GROWTH - INDEXES
CLASS B
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B
of Advisor Dividend Growth on December 28, 1998, the net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class C of Advisor Dividend Growth would have grown to
$__, including the effect of Class C's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR DIVIDEND GROWTH -
CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR DIVIDEND GROWTH - INDEXES
CLASS C
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C
of Advisor Dividend Growth on December 28, 1998, the net amount
invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Institutional Class of Advisor Dividend Growth would
have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR DIVIDEND GROWTH -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR DIVIDEND GROWTH - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Dividend Growth on December 28, 1998,
the net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $__. If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to $__
for dividends and $__ for capital gain distributions.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class A of Advisor Growth Opportunities would
have grown to $__, including the effect of Class A's maximum sales
charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR GROWTH OPPORTUNITIES
- - CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR GROWTH OPPORTUNITIES INDEXES
- - CLASS A
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Growth Opportunities on Decembe r 1, 1989, assuming the
maximum sales charge had been in effect, the net amount invested in
Class A shares was $9,425. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ for capital
gain distributions. Initial offering of Class A of Advisor Growth
Opportu nities took place on September 3, 1996. Class A returns
prior to September 3, 1996 are those of Class T which reflect a 12b-1
fee of 0.50% (0.65% prior to January 1, 1996). If Class A's 12b-1 fee
had been reflected, returns prior to September 3, 1996 would have been
higher.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class T of Advisor Growth Opportunities would
have grown to $__, including the effect of Class T's maximum sales
charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR GROWTH OPPORTUNITIES
- - CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR GROWTH OPPORTUNITIES INDEXES
- - CLASS T
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Growth Opportunities on December 1, 1989, assuming the maximum
sales charge had been in effect, the net amount invested in Class T
shares was $9,650. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted t o $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class B of Advisor Growth Opportunities would
have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR GROWTH OPPORTUNITIES
- - CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR GROWTH OPPORTUNITIES INDEXES
- - CLASS B
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Growth Opportunities on December 1, 1989 , the net
amount invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ f or capital gain distributions. Initial offering of Class B of
Advisor Growth Opportunities took place on March 3, 1997. Class B
returns prior to March 3, 1997 are those of Class T which reflect a
12b-1 fee of 0.50% (0.65% prior to January 1, 1996). If Class B's
12b-1 fee had been reflected, returns prior to March 3, 1997 would
have been lower.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class C of Advisor Growth Opportunities would
have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR GROWTH OPPORTUNITIES
- - CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR GROWTH OPPORTUNITIES INDEXES
- - CLASS C
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor Growth Opportunities on Decem ber 1, 1989, t he net
amount invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions. Initial offering of Class C of
Advisor Growth Opportunities took place on November 3, 1997. Class C
returns prior to November 3, 1997 through March 3, 1997 are those of
Class B which reflect a 12b-1 fee of 1.00%. Class C returns prior to
March 3, 1997 are those of Class T which reflect a 12b-1 fee of 0.50
(0.65% prior to January 1, 1996). If Class C's 12b-1 fee had been
reflected, returns prior to March 3, 1997 would have been lower.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Institutional Class of Advisor Growth
Opportunities would have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR GROWTH OPPORTUNITIES
- - INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR GROWTH OPPORTUNITIES INDEXES
- - INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Growth Opportunities on December 1,
1989, the net amount invested in Institutional Class shares was
$10,000. The cost of the initial investment ($10,000) toget her
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted t o $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for c apital gain
distributions. Initial offering of Institutional Class of Advisor
Growth Opportunities took place on July 3, 1995. Institutional Class
returns prior to July 3, 1995 are those of Class T which reflect a
12b-1 fee of 0.65%. Returns for Institutional Class prior to July 3,
1995 would have been higher if Class T's 12b-1 fee had not been
reflected.
During the period from December 31, 1996 (commencement of operations
of the fund) to Nove mber 30, 1999, a hypothetical $10,000
investment in Class A of Advisor Growth & Income would have grown to
$__, including the ef fect of Class A's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR GROWTH & INCOME -
CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR GROWTH & INCOME - INDEXES
CLASS A
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997* $ $ $
</TABLE>
* From December 31, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Growth & Income on December 31, 1996, assuming the maximum
sales charge had been in effect, the net amount invested in Class A
shares was $9,425. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class T of Advisor Growth & In come would have grown
to $__, including the effect of Class T's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR GROWTH & INCOME -
CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR GROWTH & INCOME - INDEXES
CLASS T
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997* $ $ $
</TABLE>
* From December 31, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Growth & Income on December 31, 1996, assuming the maximum
sales charge had been in effect, the net amount invested in Class T
shares was $9,650. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from December 31, 1996 (commencement of operations
of the fu nd) to November 30, 1999, a hypothetical $10,000
investment in Class B of Advisor Growth & Income would have grown to
$__, inc luding the effect of Class B's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR GROWTH & INCOME -
CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR GROWTH & INCOME - INDEXES
CLASS B
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997* $ $ $
</TABLE>
* From December 31, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Growth & Income on December 31, 1996, the net amount invested
in Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ for
capital gain distributions.
During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class C of Advisor Growth & Income would have grown to
$__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR GROWTH & INCOME -
CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR GROWTH & INCOME - INDEXES
CLASS C
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997* $ $ $
</TABLE>
* From December 31, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor Growth & Income on December 31, 1996, the net amount invested
in Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ for
ca pital gain distributions. Initial offering of Class C of Advisor
Growth & Income took place on November 3, 1997. Class C returns prior
to November 3, 1997 are those of Class B which reflect a 12b-1 fee of
1.00%.
During the period from December 31, 1996 (commencement of operations
of the fund) to November 30, 1999, a hypothetical $10,000
investment in Institutional Class of Advisor Growth & Income would
have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR GROWTH & INCOME -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR GROWTH & INCOME - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997* $ $ $
</TABLE>
* From December 31, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Growth & Income on December 31, 1996,
the net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $__. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$__ for dividends and $__ for capital gain distributions.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class A of Advisor Equity Income would have
grown to $__, including the effect of Class A's maximum sales
charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR EQUITY INCOME - CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR EQUITY INCOME - CLASS A INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Equity Income on Decemb er 1, 1989, assuming the maximum
sales charge had been in effect, the net amount invested in Class A
shares was $9,425. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions. Initial offering of Class A of Advisor Equity Income
took place on September 3, 1996. Class A returns from September 3,
1996 through September 10, 1992 are those of Class T which reflect a
12b-1 fee of 0.50% (0.65% for prior to January 1, 1996). Class A
returns prior to September 10, 1992 are those of Institutional Class
which has no 12b-1 fee. If Class A's 12b-1 fee had been reflected,
returns prior to September 3, 1996 through September 10, 1992 would
have been higher and returns prior to September 10, 1992 would have
been lower.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class T of Advisor Equity Income would have
grown to $__, including the effect of Class T's maximum sales
charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR EQUITY INCOME - CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR EQUITY INCOME - CLASS T INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Equity Income on D ecember 1, 1989, a ssuming the maximum
sales charge had been in effect, the net amount invested in Class T
shares was $9,650. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ f or capital gain
distributions. Initial offering of Class T of Advisor Equity Income
took place on September 10, 1992. Class T returns prior to September
10, 1992 are those of Institutional Class which has no 12b-1 fee. If
Class T's 12b-1 fee had been reflected, returns prior to September 10,
1992 would have been lower.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class B of Advisor Equity Income would have
grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR EQUITY INCOME - CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR EQUITY INCOME - CLASS B INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Equity Income on December 1, 1989, t he net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted t o $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions. Initial offering of Cla ss B of
Advisor Equity Income took place on June 30, 1994. Class B returns
prior to June 30, 1994 through September 10, 1992 are those of Class T
which reflect a 12b-1 fee of 0.65%. Class B returns prior to September
10, 1992 are those of Institutional Class which has no 12b-1 fee. If
Class B's 12b-1 fee had been reflected, returns prior to June 30, 1994
would have been lower.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class C of Advisor Equity Income would have
grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR EQUITY INCOME - CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR EQUITY INCOME - CLASS C INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor Equity Income on December 1, 1989 , the net amount
invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions. Initial offering of Class C of
Advisor Equity Income took place on November 3, 1997. Class C returns
prior to November 3, 1997 through June 30, 1994 are those of Class B
which reflect a 12b-1 fee of 1.00%. Class C returns prior to June 30,
1994 through September 10, 1992 are those of Class T which reflect a
12b-1 fee of 0.65%. Class C returns prior to September 10, 1992 are
those of Institutional Class which has no 12b-1 fee. If Class C's
12b-1 fee had been reflected, returns prior to June 30, 1994 would
have been lower.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Institutional Class of Advisor Equity Income
would have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR EQUITY INCOME -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR EQUITY INCOME - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Equity Income on December 1, 1989, the
net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $__. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$__ for dividends and $__ for capital gain distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class A of Advisor Asset Allocation would have grown to
$__, including the effect of Class A's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR ASSET ALLOCATION -
CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR ASSET ALLOCATION - INDEXES
CLASS A
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A
of Advisor Asset Allocation on December 28, 1998, assuming the maximum
sales charge had been in effect, the net amount invested in Class A
shares was $9,425. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class T of Advisor Asset Allocation would have grown to
$__, including the effect of Class T's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR ASSET ALLOCATION -
CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR ASSET ALLOCATION - INDEXES
CLASS T
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T
of Advisor Asset Allocation on December 28, 1998, assuming the maximum
sales charge had been in effect, the net amount invested in Class T
shares was $9,650. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class B of Advisor Asset Allocation would have grown to
$__, including the effect of Class B's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR ASSET ALLOCATION -
CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR ASSET ALLOCATION - INDEXES
CLASS B
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B
of Advisor Asset Allocation on December 28, 1998, the net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Class C of Advisor Asset Allocation would have grown to
$__, including the effect of Class C's maximum CDSC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR ASSET ALLOCATION -
CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR ASSET ALLOCATION - INDEXES
CLASS C
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C
of Advisor Asset Allocation on December 28, 1998, the net amount
invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $__. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $__ for dividends and
$__ for capital gain distributions.
During the period from December 28, 1998 (commencement of
operations of the fund) to November 30, 1999, a hypothetical $10,000
investment in Institutional Class of Advisor Asset Allocation would
have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR ASSET ALLOCATION -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR ASSET ALLOCATION - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living**
1999* $ $ $
</TABLE>
* From December 28, 1998 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Asset Allocation on December 28, 1998,
the net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $__. If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to $__
for dividends and $__ for capital gain distributions.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class A of Advisor Balanced would have grown to
$__, including the effect of Class A's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR BALANCED - CLASS A
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR BALANCED - CLASS A INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Balanced on Decembe r 1, 1989, assuming the maximum
sales charge had been in effect, the net amount invested in Class A
shares was $9,425. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ fo r capital gain
distributions. Initial offering of Class A of Advisor Balanced took
place on September 3, 1996. Class A returns prior to September 3, 1996
are those of Class T which reflect a 12b-1 fee of 0.50% (0.65% prior
to January 1, 1996). If Class A's 12b-1 fee had been reflected,
returns prior to September 3, 1996 would have been higher.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class T of Advisor Balanced would have grown to
$__, including the effect of Class T's maximum sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR BALANCED - CLASS T
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR BALANCED - CLASS T INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Balanced on December 1, 1989, assuming the maximum
sales charge had been in effect, the net amount invested in Class T
shares was $9,650. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ f or capital gain
distributions.
During the 10-year period ended November 3 0, 1999, a hypothetical
$10,000 investment in Class B of Advisor Balanced would have grown to
$__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR BALANCED - CLASS B
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR BALANCED - CLASS B INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Balanced on December 1, 1989 , the net amount invested
in Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ for capital
gain distrib utions. Initial offering of Class B of Advisor
Balanced took place on December 31, 1996. Class B returns prior to
December 31, 1996 are those of Class T which reflect a 12b-1 fee of
0.50% (0.65% prior to January 1, 1996). If Class B's 12b-1 fee had
been reflected, returns prior to December 31, 1996 would have been
lower.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Class C of Advisor Balanced would have grown to
$__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR BALANCED - CLASS C
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR BALANCED - CLASS C INDEXES
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor Balanced on December 1, 1989, the net amount invested
in Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $__ for dividends and $__ for
capital gain distributions. Initial offering of Class C of Advisor
Balanced took place on November 3, 1997. Class C returns prior to
November 3, 1997 through December 31, 1996 are those of Class B which
reflect a 12b-1 fee of 1.00%. Class C returns prior to December 31,
1996 are those of Class T which reflect a 12b-1 fee of 0.50% (0.65%
prior to January 1, 1996). If Class C's 12b-1 fee had been reflected,
returns prior to December 31, 1996 would have been lower.
During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Institutional Class of Advisor Balanced would
have grown to $__.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR BALANCED -
INSTITUTIONAL CLASS
Fiscal Year Ended
November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR BALANCED - INDEXES
INSTITUTIONAL CLASS
Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Balanced on De cember 1, 1989,
the net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $__. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$__ for dividends and $__ for c apital gain distributions. Initial
offering of Institutional Class of Advisor Balanced took place on July
3, 1995. Institutional Class returns prior to July 3, 1995 are those
of Class T which reflect a 12b-1 fee of 0.65%. Returns for
Institutional Class prior to July 3, 1995 would have been higher if
Class T's 12b-1 fee had not been reflected.
PERFORMANCE COMPARISONS. A class's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Inc. (Lipper), an
independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on
return, assume reinvestment of distributions, do not take sales
charges or trading fees into consideration, and are prepared without
regard to tax consequences. In addition to the mutual fund rankings, a
class's performance may be compared to stock, bond, and money market
mutual fund performance indexes prepared by Lipper or other
organizations. When comparing these indexes, it is important to
remember the risk and return characteristics of each type of
investment. For example, while stock mutual funds may offer higher
potential returns, they also carry the highest degree of share price
volatility. Likewise, money market funds may offer greater stability
of principal, but generally do not offer the higher potential returns
available from stock mutual funds.
From time to time, a class's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, a class may quote Morningstar, Inc. in its
advertising materials. Morningstar, Inc. is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising.
A class's performance may also be compared to that of each index
representing the universe of securities in which the fund may invest.
The return of each index reflects reinvestment of all dividends and
capital gains paid by securities included in each index. Unlike a
class's returns, however, each index's returns do not reflect
brokerage commissions, transaction fees, or other costs of investing
directly in the securities included in the index.
The Asset Allocation Composite Index is a hypothetical
representation of the performance of Advisor Asset Allocation's three
asset classes according to their respective weighting in the fund's
neutral mix. The weightings are rebalanced monthly.
The following indexes are used to calculate the asset allocation
composite index: S&P 500 for the stock class, Lehman Brothers
Aggregate Bond Index for the bond class and the Lehman Brothers
3-Month Treasury Bill Index for the short term/money market class.
S&P 500 is a market capitalization-weighted index of common stocks.
LEHMAN BROTHERS AGGREGATE BOND INDEX is a market value-weighted index
for investment-grade fixed-rate debt issues, including government,
corporate, asset-backed, and mortgage-backed securities. Issues
included in the index have an outstanding par value of at least $100
million and maturities of at least one year. Government and corporate
issues include all public obligations of the U.S. Treasury (excluding
flower bonds and foreign-targeted issues) and U.S. Government
agencies, as well as nonconvertible investment-grade, SEC-registered
corporate debt. Mortgage-backed securities include 15- and 30-year
fixed-rate securities backed by mortgage pools of the Government
National Mortgage Association (GNMA), Federal Home Loan Mortgage
Corporation (FHLMC), and Fannie Mae. Asset-backed securities include
credit card, auto, and home equity loans.
LEHMAN BROTHERS 3-MONTH TREASURY BILL INDEX represents the average of
the Treasury Bill rates for each of the prior three months, adjusted
to a bond equivalent yield basis (short-term and money market
instruments).
Advisor Asset Allocation has the ability to invest in securities
that are not included in any of the indexes, and the fund's actual
investment portfolio may not reflect the composition or the weighting
of the indexes used. The Lehman Brothers 3-Month Treasury Bill Index,
the Lehman Brothers Aggregate Bond Index, the S&P 500, and the Asset
Allocation Composite Index include reinvestment of income or
dividends, as appropriate, and are based on the prices of unmanaged
groups of U.S. Treasury obligations, other fixed-income obligations or
stocks, as appropriate. Unlike the fund's returns, the indexes do not
include the effect of paying brokerage commissions, spreads, or other
costs of investing. Historical results are used for illustrative
purposes only and do not reflect the past or future performance of the
fund.
The following table represents the comparative indexes' calendar
year-to-year performance.
Lehman Brothers 3-Month Lehman Brothers Aggregate S&P 500
Treasury Bill Index Bond Index
1999
1998
1997
A dvisor Balanced may compare its performance to that of the
Fidelity Balanced Composite Index which is a hypothetical
representation of the performance of the fund's general investment
categories using a weighting of 60% equity and 40% bond. The following
indexes are used to calculate the Fidelity Balanced Composite Index:
S&P 500 for the equity category and the Lehman Brothers Aggregate Bond
Index for the bond category. The index weightings of the Fidelity
Balanced Composite Index are rebalanced monthly.
S&P 500 is a market capitalization-weighted index of common stocks.
LEHMAN BROTHERS AGGREGATE BOND INDEX is a market value-weighted index
for investment-grade fixed-rate debt issues, including government,
corporate, asset-backed, and mortgage-backed securities. Issues
included in the index have an outstanding par value of at least $100
million and maturities of at least one year. Government and corporate
issues include all public obligations of the U.S. Treasury (excluding
flower bonds and foreign-targeted issues) and U.S. Government
agencies, as well as nonconvertible investment-grade, SEC-registered
corporate debt. Mortgage-backed securities include 15- and 30-year
fixed-rate securities backed by mortgage pools of the Government
National Mortgage Association (GNMA), Federal Home Loan Mortgage
Corporation (FHLMC), and Fannie Mae. Asset-backed securities include
credit card, auto, and home equity loans.
Advisor Equity Growth may compare its performance to that of the
Russell 3000 Growth Index, a market capitalization-weighted index of
growth-oriented stocks of U.S. domiciled companies. Growth-oriented
stocks tend to have higher price-to-book ratios and higher forecasted
growth values.
Advisor Equity Income may compare its performance to that of the
Russell 3000 Value Index, a market capitalization-weighted index of
value-oriented stocks of U.S. domiciled companies. Value-oriented
stocks tend to have lower price-to-book ratios and lower forecasted
values.
Advisor Value Strategies may compare its performance to that of the
Russell MidCap Value Index, a market capitalization-weighted index of
medium-capitalization stocks determined by Russell to be value stocks
as measured by their lower price-to-book ratios and lower forecasted
growth values.
Each of Advisor TechnoQuant Growth, Advisor Value Strategies,
Advisor Retirement Growth, Advisor Equity Growth, Advisor Large Cap,
Advisor Dividend Growth, Advisor Growth Opportunities, Advisor Growth
& Income, Advisor Equity Income, Advisor Asset Allocation, and Advisor
Balanced may compare its performance to that of the S&P 500 Index, a
market capitalization-weighted index of common stocks.
Advisor Mid Cap may compare its performance to that of the Standard &
Poor's MidCap 400(registered trademark) Index, a market
capitalization-weighted index of 400 medium-capitalization stocks.
Advisor Small Cap may compare its performance to that of the Russell
2000 Index, a market capitalization-weighted index of 2000 small
company stocks.
Advisor Balanced may also compare its performance to the Lehman
Brothers Aggregate Bond Index, a market value-weighted index for
investment-grade fixed-rate debt issues, including government,
corporate, asset-backed, and mortgage-backed securities. Issues
included in the index have an outstanding par value of at least $100
million and maturities of at least one year. Government and corporate
issues include all public obligations of the U.S. Treasury (excluding
flower bonds and foreign-targeted issues) and U.S. Government
agencies, as well as nonconvertible investment-grade, SEC-registered
corporate debt. Mortgage-backed securities include 15- and 30-year
fixed-rate securities backed by mortgage pools of the Government
National Mortgage Association (GNMA), Federal Home Loan Mortgage
Corporation (FHLMC), and Fannie Mae. Asset-backed securities include
credit card, auto, and home equity loans.
A class may be compared in advertising to Certificates of Deposit
(CDs) or other investments issued by banks or other depository
institutions. Mutual funds differ from bank investments in several
respects. For example, a fund may offer greater liquidity or higher
potential returns than CDs, a fund does not guarantee your principal
or your return, and fund shares are not FDIC insured.
Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different indexes.
Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates returns in the
same method as the funds. The funds may also compare performance to
that of other compilations or indexes that may be developed and made
available in the future.
In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; model portfolios or allocations; and saving for
college or other goals. In addition, Fidelity may quote or reprint
financial or business publications and periodicals, as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products.
Each fund may be advertised as part of certain asset allocation
programs involving other Fidelity or non-Fidelity mutual funds. These
asset allocation programs may advertise a model portfolio and its
performance results.
Each fund may be advertised as part of a no transaction fee (NTF)
program in which Fidelity and non-Fidelity mutual funds are offered.
An NTF program may advertise performance results.
A class may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote the fund's current portfolio
manager.
VOLATILITY. A class may quote various measures of volatility and
benchmark correlation in advertising. In addition, the class may
compare these measures to those of other funds. Measures of volatility
seek to compare a class's historical share price fluctuations or
returns to those of a benchmark. Measures of benchmark correlation
indicate how valid a comparative benchmark may be. All measures of
volatility and correlation are calculated using averages of historical
data. In advertising, a fund may also discuss or illustrate examples
of interest rate sensitivity.
MOMENTUM INDICATORS indicate a class's price movements over specific
periods of time. Each point on the momentum indicator represents a
class's percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at
periodic intervals, thereby purchasing fewer shares when prices are
high and more shares when prices are low. While such a strategy does
not assure a profit or guard against loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers
of shares are purchased at the same intervals. In evaluating such a
plan, investors should consider their ability to continue purchasing
shares during periods of low price levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which
may produce superior after-tax returns over time. For example, a
$1,000 investment earning a taxable return of 10% annually would have
an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent
tax-deferred investment would have an after-tax value of $2,100 after
ten years, assuming tax was deducted at a 31% rate from the
tax-deferred earnings at the end of the ten-year period.
As of November 30, 1999, FMR advised over $__ billion in
municipal fund assets, $__ billion in taxable fixed-income fund
assets, $__ billi on in money market fund assets, $___ billion
in equity fund assets, $__ billion in international fund assets, and
$___ billion in Spartan fund assets. The funds may reference the
growth and variety of money market mutual funds and the adviser's
innovation and participation in the industry. The equity funds under
management figure represents the largest amount of equity fund assets
under management by a mutual fund investment adviser in the United
States, making FMR America's leading equity (stock) fund manager. FMR,
its subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
PRIOR PERFORMANCE OF SIMILAR FUNDS
Because Advisor Retirement Growth, Advisor Dividend Growth, and
Advisor Asset Allocation (Corresponding Funds) were new when this SAI
was printed, less than one year of each fund's performance history is
included. However, Advisor Dividend Growth, Advisor Retirement Growth,
and Advisor Asset Allocation are modeled after the following existing
registered funds, respectively: Fidelity Retirement Growth, Fidelity
Dividend Growth, and Fidelity Asset Manager: Growth (Related
Funds).
The Related Funds are managed by FMR and have investment objectives
and policies that are substantially identical in all material respects
to those of the Corresponding Funds described in this SAI. The Related
Funds, however, have different expenses and are sold through different
distribution channels.
Below you will find information about the prior performance of the
Related Funds, not the performance of the Corresponding Funds
described in this SAI. The performance data of the Related Funds is
net of management fees and other expenses and is based on past
results.
Although the Corresponding Funds described in this SAI have
investment objectives and policies that are substantially identical in
all material respects to those of the Related Funds, you should not
assume that the Corresponding Funds will have the same performance as
the Related Funds. For example, a Corresponding Fund's future
performance may be better or worse than the performance of its Related
Fund due to, among other things, differences in sales charges,
expenses, asset sizes, and cash flows between the Corresponding Fund
and its Related Fund.
MOVING AVERAGES. Like the Corresponding Funds, a Related Fund may
illustrate performance using moving averages. For November 30,
1999 , the 13-week and 39-week long-term moving averages for each
Related Fund are shown below.
<TABLE>
<CAPTION>
<S> <C> <C>
13-WEEK LONG-TERM MOVING 39-WEEK LONG-TERM MOVING
AVERAGE AVERAGE
Fidelity Retirement Growth
Fidelity Dividend Growth
Fidelity Asset Manager: Growth
</TABLE>
CALCULATING HISTORICAL FUND RESULTS. The following tables show
performance for each Related Fund for the period ended November 30,
1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Average Annual Returns Cumulative Returns
One Year Five Years Ten Years/ Life of Fund* One Year Five Years
Fidelity Retirement Growth % % % % %
Fidelity Dividend Growth % % % % %
Fidelity Asset Manager: Growth % % % % %
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Cumulative Returns
Ten Years/ Life of Fund*
Fidelity Retirement Growth %
Fidelity Dividend Growth %
Fidelity Asset Manager: Growth %
</TABLE>
* Life of fund figures are from commencement of operations (April
27, 1993 for Fidelity Dividend Growth and December 30, 1991 for
Fidelity Asset Manager: Growth) through November 30, 1999.
[Note: If FMR had not reimbursed certain fund expenses during these
periods, Fidelity Retirement Growth's, Fidelity Dividend Growth's, and
Fidelity Asset Manager: Growth's returns would have been lower.]
The following tables show the income and capital elements of each
Related Fund's cumulative return. The tables compare each Related
Fund's return to the record of the S&P 500, the DJIA, and the cost of
living, as measured by the CPI, over the same period. The CPI
information is as of the month-end closest to the initial investment
date for each Related Fund. The S&P 500 and DJIA comparisons are
provided to show how each Related Fund's return compared to the record
of a broad unmanaged index of common stocks and a narrower set of
stocks of major industrial companies, respectively, over the same
period. Each Related Fund has the ability to invest in securities not
included in either index, and its investment portfolio may or may not
be similar in composition to the indexes. The S&P 500 and DJIA returns
are based on the prices of unmanaged groups of stocks and, unlike each
Related Fund's returns, do not include the effect of brokerage
commissions or other costs of investing.
The following tables show the growth in value of a hypothetical
$10,000 investment in each Related Fund during the past 10 years ended
on the most recent calendar quarter of each Related Fund or life of
each fund, as applicable, assuming all distributions were reinvested.
Returns are based on past results and are not an indication of future
performance. Tax consequences of different investments (with the
exception of foreign tax withholdings) have not been factored into the
figures below.
FIDELITY RETIREMENT GROWTH: During the ten-year period ended
November 30, 1999, a hypothetical $10,000 investment in Fidelity
Retirement Growth would have grown to $__, assuming all distributions
were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FIDELITY RETIREMENT GROWTH
Period Ended November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991 $ $ $ $
1990 $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY RETIREMENT GROWTH INDEXES
Period Ended November 30 S&P 500 DJIA Cost of Living
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991 $ $ $
1990 $ $ $
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Fidelity
Retirement Growth on January 1, 1990, the net amount invested in fund
shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amo unted to $__. If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
FIDELITY DIVIDEND GROWTH: During the period from April 27, 1993
(commencement of operations) to November 30 , 1999, a hypothetical
$10,000 investment in Fidelity Dividend Growth would have grown to
$__, assuming all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FIDELITY DIVIDEND GROWTH
Period Ended November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY DIVIDEND GROWTH INDEXES
Period Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993* $ $ $
</TABLE>
* From April 27, 1993 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Fidelity
Dividend Growth on April 27, 1993, the net amount invested in fund
shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amount ed to $__. If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
FIDELITY ASSET MANAGER: GROWTH: During the period from
December 30, 1991 (commencement of operations) to November 30, 1999, a
hypothetical $10,000 investment in Fidelity Asset Manager: Growth
would have grown to $__, assuming all distributions were
reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FIDELITY ASSET MANAGER: GROWTH
Period Ended November 30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994 $ $ $ $
1993 $ $ $ $
1992 $ $ $ $
1991* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY ASSET MANAGER: GROWTH INDEXES
Period Ended November 30 S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994 $ $ $
1993 $ $ $
1992 $ $ $
1991* $ $ $
</TABLE>
* From December 30, 1991 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Fidelity
Asset Manager: Growth on December 30, 1991, the net amount invested in
fund shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $__. If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $__ for capital gain
distributions.
ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Class A's and Class T's front-end sales charge on shares
acquired through reinvestment of dividends and capital gain
distributions or in connection with a fund's merger with or
acquisition of any investment company or trust. In addition, FDC has
chosen to waive Class A's and Class T's front-end sales charge in
certain instances due to sales efficiencies and competitive
considerations. The sales charge will not apply:
CLASS A SHARES ONLY
1. to shares purchased for an employee benefit plan (as defined in the
Employee Retirement Income Security Act) (except a SIMPLE IRA, SEP, or
SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program with at
least $25 million or more in plan assets;
2. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through an insurance company separate account used
to fund annuity contracts;
3. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through a trust institution, bank trust department
or insurance company, or any such institution's broker-dealer
affiliate that is not part of an organization primarily engaged in the
brokerage business. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs
that participate in the Advisor Retirement Connection do not qualify
for this waiver;
4. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through an investment professional sponsored program
that requires the participating employee benefit plan to initially
invest in Class C or Class B shares and, upon meeting certain
criteria, subsequently requires the plan to invest in Class A shares;
5. to shares purchased by a trust institution or bank trust department
for a managed account that is charged an asset-based fee. Employee
benefit plans (except SIMPLE IRA, SEP, and SARSEP plans and plans
covering self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)), 403(b) programs and accounts managed by third
parties do not qualify for this waiver;
6. to shares purchased by a broker-dealer for a managed account that
is charged an asset-based fee. Employee benefit plans (except SIMPLE
IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) and
403(b) programs do not qualify for this waiver;
7. to shares purchased by a registered investment adviser that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do
not qualify for this waiver;
8. to shares purchased with proceeds from the sale of front-end load
shares of a non-Advisor mutual fund for an account participating in
the FundSelect by Nationwide program;
9. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC; or
10. to shares purchased by the Fidelity Investments Charitable Gift
Fund.
A sales load waiver form must accompany these transactions.
CLASS T SHARES ONLY
1. to shares purchased for an insurance company separate account used
to fund annuity contracts for employee benefit plans (except SIMPLE
IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or
403(b) programs;
2. to shares purchased by a trust institution or bank trust
department for a managed account that is charged an asset-based fee.
Accounts managed by third parties do not qualify for this waiver;
3. to shares purchased by a broker-dealer for a managed account that
is charged an asset-based fee;
4. to shares purchased by a registered investment adviser that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee;
5. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program;
6. to shares purchased for a Fidelity or Fidelity Advisor account
(including purchases by exchange) with the proceeds of a distribution
from (i) an insurance company separate account used to fund annuity
contracts for employee benefit plans, 403(b) programs or plans
covering sole-proprietors (formerly Keogh/H.R. 10 plans) that are
invested in Fidelity Advisor or Fidelity funds or (ii) an employee
benefit plan, 403(b) program or plan covering a sole-proprietor
(formerly Keogh/H.R. 10 plan) that is invested in Fidelity Advisor or
Fidelity funds. (Distributions other than those transferred to an IRA
account must be transferred directly into a Fidelity account.);
7. to shares purchased for any state, county, or city, or any
governmental instrumentality, department, authority or agency;
8. to shares purchased with redemption proceeds from other mutual fund
complexes on which the investor has paid a front-end or contingent
deferred sales charge;
9. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or Fidelity International Limited (FIL) or their
direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity Trustee or employee, a Fidelity Trustee or
employee acting as custodian for a minor child, or a person acting as
trustee of a trust for the sole benefit of the minor child of a
Fidelity Trustee or employee;
10. to shares purchased by a charitable organization (as defined for
purposes of Section 501(c)(3) of th e Internal Revenue Code, but
excluding the Fidelity Investments Charitable Gift Fund) investing
$100,000 or more;
11. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC;
12. to shares purchased for a charitable remainder trust or life
income pool established for the benefit of a charitable organization
(as defined for purposes of Section 501(c)(3) of the Internal Revenue
Code);
13. to shares purchased with distributions of income, principal,
and capital gains from Fidelity Defined Trusts; or
14. to shares purchased by the Fidelity Investments Charitable Gift
Fund.
