FIDELITY ADVISOR SERIES II
485BPOS, 1995-06-28
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 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549
 FORM N-1A
REGISTRATION STATEMENT (No. 33-6516)
 UNDER THE SECURITIES ACT OF 1933 [ ]
 Pre-Effective Amendment No. ____ [  ]
 Post-Effective Amendment No.  27   [x]
 and
REGISTRATION STATEMENT UNDER THE INVESTMENT
 COMPANY ACT OF 1940 (No. 811-4707) [x]
 Amendment No. 27 
Fidelity Advisor Series II         
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA 02109         
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (617) 563-7000      
Arthur Loring, Esq.
82 Devonshire Street
Boston, Massachusetts 02109           
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
 [  ]   Immediately upon filing pursuant to paragraph (b)
 [X  ]   On June 30, 1995 pursuant to paragraph (b) 
 [  ]   60 days after filing pursuant to paragraph (a)(i)
 [ ]   On (June 30, 1995) pursuant to paragraph (a)(i)
 [  ]   75 days after filing pursuant to paragraph (a)(ii)
 [  ]   On ( ) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
 
 [ ] This Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective         Amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
on or about December 31, 1994.
 
FIDELITY ADVISOR CLASS A & CLASS B PROSPECTUS
 
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
1            ..............................   Cover Page                                            
 
2            ..............................   Expenses                                              
 
3     a,b    ..............................   **                                                    
 
      c      ..............................   Performance                                           
 
      d      ..............................   Cover Page                                            
 
4     a      i.............................   Charter                                               
 
             ii...........................    Investment Principles and Risks; Securities and       
                                              Investment Practices                                  
 
      b      ..............................   Securities and Investment Practices                   
 
      c      ..............................   Who May Want to Invest; Investment Principles         
                                              and Risks; Securities and Investment Practices        
 
5     a      ..............................   Charter                                               
 
      b      i.............................   FMR and Its Affiliates                                
 
             ii...........................    FMR and Its Affiliates; Charter; Breakdown of         
                                              Expenses                                              
 
             iii..........................    Expenses; Breakdown of Expenses                       
 
      c      ..............................   FMR and Its Affiliates                                
 
      d      ..............................   Charter; Breakdown of Expenses; Cover Page;           
                                              FMR and Its Affiliates                                
 
      e      ..............................   FMR and its Affiliates; Breakdown of Expenses         
 
      f      ..............................   Expenses                                              
 
      g      ..............................   Expenses; FMR and Its Affiliates                      
 
      5A     ..............................   Charter                                               
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares; Investor       
                                              Services; Transaction Details; Exchange               
                                              Restrictions; Sales Charge Reductions and Waivers     
 
             iii..........................    *                                                     
 
      b      .............................    FMR and Its Affiliates                                
 
      c      ..............................   Charter                                               
 
      d      ..............................   Cover Page; Charter                                   
 
      e      ..............................   Cover Page; How to Buy Shares; How to Sell            
                                              Shares; Investor Services; Exchange Restrictions;     
                                              Sales Charge Reductions and Waivers                   
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7     a      ..............................   Charter; Cover Page                                   
 
      b      ..............................   How to Buy Shares; Transaction Details                
 
      c      ..............................   Sales Charge Reductions and Waivers                   
 
      d      ..............................   How to Buy Shares                                     
 
      e      ..............................   Transaction Details; Breakdown of Expenses            
 
      f      ..............................   Breakdown of Expenses                                 
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
                                              Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
 
</TABLE>
 
* Not Applicable
** To Be Filed By Amendment
 

 
 
FIDELITY ADVISOR FUNDS
CLASS A AND CLASS B
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
the applicable fund's most recent financial report and portfolio listing or
a copy of the Statement of Additional Information (SAI) dated June 30,
1995. The SAI has been filed with the Securities and Exchange Commission
(SEC) and is incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, contact Fidelity
Distributors Corporation (FDC), 82 Devonshire Street, Boston, MA 02109, or
your Investment Professional.
 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR 
OBLIGATIONS OF, OR GUARANTEED BY, ANY 
DEPOSITORY INSTITUTION. SHARES ARE NOT 
INSURED BY THE FDIC, THE FEDERAL RESERVE 
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT 
TO INVESTMENT RISK, INCLUDING THE POSSIBLE 
LOSS OF PRINCIPAL.
EMERGING MARKETS INCOME, HIGH YIELD, STRATEGIC INCOME AND HIGH INCOME
MUNICIPAL 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 
FOR FURTHER INFORMATION.
 
LIKE ALL MUTUAL FUNDS, THESE SECURITIES 
HAVE NOT BEEN APPROVED OR DISAPPROVED 
BY THE SECURITIES AND EXCHANGE 
COMMISSION OR ANY STATE SECURITIES 
COMMISSION, NOR HAS THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE 
SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE.
ACOM-pro-695
GROWTH FUNDS:                               Class(es)         
 
Fidelity Advisor Overseas Fund              A, B              
 
Fidelity Advisor Equity Portfolio Growth    A                 
 
Fidelity Advisor Global Resources Fund      A, B              
 
Fidelity Advisor Growth Opportunities       A                 
Fund                                                          
 
Fidelity Advisor Strategic Opportunities    A, B              
Fund                                                          
 
GROWTH AND INCOME FUNDS:                                      
 
Fidelity Advisor Equity Income Fund         A, B              
 
Fidelity Advisor Income & Growth Fund       A                 
 
TAXABLE-INCOME FUNDS:                                         
 
Fidelity Advisor Emerging Markets           A, B              
Income Fund                                                   
 
Fidelity Advisor High Yield Fund            A, B              
 
Fidelity Advisor Strategic Income Fund      A, B              
 
Fidelity Advisor Government Investment      A, B              
Fund                                                          
 
Fidelity Advisor Limited Term Bond Fund     A, B              
 
Fidelity Advisor Short Fixed-Income Fund    A                 
 
TAX-EXEMPT/MUNICIPAL FUNDS:                                   
 
Fidelity Advisor High Income Municipal      A, B              
Fund                                                          
 
Fidelity Advisor Limited Term Tax-Exempt    A, B              
Fund                                                          
 
Fidelity Advisor Short-Intermediate         A                 
Tax-Exempt Fund                                               
 
PROSPECTUS
JUNE 30, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA 02109
   CONTENTS    
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>       <C>                                                         
KEY FACTS                       WHO MAY WANT TO INVEST                                      
 
                                EXPENSES Each class's sales charge (load) and its yearly    
                                operating expenses.                                         
 
                                FINANCIAL HIGHLIGHTS A summary of each fund's financial     
                                data.                                                       
 
                                PERFORMANCE                                                 
 
THE FUNDS IN DETAIL             CHARTER How each fund is organized.                         
 
                                INVESTMENT PRINCIPLES AND RISKS Each fund's overall         
                                approach to investing.                                      
 
                                BREAKDOWN OF EXPENSES How operating costs are               
                                calculated and what they include.                           
 
YOUR ACCOUNT                    TYPES OF ACCOUNTS Different ways to set up your             
                                account, including tax-sheltered retirement plans.          
 
                                HOW TO BUY SHARES Opening an account and making             
                                additional investments.                                     
 
                                HOW TO SELL SHARES Taking money out and closing your        
                                account.                                                    
 
                                INVESTOR SERVICES Services to help you manage your          
                                account.                                                    
 
SHAREHOLDER AND                 DIVIDENDS, CAPITAL GAINS, AND TAXES                         
ACCOUNT POLICIES                                                                            
 
                                TRANSACTION DETAILS Share price calculations and the        
                                timing of purchases and redemptions.                        
 
