FIDELITY INCOME FUND /MA/
497, 1997-09-25
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SUPPLEMENT TO THE FIDELITY ADVISOR FUNDS
CLASS A, CLASS T, AND CLASS B
FEBRUARY 28,1997 PROSPECTUS
The following information replaces similar information found on the
cover page.
High Yield and Strategic Income may each invest without limitation in
lower-quality debt securities, sometimes called "junk bonds."
Investors should consider that these securities carry greater risks,
such as the risk of default, than other debt securities. Refer to
"Investment Principles and Risks" on page 40 for further information.
The following information replaces similar information found in "Who
May Want to Invest" on page 3.
High Income Municipal, Municipal Bond, Intermediate Municipal Income,
and Short-Intermediate Municipal Income are designed for investors in
higher tax brackets who seek high current income that is free from
federal income tax. Municipal Bond, Intermediate Municipal Income, and
Short-Intermediate Municipal Income also invest consistent with
consideration of capital preservation. High Income Municipal may
invest in lower-quality municipal securities which invoke greater
risks than the investment-grade securities.
The following information replaces similar information found in "Who
May Want to Invest" beginning on page 3.
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Class A and Class T shares have a front-end sales charge and pay a
distribution fee. Class A and Class T shares may be subject to a
contingent deferred sales charge (CDSC). Class B shares do not have a
front-end sales charge, but do have a CDSC, and pay a distribution fee
and a shareholder service fee. Institutional Class shares have no
sales charge and do not pay a distribution fee or a shareholder
service fee, but are available only to certain types of investors. See
"Sales Charge Reductions and Waivers," page 64, for Institutional
Class eligibility information. You may obtain more information about
Institutional Class shares, which are not offered through this
prospectus, by calling 1-800-843-3001 or from your investment
professional.
The performance of one class of shares of a fund may be different from
the performance of another class of shares of the same fund because of
different sales charges and class expenses. Contact your investment
professional to discuss which class is appropriate for you.
In determining which class of shares is appropriate for you, you
should consider, among other factors, the amount you plan to invest,
the length of time you intend to hold your shares, your eligibility
for a sales charge waiver or reduction, and the package of services
provided to you by your investment professional and the overall costs
of those services. In general, Class A shares have higher costs than
Class T shares over a short holding period because Class A shares have
a higher front-end sales charge, and Class A shares have lower costs
than Class T shares over a longer holding period because Class A
shares have lower 12b-1 fees. If you are planning to invest a
significant amount either at one time or through a regular investment
program, you should consider the reduced front-end sales charges
available on Class A and Class T shares. See "Transaction Details,"
page 60, and "Sales Charge Reductions and Waivers," page 64, for sales
charge reduction information. If you are eligible for a front-end
sales charge waiver on a purchase of both Class A and Class T shares,
Class A shares generally will have lower costs than Class T shares
because Class A shares have lower 12b-1 fees. However, you should
evaluate the overall costs of purchasing Class A shares or Class T
shares in the context of the package of services provided to you by
your investment professional. See "Sales Charge Reductions and
Waivers," page 64, for sales charge waiver information. If you prefer
not to pay a front-end sales charge, you should consider Class B
shares. While Class B shares are subject to higher ongoing costs than
Class A or Class T shares, because of their higher 12b-1 fees, Class B
shares are sold with a CDSC instead of a front-end sales charge so
your entire purchase amount is immediately invested. Please note that
purchase amounts of more than $250,000 will not be accepted for Class
B shares, and that Class A or Class T shares may have lower costs for
investments that qualify for a front-end sales charge reduction or
waiver. If you sell your Class B shares of the Intermediate-Term Bond
Funds within three years or your Class B shares of the Bond Funds and
the Equity Funds within six years, you will normally pay a CDSC that
varies depending on how long you have held your shares. See
"Transaction Details," page 60, for CDSC schedules and related
information.
The following information replaces similar information found in
"Expenses" on page 4.
 
 
 
<TABLE>
<CAPTION>
<S>                                                                         <C>       <C>   <C>       <C>   <C>        
                                                                            Class A         Class T         Class B    
 
Maximum sales charge (as a % of offering price) on purchases of: TechnoQuant 
Growth, Mid Cap, Equity Growth, Growth Opportunities, Strategic             5.75%           3.50%           None       
Opportunities, Large Cap, Growth & Income, Equity Income, and Balanced (the Equity Funds)                              
 
Maximum sales charge (as a % of offering price) on purchases of: High Yield, Strategic 
Income, Mortgage Securities, Government Investment, High Income Municipal,    4.75%           3.50%           None       
Municipal Bond, California Municipal Income, and New York Municipal Income (the Bond Funds)                           
 
Maximum sales charge (as a % of offering price) on purchases of: Intermediate 
Bond and Intermediate Municipal Income (the Intermediate-Term Bond Funds)      3.75%           2.75%           None       
 
Maximum sales charge (as a % of offering price) on purchases of: Short-Fixed 
Income and Short-Intermediate                                                   1.50%           1.50%           None       
Municipal Income (the Short-Term Bond Funds)                                                                               
 
Maximum CDSC for all Equity and Bond Funds (as a % of the lesser of original purchase 
price or redemption proceeds)                                                   None[A]         None[A]         5.00%[B]   
 
Maximum CDSC for the Intermediate-Term Bond Funds (as a % of the lesser of the original 
purchase price or redemption proceeds)                                          None[A]         None[A]         3.00%[C]   
 
Maximum CDSC for the Short-Term Bond Funds (as a % of the lesser of the original purchase 
price or redemption proceeds)                                                   None[A]         None[A]         *          
 
Maximum sales charge on reinvested distributions                                None            None            None       
 
Redemption fee                                                                  None            None            None       
 
Exchange fee                                                                    None            None            None       
 
Annual account maintenance fee (for accounts under $2,500)                      $12.00          $12.00          $12.00     
 
</TABLE>
 
* FUNDS DO NOT OFFER CLASS B SHARES.
[A] A CONTINGENT DEFERRED SALES CHARGE CHARGE OF 0.25% IS ASSESSED ON
CERTAIN REDEMPTIONS OF CLASS A AND CLASS T SHARES ON WHICH A FINDER'S
FEE WAS PAID. SEE "TRANSACTION DETAILS", PAGE 60.
[B] DECLINES OVER 6 YEARS FROM 5.00% TO 0%.
[C] DECLINES OVER 3 YEARS FROM 3.00% TO 0%.
The following information replaces similar information found in
"Expenses" on page 5.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                                      <C>        <C>       <C>    
   
EQUITY FUNDS                                                                                                                
   
 
                       Operating Expenses                                                       Class A    Class T   Class B 
  
 
EQUITY GROWTH          Management fee                                                           0.61%      0.61%     0.61%  
   
 
                       12b-1 fee (including 0.25% Shareholder Service Fee for Class B shares)   0.25%      0.50%     1.00%  
   
 
                       Other expenses                                                           0.33%[A]   0.25%    
0.34%[A]   
 
                       Total operating expenses                                                  1.19%     1.36%     1.95%  
   
 
GROWTH OPPORTUNITIES   Management fee                                                           0.61%      0.61%     0.61%  
   
 
                       12b-1 fee (including 0.25% Shareholder Service Fee for Class B shares)   0.25%      0.50%     1.00%  
   
 
                       Other expenses                                                           0.28%[A]   0.23%    
0.32%[A]   
 
                       Total operating expenses                                                 1.14%      1.34%     1.93%  
   
 
</TABLE>
 
The following footnotes replace similar footnotes found in "Expenses"
on page 5.
[A] BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
[C] EFFECTIVE AUGUST 1, 1996, FMR VOLUNTARILY AGREED TO IMPLEMENT A
MANAGEMENT FEE REDUCTION. THE INDIVIDUAL FUND FEE RATE WAS REDUCED
FROM 0.20% TO 0.15%. IF THIS AGREEMENT WAS NOT IN EFFECT, THE
MANAGEMENT FEE WOULD BE 0.50% AND TOTAL OPERATING EXPENSES WOULD BE
1.15%, 1.26% , AND 1.94% FOR CLASS A, CLASS T, AND CLASS B,
RESPECTIVELY.
The following information replaces similar information found in
"Expenses" on page 7.
A portion of the brokerage commissions that certain of the funds pay
is used to reduce fund expenses. In addition, certain funds have
entered into arrangements with their custodian and transfer agent
whereby interest earned on uninvested cash balances is used to reduce
custodian and transfer agent expenses. Including these reductions, the
total operating expenses presented in the preceding tables for the
applicable class would have been: 
                                      Class T   Class B   
 
Mid Cap                                1.60%     2.37%    
 
Equity Growth                          1.34%     1.95%    
 
Strategic Opportunities               1.27%     1.79%     
 
Large Cap                              2.00%     2.50%    
 
Equity Income                          1.26%     1.79%    
 
Balanced                               1.20%     1.90%    
 
High Yield                             1.11%     1.79%    
 
Strategic Income                       1.22%     1.87%    
 
Government Investment                  0.99%     1.67%    
 
Intermediate Bond                      0.96%     1.66%    
 
Short-Intermediate Municipal Income    0.89%     *        
 
California Municipal Income            0.87%    1.62%     
 
New York Municipal Income              0.97%    1.62%     
 
* FUND DOES NOT OFFER CLASS B SHARES
The following information replaces similar information regarding
Growth Opportunities found in "Expenses" on page 8.
EXPENSE TABLE EXAMPLE: You would pay the following expenses, including
the maximum front-end sales charge or CDSC, as applicable, on a $1,000
investment, assuming a 5% annual return and either (1) full redemption
or (2) no redemption, at the end of each time period:
EQUITY FUNDS                           
 
            Examples                     
 
 
<TABLE>
<CAPTION>
<S>                     <C>                 <C>               <C>       <C>       <C>          
                                            Full Redemption                       No           
                                                                                  Redemption   
 
                                            Class A           Class T   Class B   Class B      
 
GROWTH OPPORTUNITIES    After 1 year        $68               $48       $70[A]    $20          
 
                        After 3 years       $92               $76       $91[A]    $61          
 
                        After 5 years       $117              $106      $124[A]   $104         
 
                        After 10 years[B]   $188              $191      $195      $195         
 
</TABLE>
 
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION OF CLASS B SHARES TO CLASS A SHARES AFTER
SEVEN YEARS.
For the funds listed below, the following information replaces similar
information relating to Class A shares found in "Expenses" beginning
on page 8.
EXPENSE TABLE EXAMPLE: You would pay the following expenses, including
the maximum front-end sales charge or CDSC, as applicable, on a $1,000
investment, assuming a 5% annual return and either (1) full redemption
or (2) no redemption, at the end of each time period:
EQUITY FUNDS                           
 
                                            Examples          
 
                                            Full Redemption   
 
                                            Class A           
 
TECHNOQUANT GROWTH        After 1 year      $71               
 
                          After 3 years     $99               
 
MID CAP                   After 1 year      $71               
 
                          After 3 years     $98               
 
EQUITY GROWTH             After 1 year      $69               
 
                          After 3 years     $93               
 
                          After 5 years     $119              
 
                          After 10 years    $194              
 
STRATEGIC OPPORTUNITIES   After 1 year      $70               
 
                          After 3 years     $95               
 
                          After 5 years     $122              
 
                          After 10 years    $200              
 
LARGE CAP                 After 1 year      $74               
 
                          After 3 years     $109              
 
GROWTH & INCOME           After 1 year      $69               
 
                          After 3 years     $93               
 
EQUITY INCOME             After 1 year      $68               
 
                          After 3 years     $90               
 
                          After 5 years     $115              
 
                          After 10 years    $184              
 
BALANCED                  After 1 year      $68               
 
                          After 3 years     $90               
 
                          After 5 years     $115              
 
                          After 10 years    $184              
 
TAXABLE INCOME FUNDS                           
 
                                         Examples          
 
                                         Full Redemption   
 
                                         Class A           
 
HIGH YIELD              After 1 year     $58               
 
                        After 3 years    $81               
 
                        After 5 years    $106              
 
                        After 10 years   $177              
 
STRATEGIC INCOME        After 1 year     $60               
 
                        After 3 years    $85               
 
                        After 5 years    $113              
 
                        After 10 years   $191              
 
MORTGAGE SECURITIES     After 1 year     $56               
 
                        After 3 years    $75               
 
                        After 5 years    $95               
 
                        After 10 years   $153              
 
GOVERNMENT INVESTMENT   After 1 year     $56               
 
                        After 3 years    $75               
 
                        After 5 years    $95               
 
                        After 10 years   $153              
 
INTERMEDIATE BOND       After 1 year     $46               
 
                        After 3 years    $65               
 
                        After 5 years    $85               
 
                        After 10 years   $144              
 
MUNICIPAL FUNDS                           
 
            Examples          
 
            Full Redemption   
 
            Class A           
 
HIGH INCOME MUNICIPAL           After 1 year     $56    
 
                                After 3 years    $75    
 
                                After 5 years    $95    
 
                                After 10 years   $153   
 
MUNICIPAL BOND                  After 1 year     $56    
 
                                After 3 years    $75    
 
                                After 5 years    $95    
 
                                After 10 years   $153   
 
INTERMEDIATE MUNICIPAL INCOME   After 1 year     $46    
 
                                After 3 years    $65    
 
                                After 5 years    $85    
 
                                After 10 years   $144   
 
STATE MUNICIPAL FUNDS                           
 
                                               Examples          
 
                                               Full Redemption   
 
                                               Class A           
 
CALIFORNIA MUNICIPAL INCOME   After 1 year     $56               
 
                              After 3 years    $75               
 
NEW YORK MUNICIPAL INCOME     After 1 year     $56               
 
                              After 3 years    $75               
 
                              After 5 years    $95               
 
                              After 10 years   $153              
 
The following information replaces similar information found in
"Expenses" on page 11.
If these agreements were not in effect, other expenses and total
operating expenses, as a percentage of average net assets, would have
been the following amounts:
 