A sales load waiver form must accompany these transactions.
CLASS B AND CLASS C SHARES ONLY
The Class B or Class C contingent deferred sales charge (CDSC) will
not apply to the redemption of shares:
1. For disability or death, provided that the shares are sold within
one year following the death or the initial determination of
disability;
2. That are permitted without penalty at age 70 1/2 pursuant to the
Internal Revenue Code from retirement plans or accounts (other than of
shares purchased on or after February 11, 1999 for Traditional IRAs,
Roth IRAs and Rollover IRAs);
3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs
and Rollover IRAs purchased on or after February 11, 1999;
4. Through the Fidelity Advisor Systematic Withdrawal Program; or
5. (Applicable to Class C only) From an employee benefit plan, 403(b)
program or plan covering a sole-proprietor (formerly Keogh/H.R. 10
plan).
A waiver form must accompany these transactions.
INSTITUTIONAL CLASS SHARES ONLY
Institutional Class shares are offered to:
1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested in the
Institutional Class of the Advisor funds. In addition, employee
benefit plans, 403(b) programs and plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans) must have at least $50 million in plan
assets;
2. Registered investment adviser managed account programs, provided
the registered investment adviser is not part of an organization
primarily engaged in the brokerage business and the program (i)
charges an asset-based fee and (ii) will have at least $1 million
invested in the Institutional Class of the Advisor funds. In addition,
accounts other than an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly a Keogh/H.R. 10 plan) in the
program must be managed on a discretionary basis;
3. Trust institution and bank trust department managed account
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Accounts managed by third parties are not eligible to purchase
Institutional Class shares;
4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;
5. Current or former Trustees or officers of a Fidelity fund or
current or retired officers, directors, or regular employees of FMR
Corp. or FIL or their direct or indirect subsidiaries (Fidelity
Trustee or employee), spouses of Fidelity Trustees or employees,
Fidelity Trustees or employees acting as a custodian for a minor
child, or persons acting as trustee of a trust for the sole benefit of
the minor child of a Fidelity Trustee or employee; and
6. Insurance company programs for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R. 10
plans) that (i) charge an asset-based fee and (ii) will have at least
$1 million invested in the Institutional Class of the Advisor funds.
Insurance company programs for employee benefit plans, 403(b) programs
and plans covering sole-proprietors (formerly Keogh/H.R. 10 plans)
include such programs offered by a broker-dealer affiliate of an
insurance company, provided that the affiliate is not part of an
organization primarily engaged in the brokerage business.
For purchases made by managed account programs, insurance company
separate accounts or insurance company programs for employee benefit
plans, 403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans), Fidelity reserves the right to waive the
requirement that $1 million be invested in the Institutional Class of
the Advisor funds.
FOR CLASS A AND CLASS T SHARES ONLY
FINDER'S FEE. For all funds, on eligible purchases of (i) Class A
shares in amounts of $1 million or more that qualify for a Class A
load waiver, (ii) Class A shares in amounts of $25 million or more, or
(iii) Class T shares in amounts of $1 million or more, investment
professionals will be compensated with a fee at the rate of 0.25% of
the purchase amount. Except as provided below, Class A eligible
purchases are the following purchases made through broker-dealers and
banks: an individual trade of $25 million or more; an individual trade
of $1 million or more that is load waived; a trade which brings the
value of the accumulated account(s) of an investor (including an
employee benefit plan (except a SEP or SARSEP plan or a plan covering
self-employed individuals and their employees (formerly a Keogh/H.R.
10 plan)) or 403(b) program) past $25 million; a load waived trade
that brings the value of the accumulated account(s) of an investor
(including an employee benefit plan (except a SEP or SARSEP plan or a
plan covering self-employed individuals and their employees (formerly
a Keogh/H.R. 10 plan)) or 403(b) program) past $1 million; a trade for
an investor with an accumulated account value of $25 million or more;
a load waived trade for an investor with an accumulated account value
of $1 million or more; an incremental trade toward an investor's $25
million "Letter of Intent;" and an incremental load waived trade
toward an investor's $1 million "Letter of Intent." Except as provided
below, Class T eligible purchases are the following purchases made
through broker-dealers and banks: an individual trade of $1 million or
more; a trade which brings the value of the accumulated account(s) of
an investor (including an employee benefit plan (except a SEP or
SARSEP plan or a plan covering self-employed individuals and their
employees (formerly a Keogh/H.R. 10 plan)) or 403(b) program) past $1
million; a trade for an investor with an accumulated account value of
$1 million or more; and an incremental trade toward an investor's $1
million "Letter of Intent."
Shares held by an insurance company separate account will be
aggregated at the client (e.g., the contract holder or plan sponsor)
level, not at the separate account level. Upon request, anyone
claiming eligibility for the 0.25% fee with respect to shares held by
an insurance company separate account must provide FDC access to
records detailing purchases at the client level.
For the purpose of determining the availability of Class A or Class T
finder's fees, purchases of Class A or Class T shares made (i) with
the proceeds from the redemption of shares of any Fidelity fund or
(ii) by the Fidelity Investments Charitable Gift Fund, will not be
considered "eligible purchases."
Except as provided below, any assets on which a finder's fee has been
paid will bear a contingent deferred sales charge (Class A or Class T
CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor Funds, or Daily Money Class shares of Treasury Fund,
Prime Fund or Tax-Exempt Fund, for a period of at least one
uninterrupted year. The Class A or Class T CDSC will be 0.25% of the
lesser of the cost of the Class A or Class T shares, as applicable, at
the initial date of purchase or the value of those Class A or Class T
shares, as applicable, at redemption, not including any reinvested
dividends or capital gains. Class A and Class T shares acquired
through distributions (dividends or capital gains) will not be subject
to a Class A or Class T CDSC. In determining the applicability and
rate of any Class A or Class T CDSC at redemption, Class A or Class T
shares representing reinvested dividends and capital gains will be
redeemed first, followed by those Class A or Class T shares that have
been held for the longest period of time.
Investment professionals must notify FDC in advance of a purchase
eligible for a finder's fee, and may be required to enter into an
agreement with FDC in order to receive the finder's fee.
The Class A or Class T CDSC will not apply to the redemption of
shares:
1. Held by insurance company separate accounts;
2. For plan loans or distributions or exchanges to non-Advisor fund
investment options from employee benefit plans (except shares of
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)
purchased on or after February 11, 1999) and 403(b) programs; or
3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs,
SIMPLE IRAs, SEPs, SARSEPS and plans covering a sole proprietor or
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans).
A waiver form must accompany these transactions.
CLASS A AND CLASS T SHARES ONLY
COMBINED PURCHASE, RIGHTS OF ACCUMULATION AND LETTER OF INTENT
PROGRAMS. The following qualify as an "individual" or "company" for
the purposes of determining eligibility for the Combined Purchase,
Rights of Accumulation or Letter of Intent program: an individual,
spouse and their children under age 21 purchasing for his/her or their
own account; a trustee, administrator or other fiduciary purchasing
for a single trust estate or a single fiduciary account or for a
single or parent-subsidiary group of "employee benefit plans" (except
SEP and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs;
and tax-exempt organizations (as defined in Section 501(c)(3) of the
Internal Revenue Code).
COMBINED PURCHASE. For your purchases to be aggregated for the purpose
of qualifying for the Combined Purchase program, they must be made on
the same day through one investment professional.
RIGHTS OF ACCUMULATION. The current value of your holdings is
determined at the NAV at the close of business on the day you purchase
the Class A or Class T shares to which the current value of your
holdings will be added. For your purchases and holdings to be
aggregated for the purpose of qualifying for the Rights of
Accumulation program, they must have been made through one investment
professional.
LETTER OF INTENT. You must file your Letter of Intent (Letter) with
Fidelity within 90 days of the start of your purchases toward
completing your Letter. For your purchases to be aggregated for the
purpose of completing your Letter, they must be made through one
investment professional. Your initial purchase toward completing your
Letter must be at least 5% of the total investment specified in your
Letter. Fidelity will register Class A or Class T shares equal to 5%
of the total investment specified in your Letter in your name and will
hold those shares in escrow. You will earn income, dividends and
capital gain distributions on escrowed Class A and Class T shares. The
escrow will be released when you complete your Letter. You are not
obligated to complete your Letter. If you do not complete your Letter,
Fidelity will provide you with 30-days' written notice to pay the
increased front-end sales charges due. If you do not pay the increased
front-end sales charges within 30 days, Fidelity will redeem
sufficient escrowed Class A or Class T shares to pay any applicable
front-end sales charges. If you purchase more than the amount
specified in your Letter and qualify for additional Class A or Class T
front-end sales charge reductions, the front-end sales charge will be
adjusted to reflect your total purchase at the end of 13 months and
the surplus amount will be applied to your purchase of additional
Class A or Class T shares at the then-current offering price
applicable to the total investment.
ALL CLASSES
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are
valued in computing each class's NAV. Shareholders receiving
securities or other property on redemption may realize a gain or loss
for tax purposes, and will incur any costs of sale, as well as the
associated inconveniences.
DISTRIBUTIONS AND TAXES
DIVIDENDS. A portion of each fund's income may qualify for the
dividends-received deduction available to corporate shareholders to
the extent that the fund's income is derived from qualifying
dividends. Because each fund may earn other types of income, such as
interest, short-term capital gains, and non-qualifying dividends, the
percentage of dividends from the fund that qualifies for the deduction
generally will be less than 100%. A portion of each fund's dividends
derived from certain U.S. Government securities and securities of
certain other investment companies may be exempt from state and local
taxation.
CAPITAL GAIN DISTRIBUTIONS. Each fund's long-term capital gain
distributions are federally taxable to shareholders generally as
capital gains.
[As of November 30, 1999, ____________ had a capital loss
carryforward aggregating approximately $____. This loss
carryfor ward , of which $___, $___, and $___will expire on
November 30, 20__, 20__, and 20__, respectively, is available to
offset future capital gains.]
RETURNS OF CAPITAL. If a fund's distributions exceed its taxable
income and capital gains realized during a taxable year, all or a
portion of the distributions made in the same taxable year may be
recharacterized as a return of capital to shareholders. A return of
capital distribution will generally not be taxable, but will reduce
each shareholder's cost basis in the fund and result in a higher
reported capital gain or lower reported capital loss when those shares
on which the distribution was received are sold.
FOREIGN TAX CREDIT OR DEDUCTION. Foreign governments may withhold
taxes on dividends and interest earned by a fund with respect to
foreign securities. Foreign governments may also impose taxes on other
payments or gains with respect to foreign securities. Because each
fund does not currently anticipate that securities of foreign issuers
will constitute more than 50% of its total assets at the end of its
fiscal year, shareholders should not expect to be eligible to claim a
foreign tax credit or deduction on their federal income tax returns
with respect to foreign taxes withheld.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income
and capital gains distributed to shareholders. In order to qualify as
a regulated investment company, and avoid being subject to federal
income or excise taxes at the fund level, each fund intends to
distribute substantially all of its net investment income and net
realized capital gains within each calendar year as well as on a
fiscal year basis, and intends to comply with other tax rules
applicable to regulated investment companies.
OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of a fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income
taxes, shareholders may be subject to state and local taxes on fund
distributions, and shares may be subject to state and local personal
property taxes. Investors should consult their tax advisers to
determine whether a fund is suitable to their particular tax
situation.
TRUSTEES AND OFFICERS
The Trustees, Members of the Advisory Board, and executive officers of
the trust are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The
Trustees are experienced executives who meet periodically throughout
the year to oversee each fund's activities, review contractual
arrangements with companies that provide services to each fund, and
review each fund's performance. Except as indicated, each individual
has held the office shown or other offices in the same company for the
last five years. All persons named as Trustees and Members of the
Advisory Board also serve in similar capacities for other funds
advised by FMR or its affiliates. The business address of each
Trustee, Member of the Advisory Board, and officer who is an
"interested person" (as defined in the 1940 Act) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR.
The business address of all the other Trustees is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation
with either the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (69), Trustee and President, is Chairman,
Chief Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman
and a Director of Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.; and a Director of FDC. Abigail Johnson, Vice
President of Advisor Mid Cap, Advisor Retirement Growth, Advisor
Equity Growth, Advisor Large Cap, Advisor Dividend Growth, and Advisor
Growth Opportunities, is Mr. Johnson's daughter.
ABIGAIL P. JOHNSON (37) , is Vice President of certain Equity
Funds (1997), and is a Director of FMR Corp. (1994). Before assuming
her current responsibilities, Ms. Johnson managed a number of Fidelity
funds. Edward C. Johnson 3d, Trustee and President of the Funds, is
Ms. Johnson's father.
J. GARY BURKHEAD (58), M ember of the Advisory Board (1997), is
Vice Chairman and a Member of the Board of Directors of FMR Corp.
(1997) and President of Fidelity Personal Investments and Brokerage
Group (1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.
RALPH F. COX (67) , Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 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 USA Waste Services,
Inc. (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 (67), Trustee. Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of
BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores),
and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of
the President's Advisory Council of The University of Vermont School
of Business Administration.
ROBERT M. GATES ( 56) , Trustee (1997), is a consultant, author,
and lecturer (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 a Director of LucasVarity 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). Mr. Gates also is a Trustee of the Forum for International
Policy and of the Endowment Association of the College of William and
Mary. In addition, he is a member of the National Executive Board of
the Boy Scouts of America.
E. BRADLEY JONES (72), Tr ustee. Prior to his retirement in
1984, Mr. Jones was Chairman and Chief Executive Officer of LTV Steel
Company. He is a Director of TRW Inc. (original equipment and
replacement products), 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
manufacturing, 1985-1995), Hyster-Yale Materials Handling, Inc.
(1985-1995), and Cleveland-Cliffs Inc (mining), and as a Trustee of
First Union Real Estate Investments. In addition, he serves as a
Trustee of the Cleveland Clinic Foundation, where he has also been a
member of the Executive Committee as well as Chairman of the Board and
President, a Trustee and member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida.
DONALD J. KIRK ( 67), Trustee, is Executive-in-Residence (1995)
at Columbia University Graduate School of Business and a financial
consultant. From 1987 to January 1995, Mr. Kirk was a Professor at
Columbia University Graduate School of Business. Prior to 1987, he was
Chairman of the Financial Accounting Standards Board. Mr. Kirk
previously served as a Director of General Re Corporation
(reinsurance, 1987-1998) and Valuation Research Corp. (appraisals and
valuations, 1993-1995). He serves as Chairman of the Board of
Directors of National Arts Stabilization Inc., Chairman of the Board
of Trustees of the Greenwich Hospital Association, Director of the
Yale-New Haven Health Services Corp. (1998), 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).
NED C. LAUTENBACH (55), Member of the Advisory Board (1999), has
been a partner of Clayton, Dubilier & Rice, Inc. (private equity
investment firm) since September 1998. Mr. Lautenbach was Senior Vice
President of IBM Corporation from 1992 until his retirement in July
1998. From 1993 to 1995 he was Chairman of IBM World Trade
Corporation. He also was a member of IBM's Corporate Executive
Committee from 1994 to July 1998. He is a Director of PPG Industries
Inc. (glass, coating and chemical manufacturer), Dynatech Corporation
(global communications equipment), Eaton Corporation (global
manufacturer of highly engineered products) and ChoicePoint Inc. (data
identification, retrieval, storage, and analysis).
*PETER S. LYNCH ( 56), Trustee, is Vice Chairman and Director of
FMR. 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). 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 (66), T rustee (1997), is the Vice President of
Finance for the University of North Carolina (16-school system, 1995).
Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman
of the Board of BellSouth Corporation (telecommunications, 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), Carolina Power and Light Company
(electric utility, 1996), and the 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 (71), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director of 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 and Brush-Wellman Inc. (metal
refining) from 1983-1997.
MARVIN L. MANN (66), Trustee (1993), is Chairman of the Board,
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), Imation Corp. (imaging and
information storage, 1997).
*ROBERT C. POZEN (53), Trustee (1997) and Senior Vice
President, is also President and a Director of FMR (1997); and
President and a Director of Fidelity Investments Money Management,
Inc. (1998), Fidelity Management & Research (U.K.) Inc. (1997), and
Fidelity Management & Research (Far East) Inc. (1997). Previously, Mr.
Pozen served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.
THOMAS R. WILLIAMS (71), Trustee, is President of The Wales
Group, Inc. (management and financial advisory services). Prior to
retiring in 1987, Mr. Williams served as Chairman of the Board of
First Wachovia Corporation (bank holding company), and Chairman and
Chief Executive Officer of The First National Bank of Atlanta and
First Atlanta Corporation (bank holding company). He is currently a
Director of ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants,
1992).
BART A. GRENIER (40), is Vice President of certain High-Income
Bond Funds (1997) and certain Equity Funds (1999). Mr. Grenier
rejoined Fidelity in August 1997 from DDJ Capital Management, LLC,
where he had served as Managing Director since April 1997. Mr. Grenier
originally joined Fidelity in 1991 as a senior analyst. Mr. Grenier
served as a Director of High-Income Group Research and as Director of
U.S. Equity Research from 1994 to March 1996. He later became Group
Leader of the Income-Growth and Asset Allocation-Income Groups in 1996
and Assistant Equity Division Head in 1997.
ROBERT A. LAWRENCE (47), is Vice President of certain Equity
Funds (1997), Vice President of Fidelity Real Estate High Income Fund
(1995) and Fidelity Real Estate High Income Fund II (1996), and Senior
Vice President of FMR (1993).
RICHARD A. SPILLANE, JR. (48), is Vice President of certain
Equity Funds and Senior Vice President of FMR (1997). Since joining
Fidelity, Mr. Spillane is Chief Investment Officer for Fidelity
International, Limited. Prior to that position, Mr. Spillane served as
Director of Research.
J OHN D. AVERY (35), is Vice President of Advisor Balanced (1999)
and another fund advised by FMR. Since joining Fidelity in 1995, Mr.
Avery worked as a research analyst and portfolio assistant for several
other Fidelity funds.
C. ROBERT CHOW (38) , is Vice President of Advisor Equity Income
(1998). Prior to his current responsibilities, Mr. Chow worked as an
analyst and managed several other Fidelity funds.
DAVID FELMAN (34), is Vice President of Advisor Mid Cap (1999) and
another fund advised by FMR. Prior to his current responsibilities,
Mr. Felman managed a variety of Fidelity funds.
KAREN FIRESTONE (43), is Vice President of Advisor Large Cap
(1999). Ms. Firestone is also a vice president of Fidelity Management
Trust Company, the unit of Fidelity which serves institutional
investment businesses worldwide by managing assets for corporate and
public employee retirement funds, endowments, foundations, and other
major institutions. Prior to her current responsibilities, Ms.
Firestone managed a variety of Fidelity funds.
KEVIN E. GRANT (39) , is Vice President of Advisor Balanced
(1996) and other funds advised by FMR. Since joining Fidelity in 1993,
Mr. Grant managed a variety of Fidelity funds.
RICHARD C. HABERMANN ( 59), is Vice President of Advisor Asset
Allocation (1998) and other funds advised by FMR. He is also a Senior
Vice President of FMR (1993). Prior to his current responsibilities,
Mr. Habermann managed a variety of Fidelity funds.
TIM A. KROCHUK (30), is Vice President of Advisor TechnoQuant
Growth and another fund advised by FMR. Since joining Fidelity in
1992, Mr. Krochuk worked as a research associate and quantitative
analyst. He also managed several Fidelity funds.
HARRY W. LANGE (47), i s Vice President of Advisor Small Cap
(1998) and another fund advised by FMR. Prior to his current
responsibilities, Mr. Lange managed a variety of Fidelity funds.
HARRIS LEVITON (38), is Vice President of Advisor Value
Strategies (1996). Prior to his current responsibilities, Mr. Leviton
managed a variety of Fidelity funds.
CHARLES MANGUM (35), is Vice President of Advisor Dividend
Growth (1998) and another fund advised by FMR. Prior to his current
responsibilities, Mr. Mangum managed a variety of Fidelity funds.
J. FERGUS SHIEL (42) , is Vice President of Advisor Retirement
Growth (1998) and other funds advised by FMR. Prior to his current
responsibilities, Mr. Shiel managed a variety of Fidelity funds.
BETH TERRANA (42), is Vice President of Advisor Growth & Income
(1996), and other funds advised by FMR. Ms. Terrana is also a Senior
Vice President of FMR (1993). Prior to her current responsibilities,
Ms. Terrana managed a variety of Fidelity funds.
JENNIFER S. UHRIG (38), is V ice President of Advisor Equity
Growth (1997), and another fund advised by FMR. Prior to her current
responsibilities, Ms. Uhrig managed a variety of Fidelity funds.
GEORGE A. VANDERHEIDEN (53) , is Vice President of Advisor
Growth Opportunities, and other funds advised by FMR. Prior to his
current responsibilities, Mr. Vanderheiden managed a variety of
Fidelity funds.
ERIC D. ROITER (51) , Secretary (1998), is Vice President (1998)
and General Counsel of FMR (1998) and Vice President and Clerk of FDC
(1998). Prior to joining Fidelity, Mr. Roiter was with the law firm of
Debevoise & Plimpton, as an associate (1981-1984) and as a partner
(1985-1997), and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981). Mr. Roiter was an
Adjunct Member, Faculty of Law, at Columbia University Law School
(1996-1997).
RICHARD A. SILVER (52), T reasurer (1997), is Treasurer of the
Fidelity funds and is an employee of FMR (1997). Before joining FMR,
Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).
MATTHEW N. KARSTETTER (38), Deputy Treasurer (1998), is Deputy
Treasurer of the Fidelity funds and is an employee of FMR (1998).
Before joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at American
Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter
was Vice President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).
JOHN H. COSTELLO (53), Assistant Treasurer, is an employee of
FMR.
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, 1999, or
calendar year ended December 31, 1998, as applicable.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION FROM A Edward C. Johnson 3d** Abigail P. Johnson** J. Gary Burkhead** Ralph F. Cox
FUND
Advisor TechnoQuant Growth[B] $ 0 $ 0 $ 0 $
Advisor Small Cap[B] $ 0 $ 0 $ 0 $
Advisor Value Strategies[B] $ 0 $ 0 $ 0 $
Advisor MidCap[B] $ 0 $ 0 $ 0 $
Advisor Retirement Growth[B]+ $ 0 $ 0 $ 0 $
Advisor Equity Growth[B] $ 0 $ 0 $ 0 $
Advisor Large Cap[B] $ 0 $ 0 $ 0 $
Advisor Dividend Growth[B]+ $ 0 $ 0 $ 0 $
Advisor Growth Opportunities $ 0 $ 0 $ 0 $
[B]
Advisor Growth & Income[B] $ 0 $ 0 $ 0 $
Advisor Equity Income[B] $ 0 $ 0 $ 0 $
Advisor Asset Allocation[B]+ $ 0 $ 0 $ 0 $
Advisor Balanced[B] $ 0 $ 0 $ 0 $
TOTAL COMPENSATION FROM THE $ 0 $ 0 $ 0 $
FUND COMPLEX*,A
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION FROM A Phyllis Burke Davis Robert M. Gates E. Bradley Jones Donald J. Kirk Ned C. Lautenbach***
FUND
Advisor TechnoQuant Growth[B] $ $ $ $ $ 0
Advisor Small Cap[B] $ $ $ $ $ 0
Advisor Value Strategies[B] $ $ $ $ $ 0
Advisor MidCap[B] $ $ $ $ $ 0
Advisor Retirement Growth[B]+ $ $ $ $ $ 0
Advisor Equity Growth[B] $ $ $ $ $ 0
Advisor Large Cap[B] $ $ $ $ $ 0
Advisor Dividend Growth[B]+ $ $ $ $ $ 0
Advisor Growth Opportunities $ $ $ $ $ 0
[B]
Advisor Growth & Income[B] $ $ $ $ $ 0
Advisor Equity Income[B] $ $ $ $ $ 0
Advisor Asset Allocation[B]+ $ $ $ $ $ 0
Advisor Balanced[B] $ $ $ $ $ 0
TOTAL COMPENSATION FROM THE $ $ $ $ $ 0
FUND COMPLEX*,A
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION
FROM A Peter S. Lynch** William O. McCoy Gerald C. Mc-Donough Marvin L. Mann Robert C. Pozen**
FUND
Advisor TechnoQuant
Growth[B] $ 0 $ $ $ $ 0
Advisor Small Cap[B] $ 0 $ $ $ $ 0
Advisor Value Strategies[B] $ 0 $ $ $ $ 0
Advisor MidCap[B] $ 0 $ $ $ $ 0
Advisor Retirement
Growth[B]+ $ 0 $ $ $ $ 0
Advisor Equity Growth[B] $ 0 $ $ $ $ 0
Advisor Large Cap[B] $ 0 $ $ $ $ 0
Advisor Dividend
Growth[B]+ $ 0 $ $ $ $ 0
Advisor Growth
Opportunities{B} $ 0 $ $ $ $ 0
Advisor Growth &
Income[B] $ 0 $ $ $ $ 0
Advisor Equity Income[B] $ 0 $ $ $ $ 0
Advisor Asset
Allocation[B]+ $ 0 $ $ $ $ 0
Advisor Balanced[B] $ 0 $ $ $ $ 0
TOTAL COMPENSATION
FROM THE $ 0 $ $ $ 0
FUND COMPLEX*,A
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION FROM A Thomas R. Williams
FUND
Advisor TechnoQuant Growth[B] $
Advisor Small Cap[B] $
Advisor Value Strategies[B] $
Advisor MidCap[B] $
Advisor Retirement Growth[B]+ $
Advisor Equity Growth[B] $
Advisor Large Cap[B] $
Advisor Dividend Growth[B]+ $
Advisor Growth Opportunities $
[B]
Advisor Growth & Income[B] $
Advisor Equity Income[B] $
Advisor Asset Allocation[B]+ $
Advisor Balanced[B] $
TOTAL COMPENSATION FROM THE $
FUND COMPLEX*,A
</TABLE>
* Information is for the calendar year ended December 31, 1998 for
237 funds in the complex.
** Interested Trustees of the funds and Mr. Burkhead are
compensated by FMR.
***During the period from October 14, 1999 through October 31,
1999, Mr. Lautenbach served as a member of the Advisory Board.
+ Estimated
A Compensation figures include cash, amounts required to be
deferred, and may include amounts deferred at the election of
Trustees. For the calendar year ended December 31, 1998, the Trustees
accrued required deferred compensation from the funds as follows:
Ralph F. Cox, $75,000; Phyllis Burke Davis, $75,000; Robert M. Gates,
$75,000; E. Bradley Jones, $75,000; Donald J. Kirk, $75,000; William
O. McCoy, $75,000; Gerald C. McDonough, $87,500; Marvin L. Mann,
$75,000; and Thomas R. Williams, $75,000. Certain of the
non-interested Trustees elected voluntarily to defer a portion of
their compensation as follows: Ralph F. Cox, $55,039; Marvin L. Mann,
$55,039; Thomas R. Williams, $63,433; and William O. McCoy,
$55,039.
[B Compensation figures include cash, and may include amounts
required to be deferred and amounts deferred at the election of
Trustees.]
[C The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]
[D The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]
[E The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]
[F The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]
[G Certain of the non-interested Trustees' aggregate compensation
from a fund includes accrued voluntary deferred compensation as
follows: ____________, ____________, ____________; ____________,
____________, ____________; and ____________, _____________,
____________.]
Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are subject to vesting and are treated as though equivalent
dollar amounts had been invested in shares of a cross-section of
Fidelity funds including funds in each major investment discipline and
representing a majority of Fidelity's assets under management (the
Reference Funds). The amounts ultimately received by the Trustees
under the Plan will be directly linked to the investment performance
of the Reference Funds. Deferral of fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services
of any Trustee or to pay any particular level of compensation to the
Trustee. A fund may invest in the Reference Funds under the Plan
without shareholder approval.
[As of November 30, 1999, approximately __% of ____________ total
outstanding shares was held by [FMR] [and] [an] [FMR affiliate[s]].
FMR Corp. is the ultimate parent company of [FMR] [and] [this/these]
[FMR affiliate[s]]. By virtue of their ownership interest in FMR
Corp., as described in the "Control of Investment Advisers" section on
page ___, Mr. Edward C. Johnson 3d, President and Trustee of the fund,
and Ms. Abigail P. Johnson, [Vice President of the fund,] may be
deemed to be a beneficial owner of these shares. As of the above date,
with the exception of Mr. Johnson 3d's and Ms. Johnson's deemed
ownership of ____________ shares, the Trustees, Members of the
Advisory Board, and officers of the funds owned, in the aggregate,
less than __% of each fund's total outstanding shares.]
[As of November 30, 1999, the Trustees, Members of the Advisory
Board, and officers of each fund owned, in the aggregate, less than 1%
of each fund's total outstanding shares.]
[As of November 30, 1999, the following owned of record or
beneficially 5% or more (up to and including 25%) of each class's
outstanding shares:]
[As of November 30, 1999, approximately ____% of ____________ total
outstanding shares were held by ____________; approximately ___% of
____________ total outstanding shares were held by ____________; and
approximately ___% of ____________ total outstanding shares were held
by ____________.]
[A shareholder owning of record or beneficially more than 25% of a
fund's outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other
shareholders.]
CONTROL OF INVESTMENT ADVISERS
FMR Corp., organized in 1972, is the ultimate parent company of FMR,
FIMM, FMR U.K. and FMR Far East. The voting common stock of FMR Corp.
is divided into two classes. Class B is held predominantly by members
of the Edward C. Johnson 3d family and is entitled to 49% of the vote
on any matter acted upon by the voting common stock. Class A is held
predominantly by non-Johnson family member employees of FMR Corp. and
its affiliates and is entitled to 51% of the vote on any such matter.
The Johnson family group and all other Class B shareholders have
entered into a shareholders' voting agreement under which all Class B
shares will be voted in accordance with the majority vote of Class B
shares. Under the 1940 Act, control of a company is presumed where one
individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting
common stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the 1940 Act, to
form a controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.
Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that sets forth all
employees' fiduciary responsibilities regarding the funds, establishes
procedures for personal investing and restricts certain transactions.
For example, all personal trades in most securities require
pre-clearance, and participation in initial public offerings is
prohibited. In addition, restrictions on the timing of personal
investing in relation to trades by Fidelity funds and on short-term
trading have been adopted.
MANAGEMENT CONTRACTS
Each fund has entered into a management contract with FMR, pursuant to
which FMR furnishes investment advisory and other services.
MANAGEMENT SERVICES. Under the terms of its management contract with
each fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, directs the investments of the
fund in accordance with its investment objective, policies and
limitations. FMR also provides each fund with all necessary office
facilities and personnel for servicing the fund's investments,
compensates all officers of each fund and all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of each
fund or FMR performing services relating to research, statistical and
investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal securities laws and
making necessary filings under state securities laws; developing
management and shareholder services for each fund; and furnishing
reports, evaluations and analyses on a variety of subjects to the
Trustees.