                                EXCHANGE RESTRICTIONS                                       
 
                                SALES CHARGE REDUCTIONS AND WAIVERS                         
 
                                APPENDIX                                                    
 
</TABLE>
 
   KEY FACTS    
 
 
WHO MAY WANT TO INVEST
   Class A and Class B s    hares are offered through this prospectus to
investors who engage an Investment Professional for investment advice.
Overseas, Equity Portfolio Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Equity Income, Income & Growth, High Yield,
Government Investment, Limited Term Bond, Short Fixed-Income, High Income
Municipal and Limited Term Tax-Exempt are diversified funds. 
Emerging Markets Income, Strategic Income, and Short-Intermediate
Tax-Exempt are non-diversified funds. Non-diversified funds may invest a
greater portion of their assets in securities of a single issuer than
diversified funds. As a result, changes in the financial condition or
market assessment of a single issuer could cause greater fluctuations in
share value than a diversified fund.
Overseas, Equity Portfolio Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Equity Income and Income & Growth are designed for
investors who are willing to ride out stock market fluctuations in pursuit
of potentially high long-term returns. Overseas, Equity Portfolio Growth,
Global Resources, Growth Opportunities and Strategic Opportunities are
designed for investors who want to be invested in the stock market for its
long-term growth potential. These funds invest for growth and do not pursue
income. Equity Income and Income & Growth are designed for those investors
who seek a combination of growth and income from equity and some bond
investments.
Emerging Markets Income, High Yield, and Strategic Income are designed for
investors who want high current income with some potential for capital
growth from a portfolio of debt instruments with a focus on lower-quality
debt securities and income-producing equity securities. These funds may be
appropriate for long-term, aggressive investors who understand the
potential risks and rewards of investing in lower-quality debt securities,
including defaulted securities.
Government Investment, Limited Term Bond and Short Fixed-Income are
designed for investors who seek high current income from a portfolio of
investment-grade debt securities. These funds also invest consistent with
consideration of capital preservation. 
High Income Municipal, Limited Term Tax-Exempt and Short-Intermediate
Tax-Exempt are designed for investors in higher tax brackets who seek high
current income that is free from federal income tax. Limited Term
Tax-Exempt and Short-Intermediate Tax-Exempt also invest consistent with
consideration of capital preservation. High Income Municipal focuses on
lower-quality debt securities and may be appropriate for long-term,
aggressive investors who understand the potential risks and rewards of
investing in lower-quality debt securities, including defaulted securities.
The value of each fund's investments and, as applicable, the income they
generate,    will vary     from day to day,    and     generally reflect
changes in market conditions, interest rates and other company, political,
and economic news. In the short term, stock prices can fluctuate
dramatically in response to these factors. The securities of small, less
well-known companies may be more volatile than those of larger companies.
The value of bonds fluctuates based on changes in interest rates and in the
credit quality of the issuer. Over time, however, stocks although more
volatile, have shown greater growth potential than other types securities.
Investments in foreign securities may involve risks in addition to those of
U.S. investments, including increased political and economic risk, as well
as exposure to currency fluctuations.
The investments of Strategic Income, Government Investment, Limited Term
Bond, and Short Fixed-Income are also subject to prepayments, which can
lower a fund's yield, particularly in periods of declining interest rates.
In addition, Overseas, Global Resources, Emerging Markets Income and
Strategic Income may also be appropriate for investors who want to pursue
their investment goals in markets outside of the United States. By
including international investments in your portfolio, you can achieve
   additional     diversification and participate in    growth
    opportunities around the world.
Each fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision. When you sell your fund shares, they may be worth more or less
than what you paid for them.
   Each fund is composed of multiple classes of shares. Each class of a
fund has a common investment objective and investment portfolio. Class A
shares have a front-end sales charge and pay a distribution fee. Class B
shares do not have a front-end sales charge, but do have a contingent
deferred sales charge (CDSC), and pay a distribution fee and a shareholder
service fee. Institutional Class shares have no sales charge, and do not
pay a distribution fee or a shareholder service fee, but are only available
to certain types of investors. See "Transaction Details," page 45 for
Institutional Class eligibility information. You may obtain more
information about Institutional Class shares, which are not offered through
this prospectus, by calling 1-800-423-7020 or from your Investment
Professional. Contact your Investment Professional to discuss which class
is appropriate for you.    
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell,
exchange or hold shares of a fund. Lower front-end sales charges may be
available with purchases of $50,000 or more in conjunction with various
programs. See "Transaction Details," page , for an explanation of how and
when these charges apply.
A contingent deferred sales charge (CDSC) is imposed only if you redeem
Class B shares within 5 years of purchase. See "Transaction Details," page
, for information about the CDSC.
      Clas         Clas   
      s A          s B    
 
Maximum sales charge on purchases for all Advisor funds   4.75         None   
(except Short Fixed-Income and Short-Intermediate         %                   
Tax-Exempt) (as a % of offering price)                                        
 
Maximum sales charge on purchases                        1.50             None 
of Short Fixed-Income or Short-Intermediate Tax-Exempt      %                  
(as a % of offering price)                                                     
 
Maximum CDSC (as a % of the lesser                   None         4.00%   
of original purchase price or redemption proceeds)                [A]     
                                                                          
 
Maximum sales charge on    None         None   
reinvested distributions                       
 
Redemption fee   None         None   
 
 
<TABLE>
<CAPTION>
<S>                                                                 <C>     <C>   <C>     
Exchange fee                                                        None          None    
 
Annual account maintenance fee        (for accounts under $2,500)   $12.0         $12.0   
                                                                    0             0       
 
</TABLE>
 
[A] DECLINES OVER 5 YEARS FROM 4.00% TO 0% 
ANNUAL OPERATING EXPENSES are paid out of each class's assets. Each fund
pays a management fee to Fidelity Management & Research Company (FMR) that,
for Overseas, Growth Opportunities, and Strategic Opportunities, varies
based on performance and incurs other expenses for services such as
maintaining shareholder records and furnishing shareholder statements and
financial reports.
12b-1 fees for Class A and Class B include a distribution fee and, for
Class B, include a shareholder service fee. Distribution fees are paid by
each class to Fidelity Distributors Corporation (FDC) for services and
expenses in connection with the distribution of the applicable
class'   s     shares. Shareholder service fees are paid by Class B to
Investment Professionals for services and expenses incurred in connection
with providing personal service and/or maintenance of Class B shareholder
accounts. Long-term shareholders may pay more than the economic equivalent
of the maximum sales charges permitted by the National Association of
Securities Dealers, Inc., (NASD) due to 12b-1 fees.
Each class's expenses are factored into its share price or dividends and
are not charged directly to shareholder accounts (see "Breakdown of
Expenses" on page ).
The following table shows projections based on    estimated or
    historical expenses   , adjusted for current fees,     of each class of
each fund and are calculated as a percentage of average net assets of
   the applicable class of each     fund.
EQUITY FUNDS
           Operating Expenses         Class A       Class B         
 
OVERSEAS   Management fee             0.80             0.80         
                                      %                %            
 
           12b-1 fee                     0.65          1.00         
                                         %             %            
 
           Other expenses                0.67          0.53%[       
                                         %             A]           
 
           Total operating expenses   2.12             2.33         
                                      %                %            
 
 
<TABLE>
<CAPTION>
<S>                       <C>                                       <C>                    <C>              
EQUITY PORTFOLIO GROWTH   Management fee                                   0.62%   [       n/a              
                                                                       B]                                   
 
                          12b-1 fee                                    0.65                n/a              
                                                                       %                                    
 
                          Other expenses                               0.41%[C             n/a              
                                                                       ]                                    
 
                          Total operating expenses                     1.68                n/a              
                                                                       %                                    
 
GLOBAL RESOURCES          Management fee                            0.77                      0.77          
                                                                    %                         %             
 
                          12b-1 fee                                    0.65                   1.00          
                                                                       %                      %             
 
                          Other expenses                               0.65%[                 0.53%[A       
                                                                       C]                     ]             
 
                          Total operating expenses                     2.07                   2.30          
                                                                       %                      %             
 
GROWTH OPPORTUNITIES      Management fee                            0.69                   n/a              
                                                                    %                                       
 
                          12b-1 fee                                    0.65                n/a              
                                                                       %                                    
 
                          Other expenses                               0.28%[              n/a              
                                                                       C]                                   
 
                          Total operating expenses                     1.62                n/a              
                                                                       %                                    
 
STRATEGIC OPPORTUNITIES   Management fee                            0.67                   0.67             
                                                                    %                      %                
 
                          12b-1 fee (including 0.25% Shareholder       0.65                   1.00          
                          Service Fee for Class B shares)              %                      %             
 
                          Other expenses                               0.47%[                 0.47%[        
                                                                       D]                     A]            
 
                          Total operating expenses                     1.79                2.14             
                                                                       %                   %                
 
EQUITY INCOME             Management fee                               0.50                   0.50          
                                                                       %                      %             
 
                          12b-1 fee (including 0.25% Shareholder       0.65                   1.00          
                          Service Fee for Class B shares)              %                      %             
 
                          Other expenses                               0.49%[              0.49%[           
                                                                       C]                     A    ]        
 
                          Total operating expenses                  1.64                   1.99             
                                                                    %                      %                
 
INCOME & GROWTH           Management fee                            0.52                   n/a              
                                                                    %                                       
 
                          12b-1 fee                                    0.65                n/a              
                                                                       %                                    
 
                          Other expenses                               0.41%[              n/a              
                                                                       C]                                   
 
                          Total fund operating expenses                1.58                n/a              
                                                                       %                                    
 
</TABLE>
 
   [A] PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
[B] EFFECTIVE AUGUST 1, 1994, FMR VOLUNTARILY AGREED TO IMPLEMENT A
MANAGEMENT FEE REDUCTION FOR EQUITY PORTFOLIO GROWTH. THE INDIVIDUAL FUND
FEE RATE WAS REDUCED FROM 0.33% TO 0.30%. IF THIS AGREEMENT WAS NOT IN
EFFECT, THE MANAGEMENT FEE WOULD HAVE BEEN 0.65%.    
[   C    ] A PORTION OF THE BROKERAGE COMMISSIONS THAT THE FUNDS PAID WAS
USED TO REDUCE    OTHER     EXPENSES. WITHOUT THIS REDUCTION,    OTHER
    EXPENSES FOR CLASS A WOULD HAVE BEEN:    0.42% (    EQUITY PORTFOLIO
GROWTH   ); 0.68    %    (    GLOBAL RESOURCES   ); 0.29    %
   (    GROWTH OPPORTUNITIES   ); 0.52% (    EQUITY INCOME   ); AND
0.42    %    (    INCOME & GROWTH   ).    
[   D    ] INCLUDES THE EFFECT OF ANNUALIZING A VOLUNTARY REIMBURSEMENT OF
FEES BY FMR.
TAXABLE INCOME
      Operating Expenses   Class A   Class B   
 