<TABLE>
<CAPTION>
<S>                              <C>              <C>         <C>         <C>                        <C>         <C>        
 
                                 Other Expenses                           Total Operating Expenses                          
 
 
                                 Class A[A]       Class T     Class B     Class A[A]                 Class T     Class B    
 
 
Large Cap                         0.96%            1.34%       2.35%       1.81%                      2.44%       3.95%     
 
 
Strategic Income                  0.65%            (dagger)    (dagger)    1.39%                      (dagger)    (dagger)  
 
 
Mortgage                          2.25%            0.53%       1.08%       2.85%                      1.23%       2.43%     
 
Securities[A]                                                                                                               
 
 
Government                        0.72%            (dagger)    0.43%       1.32%                      (dagger)    1.78%     
 
Investment                                                                                                                  
 
 
Intermediate Bond                 0.48%            (dagger)    0.44%       1.08%                      (dagger)    1.79%     
 
 
Short Fixed-Income                0.50%            (dagger)    *           1.10%                      (dagger)    *         
 
 
High Income                       0.48%            (dagger)    (dagger)    1.03%                      (dagger)    (dagger)  
 
Municipal                                                                                                                   
 
 
Municipal Bond[A]                 2.80%            0.37%       0.52%       3.35%                      1.02%       1.82%     
 
 
Intermediate                      1.00%            0.39%       0.56%       1.55%                      1.04%       1.86%     
 
Municipal Income                                                                                                            
 
 
Short-Intermediate                1.29%            0.60%       *           1.84%                      1.15%       *         
 
Municipal Income                                                                                                            
 
 
California Municipal Income[A]    2.01%            0.38%       0.95%       2.50%[B]                   1.03%       2.25%     
 
 
New York Municipal Income         1.95%            1.97%       2.42%       2.50%                      2.62%       3.72%     
 
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS B SHARES.
[A] BASED ON ESTIMATED EXPENSES FOR THE FIRST YEAR. 
[B] LIMITED IN ACCORDANCE WITH A STATE LIMITATION. WITHOUT THIS
LIMITATION, TOTAL OPERATING EXPENSES WOULD BE 2.56% FOR CALIFORNIA
MUNICIPAL INCOME, CLASS A.
(dagger) TOTAL OPERATING EXPENSES WERE LESS THAN THE VOLUNTARY EXPENSE
CAPS IN EFFECT DURING THE FISCAL YEAR ENDED 1996.
For the funds listed below, the following information replaces similar
information relating to Class A load adjusted total return figures
found in "Performance" on pages 30-32. The total return figures in the
table below reflect the August 1, 1997 increases in the funds' maximum
Class A front-end sales charges. Unless revised in this prospectus
supplement, the footnotes to the total return tables found in
"Performance" on pages 35-36 remain unchanged.
EQUITY FUNDS    -     CLASS A                           
 
      Average Annual Total ReturnF   Cumulative Total ReturnF   
 
 
<TABLE>
<CAPTION>
<S>   <C>           <C>            <C>             <C>           <C>            <C>             
      Past 1 year   Past 5 years   10 Years/       Past 1 year   Past 5 years   10 Years/       
                                   Life of fund+                                Life of fund+   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>       <C>      <C>      <C>       <C>       <C>       
MID CAP - CLASS A (LOAD ADJ.) [A][C]                   n/a       n/a      n/a      n/a       n/a       10.27%    
 
EQUITY GROWTH - CLASS A (LOAD ADJ.) [A][C]             12.13%    17.36%   18.92%   12.13%    122.64%   465.44%   
 
GROWTH OPPORTUNITIES - CLASS A (LOAD ADJ.)[A][B]       10.78%    16.27%   19.84%   10.78%    112.51%   406.46%   
 
STRATEGIC OPPORTUNITIES - CLASS A (LOAD ADJ.) [A][D]   (4.30)%   10.78%   11.21%   (4.30)%   66.84%    189.43%   
 
LARGE CAP - CLASS A (LOAD ADJ.) [A][C]                 n/a       n/a      n/a      n/a       n/a       11.50%    
 
EQUITY INCOME - CLASS A (LOAD ADJ.) [A][C]             11.97%    17.59%   12.53%   11.97%    124.79%   225.67%   
 
BALANCED - CLASS A (LOAD ADJ.)[A][B]                   2.96%     7.35%    10.64%   2.96%     42.58%    170.12%   
 
</TABLE>
 
TAXABLE BOND FUNDS    -     CLASS A                           
 
      Average Annual Total ReturnF   Cumulative Total ReturnF   
 
 
<TABLE>
<CAPTION>
<S>   <C>           <C>            <C>             <C>           <C>            <C>             
      Past 1 year   Past 5 years   10 years/       Past 1 year   Past 5 years   10 years/       
                                   Life of fund+                                Life of fund+   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                  <C>       <C>      <C>      <C>       <C>      <C>       
HIGH YIELD - CLASS A (LOAD ADJ.)[A][B]               7.34%     13.24%   13.17%   7.34%     86.25%   237.33%   
 
STRATEGIC INCOME - CLASS A (LOAD ADJ.)[A][D]         7.45%     n/a      13.37%   7.45%     n/a      31.34%    
 
MORTGAGE SECURITIES - CLASS A                        1.65%     6.75%    7.78%    1.65%     38.64%   111.47%   
(LOAD ADJ.) [A][E]                                                                                            
 
GOVERNMENT INVESTMENT - CLASS A (LOAD ADJ.) [A][B]   (0.61)%   5.72%    6.52%    (0.61)%   32.08%   85.96%    
 
INTERMEDIATE BOND - CLASS A (LOAD ADJ.) [A][C]       0.93%     6.12%    7.26%    0.93%     34.60%   101.50%   
 
</TABLE>
 
MUNICIPAL FUNDS    -     CLASS A                           
 
      Average Annual Total ReturnF   Cumulative Total ReturnF   
 
 
 
 
<TABLE>
<CAPTION>
<S>                               <C>           <C>            <C>             <C>           <C>            <C>             
                                  Past 1 year   Past 5 years   10 years/       Past 1 year   Past 5 years   10 years/       
                                                              Life of fund+                                Life of fund+   
 
HIGH INCOME MUNICIPAL - CLASS A 
(LOAD ADJ.)[A][B]                 (0.53)%       5.89%          8.52%           (0.53)%       33.16%         111.11%         
 
MUNICIPAL BOND - CLASS A 
(LOAD ADJ.)[A] [D]                (1.05)%       5.69%          6.69%           (1.05)%       31.88%         91.13%          
 
INTERMEDIATE MUNICIPAL INCOME - 
CLASS A                           0.94%         5.21%          5.73%           0.94%         28.90%         74.57%          
(LOAD ADJ.)[A][C]                                                                                                      
 
</TABLE>
 
STATE MUNICIPAL FUNDS    -     CLASS A                           
 
      Average Annual Total ReturnF   Cumulative Total ReturnF   
 
 
 
 
<TABLE>
<CAPTION>
<S>                              <C>           <C>            <C>             <C>           <C>            <C>             
                                  Past 1 year   Past 5 years   10 years/       Past 1 year   Past 5 years   10 years/       
                                                           Life of fund+                                Life of fund+   
 
CALIFORNIA MUNICIPAL INCOME - 
CLASS A (LOAD ADJ.)[A][B]         n/a           n/a            n/a             n/a           n/a            (2.87)%         
 
NEW YORK MUNICIPAL INCOME - 
CLASS A (LOAD ADJ.)[A][B]         0.23%         n/a            4.23%           0.23%         n/a            5.09%           
 