MANAGEMENT-RELATED EXPENSES. In addition to the management fee payable
to FMR and the fees payable to the transfer, dividend
disbursi ng, and shareholder servicing agent, pricing and
bookkeeping agent, and the costs associated with securities lending,
as applicable, each fund or each class thereof, as applicable, pays
all of its expenses that are not assumed by those parties. Each fund
pays for the typesetting, printing, and mailing of its proxy materials
to shareholders, legal expenses, and the fees of the custodian,
auditor, and non-interested Trustees. Each fund's management contract
further provides that the fund will pay for typesetting, printing, and
mailing prospectuses, statements of additional information, notices,
and reports to shareholders; however, under the terms of each fund's
transfer agent agreement, the transfer agent bears the costs of
providing these services to existing shareholders of the applicable
classes. Other expenses paid by each fund include interest, taxes,
brokerage commissions, the fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary
filings under state securities laws. Each fund is also liable for such
non-recurring expenses as may arise, including costs of any litigation
to which the fund may be a party, and any obligation it may have to
indemnify its officers and Trustees with respect to litigation.
MANAGEMENT FEES. For the services of FMR under the management
contract, each fund (except Advisor Value Strategies and
Advisor Growth Opportunities) pays FMR a monthly management fee which
has two components: a group fee rate and an individual fund fee rate.
For the services of FMR under the management contract, Advisor
Value Strategies and Advisor Growth Opportunities pays FMR a
monthly management fee which has two components: a basic fee, which is
the sum of a group fee rate and an individual fund fee rate, and a
performance adjustment based on a comparison of Advisor Value
Strategies' and Advisor Growth Opportunities' performance to that of
the S&P 500.
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.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
Average Group Assets Annualized Rate Group Net Assets Effective Annual Fee Rate
0 - $3 billion .5200% $ 1 billion .5200%
3 - 6 .4900 50 .3823
6 - 9 .4600 100 .3512
9 - 12 .4300 150 .3371
12 - 15 .4000 200 .3284
15 - 18 .3850 250 .3219
18 - 21 .3700 300 .3163
21 - 24 .3600 350 .3113
24 - 30 .3500 400 .3067
30 - 36 .3450 450 .3024
36 - 42 .3400 500 .2982
42 - 48 .3350 550 .2942
48 - 66 .3250 600 .2904
66 - 84 .3200 650 .2870
84 - 102 .3150 700 .2838
102 - 138 .3100 750 .2809
138 - 174 .3050 800 .2782
174 - 210 .3000 850 .2756
210 - 246 .2950 900 .2732
246 - 282 .2900 950 .2710
282 - 318 .2850 1,000 .2689
318 - 354 .2800 1,050 .2669
354 - 390 .2750 1,100 .2649
390 - 426 .2700 1,150 .2631
426 - 462 .2650 1,200 .2614
462 - 498 .2600 1,250 .2597
498 - 534 .2550 1,300 .2581
534 - 587 .2500 1,350 .2566
587 - 646 .2463 1,400 .2551
646 - 711 .2426
711 - 782 .2389
782 - 860 .2352
860 - 946 .2315
946 - 1,041 .2278
1,041 - 1,145 .2241
1,145 - 1,260 .2204
over - 1,260 .2167
</TABLE>
The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule
above 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
rat e at $___ billion of group net assets - the approximate level
for November 1999 - was __%, which is the weighted average of the
respective fee rates for each level of group net assets up to $__
billion.
The individual fund fee rate for each fund (except Advisor Value
Strategies and Advisor Growth Opportunities) is set forth in the
following chart. Based on the average group net assets of the funds
advised by FMR for November 1999, each fund's annual management
fee rate would be calculated as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Group Fee Rate Individual Fund Fee Rate Management Fee Rate
Advisor TechnoQuant Growth % + 0.30% = %
Advisor Small Cap % + 0.45% = %
Advisor Mid Cap % + 0.30% = %
Advisor Retirement Growth % + 0.30% = %
Advisor Equity Growth % + 0.30% = %
Advisor Large Cap % + 0.30% = %
Advisor Dividend Growth % + 0.30% = %
Advisor Growth & Income % + 0.20% = %
Advisor Equity Income % + 0.20% = %
Advisor Asset Allocation % + 0.30% = %
Advisor Balanced % + 0.15% = %
</TABLE>
The individual fund fee rate for Advisor Value Strategies and
Advisor Growth Opportunities is 0.30%. Based on the average group net
assets of the funds advised by FMR for November 1999, each fund's
annual basic fee rate would be calculated as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Group Fee Rate Individual Fund Fee Rate Basic Fee Rate
Advisor Value Strategies % + 0.30% = %
Advisor Growth Opportunities % + 0.30% = %
</TABLE>
One-twelfth of the basic fee rate or the management fee rate, as
applicable, is applied to each fund's average net assets for the
month, giving a dollar amount which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee for Advisor
Growth Opportuniti es is subject to upward or downward adjustment,
depending upon whether, and to what extent, the fund's investment
performance for the performance period exceeds, or is exceeded by, the
record over the same period of the S&P 500. The performance period
consists of the most recent month plus the previous 35 months.
The basic fee for Advisor Value Strategies is subject to downward
adjustment, depending upon whether, and to what extent, the fund's
investment performance for the performance period is exceeded by the
record over the same period of the S&P 500. The performance period
consists of the most recent month plus the previous 35 months. After
December 31, 2000, no performance adjustment will be applied to the
basic fee for Advisor Value Strategies.
Each percentage point of difference, calculated to the nearest 0.01%
( for Advisor Growth Opportuni ties (up to a maximum difference
of (plus/minus)10.00)) is multiplied by a performance adjustment rate
of 0.02%.
Each percentage point of difference, calculated to the nearest
0.01% (up to a maximum difference of -10.00 (for Advisor Value
Strategies)) is multiplied by a performance adjustment rate of
0.02%.
For the purposes of calculating the performance adjustment for each
of Advisor Value Strategies and Advisor Growth Opportunities,
the fund's investment performance will be based on the average
performance of all classes of the fund weighted according to their
average assets for each month in the performance period.
The performance comparison is made at the end of each month. One
twelfth (1/12) of this rate is then applied to each fund's average net
assets throughout the month, giving a dollar amount which will be
added to (or subtracted from) the basic fee.
The maximum annualized performance adjustment rate is
(plus/minus)0.20% (for A dvisor Growth Opportunitie s) of the
fund's average net assets over the performance period.
The maximum annualized performance adjustment rate is limited to
- -0.20% (for Advisor Value Strategies) of the fund's average net assets
over the performance period.
A class's performance is calculated based on change in NAV. For
purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by the class are treated as if
reinvested in that class's shares at the NAV as of the record date for
payment.
The record of the Index is based on change in value and is adjusted
for any cash distributions from the companies whose securities compose
the Index. Because the adjustment to the basic fee is based on a
fund's performance compared to the investment record of the Index, the
controlling factor is not whether the fund's performance is up or down
per se, but whether it is up or down more or less than the record of
the Index. Moreover, the comparative investment performance of each
fund is based solely on the relevant performance period without regard
to the cumulative performance over a longer or shorter period of time.
The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years, and the amount of
negative or positive performance adjustments to the management fees
paid by Advisor Value Strategies and Advisor Growth
Opportunities.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FISCAL YEAR ENDED PERFORMANCE ADJUSTMENT MANAGEMENT FEES PAID TO FMR
ADVISOR TECHNOQUANT GROWTH
1999 11/30 N/A $
1998 11/30 N/A 208,740
1997** 11/30 N/A 135,400
ADVISOR SMALL CAP
1999 11/30 N/A
1998*** 11/30 N/A 104,572
ADVISOR VALUE STRATEGIES#
1999 11/30 *
1998 11/30 1,343,174 (downward) 2,375,350*
1/1/97 - 11/30/97 11/30 1,112,763 (downward) 2,293,268*
[1996 12/31 962,281 (downward) 3,621,407*]
ADVISOR MID CAP
1999 11/30 N/A
1998 11/30 N/A 2,834,821
1997 11/30 N/A 2,182,332
ADVISOR RETIREMENT GROWTH
1999**** 11/30 N/A
ADVISOR EQUITY GROWTH
1999 11/30 N/A
1998 11/30 N/A 34,349,874
1997 11/30 N/A 30,254,233
ADVISOR LARGE CAP
1999 11/30 N/A
1998 11/30 N/A 585,604
1997 11/30 N/A 364,913
ADVISOR DIVIDEND GROWTH
1999**** 11/30 N/A
ADVISOR GROWTH OPPORTUNITIES
1999 11/30 *
1998 11/30 31,888,352 (downward) 113,054,160*
11/1/97 - 11/30/97 11/30 2,127,105 (downward) 8,283,249*
1997 10/31 19,295,278 (downward) 86,854,055*
ADVISOR GROWTH & INCOME
1999 11/30 N/A
1998 11/30 N/A 2,243,407
1997** 11/30 N/A 385,672
ADVISOR EQUITY INCOME
1999 11/30 N/A
1998 11/30 N/A 19,202,591(dagger)
1997 11/30 N/A 14,927,663(dagger)
ADVISOR ASSET ALLOCATION
1999**** 11/30 N/A
ADVISOR BALANCED
1999 11/30 N/A
11/1/98 - 11/30/98 11/30 N/A 1,134,504
1998 10/31 N/A 13,700,950
1997 10/31 N/A 13,236,926
</TABLE>
* Including the amount of the performance adjustment.
** Advisor TechnoQuant Growth and Advisor Growth & Income commenced
operations on December 31, 1996.
*** Advisor Small Cap commenced operations on September 9,
1998.
**** Advisor Retirement Growth, Advisor Dividend Growth, and
Advisor Asset Allocation commenced operations on December 28,
1998.
(dagger) Prior to December 1, 1998, Advisor Equity Income paid FMR
a monthly management fee at an annual rate of 0.50% of the fund's
average net assets throughout the month.
# Prior to July 1, 1999, Advisor Value Strategies paid FMR a
monthly management fee with two components: a basic fee and a
performance adjustment. The basic fee was subject to upward or
downward adjustment depending on whether, and to what extent, the
fund's investment performance for the performance period exceeded, or
was exceeded by, the record over the same period of the S&P 500. The
maximum annualized performance adjustment rate was (plus/minus)0.20%
of the fund's average net assets over the performance period.
FMR may, from time to time, voluntarily reimburse all or a portion of
a class's operating expenses (exclusive of interest, taxes,
securit ies lending costs, brokerage commissions, and
extraordinary expenses), which is subject to revision or
discontinuance. FMR retains the ability to be repaid for these expense
reimbursements in the amount that expenses fall below the limit prior
to the end of the fiscal year.
Expense reimbursements by FMR will increase a class's returns and
yield, and repayment of the reimbursement by a class will lower its
returns and yield.
[FMR voluntarily agreed to reimburse Class A, Class T, Class B,
Class C, Institutional Class, and Initial Class if and to the extent
that its aggregate operating expenses, including management fees, were
in excess of an annual rate of its average net assets. The table below
shows the periods of reimbursement and levels of expense limitations
for the applicable classes; the dollar amount of management fees
incurred under each fund's contract before reimbursement; and the
dollar amount of management fees reimbursed by FMR under the expense
reimbursement for each period.]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Periods of Expense Limitation Aggregate Operating Expense Fiscal Years Ended November 30
From To Limitation
Advisor TechnoQuant
Growth- Class A December 1, 1998 --- 1.30% 1999
Class A
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Management Fee Before Amount of Management Fee
Reimbursement Reimbursement
Advisor TechnoQuant Growth- $ $
Class A
</TABLE>
SUB-ADVISERS. On behalf of Advisor Asset Allocation and Advisor
Balanced, FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has responsibility for choosing certain types
of investments for each fund.
Under the terms of the sub-advisory agreements for Advisor Asset
Allocation and Advisor Balanced, FMR pays FIMM fees equal to 50% of
the management fee payable to FMR with respect to that portion of the
fund's assets that are managed by FIMM. The fees paid to FIMM are not
reduced by any voluntary or mandatory expense reimbursements that may
be in effect from time to time.
Fees paid to FIMM by FMR on behalf of Advisor Asset Allocation and
Advisor Balanced for the past three fiscal years are shown in the
table below.
Fund Fiscal Period Ended Fees Paid to FIMM
Advisor Asset Allocation $
1999* November 30 $
Advisor Balanced $
1999 November 30 $
11/1/98-11/30/98 November 30 $
11/1/97-10/31/98 October 31 $
1997 October 31 $
* Advisor Asset Allocation commenced operations on December 28, 1998.
On behalf of each fund, FMR has entered into sub-advisory agreements
with FMR U.K. and FMR Far East. Pursuant to the sub-advisory
agreements, FMR may receive investment advice and research services
outside the United States from the sub-advisers.
On behalf of each fund, FMR may also grant FMR U.K. and FMR Far East
investment management authority as well as the authority to buy and
sell securities if FMR believes it would be beneficial to the funds.
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.
On behalf of each fund, for providing discretionary investment
management and executing portfolio transactions, FMR pays FMR U.K. and
FMR Far East a fee equal to 50% of its monthly management fee rate
(including any performance adjustment) with respect to each fund's
average net assets managed by the sub-adviser on a discretionary
basis.
For providing investment advice and research services, fees paid to
FMR U.K and FMR Far East on behalf of Advisor Value Strategies ,
Advisor Equity Growth, Advisor Growth Opportunities, Advisor Growth &
Income, Advisor Equity Income, [____________] and Advisor Balanced for
the past three fiscal years are shown in the table below.
Fiscal Year Ended FMR U.K. FMR Far East
Advisor TechnoQuant Growth
1999 November 30 $ $
1998 November 30 0 0
1997* November 30 0 0
Advisor Small Cap
1999 November 30
1998** November 30 0 0
Advisor Value Strategies
1999 November 30
1998 November 30 11,125 10,563
1/1/97 - 11/30/97 November 30 28,790 27,433
[1996 December 31 24,977 23,484]
Advisor Mid Cap
1999 November 30
1998 November 30 0 0
1997 November 30 0 0
Advisor Retirement Growth
1999*** November 30
Advisor Equity Growth
1999 November 30
1998 November 30 139,746 123,816
1997 November 30 139,178 133,255
Advisor Large Cap
1999 November 30
1998 November 30 0 0
1997 November 30 0 0
Advisor Dividend Growth
1999*** November 30
Advisor Growth Opportunities
1999 November 30
1998 November 30 1,264,405 1,149,662
11/1/97 - 11/30/97 November 30 87,415 77,694
1997 October 31 852,607 809,300
Advisor Growth & Income
1999 November 30
1998 November 30 15,059 13,634
1997* November 30 0 0
Advisor Equity Income
1999 November 30
1998 November 30 189,295 172,720
1997 November 30 89,084 85,667
Advisor Asset Allocation
1999*** November 30
Advisor Balanced
1999 November 30
11/1/98 - 11/30/98 November 30 14,519 11,784
1998 October 31 157,996 144,557
1997 October 31 177,487 166,105
* Advisor TechnoQuant Growth and Advisor Growth & Income commenced
operations on December 31, 1996.
** Advisor Small Cap commenced operations on September 9, 1998.
*** Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
[For discretionary investment management and execution of portfolio
transactions, no fees were paid to FMR U.K and FMR Far East on behalf
of the funds for the past three fiscal years.]
[For discretionary investment management and execution of portfolio
transactions, fees paid to FMR U.K and FMR Far East on behalf of
____________ for the past three fiscal years are shown in the table
below.]
Fiscal Year Ended FMR U.K. FMR Far East
Advisor TechnoQuant Growth
1999 November 30 $ $
1998 November 30 0 0
1997* November 30 0 0
Advisor Small Cap
1999 November 30
1998** November 30 0 0
Advisor Value Strategies
1999 November 30
1998 November 30 0 0
1/1/97 - 11/30/97 November 30 0 0
[1996 December 31 0 0]
Advisor Mid Cap
1999 November 30
1998 November 30 0 0
1997 November 30 0 0
Advisor Retirement Growth
1999*** November 30
Advisor Equity Growth
1999 November 30
1998 November 30 0 0
1997 November 30 0 0
Advisor Large Cap
1999 November 30
1998 November 30 0 0
1997 November 30 0 0
Advisor Dividend Growth
1999*** November 30
Advisor Growth Opportunities
1999 November 30
1998 November 30 0 0
11/1/97 - 11/30/97 November 30 0 0
1997 October 31 0 0
Advisor Growth & Income
1999 November 30
1998 November 30 0 0
1997* November 30 0 0
Advisor Equity Income
1999 November 30
1998 November 30 0 0
1997 November 30 0 0
Advisor Asset Allocation
1999*** November 30
Advisor Balanced
1999 November 30
11/1/98 - 11/30/98 November 30 0 0
1998 October 31 0 0
1997 October 31 0 0
* Advisor TechnoQuant Growth and Advisor Growth & Income commenced
operations on December 31, 1996.
** Advisor Small Cap commenced operations on September 9, 1998.
*** Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
DISTRIBUTION SERVICES
Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. The distribution agreements
call 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 revenues collected and retained by FDC for the past three
fiscal years are shown in the table below.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Sales Charge Revenue CDSC Revenue
Fiscal Year Ended Amount Paid to FDC Amount Retained by FDC Amount Paid to FDC
Advisor TechnoQuant Growth - Nov. 30, 1999 $ $ $
Class A
Nov. 30, 1998 17,545 5,286 0
Nov. 30, 1997* 54,370 30,175 0
Advisor TechnoQuant Growth - Nov. 30, 1999
Class T
Nov. 30, 1998 45,229 11,046 0
Nov. 30, 1997* 111,714 41,936 0
Advisor TechnoQuant Growth - Nov. 30, 1999
Class B
Nov. 30, 1998 N/A N/A 47,726
Nov. 30, 1997* N/A N/A 18,557
Advisor TechnoQuant Growth - Nov. 30, 1999
Class C
Nov. 30, 1998 N/A N/A 422
Nov. 30, 1997* N/A N/A 0
Advisor Small Cap - Class A Nov. 30, 1999
Nov. 30, 1998** 59,118 42,784 0
Advisor Small Cap - Class T Nov. 30, 1999
Nov. 30, 1998** 153,317 75,134 0
Advisor Small Cap - Class B Nov. 30, 1999
Nov. 30, 1998** N/A N/A 5,341
Advisor Small Cap - Class C Nov. 30, 1999
Nov. 30, 1998** N/A N/A 1,436
Advisor Value Strategies - Nov. 30, 1999
Class A
Nov. 30, 1998 70,878 17,322 0
Nov. 30, 1997(dagger) 28,462 9,936 0
Advisor Value Strategies - Nov. 30, 1999
Class T
Nov. 30, 1998 243,044 72,427 0
Nov. 30, 1997(dagger) 187,128 53,056 0
[Dec. 31, 1996 909,434 145,926 0
Advisor Value Strategies - Nov. 30, 1999
Class B
Nov. 30, 1998 N/A N/A 232,999
Nov. 30, 1997(dagger) N/A N/A 304,658
[Dec. 31, 1996 N/A N/A 243,510
Advisor Value Strategies - Nov. 30, 1999
Initial Class
Nov. 30, 1998 11 0 N/A
Nov. 30, 1997(dagger) 0 0 N/A
[Dec. 31, 1996 0 0 N/A
Advisor Mid Cap - Class A Nov. 30, 1999
Nov. 30, 1998 119,088 33,806 0
Nov. 30, 1997 68,624 17,485 0
Advisor Mid Cap - Class T Nov. 30, 1999
Nov. 30, 1998 459,186 163,750 0
Nov. 30, 1997 419,798 153,727 0
Advisor Mid Cap - Class B Nov. 30, 1999
Nov. 30, 1998 N/A N/A 138,632
Nov. 30, 1997 N/A N/A 160,918
Advisor Mid Cap - Class C Nov. 30, 1999
Nov. 30, 1998 N/A N/A 2,300
Nov. 30, 1997 N/A N/A 0
Advisor Retirement Growth - Nov. 30, 1999***
Class A
Advisor Retirement Growth - Nov. 30, 1999***
Class T
Advisor Retirement Growth - Nov. 30, 1999***
Class B
Advisor Retirement Growth - Nov. 30, 1999***
Class C
Advisor Equity Growth - Class A Nov. 30, 1999
Nov. 30, 1998 838,000 356,000 0
Nov. 30, 1997 516,000 163,000 0
Advisor Equity Growth - Class T Nov. 30, 1999
Nov. 30, 1998 2,265,000 769,000 0
Nov. 30, 1997 2,561,000 777,000 0
Advisor Equity Growth - Class B Nov. 30, 1999
Nov. 30, 1998 N/A N/A 488,000
Nov. 30, 1997(dagger)(dagger)
N/A N/A 53,000
Advisor Equity Growth - Class C Nov. 30, 1999
Nov. 30, 1998 N/A N/A 25,000
Nov. 30, 1997 N/A N/A 0
Advisor Large Cap - Class A Nov. 30, 1999
Nov. 30, 1998 48,225 13,628 0
Nov. 30, 1997 39,475 12,656 0
Advisor Large Cap - Class T Nov. 30, 1999
Nov. 30, 1998 85,387 27,254 0
Nov. 30, 1997 83,276 28,199 0
Advisor Large Cap - Class B Nov. 30, 1999
Nov. 30, 1998 N/A N/A 50,675
Nov. 30, 1997 N/A N/A 27,546
Advisor Large Cap - Class C Nov. 30, 1999
Nov. 30, 1998 N/A N/A 4,117
Nov. 30, 1997 N/A N/A 0
Advisor Dividend Growth - Nov. 30, 1999***
Class A
Advisor Dividend Growth - Nov. 30, 1999***
Class T
Advisor Dividend Growth - Nov. 30, 1999***
Class B
Advisor Dividend Growth - Nov. 30, 1999***
Class C
Advisor Growth Opportunities Nov. 30, 1999
- - Class A
Nov. 30, 1998 3,082,000 1,252,000 0
Nov. 30, 189,000 73,000 0
1997(dagger)(dagger)(dagger)
Oct. 31, 1997 2,096,000 618,000 0
Advisor Growth Opportunities Nov. 30, 1999
- - Class T
Nov. 30, 1998 11,634,000 4,534,000 0
Nov. 30, 821,000 352,000 0
1997(dagger)(dagger)(dagger)
Oct. 31, 1997 13,380,000 4,538,000 0
Advisor Growth Opportunities Nov. 30, 1999
- - Class B
Nov. 30, 1998 N/A N/A 1,990,000
Nov. 30, N/A N/A 41,000
1997(dagger)(dagger)(dagger)
Oct. 31, 1997+ N/A N/A 154,000
Advisor Growth Opportunities Nov. 30, 1999
- - Class C
Nov. 30, 1998 N/A N/A 98,000
Nov. 30, N/A N/A 0
1997(dagger)(dagger)(dagger)
Advisor Growth & Income - Nov. 30, 1999
Class A
Nov. 30, 1998 416,022 154,022 0
Nov. 30, 1997* 107,155 38,752 0
Advisor Growth & Income - Nov. 30, 1999
Class T
Nov. 30, 1998 931,112 327,957 0
Nov. 30, 1997* 316,414 112,138 0
Advisor Growth & Income - Nov. 30, 1999
Class B
Nov. 30, 1998 N/A N/A 146,346
Nov. 30, 1997* N/A N/A 35,346
Advisor Growth & Income - Nov. 30, 1999
Class C
Nov. 30, 1998 N/A N/A 24,046
Nov. 30, 1997* N/A N/A 0
Advisor Equity Income - Class A Nov. 30, 1999
Nov. 30, 1998 672,000 278,000 0
Nov. 30, 1997 461,000 124,000 0
Advisor Equity Income - Class T Nov. 30, 1999
Nov. 30, 1998 1,700,000 545,000 0
Nov. 30, 1997 1,835,000 533,000 0
Advisor Equity Income - Class B Nov. 30, 1999
Nov. 30, 1998 N/A N/A 1,178,000
Nov. 30, 1997 N/A N/A 1,017,000
Advisor Equity Income - Class C Nov. 30, 1999
Nov. 30, 1998 N/A N/A 10,000
Nov. 30, 1997 N/A N/A 0
Advisor Asset Allocation - Nov. 30, 1999***
Class A
Advisor Asset Allocation - Nov. 30, 1999***
Class T
Advisor Asset Allocation - Nov. 30, 1999***
Class B
Advisor Asset Allocation - Nov. 30, 1999***
Class C
Advisor Balanced - Class A Nov. 30, 1999
Nov. 30, 1998++ 22,000 9,000 0
Oct. 31, 1998 173,000 57,000 0
Oct. 31, 1997 139,000 37,000 0
Advisor Balanced - Class T Nov. 30, 1999
Nov. 30, 1998++ 58,000 21,000 0
Oct. 31, 1998 940,000 263,000 0
Oct. 31, 1997 1,052,000 275,000 0
Advisor Balanced - Class B Nov. 30, 1999
Nov. 30, 1998++ N/A N/A 10,000
Oct. 31, 1998 N/A N/A 48,000
Oct. 31, 1997+++ N/A N/A 9,000
Advisor Balanced - Class C Nov. 30, 1999
Nov. 30, 1998++ N/A N/A 1,000
Oct. 31, 1998 N/A N/A 6,000
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
CDSC Revenue
Amount Retained by FDC
Fiscal Year Ended
Advisor TechnoQuant Growth - Nov. 30, 1999 $
Class A
Nov. 30, 1998 0
Nov. 30, 1997* 0
Advisor TechnoQuant Growth - Nov. 30, 1999
Class T
Nov. 30, 1998 0
Nov. 30, 1997* 0
Advisor TechnoQuant Growth - Nov. 30, 1999
Class B
Nov. 30, 1998 47,726
Nov. 30, 1997* 18,557
Advisor TechnoQuant Growth - Nov. 30, 1999
Class C
Nov. 30, 1998 422
Nov. 30, 1997* 0
Advisor Small Cap - Class A Nov. 30, 1999
Nov. 30, 1998** 0
Advisor Small Cap - Class T Nov. 30, 1999
Nov. 30, 1998** 0
Advisor Small Cap - Class B Nov. 30, 1999
Nov. 30, 1998** 5,341
Advisor Small Cap - Class C Nov. 30, 1999
Nov. 30, 1998** 1,436
Advisor Value Strategies - Nov. 30, 1999
Class A
Nov. 30, 1998 0
Nov. 30, 1997(dagger) 0
Advisor Value Strategies - Nov. 30, 1999
Class T
Nov. 30, 1998 0
Nov. 30, 1997(dagger) 0
[Dec. 31, 1996 0]
Advisor Value Strategies - Nov. 30, 1999
Class B
Nov. 30, 1998 232,999
Nov. 30, 1997(dagger) 304,658
[Dec. 31, 1996 243,510]
Advisor Value Strategies - Nov. 30, 1999
Initial Class
Nov. 30, 1998 N/A
Nov. 30, 1997(dagger) N/A
[Dec. 31, 1996 N/A]
Advisor Mid Cap - Class A Nov. 30, 1999
Nov. 30, 1998 0
Nov. 30, 1997 0
Advisor Mid Cap - Class T Nov. 30, 1999
Nov. 30, 1998 0
Nov. 30, 1997 0
Advisor Mid Cap - Class B Nov. 30, 1999
Nov. 30, 1998 138,632
Nov. 30, 1997 160,918
Advisor Mid Cap - Class C Nov. 30, 1999
Nov. 30, 1998 2,300
Nov. 30, 1997 0
Advisor Retirement Growth - Nov. 30, 1999***
Class A
Advisor Retirement Growth - Nov. 30, 1999***
Class T
Advisor Retirement Growth - Nov. 30, 1999***
Class B
Advisor Retirement Growth - Nov. 30, 1999***
Class C
Advisor Equity Growth - Class A Nov. 30, 1999
Nov. 30, 1998 0
Nov. 30, 1997 0
Advisor Equity Growth - Class T Nov. 30, 1999
Nov. 30, 1998 0
Nov. 30, 1997 0
Advisor Equity Growth - Class B Nov. 30, 1999
Nov. 30, 1998 488,000
Nov. 30, 1997(dagger)(dagger) 53,000
Advisor Equity Growth - Class C Nov. 30, 1999
Nov. 30, 1998 25,000
Nov. 30, 1997 0
Advisor Large Cap - Class A Nov. 30, 1999
Nov. 30, 1998 0
Nov. 30, 1997 0
Advisor Large Cap - Class T Nov. 30, 1999
Nov. 30, 1998 0
Nov. 30, 1997 0
Advisor Large Cap - Class B Nov. 30, 1999
Nov. 30, 1998 50,675
Nov. 30, 1997 27,546
Advisor Large Cap - Class C Nov. 30, 1999
Nov. 30, 1998 4,117
Nov. 30, 1997 0
Advisor Dividend Growth - Nov. 30, 1999***
Class A
Advisor Dividend Growth - Nov. 30, 1999***
Class T
Advisor Dividend Growth - Nov. 30, 1999***
Class B
Advisor Dividend Growth - Nov. 30, 1999***
Class C
Advisor Growth Opportunities Nov. 30, 1999
- - Class A
Nov. 30, 1998 0
Nov. 30,
1997(dagger)(dagger)(dagger) 0
Oct. 31, 1997 0
Advisor Growth Opportunities Nov. 30, 1999
- - Class T
Nov. 30, 1998 0
Nov. 30, 0
1997(dagger)(dagger)(dagger)
Oct. 31, 1997 0
Advisor Growth Opportunities Nov. 30, 1999
- - Class B
Nov. 30, 1998 1,990,00
Nov. 30, 41,000
1997(dagger)(dagger)(dagger)
Oct. 31, 1997+ 154,000
Advisor Growth Opportunities Nov. 30, 1999
- - Class C
Nov. 30, 1998 98,000
Nov. 30, 0
1997(dagger)(dagger)(dagger)
Advisor Growth & Income - Nov. 30, 1999
Class A
Nov. 30, 1998 0
Nov. 30, 1997* 0
Advisor Growth & Income - Nov. 30, 1999
Class T
Nov. 30, 1998 0
Nov. 30, 1997* 0
Advisor Growth & Income - Nov. 30, 1999
Class B
Nov. 30, 1998 146,346
Nov. 30, 1997* 35,346
Advisor Growth & Income - Nov. 30, 1999
Class C
Nov. 30, 1998 24,046
Nov. 30, 1997* 0
Advisor Equity Income - Class A Nov. 30, 1999
Nov. 30, 1998 0
Nov. 30, 1997 0
Advisor Equity Income - Class T Nov. 30, 1999
Nov. 30, 1998 0
Nov. 30, 1997 0
Advisor Equity Income - Class B Nov. 30, 1999
Nov. 30, 1998 1,178,000
Nov. 30, 1997 1,017,000
Advisor Equity Income - Class C Nov. 30, 1999
Nov. 30, 1998 10,000
Nov. 30, 1997 0
Advisor Asset Allocation - Nov. 30, 1999***
Class A
Advisor Asset Allocation - Nov. 30, 1999***
Class T
Advisor Asset Allocation - Nov. 30, 1999***
Class B
Advisor Asset Allocation - Nov. 30, 1999***
Class C
Advisor Balanced - Class A Nov. 30, 1999
Nov. 30, 1998++ 0
Oct. 31, 1998 0
Oct. 31, 1997 0
Advisor Balanced - Class T Nov. 30, 1999
Nov. 30, 1998++ 0
Oct. 31, 1998 0
Oct. 31, 1997 0
Advisor Balanced - Class B Nov. 30, 1999
Nov. 30, 1998++ 10,000
Oct. 31, 1998 48,000
Oct. 31, 1997+++ 9,000
Advisor Balanced - Class C Nov. 30, 1999
Nov. 30, 1998++ 1,000
Oct. 31, 1998 6,000
</TABLE>
* Advisor TechnoQuant Growth and Advisor Growth & Income commenced
operations on December 31, 1996.