 
<TABLE>
<CAPTION>
<S>                       <C>                                       <C>           <C>                      
EMERGING MARKETS INCOME   Management fee                            0.70          0.70                     
                                                                    %             %                        
 
                          12b-1 fee (including 0.25% Shareholder                  1.00                     
                          Service Fee for Class B shares)           0.25          %                        
                                                                    %                                      
 
                          Other expenses (after reimbursement)      0.55%[        0.55%[                   
                                                                       A    ]        A    ]                
 
                          Total operating expenses                  1.50          2.25                     
                                                                    %             %                        
 
HIGH YIELD                Management fee                            0.60          0.60                     
                                                                    %             %                        
 
                          12b-1 fee (including 0.25% Shareholder    0.25          1.00                     
                          Service Fee for Class B shares)           %             %                        
 
                          Other expenses                            0.35          0.   50    %[   A]       
                                                                    %                [B    ]               
 
                          Total operating expenses                  1.20             2.10                  
                                                                    %                    %                 
 
STRATEGIC INCOME          Management fee                            0.61          0.61                     
                                                                    %             %                        
 
                          12b-1 fee (including 0.25% Shareholder    0.25          1.00                     
                          Service Fee for Class B shares)           %             %                        
 
                          Other expenses (after reimbursement)      0.49%[        0.49%[                   
                                                                       A    ]        A    ]                
 
                          Total operating expenses                  1.35          2.10                     
                                                                    %             %                        
 
GOVERNMENT INVESTMENT     Management fee                            0.46          0.46                     
                                                                    %             %                        
 
                          12b-1 fee (including 0.25% Shareholder    0.25          1.00                     
                          Service Fee for Class B shares)           %             %                        
 
                          Other expenses (after reimbursement)      0.   29       0.   29    %[            
                                                                           %         A    ]                
 
                          Total operating expenses                     1.00       1   .75                  
                                                                           %             %                 
 
LIMITED TERM BOND         Management fee                            0.46          0.46                     
                                                                    %             %                        
 
                          12b-1 fee (including 0.25% Shareholder    0.25          1.00                     
                          Service Fee for Class B shares)           %             %                        
 
                          Other expenses (after reimbursement)      0.   29       0.   29    %[            
                                                                           %         A    ]                
 
                          Total operating expenses                     1.00       1.   75                  
                                                                           %             %                 
 
SHORT FIXED-INCOME        Management fee                            0.46          n/a                      
                                                                    %                                      
 
                          12b-1 fee    (Distribution fee)           0.15          n/a                      
                                                                    %                                      
 
                          Other expenses                            0   .36       n/a                      
                                                                           %                               
 
                          Total operating expenses                  0.97          n/a                      
                                                                    %                                      
 
</TABLE>
 
TAX-EXEMPT/MUNICIPAL
      Operating Expenses   Class A   Class B   
 
 
<TABLE>
<CAPTION>
<S>                             <C>                                       <C>           <C>                      
HIGH INCOME MUNICIPAL           Management fee                            0.41          0.41                     
                                                                          %             %                        
 
                                12b-1 fee (including 0.25% Shareholder    0.25          1.00                     
                                Service Fee for Class B shares)           %             %                        
 
                                Other expenses                            0.23          0.3   4    %   [A]       
                                                                          %                [B    ]               
 
                                Total operating expenses                  0.89          1.   75                  
                                                                          %                    %                 
 
LIMITED TERM TAX-EXEMPT         Management fee                            0.41          0.41                     
                                                                          %             %                        
 
                                12b-1 fee (including 0.25% Shareholder    0.25          1.00                     
                                Service Fee for Class B shares)           %             %                        
 
                                Other expenses (after reimbursement)      0.   3    4   0.   3    4%[            
                                                                          %                A    ]                
 
                                Total operating expenses                     1.00       1.   7    5              
                                                                                 %      %                        
 
SHORT-INTERMEDIATE TAX-EXEMPT   Management fee                            0.41          n/a                      
                                                                          %                                      
 
                                12b-1 fee     (Distribution fee)          0.15          n/a                      
                                                                          %                                      
 
                                Other expenses (after reimbursement)      0.   34       n/a                      
                                                                                 %                               
 
                                Total fund operating expenses             0.   90       n/a                      
                                                                                 %                               
 
</TABLE>
 
[   A    ] PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
   [B] AFTER REIMBURSEMENT.    
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
 
<TABLE>
<CAPTION>
<S>                       <C>               <C>           <C>              <C>           
                                            Examples                                     
 
                                            Class A       Class B          Class B       
                                            (1)           (1)              (2)           
 
OVERSEAS                  After 1 year      $68              $64[A]           $24        
 
                          After 3           $111             $103[A]          $73        
                          years                                                          
 
                          After 5           $156             $135[A]          $125       
                          years                                                          
 
                          After 10          $281             $250             $250       
                          years   [B]                                                    
 
EQUITY PORTFOLIO GROWTH   After 1 year      $64           n/a              n/a           
 
                          After 3           $9   8        n/a              n/a           
                          years                                                          
 
                          After 5           $13   4       n/a              n/a           
                          years                                                          
 
                          After 10          $23   7       n/a              n/a           
                          years                                                          
 
GLOBAL RESOURCES          After 1 year      $68              $63[A]           $23        
 
                          After 3           $10   9          $102[A]          $72        
                          years                                                          
 
                          After 5           $1   54          $133[A]          $123       
                          years                                                          
 
                          After 10          $276             $247             $247       
                          years   [B]                                                    
 
GROWTH OPPORTUNITIES      After 1 year      $63           n/a              n/a           
 
                          After 3           $96           n/a              n/a           
                          years                                                          
 
                          After 5           $131          n/a              n/a           
                          years                                                          
 
                          After 10          $231          n/a              n/a           
                          years                                                          
 
STRATEGIC OPPORTUNITIES   After 1 year      $65           $6   2    [A]    $2   2        
 
                          After 3           $101          $9   7    [A]    $   67        
                          years                                                          
 
                          After 5           $140          $12   5    [A]   $11   5       
                          years                                                          
 
                          After 10          $248          $2   30          $2   30       
                          years[B]                                                       
 
EQUITY INCOME             After 1 year      $64           $6   0    [A]    $2   0        
 
                          After 3           $99           $9   2    [A]    $6   2        
                          years                                                          
 
                          After 5           $135          $1   17    [A]   $1   07       
                          years                                                          
 
                          After 10          $239          $2   14          $2   14       
                          years[B]                                                       
 
INCOME & GROWTH           After 1 year      $63           n/a              n/a           
 
                          After 3           $95           n/a              n/a           
                          years                                                          
 
                          After 5           $129          n/a              n/a           
                          years                                                          
 
                          After 10          $226          n/a              n/a           
                          years                                                          
 
</TABLE>
 
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION TO CLASS A SHARES AFTER SIX YEARS.
TAXABLE INCOME
 
<TABLE>
<CAPTION>
<S>                       <C>            <C>        <C>              <C>           
                                         Examples                                  
 
                                         Class A    Class B          Class B       
                                         (1)        (1)              (2)           
 
EMERGING MARKETS INCOME   After 1 year   $62        $63[A]           $23           
 
                          After 3        $93        $100[A]          $70           
                          years                                                    
 
                          After 5        $125       $130[A]          $120          
                          years                                                    
 
                          After 10       $218       $222             $222          
                          years[B]                                                 
 
HIGH YIELD                After 1 year   $59        $   61    [A]    $2   1        
 
                          After 3        $84        $   96    [A]    $6   6        
                          years                                                    
 
                          After 5        $110       $1   23    [A]   $1   13       
                          years                                                    
 
                          After 10       $186       $   206          $   206       
                          years[B]                                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>            <C>           <C>              <C>           
STRATEGIC INCOME        After 1 year   $61           $61[A]           $21           
 
                        After 3        $88           $96[A]           $66           
                        years                                                       
 
                        After 5        $118          $123[A]          $113          
                        years                                                       
 
                        After 10       $202          $206             $206          
                        years[B]                                                    
 
GOVERNMENT INVESTMENT   After 1 year   $5   7        $5   8    [A]    $1   8        
 
                        After 3        $   78        $   85    [A]    $   55        
                        years                                                       
 
                        After 5        $   100       $   105    [A]   $   95        
                        years                                                       
 
                        After 10       $1   64       $   168          $   168       
                        years[B]                                                    
 
LIMITED TERM BOND       After 1 year   $5   7        $5   8    [A]    $1   8        
 
                        After 3        $   78        $8   5    [A]    $   55        
                        years                                                       
 
                        After 5        $   100       $10   5    [A]   $9   5        
                        years                                                       
 
                        After 10       $1   64       $1   68          $1   68       
                        years[B]                                                    
 
SHORT FIXED-INCOME      After 1 year   $25           n/a              n/a           
 
                        After 3        $45           n/a              n/a           
                        years                                                       
 
                        After 5        $68           n/a              n/a           
                        years                                                       
 
                        After 10       $132          n/a              n/a           
                        years                                                       
 
</TABLE>
 
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION TO CLASS A SHARES AFTER SIX YEARS.
TAX-EXEMPT/MUNICIPAL
            Examples                         
 
            Class A    Class B    Class B    
            (1)        (1)        (2)        
 
 
<TABLE>
<CAPTION>
<S>                             <C>            <C>           <C>              <C>           
HIGH INCOME MUNICIPAL           After 1 year   $56           $5   8    [A]    $1   8        
 
                                After 3        $75           $8   5    [A]    $   55        
                                years                                                       
 
                                After 5        $94           $   105    [A]   $   95        
                                years                                                       
 
                                After 10       $152          $1   68          $1   68       
                                years[B]                                                    
 
LIMITED TERM TAX-EXEMPT         After 1 year   $5   7        $5   8    [A]    $1   8        
 
                                After 3        $7   8        $8   5    [A]    $5   5        
                                years                                                       
 
                                After 5        $   100       $10   5    [A]   $9   5        
                                years                                                       
 
                                After 10       $1   64       $1   68          $1   68       
                                years[B]                                                    
 
SHORT-INTERMEDIATE TAX-EXEMPT   After 1 year   $   24        n/a              n/a           
 
                                After 3        $   43        n/a              n/a           
                                years                                                       
 
                                After 5        $   64        n/a              n/a           
                                years                                                       
 
                                After 10       $   124       n/a              n/a           
                                years                                                       
 
</TABLE>
 
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION TO CLASS A SHARES AFTER SIX YEARS.
       