</TABLE>
 
[A] LOAD ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING CLASS A'S
MAXIMUM FRONT-END SALES CHARGE OF 5.75% FOR THE EQUITY FUNDS; 4.75%
FOR THE BOND FUNDS; 3.75% FOR THE INTERMEDIATE-TERM BOND FUNDS; AND
1.50% FOR THE SHORT-TERM BOND FUNDS. LOAD ADJUSTED RETURNS INCLUDE THE
EFFECT OF PAYING CLASS T'S MAXIMUM FRONT-END SALES CHARGE OF 3.50% FOR
THE EQUITY FUNDS AND BOND FUNDS; 2.75% FOR THE INTERMEDIATE-TERM BOND
FUNDS; AND 1.50% FOR THE SHORT-TERM BOND FUNDS. CLASS B'S CDSC
INCLUDED IN THE TOTAL RETURN FIGURES ARE CALCULATED PURSUANT TO THE
CDSC SCHEDULES FOUND ON PAGE 62.
The following information replaces similar information found in
footnote F of the "Performance" section on page 36.
[F]  CLASS A OF MUNICIPAL BOND COMMENCED OPERATIONS ON MARCH 3, 1997.
RETURNS BETWEEN JULY 1, 1996 AND FEBRUARY 28, 1997 ARE THOSE OF CLASS
T AND REFLECT CLASS T'S 0.25% 12B-1 FEE. RETURNS PRIOR TO THAT DATE
ARE THOSE OF INITIAL CLASS, THE ORIGINAL CLASS OF THE FUND WHICH DOES
NOT BEAR A 12B-1 FEE. CLASS A'S RETURNS WOULD HAVE BEEN LOWER IF ITS
12B-1 FEE WAS REFLECTED IN RETURNS PRIOR TO JULY 1, 1996.
INITIAL OFFERING OF CLASS B SHARES OF EQUITY GROWTH TOOK PLACE ON
DECEMBER 31, 1996. CLASS B SHARES BEAR A 12B-1 FEE (INCLUDING A
SHAREHOLDER SERVICING FEE), WHICH IS NOT REFLECTED IN PRIOR RETURN
DATES. RETURNS BETWEEN SEPTEMBER 10, 1992 AND DECEMBER 31, 1996 ARE
THOSE OF CLASS T AND REFLECT CLASS T'S APPLICABLE 12B-1 FEE (0.65%
PRIOR TO JANUARY 1, 1996). RETURNS PRIOR TO SEPTEMBER 10, 1992 ARE
THOSE OF INSTITUTIONAL CLASS, THE ORIGINAL CLASS OF THE FUND, WHICH
DOES NOT BEAR A 12B-1 FEE. CLASS B RETURNS WOULD HAVE BEEN LOWER IF
ITS 12B-1 FEE (INCLUDING A SHAREHOLDER SERVICING FEE) HAD BEEN
REFLECTED IN PRIOR DATE RETURNS.
INITIAL OFFERING OF CLASS B SHARES OF BALANCED TOOK PLACE ON DECEMBER
31, 1996. CLASS B SHARES BEAR A 12B-1 FEE (INCLUDING A SHAREHOLDER
SERVICING FEE), WHICH IS NOT REFLECTED IN PRIOR RETURN DATES. RETURNS
BETWEEN JANUARY 6, 1987 AND DECEMBER 31, 1996 ARE THOSE OF CLASS T AND
REFLECT CLASS T'S APPLICABLE 12B-1 FEE (0.65% PRIOR TO JANUARY 1,
1996). CLASS B RETURNS WOULD HAVE BEEN LOWER IF ITS 12B-1 FEE
(INCLUDING A SHAREHOLDER SERVICING FEE) HAD BEEN REFLECTED IN PRIOR
DATE RETURNS.
The following information replaces similar information found in the
"Charter" section on page 38.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by
proxy. The transfer agent will mail proxy materials in advance,
including a voting card and information about the proposals to be
voted on. The number of votes you are entitled to is based upon the
dollar value of your investment.
The following information supplements the information found under the
heading "FMR and Its Affiliates" in the "Charter" section beginning on
page 38.
John Avery is associate manager of Advisor Balanced, which he has
managed since September 1997. He also manages another Fidelity fund.
Mr. Avery joined Fidelity as an analyst in 1995. Previously, he was an
analyst for Putnam Investments from 1993 to 1994. Mr. Avery received
his MBA from The Wharton School at the University of Pennsylvania in
1993.
Brian Hogan is manager of Advisor Strategic Income's emerging market
securities, which he has managed since September 1997. Since joining
Fidelity in 1994, Mr. Hogan has worked as a fixed-income analyst,
research analyst and manager. Previously, he worked as an analyst for
Conseco Capital Management from 1993 to 1994 and Aegon USA Investment
Management from 1990 to 1993.
The following information replaces similar information under the
heading "FMR and Its Affiliates" in the "Charter" section on page 39.
George Fischer is manager of Advisor Municipal Bond and Advisor High
Income Municipal, which he has managed since October 1995 and April
1997, respectively. He also manages several other Fidelity funds.
Since joining Fidelity in 1989, Mr. Fischer has worked as an analyst
and manager.
Curt Hollingsworth is Vice President and manager of Advisor Government
Investment and Advisor Strategic Income, both of which he has managed
since February 1997. Mr. Hollingsworth manages the domestic
investment-grade and U.S. government investments for Advisor
Government Investment. He also manages several other Fidelity funds.
Since joining Fidelity in 1983, Mr. Hollingsworth has worked as a
fixed income trader and portfolio manager. 
Effective October 1, 1997, the following information replaces similar
information found under the heading "FMR and Its Affiliates" in the
"Charter" section on page 39.
Kevin Grant is Vice President and manager of Advisor Intermediate Bond
and Advisor Balanced, which he has managed since October 1995 and
March 1996, respectively. Mr. Grant manages the fixed-income
investments for Advisor Balanced. He also manages several other
Fidelity funds. Prior to joining Fidelity in 1993, Mr. Grant was a
vice president and chief mortgage strategist at Morgan Stanley for
three years.
Thomas Silvia is manager of Advisor Mortgage Securities. He has been a
co-manager of the fund since February 1997. Mr. Silvia joined Fidelity
as a senior mortgage trader in 1993. Previously he was a quantitative
analyst with Donaldson, Lufkin & Jenrette in New York from 1990 to
1993.
The following information replaces similar information found under the
heading "FMR and Its Affiliates"in the "Charter" section on page 40.
As of May 31, 1997, approximately 44.14% and 28.67% of California
Municipal Income's and New York Municipal Income's total outstanding
shares, respectively, were held by an FMR affiliate. Therefore based
on his membership in this family group, Mr. Edward C. Johnson 3d may
be deemed to be a beneficial owner of these shares of California
Municipal Income and New York Municipal Income.
The following information replaces similar information found in
"Investment Principles and Risks" on page 43. 
HIGH INCOME MUNICIPAL FUND seeks high current income that is free from
federal income tax by investing primarily in investment-grade
municipal securities. The fund may also invest up to 35% of its assets
in below investment-grade securities. FMR normally invests so that at
least 80% of the fund's assets are invested in municipal securities
whose interest is free from federal income tax. In addition, FMR may
invest all of the fund's assets in municipal securities issued to
finance private activities. The interest from these securities is a
tax preference item for the purposes of the federal alternative
minimum tax.
Although the fund can invest in securities of any maturity, FMR seeks
to manage the fund so that it generally reacts to changes in interest
rates similarly to municipal bonds with maturities between eight and
18 years. As of October 31, 1996, the fund's dollar-weighted average
maturity was approximately 16.4 years.
The following information replaces similar information found under the
heading "Equity Securities" in the "Securities and Investment
Practices" section on page 44.
RESTRICTIONS: With respect to 75% of its total assets, each of
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, Equity Income,
Balanced, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, High Income Municipal,
Municipal Bond, and Intermediate Municipal Income may not purchase
more than 10% of the outstanding voting securities of a single issuer.
For TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, and Growth & Income, this
limitation does not apply to securities of other investment companies.
The following information replaces similar information found under the
heading "Debt Securities" in the "Securities and Investment Practices"
section on page 46.
High Income Municipal currently intends to limit its investments in
below investment-grade securities to less than 35% of its assets and
does not currently intend to invest more than 10% of its total assets
in bonds that are in default. A security is considered to be
investment-grade quality if it is rated investment-grade by Moody's
Investor Service, Standard and Poor's, Duff & Phelps Credit Rating
Co., or Fitch Investors Service L.P., or is unrated but judged by FMR
to be of equivalent quality.
The following information replaces similar information found under the
heading "Cash Management" in the "Securities and Investment Practices"
section beginning on page 47.
RESTRICTIONS: California Municipal Income and New York Municipal
Income do not currently intend to invest in a money market fund. High
Income Municipal, Municipal Bond, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and
New York Municipal Income do not currently intend to invest in
repurchase agreements.
The following information replaces similar information found under the
heading "Diversification" in the "Securities and Investment Practices"
section on page 48.
RESTRICTIONS: With respect to 75% of its total assets, each of
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, Equity Income,
Balanced, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, High Income Municipal,
Municipal Bond, and Intermediate Municipal Income may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any one issuer. This limitation does not apply to U.S.
Government securities or, for TechnoQuant Growth, Mid Cap, Equity
Growth, Growth Opportunities, Strategic Opportunities, Large Cap, and
Growth & Income, to securities of other investment companies.
The following information replaces similar information found in the
"Fundamental Investment Policies and Restrictions" section beginning
on page 48.
EQUITY GROWTH FUND seeks to achieve capital appreciation by investing
primarily in common and preferred stock and securities convertible
into the common stock of companies with above-average growth
characteristics.
With respect to 75% of its total assets, each of TechnoQuant Growth,
Mid Cap, Equity Growth, Growth Opportunities, Strategic Opportunities,
Large Cap, Growth & Income, Equity Income, Balanced, High Yield,
Mortgage Securities, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Municipal Bond, and Intermediate
Municipal Income may not purchase a security if, as a result, more
than 5% would be invested in the securities of any one issuer. This
limitation does not apply to U.S. Government securities or, for
TechnoQuant Growth, Mid Cap, Equity Growth, Growth
Opportunities,Strategic Opportunities, Large Cap, and Growth & Income,
to securities of other investment companies.
With respect to 75% of its total assets, each of TechnoQuant Growth,
Mid Cap, Equity Growth, Growth Opportunities, Strategic Opportunities,
Large Cap, Growth & Income, Equity Income, Balanced, High Yield,
Mortgage Securities, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Municipal Bond, and Intermediate
Municipal Income may not purchase more than 10% of the outstanding
voting securities of a single issuer. This limitation does not apply
to U.S. Government securities or, for TechnoQuant Growth, Mid Cap,
Equity Growth, Growth Opportunities,Strategic Opportunities, Large
Cap, and Growth & Income, to securities of other investment companies.
The following information replaces similar information under the
heading "Management Fee" in the "Breakdown of Expenses" section on
page 50.
Investment performance for Growth Opportunities and Strategic
Opportunities will be represented by the average performance of all
classes of the fund, weighted according to their average assets for
each month. 
The following information replaces similar information regarding
Equity Growth under the heading "Management Fee" in the "Breakdown of
Expenses" section on page 50.
                  Group     Individual   Total Management    
                 Fee Rate    Fund Fee    Fee                 
                             Rate                            
 
Equity Growth     0.30%      0.30%        0.61%              
 
The following footnotes replace similar footnotes found under the
heading "Management Fee" in the "Breakdown of Expenses" section on
page 50.
[A] ESTIMATED
[C] THE BASIC FEE RATE FOR THE FISCAL YEAR ENDED 1996 WAS 0.61% FOR
GROWTH OPPORTUNITIES AND 0.61% FOR STRATEGIC OPPORTUNITIES.
[D] EFFECTIVE AUGUST 1, 1996, FMR VOLUNTARILY AGREED TO REDUCE THE
FUND'S INDIVIDUAL FUND FEE RATE FROM 0.20% TO 0.15%. IF THIS REDUCTION
WAS NOT IN EFFECT, THE TOTAL FEE WOULD HAVE BEEN 0.55%.
The following information replaces similar information found in "How
to Buy Shares" on page 54.
Once each business day, two share prices are calculated for Class A
and Class T shares of each fund: the offering price and the NAV. If
you pay a front-end sales charge or qualify for a reduction as
described on page 61, your Class A or Class T share price will be the
offering price. If you qualify for a front-end sales charge waiver as
described on page 64, your Class A or Class T share price will be the
NAV. When you buy Class A or Class T shares at the offering price, the
transfer agent deducts the appropriate sales charge and invests the
rest in Class A or Class T shares of the fund. Class B's NAV is also
calculated every business day. Class B shares of each fund are sold
without a front-end sales charge and may be subject to a CDSC upon
redemption. For information on how the CDSC is calculated, see
"Transaction Details," page 60.
PURCHASE AMOUNTS OF MORE THAN $250,000 WILL NOT BE ACCEPTED FOR CLASS
B SHARES.
The following information replaces similar information found in
"Investor Services" on page 58.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM lets you set up
periodic redemptions from your Class A, Class T, or Class B account.
Accounts with a value of $10,000 or more in Class A, Class T or Class
B shares are eligible for this program. 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. 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.
The following information replaces similar information found in
"Transaction Details" on page 61.
THE OFFERING PRICE (price to buy one share) of Class A and Class T of
each fund is its NAV, divided by the difference between one and the
applicable sales charge percentage. Class A has a maximum sales charge
of 5.75% of the offering price for the Equity Funds; 4.75% of the
offering price for the Bond Funds; 3.75% of the offering price for the
Intermediate-Term Bond Funds; and 1.50% of the offering price for the
Short-Term Bond Funds. Class T has a maximum sales charge of 3.50% of
the offering price for the Equity Funds and the Bond Funds; 2.75% of
the offering price for the Intermediate-Term Bond Funds; and 1.50% of
the offering price for the Short-Term Bond Funds. The offering price
of Class B of each fund is its NAV. A class's REDEMPTION PRICE (price
to sell one share) is its NAV minus any applicable CDSC.
SALES CHARGES AND INVESTMENT PROFESSIONAL
CONCESSIONS - CLASS A
<TABLE>
<CAPTION>
<S>                        <C>                               <C>
EQUITY FUNDS:              Sales Charge                      Investment          
                                                             Professional        
                                                             Concession as %     
                                                             of Offering Price   
 
                           As a % of        As an                                
                           Offering Price   approximate %                        
                                            of Net Amount                        
                                            Invested                             
 
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 - $24,999,999    1.00%            1.01%           0.75%               
 
$25,000,000 or more        None*            None*            *                   
 
BOND FUNDS:                Sales Charge                      Investment          
                                                             Professional        
                                                             Concession as %     
                                                             of Offering Price   
 
                           As a % of        As an                                
                           Offering Price   approximate %                        
                                            of Net Amount                        
                                            Invested                             
 
Up to $49,999               4.75%            4.99%            4.25%              
 
$50,000 to $99,999          4.50%            4.71%            4.00%              
 
$100,000 to $249,999        3.50%            3.63%            3.00%              
 
$250,000 to $499,999        2.50%            2.56%            2.25%              
 
$500,000 to $999,999        2.00%            2.04%            1.75%              
 
$1,000,000 - $24,999,999    0.50%            0.50%            0.50%              
 
$25,000,000 or more        None*            None*            *                   
 
</TABLE> 
<TABLE>
<CAPTION>
<S>                             <C>              <C>              <C>                 
INTERMEDIATE-TERM BOND FUNDS:   Sales Charge                      Investment          
                                                                  Professional        
                                                                  Concession as %     
                                                                  of Offering Price   
 
                                As a % of        As an                                
                                Offering Price   approximate %                        
                                                 of Net Amount                        
                                                 Invested                             
 
Up to $49,999                    3.75%            3.91%            3.00%              
 
$50,000 to $99,999               3.00%            3.10%            2.25%              
 
$100,000 to $249,999             2.25%            2.30%            1.75%              
 
$250,000 to $499,999             1.75%            1.78%            1.50%              
 
$500,000 to $999,999             1.50%            1.52%            1.25%              
 
$1,000,000 - $24,999,999         0.50%            0.50%            0.50%              
 
$25,000,000 or more             None*            None*            *                   
 

 
SHORT-TERM BOND FUNDS:     Sales Charge                      Investment          
                                                             Professional        
                                                             Concession as %     
                                                             of Offering Price   
 
                           As a % of        As an                                
                           Offering Price   approximate %                        
                                            of Net Amount                        
                                            Invested                             
 
