FIDELITY ADVISOR SERIES VIII
497, 1999-07-13
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SUPPLEMENT TO THE FIDELITY ADVISOR FUNDS(registered trademark)

CLASS A, CLASS T, CLASS B, CLASS C, INSTITUTIONAL CLASS, AND INITIAL
CLASS

FEBRUARY 26, 1999

REVISED APRIL 9, 1999

STATEMENT OF ADDITIONAL INFORMATION

FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND HAS BEEN RENAMED
FIDELITY ADVISOR VALUE STRATEGIES FUND. ALL REFERENCES TO ADVISOR
STRATEGIC OPPORTUNITIES THROUGHOUT THIS SAI SHOULD BE REPLACED WITH
ADVISOR VALUE STRATEGIES.

THE FOLLOWING INFORMATION REPLACES NON-FUNDAMENTAL INVESTMENT
LIMITATION (III) BEGINNING ON PAGE 3 FOR EACH FUND EXCEPT ADVISOR
EMERGING MARKETS INCOME FUND AND ADVISOR STRATEGIC INCOME FUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION.

(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).

THE FOLLOWING INFORMATION REPLACES NON-FUNDAMENTAL INVESTMENT
LIMITATION (IV) ON PAGES 24 AND 27, RESPECTIVELY, FOR ADVISOR EMERGING
MARKETS INCOME FUND AND ADVISOR STRATEGIC INCOME FUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION.

(iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (2)).

THE FOLLOWING INFORMATION REPLACES NON-FUNDAMENTAL INVESTMENT
LIMITATION (V) BEGINNING ON PAGE 3 FOR EACH FUND EXCEPT ADVISOR
EMERGING MARKETS INCOME FUND, ADVISOR STRATEGIC INCOME FUND, ADVISOR
MUNICIPAL INCOME FUND AND ADVISOR INTERMEDIATE MUNICIPAL INCOME FUND
IN THE "INVESTMENT POLICIES AND LIMITATIONS" SECTION.

(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.)

THE FOLLOWING INFORMATION REPLACES NON-FUNDAMENTAL INVESTMENT
LIMITATION (VI) ON PAGES 25 AND 27, RESPECTIVELY, FOR ADVISOR EMERGING
MARKETS INCOME FUND AND ADVISOR STRATEGIC INCOME FUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION.

(vi) 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.)

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR LATIN AMERICA FUND" SECTION BEGINNING ON PAGE 3.

For purposes of normally investing at least 65% of the fund's total
assets in securities of Latin American issuers, FMR interprets "total
assets" to exclude collateral received for securities lending
transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR JAPAN FUND" SECTION BEGINNING ON PAGE 4.

For purposes of normally investing at least 65% of the fund's total
assets in securities of Japanese issuers, FMR interprets "total
assets" to exclude collateral received for securities lending
transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR EUROPE CAPITAL APPRECIATION FUND" SECTION BEGINNING ON PAGE 5.

For purposes of normally investing at least 65% of the fund's total
assets in securities of issuers that have their principal activities
in Europe, FMR interprets "total assets" to exclude collateral
received for securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR INTERNATIONAL CAPITAL APPRECIATION FUND" SECTION BEGINNING ON
PAGE 6.

For purposes of normally investing at least 65% of the fund's total
assets in foreign securities, including securities of issuers located
in emerging markets, FMR interprets "total assets" to exclude
collateral received for securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR OVERSEAS FUND" AND "INVESTMENT LIMITATIONS OF ADVISOR
DIVERSIFIED INTERNATIONAL FUND" SECTIONS BEGINNING ON PAGES 7 AND 8,
RESPECTIVELY.

For purposes of normally investing at least 65% of the fund's total
assets in foreign securities, FMR interprets "total assets" to exclude
collateral received for securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR GLOBAL EQUITY FUND" SECTION BEGINNING ON PAGE 9.

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.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR SMALL CAP FUND" SECTION BEGINNING ON PAGE 11.

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.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR MID CAP FUND" SECTION BEGINNING ON PAGE 13.

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.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR EQUITY GROWTH FUND" SECTION BEGINNING ON PAGE 15.

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.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR LARGE CAP FUND" SECTION BEGINNING ON PAGE 16.

For 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.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR DIVIDEND GROWTH FUND" SECTION BEGINNING ON PAGE 17.