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to reimburse Class A and Class B of    certain
funds     to the extent that total operating expenses as a percentage of
their respective average net assets exceeds the following:    for Emerging
Markets Income 1.50% (Class A) and 2.25% (Class B); for High Yield 1.35%
(Class A) and 2.10% (Class B);     for Strategic Income 1.35% (Class A) and
2.10% (Class B); for Government Investment    1.00    % (Class A) and
1.7   5    % (Class B); for Limited Term Bond    1.00    % (Class A) and
1.   75    % (Class B);    for Short Fixed-Income 1.00% (Class A); for High
Income Municipal 1.00% (Class A) and 1.75% (Class B);     for Limited Term
Tax-Exempt    1.00    % (Class A) and 1.   75    % (Class B); and for
Short-Intermediate Tax-Exempt 0.   90    % (Class A). If these agreements
were not in effect, other expenses would have been the following amounts as
a percentage of average net assets:
      Other Expenses             
 
      Class            Class B   
      A                          
 
Emerging Markets Income [   A    ]          1.20%             0.90%           
 
   High Yield[A]                                   n/a        0.60%           
 
Strategic Income [   A    ]                 1.64%             0.89%           
 
Government Investment                       0.76%             1.16%   [       
                                                                A]            
 
Limited Term Bond                           0.43%             1.00%   [       
                                                                A]            
 
   High Income Municipal[A]                       n/a         0.68%           
 
Limited Term Tax-Exempt                     0.38%             0.95%   [       
                                                                A]            
 
Short-Intermediate Tax-Exempt [   A    ]    0.98%                    n/a      
 
[   A    ] ANNUALIZED
Interest, taxes, brokerage commissions, or extraordinary expenses are not
included in these expense limitations.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow and each fund's financial
statements are included in its Annual Report    and have been audited by
Coopers & Lybrand L.L.P. or Price Waterhouse LLP (Overseas)    . Their
reports on the financial statements and financial highlights are included
in each Annual Report. The financial statements, the financial highlights,
and the reports are incorporated by reference into the funds' SAI, which
may be obtained free of charge from FDC    or your Investment
Professional    .
   On July 3, 1995 each fund (except Equity Portfolio Growth, Equity
Income, Limited Term Bond, and Limited Term Tax-Exempt) is expected to
commence sale of Institutional Class shares, and Overseas and Global
Resources are expected to commence sales of Class B shares.    
OVERSEAS
 
 
<TABLE>
<CAPTION>
<S>                                                   <C>               <C>             <C>        <C>             <C>            
1.Selected Per-Share Data and Ratios                  2.                3.              4.Class    5.                             
                                                                                        A                                         
 
6.Years ended October 31                             1990   B           1991            1992       1993            1994           
 
7.Net asset value, beginning of period               $ 10.00           $ 9.55          $ 9.78     $ 9.07          $ 12.93        
 
8.Income from Investment Operations                  
 
9. Net investment income                             .05               .14             .05        .03             .0   1        
 
10. Net realized and unrealized gain (loss) on 
investments                                         (.50)             .17             (.62)      3.93            1.1   4       
 
11. Total from investment operations                 (.45)             .31             (.57)      3.96            1.15          
 
12.Less Distributions                                
 
13. From net investment income                       --                (.07)           (.14)      (.07)           --            
 
14. From net realized gain                           --                (.01)   E       --         (.03)           (.02)         
 
15. Total distributions                              --                (.08)           (.14)      (.10)           (.02)         
 
16.Net asset value, end of period                    $ 9.55            $ 9.78          $ 9.07     $ 12.93         $ 14.06        
 
17.Total return   C                                  (4.50)%   D       3.25%           (5.88)%    44.13%          8.91%         
                                                                                                                                 
 
18.Net assets, end of period (000 omitted)           $ 18,161          $ 19,091        $ 18,652   $ 221,37        $ 653,77       
                                                                                                  0               4              
 
19.Ratio of expenses to average net assets           3.07%             2.85%           2.64%      2.38%           2.12%         
                                                        A,F                                                                     
 
20.Ratio of net investment income to average net 
assets                                               1.45%A            1.48%           .48%       (.18)%          .05%          
 
21.Portfolio turnover rate                           137%A             226%            168%       42%             34%           
 
</TABLE>
 
       A    1.ANNUALIZED.
    B    2.APRIL 23, 1990 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1990.
    C    TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
    D    THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIOD SHOWN.
    E    INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN
CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
    F    EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE LIMITATION.    
EQUITY PORTFOLIO GROWTH
 
 
 
<TABLE>
<CAPTION>
<S>                                       
<C>      <C>       <C>       <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>           
 
3.Selected Per-Share Data and                        Institutional                                         Class A    
Ratios                                               Class                                                             
 
4.Years ended November 30                 
1985     1986      1987      1988     1989      1990      1991      1992      1993      1994      1992C     1993      1994          
 
 
5.Net asset value, beginning of           
$ 8.03   $ 11.09   $ 13.18   $ 9.92   $ 12.02   $ 17.32   $ 15.55   $ 24.28   $ 26.37   $ 29.74   $ 23.78   $ 26.33   $ 29.50      
period                                                                                      
 
6.Income from Investment                                                                    
Operations                                                                                  
 
7. Net investment income    (loss)         
 .01      .03          .00D    .28G   .06       .01       .04       .17   D    .19D     .30       .01   D    (.07)D   .08           
 
8. Net realized and unrealized             
3.05     2.41      (2.03)    2.59     5.50      .34       8.69      4.55      3.78      .42       2.54      3.82      .39           
gain                                                                                         
 (loss) on investments                                                                      
 
9. Total from investment                   
3.06     2.44      (2.03)    2.87     5.56      .35       8.73      4.72      3.97      .72       2.55      3.75      .47          
operations                                                                                   
 
10.Less Distributions                                                                       
 
11. From net investment                    
- --       (.02)     (.01)     (.01)    (.26)     (.08)     --        (.03)     (.10)     (.11)     --        (.08)     --            
income                                                                                      
 
12. From net realized gain                 
- --       (.33)     (1.22)    (.76)    --        (2.04)    --        (2.60)    (.50)     (1.45)    --        (.50)     (1.45)  
 
13. Total distributions                    
- --       (.35)     (1.23)    (.77)    (.26)     (2.12)    --        (2.63)    (.60)     (1.56)    --        (.58)     (1.45)  
 
14.Net asset value, end of                
$ 11.09  $ 13.18   $ 9.92    $ 12.02  $ 17.32   $ 15.55   $ 24.28   $ 26.37   $ 29.74   $ 28.90   $ 26.33   $ 29.50   $ 28.52 
period                                                                                      
 
15.Total return   E,F                        
38.11%   22.55%    (17.12)   29.77%   47.18%    2.75%     56.14%    21.14%    15.36%    2.46%     10.72%    14.52%    1.58%   
                   %                                                                                                          
 
16.Net assets, end of period              
$ 23,44  $ 63,60   $ 43,53   $ 20,18  $ 24,52   $ 27,47   $ 68,76   $ 179,3   $ 296,4   $ 410,45  $ 22,65   $ 377,8   $ 874,17
(000 omitted)                             
7        7         7         2        3         3         6         25        66        0         5         94        2            
 
17.Ratio of expenses to                    
1.50%I   1.07%     1.11%     1.47%    1.60%     1.74%     1.13%     .98%      .94%H     .84%H     1.47%A    1.84%H    1.70%H
average net assets                                                                          
 
18.Ratio of expenses to                    
1.50%I   1.07%     1.11%     1.47%    1.60%     1.74%     1.13%     .98%      .95%H     .86%H     1.47%A    1.85%H    1.71%H
average net                                                                                 
assets before expense                                                                      
reductions                                                                                   
 
19.Ratio of net investment                 
 .43%     .29%         --     1.20%    .38%      .07%      .25%      .73%      .66%      1.00%     .25%A      (.24)%    15%        
income     (loss)                                                                           
to average net assets                                                                       
 
20.Portfolio turnover                      
108%     115%      226%      331%     269%      262%      254%      240%      160%      137%      240%      160%      137%       
 