** Advisor Small Cap commenced operations on September 9, 1998.
*** Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
(dagger) For the fiscal period January 1, 1997 through November 30,
1997.
(dagger)(dagger) For the fiscal period December 31, 1996 through
November 30, 1997.
(dagger)(dagger)(dagger) For the fiscal period November 1, 1997
through November 30, 1997.
+ For the fiscal period March 3, 1997 through October 31, 1997.
++ For the fiscal period November 1, 1998 through November 30,
1998.
+++ For the fiscal period December 31, 1996 through October 31,
1997.
The Trustees have approved Distribution and Service Plans on behalf of
Class A, Class T, Class B, Class C, and Institutional Class of each
fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the Rule).
The Rule provides in substance that a mutual fund may not engage
directly or indirectly in financing any activity that is primarily
intended to result in the sale of shares of the fund except pursuant
to a plan approved on behalf of the fund under the Rule. The Plans, as
approved by the Trustees, allow Class A, Class T, Class B, Class C,
and Institutional Class and FMR to incur certain expenses that might
be considered to constitute direct or indirect payment by the funds of
distribution expenses.
Pursuant to the Class A Plan for each fund, FDC is paid a monthly
12b-1 fee at an annual rate of up to 0.75% of Class A's average net
assets determined at the close of business on each day throughout the
month. Currently, the Trustees have approved a monthly 12b-1 fee for
Class A of each fund at an annual rate of 0.25% of its average net
assets. This fee rate may be increased only when, in the opinion of
the Trustees, it is in the best interests of the shareholders of the
applicable class to do so.
Currently, FDC may reallow to intermediaries (such as banks,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of 12b-1 fees paid by Class A for providing
services intended to result in the sale of Class A shares and/or
shareholder support services.
Pursuant to the Class T Plan for each of Advisor TechnoQuant Growth,
Advisor Small Cap, Advisor Mid Cap, Advisor Retirement Growth, Advisor
Equity Growth, Advisor Large Cap, Advisor Dividend Growth, Advisor
Growth & Income, Advisor Equity Income, and Advisor Asset Allocation,
FDC is paid a monthly 12b-1 fee at an annual rate of up to 0.75% of
Class T's average net assets determined at the close of business on
each day throughout the month. Pursuant to the Class T Plan for each
of Advisor Value Strategies, Advisor Growth Opportunities, and
Advisor Balanced, FDC is paid a monthly 12b-1 fee at an annual rate of
up to 0.65% of Class T's average net assets determined at the close of
business on each day throughout the month. Currently, the Trustees
have approved a monthly 12b-1 fee for Class T of each fund at an
annual rate of 0.50% of its average net assets. This fee rate may be
increased only when, in the opinion of the Trustees, it is in the best
interests of the shareholders of the applicable class to do so.
Currently, FDC may reallow to intermediaries (such as banks,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of 12b-1 fees paid by Class T for providing
services intended to result in the sale of Class T shares and/or
shareholder support services.
Pursuant to the Class B Plan for each fund, FDC is paid a monthly
12b-1 (distribution) fee at an annual rate of 0.75% of Class B's
average net assets determined at the close of business on each day
throughout the month.
Pursuant to the Class B Plan for each fund, FDC is also paid a monthly
12b-1 (service) fee at an annual rate of 0.25% of Class B's average
net assets determined at the close of business on each day throughout
the month.
Currently, FDC retains the full amount of 12b-1 (distribution) fees
paid by Class B as compensation for providing services intended to
result in the sale of Class B shares, and FDC may reallow up to the
full amount of 12b-1 (service) fees paid by Class B to intermediaries
(such as banks, broker-dealers and other service-providers) for
providing shareholder support services.
Pursuant to the Class C Plan for each fund, FDC is paid a monthly
12b-1 (distribution) fee at an annual rate of 0.75% of Class C's
average net assets determined at the close of business on each day
throughout the month.
Pursuant to the Class C Plan for each fund, FDC is also paid a monthly
12b-1 (service) fee at an annual rate of 0.25% of Class C's average
net assets determined at the close of business on each day throughout
the month.
Currently and except as provided below, for the first year of
investment, FDC retains the full amount of 12b-1 (distribution) fees
paid by Class C as compensation for providing services intended to
result in the sale of Class C shares and retains the full amount of
12b-1 (service) fees paid by Class C for providing shareholder support
services. Normally, after the first year of investment, FDC may
reallow up to the full amount of 12b-1 (distribution) fees paid by
Class C to intermediaries (such as banks, broker-dealers and other
service-providers) for providing services intended to result in the
sale of Class C shares and may reallow up to the full amount of 12b-1
(service) fees paid by Class C to intermediaries for providing
shareholder support services. For purchases of Class C shares made for
an employee benefit plan, 403(b) program or plan covering a
sole-proprietor (formerly Keogh/H.R. 10 plan) or through reinvestment
of dividends or capital gain distributions, during the first year of
investment and thereafter, FDC may reallow up to the full amount of
12b-1 (distribution) fees paid by such Class C shares to
intermediaries, including its affiliates, for providing services
intended to result in the sale of Class C shares and may reallow up to
the full amount of 12b-1 (service) fees paid by such Class C shares to
intermediaries, including its affiliates, for providing shareholder
support services.
The table below shows the distribution fees paid by Class A for the
fiscal year ended November 30, 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLASS A DISTRIBUTION FEES
Fees Paid to FDC Paid by FDC to Intermediaries Retained by FDC**
Advisor TechnoQuant Growth $ $ $
Advisor Small Cap
Advisor Value Strategies
Advisor Mid Cap
Advisor Retirement Growth*
Advisor Equity Growth
Advisor Large Cap
Advisor Dividend Growth*
Advisor Growth Opportunities
Advisor Growth & Income
Advisor Equity Income
Advisor Asset Allocation*
Advisor Balanced
</TABLE>
* Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
** Amounts retained by FDC represent fees paid to FDC but not yet
reallowed to intermediaries as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to
intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.
The table below shows the distribution fees paid by Class T for the
fiscal year ended November 30, 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLASS T DISTRIBUTION FEES
Fees Paid to FDC Paid by FDC to Intermediaries Retained by FDC**
Advisor TechnoQuant Growth $ $ $
Advisor Small Cap
Advisor Value Strategies
Advisor Mid Cap
Advisor Retirement Growth*
Advisor Equity Growth
Advisor Large Cap
Advisor Dividend Growth*
Advisor Growth Opportunities
Advisor Growth & Income
Advisor Equity Income
Advisor Asset Allocation*
Advisor Balanced
</TABLE>
* Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
** Amounts retained by FDC represent fees paid to FDC but not yet
reallowed to intermediaries as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to
intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.
The table below shows the distribution and service fees paid by
Class B for the fiscal year ended November 30, 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLASS B DISTRIBUTION AND SERVICE FEES
Distribution Fees Paid to FDC Distribution Fees Retained by Service Fees Paid to FDC
FDC**
Advisor TechnoQuant Growth $ $ $
Advisor Small Cap
Advisor Value Strategies
Advisor Mid Cap
Advisor Retirement Growth*
Advisor Equity Growth
Advisor Large Cap
Advisor Dividend Growth*
Advisor Growth Opportunities
Advisor Growth & Income
Advisor Equity Income
Advisor Asset Allocation*
Advisor Balanced
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
CLASS B DISTRIBUTION AND SERVICE FEES
Service Fees FDC Paid to Service Fees Retained by FDC***
Intermediaries
Advisor TechnoQuant Growth $ $
Advisor Small Cap
Advisor Value Strategies
Advisor Mid Cap
Advisor Retirement Growth*
Advisor Equity Growth
Advisor Large Cap
Advisor Dividend Growth*
Advisor Growth Opportunities
Advisor Growth & Income
Advisor Equity Income
Advisor Asset Allocation*
Advisor Balanced
</TABLE>
* Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
** These amounts are retained by FDC for use in its capacity as
distributor.
*** Amounts retained by FDC represent fees paid to FDC but not yet
reallowed to intermediaries as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to
intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.
The table below shows the distribution and service fees paid by
Class C for the fiscal year ended November 30, 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLASS C DISTRIBUTION AND SERVICE FEES
Distribution Fees Paid to FDC Distribution Fees Paid by FDC Distribution Fees Retained by
to Intermediaries FDC**
Advisor TechnoQuant Growth $ $ $
Advisor Small Cap
Advisor Value Strategies
Advisor Mid Cap
Advisor Retirement Growth*
Advisor Equity Growth
Advisor Large Cap
Advisor Dividend Growth*
Advisor Growth Opportunities
Advisor Growth & Income
Advisor Equity Income
Advisor Asset Allocation*
Advisor Balanced
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLASS C DISTRIBUTION AND SERVICE FEES
Service Fees Paid to FDC Service Fees Paid by FDC to Service Fees Retained by FDC**
Intermediaries
Advisor TechnoQuant Growth $ $ $
Advisor Small Cap
Advisor Value Strategies
Advisor Mid Cap
Advisor Retirement Growth*
Advisor Equity Growth
Advisor Large Cap
Advisor Dividend Growth*
Advisor Growth Opportunities
Advisor Growth & Income
Advisor Equity Income
Advisor Asset Allocation*
Advisor Balanced
</TABLE>
* Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
** These amounts are retained by FDC for use in its capacity as
distributor.
*** Amounts retained by FDC represent fees paid to FDC but not yet
reallowed to intermediaries as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to
intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.
Under each Institutional Class Plan, if the payment of management fees
by the fund to FMR is deemed to be indirect financing by the fund of
the distribution of its shares, such payment is authorized by the
Plan. Each Institutional Class Plan specifically recognizes that FMR
may use its management fee revenue, as well as its past profits or its
other resources, to pay FDC for expenses incurred in connection with
providing services intended to result in the sale of Institutional
Class shares and/or shareholder support services. In addition, each
Institutional Class Plan provides that FMR, directly or through FDC,
may pay intermediaries, such as banks, broker-dealers and other
service-providers, that provide those services. Currently, the Board
of Trustees has authorized such payments for Institutional Class
shares.
Under each Class A, Class T, Class B, and Class C Plan, if the payment
of management fees by the fund to FMR is deemed to be indirect
financing by the fund of the distribution of its shares, such payment
is authorized by the Plan. Each Class A, Class T, Class B, and Class C
Plan specifically recognizes that FMR may use its management fee
revenue, as well as its past profits or its other resources, to pay
FDC for expenses incurred in connection with providing services
intended to result in the sale of Class A, Class T, Class B, and Class
C shares and/or shareholder support services, including payments made
to intermediaries that provide those services. Currently, the Board of
Trustees has authorized such payments for Class A, Class T, Class B,
and Class C shares.
[FMR made no payments either directly or through FDC to
intermediaries for the fiscal year ended 1999.]
[Payments made by FMR either directly or through FDC to
intermediaries for the fiscal year ended 1999 amounted to the
following:]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class A Class T Class B Class C Institutional
Advisor TechnoQuant Growth $ $ $ $ $
Advisor Small Cap
Advisor Value Strategies **
Advisor Mid Cap
Advisor Retirement Growth*
Advisor Equity Growth
Advisor Large Cap
Advisor Dividend Growth*
Advisor Growth Opportunities
Advisor Growth & Income
Advisor Equity Income
Advisor Asset Allocation*
Advisor Balanced
</TABLE>
* Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
** Fund does not offer Class C shares.
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the applicable class of each fund and its shareholders. In
particular, the Trustees noted that each Institutional Class Plan does
not authorize payments by Institutional Class of the fund other than
those made to FMR under its management contract with the fund. To the
extent that each Plan gives FMR and FDC greater flexibility in
connection with the distribution of Class A, Class T, Class B, Class
C, and Institutional Class shares, additional sales of fund shares or
stabilization of cash flows may result. Furthermore, certain
shareholder support services may be provided more effectively under
the Plans by local entities with whom shareholders have other
relationships.
Each Class A, Class T, Class B, and Class C Plan does not provide for
specific payments by the applicable class of any expenses of FDC, or
obligate FDC or FMR to perform any specific type or level of
distribution activities or incur any specific level of expense in
connection with distribution activities.
The Glass-Steagall Act generally prohibits federally and state
chartered or supervised banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope
of this prohibition under the Glass-Steagall Act has not been clearly
defined by the courts or appropriate regulatory agencies, FDC believes
that the Glass-Steagall Act should not preclude a bank from performing
shareholder support services, or servicing and recordkeeping
functions. FDC intends to engage banks only to perform such functions.
However, changes in federal or state statutes and regulations
pertaining to the permissible activities of banks and their affiliates
or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions,
if any, would be necessary to continue to provide efficient and
effective shareholder services. In such event, changes in the
operation of the funds might occur, including possible termination of
any automatic investment or redemption or other services then provided
by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these
occurrences. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein, and
banks and other financial institutions may be required to register as
dealers pursuant to state law.
Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.
FDC may compensate intermediaries that satisfy certain criteria
established from time to time by FDC relating to the level or type of
services provided by the intermediary, the sale or expected sale of
significant amounts of shares, or other factors.
TRANSFER AND SERVICE AGENT AGREEMENTS
Class A, Class T, Class B, Class C, and Institutional Class of each
fund has entered into a transfer agent agreement with FIIOC, an
affiliate of FMR. Initial Class of Advisor Value Strategies has
entered into a transfer agent agreement with FSC, an affiliate of FMR.
Under the terms of the agreements, FIIOC and FSC perform transfer
agency, dividend disbursing, and shareholder services for Class A,
Class T, Class B, Class C, Institutional Class, and Initial Class of
each fund.
For providing transfer agency services, FSC and FIIOC receive an
account fee and an asset-based fee each paid monthly with respect to
each account in a fund. For retail accounts and certain institutional
accounts, these fees are based on account size and fund type. For
certain institutional retirement accounts, these fees are based on
fund type. For certain other institutional retirement accounts, these
fees are based on account type and fund type. The account fees are
subject to increase based on postage rate changes.
The asset-based fees are subject to adjustment if the year-to-date
total return of the S&P 500 exceeds a positive or negative 15%.
FSC also collects small account fees from certain accounts with
balances of less than $2,500.
FSC and FIIOC pay out-of-pocket expenses associated with providing
transfer agent services. In addition, FSC and FIIOC bear the expense
of typesetting, printing, and mailing prospectuses, statements of
additional information, and all other reports, notices, and statements
to existing shareholders, with the exception of proxy statements.
Each fund has also entered into a service agent agreement with FSC.
Under the terms of the agreements, FSC calculates the NAV and
dividends for each class of each fund, maintains each fund's portfolio
and general accounting records, and administers each fund's securities
lending program.
For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month.
The annual rates for pricing and bookkeeping services for the funds
are 0.0450% of the first $500 million of average net assets, 0.0265%
of average net assets between $500 million and $3 billion, and 0.0010%
of average net assets in excess of $3 billion. The fee, not including
reimbursement for out-of-pocket expenses, is limited to a minimum of
$60,000 per year.
Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Fiscal Year End 1999 1998 1997
Advisor TechnoQuant Growth 11/30 $ $60,636 $55,019*
Advisor Small Cap 11/30 13,571** N/A
Advisor Value Strategies 11/30 341,818 310,776+
Advisor Mid Cap 11/30 288,852 266,208
Advisor Retirement Growth 11/30 *** N/A N/A
Advisor Equity Growth 11/30 816,007 813,000
Advisor Large Cap 11/30 65,096 60,755
Advisor Dividend Growth 11/30 *** N/A N/A
Advisor Growth Opportunities 11/30 905,589 78,000++
10/31 N/A N/A 836,000+++
Advisor Growth & Income 11/30 264,289 67,333*
Advisor Equity Income 11/30 811,037 808,212
Advisor Asset Allocation 11/30 *** N/A N/A
Advisor Balanced 11/30 67,064(dagger) N/A
10/31 N/A 810,916(dagger)(dagger) 806,920
</TABLE>
* Advisor TechnoQuant Growth and Advisor Growth & Income commenced
operations on December 31, 1996.
** Advisor Small Cap commenced operations on September 9, 1998.
*** Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
+ For the fiscal period January 1, 1997 through November 30,
1997.
++ For the fiscal period November 1, 1997 through November 30,
1997.
+++ For the fiscal period November 1, 1996 through October 31,
1997.
(dagger) For the fiscal period November 1, 1998 through November
30, 1998.
(dagger)(dagger) For the fiscal period November 1, 1997 through
October 31, 1998.
For administering each fund's securities lending program, FSC receives
fees based on the number and duration of individual securities loans.
[For the fiscal years ended November 30, 1999, 1998, and 1997, the
funds paid no securities lending fees.]
[Securities lending fees paid by the funds to FSC for the past
three fiscal years are shown in the table below.]
Fiscal Year End 1999 1998 1997
Advisor TechnoQuant Growth 11/30 $ $ $*
Advisor Small Cap 11/30 ** N/A
Advisor Value Strategies 11/30 +
Advisor Mid Cap 11/30
Advisor Retirement Growth 11/30 *** N/A N/A
Advisor Equity Growth 11/30
Advisor Large Cap 11/30
Advisor Dividend Growth 11/30 *** N/A N/A
Advisor Growth Opportunities 11/30 ++
10/31 N/A N/A +++
Advisor Growth & Income 11/30 *
Advisor Equity Income 11/30
Advisor Asset Allocation 11/30 *** N/A N/A
Advisor Balanced 11/30 (dagger) N/A
10/31 N/A (dagger)(dagger)
* Advisor TechnoQuant Growth and Advisor Growth & Income commenced
operations on December 31, 1996.
** Advisor Small Cap commenced operations on September 9, 1998.
*** Advisor Retirement Growth, Advisor Dividend Growth, and Advisor
Asset Allocation commenced operations on December 28, 1998.
+ For the fiscal period January 1, 1997 through November 30,
1997.
++ For the fiscal period November 1, 1997 through November 30,
1997.
+++ For the fiscal period November 1, 1996 through October 31,
1997.
(double dagger) For the fiscal period November 1, 1998 through
November 30, 1998.
(double dagger)(double dagger) For the fiscal period November 1,
1997 through October 31, 1998.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Advisor TechnoQuant Growth, Advisor Small Cap,
Advisor Value Strategies , Advisor Mid Cap, Advisor Retirement
Growth, Advisor Equity Growth, Advisor Large Cap, Advisor Dividend
Growth, Advisor Growth Opportunities, Advisor Growth & Income, Advisor
Equity Income, Advisor Asset Allocation, and Advisor Balanced are
funds of Fidelity Advisor Series I, an open-end management investment
company organized as a Massachusetts business trust on June 24,
1983. On July 1, 1999, Advisor Value Strategies changed its name
from Advisor Strategic Opportunities Fund to Advisor Value Strategies
Fund. On January 1, 1996, Advisor Equity Growth changed its name
from Advisor Equity Portfolio Growth to Advisor Equity Growth Fund. On
February 24, 1995, Advisor Equity Income changed its name from Advisor
Equity Portfolio Income to Advisor Equity Income Fund. On January 2,
1997, Advisor Balanced changed its name from Advisor Income & Growth
Fund to Advisor Balanced Fund. Currently, there are thirteen funds in
Fidelity Advisor Series I: Advisor TechnoQuant Growth, Advisor Small
Cap, A dvisor Value Strategies, Advisor Mid Cap, Advisor
Retirement Growth, Advisor Equity Growth, Advisor Large Cap, Advisor
Dividend Growth, Advisor Growth Opportunities, Advisor Growth &
Income, Advisor Equity Income, Advisor Asset Allocation, and Advisor
Balanced. The Trustees are permitted to create additional funds in the
trust and to create additional classes of the funds.
The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets
of each fund in the trust shall be charged with the liabilities and
expenses attributable to such fund, except that liabilities and
expenses may be allocated to a particular class. Any general expenses
of the trust shall be allocated between or among any one or more of
the funds or classes.
SHAREHOLDER LIABILITY. The trust is an entity commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
of such a trust may, under certain circumstances, be held personally
liable for the obligations of the trust.
The Declaration of Trust provides that the trust shall not have any
claim against shareholders except for the payment of the purchase
price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the trust or the Trustees
relating to the trust shall include a provision limiting the
obligations created thereby to the trust and its assets.
The Declaration of Trust provides for indemnification out of each
fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund solely by reason of
his or her being or having been a shareholder and not because of his
or her acts or omissions or for some other reason. The Declaration of
Trust also provides that each fund shall, upon request, assume the
defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which a fund
itself would be unable to meet its obligations. FMR believes that, in
view of the above, the risk of personal liability to shareholders is
remote. Claims asserted against one class of shares may subject
holders of another class of shares to certain liabilities.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you are entitled to one vote for each
dollar of net asset value that you own. The voting rights of
shareholders can be changed only by a shareholder vote. Shares may be
voted in the aggregate, by fund and by class.
The shares have no preemptive or, for Class A, Class T, Class C,
Institutional, and Initial Class shares, conversion rights. Shares are
fully paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.
The trust or any of its funds may be terminated upon the sale of its
assets to another open-end management investment company, or upon
liquidation and distribution of its assets, if approved by a vote of
shareholders of the trust or the fund. In the event of the dissolution
or liquidation of the trust, shareholders of each of its funds are
entitled to receive the underlying assets of such fund available for
distribution. In the event of the dissolution or liquidation of a
fund, shareholders of that fund are entitled to receive the underlying
assets of the fund available for distribution.
CUSTODIAN. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts is custodian of the assets of Advisor Value
Strategies , Advisor Mid Cap, Advisor Large Cap, and Advisor Growth
Opportunities. State Street Bank and Trust Company, 1776 Heritage
Drive, Quincy, Massachusetts is custodian of the assets of Advisor
Small Cap, Advisor Retirement Growth, Advisor Dividend Growth, and
Advisor Asset Allocation. The Chase Manhattan Bank, 1 Chase Manhattan
Plaza, New York, New York is custodian of the assets of Advisor
TechnoQuant Growth, Advisor Equity Growth, Advisor Growth & Income,
Advisor Equity Income, and Advisor Balanced. Each custodian is
responsible for the safekeeping of a fund's assets and the appointment
of any subcustodian banks and clearing agencies. The Chase Manhattan
Bank, headquartered in New York, also may serve as a special purpose
custodian of certain assets in connection with repurchase agreement
transactions.
FMR, its officers and directors, its affiliated companies, and members
of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain
funds advised by FMR. The Boston branch of Advisor Value
Strategies', Advisor Mid Cap's, Advisor Large Cap's, and Advisor
Growth Opportunities' custodian leases its office space from an
affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have
occurred to date include mortgages and personal and general business
loans. In the judgment of FMR, the terms and conditions of those
transactions were not influenced by existing or potential custodial or
other fund relationships.
AUDITOR. PricewaterhouseCoopers LLP, 160 Federal Street, Boston,
Massachusetts, serves as independent accountant for Advisor Small Cap,
Advisor Retirement Growth, Advisor Dividend Growth, and Advisor Asset
Allocation. The auditor examines financial statements for the funds
and provides other audit, tax, and related services.
Deloitte & Touche LLP, 200 Berkeley Street, Boston,
Massachusetts, serves as independent accountant for Advisor
TechnoQuant Growth, Advisor Value Strategies, Advisor Mid Cap, Advisor
Equity Growth, Advisor Large Cap, Advisor Growth Opportunities,
Advisor Growth & Income, Advisor Equity Income, and Advisor Balanced.
The auditor examines financial statements for the funds and provides
other audit, tax, and related services.
FINANCIAL STATEMENTS
Each of Advisor TechnoQuant Growth's, Advisor Small Cap's, Advisor
Value Strategies', Advisor Mid Cap's, Advisor Equity Growth's, Advisor
Large Cap's, Advisor Growth Opportunities', Advisor Growth & Income's,
Advisor Equity Income's, and Advisor Balanced's financial statements
and financial highlights for the fiscal periods ended November
30 , 1999, and report of the auditor, are included in each fund's
annual report and are incorporated herein by reference. An annual
report for each of Advisor Retirement Growth, Advisor Dividend Growth,
and Advisor Asset Allocation will be available once each fund has
completed its first annual period.
APPENDIX
Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity
Investments, Magellan, and Fidelity Focus are registered trademarks of
FMR Corp.
TechnoQuant is a service mark of FMR Corp.
THE THIRD PARTY MARKS APPEARING ABOVE ARE THE MARKS OF THEIR
RESPECTIVE OWNERS.
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) (1) Amended and Restated Declaration of Trust, dated October 26,
1984, is incorporated herein by reference to Exhibit 1(a) of
Post-Effective Amendment No. 47.
(2) Supplement to the Declaration of Trust, dated February 10,
1987, is incorporated herein by reference to Exhibit 1(b) of
Post-Effective Amendment No. 31.
(3) Supplement to the Declaration of Trust, dated November 26,
1990, is incorporated herein by reference to Exhibit 1(c) of
Post-Effective Amendment No. 31.
(4) Supplement to the Declaration of Trust, dated December 20,
1991, is incorporated herein by reference to Exhibit 1(e) of
Post-Effective Amendment No. 31.
(5) Amendment to the Declaration of Trust, dated May 3, 1993, is
incorporated herein by reference to Exhibit 1(f) of
Post-Effective Amendment No. 31.
(6) Supplement to the Declaration of Trust, dated August 25,
1997, is incorporated herein by reference to Exhibit 1(f) of
Post-Effective Amendment No. 41.
(b) By-Laws of the Trust are incorporated herein by reference to
Exhibit 2 of Post-Effective Amendment No. 41.
(c) Not applicable.
(d) (1) Management Contract between Fidelity Advisor Asset Allocation
Fund and Fidelity Management & Research Company, dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(ee) of Post-Effective Amendment No. 47.
(2) Management Contract between Fidelity Advisor Balanced Fund
and Fidelity Management & Research Company, dated February
26, 1999, is incorporated herein by reference to Exhibit
(d)(2) of Post-Effective Amendment No. 49.
(3) Management Contract between Fidelity Advisor Dividend Growth
Fund and Fidelity Management & Research Company, dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(y) of Post-Effective Amendment No. 47.
(4) Management Contract between Fidelity Advisor Equity Growth
Fund and Fidelity Management & Research Company, dated
September 1, 1997, is incorporated herein by reference to
Exhibit 5(a) of Post-Effective Amendment No. 41.
(5) Management Contract between Fidelity Advisor Equity Income
Fund and Fidelity Management & Research Company, dated
February 26, 1999, is incorporated herein by reference to
Exhibit (d)(5) of Post-Effective Amendment No. 49.
(6) Management Contract between Fidelity Advisor Growth & Income
Fund and Fidelity Management & Research Company, dated
December 1, 1996, is incorporated herein by reference to
Exhibit 5(j) of Post-Effective Amendment No. 38.
(7) Management Contract between Fidelity Advisor Growth
Opportunities Fund and Fidelity Management & Research
Company, dated February 28, 1998, is incorporated herein by
reference to Exhibit 5(p) of Post-Effective Amendment No. 43.
(8) Management Contract between Fidelity Advisor Large Cap Fund
and Fidelity Management & Research Company, dated January 18,
1996, is incorporated herein by reference to Exhibit 5(c) of
Post-Effective Amendment No. 32.
(9) Management Contract between Fidelity Advisor Mid Cap Fund and
Fidelity Management & Research Company, dated January 18,
1996, is incorporated herein by reference to Exhibit 5(b) of
Post-Effective Amendment No. 32.
(10) Management Contract between Fidelity Advisor Retirement
Growth Fund and Fidelity Management & Research Company, dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(bb) of Post-Effective Amendment No. 47.
(11) Management Contract between Fidelity Advisor Small Cap Fund
and Fidelity Management & Research Company, dated July 16,
1998, is incorporated herein by reference to Exhibit 5(v) of
Post-Effective Amendment No. 45.
(12) Management Contract between Fidelity Advisor Value Strategies
Fund (formerly known as Fidelity Advisor Strategic
Opportunities Fund) and Fidelity Management & Research
Company, dated July 1, 1999, is filed herein as Exhibit
(d)(12).
(13) Management Contract between Fidelity Advisor TechnoQuant
Growth Fund and Fidelity Management & Research Company, dated
December 1, 1996, is incorporated herein by reference to
Exhibit 5(k) of Post-Effective Amendment No. 38.
(14) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Asset Allocation Fund,
and Fidelity Management & Research (U.K.) Inc., dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(ff) of Post-Effective Amendment No. 47.
(15) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Asset Allocation Fund,
and Fidelity Management & Research (Far East) Inc., dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(gg) of Post-Effective Amendment No. 47.
(16) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Balanced Fund, and
Fidelity Management & Research (U.K.) Inc., dated February
26, 1999, is incorporated herein by reference to Exhibit
(d)(16) of Post-Effective Amendment No. 49.
(17) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Balanced Fund, and
Fidelity Management & Research (Far East) Inc., dated
February 26, 1999, is incorporated herein by reference to
Exhibit (d)(17) of Post-Effective Amendment No. 49.
(18) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Dividend Growth Fund,
and Fidelity Management & Research (U.K.) Inc., dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(z) of Post-Effective Amendment No. 47.
(19) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Dividend Growth Fund,
and Fidelity Management & Research (Far East) Inc., dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(aa) of Post-Effective Amendment No. 47.
(20) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Equity Growth Fund,
and Fidelity Management & Research (U.K.) Inc., dated
September 1, 1997, is incorporated herein by reference to
Exhibit 5(d) of Post-Effective Amendment No. 41.
(21) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Equity Growth Fund,
and Fidelity Management & Research (Far East) Inc., dated
September 1, 1997, is incorporated herein by reference to
Exhibit 5(e) of Post-Effective Amendment No. 41.
(22) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Equity Income Fund,
and Fidelity Management & Research (U.K.) Inc., dated
February 26, 1999, is incorporated herein by reference to
Exhibit (d)(22) of Post-Effective Amendment No. 49.
(23) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Equity Income Fund,
and Fidelity Management & Research (Far East) Inc., dated
February 26, 1999, is incorporated herein by reference to
Exhibit (d)(23) of Post-Effective Amendment No. 49.
(24) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Growth & Income Fund,
and Fidelity Management & Research (U.K.) Inc., dated
December 1, 1996, is incorporated herein by reference to
Exhibit 5(l) of Post-Effective Amendment No. 38.
(25) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Growth & Income Fund,
and Fidelity Management & Research (Far East) Inc., dated
December 1, 1996, is incorporated herein by reference to
Exhibit 5(m) of Post-Effective Amendment No. 38.
(26) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Growth Opportunities
Fund, and Fidelity Management & Research (U.K.) Inc., dated
February 28, 1998, is incorporated herein by reference to
Exhibit 5(r) of Post-Effective Amendment No. 43.
(27) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Growth Opportunities
Fund, and Fidelity Management & Research (Far East) Inc.,
dated February 28, 1998, is incorporated herein by reference
to Exhibit 5(t) of Post-Effective Amendment No. 43.
(28) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Large Cap Fund, and
Fidelity Management & Research (U.K.) Inc., dated January 18,
1996, is incorporated herein by reference to Exhibit 5(h) of
Post-Effective Amendment No. 32.
(29) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Large Cap Fund, and
Fidelity Management & Research (Far East) Inc., dated January
18, 1996, is incorporated herein by reference to Exhibit 5(i)
of Post-Effective Amendment No. 32.
(30) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Mid Cap Fund, and
Fidelity Management & Research (U.K.) Inc., dated January 18,
1996, is incorporated herein by reference to Exhibit 5(f) of
Post-Effective Amendment No. 32.
(31) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Mid Cap Fund, and
Fidelity Management & Research (Far East) Inc., dated January
18, 1996, is incorporated herein by reference to Exhibit 5(g)
of Post-Effective Amendment No. 32.