Up to $499,999              1.50%            1.52%            1.25%              
 
$500,000 to $999,999        1.00%            1.01%            0.75%              
 
$1,000,000 - $24,999,999   None             None             None                
 
$25,000,000 or more        None*            None*            *                   
</TABLE> 
* SEE SECTION ENTITLED FINDER'S FEE.
The following information replaces similar information found in
"Transaction Details" on page 62.
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 amount
purchased. 
Any assets on which a finder's fee has been paid will bear a CDSC
(Class A or Class T CDSC) if they do not remain in Class A or Class T
shares of the Fidelity Advisor funds, Daily Money Class (formerly
Initial Class) shares of Treasury Fund (formerly Daily Money Fund:
U.S. Treasury Portfolio), Prime Fund (formerly Daily Money Fund: Money
Market Portfolio), or Tax-Exempt Fund (formerly Daily Tax-Exempt Money
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 shares at
the initial date of purchase or the value of the shares at redemption,
not including any reinvested dividends or capital gains. Class A or
Class T CDSC shares representing reinvested dividends and capital
gains, if any, will be redeemed first, followed by other Class A or
Class T CDSC shares that have been held for the longest period of
time.
Shares held by an insurance company separate account will be
aggregated at the client (e.g., the contract holder or plan sponsor)
level, not at the separate account level. Upon request, anyone
claiming eligibility for the 0.25% fee with respect to shares held by
an insurance company separate account must provide FDC access to
records detailing purchases at the client level.
With respect to employee benefit plans, the Class A or Class T CDSC
does not apply to the following types of redemptions: (i) plan loans
or distributions or (ii) exchanges to non-Advisor fund investment
options. With respect to Individual Retirement Accounts, the Class A
or Class T CDSC does not apply to redemptions made for disability,
payment of death benefits, or required partial distributions starting
at age 70. Your investment professional should advise the transfer
agent at the time your redemption order is placed if you qualify for a
waiver of the Class A or Class T CDSC.
The following information replaces similar information found in
"Transaction Details" on page 63.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A,
Class T, or Class B shares of a fund, you may reinvest an amount equal
to all or a portion of the redemption proceeds in the same class of
the fund or any of the other Fidelity Advisor funds, at the NAV next
determined after receipt and acceptance of your investment order,
provided that such reinvestment is made within 90 days of redemption.
Under these circumstances, the dollar amount of the CDSC, if any, you
paid on Class T or Class B shares will be reimbursed to you by
reinvesting that amount in Class T shares or Class B shares, as
applicable. The dollar amount of the CDSC, if any, you paid on Class A
shares will likewise be reimbursed to you by reinvesting that amount
in Class A shares. You must reinstate your shares into an account with
the same registration. This privilege may be exercised only once by a
shareholder with respect to a fund and certain restrictions may apply.
For purposes of the CDSC holding period schedule, the holding period
of your Class T or Class B shares will continue as if the shares had
not been redeemed. For purposes of the CDSC holding period schedule,
the holding period of your Class A shares will also continue as if the
shares had not been redeemed.
The following information replaces similar information found in
"Exchange Restrictions" on page 64.
(small solid bullet) Any exchanges of Class A, Class T, or Class B
shares are not subject to a CDSC.
The following information supplements information found in "Sales
Charge Reductions and Waivers" on page 65.
A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS A
SHARES:
1. Purchased for an insurance company separate account used to fund
annuity contracts for employee benefit plans which, in the aggregate,
have more than 200 eligible employees or a minimum of $1 million in
plan assets invested in Fidelity Advisor funds; 
2. Purchased by a trust institution or bank trust department
(excluding employee benefit plan assets) that has executed a
participation agreement with FDC specifying certain asset minimums and
qualifications, and marketing restrictions. Assets managed by third
parties do not qualify for this waiver;
3. Purchased for use in a broker-dealer managed account program,
provided the broker-dealer has executed a participation agreement with
FDC specifying certain asset minimums and qualifications, and
marketing, program and trading restrictions. Employee benefit plan
assets do not qualify for this waiver; 
4. Purchased on a discretionary basis by a registered investment
advisor which is not part of an organization primarily engaged in the
brokerage business, that has executed a participation agreement with
FDC specifying certain asset minimums and qualifications, and
marketing, program and trading restrictions. Employee benefit plan
assets do not qualify for this waiver; or
5. Purchased as part of an employee benefit plan having $25 million or
more in plan assets.
For the purpose of load waiver (3) certain broker dealers that
otherwise meet the qualifications and asset minimums established by
FDC are not required to sign a participation agreement.
The following information replaces similar information found in "Sales
Charge Reductions and Waivers" on page 66.
If you are investing through    an insurance company separate account,
if you are investing through a trust department, if you are investing
through     an account managed by a broker-dealer,    or     if you
have authorized an investment adviser to make investment decisions for
you, you may qualify to purchase Class T shares without a sales charge
(as described in    (6),     (9), (10) and (13), above), Class A
shares without a sales charge (as described in    (1),     (2), (3)
and (4) above), or Institutional Class shares. Because Institutional
Class shares have no sales charge, and do not pay a distribution fee
or a shareholder service fee, Institutional Class shares are expected
to have a higher total return than Class A, Class T, or Class B
shares. Contact your investment professional to discuss if you
qualify.
THE CDSC ON CLASS B SHARES MAY BE WAIVED:
1. In cases of disability or death, provided that Class B shares are
redeemed within one year following the death or the initial
determination of disability;
2. In connection with a total or partial redemption related to certain
distributions from retirement plans or accounts at age 70, which are
permitted without penalty pursuant to the Internal Revenue Code; or
3. In connection with redemptions through the Fidelity Advisor
Systematic Withdrawal Program.
 
SUPPLEMENT TO THE FIDELITY ADVISOR FUNDS
INSTITUTIONAL CLASS FEBRUARY 28,1997 PROSPECTUS
The following information replaces similar information on the cover
page.
High Yield and Strategic Income may each invest without limitation in
lower-quality debt securities, sometimes called "junk bonds."
Investors should consider that these securities carry greater risks,
such as the risk of default, than other debt securities. Refer to
"Investment Principles and Risks" on page 23 for further information.
The following information replaces similar information found in "Who
May Want to Invest" on page 3.
Institutional Class shares are offered to accounts managed (i) by a
bank trust department and other trust institutions, (ii) by a
broker-dealer and (iii) by a registered investment advisor (RIA) on a
discretionary basis (collectively, eligible intermediaries).
   Institutional Class shares are also offered to insurance company
separate accounts used to fund annuity contracts for employee benefit
plans which, in the aggregate, have more than 200 eligible employees
or a minimum of $1 million in plan assets invested in Fidelity Advisor
funds.    
The following information replaces similar information found in "Who
May Want to Invest" on page 3.
High Income Municipal, Municipal Bond, Intermediate Municipal Income,
and Short-Intermediate Municipal Income are designed for investors in
higher tax brackets who seek high current income that is free from
federal income tax. Municipal Bond, Intermediate Municipal Income, and
Short-Intermediate Municipal Income also invest consistent with
consideration of capital preservation. High Income Municipal may
invest in lower-quality municipal securities which invoke greater
risks than the investment-grade securities.
The following information replaces similar information found in "Who
May Want to Invest" on page 4.
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Class A and Class T shares have a front-end sales charge and pay a
distribution fee. Class A and Class T shares may be subject to a
contingent deferred sales charge (CDSC). Class B shares do not have a
front-end sales charge, but do have a CDSC, and pay a distribution fee
and a shareholder service fee. Because Institutional Class shares have
no sales charge and do not pay a distribution fee or a shareholder
service fee, Institutional Class shares are expected to have a higher
total return than Class A, Class T or Class B shares.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following information replaces similar information regarding
Equity Growth found in "Expenses" on page 5.
EQUITY GROWTH   Management fee                  0.61%   After 1 year     $ 8    
 
                12b-1 fee (Distribution fee)   None     After 3 years    $ 25   
 
                Other expenses                  0.18%   After 5 years    $ 44   
 
                Total operating expenses        0.79%   After 10 years   $ 98   
 
The following footnotes replace similar footnotes found in "Expenses"
on page 5.
[A] BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
[C] EFFECTIVE AUGUST 1, 1996, FMR VOLUNTARILY AGREED TO IMPLEMENT A
MANAGEMENT FEE REDUCTION. THE INDIVIDUAL FUND FEE RATE WAS REDUCED
FROM 0.20% TO 0.15%. IF THIS AGREEMENT WAS NOT IN EFFECT, THE
MANAGEMENT FEE WOULD BE 0.50% AND TOTAL OPERATING EXPENSES WOULD BE
1.06%.
The following information replaces similar information found in the
"Charter" section on page 21.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by
proxy. The transfer agent will mail proxy materials in advance,
including a voting card and information about the proposals to be
voted on. The number of votes you are entitled to is based upon the
dollar value of your investment.
The following information supplements the information found under the
heading "FMR and Its Affiliates" in the "Charter" section beginning on
page 21.
John Avery is associate manager of Advisor Balanced, which he has
managed since September 1997. He also manages another Fidelity fund.
Mr. Avery joined Fidelity as an analyst in 1995. Previously, he was an
analyst for Putnam Investments from 1993 to 1994. Mr. Avery received
his MBA from The Wharton School at the University of Pennsylvania in
1993.
Brian Hogan is manager of Advisor Strategic Income's emerging market
securities, which he has managed since September 1997. Since joining
Fidelity in 1994, Mr. Hogan has worked as a fixed-income analyst,
research analyst and manager. Previously, he worked as an analyst for
Conseco Capital Management from 1993 to 1994 and Aegon USA Investment
Management from 1990 to 1993.
The following information replaces similar information under the
heading "FMR and Its Affiliates" in the "Charter" section on page 22.
George Fischer is manager of Advisor Municipal Bond and Advisor High
Income Municipal, which he has managed since October 1995 and April
1997, respectively. He also manages several other Fidelity funds.
Since joining Fidelity in 1989, Mr. Fischer has worked as an analyst
and manager.
Curt Hollingsworth is Vice President and manager of Advisor Government
Investment and Advisor Strategic Income, both of which he has managed
since February 1997. Mr. Hollingsworth manages the domestic
investment-grade and U.S. government investments for Advisor
Government Investment. He also manages several other Fidelity funds.
Since joining Fidelity in 1983, Mr. Hollingsworth has worked as a
fixed income trader and portfolio manager. 
Effective October 1, 1997, the following information replaces similar
information found under the heading "FMR and Its Affiliates" in the
"Charter" section on page 22.
Kevin Grant is Vice President and manager of Advisor Intermediate Bond
and Advisor Balanced, which he has managed since October 1995 and
March 1996, respectively. Mr. Grant manages the fixed-income
investments for Advisor Balanced. He also manages several other
Fidelity funds. Prior to joining Fidelity in 1993, Mr. Grant was a
vice president and chief mortgage strategist at Morgan Stanley for
three years.
Thomas Silvia is manager of Advisor Mortgage Securities. He has been a
co-manager of the fund since February 1997. Mr. Silvia joined Fidelity
as a senior mortgage trader in 1993. Previously he was a quantitative
analyst with Donaldson, Lufkin & Jenrette in New York from 1990 to
1993.
The following information supplements the information found under the
heading "FMR and Its Affiliates" in the "Charter" section on page 23.
As of May 31, 1997, approximately 44.14% and 28.67% of California
Municipal Income's and New York Municipal Income's total outstanding
shares, respectively, were held by an FMR affiliate. Therefore based
on his membership in this family group, Mr. Edward C. Johnson 3d may
be deemed to be a beneficial owner of these shares of California
Municipal Income and New York Municipal Income.
The following information replaces similar information found in
"Investment Principles and Risks" on page 26. 
HIGH INCOME MUNICIPAL FUND seeks high current income that is free from
federal income tax by investing primarily in investment-grade
municipal securities. The fund may also invest up to 35% of its assets
in below investment-grade securities. FMR normally invests so that at
least 80% of the fund's assets are invested in municipal securities
whose interest is free from federal income tax. In addition, FMR may
invest all of the fund's assets in municipal securities issued to
finance private activities. The interest from these securities is a
tax preference item for the purposes of the federal alternative
minimum tax.
Although the fund can invest in securities of any maturity, FMR seeks
to manage the fund so that it generally reacts to changes in interest
rates similarly to municipal bonds with maturities between eight and
18 years. As of October 31, 1996, the fund's dollar-weighted average
maturity was approximately 16.4 years.
The following information replaces similar information found under the
heading "Equity Securities" in the "Securities and Investment
Practices" section on page 27.
RESTRICTIONS: With respect to 75% of its total assets, each of
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, Equity Income,
Balanced, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, High Income Municipal,
Municipal Bond, and Intermediate Municipal Income may not purchase
more than 10% of the outstanding voting securities of a single issuer.
For TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, and Growth & Income, this
limitation does not apply to securities of other investment companies.
The following information replaces similar information found under the
heading "Debt Securities" in the "Securities and Investment Practices"
section on page 29.
High Income Municipal currently intends to limit its investments in
below investment-grade securities to less than 35% of its assets and
does not currently intend to invest more than 10% of its total assets
in bonds that are in default. A security is considered to be
investment-grade if it is rated investment-grade by Moody's Investor
Service, Standard and Poor's, Duff & Phelps Credit Rating Co., or
Fitch Investors Service, L.P., or is unrated but judged by FMR to be
of equivalent quality.
The following information replaces similar information found under the
heading "Cash Management" in the "Securities and Investment Practices"
section on page 30.
RESTRICTIONS: California Municipal Income and New York Municipal
Income do not currently intend to invest in a money market fund. High
Income Municipal, Municipal Bond, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and
New York Municipal Income do not currently intend to invest in
repurchase agreements. 
The following information replaces similar information found under the
heading "Diversification" in the "Securities and Investment Practices"
section on page 31.
With respect to 75% of its total assets, each of TechnoQuant Growth,
Mid Cap, Equity Growth, Growth Opportunities, Strategic Opportunities,
Large Cap, Growth & Income, Equity Income, Balanced, High Yield,
Mortgage Securities, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Municipal Bond, and Intermediate
Municipal Income may not purchase a security if, as a result, more
than 5% would be invested in the securities of any one issuer. This
limitation does not apply to U.S. Government securities or, for
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, and Growth & Income, to securities
of other investment companies.
The following information replaces similar information found in the
"Fundamental Investment Policies and Restrictions" section beginning
on page 31.
EQUITY GROWTH FUND seeks to achieve capital appreciation by investing
primarily in common and preferred stock and securities convertible
into the common stock of companies with above-average growth
characteristics.
With respect to 75% of its total assets, each of TechnoQuant Growth,
Mid Cap, Equity Growth, Growth Opportunities, Strategic Opportunities,
Large Cap, Growth & Income, Equity Income, Balanced, High Yield,
Mortgage Securities, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Municipal Bond, and Intermediate
Municipal Income may not purchase a security if, as a result, more
than 5% would be invested in the securities of any one issuer. This
limitation does not apply to U.S. Government securities or, for
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, and Growth & Income, to securities
of other investment companies.
With respect to 75% of its total assets, each of TechnoQuant Growth,
Mid Cap, Equity Growth, Growth Opportunities, Strategic Opportunities,
Large Cap, Growth & Income, Equity Income, Balanced, High Yield,
Mortgage Securities, Government Investment, Intermediate Bond, Short
Fixed-Income, High Income Municipal, Municipal Bond, and Intermediate
Municipal Income may not purchase more than 10% of the outstanding
voting securities of a single issuer. These limitations do not apply
to U.S. Government securities or, for TechnoQuant Growth, Mid Cap,
Equity Growth, Growth Opportunities, Strategic Opportunities, Large
Cap, and Growth & Income, to securities of other investment companies.
The following information replaces similar information found under the
heading "Management Fee" in the "Breakdown of Expenses" section on
page 33.
Investment performance for Growth Opportunities and Strategic
Opportunities will be represented by the average performance of all
classes of the fund, weighted according to their average assets for
each month. 
The following information replaces similar information regarding
Equity Growth found under the heading "Management Fee" in the
"Breakdown of Expenses" section on page 33.
       Group     Individual   Total Management    
      Fee Rate    Fund Fee    Fee                 
                  Rate                            
 