</TABLE>
 
   GLOBAL RESOURCES    
 
 
 
<TABLE>
<CAPTION>
<S>                                                                            
<C>              <C>              <C>               <C>               <C>               <C>               <C>               
   21.Selected Per-Share Data and Ratios                                       
   22.              23.              24.               25.Clas           26.               27.                              
                                                       s A                                                                  
 
   28.Years ended October 31                                                   
   1988B             1989             1990              1991K              1992              1993              1994D           
 
   29.Net asset value, beginning of period                                     
   $ 10.00          $ 11.47          $ 12.60           $ 12.30           $ 14.11           $ 13.88           $ 17.59        
 
   30.Income from Investment Operations                                        
                                                                                                                            
 
   31. Net investment income (loss)                                            
    (.05)            .10J              (.10)             (.15)             (.10)             .22               (.11)         
 
   32. Net realized and unrealized gain (loss) on investments                  
    1.52             1.96             .93               2.45              .79               4.91              .76           
 
   33. Total from investment operations                                        
    1.47             2.06             .83               2.30              .69               5.13              .65           
 
   34.Less Distributions                                                       
                                                                                                                            
 
   35. From net investment income                                              
    --               --               (.08)             --                --                --                --            
 
   36. From net realized gain                                                  
    --               (.93)            (1.05)            (.49)             (.92)             (1.42)            (.68)         
 
   37. Total distributions                                                     
    --               (.93)            (1.13)            (.49)             (.92)             (1.42)            (.68)         
 
   38.Net asset value, end of period                                           
   $ 11.47          $ 12.60          $ 12.30           $ 14.11           $ 13.88           $ 17.59           $ 17.56        
 
   39.Total returnE,F                                                            
    14.70%           19.63%           6.37%             19.50%            5.97%             41.05%            3.97%         
 
   40.Net assets, end of period (000 omitted)                                  
   $ 916            $ 2,049          $ 4,615           $ 5,940           $ 7,087           $ 40,309          $ 199,36       
                                                                                                             1              
 
   41.Ratio of expenses to average net assets                                  
    2.85%            3.23%            3.34%I            3.35%I            3.27%I            2.62%H            2.07%H         
 
   42.Ratio of expenses to average net assets before expense reductions        
    2.85%            3.23%            3.34%I            3.35%I            3.27%I            2.63%H            2.10%H         
 
   43.Ratio of net investment income (loss) to average net assets              
    (.64)%           .83%             (1.13)%           (1.28)%           (1.22)%           (1.18)%           (.67)%        
 
   44.Portfolio turnover rate                                                  
    220%             249%             229%              256%              248%              208%              125%          
 
</TABLE>
 
       A    ANNUALIZED
    B    DECEMBER 29, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31,
1988.
    C    COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.
    D    NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED
ON AVERAGE SHARES OUTSTANDING.
    E    TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
    F    THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
    G    DURING THE PERIOD A SHAREHOLDER REDEEMED A SIGNIFICANT PORTION OF
THE ASSETS OF THE FUND. DUE TO THE TIMING OF THIS TRANSACTION, THE FUND
EXPERIENCED AN UNUSUALLY HIGH LEVEL OF INVESTMENT INCOME PER SHARE.
    H    FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.
    I    EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION.
    J    NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.17 PER SHARE.
    K    AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF
EQUALIZATION ACCOUNTING.
GROWTH OPPORTUNITIES    
 
 
 
<TABLE>
<CAPTION>
<S>                                                                            
<C>              <C>               <C>               <C>               <C>               <C>                <C>                
   45.Selected Per-Share Data and Ratios                                       
                                                        Class A                                                                
 
   46.Years ended October 31                                                   
   1988B             1989              1990              1991              1992              1993               1994            
 
   47.Net asset value, beginning of period                                     
   $ 10.00          $ 14.27           $ 16.53           $ 12.99           $ 20.58           $ 21.14            $ 25.39         
 
   48.Income from Investment Operations                                        
                                                                                                                               
 
   49. Net investment income                                                   
    .05              .02               .18D               .06               .14               .08                .22            
 
   50. Net realized and unrealized gain (loss) on investments                  
    4.22             3.03              (2.50)            7.70              2.04              5.56               1.92           
 
   51. Total from investment operations                                        
    4.27             3.05              (2.32)            7.76              2.18              5.64               2.14           
 
   52.Less Distributions                                                       
                                                                                                                               
 
   53. From net investment income                                              
    --               (.03)             (.05)             (.17)             (.09)             (.13)              (.07)          
 
   54. From net realized gain                                                  
    --               (.76)             (1.17)            --                (1.53)            (1.26)             (.84)          
 
   55. Total distributions                                                     
    --               (.79)             (1.22)            (.17)             (1.62)            (1.39)             (.91)          
 
   56.Net asset value, end of period                                           
   $ 14.27          $ 16.53           $ 12.99           $ 20.58           $ 21.14           $ 25.39            $ 26.62         
 
   57.Total returnF,G                                                            
    42.70%           22.69%            (15.05)           60.25%            12.09%            28.11%             8.71%          
                                      %                                                                                        
 
   58.Net assets, end of period (000 omitted)                                  
   $ 8,097          $ 34,351          $ 51,122          $ 213,09          $ 580,59          $ 2,054,9          $ 4,598,6       
                                                        5                 5                 88                 68              
 
   59.Ratio of expenses to average net assets                                  
    2.52%A,I           2.45%             2.00%             1.73%             1.60%             1.64%E              1.62%E          
 
   60.Ratio of expenses to average net assets before expense reductions        
    2.52%A,I           2.45%             2.00%             1.73%             1.60%             1.65%E              1.63%E          
 
   61.Ratio of net investment income to average net assets                     
    .82%A             .31%              1.49%             .47%              .80%              .43%               1.12%          
 
   62.Portfolio turnover rate                                                  
    143%A             163%              136%              142%              94%               69%                43%            
 
</TABLE>
 
   STRATEGIC OPPORTUNITIES - INITIAL CLASS    
 
 
 
<TABLE>
<CAPTION>
<S>                                                         
<C>        <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>          <C>    
    63.Selected Per-Share Data and Ratios                
 
 64.Years ended September 30                            
1985        1986        1987        1988        1989        1990        1991        1992H       1993        1994         1994C      
 
 65.Net asset value, beginning of period                
$ 11.05     $ 12.70     $ 16.71     $ 19.13     $ 15.65     $ 19.77     $ 17.37     $ 21.55     $ 19.72     $ 22.72      $ 20.23    
 
 66.Income from Investment Operations                   
 
 67. Net investment income                               
 .35         .36         .53         .48         .64         .80         .77         .73         .45         .54J         .13J      
 
 68. Net realized and unrealized gain (loss) on          
1.56        5.05        2.95        (1.80)      4.08        (2.49)      4.26        .58         4.46        (.81)        (.74)     
 investments                                                                                                  
 
 69. Total from investment operations                    
1.91        5.41        3.48        (1.32)      4.72        (1.69)      5.03        1.31        4.91        (.27)        (.61)     
 
 70.Less Distributions                                  
 
 71. From net investment income                          
(.06)       (.24)       (.09)       (.25)       (.60)       (.71)       (.85)       (.72)       (.70)       (.51)        (.50)     
 
 72. From net realized gain                              
(.20)       (1.16)      (.97)       (1.91)      -           -           -           (2.42)      (1.21)      (1.71)       (.26)     
 
 73. Total distributions                                 
(.26)       (1.40)      (1.06)      (2.16)      (.60)       (.71)       (.85)       (3.14)      (1.91)      (2.22)       (.76)     
 
 74.Net asset value, end of period                      
$ 12.70     $ 16.71     $ 19.13     $ 15.65     $ 19.77     $ 17.37     $ 21.55     $ 19.72     $ 22.72     $ 20.23      $ 18.86    
 
 75.Total returnF,G                                        
17.64%      46.10       21.87       (4.63)      31.19       (8.96)      30.01       7.89%       26.98       (1.51)%      (3.02)    
            %           %           %           %           %           %                       %                        %          
 
 76.Net assets, end of period (000 omitted)             
$ 13,60     $ 31,99     $ 27,80     $ 19,22     $ 19,78     $ 15,98     $ 19,19     $ 17,93     $ 20,70     $ 18,850     $ 17,58    
2           1           9           1           0           8           3           3           7                        3          
 
 77.Ratio of expenses to average net assets              
1.50%K      1.50%K      1.30%K      1.49%K      .64%L       1.03%       1.00%       .87%        .89%M       1.14%E       1.11%A,E  
 
 78.Ratio of expenses to average net assets before       
1.50%K      1.50%K      1.30%K      1.49%K      1.04%       1.03%       1.00%       .87%        1.05%       1.15%E       1.14%A,E  
 expense reductions                                                            ,          
 
 79.Ratio of net investment income to average net        
2.87%       2.40%       2.88%       3.31%       4.08%       4.21%       4.12%       3.78%       2.74%       2.60%        2.65%A    
 assets                                                                                                   
 
 80.Portfolio turnover                                   
214%        225%        225%        160%        89%         114%        223%        211%        183%        159%         228%A    
 