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.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR EQUITY INCOME FUND" SECTION BEGINNING ON PAGE 21.

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.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR BALANCED FUND" SECTION BEGINNING ON PAGE 23.

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.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR EMERGING MARKETS INCOME FUND" SECTION BEGINNING ON PAGE 24.

For purposes of normally investing at least 65% of the fund's total
assets in debt securities of issuers in emerging markets, FMR
interprets "total assets" to exclude collateral received for
securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR HIGH YIELD FUND" SECTION BEGINNING ON PAGE 25.

For purposes of normally investing at least 65% of the fund's total
assets in income-producing debt securities, preferred stocks and
convertible securities, with an emphasis on lower-quality debt
securities, FMR interprets "total assets" to exclude collateral
received for securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR GOVERNMENT INVESTMENT FUND" SECTION BEGINNING ON PAGE 27.

For purposes of normally investing at least 65% of the fund's total
assets in U.S. Government securities, FMR interprets "total assets" to
exclude collateral received for securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR MORTGAGE SECURITIES FUND" SECTION BEGINNING ON PAGE 28.

For purposes of normally investing at least 65% of the fund's total
assets in investment-grade mortgage-related securities, FMR interprets
"total assets" to exclude collateral received for securities lending
transactions.

   THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION ON PAGE 45.

   SOURCES OF CREDIT OR LIQUIDITY SUPPORT. Issuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. FMR may rely on its evaluation of the credit of the
liquidity or credit enhancement provider in determining whether to
purchase a security supported by such enhancement. In evaluating the
credit of a foreign bank or other foreign entities, FMR will consider
whether adequate public information about the entity is available and
whether the entity may be subject to unfavorable political or economic
developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment. Changes in the
credit quality of the entity providing the enha    ncement could
affect the value of the security or a fund's share price.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"PERFORMANCE" SECTION ON PAGE 82.

<TABLE>
<CAPTION>
                                                                                       Average Annual Returns1

                          Fiscal Period Ended  Thirty-Day Yield  Tax Equivalent Yield  One Year                 Five Years

<S>                       <C>                  <C>               <C>                   <C>                      <C>
Advisor Intermediate                            2.63%             4.11%                 2.67%                    4.30%
Municipal Income - Class B

Advisor Intermediate                            3.54%             5.53%                 6.73%                    5.22%
Municipal Income -
Institutional

</TABLE>


<TABLE>
<CAPTION>
                                                         Cumulative Returns1

                            Ten Years/ Life of Fund*     One Year             Five Years  Ten Years/ Life of Fund*

<S>                         <C>                       <C>  <C>                  <C>         <C>
Advisor Intermediate         6.12%                        2.67%                23.43%      81.13%
Municipal Income - Class B

Advisor Intermediate         6.62%                        6.73%                29.00%      89.84%
Municipal Income -
Institutional

</TABLE>

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"PERFORMANCE" SECTION BEGINNING ON PAGE 95.

ADVISOR VALUE STRATEGIES -

CLASS A

Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Value Strategies on December 1, 1988, 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 $24,359. 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 $2,721 for dividends and $6,971 for 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.

ADVISOR VALUE STRATEGIES -

CLASS T

Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Value Strategies on December 1, 1988, 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 $24,398. 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 $2,677 for dividends and $7,095 for 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.

ADVISOR VALUE STRATEGIES -

CLASS B

Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Value Strategies on December 1, 1988, 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 $24,789. 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 $2,767 for dividends and $7,277 for
capital gain distributions. 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. 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.

ADVISOR VALUE STRATEGIES -

INSTITUTIONAL CLASS

Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Value Strategies on December 1, 1988,
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 $26,287. 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
$3,426 for dividends and $7,328 for capital 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.

ADVISOR VALUE STRATEGIES -

INITIAL CLASS

Explanatory Notes: With an initial investment of $10,000 in Initial
Class of Advisor Value Strategies on December 1, 1988, 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 $26,269. 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 $3,396 for dividends
and $7,353 for 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.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"PERFORMANCE" SECTION BEGINNING ON PAGE 134.

During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Class B of Advisor Intermediate Municipal Income
would have grown to $18,113.