Equity Growth    0.30%    0.30%     0.61%   
 
The following footnotes replace similar footnotes found under the
heading "Management Fee" in the "Breakdown of Expenses" section on
page 33.
[A] ESTIMATED
[C] THE BASIC FEE RATE FOR THE FISCAL YEAR ENDED 1996 WAS 0.61% FOR
GROWTH OPPORTUNITIES AND 0.61% FOR STRATEGIC OPPORTUNITIES.
[D] EFFECTIVE AUGUST 1, 1996, FMR VOLUNTARILY AGREED TO REDUCE THE
FUND'S INDIVIDUAL FUND FEE RATE FROM 0.20% TO 0.15%. IF THIS REDUCTION
WAS NOT IN EFFECT, THE TOTAL FEE WOULD HAVE BEEN 0.55%.
The following information supplements the information found in
"Exchange Restrictions" on page 43.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
fees of up to 1.00% on purchases, administrative fees of up to $7.50,
and redemption fees of up to 1.50% on exchanges. Check each fund's
prospectus for details.
 
SUPPLEMENT TO THE FIDELITY ADVISOR FUNDS:
CLASS A, CLASS T, CLASS B, INSTITUTIONAL CLASS, AND INITIAL CLASS
FEBRUARY 28, 1997
STATEMENT OF ADDITIONAL INFORMATION
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN
"INVESTMENT POLICIES AND LIMITATIONS" BEGINNING ON PAGE 4.
       OVERSEAS 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 LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.       
   (i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.    
   (ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)). The fund will not purchase any security while
borrowings representing more than 5% of its total assets are
outstanding. The fund will not borrow from other funds advised by FMR
or its affiliates if total outstanding borrowings immediately after
such borrowing would exceed 15% of the fund's total assets.    
   (iv) The fund does not currently intend to purchase any security
if, as a result, more than 15% 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 5% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements).    
   (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 the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 30.
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 as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)). The fund will not purchase any security while
borrowings representing more than 5% of its total assets are
outstanding. The fund will not borrow from other funds advised by FMR
or its affiliates if total outstanding borrowings immediately after
such borrowing would exceed 15% of the fund's total assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(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 the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 30.
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) 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;
(3) 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);
(4) 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;
(5) 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);
(6) 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
(7) 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.
(8) 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 (2)). The fund will not purchase any security while
borrowings representing more than 5% of its total assets are
outstanding. The fund will not borrow from other funds advised by FMR
or its affiliates if total outstanding borrowings immediately after
such borrowing would exceed 15% of the fund's total assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(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 the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 30.
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 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 with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)). The fund will not purchase any security while
borrowings representing more than 5% of its total assets are
outstanding. The fund will not borrow from other funds advised by FMR
or its affiliates if total outstanding borrowings immediately after
such borrowing would exceed 15% of the fund's total assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(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 the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 30.
STRATEGIC 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 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 of other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)). The fund will not purchase any security while
borrowings representing more than 5% of its total assets are
outstanding. The fund will not borrow from other funds advised by FMR
or its affiliates if total outstanding borrowings immediately after
such borrowing would exceed 15% of the fund's total assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(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 the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 30.
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 as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)). The fund will not purchase any security while
borrowings representing more than 5% of its total assets are
outstanding. The fund will not borrow from other funds advised by FMR
or its affiliates if total outstanding borrowings immediately after
such borrowing would exceed 15% of the fund's total assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(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 the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 30.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION IN "INVESTMENT
POLICIES AND LIMITATIONS" BEGINNING ON PAGES 35.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is
unrelated to the coupon rate or maturity of the purchased security. To
protect a fund from the risk that the original seller will not fulfill
its obligation, the securities are held in an account of the fund at a
bank, marked-to-market daily, and maintained at a value at least equal
to the sale price plus the accrued incremental amount. While it does
not presently appear possible to eliminate all risks from these
transactions (particularly the possibility that the value of the
underlying security will be less than the resale price, as well as
delays and costs to the fund in connection with bankruptcy
proceedings), it is each fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
THE FOLLOWING INFORMATION HAS BEEN REMOVED FROM "INVESTMENT POLICIES
AND LIMITATIONS" ON PAGE 38.
FUNDAMENTAL POLICIES: It is the policy of Equity Growth to engage in
repurchase agreement transactions only with banks of the Federal
Reserve System and primary dealers in U.S. Government securities.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION IN
"PERFORMANCE" BEGINNING ON PAGE 68.
The following tables and charts show performance for each class of
shares of each fund. Class A shares have a maximum front-end sales
charge of 5.25% for TechnoQuant Growth, Overseas, Mid Cap, Equity
Growth, Growth Opportunities, Strategic Opportunities, Large Cap,
Growth & Income, Equity Income, and Balanced (the Equity Funds); 4.25%
for Emerging Markets Income, High Yield, Strategic Income, Mortgage
Securities, Government Investment, High Income Municipal, Municipal
Bond, New York Municipal Income, and California Municipal Income (the
Bond Funds); 3.25% for Intermediate Bond and Intermediate Municipal
Income (the Intermediate-Term Bond Funds); and 1.50% for Short
Fixed-Income and Short-Intermediate Municipal Income (the Short-Term
Bond Funds). EFFECTIVE AUGUST 1, 1997, the Equity Funds', Bond Funds',
and the Intermediate-Term Bond Funds' Class A shares maximum front-end
sales charges increase as follows: 5.75% for the Equity Funds; 4.75%
for the Bond Funds; and 3.75% for the Intermediate-Term Bond Funds. As
the case may be, the performance numbers herein reflect the Class A
shares maximum front-end sales charges as in effect through July 31,
1997. Class A shares are also subject to a 12b-1 fee of 0.25% (Equity
Funds), and 0.15% (Bond Funds, Intermediate-Term Bond Funds, and
Short-Term Bond Funds). Class T shares have a maximum front-end sales
charge of 3.50% for the Equity Funds, 3.50% for the Bond Funds, 2.75%
for the Intermediate-Term Bond Funds, and 1.50% for the Short-Term
Bond Funds. Class T shares are also subject to a 12b-1 fee of 0.50%
(the Equity Funds), 0.25% (the Bond Funds and the Intermediate-Term
Bond Funds), and 0.15% (the Short-Term Bond Funds). Class B shares
have contingent deferred sales charges (CDSC) upon redemption: maximum
CDSC is 5.00% for all funds that offer Class B except the
Intermediate-Term Bond Funds, which have a maximum CDSC of 3.00%.
Class B shares are also subject to a 12b-1 fee of 0.75% (the Equity
Funds) or 0.65% (the Bonds Funds and the Intermediate-Term Bond
Funds), as well as a 0.25% shareholder services fee. Institutional
Class shares do not have a sales charge or a 12b-1 fee. Initial Class
shares of Strategic Opportunities have a front-end sales charge of
3.50% and no 12b-1 fee. Initial Class shares of Mortgage Securities
and Municipal Bond do not have a sales charge or a 12b-1 fee.
THE FOLLOWING INFORMATION SUPPLEMENTS INFORMATION FOUND IN "ADDITIONAL
PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" ON PAGE 119.
CLASS A SHARES ONLY
Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Class A's maximum 5.75% (Equity Funds); 4.75% (Bond Funds);
3.75% (Intermediate Bond Funds); or 1.50% (Short Bond Funds) front-end
sales charge in connection with a fund's merger with or acquisition of
any investment company or trust. In addition, FDC has chosen to waive
Class A's front-end sales charge in certain instances because of
efficiencies involved in those sales of shares. The sales charge will
not apply:
1. to shares purchased by an insurance company separate account used
to fund annuity contracts purchased by employee benefit plans
(including 403(b) programs, but otherwise as defined in ERISA), which,
in the aggregate, have either more than 200 eligible employees or a
minimum of $1,000,000 in assets invested in Fidelity Advisor funds;
2. to shares purchased by a trust institution or bank trust department
(excluding employee benefit plan assets) that has executed a
participation agreement with FDC specifying certain asset minimums and
qualifications, and marketing restrictions. Assets managed by third
parties do not qualify for this waiver;
3. to shares purchased for use in a broker-dealer managed account
program, provided the broker-dealer has executed a participation
agreement with FDC specifying certain asset minimums and
qualifications, and marketing, program and trading restrictions.
Employee benefit plan assets do not qualify for this waiver; or
4. to shares purchased on a discretionary basis by a registered
investment adviser which is not part of an organization primarily
engaged in the brokerage business, that has executed a participation
agreement with FDC specifying certain asset minimums and
qualifications, and marketing, program and trading restrictions.
Employee benefit plan assets do not qualify for this waiver.
5. To shares purchased by an employee benefit plan having $25 million
or more in plan assets.
For the purpose of load waiver (3), certain broker-dealers that
otherwise meet the qualifications and asset minimums established by
FDC are not required to sign a participation agreement.
A sales load waiver form must accompany these transactions.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN
"ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" ON PAGE
120.
FINDERS 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 of 0.25%. 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) past $25 million; a load waived trade that brings the
value of the accumulated account(s) of an investor (including an
employee benefit plan) past $1 million; a trade for an investor with
an accumulated account value of $25 million or more; a load waived
trade for an investor with an accumulated account value of $1 million
or more; an incremental trade toward an investor's $25 million "Letter
of Intent"; and an incremental load waived trade toward an investor's
$1 million "Letter of Intent." Class T eligible purchases are the
following purchases made through broker-dealers and banks: an
individual trade of $1 million or more; a trade which brings the value
of the accumulated account(s) of an investor (including an employee
benefit plan) past $1 million; a trade for an investor with an
accumulated account value of $1 million or more; and an incremental
trade toward an investor's $1 million "Letter of Intent." 
Any assets in relation to which an investment professional has
received such compensation will bear a contingent deferred sales
charge (Class A or Class T CDSC) if they do not remain in Class A or
Class T shares of the Fidelity Advisor Funds, Daily Money Class
(formerly Initial Class) shares of Treasury Fund (formerly Daily Money