(32) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Retirement Growth
Fund, and Fidelity Management & Research (U.K.) Inc., dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(cc) of Post-Effective Amendment No. 47.
(33) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Retirement Growth
Fund, and Fidelity Management & Research (Far East) Inc.,
dated November 19, 1998, is incorporated herein by reference
to Exhibit 5(dd) of Post-Effective Amendment No. 47.
(34) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Small Cap Fund, and
Fidelity Management & Research (U.K.) Inc., dated July 16,
1998, is incorporated herein by reference to Exhibit 5(w) of
Post-Effective Amendment No. 45.
(35) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Small Cap Fund, and
Fidelity Management & Research (Far East) Inc., dated July
16, 1998, is incorporated herein by reference to Exhibit 5(x)
of Post-Effective Amendment No. 45.
(36) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Strategic
Opportunities Fund (currently known as Fidelity Advisor Value
Strategies Fund), and Fidelity Management & Research (U.K.)
Inc., dated February 28, 1998, is incorporated herein by
reference to Exhibit 5(s) of Post-Effective Amendment No. 43.
(37) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Strategic
Opportunities Fund (currently known as Fidelity Advisor Value
Strategies Fund), and Fidelity Management & Research (Far
East) Inc., dated February 28, 1998, is incorporated herein
by reference to Exhibit 5(u) of Post-Effective Amendment No.
43.
(38) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor TechnoQuant Growth
Fund, and Fidelity Management & Research (U.K.) Inc., dated
December 1, 1996, is incorporated herein by reference to
Exhibit 5(n) of Post-Effective Amendment No. 38.
(39) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor TechnoQuant Growth
Fund, and Fidelity Management & Research (Far East) Inc.,
dated December 1, 1996, is incorporated herein by reference
to Exhibit 5(o) of Post-Effective Amendment No. 38.
(40) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Asset Allocation Fund,
and Fidelity Investments Money Management, Inc., dated
January 1, 1999, is incorporated herein by reference to
Exhibit (d)(40) of Post-Effective Amendment No. 49.
(41) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Balanced Fund, and
Fidelity Investments Money Management, Inc., dated February
26, 1999, is incorporated herein by reference to Exhibit
(d)(41) of Post-Effective Amendment No. 49.
(e) (1) General Distribution Agreement between Fidelity Advisor Asset
Allocation Fund and Fidelity Distributors Corporation, dated
November 19, 1998, is incorporated herein by reference to
Exhibit 6(m) of Post-Effective Amendment No. 47.
(2) General Distribution Agreement between Fidelity Advisor
Balanced Fund and Fidelity Distributors Corporation, dated
February 26, 1999, is incorporated herein by reference to
Exhibit (e)(2) of Post-Effective Amendment No. 49.
(3) General Distribution Agreement between Fidelity Advisor
Dividend Growth Fund and Fidelity Distributors Corporation,
dated November 19, 1998, is incorporated herein by reference
to Exhibit 6(k) of Post-Effective Amendment No. 47.
(4) General Distribution Agreement between Fidelity Advisor
Equity Portfolio Growth (currently known as Fidelity Advisor
Equity Growth Fund) and Fidelity Distributors Corporation,
dated April 1, 1987, is incorporated herein by reference to
Exhibit 6(a) of Post-Effective Amendment No. 29.
(5) Amendment to the General Distribution Agreement for Fidelity
Equity Portfolio Growth (currently known as Fidelity Advisor
Equity Growth Fund), dated January 1, 1988, is incorporated
herein by reference to Exhibit 6(b) of Post-Effective
Amendment No. 29.
(6) General Distribution Agreement between Fidelity Advisor
Equity Income Fund and Fidelity Distributors Corporation,
dated February 26, 1999, is incorporated herein by reference
to Exhibit (e)(6) of Post-Effective Amendment No. 49.
(7) General Distribution Agreement between Fidelity Advisor
Growth & Income Fund and Fidelity Distributors Corporation,
dated December 1, 1996, is incorporated herein by reference
to Exhibit 6(h) of Post-Effective Amendment No. 38.
(8) General Distribution Agreement between Fidelity Advisor
Growth Opportunities Fund and Fidelity Distributors
Corporation, dated February 28, 1998, is incorporated herein
by reference to Exhibit 6(h) of Post-Effective Amendment No.
43.
(9) General Distribution Agreement between Fidelity Advisor Large
Cap Fund and Fidelity Distributors Corporation, dated January
18, 1996, is incorporated herein by reference to Exhibit 6(d)
of Post-Effective Amendment No. 32.
(10) General Distribution Agreement between Fidelity Advisor Mid
Cap Fund and Fidelity Distributors Corporation, dated January
18, 1996, is incorporated herein by reference to Exhibit 6(c)
of Post-Effective Amendment No. 32.
(11) Amendments to the General Distribution Agreement between
Fidelity Advisor Series I on behalf of Fidelity Advisor
Equity Growth Fund, Fidelity Advisor Mid Cap Fund, and
Fidelity Advisor Large Cap Fund and Fidelity Distributors
Corporation, dated March 14, 1996 and July 15, 1996, are
incorporated herein by reference to Exhibit 6(a) of Fidelity
Court Street Trust's (File No. 2-58774) Post-Effective
Amendment No. 61.
(12) General Distribution Agreement between Fidelity Advisor
Retirement Growth Fund and Fidelity Distributors Corporation,
dated November 19, 1998, is incorporated herein by reference
to Exhibit 6(l) of Post-Effective Amendment No. 47.
(13) General Distribution Agreement between Fidelity Advisor Small
Cap Fund and Fidelity Distributors Corporation, dated July
16, 1998, is incorporated herein by reference to Exhibit 6(j)
of Post-Effective Amendment No. 45.
(14) General Distribution Agreement between Fidelity Advisor
Strategic Opportunities Fund (currently known as Fidelity
Advisor Value Strategies Fund) and Fidelity Distributors
Corporation, dated February 28, 1998, is incorporated herein
by reference to Exhibit 6(i) of Post-Effective Amendment No.
43.
(15) General Distribution Agreement between Fidelity Advisor
TechnoQuant Growth Fund and Fidelity Distributors Corporation,
dated December 1, 1996, is incorporated herein by reference to
Exhibit 6(i) of Post-Effective Amendment No. 38.
(16) Form of Bank Agency Agreement (most recently revised January,
1997) is incorporated herein by reference to Exhibit 6(j) of
Post-Effective Amendment No. 43.
(17) Form of Selling Dealer Agreement (most recently revised
January, 1997) is incorporated herein by reference to Exhibit
6(k) of Post-Effective Amendment No. 43.
(18) Form of Selling Dealer Agreement for Bank-Related Transactions
(most recently revised January, 1997) is incorporated herein
by reference to Exhibit 6(l) of Post-Effective Amendment No.
43.
(f) (1) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 14,
1995 and amended through November 14, 1996, is incorporated
herein by reference to Exhibit 7(b) of Fidelity Aberdeen
Street Trust's (File No. 33-43529) Post-Effective Amendment
No. 19.
(g) (1) Custodian Agreement and Appendix C, dated August 1, 1994,
between The Chase Manhattan Bank, N.A. and Fidelity Advisor
Series I on behalf of Fidelity Advisor Equity Growth Fund,
Fidelity Advisor Growth & Income Fund, Fidelity Advisor
TechnoQuant Growth Fund, Fidelity Advisor Balanced Fund, and
Fidelity Advisor Equity Income Fund are incorporated herein
by reference to Exhibit 8(a) of Fidelity Investment Trust's
(File No. 2-90649) Post-Effective Amendment No. 59.
(2) Appendix A, dated September 29, 1999, to the Custodian
Agreement, dated August 1, 1994, between The Chase Manhattan
Bank, N.A. and Fidelity Advisor Series I on behalf of
Fidelity Advisor Equity Growth Fund, Fidelity Advisor Growth
& Income Fund, Fidelity Advisor TechnoQuant Growth Fund,
Fidelity Advisor Balanced Fund, and Fidelity Advisor Equity
Income Fund is filed herein as Exhibit g(2).
(3) Appendix B, dated June 17, 1999, to the Custodian Agreement,
dated August 1, 1994, between The Chase Manhattan Bank, N.A.
and Fidelity Advisor Series I on behalf of Fidelity Advisor
Equity Growth Fund, Fidelity Advisor Growth & Income Fund,
Fidelity Advisor TechnoQuant Growth Fund, Fidelity Advisor
Balanced Fund, and Fidelity Advisor Equity Income Fund is
incorporated herein by reference to Exhibit g(3) of Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 102.
(4) Addendum, dated October 21, 1996, to the Custodian Agreement,
dated August 1, 1994, between The Chase Manhattan Bank, N.A.
and Fidelity Advisor Series I on behalf of Fidelity Advisor
Equity Growth Fund, Fidelity Advisor Growth & Income Fund,
Fidelity Advisor TechnoQuant Growth Fund, Fidelity Advisor
Balanced Fund, and Fidelity Advisor Equity Income Fund is
incorporated herein by reference to Exhibit g(4) of Fidelity
Charles Street Trust's (File No. 2-73133) Post-Effective
Amendment No. 65.
(5) Custodian Agreement and Appendix C, dated September 1, 1994,
between Brown Brothers Harriman & Company and Fidelity
Advisor Series I on behalf of Fidelity Advisor Growth
Opportunities Fund, Fidelity Advisor Large Cap Fund, Fidelity
Advisor Mid Cap Fund, and Fidelity Advisor Strategic
Opportunities Fund (currently known as Fidelity Advisor Value
Strategies Fund) are incorporated herein by reference to
Exhibit 8(a) of Fidelity Commonwealth Trust's (File No.
2-52322) Post-Effective Amendment No. 56.
(6) Appendix A, dated August 11, 1999, to the Custodian
Agreement, dated September 1, 1994, between Brown Brothers
Harriman & Company and Fidelity Advisor Series I on behalf of
Fidelity Advisor Growth Opportunities Fund, Fidelity Advisor
Large Cap Fund, Fidelity Advisor Mid Cap Fund, and Fidelity
Advisor Strategic Opportunities Fund (currently known as
Fidelity Advisor Value Strategies Fund) is filed herein as
Exhibit g(6).
(7) Appendix B, dated September 16, 1999, to the Custodian
Agreement, dated September 1, 1994, between Brown Brothers
Harriman & Company and Fidelity Advisor Series I on behalf of
Fidelity Advisor Growth Opportunities Fund, Fidelity Advisor
Large Cap Fund, Fidelity Advisor Mid Cap Fund, and Fidelity
Advisor Strategic Opportunities Fund (currently known as
Fidelity Advisor Value Strategies Fund) is filed herein as
Exhibit g(7).
(8) Addendum, dated October 21, 1996, to the Custodian Agreement,
dated September 1, 1994, between Brown Brothers Harriman &
Company and Fidelity Advisor Series I on behalf of Fidelity
Advisor Growth Opportunities Fund, Fidelity Advisor Large Cap
Fund, Fidelity Advisor Mid Cap Fund, and Fidelity Advisor
Strategic Opportunities Fund (currently known as Fidelity
Advisor Value Strategies Fund) is incorporated herein by
reference to Exhibit g(4) of Fidelity Commonwealth Trust's
(File No. 2-52322) Post-Effective Amendment No. 68.
(9) Custodian Agreement and Appendix C, dated February 1, 1996,
between State Street Bank and Trust Company and Fidelity
Advisor Series I on behalf of Fidelity Advisor Small Cap
Fund, Fidelity Advisor Dividend Growth Fund, Fidelity Advisor
Retirement Growth Fund, and Fidelity Advisor Asset Allocation
Fund are incorporated herein by reference to Exhibit 8(b) of
Fidelity Institutional Trust's (File No. 33-15983)
Post-Effective Amendment No. 22.
(10) Appendix A, dated November 19, 1998, to the Custodian
Agreement, dated February 1, 1996, between State Street Bank
and Trust Company and Fidelity Advisor Series I on behalf of
Fidelity Advisor Small Cap Fund, Fidelity Advisor Dividend
Growth Fund, Fidelity Advisor Retirement Growth Fund, and
Fidelity Advisor Asset Allocation Fund is incorporated herein
by reference to Exhibit g(2) of Fidelity Advisor Series
VIII's (File No. 2-86711) Post-Effective Amendment No. 53.
(11) Appendix B, dated September 16, 1999, to the Custodian
Agreement, dated February 1, 1996, between State Street Bank
and Trust Company and Fidelity Advisor Series I on behalf of
Fidelity Advisor Small Cap Fund, Fidelity Advisor Dividend
Growth Fund, Fidelity Advisor Retirement Growth Fund, and
Fidelity Advisor Asset Allocation Fund is filed herein as
Exhibit g(11).
(12) Addendum, dated October 21, 1996, to the Custodian Agreement,
dated February 1, 1996, between State Street Bank and Trust
Company and Fidelity Advisor Series I on behalf of Fidelity
Advisor Small Cap Fund, Fidelity Advisor Dividend Growth
Fund, Fidelity Advisor Retirement Growth Fund, and Fidelity
Advisor Asset Allocation Fund is incorporated herein by
reference to Exhibit g(4) of Fidelity Advisor Series VIII's
(File No. 2-86711) Post-Effective Amendment No. 54.
(13) Fidelity Group Repo Custodian Agreement among The Bank of New
York, J. P. Morgan Securities, Inc., and Fidelity Advisor
Series I on behalf of Fidelity Equity Portfolio Growth
(currently known as Fidelity Advisor Equity Growth Fund),
Fidelity Advisor Large Cap Fund, and Fidelity Advisor Mid Cap
Fund, dated February 12, 1996, is incorporated herein by
reference to Exhibit 8(d) of Fidelity Institutional Cash
Portfolio's (File No. 2-74808) Post-Effective Amendment No.
31.
(14) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and Fidelity Advisor Series I on
behalf of Fidelity Equity Portfolio Growth (currently known
as Fidelity Advisor Equity Growth Fund), Fidelity Advisor Mid
Cap Fund, and Fidelity Advisor Large Cap Fund, dated February
12, 1996, is incorporated herein by reference to Exhibit 8(e)
of Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
(15) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and Fidelity Advisor Series
I on behalf of Fidelity Equity Portfolio Growth (currently
known as Fidelity Advisor Equity Growth Fund), Fidelity
Advisor Large Cap Fund, and Fidelity Advisor Mid Cap Fund,
dated November 13, 1995, is incorporated herein by reference
to Exhibit 8(f) of Fidelity Institutional Cash Portfolios'
(File No. 2-74808) Post-Effective Amendment No. 31.
(16) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between Chemical Bank and Fidelity Advisor Series I on behalf
of Fidelity Equity Portfolio Growth (currently known as
Fidelity Advisor Equity Growth Fund), Fidelity Advisor Mid
Cap Fund, and Fidelity Advisor Large Cap Fund, dated November
13, 1995, is incorporated herein by reference to Exhibit 8(g)
of Fidelity Institutional Cash Portfolios'(File No. 2-74808)
Post-Effective Amendment No. 31.
(17) Joint Trading Account Custody Agreement between The Bank of
New York and Fidelity Advisor Series I on behalf of Fidelity
Advisor Equity Growth Fund, dated May 11, 1995, is
incorporated herein by reference to Exhibit 8(h) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
(18) First Amendment to Joint Trading Account Custody Agreement
between The Bank of New York and Fidelity Advisor Series I on
behalf of Fidelity Advisor Equity Growth Fund, dated July 14,
1995, is incorporated herein by reference to Exhibit 8(i) of
Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
(19) Forms of Fidelity Group Repo Custodian Agreement and Schedule
1 among The Bank of New York, J.P. Morgan Securities, Inc.,
and Fidelity Advisor Series I on behalf of Fidelity Advisor
Asset Allocation Fund, Fidelity Advisor Balanced Fund,
Fidelity Advisor Dividend Growth Fund, Fidelity Advisor
Equity Income Fund, Fidelity Advisor Growth & Income Fund,
Fidelity Advisor Growth Opportunities Fund, Fidelity Advisor
Retirement Growth Fund, Fidelity Advisor Strategic
Opportunities Fund (currently known as Fidelity Advisor Value
Strategies Fund), and Fidelity Advisor TechnoQuant Growth
Fund are incorporated herein by reference to Exhibit (g)(20)
of Post-Effective Amendment No. 48.
(20) Forms of Fidelity Group Repo Custodian Agreement and Schedule
1 among Chemical Bank, Greenwich Capital Markets, Inc., and
Fidelity Advisor Series I on behalf of Fidelity Advisor Asset
Allocation Fund, Fidelity Advisor Balanced Fund, Fidelity
Advisor Dividend Growth Fund, Fidelity Advisor Equity Income
Fund, Fidelity Advisor Growth & Income Fund, Fidelity Advisor
Growth Opportunities Fund, Fidelity Advisor Retirement Growth
Fund, Fidelity Advisor Strategic Opportunities Fund
(currently known as Fidelity Advisor Value Strategies Fund),
and Fidelity Advisor TechnoQuant Growth Fund are incorporated
herein by reference to Exhibit (g)(21) of Post-Effective
Amendment No. 48.
(21) Forms of Joint Trading Account Custody Agreement and First
Amendment to Joint Trading Account Custody Agreement between
The Bank of New York and Fidelity Advisor Series I on behalf
of Fidelity Advisor Asset Allocation Fund, Fidelity Advisor
Balanced Fund, Fidelity Advisor Dividend Growth Fund,
Fidelity Advisor Equity Income Fund, Fidelity Advisor Growth
& Income Fund, Fidelity Advisor Growth Opportunities Fund,
Fidelity Advisor Retirement Growth Fund, Fidelity Advisor
Strategic Opportunities Fund (currently known as Fidelity
Advisor Value Strategies Fund), and Fidelity Advisor
TechnoQuant Growth Fund are incorporated herein by reference
to Exhibit (g)(22) of Post-Effective Amendment No. 48.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Asset Allocation Fund: Class A is filed
herein as Exhibit m(1).
(2) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Asset Allocation Fund: Class T is filed
herein as Exhibit m(2).
(3) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Asset Allocation Fund: Class B is filed
herein as Exhibit m(3).
(4) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Asset Allocation Fund: Class C is filed
herein Exhibit m(4).
(5) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Asset Allocation Fund: Institutional Class
is filed herein as Exhibit m(5).
(6) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Balanced Fund: Class A is filed herein as
Exhibit m(6).
(7) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Balanced Fund: Class T is filed herein as
Exhibit m(7).
(8) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Balanced Fund: Class B is filed herein as
Exhibit m(8).
(9) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Balanced Fund: Class C is filed herein as
Exhibit m(9).
(10) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Balanced Fund: Institutional Class is filed
herein as Exhibit m(10).
(11) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Dividend Growth Fund: Class A is filed
herein as Exhibit m(11).
(12) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Dividend Growth Fund: Class T is filed
herein as Exhibit m(12).
(13) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Dividend Growth Fund: Class B is filed
herein as Exhibit m(13).
(14) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Dividend Growth Fund: Class C is filed
herein as Exhibit m(14).
(15) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Dividend Growth Fund: Institutional Class is
filed herein as Exhibit m(15).
(16) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Growth Fund: Class A is filed herein
as Exhibit m(16).
(17) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Growth Fund: Class T is filed herein
as Exhibit m(17).
(18) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Growth Fund: Class B is filed herein
as Exhibit m(18).
(19) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Growth Fund: Class C is filed herein
as Exhibit m(19).
(20) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Growth Fund (formerly known as
Fidelity Advisor Equity Portfolio Growth): Institutional
Class is filed herein as Exhibit m(20).
(21) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Income Fund: Class A is filed herein
as Exhibit m(21).
(22) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Income Fund: Class T is filed herein
as Exhibit m(22).
(23) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Income Fund: Class B is filed herein
as Exhibit m(23).
(24) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Income Fund: Class C is filed herein
as Exhibit m(24).
(25) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Income Fund: Institutional Class is
filed herein as Exhibit (m)(25).
(26) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Growth & Income Fund: Class A is filed
herein as Exhibit m(26).
(27) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Growth & Income Fund: Class T is filed
herein as Exhibit m(27).
(28) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Growth & Income Fund: Class B is filed
herein as Exhibit m(28).
(29) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Growth & Income Fund: Class C is filed as
Exhibit m(29).
(30) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Growth & Income Fund: Institutional Class is
filed herein as Exhibit m(30).
(31) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Growth Opportunities Fund: Class A is filed
herein as Exhibit m(31).
(32) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Growth Opportunities Fund: Class T is filed
herein as Exhibit m(32).
(33) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Growth Opportunities Fund: Class B is filed
herein as Exhibit m(33).
(34) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Growth Opportunities Fund: Class C is filed
herein as Exhibit m(34).
(35) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Growth Opportunities Fund: Institutional
Class is filed herein as Exhibit m(35).
(36) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Large Cap Fund: Class A is filed herein as
Exhibit m(36).
(37) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Large Cap Fund: Class T is filed herein as
Exhibit m(37).
(38) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Large Cap Fund: Class B is filed herein as
Exhibit m(38).
(39) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Large Cap Fund: Class C is filed herein as
Exhibit m(39).
(40) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Large Cap Fund: Institutional Class is filed
herein as Exhibit m(40).
(41) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Mid Cap Fund: Class A is filed herein as
Exhibit m(41).
(42) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Mid Cap Fund: Class T (formerly known as
Class A) is filed herein as Exhibit m(42).
(43) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Mid Cap Fund: Class B is filed herein as
Exhibit m(43).
(44) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Mid Cap Fund: Class C is filed herein as
Exhibit m(44).
(45) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Mid Cap Fund: Institutional Class is filed
herein as Exhibit m(45).
(46) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Retirement Growth Fund: Class A is filed
herein as Exhibit m(46).
(47) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Retirement Growth Fund: Class T is filed
herein as Exhibit m(47).
(48) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Retirement Growth Fund: Class B is filed
herein as Exhibit m(48).
(49) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Retirement Growth Fund: Class C is filed
herein as Exhibit m(49).
(50) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Retirement Growth Fund: Institutional Class
is filed herein as Exhibit m(50).
(51) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Small Cap Fund: Class A is filed herein as
Exhibit m(51).
(52) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Small Cap Fund: Class T is filed herein as
Exhibit m(52).
(53) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Small Cap Fund: Class B is filed herein as
Exhibit m(53).
(54) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Small Cap Fund: Class C is filed herein as
Exhibit m(54).
(55) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Small Cap Fund: Institutional Class is filed
herein as Exhibit m(55).
(56) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Value Strategies Fund (formerly known as
Fidelity Advisor Strategic Opportunities Fund): Class A is
filed herein as Exhibit m(56).
(57) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Value Strategies Fund (formerly known as
Fidelity Advisor Strategic Opportunities Fund): Class T is
filed herein as Exhibit m(57).
(58) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Value Strategies Fund (formerly known as
Fidelity Advisor Strategic Opportunities Fund): Class B is
filed herein as Exhibit m(58).
(59) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Value Strategies Fund (formerly known as
Fidelity Advisor Strategic Opportunities Fund): Institutional
Class is filed herein as Exhibit m(59).
(60) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor TechnoQuant Growth Fund: Class A is filed
herein as Exhibit m(60).
(61) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor TechnoQuant Growth Fund: Class T is filed
herein as Exhibit m(61).
(62) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor TechnoQuant Growth Fund: Class B is filed
herein as Exhibit m(62).
(63) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor TechnoQuant Growth Fund: Class C is filed
herein as Exhibit m(63).
(64) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor TechnoQuant Growth Fund: Institutional Class
is filed herein as Exhibit m(64).
(n) Not applicable.
(o) (1) Multiple Class of Shares Plan pursuant to Rule 18f-3, dated
March 19, 1998, is incorporated herein by reference to
Exhibit 18(a) of Post-Effective Amendment No. 45.
(2) Schedule I, dated August 30, 1999, to Multiple Class of
Shares Plan pursuant to Rule 18f-3 on behalf of Fidelity
Advisor Equity Growth Fund, Fidelity Advisor Growth
Opportunities Fund, Fidelity Advisor Equity Income Fund,
Fidelity Advisor Balanced Fund, Fidelity Advisor Large Cap
Fund, Fidelity Advisor Mid Cap Fund, Fidelity Advisor Small
Cap Fund, Fidelity Advisor Value Strategies Fund, Fidelity
Advisor TechnoQuant Growth Fund, Fidelity Advisor Growth &
Income Fund, Fidelity Advisor Dividend Growth Fund, Fidelity
Advisor Retirement Growth Fund, and Fidelity Advisor Asset
Allocation Fund is filed herein as Exhibit (o)(2).
Item 24. Trusts Controlled by or under Common Control with this Trust
The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management & Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity funds. Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.
Item 25. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification
shall be provided to any past or present Trustee or officer. It states
that the Trust shall indemnify any present or past trustee or officer
to the fullest extent permitted by law against liability, and all
expenses reasonably incurred by him or her in connection with any
claim, action, suit or proceeding in which he or she is involved by
virtue of his or her service as a trustee or officer and against any
amount incurred in settlement thereof. Indemnification will not be
provided to a person adjudged by a court or other adjudicatory body to
be liable to the Trust or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of his
or her duties (collectively, "disabling conduct"), or not to have
acted in good faith in the reasonable belief that his or her action
was in the best interest of the Trust. In the event of a settlement,
no indemnification may be provided unless there has been a
determination, as specified in the Declaration of Trust, that the
officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
Pursuant to the agreement by which Fidelity Service Company, Inc.
("FSC") is appointed transfer agent, the Trust agrees to indemnify and
hold FSC harmless against any losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting
from:
(1) any claim, demand, action or suit brought by any person other
than the Trust, including by a shareholder, which names FSC and/or the
Trust as a party and is not based on and does not result from FSC's
willful misfeasance, bad faith or negligence or reckless disregard of
duties, and arises out of or in connection with FSC's performance
under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent
contributed to by FSC's willful misfeasance, bad faith or negligence
or reckless disregard of its duties) which results from the negligence
of the Trust, or from FSC's acting upon any instruction(s) reasonably
believed by it to have been executed or communicated by any person
duly authorized by the Trust, or as a result of FSC's acting in
reliance upon advice reasonably believed by FSC to have been given by
counsel for the Trust, or as a result of FSC's acting in reliance upon
any instrument or stock certificate reasonably believed by it to have
been genuine and signed, countersigned or executed by the proper
person.
Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC harmless against any
losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other
than the Registrant, including by a shareholder, which names FIIOC
and/or the Registrant as a party and is not based on and does not
result from FIIOC's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with
FIIOC's performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent
contributed to by FIIOC's willful misfeasance, bad faith or negligence
or reckless disregard of duties) which results from the negligence of
the Registrant, or from FIIOC's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of FIIOC's
acting in reliance upon advice reasonably believed by FIIOC to have
been given by counsel for the Registrant, or as a result of FIIOC's
acting in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.
Item 26. Business and Other Connections of Investment Advisers
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
82 Devonshire Street, Boston, MA 02109
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held,
during the past two fiscal years, the following positions of a
substantial nature.
Edward C. Johnson 3d Chairman of the Board and
Director of FMR; President
and Chief Executive Officer
of FMR Corp.; Chairman of
the Board and Director of
FMR Corp., Fidelity
Investments Money
Management, Inc. (FIMM),
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.), and Fidelity
Management & Research (Far
East) Inc. (FMR Far East);
Chairman of the Executive
Committee of FMR; Chairman
and Representative Director
of Fidelity Investments
Japan Limited (FIJ);
President and Trustee of
funds advised by FMR.
Robert C. Pozen President and Director of
FMR; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FIMM, FMR U.K.,
and FMR Far East; Director
of Strategic Advisers, Inc.;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.
Peter S. Lynch Vice Chairman of the Board
and Director of FMR.
John Avery Vice President of FMR.
Robert Bertelson Vice President of FMR.
John H. Carlson Vice President of FMR and of
funds advised by FMR.
Robert C. Chow Vice President of FMR.
Dwight D. Churchill Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR; Vice
President of FIMM.
Laura B. Cronin Vice President of FMR and
Treasurer of FMR, FIMM, FMR
U.K., and FMR Far East.
Barry Coffman Vice President of FMR.
Arieh Coll Vice President of FMR.
Catherine Collins Vice President of FMR.
Frederic G. Corneel Tax Counsel of FMR.
William Danoff Senior Vice President of FMR
and Vice President of funds
advised by FMR.
Scott E. DeSano Vice President of FMR.
Penelope Dobkin Vice President of FMR and of
a fund advised by FMR.
Walter C. Donovan Vice President of FMR.
Bettina Doulton Senior Vice President of FMR
and of funds advised by FMR.
Stephen DuFour Vice President of FMR.
Margaret L. Eagle Vice President of FMR and of
a fund advised by FMR.
William R. Ebsworth Vice President of FMR.
David Felman Vice President of FMR.
Richard B. Fentin Senior Vice President of FMR
and Vice President of a fund
advised by FMR.
Karen Firestone Vice President of FMR.
Michael B. Fox Assistant Treasurer of FMR,
FIMM, FMR U.K., and FMR Far
East; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FMR U.K.,
FMR Far East, and FIMM.
Gregory Fraser Vice President of FMR and of
a fund advised by FMR.
Jay Freedman Assistant Clerk of FMR; Clerk
of FMR Corp., FMR U.K., FMR
Far East, and Strategic
Advisers, Inc.; Secretary of
FIMM; Vice President Deputy
General Counsel FMR Corp.
David L. Glancy Vice President of FMR and of
a fund advised by FMR.
Barry A. Greenfield Vice President of FMR.
Boyce I. Greer Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR;
Vice President of FIMM.
Bart A. Grenier Senior Vice President of FMR
and Vice President of
High-Income Funds advised by
FMR.
Robert J. Haber Vice President of FMR.
Richard C. Habermann Senior Vice President of FMR
and Vice President of funds
advised by FMR.
Fred L. Henning Jr. Senior Vice President of FMR;
Senior Vice President of
FIMM; Vice President of
Fixed-Income Funds advised
by FMR.
Bruce T. Herring Vice President of FMR.
Robert F. Hill Vice President of FMR and
Director of Technical
Research.
Frederick Hoff Vice President of FMR.
Abigail P. Johnson Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.; Associate
Director and Senior Vice
President of Equity Funds
advised by FMR.
David B. Jones Vice President of FMR.
Steven Kaye Senior Vice President of FMR
and of a fund advised by FMR.
Francis V. Knox Vice President of FMR;
Compliance Officer of FMR
U.K. and FMR Far East.
Harris Leviton Vice President of FMR.
Bradford E. Lewis Vice President of FMR and of
funds advised by FMR.
Richard R. Mace Jr. Vice President of FMR and of
funds advised by FMR.
Shigeki Makino Vice President of FMR.
Charles A. Mangum Vice President of FMR and of
a fund advised by FMR.
Kevin McCarey Vice President of FMR and of
a fund advised by FMR.
James McDowell Senior Vice President of FMR.
Neal P. Miller Vice President of FMR.
Jacques Perold Vice President of FMR.
Stephen Petersen Senior Vice President of FMR.
Alan Radlo Vice President of FMR.
Eric D. Roiter Vice President, General
Counsel, and Clerk of FMR
and Secretary of funds
advised by FMR.
Lee H. Sandwen Vice President of FMR.
Patricia A. Satterthwaite Vice President of FMR and of
a fund advised by FMR.
Fergus Shiel Vice President of FMR.
Richard A. Silver Vice President of FMR.
Carol A. Smith-Fachetti Vice President of FMR.
Steven J. Snider Vice President of FMR and of
funds advised by FMR.
Thomas T. Soviero Vice President of FMR and of
a fund advised by FMR.
Richard Spillane Senior Vice President of FMR;
Associate Director and
Senior Vice President of
Equity Funds advised by FMR;
Previously, Senior Vice
President and Director of
Operations and Compliance of
FMR U.K.