</TABLE>
 
       A    ANNUALIZED.
    B    NOVEMBER 18, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31,
1988.
    C    FOR THE THREE MONTHS ENDED DECEMBER 31, 1994.
    D    NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.09 PER SHARE.
    E    FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.
    F    TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
    G    THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
    H    AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF
EQUALIZATION ACCOUNTING.
    I    EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION.
    J    NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
    K    EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION. IN ADDITION, DURING THE PERIOD JULY 1, 1986 THROUGH OCTOBER 31,
1987 FMR WAIVED .05% OF THE ANNUAL INDIVIDUAL FUND FEE OF .35%.
    L    INCLUDES REIMBURSEMENT OF $.08 PER SHARE FROM FIDELITY SERVICE
COMPANY FOR ADJUSTMENTS TO PRIOR PERIODS FEES.
    M    INCLUDES REIMBURSEMENT OF $.03 PER SHARE FROM FMR FOR ADJUSTMENTS
TO PRIOR PERIODS' FEES.
STRATEGIC OPPORTUNITIES    
 
 
 
<TABLE>
<CAPTION>
<S>                                               
<C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>          <C>          <C>         <C>      
    81.Selected Per-Share Data and ratios                              Class A                              Class B         
 
 82.Years ended September 30                  
1986B     1987      1988      1989      1990      1991      1992I     1993        1994         1994E        1994D       1994E       
 
 83.Net asset value, beginning of period      
$ 17.81   $ 16.71   $ 19.06   $ 15.53   $ 19.55   $ 17.21   $ 21.38   $ 19.53     $ 22.52      $ 19.96      $ 19.65     $ 19.98     
 
 84.Income from Investment Operations                      
 
 85. Net investment income                     
 .08J      .46       .42       .50       .70       .66       .61       .33         .39P         .10P         .05P        .06P        
 
 86. Net realized and unrealized gain          
(1.18)    2.95      (1.80)    4.08      (2.49)    4.26      .58       4.44        (.81)        (.75)        .28         (.74)      
 (loss) on investments                                                                                                 
 
 87. Total from investment operations          
(1.10)    3.41      (1.38)    4.58      (1.79)    4.92      1.19      4.77        (.42)        (.65)        .33         (.68)      
 
 88.Less Distributions                                     
 
 89. From net investment income                
- --        (.09)     (.24)     (.56)     (.55)     (.75)     (.62)     (.57)       (.43)        (.35)        --          (.47)      
 
 90. From net realized gain                    
- --        (.97)     (1.91)    --        --        --        (2.42)    (1.21)      (1.71)       (.26)        --          (.26)      
 
 91. Total distributions                       
- --        (1.06)    (2.15)    (.56)     (.55)     (.75)     (3.04)    (1.78)      (2.14)       (.61)        --          (.73)      
 
 92.Net asset value, end of period            
$ 16.71   $ 19.06   $ 15.53   $ 19.55   $ 17.21   $ 21.38   $ 19.53   $ 22.52     $ 19.96      $ 18.70      $ 19.98     $ 18.57     
 
 93.Total returnG,H                              
(6.23)    21.28%    (4.98)    30.45%    (9.49)    29.51%    7.26%     26.33%      (2.24)%      (3.26)%      1.68%       (3.41)%    
%                   %                   %       
 
 94.Net assets, end of period (000            
$ 22,14   $ 283,1   $ 191,4   $ 198,1   $ 172,0   $ 199,6   $ 194,7   $ 269,8     $ 385,34     $ 375,69     $ 8,824     $ 17,090    
 omitted)                                     
1         17        54        74        86        04        10        83          9            1         
 
 95.Ratio of expenses to average net           
1.50%A,K  1.67%K    1.71%     1.51%     1.59%     1.56%     1.46%     1.57%L      1.84%        1.73%A,F,Q   2.63%A,F    2.53%A,F   
 assets 
 
 96.Ratio of expenses to average net           
1.50%A,K  1.67%K    1.71%     1.51%     1.59%     1.56%    1.46%      1.73%       1.85%        1.84%A,F     2.84%A,F    2.58%A,F   
 assets before expense reductions
 
 97.Ratio of net investment income to          
2.77%A    2.36%     3.10%     3.23%     3.70%    3.61%      3.22%     2.06%       1.89%        2.03%A       1.11%A      1.22%A     
 average net assets 
 
 98.Portfolio turnover                         
225%      225%      160%      89%       114%     223%      211%      183%         159%         228%A        159%        228%A     
 
</TABLE>
 
EQUITY INCOME
 
 
 
<TABLE>
<CAPTION>
<S>                               
<C>     <C>     <C>           <C>           <C>      <C>     <C>     <C>     <C>     <C>     <C>      <C>      <C>      <C>         
99.Selected Per-Share                          Institutional                                     Class A              Class B 
Data and Ratios                                Class                   
 
 Year   s     ended November 30   
1985    1986    1987          1988          1989     1990    1991    1992    1993    1994    1992C    1993     1994     1994D
 
100.Net asset value,              
$ 10.24 $ 11.95 $ 13.54       $ 10.93       $ 11.10  $ 12.27 $ 9.52  $ 11.08 $ 12.88 $ 14.93 $ 12.37  $ 12.86  $ 14.86  $ 15.21    
beginning of period   
 
101.Income from 
Investment Operations 
 
102. Net investment                
 .79     .78     .76           .75           .75      .69     .63O    .49     .39     .41P    .13      .33      .28P     .08P    
income    
 
103. Net realized and              
1.69    1.92    (1.53)        1.81          1.17     (2.42)  1.52    1.79    2.02    1.05    .47      1.97     1.03     .72        
unrealized  
 gain (loss) on  
investments 
 
104. Total from investment         
2.48    2.70    (.77)         2.56          1.92     (1.73)  2.15    2.28    2.41    1.46    .60      2.30     1.31     .80        
operations 
 
105.Less Distributions 
 
106. From net investment           
(.77)   (.77)   (.70)         (.74)         (.75)    (.72)   (.59)   (.48)   (.36)   (.32)   (.11)    (.30)    (.21)    (.07)      
income    
 
107. From net realized             
- --      (.34)   (1.14)        (1.65)        --       (.30)   --      --      --      --      --       --       --       --     
gain
 
108. Total distributions           
(.77)   (1.11)  (1.84)        (2.39)        (.75)    (1.02)  (.59)   (.48)   (.36)   (.32)      (.11) (.30)    (.21)    (.07)       
 
109.Net asset value, end          
$ 11.95 $ 13.54 $ 10.93       $ 11.10       $ 12.27  $ 9.52  $ 11.08 $ 12.88 $ 14.93 $ 16.07 $ 12.86  $ 14.86  $ 15.96  $ 15.94    
of period
 
110.Total return   G,H               
24.86   23.48   (7.28)        26.99         17.58    (14.90) 22.97   20.91   18.90   9.82%   4.88%    18.03    8.84%    5.25%    
%       %       %             %             %        %       %       %       %                        %                         
 
111.Net assets, end of            
$ 349,2 $ 544,2 $ 443,6       $ 436,7       $ 463,6  $ 253,0 $ 168,5 $ 139,3 $ 191,1 $ 197,5 $ 1,462  $ 42,32  $ 179,5  $ 35,37
period (000 omitted)              
62      69      03            53            96       49      90      91      38      33               6        01       3
 
112.Ratio of expenses to           
   .63% .61%    .54%N         .55%N         .55%N    .61%N   .67%N   .71%N   .79%F   .71%F   1.55%A   1.77%    1.64%F   2.18%A,F    
average net assets 
 
113.Ratio of expenses to           
   .63% .61%    .61%N         .65%N         .65%N    .71%N   .77%N   .79%N   .80%F   .73%F   1.55%A   1.77%    1.67%F   2.24%A,F    
average net assets before 
expense reductions   
 
114.Ratio of net                   
   7.36% 6.06%  5.58%         6.86%         6.09%    6.11%   5.66%   3.77%   3.00%   2.62%   3.39%A   2.02%    1.69%    1.15%A      
investment income  
to average net assets 
 
115.Portfolio turnover             
110%M   107%    137%          78%           93%      103%    91%     51%     120%    140%    51%      120%     140%     140%   
 
</TABLE>
 
       A    ANNUALIZED.
    B    AUGUST 20, 1986 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30,
1986.
    C    COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.
    D    COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
    E    FOR THE THREE MONTHS ENDED DECEMBER 31, 1994.
    F    FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.
    G    TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
    H    THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD FMR NOT REIMBURSED
CERTAIN EXPENSES DURING THE PERIODS SHOWN.
    I    AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF
EQUALIZATION ACCOUNTING.
    J    NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
UNDISTRIBUTED NET INVESTMENT INCOME PER SHARE AT THE END OF THE PERIOD LESS
THE AMOUNT OF UNDISTRIBUTED NET INVESTMENT INCOME PER SHARE OF THE FUND AT
AUGUST 20, 1986.
    K    EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION. IN ADDITION, DURING THE PERIOD JULY 1, 1986 THROUGH OCTOBER 31,
1987 FMR WAIVED .05% OF THE ANNUAL INDIVIDUAL FUND FEE OF .35%.
    L    INCLUDES REIMBURSEMENT OF $.03 PER SHARE FROM FMR FOR ADJUSTMENTS
TO PRIOR PERIODS' FEES.
    M    IN JULY 1985, THE SEC ADOPTED REVISIONS TO EXISTING RULES WITH
RESPECT TO THE CALCULATION OF THE PORTFOLIO TURNOVER RATE. THE REVISED
RULES REQUIRE THE INCLUSION IN THE CALCULATION OF LONG-TERM U.S. GOVERNMENT
SECURITIES WHICH, PRIOR TO THESE REVISIONS, WERE EXCLUDED FROM THE
CALCULATION.
    N    EFFECTIVE APRIL 1, 1987 TO SEPTEMBER 10, 1992, FMR REIMBURSED .10%
OF THE ANNUAL MANAGEMENT FEE OF .50%.
    O    INCLUDES $.04 PER SHARE FROM FOREIGN TAXES RECOVERED.
    P    NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
    Q    INCLUDES THE EFFECT OF ANNUALIZING A VOLUNTARY REIMBURSEMENT OF
FEES BY FMR.    
INCOME & GROWTH
 