Fund: U.S. Treasury Portfolio), Prime Fund (formerly Daily Money Fund:
Money Market Portfolio), or shares of Tax-Exempt Fund (formerly Daily
Tax-Exempt Money 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 shares at the initial date of purchase or the value of the
shares at redemption, not including any reinvested dividends or
capital gains. Class A or Class T CDSC shares representing reinvested
dividends or capital gains, if any, will be redeemed first, followed
by other Class A or Class T CDSC shares that have been held for the
longest period of time.
With respect to employee benefit plans, the Class A or Class T CDSC
does not apply to the following types of redemptions: (i) plan loans
or distributions or (ii) exchanges to non-Advisor fund investment
options. With respect to Individual Retirement Accounts, the Class A
or Class T CDSC does not apply to redemptions made for disability,
payment of death benefits, or required partial distributions starting
at age 70 1/2.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN
"ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" ON PAGE
121.
CLASS B SHARES ONLY
The contingent deferred sales charge (CDSC) on Class B shares may be
waived (1) in the case of disability or death, provided that Class B
shares are redeemed within one year following the death or the initial
determination of disability; (2) in connection with a total or partial
redemption related to certain distributions from retirement plans or
accounts at age 70 1/2, which are permitted without penalty pursuant
to the Internal Revenue Code; or (3) in connection with redemptions
through the Fidelity Advisor Systematic Withdrawal Program.
A sales load waiver form must accompany these transactions.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN
"ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" ON PAGE
122.
CLASS A, CLASS T, CLASS B, AND INSTITUTIONAL CLASS SHARES ONLY
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM. If you own Class A,
Class T, or Institutional Class shares worth $10,000 or more, you can
have monthly, quarterly or semi-annual checks sent from your account
to you, to a person named by you, or to your bank checking account. If
you own Class B shares worth $10,000 or more, you can have monthly or
quarterly checks sent from your account to you, to a person named by
you, or to your bank checking account. Aggregate redemptions per 12
month period from your Class B account may not exceed 10% of the value
of the account 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. Your Systematic Withdrawal Program payments are
drawn from Class A, Class T, Class B, or Institutional Class share
redemptions, as applicable. If Systematic Withdrawal Plan redemptions
exceed income dividends earned on your shares, your account eventually
may be exhausted.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN
"DISTRIBUTIONS AND TAXES" ON PAGE 123.
Each municipal fund purchases securities whose interest FMR believes
is free from federal income tax. Generally, issuers or other parties
have entered into covenants requiring continuing compliance with
federal tax requirements to preserve the tax-free status of interest
payments over the life of the security. If at any time the covenants
are not complied with, or if the IRS otherwise determines that the
issuer did not comply with relevant tax requirements, interest
payments from a security could become federally taxable retroactive to
the date the security was issued. For certain types of structured
securities, the tax status of the pass-through of tax-free income may
also be based on the federal and state tax treatment of the structure.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN
"TRUSTEES AND OFFICERS" BEGINNING ON PAGE 126.
The Trustees, Members of the Advisory Board, and executive officers of
the trusts are listed below. Except as indicated, each individual has
held the office shown or other offices in the same company for the
last five years. All persons named as Trustees and Members of the
Advisory Board also serve in similar capacities for other funds
advised by FMR. The business address of each Trustee, 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 and Members of the Advisory
Board who are "interested persons" by virtue of their affiliation with
either a trust or FMR are indicated by an asterisk (*).
*J. GARY BURKHEAD (55), Member of the Advisory Board (1997), is Vice
Chairman of FMR Corp. (1997) and President of Fidelity Investments
Institutional Services Company, Inc. (1997). Previously, Mr. Burkhead
served as President and a Director of FMR.
WILLIAM O. McCOY (63),Trustee (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). 
ROBERT LAWRENCE (44), is Vice President of TechnoQuant Growth,
Emerging Markets Income, High Yield, and Strategic Income (1997), and
other funds advised by FMR, and Senior Vice President (1993). Prior to
joining FMR, Mr. Lawrence was Managing Director of the High Yield
Department for Citicorp (1984-1991).
MARGARET L. EAGLE (47), is Vice President of High Yield and Strategic
Income (1997), and an employee of FMR.
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE 126:
ROBERT M. GATES (53), 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 currently a Trustee for the Forum For
International Policy, a Board Member for the Virginia Neurological
Institute, and a Senior Advisor of the Harvard Journal of World
Affairs. In addition, Mr. Gates also serves as a member of the
corporate board for 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).
*ROBERT C. POZEN (51), Trustee and Vice President (1997), is President
and a Director of FMR (1997); and President and a Director of FMR
Texas Inc. (1997), 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. 
   RICHARD A. SPILLANE, JR. (46), is Vice President of certain Equity
Funds and Senior Vice President of FMR (1997). Since joining Fidelity
in 1988, Mr. Spillane served as Director of Research from 1988 to
1994, and was chief investment officer for Fidelity International
Limited from 1994 to 1997. Before joining Fidelity, Mr. Spillane was
an analyst and portfolio manager for Eaton Vance Management in Boston,
Massachusetts.    
   ABIGAIL P. JOHNSON (36), 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 (1988-1997).    
   DWIGHT D. CHURCHILL (43), is Vice President of Bond Funds, Group
Leader of the Bond Group, and is Senior Vice President of FMR (1997).
Mr. Churchill joined Fidelity in 1993 as Vice President and Group
Leader of Taxable Fixed-Income Investments. Prior to joining Fidelity,
he     spent three years as president and CEO of CSI Asset Management,
Inc. in Chicago, an investment management subsidiary of The
Prudential.
GEORGE A. FISCHER (36), is Vice President of High Income Municipal
(1997) and Municipal Bond (1997), and other funds advised by FMR, and
an employee of FMR.
JONATHAN D. SHORT (34), is Vice President of California Municipal
Income (1997), and other funds advised by FMR, and an employee of FMR.
THOMAS M. SPRAGUE (39), is Vice President of Large Cap (1997), and
another fund advised by FMR, and an employee of FMR.
EFFECTIVE OCTOBER 1, 1997, THE FOLLOWING INFORMATION REPLACES SIMILAR
INFORMATION FOUND IN THE "TRUSTEES AND OFFICERS" SECTION ON PAGE 127.
KEVIN E. GRANT (36), is Vice President of Balanced (1996) and
Intermediate Bond (1996), and other funds advised by FMR, and an
employee of FMR.
THE FOLLOWING INFORMATION REPLACES THE BIOGRAPHICAL INFORMATION FOR
KENNETH A. RATHGEBER IN THE "TRUSTEES AND OFFICERS" SECTION ON PAGE
128:
RICHARD A. SILVER (50), Treasurer (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).
THE FOLLOWING FOOTNOTE REPLACES A SIMILAR FOOTNOTE FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION ON PAGE 130.
(double dagger)(double dagger)(double dagger) During the period from
May 1, 1996 through December 31, 1996, William O. McCoy served as a
Member of the Advisory Board of each trust. Mr. McCoy was appointed to
the Board of Trustees of Fidelity Advisor Series II, III, IV, V, and
VI, Fidelity Municipal Trust, and Fidelity Income Fund, effective
January 1, 1997. Mr. McCoy was elected to the Board of Trustees of
Fidelity Advisor Series I, Fidelity Advisor Series VIII, and Fidelity
Advisor Series VII on August 4, 1997, June 18, 1997, and September 17,
1997, respectively.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION ON PAGES 131-135.
As of May 31, 1997, approximately 44.14% of California Municipal
Income's, 7.39% of Emerging Markets Income's, 4.05% of Large Cap's,
and 28.67% of Municipal Bond's, outstanding shares were held by an FMR
affiliate. FMR Corp. is the ultimate parent company of this FMR
affiliate. By virtue of his ownership interest in FMR Corp., as
described in the "FMR" section on page 125, Mr. Edward C. Johnson 3d,
President and Trustee 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 deemed ownership of California Municipal Income's,
Emerging Markets Income's, Large Cap's, and Municipal Bond's shares,
the Trustees and officers of the funds owned, in the aggregate, less
than 1% of each fund's total outstanding shares.
As of May 31, 1997, the following owned of record or beneficially 5%
or more of the outstanding shares of the classes of the following
Fidelity Advisor funds:
ADVISOR BALANCED - CLASS A: EQ Financial Consultants, New York, NY
(10.99%); First Tennessee Bank, Memphis, TN (7.61%).
ADVISOR BALANCED - CLASS T: CIGNA, Hartford, CT (22.15%); Smith
Barney, New York, NY (5.24%).
ADVISOR BALANCED - CLASS B: Royal Alliance Assoc., Inc., Birmingham,
AL (5.92%).
ADVISOR BALANCED - INSTITUTIONAL CLASS: Whitney National Bank, New
Orleans, LA (33.07%); Valley National Bank, Clifton, NJ (14.31%);
Charles Schwab and Co., Inc., San Francisco, CA (9.38%); Moss Lawton,
Chicago, IL (8.19%); Benefit Services Corporation, Atlanta, GA
(6.09%).
ADVISOR CALIFORNIA MUNICIPAL INCOME - CLASS A: FMR Corp., Boston, MA
(75.48%); Sunamerica Securities, Inc., Phoenix, AZ (24.52%).
ADVISOR CALIFORNIA MUNICIPAL INCOME - CLASS T: First Allied
Securities, Inc., Cokeville, WY (21.42%); Prudential Securities, New
York, NY (15.83%); Hornor Townsend & Kent, Philadelphia, PA (12.58%);
W. S. Griffith & Co., Inc., San Diego, CA (5.48%).
ADVISOR CALIFORNIA MUNICIPAL INCOME - CLASS B: FMR Corp., Boston, MA
(13.02%); UBOC Investment Services, Inc., Los Angeles, CA (12.54%); U.
S. Life Equity Sales, New York, NY (12.11%); Prudential Securities,
New York, NY (9.08%); Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL (7.51%); Piper Jaffrey & Hopwood, Inc., Minneapolis,
MN (7.34%); A. G. Edwards & Sons, St. Louis, MO (6.67%); Alliance
Advisory & Securities, Westlake Village, CA (6.42%); PaineWebber,
Inc., Weehawken, NJ (6.33%); Sunamerica Securities, Inc., Phoenix, AZ
(5.30%).
ADVISOR CALIFORNIA MUNICIPAL INCOME - INSTITUTIONAL CLASS: FMR Corp.,
Boston, MA (98.67%).
ADVISOR EMERGING MARKETS INCOME - CLASS A: FMR Corp., Boston, MA
(11.67%); Dain Bosworth, Inc., Minneapolis, MN (10.22%); PNC
Securities, Pittsburgh, PA (7.55%); Washington Square Securities,
Minneapolis, MN (6.96%); Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL (5.43%).
ADVISOR EMERGING MARKETS INCOME - CLASS T: FMR Corp., Boston, MA
(9.37%); Donaldson, Lufkin & Jenrette, New York, NY (6.80%).
ADVISOR EMERGING MARKETS INCOME - CLASS B: Donaldson, Lufkin &
Jenrette, New York, NY (9.26%); PaineWebber, Inc., Weehawken, NJ
(6.83%).
ADVISOR EMERGING MARKETS INCOME - INSTITUTIONAL CLASS: Robert E. Jones
& Associates, Denver, CO (59.98%); First National Bank La Jolla, La
Jolla, CA (7.36%).
ADVISOR EQUITY GROWTH - CLASS A: FIS Securities, Inc., Providence, RI
(9.60%); Donaldson, Lufkin & Jenrette, New York, NY (6.68%).
ADVISOR EQUITY GROWTH - CLASS T: CIGNA, Hartford, CT (8.88%); Smith
Barney, New York, NY (5.61%); Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL (5.33%).
ADVISOR EQUITY GROWTH - CLASS B: FIS Securities, Inc., Providence, RI
(11.76%).
ADVISOR EQUITY INCOME - CLASS A: Donaldson, Lufkin & Jenrette, New
York, NY (8.16%); FIS Securities, Inc., Providence, RI (6.04%).
ADVISOR EQUITY INCOME - CLASS T: Smith Barney, New York, NY (5.33%).
ADVISOR EQUITY INCOME - CLASS B: Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL (7.26%); Smith Barney, New York, NY (7.18%);
Donaldson, Lufkin & Jenrette, New York, NY (6.61%). 
ADVISOR EQUITY INCOME - INSTITUTIONAL CLASS: Bank of Boston, Boston,
MA (29.73%); First National Bank of Ohio, Akron, OH (13.12%); First
Hawaiian Bank, Honolulu, HI (5.82%).
ADVISOR GOVERNMENT INVESTMENT - CLASS A: FMR Corp., Boston, MA
(15.00%); Wilmington Trust Company, Wilmington, DE (12.68%); CJM
Planning Corp., Fair Lawn, NJ (10.68%); A. G. Edwards & Sons, St.
Louis, MO (9.08%); Vestax Securities, Hudson, OH (9.00%); UBOC
Investment Services, Inc., Los Angeles, CA (7.28%); EQ Financial