Thomas M. Sprague Vice President of FMR and of
a fund advised by FMR.
Robert E. Stansky Senior Vice President of FMR
and Vice President of a fund
advised by FMR.
Scott D. Stewart Vice President of FMR.
Beth F. Terrana Senior Vice President of FMR
and Vice President of funds
advised by FMR.
Yoko Tilley Vice President of FMR.
Joel C. Tillinghast Vice President of FMR and of
a fund advised by FMR.
Robert Tuckett Vice President of FMR.
Jennifer Uhrig Vice President of FMR and of
funds advised by FMR.
George A. Vanderheiden Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.
Jason Weiner Vice President of FMR.
Steven S. Wymer Vice President of FMR and of
a fund advised by FMR.
(2) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
25 Lovat Lane, London, EC3R 8LL, England
FMR U.K. provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company. The
directors and officers of the Sub-Adviser have held the following
positions of a substantial nature during the past two fiscal years.
Edward C. Johnson 3d Chairman of the Board and
Director of FMR U.K., FMR,
FMR Corp., FIMM, and FMR Far
East; President and Chief
Executive Officer of FMR
Corp.; Chairman of the
Executive Committee of FMR;
Chairman and Representative
Director of Fidelity
Investments Japan Limited
(FIJ); President and Trustee
of funds advised by FMR.
Robert C. Pozen President and Director of FMR
U.K.; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FIMM, FMR, and
FMR Far East; Director of
Strategic Advisers, Inc.;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.
Laura B. Cronin Treasurer of FMR U.K., FMR
Far East, FMR, and FIMM and
Vice President of FMR.
Michael B. Fox Assistant Treasurer of FMR
U.K., FMR, FMR Far East, and
FIMM; Vice President of FMR
U.K., FMR Far East, and
FIMM; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.
Simon Fraser Senior Vice President of FMR
U.K. and Director and
President of FIIA.
Jay Freedman Clerk of FMR U.K., FMR Far
East, FMR Corp., and
Strategic Advisers, Inc.;
Assistant Clerk of FMR;
Secretary of FIMM; Vice
President Deputy General
Counsel FMR Corp.
Susan Englander Hislop Assistant Clerk of FMR U.K.,
FMR Far East, and Strategic
Advisers, Inc.; Assistant
Secretary of FIMM.
Francis V. Knox Compliance Officer of FMR
U.K. and FMR Far East; Vice
President of FMR.
(3) FIDELITY MANAGEMENT & RESEARCH (Far East) INC. (FMR Far East)
Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105,
Japan
FMR Far East provides investment advisory services to Fidelity
Management & Research Company and Fidelity Management Trust Company.
The directors and officers of the Sub-Adviser have held the following
positions of a substantial nature during the past two fiscal years.
Edward C. Johnson 3d Chairman of the Board and
Director of FMR Far East,
FMR, FMR Corp., FIMM, and
FMR U.K.; Chairman of the
Executive Committee of FMR;
President and Chief
Executive Officer of FMR
Corp.; Chairman and
Representative Director of
Fidelity Investments Japan
Limited (FIJ); President and
Trustee of funds advised by
FMR.
Robert C. Pozen President and Director of FMR
Far East; Senior Vice
President and Trustee of
funds advised by FMR;
President and Director of
FIMM, FMR U.K., and FMR;
Director of Strategic
Advisers, Inc.; Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.
Robert H. Auld Senior Vice President of FMR
Far East.
Laura B. Cronin Treasurer of FMR Far East,
FMR U.K., FMR, and FIMM and
Vice President of FMR.
Michael B. Fox Assistant Treasurer of FMR
Far East, FMR, FMR U.K., and
FIMM; Vice President of FMR
Far East and FMR U.K.; Vice
President and Treasurer of
FMR Corp. and Strategic
Advisers, Inc.
Francis V. Knox Compliance Officer of FMR Far
East and FMR U.K.; Vice
President of FMR.
Jay Freedman Clerk of FMR Far East, FMR
U.K., FMR Corp., and
Strategic Advisers, Inc.;
Assistant Clerk of FMR;
Secretary of FIMM; Vice
President Deputy General
Counsel FMR Corp.
Susan Englander Hislop Assistant Clerk of FMR Far
East, FMR U.K., and
Strategic Advisers, Inc.;
Assistant Secretary of FIMM.
Billy Wilder Vice President of FMR Far
East; President and
Representative Director of
FIJ.
(4) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)
1 Spartan Way, Merrimack, NH 03054
FIMM provides investment advisory services to Fidelity Management &
Research Company. The directors and officers of the Sub-Adviser have
held the following positions of a substantial nature during the past
two fiscal years.
Edward C. Johnson 3d Chairman of the Board and
Director of FIMM, FMR, FMR
Corp., FMR Far East, and FMR
U.K.; Chairman of the
Executive Committee of FMR;
President and Chief
Executive Officer of FMR
Corp.; Chairman and
Representative Director of
Fidelity Investments Japan
Limited (FIJ); President and
Trustee of funds advised by
FMR.
Robert C. Pozen President and Director of
FIMM; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FMR, FMR U.K.,
and FMR Far East; Director
of Strategic Advisers, Inc.;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.
Fred L. Henning Jr. Senior Vice President of
FIMM; Senior Vice President
of FMR and Vice President of
Fixed-Income Funds advised
by FMR.
Boyce I. Greer Vice President of FIMM;
Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR.
Dwight D. Churchill Vice President of FIMM;
Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR.
Laura B. Cronin Treasurer of FIMM, FMR Far
East, FMR U.K., and FMR and
Vice President of FMR.
Michael B. Fox Assistant Treasurer of FIMM,
FMR U.K., FMR Far East, and
FMR; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FIMM, FMR
U.K., and FMR Far East.
Jay Freedman Secretary of FIMM; Clerk of
FMR U.K., FMR Far East, FMR
Corp., and Strategic
Advisers, Inc.; Assistant
Clerk of FMR; Vice President
Deputy General Counsel FMR
Corp.
Susan Englander Hislop Assistant Secretary of FIMM;
Assistant Clerk of FMR U.K.,
FMR Far East, and Strategic
Advisers, Inc.
Stanley N. Griffith Assistant Secretary of FIMM.
Item 27. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Fund
Edward C. Johnson 3d Director Trustee and President
Michael Mlinac Director None
James Curvey Director None
Martha B. Willis President None
Eric D. Roiter Vice President Secretary
Caron Ketchum Treasurer and Controller None
Gary Greenstein Assistant Treasurer None
Jay Freedman Assistant Clerk None
Linda Holland Compliance Officer None
* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 28. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
respective custodians, The Chase Manhattan Bank, 1 Chase Manhattan
Plaza, New York, NY, Brown Brothers Harriman & Co., 40 Water Street,
Boston, MA, or State Street Bank & Trust Company, 1776 Heritage Drive,
Quincy, MA.
Item 29. Management Services
Not applicable.
Item 30. Undertakings
(a) The Registrant undertakes for Fidelity Advisor Dividend Growth
Fund, Fidelity Advisor Retirement Growth Fund, and Fidelity Advisor
Asset Allocation Fund: (1) to call a meeting of shareholders for the
purpose of voting upon the questions of removal of a trustee or
trustees, when requested to do so by record holders of not less than
10% of its outstanding shares; and (2) to assist in communications
with other shareholders pursuant to Section 16(c)(1) and (2), whenever
shareholders meeting the qualifications set forth in Section 16(c)
seek the opportunity to communicate with other shareholders with a
view toward requesting a meeting.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 50 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, and Commonwealth of Massachusetts, on the 9th day
of November 1999.
Fidelity Advisor Series I
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
(Signature) (Title) (Date)
/s/Edward C. Johnson 3d President and Trustee November 9, 1999
(dagger)
Edward C. Johnson 3d (Principal Executive Officer)
/s/Richard A. Silver Treasurer November 9, 1999
Richard A. Silver
/s/Robert C. Pozen Trustee November 9, 1999
Robert C. Pozen
/s/Ralph F. Cox Trustee November 9, 1999
*
Ralph F. Cox
/s/Phyllis Burke Davis Trustee November 9, 1999
*
Phyllis Burke Davis
/s/Robert M. Gates Trustee November 9, 1999
**
Robert M. Gates
/s/E. Bradley Jones Trustee November 9, 1999
*
E. Bradley Jones
/s/Donald J. Kirk Trustee November 9, 1999
*
Donald J. Kirk
/s/Peter S. Lynch Trustee November 9, 1999
*
Peter S. Lynch
/s/Marvin L. Mann Trustee November 9, 1999
*
Marvin L. Mann
/s/William O. McCoy Trustee November 9, 1999
*
William O. McCoy
/s/Gerald C. McDonough Trustee November 9, 1999
*
Gerald C. McDonough
/s/Thomas R. Williams Trustee November 9, 1999
*
Thomas R. Williams
</TABLE>
(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 19, 1996 and filed herewith.
** Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated March 6, 1997 and filed herewith.
POWER OF ATTORNEY
I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:
Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash
Fidelity Advisor Series III Portfolios
Fidelity Advisor Series IV Fidelity Institutional
Fidelity Advisor Series V Tax-Exempt Cash Portfolios
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts
Fidelity Beacon Street Trust Municipal Trust
Fidelity Boston Street Trust Fidelity Money Market Trust
Fidelity California Municipal Fidelity Mt. Vernon Street
Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust
Fidelity Commonwealth Trust Fidelity New York Municipal
Fidelity Concord Street Trust Trust II
Fidelity Congress Street Fund Fidelity Phillips Street Trust
Fidelity Contrafund Fidelity Puritan Trust
Fidelity Corporate Trust Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Daily Money Fund Fidelity Sterling Performance
Fidelity Destiny Portfolios Portfolio, L.P.
Fidelity Deutsche Mark Fidelity Summer Street Trust
Performance Fidelity Trend Fund
Portfolio, L.P. Fidelity U.S.
Fidelity Devonshire Trust Investments-Bond Fund, L.P.
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Government
Fidelity Fixed-Income Trust Securities
Fidelity Government Fund, L.P.
Securities Fund Fidelity Union Street Trust
Fidelity Hastings Street Trust Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
Variable Insurance Products
Fund III
in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof. This power of attorney is effective for all documents
filed on or after August 1, 1997.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d July 17, 1997
Edward C. Johnson 3d
POWER OF ATTORNEY
We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:
Fidelity Aberdeen Street Trust Fidelity Government
Fidelity Advisor Annuity Fund Securities Fund
Fidelity Advisor Series I Fidelity Hastings Street Trust
Fidelity Advisor Series II Fidelity Hereford Street Trust
Fidelity Advisor Series III Fidelity Income Fund
Fidelity Advisor Series IV Fidelity Institutional Cash
Fidelity Advisor Series V Portfolios
Fidelity Advisor Series VI Fidelity Institutional
Fidelity Advisor Series VII Tax-Exempt Cash Portfolios
Fidelity Advisor Series VIII Fidelity Institutional Trust
Fidelity Beacon Street Trust Fidelity Investment Trust
Fidelity Boston Street Trust Fidelity Magellan Fund
Fidelity California Municipal Fidelity Massachusetts
Trust Municipal Trust
Fidelity California Municipal Fidelity Money Market Trust
Trust II Fidelity Mt. Vernon Street
Fidelity Capital Trust Trust
Fidelity Charles Street Trust Fidelity Municipal Trust
Fidelity Commonwealth Trust Fidelity Municipal Trust II
Fidelity Congress Street Fund Fidelity New York Municipal
Fidelity Contrafund Trust
Fidelity Corporate Trust Fidelity New York Municipal
Fidelity Court Street Trust Trust II
Fidelity Court Street Trust II Fidelity Phillips Street Trust
Fidelity Covington Trust Fidelity Puritan Trust
Fidelity Daily Money Fund Fidelity Revere Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity School Street Trust
Fidelity Destiny Portfolios Fidelity Securities Fund
Fidelity Deutsche Mark Fidelity Select Portfolios
Performance Fidelity Sterling Performance
Portfolio, L.P. Portfolio, L.P.
Fidelity Devonshire Trust Fidelity Summer Street Trust
Fidelity Exchange Fund Fidelity Trend Fund
Fidelity Financial Trust Fidelity U.S.
Fidelity Fixed-Income Trust Investments-Bond Fund, L.P.
Fidelity U.S.
Investments-Government
Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 1997.
WITNESS our hands on this nineteenth day of December, 1996.
/s/Edward C. Johnson /s/Peter S.
3d___________ Lynch________________
Edward C. Johnson 3d Peter S. Lynch
/s/J. Gary /s/William O.
Burkhead_______________ McCoy______________
J. Gary Burkhead William O. McCoy
/s/Ralph F. Cox /s/Gerald C.
__________________ McDonough___________
Ralph F. Cox Gerald C. McDonough
/s/Phyllis Burke /s/Marvin L.
Davis_____________ Mann________________
Phyllis Burke Davis Marvin L. Mann
/s/E. Bradley /s/Thomas R. Williams
Jones________________ ____________
E. Bradley Jones Thomas R. Williams
/s/Donald J. Kirk
__________________
Donald J. Kirk
POWER OF ATTORNEY
I, the undersigned Director, Trustee, or General Partner, as the case
may be, of the following investment companies:
Fidelity Aberdeen Street Trust Fidelity Government
Fidelity Advisor Annuity Fund Securities Fund
Fidelity Advisor Series I Fidelity Hastings Street Trust
Fidelity Advisor Series II Fidelity Hereford Street Trust
Fidelity Advisor Series III Fidelity Income Fund
Fidelity Advisor Series IV Fidelity Institutional Cash
Fidelity Advisor Series V Portfolios
Fidelity Advisor Series VI Fidelity Institutional
Fidelity Advisor Series VII Tax-Exempt Cash Portfolios
Fidelity Advisor Series VIII Fidelity Institutional Trust
Fidelity Beacon Street Trust Fidelity Investment Trust
Fidelity Boston Street Trust Fidelity Magellan Fund
Fidelity California Municipal Fidelity Massachusetts
Trust Municipal Trust
Fidelity California Municipal Fidelity Money Market Trust
Trust II Fidelity Mt. Vernon Street
Fidelity Capital Trust Trust
Fidelity Charles Street Trust Fidelity Municipal Trust
Fidelity Commonwealth Trust Fidelity Municipal Trust II
Fidelity Congress Street Fund Fidelity New York Municipal
Fidelity Contrafund Trust
Fidelity Corporate Trust Fidelity New York Municipal
Fidelity Court Street Trust Trust II
Fidelity Court Street Trust II Fidelity Phillips Street Trust
Fidelity Covington Trust Fidelity Puritan Trust
Fidelity Daily Money Fund Fidelity Revere Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity School Street Trust
Fidelity Destiny Portfolios Fidelity Securities Fund
Fidelity Deutsche Mark Fidelity Select Portfolios
Performance Fidelity Sterling Performance
Portfolio, L.P. Portfolio, L.P.
Fidelity Devonshire Trust Fidelity Summer Street Trust
Fidelity Exchange Fund Fidelity Trend Fund
Fidelity Financial Trust Fidelity U.S.
Fidelity Fixed-Income Trust Investments-Bond Fund, L.P.
Fidelity U.S.
Investments-Government
Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to
sign for me and in my name in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in my name
and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after March 1,
1997.
WITNESS my hand on the date set forth below.
/s/Robert M. Gates March 6, 1997
Robert M. Gates
Exhibit d(12)
MANAGEMENT CONTRACT
BETWEEN
FIDELITY ADVISOR SERIES I:
FIDELITY ADVISOR VALUE STRATEGIES FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AMENDMENT made as of this 1st day of July 1999, by and between
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 Fidelity Advisor Value Strategies
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 February 28, 1998, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and the Adviser, take effect on July 1, 1999.
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 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 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 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 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. Management Fee. 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
Basic Fee and, while in effect, a Performance Adjustment. The
Performance Adjustment will be in effect only through the last
calendar day of the 18 calendar month period beginning on the date
that this amended Contract takes effect. After that date, the
management fee will be composed of a Basic Fee only. The Performance
Adjustment is subtracted from the Basic Fee if the Portfolio
experiences worse performance than the Standard and Poor's Daily Stock
Price Index of 500 Common Stocks (the "Index"). The Performance
Adjustment is not cumulative. A reduction in the fee will be made for
a month even though the performance of the Portfolio over some period
of time shorter than the performance period has been ahead of that of
the Index. The Basic Fee and, while in effect, the Performance
Adjustment will be computed as follows:
(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the
Group Fee Rate and the Individual Fund Fee Rate calculated to the
nearest millionth decimal place as follows:
(i) 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 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
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
(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
.30%.
(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to
the average of the net assets of the Portfolio (computed in the manner
set forth in the Fund's Declaration of Trust or other organizational
document) determined as of the close of business on each business day
throughout the month. The resulting dollar amount comprises the Basic
Fee.
(c) Performance Adjustment Rate: This sub-paragraph (c) will be in
effect only through the last calendar day of the 18 calendar month
period beginning on the date that this amended Contract takes effect,
and will have no force or effect thereafter. The Performance
Adjustment Rate is 0.02% for each percentage point (the performance of
the Portfolio and the Index each being calculated to the nearest
0.01%) that the Portfolio's investment performance for the performance
period was worse than the record of the Index as then constituted.
The maximum negative performance adjustment rate is -0.20%.
The performance period will commence with the first day of the first
full month following the Portfolio's commencement of operations.
During the first eleven months of the performance period for the
Portfolio, there will be no performance adjustment. Starting with the
twelfth month of the performance period, the performance adjustment
will take effect. Following the twelfth month a new month will be
added to the performance period until the performance period equals 36
months. Thereafter the performance period will consist of the current
month plus the previous 35 months.
The Portfolio's investment performance for the period shall be the
cumulative monthly asset-weighted investment performance of all
classes of shares of the Portfolio over the performance period. The
asset-weighted investment performance for the Portfolio for a given
month will be calculated by multiplying the investment performance of
each class for that month by its average net assets (determined as of
the close of business on each business day of the month), adding the
results together and dividing the sum by the aggregate net assets of
all classes of the Portfolio for that month. Any class that does not
complete a full month of operations in a given month will be excluded
from the calculation of the Portfolio's investment performance for
that month, and its assets will be excluded from the aggregate net
assets of the Portfolio in determining the Portfolio's investment
performance for that month.
The investment performance of each class will be measured by
comparing (i) the opening net asset value of one share of the class on
the first business day of the month with (ii) the closing net asset
value of one share of the class as of the last business day of the
month. In computing the investment performance of each class and the
investment record of the Index, distributions of realized capital
gains, the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end
of such period and dividends paid out of investment income on the part
of the Portfolio, and all cash distributions of the securities
included in the Index, will be treated as reinvested in accordance
with Rule 205-1 or any other applicable rules under the Investment
Advisers Act of 1940, as the same from time to time may be amended.
Although the investment performance of the Portfolio for the
performance period shall be rounded to the nearest 0.01%, this shall
not prevent the monthly investment performance of the classes or of
the Portfolio from being rounded to a greater number of decimal
places.
(d) Performance Adjustment. One-twelfth of the annual Performance
Adjustment Rate will be applied to the average net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration
of Trust or other organizational document) determined as of the close
of business on each business day throughout the month and the
performance period. No Performance Adjustment will be made after the
last calendar day of the 18 calendar month period beginning on the
date that this amended Contract takes effect.
(e) 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 for that
month. The Basic Fee Rate will be computed on the basis of and
applied to net assets averaged over that month ending on the last
business day on which this Contract is in effect. While the
Performance Adjustment is in effect, the amount of the Performance
Adjustment to the Basic Fee will be computed on the basis of and
applied to net assets averaged over the 36-month period ending on the
last business day on which this Contract is in effect provided that if
this Contract has been in effect less than 36 months, the computation
will be made on the basis of the period of time during which it has
been in effect.
4. It is understood that the Portfolio will pay all its expenses,
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, 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, 2000 and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 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 notice 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 securities 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 or other organizational document 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 voting 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 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 Advisor Value Strategies Fund
By /s/ Robert C. Pozen
Robert C. Pozen
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By /s/ Robert C. Pozen
Robert C. Pozen
President
Exhibit g(2)
APPENDIX "A"
TO
CUSTODIAN AGREEMENT
BETWEEN
The Chase Manhattan Bank and each of the following Investment
Companies
Dated as of September 29, 1999
The following is a list of the Funds and their respective Portfolios
for which the Custodian shall serve under a Custodian Agreement dated
as of August 1, 1994:
<TABLE>
<CAPTION>
<S> <C> <C>
FUND PORTFOLIO EFFECTIVE AS OF:
Fidelity Advisor Series I Fidelity Advisor Balanced Fund August 1, 1994
Fidelity Advisor Equity August 1, 1994
Growth Fund
Fidelity Advisor Equity August 1, 1994
Income Fund
Fidelity Advisor Growth & November 14, 1996
Income Fund
Fidelity Advisor TechnoQuant November 14, 1996
Growth Fund
Fidelity Advisor Series II
Fidelity Advisor Series III
Fidelity Advisor Series VII Fidelity Advisor Consumer July 18, 1996
Industries Fund
Fidelity Advisor Cyclical July 18, 1996
Industries Fund
Fidelity Advisor Financial July 18, 1996
Services Fund
Fidelity Advisor Health Care July 18, 1996
Fund
Fidelity Advisor Technology July 18, 1996
Fund
Fidelity Advisor Utilities July 18, 1996
Growth Fund
Fidelity Advisor Series VIII Fidelity Advisor Emerging August 1, 1994
Markets Income Fund
Fidelity Advisor Overseas Fund August 1, 1994
Fidelity Beacon Street Trust Fidelity Managed Currency Fund August 1, 1994
Fidelity Capital Trust Fidelity TechnoQuant Growth October 17, 1996
Fund
Fidelity Charles Street Trust Fidelity Asset Manager August 1, 1994
Fidelity Asset Manager: Growth August 1, 1994
Fidelity Asset Manager: September 22, 1999
Aggressive (1)
Fidelity Asset Manager: Income August 1, 1994
Fidelity Commonwealth Trust Fidelity Mid-Cap Stock Fund* August 1, 1994
Fidelity Deutsche Mark Fidelity Deutsche Mark August 1, 1994
Performance Performance Portfolio, L.P.
Portfolio, L.P.
Fidelity Devonshire Trust Fidelity Equity-Income Fund August 1, 1994
Fidelity Financial Trust Fidelity Equity-Income II Fund August 1, 1994
Fidelity Hastings Street Trust Fidelity Fund August 1, 1994
Fidelity Growth & Income II March 25, 1998
Portfolio
Fidelity Investment Trust Fidelity Diversified Global August 1, 1994
Fund
Fidelity Diversified August 1, 1994
International Fund
Fidelity Emerging Markets Fund August 1, 1994
Fidelity Europe Capital August 1, 1994
Appreciation Fund
Fidelity Europe Fund August 1, 1994
Fidelity International Growth August 1, 1994
& Income Fund
Fidelity International Value August 1, 1994
Fund
Fidelity Japan Fund August 1, 1994
Fidelity Overseas Fund August 1, 1994
Fidelity Pacific Basin Fund August 1, 1994
Fidelity Southeast Asia Fund August 1, 1994
Fidelity Worldwide Fund August 1, 1994
Fidelity Mt. Vernon Street Fidelity New Millennium Fund August 1, 1994
Trust
Fidelity Puritan Trust Fidelity Puritan Fund August 1, 1994
Fidelity Revere Street Trust Taxable Central Cash Fund October 17, 1996
Central Cash Collateral Fund June 22, 1999
Fidelity School Street Trust Fidelity International Bond August 1, 1994
Fund
Fidelity New Markets Income August 1, 1994
Fund
Fidelity Securities Fund Fidelity Growth & Income August 1, 1994
Portfolio
Fidelity Sterling Performance Fidelity Sterling Performance August 1, 1994
Portfolio, L.P.
Portfolio, L.P.
Fidelity Trend Fund Fidelity Trend Fund August 1, 1994
Fidelity Union Street Trust Fidelity Export and August 1, 1994
Multinational Fund
Fidelity Yen Performance Fidelity Yen Performance August 1, 1994
Portfolio, L.P.
Portfolio, L.P.
Variable Insurance Products Equity-Income Portfolio August 1, 1994
Fund
Overseas Portfolio August 1, 1994
Variable Insurance Products Asset Manager Portfolio August 1, 1994
Fund II
Asset Manager: Growth Portfolio August 1, 1994
Variable Insurance Products Balanced Portfolio August 1, 1994
Fund III
Growth & Income Portfolio December 19, 1996
</TABLE>
(1) The addition of Fidelity Charles Street Trust: Fidelity Asset
Manager: Aggressive effective 9/22/99.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Appendix to be executed in its name and behalf as of the day and year
first set forth opposite each such Portfolio.
Each of the Investment The Chase Manhattan Bank
Companies
Listed on this Appendix "A",
on behalf
of each of their respective
Portfolios
By: /s/John Costello By: /s/Matthew Goad
Name: John Costello Name: Matthew Goad
Title: Asst. Treasurer Title: Vice President
Exhibit g(6)
APPENDIX "A"
TO
CUSTODIAN AGREEMENT
BETWEEN
Brown Brothers Harriman & Co. and each of the following Investment
Companies
Dated as of August 11, 1999
The following is a list of Funds and their respective Portfolios for
which the Custodian shall serve under a Custodian Agreement dated as
of September 1, 1994:
<TABLE>
<CAPTION>
<S> <C> <C>
Fund Portfolio Effective as of:
Fidelity Advisor Series I Fidelity Advisor Large Cap Fund January 18, 1996
Fidelity Advisor Mid Cap Fund January 18, 1996
Fidelity Advisor Growth September 1, 1994
Opportunities Fund
Fidelity Advisor Strategic September 1, 1994
Opportunities Fund
Fidelity Advisor Series VII Fidelity Advisor Natural September 1, 1997
Resources Fund
Fidelity Advisor Series VIII Fidelity Advisor October 31, 1997
International Capital
Appreciation Fund
Fidelity Advisor Emerging February 1, 1999
Asia Fund
Fidelity Capital Trust Fidelity Capital Appreciation September 1, 1994
Fund
Fidelity Stock Selector September 1, 1994
Fidelity Value Fund September 1, 1994
Fidelity Commonwealth Trust Fidelity Small Cap Stock Fund March 2, 1998
Fidelity Large Cap Stock Fund May 8, 1995
Fidelity Small Cap Selector March 2, 1998
Fidelity Congress Street Fund Fidelity Congress Street Fund September 1, 1994
Fidelity Contrafund Fidelity Contrafund September 1, 1994
Fidelity Devonshire Trust Fidelity Real Estate September 1, 1994
Investment Portfolio
Fidelity Utilities Fund September 1, 1994
Fidelity Exchange Fund Fidelity Exchange Fund September 1, 1994
Fidelity Financial Trust Fidelity Convertible September 1, 1994
Securities Fund
Fidelity Retirement Growth Fund September 1, 1994
Fidelity Hastings Street Trust Fidelity Fifty September 1, 1994
Fidelity Contrafund II March 19, 1998
Variable Insurance Products Mid Cap Portfolio December 14, 1998.
Fund III
Fidelity Investment Trust Fidelity Canada Fund September 1, 1994
Fidelity France Fund September 14, 1995
Fidelity Germany Fund September 14, 1995
Fidelity Hong Kong & China Fund September 14, 1995
Fidelity Japan Small September 14, 1995
Companies Fund
Fidelity Latin America Fund September 1, 1994
Fidelity Nordic Fund September 14, 1995
Fidelity United Kingdom Fund September 14, 1995
Fidelity Mt. Vernon Street Fidelity Aggressive Growth Fund September 1, 1994
Trust
Fidelity Growth Company Fund September 1, 1994
Fidelity Puritan Trust Fidelity Balanced Fund September 1, 1994
Fidelity Global Balanced Fund September 1, 1994
Fidelity Low-Priced Stock Fund September 1, 1994
Fidelity Securities Fund Fidelity Blue Chip Growth Fund September 1, 1994
Fidelity Dividend Growth Fund September 1, 1994
Fidelity OTC Portfolio September 1, 1994
Fidelity Select Portfolios Air Transportation Portfolio September 1, 1994
American Gold Portfolio September 1, 1994
Automotive Portfolio September 1, 1994
Banking Portfolio* September 1, 1994
Biotechnology Portfolio September 1, 1994
Brokerage and Investment September 1, 1994
Management Portfolio
Business Services and December 18, 1997
Outsourcing Portfolio
Chemicals Portfolio September 1, 1994
Computers Portfolio September 1, 1994
Construction and Housing September 1, 1994
Portfolio
Consumer Industries Portfolio September 1, 1994
Cyclical Industries Portfolio January 16, 1997
Defense and Aerospace Portfolio September 1, 1994
Developing Communications September 1, 1994
Portfolio
Electronics Portfolio September 1, 1994
Energy Portfolio September 1, 1994
Energy Service Portfolio September 1, 1994
Environmental Services September 1, 1994
Portfolio
Financial Services Portfolio September 1, 1994
Food and Agriculture Portfolio September 1, 1994
Health Care Portfolio September 1, 1994
Home Finance Portfolio September 1, 1994
Industrial Equipment Portfolio September 1, 1994
Industrial Materials Portfolio September 1, 1994
Insurance Portfolio September 1, 1994
Leisure Portfolio September 1, 1994
Medical Delivery Portfolio September 1, 1994
Medical Equipment and Systems December 18, 1997
Portfolio
Multimedia Portfolio September 1, 1994
Natural Gas Portfolio September 1, 1994
Natrual Resources Portfolio January 16, 1997
Natural Gas Portfolio September 1, 1994
Paper and Forest Products September 1, 1994
Portfolio
Paper and Forest Products September 1, 1994
Portfolio
Precious Metals and Minerals September 1, 1994
Portfolio
Retailing Portfolio September 1, 1994
Software and Computer Service September 1, 1994
Portfolio
Technology Portfolio September 1, 1994
Telecommunications Portfolio September 1, 1994
Transportation Portfolio September 1, 1994
Utilities Growth Portfolio September 1, 1994
Variable Insurance Products Growth Portfolio September 1, 1994
Fund
Variable Insurance Products Contrafund Portfolio September 1, 1994
Fund II
Variable Insurance Products Growth Opportunities Portfolio September 1, 1994
Fund III
</TABLE>
*Fidelity Select Portfolios: Regional Banks Portfolio changed its name
to Banking Portfolio effective August 2, 1999.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Appendix to be executed in its name and behalf as of the day and year
first set forth opposite each such Portfolio.
Each of the Investment Brown Brothers Harriman & Co.