ADVISOR INTERMEDIATE        INDEXES

MUNICIPAL INCOME - CLASS B


<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
Fiscal Year Ended October
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1998                      $ 10,142                  $ 6,753                       $ 1,218                      $ 18,113

</TABLE>


<TABLE>
<CAPTION>
<S>                           <C>       <C>       <C>
                              INDEXES
Fiscal Year Ended October 31  S&P 500   DJIA      Cost of Living


1998                          $ 51,835  $ 52,786  $ 13,644

</TABLE>

During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Institutional Class of Advisor Intermediate
Municipal Income would have grown to $18,984.

ADVISOR INTERMEDIATE  INDEXES

MUNICIPAL INCOME -

INSTITUTIONAL CLASS


<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
Fiscal Year Ended October
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1998                      $ 10,151                  $ 7,611                       $ 1,222                      $ 18,984

</TABLE>


<TABLE>
<CAPTION>
<S>                           <C>       <C>       <C>
                              Indexes

Fiscal Year Ended October 31  S&P 500   DJIA      Cost of Living


1998                          $ 51,835  $ 52,786  $ 13,644

</TABLE>

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"PERFORMANCE" SECTION BEGINNING ON PAGE 139.

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 Standard & Poor's
500 Index, a market capitalization-weighted index of common stocks.

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.

Advisor High Yield may compare its performance to that of the Merrill
Lynch High Yield Master II Index, a market value-weighted index of all
domestic and yankee high-yield bonds, including deferred interest
bonds and payment-in-kind securities. Issues included in the index
have maturities of one year or more and have a credit rating lower
than BBB-/Baa3, but are not in default. Issues must have an
outstanding par value of at least $50 million to be included in the
index.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 164.

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
rate at $669 billion of group net assets - the approximate level for
December 1998 - was 0.2863%, which is the weighted average of the
respective fee rates for each level of group net assets up to $669
billion.

THE FOLLOWING INFORMATION REPLACES THE FOURTH AND FIFTH PARAGRAPHS
FOUND IN THE "MANAGEMENT CONTRACTS" SECTION ON PAGE 165 .

COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee for each of
Advisor Overseas and Advisor Growth Opportunities 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 for
Advisor Growth Opportunities or the cap-weighted EAFE for Overseas.
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 on 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 Overseas, Advisor Value Strategies, and Advisor Growth
Opportunities) (up to a maximum difference of (plus/minus)10.00 for
Advisor Overseas and Advisor Growth Opportunities and -10.00 for
Advisor Value Strategies) is multiplied by a performance adjustment
rate of 0.02%.

THE FOLLOWING INFORMATION REPLACES THE SEVENTH AND EIGHTH PARAGRAPHS
FOUND IN THE "MANAGEMENT CONTRACTS" SECTION ON PAGE 165 .

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 for Advisor Overseas and
Advisor Growth Opportunities or subtracted from the basic fee for
Advisor Value Strategies.

The maximum annualized performance adjustment rate is
(plus/minus)0.20% for Advisor Overseas and Advisor Growth
Opportunities and -0.20% for Advisor Value Strategies of a fund's
average net assets over the performance period.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 166 .

<TABLE>
<CAPTION>
                            FISCAL YEAR ENDED  PERFORMANCE ADJUSTMENT  MANAGEMENT FEES PAID TO FMR

<S>                         <C>                <C>                     <C>
ADVISOR VALUE STRATEGIES##

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*

1995                        12/31                91,269 (upward)         3,510,812*

</TABLE>

* Including the amount of the performance adjustment.

## 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.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER THE
HEADING "SUB-ADVISERS" IN THE "MANAGEMENT CONTRACTS" SECTION ON PAGE
168.

On behalf of 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, Advisor High Yield,
Advisor Mortgage Securities, Advisor Intermediate Bond, and Advisor
Short Fixed-Income, FMR has entered into sub-advisory agreements with
FMR U.K. and FMR Far East. On behalf of Advisor Latin America and
Advisor Europe Capital Appreciation, FMR has entered into sub-advisory
agreements with FMR U.K., FMR Far East, and FIAA. FIAA, in turn, has
entered into a sub-advisory agreement with FIAA(U.K.)L. On behalf of
Advisor Japan, Advisor International Capital Appreciation, Advisor
Overseas, Advisor Diversified International, Advisor Global Equity,
Advisor Emerging Markets Income, and Advisor Strategic Income, FMR has
entered into sub-advisory agreements with FMR U.K., FMR Far East, FIJ,
and FIIA. FIIA, in turn, has entered into a sub-advisory agreement
with FIIA(U.K.)L. Pursuant to the sub-advisory agreements, FMR may
receive investment advice and research services outside the United
States from the sub-advisers.