Consultants, New York, NY (6.92%).
ADVISOR GOVERNMENT INVESTMENT - CLASS T: Oriental Financial Services
Corp., Hato Rey, PR (6.54%); Commonwealth Equity Services, Waltham, MA
(6.28%); Smith Barney, New York, NY (5.02%).
ADVISOR GOVERNMENT INVESTMENT - CLASS B: Donaldson, Lufkin & Jenrette,
New York, NY (7.52%); Royal Alliance Assoc., Inc., Birmingham, AL
(6.29%); Smith Barney, New York, NY (5.31%).
ADVISOR GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS: First Hawaiian
Bank, Honolulu, HI (63.05%); First Security Trust Company, Coral
Gables, FL (6.02%).
ADVISOR GROWTH OPPORTUNITIES - CLASS A: Donaldson, Lufkin & Jenrette,
New York, NY (6.28%); Prudential Securities, New York, NY (6.04%); A.
G. Edwards & Sons, St. Louis, MO (5.09%).
ADVISOR GROWTH OPPORTUNITIES - CLASS T: CIGNA, Hartford, CT (16.42%);
Smith Barney, New York, NY (6.72%).
ADVISOR GROWTH OPPORTUNITIES - CLASS B: Merrill Lynch Pierce Fenner &
Smith, Jacksonville, FL (9.76%); A. G. Edwards & Sons, St.  Louis, MO
(6.83%); Smith Barney, New York, NY (6.46%); Prudential Securities,
New York, NY (5.54%).
ADVISOR GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS: Frost National
Bank, San Antonio, TX (9.55%); Charles Schwab and Co., Inc., San
Francisco, CA (9.54%); Marshall & Ilsley Trust Co., Milwaukee, WI
(7.31%).
ADVISOR HIGH INCOME MUNICIPAL - CLASS A: Dain Bosworth, Inc.,
Minneapolis, MN (29.02%); A. G. Edwards & Sons, St. Louis, MO
(19.28%); 1717 Capital Management Company, Newark, DE (15.87%); FMR
Corp., Boston, MA (6.18%); EQ Financial Consultants, New York, NY
(5.75%); Corelink Financial, Providence, RI (5.47%).
ADVISOR HIGH INCOME MUNICIPAL - CLASS T: Smith Barney, New York, NY
(8.75%); A. G. Edwards & Sons, St. Louis, MO (6.86%); Royal Alliance
Assoc., Inc., Birmingham, AL (5.26%); Donaldson, Lufkin & Jenrette,
New York, NY (5.09%).
ADVISOR HIGH INCOME MUNICIPAL - CLASS B: Donaldson, Lufkin & Jenrette,
New York, NY (10.32%); Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL (5.26%).
ADVISOR HIGH INCOME MUNICIPAL - INSTITUTIONAL CLASS: Tompkins County
Trust Company, Ithaca, NY (19.03%); FMR Corp., Boston, MA (12.49%);
Charles Schwab and Co., Inc., San Francisco, CA (6.58%); Liberty
National Bank & Trust, Oklahoma City, OK (6.40%); Jack White & Company
- - TX, Beaumont, TX (5.55%); Evergreen Bank, N.A., Glens Falls, NY
(5.55%); University Bank, Houston, TX (5.26%).
ADVISOR HIGH YIELD - CLASS A: FIS Securities, Providence, RI (13.09%);
Donaldson, Lufkin & Jenrette, New York, NY (8.22%).
ADVISOR HIGH YIELD - CLASS T: Donaldson, Lufkin & Jenrette, New York,
NY (9.06%); Smith Barney, New York, NY (6.17%); Manulife Financial,
Canada (5.94%).
ADVISOR HIGH YIELD - CLASS B: Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL (10.58%); Donaldson, Lufkin & Jenrette, New York, NY
(8.20%); Prudential Securities, New York, NY (6.79%); Smith Barney,
New York, NY (5.98%).
ADVISOR HIGH YIELD - INSTITUTIONAL CLASS: Charles Schwab and Co.,
Inc., San Francisco, CA (18.03%); Donaldson, Lufkin & Jenrette, New
York, NY (10.12%); Resources Trust Company, Englewood, CO (7.56%);
First Hawaiian Bank, Honolulu, HI (6.49%); Capital Planning Corp.,
Bellevue, WA (5.08%).
ADVISOR INTERMEDIATE BOND - CLASS A: FIS Securities, Inc., Providence,
RI (30.64%); Corelink Financial, Providence, RI (13.33%); Donaldson,
Lufkin & Jenrette, New York, NY (9.26%); FMR Corp., Boston, MA
(5.80%); Prudential Securities, New York, NY (5.58%).
ADVISOR INTERMEDIATE BOND - CLASS T: PaineWebber, Inc., Weehawken, NJ
(8.22%).
ADVISOR INTERMEDIATE BOND - CLASS B: Donaldson, Lufkin & Jenrette, New
York, NY (11.67%); Royal Alliance Assoc., Inc., Birmingham, AL
(6.19%).
ADVISOR INTERMEDIATE BOND - INSTITUTIONAL CLASS: Mercantile Bank,
N.A., St. Louis, MO (12.75%); Amivest Corporation, New York, NY
(6.41%); Magna Trust Company, Belleville, IL (6.23%); Bank of
Mississippi, Jackson, MS (5.75%). 
ADVISOR INTERMEDIATE MUNICIPAL INCOME - CLASS A: FMR Corp., Boston, MA
(30.39%); Summit Trust Company, Summit, NJ (27.86%); Locust Street
Securities, Inc., Des Moines, IA (22.90%); Corelink Financial,
Providence, RI (13.65%). 
ADVISOR INTERMEDIATE MUNICIPAL INCOME - CLASS T: Royal Alliance
Assoc., Inc., Birmingham, AL (8.75%); Smith Barney, New York, NY
(6.98%); Commonwealth Equity Services, Waltham, MA (5.44%).
ADVISOR INTERMEDIATE MUNICIPAL INCOME - CLASS B: Merrill Lynch Pierce
Fenner & Smith, Jacksonville, FL (12.04%); National Financial Services
Corporation, Boston, MA (7.61%); Prudential Securities, New York, NY
(7.07%); Donaldson, Lufkin & Jenrette, New York, NY (6.93%); Royal
Alliance Assoc., Inc., Birmingham, AL (6.35%); A. G. Edwards & Sons,
St. Louis, MO (6.08%).
ADVISOR INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS: Liberty
National Bank & Trust, Oklahoma City, OK (24.47%); Wells Fargo Bank,
San Francisco, CA (12.90%); Frost National Bank, San Antonio, TX
(10.88%); South Holland Bancorp, South Holland, IL (8.94%); Citizens
National Bank of Evansville, Evansville, IN (6.20%); Laird Norton Co.,
Seattle, WA (5.71%).
ADVISOR LARGE CAP - CLASS A: A. G. Edwards & Sons, St. Louis, MO
(12.19%); FMR Corp., Boston, MA (7.63%); Westport Bank and Trust Co.,
Westport, CT (6.24%); LaSalle St. Securities, Inc., Chicago, IL
(6.03%); 1717 Capital Management Company, Newark, DE (5.62%).
ADVISOR LARGE CAP - CLASS T: Dain Bosworth, Inc., Minneapolis, MN
(8.07%); Securities America, Inc., Omaha, NE (7.86%).
ADVISOR LARGE CAP -CLASS B: Dain Bosworth, Inc., Minneapolis, MN
(20.70%); Prudential Securities, New York, NY (7.53%).
ADVISOR LARGE CAP - INSTITUTIONAL CLASS: FMR Corp., Boston, MA
(39.94%); Charles Schwab and Co., Inc., San Francisco, CA (21.21%);
Union Planters National Bank, Memphis, TN (13.71%); First Hawaiian
Bank, Honolulu, HI (8.16%). 
ADVISOR MID CAP - CLASS A: PaineWebber, Inc., Weehawken, NJ (7.88%);
Smith Barney, New York, NY (6.50%); A. G. Edwards & Sons, St. Louis,
MO (6.15%); First Tennessee Bank, Memphis, TN (5.38%).
ADVISOR MID CAP - CLASS T: Commonwealth Equity Services, Waltham, MA
(8.26%); Dain Bosworth, Inc., Minneapolis, MN (7.29%); Smith Barney,
New York, NY (6.22%); Donaldson, Lufkin & Jenrette, New York, NY
(5.64%).
ADVISOR MID CAP - CLASS B: Dain Bosworth, Inc., Minneapolis, MN
(15.26%); Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL
(8.41%); Smith Barney, New York, NY (7.59%).
ADVISOR MID CAP - INSTITUTIONAL CLASS: First Hawaiian Bank, Honolulu,
HI (71.21%).
ADVISOR MORTGAGE SECURITIES - CLASS A: CIGNA, Hartford, CT (92.82%);
FMR Corp., Boston, MA (6.63%).
ADVISOR MORTGAGE SECURITIES - CLASS T: Sunamerica Securities, Inc.,
Phoenix, AZ (54.91%); FMR Corp., Boston, MA (14.47%); Donaldson,
Lufkin & Jenrette, New York, NY (9.46%).
ADVISOR MORTGAGE SECURITIES - CLASS B: 1717 Capital Management
Company, Newark, DE (42.51%); FMR Corp., Boston, MA (20.26%);
Washington Square Securities, Minneapolis, MN (20.10%).
ADVISOR MORTGAGE SECURITIES - INSTITUTIONAL CLASS: FMR Corp., Boston,
MA (11.29%).
ADVISOR MORTGAGE SECURITIES - INITIAL CLASS: National Financial
Services Corporation, Boston, MA (13.26%).
ADVISOR MUNICIPAL BOND - CLASS A: Sigma Financial Corp., Ann Arbor, MI
(70.92%); FMR Corp., Boston, MA (19.97%); PaineWebber, Inc.,
Weehawken, NJ (6.97%).
ADVISOR MUNICIPAL BOND - CLASS T: 1717 Capital Management Company,
Newark, DE (17.82%); FSC Securities Corp., Atlanta, GA (15.26%);
Jefferson Pilot Investor Services, Greensboro, NC (11.52%); A. G.
Edwards & Sons, St. Louis, MO (8.96%); Donaldson, Lufkin & Jenrette,
New York, NY (8.35%); Lovell, Inc., Brentwood, TN (6.92%); KMS
Financial Services, Inc., Seattle, WA (5.31%).
ADVISOR MUNICIPAL BOND - CLASS B: Prudential Securities, New York, NY
(20.58%); FMR Corp., Boston, MA (11.79%); Dain Bosworth, Inc.,
Minneapolis, MN (11.64%); Investment Advisors & Consultants, Inc.,
Ocean, NJ (9.21%); Bank One, N.A., Columbus, OH (6.12%); John Hancock
Distributors, Boston, MA (5.85%); Associated Investments Services,
Inc., Portage, WI (5.64%).
ADVISOR MUNICIPAL BOND - INSTITUTIONAL CLASS: Drovers Bank, York, PA
(46.61%); Peoples Bank and Trust Co., Indianapolis, IN (26.40%);
Premier Bank and Trust, Elyria, OH (11.26%); FMR Corp., Boston, MA
(8.23%).
ADVISOR NEW YORK MUNICIPAL INCOME - CLASS A: FMR Corp., Boston, MA
(51.55%); PaineWebber, Inc., Weehawken, NJ (37.35%); A. G. Edwards &
Sons, St. Louis, MO (6.40%).
ADVISOR NEW YORK MUNICIPAL INCOME - CLASS T: FMR Corp., Boston, MA
(18.55%); A. G. Edwards & Sons, St. Louis, MO (11.27%); North Ridge
Securities Corp., Hauppauge, NY (10.71%); First Albany, Albany, NY
(7.03%); HRC Services, Inc., Glenwood Landing, NY (5.46%).
ADVISOR NEW YORK MUNICIPAL INCOME - CLASS B: FMR Corp., Boston, MA
(23.60%); Chase Investment Services, New York, NY (16.26%); National
Financial Services Corporation, Boston, MA (16.21%); Prudential
Securities, New York, NY (11.11%); Merrill Lynch Pierce Fenner &
Smith, Jacksonville, FL (5.24%).
ADVISOR NEW YORK MUNICIPAL INCOME - INSTITUTIONAL CLASS: FMR Corp.,
Boston, MA (100.00%).
ADVISOR OVERSEAS - CLASS A: EQ Financial Consultants, New York, NY
(9.19%); Chase Investment Services, New York, NY (6.50%); PaineWebber,
Inc., Weehawken, NJ (6.06%).
ADVISOR OVERSEAS - CLASS T: Great West Life/Benefits Corp., Englewood,
CO (7.56%); Smith Barney, New York, NY (7.22%).
ADVISOR OVERSEAS - CLASS B: Royal Alliance Assoc., Inc., Birmingham,
AL (6.60%); PaineWebber, Inc., Weehawken, NJ (6.57%); Smith Barney,
New York, NY (6.54%); Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL (5.71%).
ADVISOR OVERSEAS - INSTITUTIONAL CLASS: First National Bank, Iowa
City, IA (24.65%); Bingham, Dana & Gould L.L.P., Boston, MA (13.34%);
First Hawaiian Bank, Honolulu, HI (9.37%); One Valley Bank, N.A.,
Charleston, WV (5.98%).
ADVISOR SHORT FIXED-INCOME - CLASS A: A. G. Edwards & Sons, St. Louis,
MO (19.35%); FMR Corp., Boston, MA (13.04%); Corelink Financial,
Providence, RI (6.12%); Harbour Investments, Inc., Madison, WI
(6.04%); Terra Securities Corp., Oak Brook, IL (5.90%).
ADVISOR SHORT FIXED-INCOME - CLASS T: Smith Barney, New York, NY
(6.37%); Royal Alliance Assoc., Inc., Birmingham, AL (5.55%).
ADVISOR SHORT FIXED-INCOME - INSTITUTIONAL CLASS: First Hawaiian Bank,
Honolulu, HI (57.10%); First National Bank of Springfield,
Springfield, IL (17.54%); Benefit Services Corporation, Atlanta, GA
(12.45%).
ADVISOR SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS A: FMR Corp.,
Boston, MA (51.72%); Investment Advisors & Consultants, Inc., Ocean,
NJ (16.09%); Chase Manhattan Bank, N.A., Rochester, NY (5.97%).
ADVISOR SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS T: Key/Society
Corp., Cleveland, OH (17.63%); Cowles, Sabol & Co., Inc., Encino, CA
(8.43%).
ADVISOR SHORT-INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS:
University Bank, Houston, TX (22.34%); FMR Corp., Boston, MA (21.84%);
First American Bank & Trust, Fort Atkinson, WI (19.58%); Peoples Bank
and Trust Co., Indianapolis, IN (12.83%); Drovers Bank, York, PA
(11.06%).
ADVISOR STRATEGIC INCOME - CLASS A: FIS Securities, Inc., Providence,
RI (33.50%); FMR Corp., Boston, MA (7.83%); Terra Securities Corp.,
Oak Brook, IL (7.10%); PaineWebber, Inc., Weehawken, NJ (5.05%).
ADVISOR STRATEGIC INCOME - CLASS T: Royal Alliance Assoc., Inc.,
Birmingham, AL (7.76%); Donaldson Lufkin & Jenrette, New York, NY
(7.35%); Financial Network Investment Corp., Torrance, CA (5.08%).
ADVISOR STRATEGIC INCOME - CLASS B: G W & Wade Asset Management Co.,
Wellesley, MA (33.18%); FIS Securities, Inc., Providence, RI (6.02%).
ADVISOR STRATEGIC INCOME - INSTITUTIONAL CLASS: Charles Schwab and
Co., Inc., San Francisco, CA (88.97%); Bingham, Dana & Gould L.L.P.,
Boston, MA (5.04%).
ADVISOR STRATEGIC OPPORTUNITIES - CLASS A: FMR Corp., Boston, MA
(14.26%); A. G. Edwards & Sons, St. Louis, MO (12.69%); Stephens,
Inc., Little Rock, AR (5.42%).
ADVISOR STRATEGIC OPPORTUNITIES - CLASS T: Merrill Lynch Pierce Fenner
& Smith, Jacksonville, FL (12.63%); CIGNA, Hartford, CT (10.43%); A.
G. Edwards & Sons, St. Louis, MO (6.42%); Smith Barney, New York, NY
(5.09%).
ADVISOR STRATEGIC OPPORTUNITIES - CLASS B: Donaldson, Lufkin &
Jenrette, New York, NY (6.38%); Smith Barney, New York, NY (6.37%).
ADVISOR STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS: National Bank
of Alaska, Anchorage, AK (18.50%); Evergreen Bank, N.A., Glens Falls,
NY (15.96%); Whitney National Bank, New Orleans, LA (11.31%);
Equitable Trust Company, Nashville, TN (10.21%); First Tennessee Bank,
Memphis, TN (10.12%); Thumb National Bank and Trust, Pigeon, MI
(6.13%); Commonwealth Equity Services, Waltham, MA (5.60%).
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.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACT" SECTION ON PAGE 136.
FMR is each fund's manager pursuant to management contracts dated and
approved by shareholders on the dates shown in the table below.
 