Companies
Listed on this Appendix "a",
on behalf
of each of their respective
portfolios
By: /s/John Costello By: /s/W. Casey Gildea
Name: John Costello Name: W. Casey Gildea
Title: Asst. Treasurer Title: Manager per pro
Exhibit g(7)
Appendix "B"
To
Custodian Agreement
Between
Brown Brothers Harriman & Co. and Each of the Investment
Companies Listed on Appendix "A" thereto
Dated as of September 16, 1999
The following is a list of Additional Custodians, Special
Subcustodians and Foreign Subcustodians under the Custodian Agreement
dated as of September 1, 1994 (the "Custodian Agreement"):
A. Additional Custodians
CUSTODIAN PURPOSE
Bank of New York FICASH
FITERM
B. Special Subcustodians:
SUBCUSTODIAN PURPOSE
Bank of New York FICASH
C. Foreign Subcustodians:
<TABLE>
<CAPTION>
<S> <C> <C>
COUNTRY FOREIGN SUBCUSTODIAN DEPOSITORY
Argentina Citibank, N.A., Buenos Aires Caja de Valores, S.A.;
(Citibank, N.A., New York Central de Registracion y
Agt. 7/16/81
New York Agreement Amendment Liquidacion de Instrumentos
8/31/90)
de Endeudamiento Publico (CRYL)
BankBoston, N.A., Buenos Aires
(First Nat. Bank of Boston
Agreement 1/15/88
Omnibus Amendment 2/22/94)
Australia National Australia Bank Ltd., Austraclear Limited;
Melbourne
(National Australia Bank Agt. Reserve Bank Information and
5/1/85
Agreement Amendment 2/13/92 Transfer System (RITS)
Omnibus Amendment 11/22/93)
The Clearing House Electronic
Sub-register system
Austria Creditanstalt, AG, Vienna Oesterreichische Kontrollbank
(Creditanstalt Bankverein Aktiengesellschaft (OEKB)
Agreement 12/18/89
Omnibus Amendment 1/17/94)
Bahrain British Bank of the Middle None
East, Manama
Bangladesh Standard Chartered Bank, Dhaka None
(Standard Chartered Bank
Agreement 2/18/92)
Belgium Banque Bruxelles Lambert, Caisse Interprofessionnelle
Brussels de Depot
(Banque Bruxelles Lambert et Virements de Titres (CIK);
Agreement 11/15/90
Omnibus Amendment 3/1/94) Banque Nationale de Belgique
(BNB)
Bermuda Bank of N.T. Butterfield &
Son Ltd., Hamilton
Botswana Stanbic Bank Botswana,
Limited, Gaborone
for The Standard Bank of
South Africa, Limited (SBSA)
Brazil BankBoston, N.A., Sao Paulo Sao Paulo Stock Exchange
(First National Bank of (BOVESPA);
Boston Agreement 1/5/88
Omnibus Amendment 2/22/94) Rio de Janeiro Exchange (BVRJ);
Camara de Liquidacao e Custodia
S.A. (CLC)
Bulgaria ING Bank N.V. (ING) Central Depository AD (and)
Bulgarian National Bank
Canada Canadian Imperial Bank of Canadian Depository for
Commerce, Toronto Securities,
(Canadian Imperial Bank of Ltd., (CDS)
Commerce
Agreement 9/9/88
Omnibus Amendment 12/1/93)
Royal Bank of Canada, Toronto Bank of Canada
Proposed Agreement 2/23/96
Chile Citibank, N.A., Santiago Deposito Central de Valores,
S.A.
(Citibank N.A., New York (DCV)
Agreement 7/16/81
New York Agreement Amendment
8/31/90)
China-Shanghai Standard Chartered Bank, Shanghai Securities Central
Shanghai Clearing
(Standard Chartered Bank & Registration Corporation
Agreement 2/18/92)
(SSCCRC)
China- Standard Chartered Bank, Shenzhen Securities
Shenzhen Shenzhen Registration
(Standard Chartered Bank Corp. Ltd., (SSRC)
Agreement 2/18/92)
Colombia Cititrust Colombia , S.A., Deposito Central de Valores
Sociedad Fiduciaria, Bogota (DCV)
(Citibank N.A., New York
Agreement 7/16/81
New York Agreement Amendment Deposito Centralizado de
8/31/90 Valores
Citibank N.A. Subsidiary (DECEVAL)
Amendment 10/19/95
Citibank N.A./Cititrust
Colombia Agreement 12/2/91)
Czech Republic Citibank a.s., Praha, an Stredisko Cennych Papiru (SCP)
indirect subsidiary of
Citibank, N.A.
Czech National Bank
Denmark Den Danske Bank, Copenhagen Vaerdipapircentralen - VP
Center
(Den Danske Bank Agreement
1/1/89
Omnibus Amendment 12/1/93)
Ecuador Citibank, N.A., Quito None
(Citibank, N.A. New York
Agreement 7/16/81
New York Agreement Amendment
8/31/90
Citibank, Quito Side Letter
7/3/95)
Egypt Citibank, N.A., Cairo Misr for Clearing, Settlement
(Citibank, N.A. New York and Depository
Agreement 7/16/81
New York Agreement Amendment
8/31/90)
Finland Merita Bank Ltd., Helsinki Finnish Central Securities
Depository Ltd.
France Banque Paribas, Paris SICOVAM;
Agreement 4/2/93) Banque de France
Germany Dresdner Bank AG, Frankfurt Deutsche Borse Clearing (DBC)
(Dresdner Bank Agreement
10/6/95)
Ghana Merchant Bank (Ghana) None
Limited, Accra
for The Standard Bank of
South Africa, Limited (SBSA)
Greece Citibank, N.A., Athens The Central Securities
Depository,
(Citibank N.A., New York Apothetirion Titlon A.E.
Agreement 7/16/81
New York Agreement Amendment
8/31/90)
The Bank of Greece
Hong Kong The Hongkong & Shanghai Banking Central Clearing and
Corp., Ltd., Hong Kong Settlement System (CCASS)
(Hongkong & Shanghai Banking
Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93) The Central Money Markets Unit
Hungary Citibank Budapest, Rt. Central Depository and Clearing
(Citibank N.A., New York House (Budapest) Ltd.,
Agreement 7/16/81
New York Agreement Amendment (KELER Ltd.)
8/31/90
Citibank N.A. Subsidiary
Amendment 10/19/95
Citibank N.A./Citibank
Budapest Agmt. 1/24/92
(amended 6/23/92 and 9/29/92))
India Citibank, N.A., Mumbai National Securities Depository
Limited
(Citibank N.A., New York
Agreement 7/16/81
New York Agreement Amendment
8/31/90
Citibank, Mumbai Amendment
11/17/93)
Standard Chartered Bank, Mumbai
(Standard Chartered Bank
Agreement 2/18/92
SCB, Mumbai Annexure and Side
Letter 7/18/94)
Indonesia Citibank, N.A., Jakarta None
(Citibank N.A., New York
Agreement 7/16/81
New York Agreement Amendment
8/31/90)
Ireland Allied Irish Banks, plc., Gilt Settlement Office (GSO)
Dublin
(Allied Irish Banks Agreement
1/10/89
Omnibus Amendment 4/8/94) CREST
Israel Bank Hapoalim, B.M. Tel-Aviv Stock Exchange
(Bank Hapoalim Agreement (TASE) Clearinghouse Ltd.
8/27/92)
Italy Banca Commerciale Italiana, Monte Titoli S.p.A.
Milan
(Banca Commerciale Italiana
Agreement 5/8/89
Agreement Amendment 10/8/93 Banca D'Italia
Omnibus Amendment 12/14/93)
Ivory Coast Societe Generale de Banques Depositaire Central Banque de
en Cote d'Ivoire, a
wholly owned subsidiary of Reglement (DCBR)
Societe Generale
Japan The Bank of Tokyo-Mitsubishi, Japan Securities Depository
Ltd., Center.,
Tokyo (JASDEC); Bank of Japan
Jordan Arab Bank, plc, Amman None
(Arab Bank Agreement 4/5/95
HSBC Bank Middle East
Kenya Stanbic Bank Kenya, Limited, None
Nairobi
for The Standard Bank of
South Africa, Limited (SBSA)
Lebanon British Bank of the Middle Midclear
East, Beirut
Luxembourg Kredietbank Luxembourg (KBL)
Malaysia Hongkong Bank Malaysia Berhad, Malaysian Central Depository
Sdn.
Kuala Lumpur Bhd (MCD)
(Hongkong & Shanghai Banking
Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
Malaysia Subsidiary Bank Negara Malaysia
Supplement 5/23/94)
Mauritius Hongkong & Shanghai Banking Central Depository &
Corp., Ltd., Settlement Co.,
Port Louis Ltd.
Mexico Citibank Mexico, S.A., Mexico Institucion para el Deposito de
City
(Citibank N.A., New York Valores- S.D. INDEVAL, S.A. de
Agreement 7/16/81
New York Agreement Amendment C.V.
8/31/90
Citibank, Mexico, S.A.
Amendment 2/7/95)
Banco de Mexico
Morocco Banque Marocaine du Commerce MAROCLEAR
Exterieur,
Casablanca
(BMCE Agreement 7/6/94)
Citibank Maghreb, Casablanca,
Casablanca
Namibia Standard Bank Namibia Ltd., None
Windhoek
Netherlands MeesPierson N.V., Nederlands Centraal Instituut
voor
Amsterdam, a wholly owned (NECIGEF)/KAS Associatie N.V.
subsidiary of
Societe Generale (KAS); De Nederlandsche Bank
ABN-AMRO Bank N.V. (DNB)New
New Zealand National Australia Bank Ltd., New Zealand Securities
Melbourne
(National Australia Bank Depository Limited (NZCDS)
Agreement 5/1/85
Agreement Amendment 2/13/92
Omnibus Amendment 11/22/93
New Zealand Addendum 3/7/89)
Norway Den norske Bank ASA, Oslo Verdipapirsentralen (VPS)
(Den norske Bank Agreement
11/16/94)
Oman British Bank of the Middle Muscat Securities Market
East, Muscat
Pakistan Standard Chartered Bank, The Central Depository
Karachi
(Standard Chartered Bank Company of Pakistan (CDC)
Agreement 2/18/92)
Peru Citibank, N.A., Lima Caja de Valores (CAVAL)
(Citibank N.A., New York
Agreement 7/16/81
New York Agreement Amendment
8/31/90)
Philippines Citibank, N.A., Manila The Philippines Central
Depository,
(Citibank N.A., New York Inc.; The Registry of Scripless
Agreement 7/16/81
New York Agreement Amendment Securities of the Bureau of the
8/31/90)
Treasury Department of Finance
Poland Citibank Poland, S.A., Warsaw National Depository of
Securities
(Citibank N.A., New York
Agreement 7/16/81
New York Agreement Amendment National Bank of Poland
8/31/90
Citibank Subsidiary Amendment
10/19/95
Citibank, N.A./Citibank
Poland S.A. Agt. 11/6/92)
Bank Polska Kasa Opieki S.A.,
Warsaw
Portugal Banco Comercial Portuges, Central de Valores Mobiliaros
Lisboa
(Interbolsa)
Romania National Company for Clearing
Settlement & Depository for
Securities
Bucharest Stock Exchange
National Bank of Romania
Russia Credit Suisse First Boston Rosvneshtorgbank (VTB)
(Moscow), Ltd
Citibank T/O, Moscow Moscow Interbank Currency
Exchange Clearinghouse (MICEX)
National Depository Center
Singapore Hongkong & Shanghai Banking Central Depository Pte Ltd.
(CDP)
Corp., Ltd., Singapore
(Hongkong & Shanghai Banking
Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93)
Slovak Internationale Nederlanden Stredisko Cennych Papeirov
Republic Bank N.V. (ING BankN.V.), (SCP)
Amsterdam
National Bank of Slovakia
Slovenia Central Klirnisko Depotna
Drozba
d.d.
South Africa First National Bank of The Central Depository (Pty)
Southern Africa Ltd., Ltd.
Johannesburg (CD)
(First National Bank of
Southern Africa Agmt. 8/7/91)
South Korea Citibank, N.A., Seoul Korean Securities Depository
(KSD)
(Citibank N.A., New York
Agreement 7/16/81
New York Agreement Amendment
8/31/90
Citibank, Seoul Agreement
Supplement 10/28/94)
Spain Banco Santander S.A., Madrid Servicio de Compensacion y
(Banco Santander Agreement Liquidacion de Valores (SCLV)
12/14/88)
Banco de Espana
Sri Lanka Hongkong & Shanghai Banking Central Depository System (Pvt)
Corp. Ltd.,
Colombo Limited (CDS)
(Hongkong & Shanghai Banking
Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93)
Swaziland Standard Bank Swaziland, None
Limited, Mbabane
for The Standard Bank of
South Africa, Limited (SBSA)
Sweden Skandinaviska Enskilda Vardepapperscentralen VPC AB
Banken, Stockholm
(Skandinaviska Enskilda
Banken Agreement 2/20/89
Omnibus Amendment 12/3/93)
Switzerland Swiss Bank Corporation, Basel SIS SegaInterSettle AG (SIS)
(Swiss Bank Corporation
Agreement 3/1/94)
Taiwan Standard Chartered Bank, Taipei Taiwan Securities Central
Depository
(Standard Chartered Bank Co. Ltd. (TSCD)
Agmt. 2/18/92)
Thailand Hongkong & Shanghai Banking Thailand Securities Depository
Corp. Ltd.,
Bangkok Company (TSD)
(Hongkong & Shanghai Banking
Corp. Agmt. 4/19/91
Omnibus Amendment 12/29/93)
Transnational Cedel Bank Societe
Anonyme, Luxembourg
Euroclear Clearance System
Societe Cooperative, Belgium
Turkey Citibank, N.A., Istanbul Takas ve Saklama Bankasi A.S.
(TvS)
(Citibank N.A., New York
Agmt. 7/16/81
New York Agmt. Amendment Central Bank of Turkey (CBT)
8/31/90)
United Lloyds Bank PLC, London Central Gilts Office (CGO);
Kingdom Midland Bank Plc
CREST;
Central Money Markets Office
(CMO)
Uruguay BankBoston, N.A. Montevideo None
Venezuela Citibank, N.A., Caracas The Caja Venezolana de
(Citibank N.A., New York Valores (CVV)
Agreement 7/16/81
New York Agreement Amendment
8/31/90)
Zambia Stanbic Bank Zambia Ltd., Lusaka Central Depository
Lusaka
The Bank of Zamibia
Zimbabwe Stanbic Bank Zimbabwe Ltd., None
Harare
</TABLE>
Each of the Investment Companies Listed on Appendix "A" to the
Custodian Agreement, on Behalf of Each of Their Respective Portfolios
By: ___/s/John Costello_______________________
Name: John Costello
Title: _ Asst. Treasurer
Exhibit g(11)
APPENDIX "B"
TO
CUSTODIAN AGREEMENT
BETWEEN
State Street Bank and Trust Company and Each of the Investment
Companies Listed on Appendix A
Dated as of September 16, 1999
The following is a list of Additional Custodians, Special
Subcustodians and Foreign Subcustodians under the Custodian Agreement
dated as of February 1, 1996 (the "Custodian Agreement"):
A. Additional Custodians:
Custodian Purpose
Bank of New York Ficash
Fiterm
B. Special Subcustodians:
Subcustodian Purpose
Bank of New York Ficash
C. Foreign Subcustodians:
<TABLE>
<CAPTION>
<S> <C> <C>
COUNTRY SUBCUSTODIAN DEPOSITORY
Argentina Citibank, N.A., Buenos Aires Caja de Valores S.A.
Australia Westpac Banking Corporation, Austraclear Limited
Sydney
Reserve Bank Information and
Transfer System (RITS)
Austria GiroCredit Bank Oesterreichische Kontrollbank
AG der Sparkassen, Vienna AG (Wertpapiersammelbank
Division)
Bahrain The British Bank of the None
Middle East, Manama
Bangladesh Standard Chartered Bank, Dhaka None
Belgium Generale Bank, Brussels Caisse Interprofessionnelle de
Depots et de Virements de
Titres
S.A. (CIK)
Belgium Banque Nationale de Belgique
Bermuda The Bank of Bermuda Limited None
Bostwana Barclays Bank of Bostwana None
Limited, Gaborone
Brazil Citibank, N.A., Sao Paulo Bolsa de Valores de Sao Paulo
(Bovespa); Banco Central do
Brasil, Systema
Especial de Liquidacao e
Custodia
(SELIC); Rio de Janeiro Stock
Exchange
(BVRJ); Central de Custodia e
Liquidacao
Financeira de Titulos
(CETIP); Companhia
Brasileria de Liquidacao e
Custodia
Bulgaria ING Bank N.V., Sofia Central Depository AD (CDAD)
The Bulgarian National Bank
Canada State Street Trust Company Canadian Depository for
Canada, Toronto Securities Limited (CDS)
Chile Citibank, N.A., Santiago Deposito Central de Valores
S.A. (DCV)
China The Hongkong and Shanghai Shanghai Securities Central
Banking Corporation Limited, Clearing and Registration
Shanghai & Shenzhen branches Corporation (SSCRC);
Shenzhen Securities
Registrars Co.,
Ltd. (SSRC).
Colombia Cititrust Colombia S.A. Deposito Centralizado de
Valores
Sociedad Fiduciaria, Bogota (DECEVAL)
Cyprus The Cyprus Popular Bank
Czech Republic Ceskoslovenska Obchodni Stredisko Cennych Papiru (SCP);
Banka, A.S., Prague Czech National Bank (CNB)
Denmark Den Danske Bank, Copenhagen Vaerdipapericentralen- The
Danish
Securities Center (VP)
Ecuador Citibank, N.A., Quito None
Egypt The Egyptian British Bank Misr for Clearing, Settlement
and Depository
Finland Merita Bank Limited, Helsinki The Finnish Central
Securities Depository
Limited (CSD)
France Banque Paribas, Paris Societe Interprofessionnelle
pour la
Compensation des Valeurs
Mobilieres (SICOVAM)
Banque de France
Germany Dresdner Bank AG, Frankfurt Deutsche Borse Clearing (DBC)
Ghana Barclays Bank of Ghana Limited, None
Accra
Greece National Bank of Greece, S.A., Central Securities
Depository, S.A.
Athens (Apothtirion Tilton A.E.)
The Bank of Greece
Hong Kong Standard Chartered Bank, Hong Kong Securities Clearing
Co. Ltd.,
Hong Kong Central Clearing and
Settlement System
(CCASS)
The Central Money Markets
Unit CMU
Hungary Citibank Budapest Rt., Central Depository and
Clearing House
Budapest (Budapest) Ltd. (KELER Ltd.)
India Deutsche Bank AG, Mumbai; National Securities
Depository Limited
Hongkong & Shanghai Banking (NSDL)
Corporation, Ltd., Mumbai Reserve Bank of India
Indonesia Standard Chartered Bank, Bank Indonesia
Jakarta
Ireland Bank of Ireland, Dublin Gilt Settlement Office (GSO)
Israel Bank Hapoalim B.M., Tel Aviv Tel Aviv Stock Exchange (TASE)
Clearinghouse, Ltd.
The Bank of Israel
Italy Banque Paribas, Milan Monte Titoli S.p.A.;
Banca d'Italia
Ivory Coast Societe Generale de Banques None
en Cote d'Ivoire, Abidjan
Japan Sumitomo Trust & Banking Japan Securities Depository
Center
Co., Ltd., Osaka; (JASDEC);
Daiwa Bank, Ltd., Tokyo; Bank of Japan
Fuji Bank, Ltd., Tokyo
The Sumitomo Bank, Limited
Jordan British Bank of the Middle None
East, Amman
Kenya Barclays Bank of Kenya Limited, The Central Bank of Kenya
Nairobi
Lebanon The British Bank of the Middle Midclear
East, Beirut
Central Bank of Lebanon
Malaysia Standard Chartered Bank Malaysia Central Depository
Sdn.
Malaysia Berhad, Kuala Lampur bhd. (MCD)
Bank Negara Malasia
Mauritius Hongkong and Shanghai Central Depository &
Settlement Co., Ltd.
Banking Corporation Limited,
Port Louis
Mexico Citibank Mexico, S.A., S.D. INDEVAL, S.A. de C.V.
Mexico City (Institucion para el
Deposito de
Valores)
Morocco Banque Commerciale du Maroc, MAROCLEAR
Casablanca
Netherlands MeesPierson N.V., Amesterdam Nederlands Centraal Instituut
voor
Giraal Effectenverkeer B.V.
(NECIGEF), KAS Associatie,
N.V. (KAS)
De Nederlandshe Bank
New Zealand ANZ Banking Group (New New Zealand Securities
Zealand) Limited, Wellington Depository Limited (NZCDS)
Norway Christiania Bank og Verdipapirsentralen (VPS)
Kreditkasse,
Oslo
Oman British Bank of the Middle Muscat Securities Market
East,
Muscat
Pakistan Deutsche Bank AG, Karachi The Central Depository
Company of Pakistan
State Street Bank of Pakistan
Peru Citibank, N.A., Lima Caja de Valores (CAVAL)
Philippines Standard Chartered Bank, The Philippines Central
Depository, Inc.
Manila
The Book-Entry-System of the
Central Bank
The Registry of Scripless
Securities of the
Bureau of the Treasury,
Department of
Finance
Poland Citibank Poland, S.A., Warsaw National Depository of
Securities;
National Bank of Poland
Bank Polska Kasa Opieki S.A.,
Warsaw
Portugal Banco Comercial Portuguese,
S.A., Central de Valores
Mobiliarios
Lisbon (Interbolsa)
Central Treasury Bills
Registrar
Romania ING Bank N.V., Bucharest National Company for
Clearing, Settlement &
Depository for Securities
(SNCDD)
National Bank of Romania
Bucharest Stock Exchange (BSE)
Russia Credit Suisse First Boston, AO None
Moscow
Singapore The Development Bank of Central Depository (Pte) Ltd.
(CDP)
Singapore Ltd., Singapore
The Monetary Authority of
Singapore
Slovak Republic Ceskoslovenska Obchodna Stredisko Cennych Papierov
(SCP)
Banka A.S., Bratislava National Bank of Slovakia (NBS)
Slovenia Banka Creditanstalt d.d., Klirinsko Depotna Druzba
Ljubljana,
a 99.96% owned subsidiary of
Creditanstalt AG
South Africa Standard Bank of South Africa The Central Depository (Pty)
Ltd. (CD)
Limited, Johannesburg
South Korea The Hongkong and Shanghai Korean Securities
Depositories (KSD)
Banking Corporation, Limited
Seoul
Spain Banco Santander, S.A., Servicio de Compensacion y
Madrid Liquidacion de Valores (SCLV);
Banco de Espana
Sri Lanka Hongkong and Shanghai Central Depository System (Pvt)
Banking Corp. Ltd., Colombo Limited (CDS)
Swaziland Standard Bank Swaziland, None
Limited, Mbabane
Sweden Skandinaviska Enskilda Banken, Vardepapperscentralen AB
Stockholm
The Swedish Central
Securities Depository
Switzerland UBS AG, Schweizerische Effekten-Giro AG
Zurich (SEGA)
Taiwan Central Trust of China, Taiwan Securities Central
Taipei Depository Company (TSCD)
Thailand Standard Chartered Bank, Thailand Securities Depository
Bangkok Company Limited (TSD)
Transnational Cedel Bank Societe Anonyme
INTERSETTLE
The Euroclear System
Turkey Citibank, N.A., Istanbul Istanbul Stock Exchange
Settlement
and Custody Co., Inc. (I.M.K.B.
Takas ve Saklama A.S.);
Central Bank of Turkey
United Kingdom State Street Bank and Trust Central Gilts Office (CGO);
Company, London Central Moneymarkets Office
State Street London Limited, (CMO); European Settlement
Office (ESO)
London
Uruguay Citibank, N.A., Montevideo None
BankBoston, N.A.
Venezuela Citibank, N.A., Caracas The Central Bank of Venezuela
Zambia Barclays Bank of Zambia Lusaka Central Depository (LCD)
Limited, Lusaka (overseen by Lusaka Stock
Exchange)
The Bank of Zambia
</TABLE>
Each of the Investment Companies Listed on
Appendix A to the Custodian Agreement, on
Behalf of Each of Their Respective Portfolios
By: /s/John Costello
Name: John Costello
Title: Asst. Treasurer
Exhibit m(1)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR ASSET ALLOCATION FUND
Class A Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for the Class A shares of Fidelity Advisor Asset Allocation
Fund ("Class A"), a class of shares of Fidelity Advisor Asset
Allocation Fund (the "Fund"), a portfolio of Fidelity Advisor Series I
(the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
A pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(2)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR ASSET ALLOCATION FUND
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
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for the Class T shares of Fidelity Advisor Asset Allocation
Fund ("Class T"), a class of shares of Fidelity Advisor Asset
Allocation Fund (the "Fund"), a portfolio of Fidelity Advisor Series I
(the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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,
Class T shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares.
The Distributor may use all or any portion of the fee received
pursuant to 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
T Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the 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 approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
T pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(3)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR ASSET ALLOCATION FUND
Class B Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for Class B shares of Fidelity Advisor Asset Allocation
Fund ("Class B"), a class of shares of Fidelity Advisor Asset
Allocation Fund (the "Fund"), a series of Fidelity Advisor Series I
(the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
B Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class B Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(4)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR ASSET ALLOCATION FUND
Class C Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Asset Allocation
Fund ("Class C"), a class of shares of Fidelity Advisor Asset
Allocation Fund (the "Fund"), a series of Fidelity Advisor Series I
(the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(5)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR ASSET ALLOCATION FUND
Institutional Class Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Asset
Allocation Fund ("Institutional Class"), a class of shares of Fidelity
Advisor Asset Allocation Fund (the "Fund"), a series of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues as well as past
profits or its resources from any other source, to make payment to the
Distributor with respect to any expenses incurred in connection with
the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Institutional Class
Shares or who render shareholder support services, including but not
limited to providing office space, equipment and telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing such other shareholder services as the
Trust may reasonably request.
4. The Institutional Class will not make separate payments as a
result of this Plan to the Adviser, Distributor or any other party, it
being recognized that the Fund presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Fund to the Adviser, including payment of management fees,
should be deemed to be indirect financing of any activity primarily
intended to result in the sale of Institutional Class Shares within
the meaning of Rule 12b-1, then such payments shall be deemed to be
authorized by this Plan.
5. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 authorize direct payments by the Institutional Class to
finance any activity primarily intended to result in the sale of
Institutional Class Shares, or to increase materially the amount spent
by the Institutional Class for distribution shall be effective only
upon approval by a vote of a majority of the outstanding voting
securities of the Institutional Class, in the case of this Plan, or
upon approval by a vote of a majority of the outstanding voting
securities of the Fund, in the case of the Management Contract, and
(b) any material amendments of this Plan shall be effective only upon
approval in the manner provided in the first sentence in this
paragraph 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
Institutional Class.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
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 Institutional
Class Shares (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 Institutional Class Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(6)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR BALANCED FUND
CLASS A 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 Class A shares of
Fidelity Advisor Balanced Fund ("Class A") a class of shares of
Fidelity Advisor Balanced Fund, (the "Fund"), a portfolio of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class A Shares, including the activities referred to in paragraph 2
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class A 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 Class A,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class A pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(7)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR BALANCED FUND
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 Class T shares of
Fidelity Advisor Balanced Fund ("Class T"), a class of shares of
Fidelity Advisor Balanced Fund (the "Fund"), a series of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals 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:
Class T shall pay to the Distributor a monthly fee at the annual rate
of 0.65% (or such lesser amount as the Trustees may, from time to
time, determine) of the average daily net assets of Class T throughout
the month. 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 Fund's then current Prospectus for the
determination of the net asset value of Class T Shares, but shall
exclude assets attributable to any other class of Shares of the Fund.
The Distributor may, but shall not be required to, use all or any
portion of the fee received pursuant to the Plan to compensate
Investment Professionals who have engaged in the sale of Class T
Shares or in shareholder support services with respect to Class T
shares pursuant to agreements with the Distributor, or to pay any of
the expenses associated with other activities authorized under
paragraph 2 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class T Shares, including the activities referred to in paragraph 2
hereof. To the extent that the payment of management fees by the 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 Class T,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class T Shares
(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 Class T shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class T pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or any other
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.
Exhibit m(8)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR BALANCED FUND
CLASS B SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for the Class B Shares of Fidelity Advisor Balanced Fund
("Class B"), a class of shares of Fidelity Advisor Balanced Fund (the
"Fund"), a series of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class B Shares, including the activities referred to in paragraphs
2 and 3 hereof. To the extent that the payment of management fees by
the Fund to the Adviser should be deemed to be indirect financing of
any activity primarily intended to result in the sale of Class B
Shares within the meaning of Rule 12b-1, then such payment shall be
deemed to be authorized by this Plan.
7. 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 Class B,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(9)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR BALANCED FUND
CLASS C SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Balanced Fund
("Class C"), a class of shares of Fidelity Advisor Balanced Fund (the
"Fund"), a series of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(10)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR BALANCED FUND
INSTITUTIONAL CLASS SHARES
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Balanced
Fund ("Institutional Class"), a class of shares of Fidelity Advisor
Balanced Fund (the "Fund"), a series of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues, as well as past
profits or its resources from any other source, to make payments to
the Distributor with respect to any expenses incurred in connection
with the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and
providing such other shareholder services as the Trust may reasonably
request.
4. The Fund will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized
that the Fund presently pays, and will continue to pay, a management
fee to the Adviser. To the extent that any payments made by the Fund
to the Adviser, including payment of management fees, should be deemed
to be indirect financing of any activity primarily intended to result
in the sale of Shares of the Fund within the context of Rule 12b-1
under the Act, then such payments shall be deemed to be authorized by
this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Fund" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of this Plan or in any
agreements related to this Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2000, 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 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 authorize direct payments by the
Fund to finance any activity primarily intended to result in the sale
of Shares of the Fund, or to increase materially the amount spent by
the Fund for distribution, shall be effective only upon approval by a
vote of a majority of the outstanding voting securities of the Fund,
and (b) any material amendments of this Plan shall be effective only
upon approval in the manner provided in the first sentence in this
paragraph.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the Fund.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
Trust's Board of 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 Fund (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 Fund.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(11)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR DIVIDEND GROWTH FUND
Class A Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for the Class A shares of Fidelity Advisor Dividend Growth Fund
("Class A"), a class of shares of Fidelity Advisor Dividend Growth
Fund (the "Fund"), a portfolio of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
A pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(12)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR DIVIDEND GROWTH FUND
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
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for the Class T shares of Fidelity Advisor Dividend Growth Fund
("Class T"), a class of shares of Fidelity Advisor Dividend Growth
Fund (the "Fund"), a portfolio of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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,
Class T shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares.
The Distributor may use all or any portion of the fee received
pursuant to 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
T Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the 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 approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
T pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(13)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR DIVIDEND GROWTH FUND
Class B Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for Class B shares of Fidelity Advisor Dividend Growth
Fund ("Class B"), a class of shares of Fidelity Advisor Dividend
Growth Fund (the "Fund"), a series of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
B Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class B Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(14)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR DIVIDEND GROWTH FUND
Class C Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Dividend Growth
Fund ("Class C"), a class of shares of Fidelity Advisor Dividend
Growth Fund (the "Fund"), a series of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(15)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR DIVIDEND GROWTH FUND
Institutional Class Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Dividend
Growth Fund ("Institutional Class"), a class of shares of Fidelity
Advisor Dividend Growth Fund (the "Fund"), a series of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues as well as past
profits or its resources from any other source, to make payment to the
Distributor with respect to any expenses incurred in connection with
the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Institutional Class
Shares or who render shareholder support services, including but not
limited to providing office space, equipment and telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing such other shareholder services as the
Trust may reasonably request.
4. The Institutional Class will not make separate payments as a
result of this Plan to the Adviser, Distributor or any other party, it
being recognized that the Fund presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Fund to the Adviser, including payment of management fees,
should be deemed to be indirect financing of any activity primarily
intended to result in the sale of Institutional Class Shares within
the meaning of Rule 12b-1, then such payments shall be deemed to be
authorized by this Plan.
5. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 authorize direct payments by the Institutional Class to
finance any activity primarily intended to result in the sale of
Institutional Class Shares, or to increase materially the amount spent
by the Institutional Class for distribution, shall be effective only
upon approval by a vote of a majority of the outstanding voting
securities of the Institutional Class and (b) any material amendments
of this Plan shall be effective only upon approval in the manner
provided in the first sentence in this paragraph 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
Institutional Class.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
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 Institutional
Class Shares (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 Institutional Class Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(16)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR EQUITY GROWTH FUND
CLASS A 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 Class A shares of
Fidelity Advisor Equity Growth Fund ("Class A") a class of shares of
Fidelity Advisor Equity Growth Fund, (the "Fund"), a portfolio of
Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 Class A,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class A pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(17)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR EQUITY GROWTH FUND
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 Class T shares of
Fidelity Advisor Equity Growth Fund ("Class T") a class of shares of
Fidelity Advisor Equity Growth Fund (the "Fund"), a portfolio of
Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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,
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 the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares. The
Distributor may use all or any portion of the fee received pursuant to
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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company ("the Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
T Shares, including the activities referred to in paragraph hereof. To
the extent that the payment of management fees by the 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 Class T,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
T pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhbit m(18)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Equity Growth Fund
Class B Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for the Class B Shares of Fidelity Advisor Equity Growth
Fund ("Class B"), a class of shares of Fidelity Advisor Equity Growth
Fund, (the "Fund"), a series of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class B Shares, including the activities referred to in paragraphs
2 and 3 hereof. To the extent that the payment of management fees by
the Fund to the Adviser should be deemed to be indirect financing of
any activity primarily intended to result in the sale of Class B
Shares within the meaning of Rule 12b-1, then such payment shall be
deemed to be authorized by this Plan.
7. 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 Class B,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhbit m(19)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR EQUITY GROWTH FUND
CLASS C SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Equity Growth Fund
("Class C"), a class of shares of Fidelity Advisor Equity Growth Fund
(the "Fund"), a series of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(20)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Equity Growth Fund
Institutional Class Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Equity
Growth Fund ("Institutional Class"), a class of shares of Fidelity
Advisor Equity Growth Fund (the "Fund"), a series of Fidelity Advisor
Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
("the Adviser") may use its management fee revenues, as well as past
profits or its resources from any other source, to make payment to the
Distributor with respect to any expenses incurred in connection with
the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and
providing such other shareholder services as the Trust may reasonably
request.
4. The Fund will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized
that the Fund presently pays, and will continue to pay, a management
fee to the Adviser. To the extent that any payments made by the Fund
to the Adviser, including payment of management fees, should be deemed
to be indirect financing of any activity primarily intended to result
in the sale of Shares of the Fund within the context of Rule 12b-1
under the Act, then such payments shall be deemed to be authorized by
this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Fund" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of this Plan or in any
agreements related to this Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2000, 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 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 authorize direct payments by the
Fund to finance any activity primarily intended to result in the sale
of Shares of the Fund, or to increase materially the amount spent by
the Fund for distribution, shall be effective only upon approval by a
vote of a majority of the outstanding voting securities of the Fund,
and (b) any material amendments of this Plan shall be effective only
upon approval in the manner provided in the first sentence in this
paragraph.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the Fund.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
Trust's Board of 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 Fund (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 Fund.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit (m)(21)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR EQUITY INCOME FUND
CLASS A 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 Class A shares of
Fidelity Advisor Equity Income Fund ("Class A") a class of shares of
Fidelity Advisor Equity Income Fund, (the "Fund"), a portfolio of
Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 Class A,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class A pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit (m)(22)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR EQUITY INCOME FUND
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
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for the Class T shares of Fidelity Advisor Equity Income Fund
("Class T"), a class of shares of Fidelity Advisor Equity Income Fund
(the "Fund"), a portfolio of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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,
Class T shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares. The
Distributor may use all or any portion of the fee received pursuant to
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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
T Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the 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 the approval by a vote
of at least a "majority of the outstanding voting securities" (as
defined in the Act) of Class T, this Plan having been approved by a
vote of a majority of the Trustees of the Trust, including a majority
of Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
T pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit (m)(23)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR EQUITY INCOME FUND
CLASS B SHARES
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Class B shares of Fidelity Advisor Equity Income Fund
("Class B"), a class of shares of Fidelity Advisor Equity Income Fund
(the "Fund"), a series of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required to,
use all or any portion of the distribution fee received pursuant to
the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
B Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class B Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon the approval by a vote of at
least a "majority of the outstanding voting securities" (as defined in
the Act) of Class B, this Plan having been approved by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided, remain
in effect until April 30, 2000, 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 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 fees provided for in paragraphs 4
and 5 hereof shall be effective only upon approval by a vote of a
majority of the outstanding voting securities of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit (m)(24)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Equity Income Fund
Class C Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Equity Income Fund
("Class C"), a class of shares of Fidelity Advisor Equity Income Fund
(the "Fund"), a series of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit (m)(25)
DISTRIBUTION AND SERVICE PLAN
of Fidelity Advisor Equity Income Fund
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of the
single existing series of shares (the "Portfolio") of Equity Income
Fund (the "Fund").
2. The Fund has entered into a General Distribution Agreement with
respect to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers for the Portfolio's shares of beneficial interest
("shares"). Under the agreement, the Distributor pays the expenses of
printing and distributing any prospectuses, reports and other
literature used by the Distributor, advertising, and other promotional
activities in connection with the offering of shares of the Portfolio
for sale to the public. It is recognized that Fidelity Management &
Research Company (the "Adviser") may use its management fee revenues,
as well as past profits or its resources from any other source, to
make payments to the Distributor with respect to any expenses incurred
in connection with the distribution of Institutional Class Shares,
including the activities referred to above.
3. The Adviser directly, or through the Distributor may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Portfolio, processing shareholder transactions
and providing such other shareholder services as the Fund may
reasonably request.
4. The Portfolio will not make separate payments as a result of this
Plan to the Adviser, Distributor or any other party, it being
recognized that the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Portfolio to the Adviser, including payment of management
fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares of the Portfolio
within the context of Rule 12b-1 under the Act, then such payments
shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the
Act), the plan having been approved by a vote of a majority of the
Trustees of the Fund, including a majority of the Trustees who are not
"interested persons" of the Fund (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreements related to this Plan (the "Independent
Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2000, and from
year to year thereafter, provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Trustees
of the Fund, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on this Plan.
This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to authorize direct payments by the
Portfolio to finance any activity primarily intended to result in the
sale of shares of the Portfolio, to increase materially the amount
spent by the Portfolio for distribution, shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of the Portfolio, and (b) any material amendments of this Plan shall
be effective only upon approval in the manner provided in the first
sentence in this paragraph.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the
Portfolio.
8. During the existence of this Plan, the Fund shall require the
Adviser and/or Distributor to provide the Fund, for review by the
Fund's Board of 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 Portfolio (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 Portfolio.
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust, any obligations assumed by
the Portfolio pursuant to this Plan and any agreements related to this
Plan shall be limited in all cases to the Portfolio and its assets,
and shall not constitute obligations of any other series of shares of
the Fund.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(26)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Growth & Income Fund
Class A 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 Class A shares of
Fidelity Advisor Growth & Income Fund ("Class A") a class of shares of
Fidelity Advisor Growth & Income Fund, (the "Fund"), a portfolio of
Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class A Shares, including the activities referred to in paragraph 2
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class A 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 Class A,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
A pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(27)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Growth & Income Fund
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 Class T shares of
Fidelity Advisor Growth & Income Fund ("Class T") a class of shares of
Fidelity Advisor Growth & Income Fund, (the "Fund"), a portfolio of
Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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,
Class T shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares.
The Distributor may use all or any portion of the fee received
pursuant to 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class T Shares, including the activities referred to in paragraph 2
hereof. To the extent that the payment of management fees by the 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 Class T,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
T pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(28)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Growth & Income Fund
Class B Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for the Class B Shares of Fidelity Advisor Growth & Income
Fund ("Class B"), a class of shares of Fidelity Advisor Growth &
Income Fund, (the "Fund"), a series of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class B Shares, including the activities referred to in paragraphs
2 and 3 hereof. To the extent that the payment of management fees by
the Fund to the Adviser should be deemed to be indirect financing of
any activity primarily intended to result in the sale of Class B
Shares within the meaning of Rule 12b-1, then such payment shall be
deemed to be authorized by this Plan.
7. 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 Class B,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(29)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR GROWTH & INCOME FUND
CLASS C SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Growth & Income
Fund ("Class C"), a class of shares of Fidelity Advisor Growth &
Income Fund (the "Fund"), a series of Fidelity Advisor Series II (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(30)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Growth & Income Fund
Institutional Class Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Growth &
Income Fund ("Institutional Class"), a class of shares of Fidelity
Advisor Growth & Income Fund (the "Fund"), a series of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues as well as past
profits or its resources from any other source, to make payments to
the Distributor with respect to any expenses incurred in connection
with the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Institutional Class
Shares or who render shareholder support services, including but not
limited to providing office space, equipment and telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing such other shareholder services as the
Trust may reasonably request.
4. The Institutional Class will not make separate payments as a
result of this Plan to the Adviser, Distributor or any other party, it
being recognized that the Fund presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Fund to the Adviser, including payment of management fees,
should be deemed to be indirect financing of any activity primarily
intended to result in the sale of Institutional Class Shares within
the meaning of Rule 12b-1, then such payments shall be deemed to be
authorized by this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of the
Institutional Class, this plan having been approved by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 authorize direct payments by the Institutional Class to
finance any activity primarily intended to result in the sale of
Institutional Class Shares, to increase materially the amount spent by
the Institutional Class for distribution, shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of the Institutional Class and (b) any material amendments of this
Plan shall be effective only upon approval in the manner provided in
the first sentence in this paragraph 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
Institutional Class.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
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 Institutional
Class Shares (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 Institutional Class Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(31)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
CLASS A 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 Class A shares of
Fidelity Advisor Growth Opportunities Fund ("Class A") a class of
shares of Fidelity Advisor Growth Opportunities Fund, (the "Fund"), a
portfolio of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 Class A,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class A pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(32)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
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 Class T shares of
Fidelity Advisor Growth Opportunities Fund ("Class T"), a class of
shares of Fidelity Advisor Growth Opportunities Fund (the "Fund"), a
series of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals 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:
Class T shall pay to the Distributor a monthly fee at the annual rate
of 0.65% (or such lesser amount as the Trustees may, from time to
time, determine) of the average daily net assets of Class T throughout
the month. 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 Fund's then current Prospectus for the
determination of the net asset value of Class T Shares, but shall
exclude assets attributable to any other class of Shares of the Fund.
The Distributor may, but shall not be required to, use all or any
portion of the fee received pursuant to the Plan to compensate
Investment Professionals who have engaged in the sale of Class T
Shares or in shareholder support services with respect to Class T
shares pursuant to agreements with the Distributor, or to pay any of
the expenses associated with other activities authorized under
paragraph 2 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
T Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the 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 Class T,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class T Shares
(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 Class T shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class T pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or any other
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.
Exhibit m(33)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
CLASS B SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for Class B Shares of Fidelity Advisor Growth
Opportunities Fund ("Class B"), a class of shares of Fidelity Advisor
Growth Opportunities Fund (the "Fund"), a series of Fidelity Advisor
Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
B Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class B Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. 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 Class B,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(34)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
CLASS C SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Growth
Opportunities Fund ("Class C"), a class of shares of Fidelity Advisor
Growth Opportunities Fund (the "Fund"), a series of Fidelity Advisor
Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(35)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
INSTITUTIONAL CLASS
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Growth
Opportunities Fund ("Institutional Class"), a class of shares of
Fidelity Advisor Growth Opportunities Fund (the "Fund"), a series of
Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues, as well as past
profits or its resources from any other source, to make payment to the
Distributor with respect to any expenses incurred in connection with
the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and
providing such other shareholder services as the Trust may reasonably
request.
4. The Fund will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized
that the Fund presently pays, and will continue to pay, a management
fee to the Adviser. To the extent that any payments made by the Fund
to the Adviser, including payment of management fees, should be deemed
to be indirect financing of any activity primarily intended to result
in the sale of Shares of the Fund within the context of Rule 12b-1
under the Act, then such payments shall be deemed to be authorized by
this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Fund" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of this Plan or in any
agreements related to this Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2000, 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 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 authorize direct payments by the
Fund to finance any activity primarily intended to result in the sale
of Shares of the Fund, to increase materially the amount spent by the
Fund for distribution, shall be effective only upon approval by a vote
of a majority of the outstanding voting securities of the Fund, and
(b) any material amendments of this Plan shall be effective only upon
approval in the manner provided in the first sentence in this
paragraph.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the Fund.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
Trust's Board of 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 Fund (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 Fund.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(36)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR LARGE CAP FUND
CLASS A 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 Class A shares of
Fidelity Advisor Large Cap Fund ("Class A") a class of shares of
Fidelity Advisor Large Cap Fund, (the "Fund"), a portfolio of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 Class A,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class A pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(37)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Large Cap Fund
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 Class T shares of
Fidelity Advisor Large Cap Fund ("Class T") a class of shares of
Fidelity Advisor Large Cap Fund, (the "Fund"), a portfolio of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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,
Class T shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares.
The Distributor may use all or any portion of the fee received
pursuant to 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class T Shares, including the activities referred to in paragraph 2
hereof. To the extent that the payment of management fees by the 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 Class T,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class T pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(38)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR LARGE CAP FUND
CLASS B SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for Class B Shares of Fidelity Advisor Large Cap Fund
("Class B"), a class of shares of Fidelity Advisor Large Cap Fund (the
"Fund"), a series of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class B Shares, including the activities referred to in paragraphs
2 and 3 hereof. To the extent that the payment of management fees by
the Fund to the Adviser should be deemed to be indirect financing of
any activity primarily intended to result in the sale of Class B
Shares within the meaning of Rule 12b-1, then such payment shall be
deemed to be authorized by this Plan.
7. 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 Class B,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until July 31, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(39)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR LARGE CAP FUND
CLASS C SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Large Cap Fund
("Class C"), a class of shares of Fidelity Advisor Large Cap Fund (the
"Fund"), a series of Fidelity Advisor Series II (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(40)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Large Cap Fund
Institutional Class Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Large Cap
Fund ("Institutional Class"), a class of shares of Fidelity Advisor
Large Cap Fund (the "Fund"), a series of Fidelity Advisor Series I
(the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues as well as past
profits or its resources from any other source, to make payments to
the Distributor with respect to any expenses incurred in connection
with the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Institutional Class
Shares or who render shareholder support services, including but not
limited to providing office space, equipment and telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing such other shareholder services as the
Trust may reasonably request.
4. The Institutional Class will not make separate payments as a
result of this Plan to the Adviser, Distributor or any other party, it
being recognized that the Fund presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Fund to the Adviser, including payment of management fees,
should be deemed to be indirect financing of any activity primarily
intended to result in the sale of Institutional Class Shares within
the meaning of Rule 12b-1, then such payments shall be deemed to be
authorized by this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of the
Institutional Class, this plan having been approved by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 authorize direct payments by the Institutional Class to
finance any activity primarily intended to result in the sale of
Institutional Class Shares, or to increase materially the amount spent
by the Institutional Class for distribution, shall be effective only
upon approval by a vote of a majority of the outstanding voting
securities of the Institutional Class and (b) any material amendments
of this Plan shall be effective only upon approval in the manner
provided in the first sentence in this paragraph 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
Institutional Class.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
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 Institutional
Class Shares (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 Institutional Class Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(41)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR MID CAP FUND
CLASS A 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 Class A shares of
Fidelity Advisor Mid Cap Fund ("Class A") a class of shares of
Fidelity Advisor Mid Cap Fund, (the "Fund"), a portfolio of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 Class A,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class A pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(42)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR MID CAP FUND
CLASS T SHARES (formerly Class A)
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 Class T shares of
Fidelity Advisor Mid Cap Fund ("Class T") a class of shares of
Fidelity Advisor Mid Cap Fund, (the "Fund"), a portfolio of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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,
Class T shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares.
The Distributor may use all or any portion of the fee received
pursuant to 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class T Shares, including the activities referred to in paragraph 2
hereof. To the extent that the payment of management fees by the 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 Class T,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class T pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(43)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR MID CAP FUND
CLASS B SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for Class B Shares of Fidelity Advisor Mid Cap Fund
("Class B"), a class of shares of Fidelity Advisor Mid Cap Fund (the
"Fund"), a series of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class B Shares, including the activities referred to in paragraphs
2 and 3 hereof. To the extent that the payment of management fees by
the Fund to the Adviser should be deemed to be indirect financing of
any activity primarily intended to result in the sale of Class B
Shares within the meaning of Rule 12b-1, then such payment shall be
deemed to be authorized by this Plan.
7. 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 Class B,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(44)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR MID CAP FUND
CLASS C SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Mid Cap Fund
("Class C"), a class of shares of Fidelity Advisor Mid Cap Fund (the
"Fund"), a series of Fidelity Advisor Series II (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(45)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Mid Cap Fund
Institutional Class Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Mid Cap Fund
("Institutional Class"), a class of shares of Fidelity Advisor Mid Cap
Fund (the "Fund"), a series of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues as well as past
profits or its resources from any other source, to make payments to
the Distributor with respect to any expenses incurred in connection
with the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Institutional Class
Shares or who render shareholder support services, including but not
limited to providing office space, equipment and telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing such other shareholder services as the
Trust may reasonably request.
4. The Institutional Class will not make separate payments as a
result of this Plan to the Adviser, Distributor or any other party, it
being recognized that the Fund presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Fund to the Adviser, including payment of management fees,
should be deemed to be indirect financing of any activity primarily
intended to result in the sale of Institutional Class Shares within
the meaning of Rule 12b-1, then such payments shall be deemed to be
authorized by this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of the
Institutional Class, this plan having been approved by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 authorize direct payments by the Institutional Class to
finance any activity primarily intended to result in the sale of
Institutional Class Shares, or to increase materially the amount spent
by the Institutional Class for distribution, shall be effective only
upon approval by a vote of a majority of the outstanding voting
securities of the Institutional Class and (b) any material amendments
of this Plan shall be effective only upon approval in the manner
provided in the first sentence in this paragraph 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
Institutional Class.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
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 Institutional
Class Shares (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 Institutional Class Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(46)__
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR RETIREMENT GROWTH FUND
Class A Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for the Class A shares of Fidelity Advisor Retirement Growth
Fund ("Class A"), a class of shares of Fidelity Advisor Retirement
Growth Fund (the "Fund"), a portfolio of Fidelity Advisor Series I
(the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
A pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(47)__
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR RETIREMENT GROWTH FUND
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
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for the Class T shares of Fidelity Advisor Retirement Growth
Fund ("Class T"), a class of shares of Fidelity Advisor Retirement
Growth Fund (the "Fund"), a portfolio of Fidelity Advisor Series I
(the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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,
Class T shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares.
The Distributor may use all or any portion of the fee received
pursuant to 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
T Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the 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 approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
T pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(48)_
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR RETIREMENT GROWTH FUND
Class B Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for Class B shares of Fidelity Advisor Retirement Growth
Fund ("Class B"), a class of shares of Fidelity Advisor Retirement
Growth Fund (the "Fund"), a series of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
B Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class B Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(49)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR RETIREMENT GROWTH FUND
Class C Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Retirement Growth
Fund ("Class C"), a class of shares of Fidelity Advisor Retirement
Growth Fund (the "Fund"), a series of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(50)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR RETIREMENT GROWTH FUND
Institutional Class Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Retirement
Growth Fund ("Institutional Class"), a class of shares of Fidelity
Advisor Retirement Growth Fund (the "Fund"), a series of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues as well as past
profits or its resources from any other source, to make payment to the
Distributor with respect to any expenses incurred in connection with
the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Institutional Class
Shares or who render shareholder support services, including but not
limited to providing office space, equipment and telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing such other shareholder services as the
Trust may reasonably request.
4. The Institutional Class will not make separate payments as a
result of this Plan to the Adviser, Distributor or any other party, it
being recognized that the Fund presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Fund to the Adviser, including payment of management fees,
should be deemed to be indirect financing of any activity primarily
intended to result in the sale of Institutional Class Shares within
the meaning of Rule 12b-1, then such payments shall be deemed to be
authorized by this Plan.
5. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 authorize direct payments by the Institutional Class to
finance any activity primarily intended to result in the sale of
Institutional Class Shares, or to increase materially the amount spent
by the Institutional Class for distribution, shall be effective only
upon approval by a vote of a majority of the outstanding voting
securities of the Institutional Class and (b) any material amendments
of this Plan shall be effective only upon approval in the manner
provided in the first sentence in this paragraph 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
Institutional Class.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
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 Institutional
Class Shares (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 Institutional Class Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(51)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR SMALL CAP FUND
Class A Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for the Class A shares of Fidelity Advisor Small Cap Fund
("Class A") a class of shares of Fidelity Advisor Small Cap Fund (the
"Fund"), a portfolio of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
A pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(52)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR SMALL CAP FUND
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
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for the Class T shares of Fidelity Advisor Small Cap Fund
("Class T"), a class of shares of Fidelity Advisor Small Cap Fund (the
"Fund"), a portfolio of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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,
Class T shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares.
The Distributor may use all or any portion of the fee received
pursuant to 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
T Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the 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 approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
T pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(53)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR SMALL CAP FUND
Class B Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for Class B shares of Fidelity Advisor Small Cap Fund
("Class B"), a class of shares of Fidelity Advisor Small Cap Fund (the
"Fund"), a series of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
B Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class B Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(54)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR SMALL CAP FUND
Class C Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor Small Cap Fund
("Class C"), a class of shares of Fidelity Advisor Small Cap Fund (the
"Fund"), a series of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(55)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR SMALL CAP FUND
Institutional Class Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Small Cap
Fund ("Institutional Class"), a class of shares of Fidelity Advisor
Small Cap Fund (the "Fund"), a series of Fidelity Advisor Series I
(the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues as well as past
profits or its resources from any other source, to make payment to the
Distributor with respect to any expenses incurred in connection with
the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Institutional Class
Shares or who render shareholder support services, including but not
limited to providing office space, equipment and telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing such other shareholder services as the
Trust may reasonably request.
4. The Institutional Class will not make separate payments as a
result of this Plan to the Adviser, Distributor or any other party, it
being recognized that the Fund presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Fund to the Adviser, including payment of management fees,
should be deemed to be indirect financing of any activity primarily
intended to result in the sale of Institutional Class Shares within
the meaning of Rule 12b-1, then such payments shall be deemed to be
authorized by this Plan.
5. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 authorize direct payments by the Institutional Class to
finance any activity primarily intended to result in the sale of
Institutional Class Shares or, to increase materially the amount spent
by the Institutional Class for distribution, shall be effective only
upon approval by a vote of a majority of the outstanding voting
securities of the Institutional Class and (b) any material amendments
of this Plan shall be effective only upon approval in the manner
provided in the first sentence in this paragraph 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
Institutional Class.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
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 Institutional
Class Shares (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 Institutional Class Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(56)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR VALUE STRATEGIES FUND(FORMERLY FIDELITY ADVISOR
STRATEGIC OPPORTUNITIES FUND)
CLASS A 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 Class A shares of
Fidelity Advisor Value Strategies Fund ("Class A") a class of shares
of Fidelity Advisor Value Strategies Fund, (the "Fund"), a portfolio
of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 Class A,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class A pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(57)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR VALUE STRATEGIES FUND
(FORMERLY FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND)
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 Class T shares of
Fidelity Advisor Value Strategies Fund ("Class T"), a class of shares
of Fidelity Advisor Value Strategies Fund (the "Fund"), a portfolio of
Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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,
Class T shall pay to the Distributor a fee at the annual rate of .65%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares. The
Distributor may use all or any portion of the fee received pursuant to
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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company ("the Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
T Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the 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 Class T,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
T pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(58)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR VALUE STRATEGIES FUND(FORMERLY FIDELITY ADVISOR
STRATEGIC OPPORTUNITIES FUND)
Class B Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Class B shares of Fidelity Advisor Value Strategies Fund
("Class B"), a class of shares of Fidelity Advisor Value Strategies
Fund (the "Fund"), a series of Fidelity Advisor Series I (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to the Class
B Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required to,
use all or any portion of the distribution fee received pursuant to
the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of the shareholder accounts, or for
other services for which "service fees" lawfully may be paid in
accordance with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management and Research Company (the "Adviser")
pursuant to a management agreement between the 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 make payments to the Distributor
with respect to any expenses incurred in connection with the
distribution of Class B Shares, including the activities referred to
in paragraphs 2 and 3 hereof. To the extent that the payment of
management fees by the Fund to the Adviser should be deemed to be
indirect financing of any activity primarily intended to result in the
sale of Class B Shares within the meaning of Rule 12b-1, then such
payment shall be deemed to be authorized by this Plan.
7. 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 Class B,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided, remain
in effect until April 30, 2000, 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 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 fees provided for in paragraphs 4
and 5 hereof shall be effective only upon approval by a vote of a
majority of the outstanding voting securities of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(59)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR VALUE STRATEGIES FUND
(FORMERLY FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND)
INSTITUTIONAL CLASS SHARES
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor Value
Strategies Fund ("Institutional Class"), a class of shares of Fidelity
Advisor Value Strategies Fund (the "Fund"), a series of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues, as well as past
profits or its resources from any other source, to make payments to
the Distributor with respect to any expenses incurred in connection
with the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and
providing such other shareholder services as the Trust may reasonably
request.
4. The Fund will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized
that the Fund presently pays, and will continue to pay, a management
fee to the Adviser. To the extent that any payments made by the Fund
to the Adviser, including payment of management fees, should be deemed
to be indirect financing of any activity primarily intended to result
in the sale of Shares of the Fund within the context of Rule 12b-1
under the Act, then such payments shall be deemed to be authorized by
this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Fund" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of this Plan or in any
agreements related to this Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2000, 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 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 authorize direct payments by the
Fund to finance any activity primarily intended to result in the sale
of Shares of the Fund, or to increase materially the amount spent by
the Fund for distribution, shall be effective only upon approval by a
vote of a majority of the outstanding voting securities of the Fund,
and (b) any material amendments of this Plan shall be effective only
upon approval in the manner provided in the first sentence in this
paragraph.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the Fund.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
Trust's Board of 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 Fund (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 Fund.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(60)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor TechnoQuant Growth Fund
Class A 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 Class A shares of
Fidelity Advisor TechnoQuant Growth Fund ("Class A") a class of shares
of Fidelity Advisor TechnoQuant Growth Fund, (the "Fund"), a portfolio
of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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 A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class A Shares, including the activities referred to in paragraph 2
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class A 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 Class A,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
A pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(61)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor TechnoQuant Growth Fund
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 Class T shares of
Fidelity Advisor TechnoQuant Growth Fund ("Class T") a class of shares
of Fidelity Advisor TechnoQuant Growth Fund, (the "Fund"), a portfolio
of Fidelity Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than the existing shareholders of the 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 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,
Class T shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares.
The Distributor may use all or any portion of the fee received
pursuant to 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class T Shares, including the activities referred to in paragraph 2
hereof. To the extent that the payment of management fees by the 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 Class T,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the 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 April 30, 2000, 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 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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
T pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other 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.
Exhibit m(62)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor TechnoQuant Growth Fund
Class B Shares
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act") for the Class B Shares of Fidelity Advisor TechnoQuant
Growth Fund ("Class B"), a class of shares of Fidelity Advisor
TechnoQuant Growth Fund, (the "Fund"), a series of Fidelity Advisor
Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payments to the Distributor with
respect to any expenses incurred in connection with the distribution
of Class B Shares, including the activities referred to in paragraphs
2 and 3 hereof. To the extent that the payment of management fees by
the Fund to the Adviser should be deemed to be indirect financing of
any activity primarily intended to result in the sale of Class B
Shares within the meaning of Rule 12b-1, then such payment shall be
deemed to be authorized by this Plan.
7. 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 Class B,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(63)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR TECHNOQUANT GROWTH FUND
CLASS C SHARES
1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Class C Shares of Fidelity Advisor TechnoQuant Growth
Fund ("Class C"), a class of shares of Fidelity Advisor TechnoQuant
Growth Fund (the "Fund"), a series of Fidelity Advisor Series II (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the 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 Fund and reports to
recipients other than existing shareholders of the 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 in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the 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 make payment to the Distributor with respect
to any expenses incurred in connection with the distribution of Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, 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
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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit m(64)
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor TechnoQuant Growth Fund
Institutional Class Shares
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for Institutional Class Shares of Fidelity Advisor TechnoQuant
Growth Fund ("Institutional Class"), a class of shares of Fidelity
Advisor TechnoQuant Growth Fund (the "Fund"), a series of Fidelity
Advisor Series I (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund's shares of beneficial interest ("Shares"). Under the
agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by
the Distributor, advertising, and other promotional activities in
connection with the offering of Shares of the Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(the "Adviser") may use its management fee revenues as well as past
profits or its resources from any other source, to make payments to
the Distributor with respect to any expenses incurred in connection
with the distribution of Institutional Class Shares, including the
activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of Institutional Class
Shares or who render shareholder support services, including but not
limited to providing office space, equipment and telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing such other shareholder services as the
Trust may reasonably request.
4. The Institutional Class will not make separate payments as a
result of this Plan to the Adviser, Distributor or any other party, it
being recognized that the Fund presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Fund to the Adviser, including payment of management fees,
should be deemed to be indirect financing of any activity primarily
intended to result in the sale of Institutional Class Shares within
the meaning of Rule 12b-1, then such payments shall be deemed to be
authorized by this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of the
Institutional Class, this plan having been approved by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the 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 April 30, 2000, 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 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 authorize direct payments by the Institutional Class to
finance any activity primarily intended to result in the sale of
Institutional Class Shares, to increase materially the amount spent by
the Institutional Class for distribution, shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of the Institutional Class and (b) any material amendments of this
Plan shall be effective only upon approval in the manner provided in
the first sentence in this paragraph 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
Institutional Class.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
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 Institutional
Class Shares (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 Institutional Class Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
SCHEDULE I DATED AUGUST 30, 1999 TO MULTIPLE CLASS OF SHARES PLAN FOR
FIDELITY ADVISOR FUNDS DATED MARCH 19, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TRUST/FUND/CLASS SALES CHARGE DISTRIBUTION FEE (AS A SHAREHOLDER SERVICE FEE
PERCENTAGE OF AVERAGE NET (AS A PERCENTAGE OF AVERAGE
ASSETS) NET ASSETS)
Advisor Series II
High Income Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Emerging Asia Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Overseas Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Equity Growth Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Natural Resources Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Growth Opportunities Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Equity Income Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Balanced Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Large Cap Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Mid Cap Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Small Cap Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Value Strategies Fund:
Initial Class front-end none none
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Consumer Industries Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Cyclical Industries Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Financial Services Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Health Care Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Technology Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Utilities Growth Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
TechnoQuant Growth Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Growth & Income Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
International Capital
Appreciation Fund: front-end 0.25 none
Class A* front-end 0.50 none
Class T* contingent deferred 0.75 0.25
Class B contingent deferred 0.75 0.25
Class C none none none
Institutional Class
Advisor Series I
Dividend Growth Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Retirement Growth Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Asset Allocation Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Diversified International
Fund: front-end 0.25 none
Class A* front-end 0.50 none
Class T* contingent deferred 0.75 0.25
Class B contingent deferred 0.75 0.25
Class C none none none
Institutional Class
Advisor Series VIII
Europe Capital Appreciation
Fund: front-end 0.25 none
Class A* front-end 0.50 none
Class T* contingent deferred 0.75 0.25
Class B contingent deferred 0.75 0.25
Class C none none none
Institutional Class
Advisor Series VIII
Japan Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Latin America Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Global Equity Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
Intermediate Bond Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
Intermediate Municipal Income
Fund: front-end 0.15 none
Class A* front-end 0.25 none
Class T* contingent deferred 0.65 0.25
Class B contingent deferred 0.75 0.25
Class C none none none
Institutional Class
Advisor Series II
Short Fixed-Income Fund:
Class A* front-end 0.15 none
Class T* front-end 0.15 none
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Emerging Markets Income Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
High Yield Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
Strategic Income Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
Government Investment Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
Municipal Income Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
</TABLE>
______________________________________________________________
* A contingent deferred sales charge of 0.25% is accessed on certain
redemptions of Class A and Class T shares on which a finder's fee was
paid.