THE FOLLOWING INFORMATION REPLACES THE SECOND AND EIGHTH PARAGRAPHS
FOUND IN THE "TRANSFER AND SERVICE AGENT AGREEMENTS" SECTION ON PAGE
182.

Each class of Advisor Municipal Income and Advisor Intermediate
Municipal Income has entered into a transfer agent agreement with
Citibank, N.A., which is located at 111 Wall Street, New York, New
York. Under the terms of the agreements, Citibank, N.A. provides
transfer agency, dividend disbursing, and shareholder services for
each class of each fund. Citibank, N.A. in turn has entered into
sub-transfer agent agreements with FIIOC. Under the terms of the
sub-agreements, FIIOC performs all processing activities associated
with providing these services for each class of each fund and receives
all related transfer agency fees paid to Citibank, N.A.

Each of Advisor Municipal Income and Advisor Intermediate Municipal
Income has also entered into a service agent agreement with Citibank,
N.A. Under the terms of the agreements, Citibank, N.A. provides
pricing and bookkeeping services for each fund. Citibank, N.A. in turn
has entered into sub-service agent agreements with FSC. Under the
terms of the sub-agreements, FSC performs all processing activities
associated with providing these services, including calculating the
NAV and dividends for each class of each fund and maintaining each
fund's portfolio and general accounting records, and receives all
related pricing and bookkeeping fees paid to Citibank, N.A.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"DESCRIPTION OF THE TRUSTS" SECTION ON PAGE 185.

CUSTODIANS. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of Advisor International
Capital Appreciation, Advisor Mid Cap, Advisor Growth Opportunities,
Advisor Value Strategies, and Advisor Large Cap. State Street Bank and
Trust Company, 1776 Heritage Drive, Quincy, Massachusetts, is
custodian of the assets of Advisor Latin America, Advisor Japan,
Advisor Europe Capital Appreciation, Advisor Diversified
International, Advisor Global Equity, Advisor Small Cap, Advisor
Retirement Growth, Advisor Dividend Growth, and Advisor Asset
Allocation. The Chase Manhattan Bank, 4 Chase MetroTech Center,
Brooklyn, New York, is custodian of the assets of Advisor TechnoQuant
Growth, Advisor Overseas, Advisor Equity Growth, Advisor Growth &
Income, Advisor Equity Income, Advisor Balanced, and Advisor Emerging
Markets Income. The Bank of New York, 110 Washington Street, New York,
New York, is custodian of the assets of Advisor High Yield, Advisor
Strategic Income, Advisor Government Investment, Advisor Intermediate
Bond, Advisor Mortgage Securities and Advisor Short Fixed-Income.
Citibank, N.A., 111 Wall Street, New York, New York, is custodian of
the assets of Advisor Municipal Income and Advisor Intermediate
Municipal Income. Each custodian is responsible for the safekeeping of
a fund's assets and the appointment of subcustodian banks and clearing
agencies. The Bank of New York and The Chase Manhattan Bank, each
headquartered in New York, also may serve as special purpose
custodians of certain assets in connection with repurchase agreement
transactions.

   THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER
THE HEADING "AUDITORS" IN THE "DESCRIPTION OF THE TRUSTS" SECTION ON
PAGE 186.

Deloitte & Touche LLP,    200 Berkeley     Street, Boston,
Massachusetts serves as independent accountant for Advisor Europe
Capital Appreciation. The auditor examines financial statements for
the fund and provides other audit, tax, and related services.

   Effective February 18, 1999, Deloitte & Touche LLP, 200 Berkeley
Street, Boston, Massachusetts, serves as independent accountant for
Advisor International Capital Appreciation, Advisor TechnoQuant
Growth, Advisor Value Strategies, Advisor Mid Cap, Advisor Equity
Growth, Advisor Large Cap, Advisor Growth Opportunities, Advisor
Growth & Income, Advisor Equity Income, Advisor Balanced, Advisor High
Yield, Advisor Strategic Income, Advisor Government Investment, and
Advisor Short Fixed-Income for the next fiscal period. T    he auditor
examines financial statements for the funds and provides other audit,
tax, and related services.





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