<TABLE>
<CAPTION>
<S>                                   <C>                           <C>                            
FUND                                  DATE OF MANAGEMENT CONTRACT   DATE OF SHAREHOLDER APPROVAL   
 
TechnoQuant Growth                    12/1/96                       12/23/96*                      
 
O   verseas                           10/1/97                       9/17/97                        
 
Mid Cap                               1/18/96                       1/18/96*                       
 
Equity Growth                         9/1/97                        8/4/97                         
 
Growth Opportunities                  8/1/97                        7/16/97                        
 
Strategic Opportunities               7/1/97                        6/18/97                        
 
Large Cap                             1/18/96                       1/18/96*                       
 
Growth & Income                       12/1/96                       12/23/96*                      
 
Equity Income                         8/1/86                        7/23/86                        
 
Balanced                              1/1/95                        12/14/94                       
 
Emerging Markets Income               7/1/97                        6/18/97                        
 
High Yield                            1/1/95                        12/14/94                       
 
Strategic Income                      7/1/97                        6/18/97                        
 
Mortgage Securities                   8/1/94                        7/13/94                        
 
Government Investment                 1/1/95                        12/14/94                       
 
Intermediate Bond                     1/1/95                        12/14/94                       
 
Short Fixed-Income                    1/1/95                        12/14/94                       
 
High Income Municipal                 12/1/94                       11/16/94                       
 
Municipal Bond                        1/1/94                        12/15/93                       
 
Intermediate Municipal Income         7/1/95                        6/14/95                        
 
Short-Intermediate Municipal Income   7/1/95                        6/14/95                        
 
New York Municipal Income             11/17/94                      12/8/94                        
 
California Municipal Income           12/14/95                      12/14/95*                      
 
</TABLE>
 
* Approved by FMR, then the sole shareholder of the fund.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACT" ON PAGE 139.
CALIFORNIA MUNICIPAL INCOME, STRATEGIC INCOME, AND EMERGING MARKETS
INCOME. The following fee schedule is the current fee schedule for
California Municipal Income, Strategic Income, and Emerging Markets
Income.
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 0        -     $3 billion   .3700%   $ 0.5 billion   .3700%   
 
3          -     6            .3400    25              .2664    
 
6          -     9            .3100    50              .2188    
 
9          -     12           .2800    75              .1986    
 
12         -     15           .2500    100             .1869    
 
15         -     18           .2200    125             .1793    
 
18         -     21           .2000    150             .1736    
 
21         -     24           .1900    175             .1690    
 
24         -     30           .1800    200             .1652    
 
30         -     36           .1750    225             .1618    
 
36         -     42           .1700    250             .1587    
 
42         -     48           .1650    275             .1560    
 
48         -     66           .1600    300             .1536    
 
66         -     84           .1550    325             .1514    
 
84         -     120          .1500    350             .1494    
 
120        -     156          .1450    375             .1476    
 
156        -     192          .1400    400             .1459    
 
192        -     228          .1350    425             .1443    
 
228        -     264          .1300    450             .1427    
 
264        -     300          .1275    475             .1413    
 
300        -     336          .1250    500             .1399    
 
336        -     372          .1225    525             .1385    
 
372        -     408          .1200    550             .1372    
 
408        -     444          .1175                             
 
444        -     480          .1150                             
 
480        -     516          .1125                             
 
Over 516                      .1100                             
 
This fee schedule has been approved by the shareholders of California
Municipal Income, Strategic Income, and Emerging Markets Income.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACT" BEGINNING ON PAGE 144.
       TECHNOQUANT GROWTH, MID CAP, LARGE CAP, GROWTH & INCOME,
STRATEGIC OPPORTUNITIES, GROWTH OPPORTUNITIES, EQUITY GROWTH, AND
OVERSEAS.    The following fee schedule is the current fee schedule
for TechnoQuant Growth, Mid Cap, Large Cap, Growth & Income, Strategic
Opportunities, Growth Opportunities, Equity Growth, and Overseas.    
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 0        -     3 billion   .5200%    $ 0.5 billion   .5200%   
 
3          -     6           .4900     25              .4238    
 
6          -     9           .4600     50              .3823    
 
9          -     12          .4300     75              .3626    
 
12         -     15          .4000     100             .3512    
 
15         -     18          .3850     125             .3430    
 
18         -     21          .3700     150             .3371    
 
21         -     24          .3600     175             .3325    
 
24         -     30          .3500     200             .3284    
 
30         -     36          .3450     225             .3249    
 
36         -     42          .3400     250             .3219    
 
42         -     48          .3350     275             .3190    
 
48         -     66          .3250     300             .3163    
 
66         -     84          .3200     325             .3137    
 
84         -     102         .3150     350             .3113    
 
102        -     138         .3100     375             .3090    
 
138        -     174         .3050     400             .3067    
 
174        -     210         .3000     425             .3046    
 
210        -     246         .2950     450             .3024    
 
246        -     282         .2900     475             .3003    
 
282        -     318         .2850     500             .2982    
 
318        -     354         .2800     525             .2962    
 
354        -     390         .2750     550             .2942    
 
390        -     426         .2700                              
 
426        -     462         .2650                              
 
462        -     498         .2600                              
 
498        -     534         .2550                              
 
Over 534                     .2500                              
 
This fee schedule has been approved by shareholders of each of
TechnoQuant Growth, Mid Cap, Large Cap, Growth & Income, Strategic
Opportunities, Growth Opportunities, Equity Growth, and Overseas.
   THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"COMPUTING THE PERFORMANCE ADJUSTMENT" SECTION ON PAGE 145.    
       COMPUTING THE PERFORMANCE ADJUSTMENT.    The basic fee for
Overseas, Growth Opportunities, and Strategic Opportunities is subject
to upward or downward adjustment, depending upon whether, and to what
extent, the investment performance of each applicable fund for the
performance period exceeds, or is exceeded by, the record of the S&P
500 (Growth Opportunities and Strategic Opportunities), or the
cap-weighted EAFE (Overseas) (the Indices) over the same period. The
performance period consists of the most recent month plus the previous
35 months. Each percentage point of difference, calculated to the
nearest 0.01% for Growth Opportunities, Strategic Opportunities, and
Overseas (up to a maximum difference of (plus/minus)10.00) is
multiplied by a performance adjustment rate of 0.02%. Thus, the
maximum annualized adjustment rate is (plus/minus)0.20%. This
performance comparison is made at the end of each month. One-twelfth
of this rate is then applied to each fund's average net assets for the
entire performance period, giving the dollar amount which will be
added to (or subtracted from) the basic fee. For Growth Opportunities,
Strategic Opportunities, and Overseas investment performance will be
represented by the average performance of all classes of each fund
weighted according to its average assets f    or each month.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"SUB-ADVISERS" SECTION ON PAGE 148.
On behalf of TechnoQuant Growth, Overseas, Mid Cap, Equity Growth,
Growth Opportunities, Strategic Opportunities, Large Cap, Growth &
Income, Balanced, Emerging Markets Income, High Yield, Strategic
Income, Intermediate Bond, Mortgage Securities, and Short
Fixed-Income, 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.
   THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"DISTRIBUTION AND SERVICE PLANS" SECTION BEGINNING ON PAGE 152.    
   Pursuant to the Class A Plans, FDC is paid a distribution fee as a
percentage of Class A's average net assets at an annual rate of up to
0.75% for each of TechnoQuant Growth, Overseas, Mid Cap, Equity
Growth, Growth Opportunities, Strategic Opportunities, Large Cap,
Growth & Income, Equity Income, and Balanced (the Equity Funds); and
up to 0.40% for each of Emerging Markets Income, High Yield, Strategic
Income, Government Investment, Mortgage Securities, High Income
Municipal, Municipal Bond, New York Municipal Income, and California
Municipal Income (the Bond Funds), Intermediate Bond and Intermediate
Municipal Income (the Intermediate-Term Bond Funds), and
Short-Intermediate Municipal Income and Short Fixed-Income (the
Short-Term Bond Funds). Pursuant to the Class T Plans, FDC is paid a
distribution fee as a percentage of Class T's average net assets at an
annual rate of up to 0.75% for each of TechnoQuant Growth, Equity
Growth, Mid Cap, Large Cap, Growth & Income, and Equity Income; up to
0.65% for each of Overseas, Growth Opportunities, Strategic
Opportunities, and Balanced; up to 0.40% for each of Emerging Markets
Income, High Yield, Strategic Income, Intermediate Bond, Mortgage
Securities, Government Investment, High Income Municipal, Municipal
Bond, Short-Intermediate Municipal Income, Intermediate Municipal
Income, New York Municipal Income, and California Municipal Income;
and up to 0.15% for Short Fixed-Income. Pursuant to the Class B Plans,
FDC is paid a distribution fee as a percentage of Class B's average
net assets at an annual rate of up to 0.75% for each fund with Class B
shares. For the purpose of calculating the distribution fees, average
net assets are determined at the close of business on each day
throughout the month, but excluding assets attributable to Class T
shares of Equity Income purchased more than 144 months prior to such
day and to Class B shares of Equity Income purchased more than 144
months prior to such day. Currently, the Trustees have approved a
distribution fee for Class A at an annual rate of 0.25% for each of
the Equity Funds and 0.15% for each of the Bond Funds, the
Intermediate-Term Bond Funds, and the Short-Term Bond Funds.
Currently, the Trustees have approved a distribution fee for Class T
at an annual rate of 0.50% for each of the Equity Funds; 0.25% for
each of the Bond Funds and the Intermediate-Term Bond Funds; and 0.15%
for each of the Short-Term Bond Funds. Currently, the Trustees have
approved a distribution fee for Class B at an annual rate of 0.75% for
each of the Equity Funds and 0.65% for each of the Bond Funds and the
Intermediate-Term Bond Funds. These fee rates may be increased only
when, in the opinion of the Trustees, it is in the best interests of
the shareholders of the applicable class to do so. Class B of each
fund also pays investment professionals a service fee at an annual
rate of 0.25% of its average daily net assets determined at the close
of business on each day throughout the month for personal service
and/or the maintenance of shareholder accounts.    
   THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"VOTING RIGHTS" SECTION ON PAGE 159.    
       VOTING RIGHTS.    Each fund's capital consists of shares of
beneficial interest. The shares have no preemptive rights, and Class
A, Class T, Institutional Class, and Initial Class shares have no
conversion rights; the voting and dividend rights, the conversion
rights of Class B shares, the right of redemption, and the privilege
of exchange are described in the Prospectus. Shareholders of
TechnoQuant Growth, Overseas, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, Growth & Income,
Equity Income, Emerging Markets Income, Balanced, High Yield,
Strategic Income, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, High Income Municipal,
Municipal Bond, Intermediate Municipal Income, Short-Intermediate
Municipal Income, New York Municipal Income, and California Municipal
Income receive one vote for each dollar of net asset value owned.
Shares are fully paid and nonassessable, except as set forth under the
heading "Shareholder and Trustee Liability" above. Shareholders
representing 10% or more of a trust, a fund, or class of a fund may,
as set forth in the Declaration of Trust, call meetings of the trust,
fund or class, as applicable, for any purpose related to the trust,
fund, or class, as the case may be, including, in the case of a
meeting of an entire trust, the purpose of voting on removal of one or
more Trustees. Each trust or fund may be terminated upon the sale of
its assets to another open-end management investment company, or upon
liquidation and distribution of its assets as determined by the
current value of each shareholder's investment in the funds. If not so
terminated, each trust and fund will continue indefinitely. Overseas,
Growth Opportunities, Strategic Opportunities, Balanced, Emerging
Markets Income, High Yield, Strategic Income, Government Investment,
Intermediate Bond, Short Fixed-Income, High Income Municipal,
California Municipal Income, New York Municipal Income, Mid Cap, Large
Cap, Mortgage Securities, TechnoQuant Growth, Growth & Income,
Intermediate Municipal Income, Short-Intermediate Municipal Income,
and Equity Growth may invest all of their assets in another investment
company.    
       
       



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