 
 
<TABLE>
<CAPTION>
<S>                                                            
<C>             <C>             <C>             <C>             <C>             <C>          <C>          <C>             
116.Selected Per-Share Data and Ratios                          Class A   
 
117.Years ended October 31                                     
1987B            1988            1989            1990            1991            1992         1993         1994            
 
118.Net asset value, beginning of period                       
$ 10.00         $ 9.44          $ 11.07         $ 12.77         $ 10.41         $ 14.13      $ 14.41      $ 15.91         
 
119.Income from Investment Operations                
 
120. Net investment income                                      
 .27             .62             1.01G            .56             .51             .50          .48          .38            
 
121. Net realized and unrealized gain (loss) on investments     
(.63)           1.56            1.27            (1.34)          3.74            .85          2.18         (.79)          
 
122. Total from investment operations                           
(.36)           2.18            2.28            (.78)           4.25            1.35         2.66         (.41)          
 
123.Less Distributions                              
 
124. From net investment income                                 
(.20)           (.55)           (.58)           (1.06)          (.53)           (.46)        (.56)        (.   28    )   
 
   125. In excess of net investment income                     
    --              --              --              --              --              --           --           (.02)       
 
126. From net realized gain                                     
- --              --              --              (.52)           --              (.61)        (.60)        (.49)          
 
   127. Return of Capital                                      
    --              --              --              --              --              --           --           (.04)       
 
128. Total distributions                                        
(.20)           (.55)           (.58)           (1.58)          (.53)           (1.07)       (1.16)       (.83)          
 
129.Net asset value, end of period                             
$ 9.44          $ 11.07         $ 12.77         $ 10.41         $ 14.13         $ 14.41      $ 15.91      $ 14.67         
 
130.Total return   E,F                                            
(3.90)%         23.66%          21.15%          (7.15)%         41.73%          10.27%       19.66%       (2.69)%        
 
131.Net assets, end of period (000 omitted)                    
$ 34,376        $ 36,224        $ 46,139        $ 60,934        $ 135,53        $ 397,67     $ 1,654,1    $ 3,128,7       
                                                                3               2            24           76              
 
132.Ratio of expenses to average net assets                     
2.06%A          2.06%           1.91%           1.85%           1.71%           1.60%        1.51%H        1.58%H          
 
133.Ratio of expenses to average net assets before expense      
   2.06%A           2.06%           1.91%           1.85%           1.71%        1.60%        1.52%H        1.59%H          
reductions                                           
 
134.Ratio of net investment income to average net assets        
3.95%A           5.83%           8.80%           5.29%           4.19%           3.97%        3.24%        3.79%          
 
135.Portfolio turnover rate                                     
206%A            204%            151%            297%            220%            389%         200%            202    %    
 
</TABLE>
 
   EMERGING MARKETS INCOME    
 
<TABLE>
<CAPTION>
<S>                                                                             <C>               <C>               
   136.Selected Per-Share Data and Ratios                                          Class A           Class B        
 
   137.Year ended December 31                                                      1994C              1994D           
 
   138.Net asset value, beginning of period                                        $ 10.000          $ 9.700        
 
   139.Income from Investment Operations                                                                            
 
   140. Net investment income                                                       .356              .167          
 
   141. Net realized and unrealized gain (loss) on investments                      (.073)            .227          
 
   142. Total from investment operations                                            .283              .394          
 
   143.Less Distributions                                                                                           
 
   144. From net investment income                                                  (.353)            (.220)        
 
   145. In excess of net investment income                                          (.150)            (.094)        
 
   146. From net realized gain                                                      (.010)            (.010)        
 
   147. In excess of net realized gain                                              (.250)            (.250)        
 
   148. Total distributions                                                         (.763)            (.574)        
 
   149.Net asset value, end of period                                              $ 9.520           $ 9.520        
 
   150.Total returnE,F                                                                2.47%             3.67%         
 
   151.Net assets, end of period (000 omitted)                                     $ 30,029          $ 5,034        
 
   152.Ratio of expenses to average net assets                                      1.50%A             2.25%A         
 
   153.Ratio of expenses to average net assets before expense reductions            2.15%A             2.60%A,I       
 
   154.Ratio of net investment income to average net assets                         6.60%A             5.86%A         
 
   155.Portfolio turnover                                                           354%A              354%A          
 
</TABLE>
 
       A    ANNUALIZED.
    B    JANUARY 6, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
    C    3.MARCH 10, 1994 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31,
1994.
    D    COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
    E    TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
    F    THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
    G    NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $ .26 PER SHARE.
    H    FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES. 
    I    1.EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE LIMITATION.
HIGH YIELD    
 
 
 
<TABLE>
<CAPTION>
<S>                                                         
<C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>           <C>            
    2.Selected Per-Share Data and Ratios                        Class A                                    Class B
 
 3.Years ended October 31                               
1987B        1988         1989         1990         1991         1992         1993         1994          1994D       
 
 4.Net asset value, beginning of period                 
$ 10.000     $ 9.090      $ 9.860      $ 8.970      $ 8.150      $ 10.120     $ 11.070     $ 12.010      $ 11.300    
 
 5.Income from Investment Operations                                                                                            
 
 6. Net investment income                                
 .878         1.165        1.237        1.144        1.115        1.146        .980         .848          .223       
 
 7. Net realized and unrealized gain (loss) on           
(.910)       .770         (.890)       (.820)       1.948        .975         1.153        (.537)        (.118)     
 investments                                                                                                                   
 
 8. Total from investment operations                     
(.032)       1.935        .347         .324         3.063        2.121        2.133        .311          .105       
 
 9.Less Distributions                                                                                                          
 
 10. From net investment income                          
(.878)       (1.165)      (1.237)      (1.144)      (1.093)      (1.171)      (.963)       (.851)I       (.195)     
 
 11. From net realized gain                              
- --           --           --           --           --           --           (.230)       (.250)I       --         
 
 12. Total distributions                                 
(.878)       (1.165)      (1.237)      (1.144)      (1.093)      (1.171)      (1.193)      (1.101)       (.195)     
 
 13.Net asset value, end of period                      
$ 9.090      $ 9.860      $ 8.970      $ 8.150      $ 10.120     $ 11.070     $ 12.010     $ 11.220      $ 11.210    
 
 14.Total returnE,F                                        
(.81)%       22.14%       3.34%        3.58%        39.67%       21.96%       20.47%       2.64%         .93%       
 
 15.Net assets, end of period (000 omitted)             
$ 9,077      $ 11,900     $ 13,315     $ 15,134     $ 38,681     $ 136,31     $ 485,55     $ 679,623     $ 16,959    
                                                                 6            9                                                
 
 16.Ratio of expenses to average net assets              
1.24%A       1.10%        1.10%        1.10%        1.10%        1.10%        1.11%        1.20%         2.20%A      
 
 17.Ratio of expenses to average net assets before       
2.25%A,G     2.22%        2.17%        2.04%        1.76%        1.16%        1.11%        1.20%         2.20%A      
 expense reductions                                                                                                            
 
 18.Ratio of net investment income to average net        
10.74%A      11.86%       12.98%       12.72%       12.20%       9.95%        8.09%        6.92%         5.92%A      
 assets                                                                                                                         
 
 19.Portfolio turnover                                   
166%A        135%         131%         90%          103%         100%         79%          118%          118%           
 
</TABLE>
 
   STRATEGIC INCOME    
 
<TABLE>
<CAPTION>
<S>                                                                            <C>               <C>               
   20.Selected Per-Share Data and Ratios                                          Class A           Class B        
 
   21.Year ended December 31                                                      1994C              1994C           
 
   22.Net asset value, beginning of period                                        $ 10.000          $ 10.000       
 
   23.Income from Investment Operations                                                                            
 
   24. Net investment income                                                       .064H              .072H          
 
   25. Net realized and unrealized gain (loss) on investments                      (.046)            (.078)        
 
   26. Total from investment operations                                            .018              (.006)        
 
   27.Less Distributions                                                                                           
 
   28. From net investment income                                                  (.098)            (.084)        
 
   29.Net asset value, end of period                                              $ 9.920           $ 9.910        
 
   30.Total returnE,F                                                                .17%              (.06)%        
 
   31.Net assets, end of period (000 omitted)                                     $ 10,687          $ 9,379        
 
   32.Ratio of expenses to average net assets                                      1.35%A             2.10%A         
 
   33.Ratio of expenses to average net assets before expense reductions            2.50%A,G            2.50%A,G        
                                                                                                                   
 
   34.Ratio of net investment income to average net assets                         5.80%A             5.06%A         
 
   35.Portfolio turnover                                                           104%A              104%A          
 
</TABLE>
 
       A    ANNUALIZED.
    B    JANUARY 5, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
    C    OCTOBER 31, 1994 (COMMENCEMENT OF SALES OF CLASS A & CLASS B
SHARES) TO DECEMBER 31, 1994.
    D    COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
    E    TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
    F    THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
    G    EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION.
    H    NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
    I    THE AMOUNT SHOWN REFLECTS CERTAIN RECLASSIFICATIONS RELATED TO
BOOK TO TAX DIFFERENCES.    
GOVERNMENT INVESTMENT
 
 
 
<TABLE>
<CAPTION>
<S>                                                         
<C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>              <C>              
36.Selected Per-Share Data and Ratios          Class A                                                      Class B          
 
37.Years ended October 31                                   
1987B        1988         1989         1990         1991         1992         1993         1994             1994D             
 
38.Net asset value, beginning of period                     
$ 10.000     $ 9.200      $ 9.260      $ 9.310      $ 9.150      $ 9.590      $ 9.730      $ 10.140         $ 9.100          
 
39.Income from Investment Operations                  
 
40. Net investment income                                    
 .614         .769         .773         .735         .700         .666         .567         .515             .144            
 
41. Net realized and unrealized gain (loss) on               
(.800)       .060         .050         (.160)       .419         .125         .601         (1.031)          (.137)          
investments                                         
 
42. Total from investment operations                         
(.186)       .829         .823         .575         1.119        .791         1.168        (.516)           .007            
 
43.Less Distributions                               
 
44. From net investment income                               
(.614)       (.769)       (.773)       (.735)       (.679)       (.651)       (.558)       (.504)H           (.157)H          
 
45. From net realized gain                                   
- --           --           --           --           --           --           (.200)       (.1   3    0)H    --              
 
   46. In excess of net realized gain on investments        
    --           --           --           --           --           --           --           (.030)           --           
 
47. Total distributions                                      
(.614)       (.769)       (.773)       (.735)       (.679)       (.651)       (.758)       (.664)              (.157)       
 
48.Net asset value, end of period                           
$ 9.200      $ 9.260      $ 9.310      $ 9.150      $ 9.590      $ 9.730      $ 10.140     $ 8.960          $ 8.950          
 
49.Total returnE,F                                             
(1.84)%      9.34%        9.37%        6.48%        12.65%       8.49%        12.53%       (5.27)%             0    .10%    
 
50.Net assets, end of period (000 omitted)                  
$ 4,584      $ 6,590      $ 8,203      $ 9,822      $ 13,058     $ 23,281     $ 69,876     $ 114,453        $ 2,062          
 
51.Ratio of expenses to average net assets                   
1.29%A        1.10%        1.10%        1.10%        1.10%        1.10%        .68%         .74%             1.70%A           
 
52.Ratio of expenses to average net assets before            
2.36%A        2.25%        2.75%        2.74%        2.46%        1.79%        1.32%        1.47%            2.62%A           
expense reductions                                  
 
53.Ratio of net investment income to average net             
8.12%A        8.30%        8.45%        8.04%        7.47%        6.98%        6.11%        6.18%            5.22%A           
assets                                              
 
54.Portfolio turnover                                        
32%A          44%          42%          31%          54%          315%         333%         313%             313%            
 
</TABLE>
 
LIMITED TERM BOND
 
 
 
<TABLE>
<CAPTION>
<S>      
<C>      <C>      <C>       <C>     <C>      <C>     <C>       <C>      <C>     <C>      <C>      <C>      <C>     <C>              
55.Selected Per-Share                       Institutional                                       Class A            Class B          
Data and Ratios                             Class                                                                              
 
 Years ended November 30     
1985     1986     1987     1988     1989     1990     1991     1992     1993     1994     1992C    1993     1994     1994D     
 
56.Net asset value,          
$ 9.960  $ 10.55  $ 11.24  $ 10.25  $ 10.18  $ 10.41  $ 10.14  $ 10.55  $ 10.64  $ 11.16  $ 10.96  $ 10.64  $ 11.14  $ 10.43    
beginning of period                       
         0        0        0        0        0        0        0        0        0        0        0        0        0
 
57.Income from                                                                                                  
Investment Operations 
 
58. Net investment            
1.053    1.026     .953     .944     .937    .901     .884      .840     .832     .6   02 .170     .785     .609     .204         
income                                                                                                                  
 
59. Net realized and          
 .590     .710      (.770)   (.070)   .230    (.270)   .411      .102     .531     (.8   33)(.320)  .511     (.876)    (.178)     
unrealized gain                                                                                                   
 (loss) on investments  
 
60. Total from                
1.643    1.736      .183     .874    1.167    .631    1.295     .942     1.363    (.231)    (.150)  1.296   (.267)    .02
    
   6    
investment operations                                                                                             
 
61.Less Distributions                                                                                             
 
62. From net                  
(1.053)     (1.026) (.953)   (.944)  (.937)   (.901)  (.885)    (.852)   (.843)   (.597)    (.170)  (.796)   (.555)    (.187    )   
investment income  
 
   63. From Return of        
    --    --          --      --      --        --     --        --       --      (.062)     --       --     (.058)    (.019)       
   Capital                                                                                                            
 
64. From net realized         
- --       (.020)      (.220)   --      --        --     --        --       --       --        --       --      --        --       
gain                                                                                                              
 
65. Total distributions       
(1.053)  (1.046)     (1.173) (.944)  (.937)    (.901)  (.885)   (.852)   (.843)   (.659)      (.170)  (.796)  (.613)   (.206)       
 
66.Net asset value, end      
$ 10.55   $ 11.24    $ 10.25  $ 10.18 $ 10.41  $ 10.14 $ 10.55  $ 10.64   $ 11.16  $ 10.27   $ 10.64    $ 11.14 $ 10.26 $ 10.25  
of period                    
0         0          0        0       0        0       0        0         0        0         0          0       0       0          
 
67.Total returnE,F              
17.40     17.04       1.78%    8.81%    12.03   6.46%   13.35    9.21%     13.17   (2.10)    (1.37)      12.50   (2.44) .24%     
%         %                             %               %                  %       %         %           %       %              
 
68.Net assets, end of        
$ 253,9   $ 418,6    $ 407,2   $ 418,9  $ 426,8 $ 356,5 $ 327,7  $ 160,1  $ 183,7  $ 172,1   $ 2,583    $ 59,18  $ 141,8 $ 3,156
period (000 omitted)         
13        32         28        29       32      64       56      56       90       22                   4        66             
 
69.Ratio of expenses to       
 .65%     .53%       .53%     .54%      .54%    .58%     .57%    .57%     .64%     .61%       .82%A      1.23%    1.02%    1.65%A
average net assets
 
70.Ratio of expenses to       
 .65%     .53%       .53%     .54%      .54%    .58%     .57%    .57%     .64%     .61%       .82%A      1.23%    1.09%    2.41%A
average net assets                                                                                                
before expense                                                                                                    
reductions                                                                                                        
 
71.Ratio of net               
10.29    9.22%     9.03%     9.16%     9.16%   8.90%   8.59%    7.96%    7.41%    6.45%      7.67%A     6.81%    6.04%    5.42%A
investment income to         
%
average net assets 
 
72.Portfolio turnover         
88%G     59%        92%       48%      87%     59%     60%       7%       59%      68%        7%        59%       68%     68%  
 
</TABLE>
 
A ANNUALIZED.
B JANUARY 7, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.
D COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
E TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
G IN JULY 1985, THE SEC ADOPTED REVISIONS TO EXISTING RULES WITH RESPECT TO
THE CALCULATION OF THE PORTFOLIO TURNOVER RATE. THE REVISED RULES REQUIRE
THE INCLUSION IN THE CALCULATION OF LONG-TERM U.S. GOVERNMENT SECURITIES
WHICH, PRIOR TO THESE REVISIONS, WERE EXCLUDED FROM THE CALCULATION.
H THE AMOUNT SHOWN REFLECTS CERTAIN RECLASSFICATIONS RELATED TO BOOK TO TAX
DIFFERENCES.
SHORT FIXED-INCOME
 
 
 
<TABLE>
<CAPTION>
<S>                                                           
<C>          <C>              <C>              <C>              <C>              <C>              <C>              <C>              
73.Selected Per-Share Data and Ratios                            Class A                                                       
 
74.Years ended October 31                                     
1987B        1988             1989             1990             1991             1992             1993             1994             
 
75.Net asset value, beginning of period                       
$ 10.000     $ 10.060         $ 9.940          $ 9.950          $ 9.620          $ 9.870          $ 9.950          $ 10.090         
 
76.Income from Investment Operations                           
 .101         .852             .832             .868             .848             .830             .732             .559            
 Net investment income
 
77. Net realized and unrealized gain (loss) on investments     
 .060         (.120)           .010             (.330)           .270             .071             .146             (.58   1    )   
 
78. Total from investment operations                           
 .161         .732             .842             .538             1.118            .901             .878             (.022)          
 
79.Less Distributions                                          
(.101)       (.852)           (.832)           (.868)           (.868)           (.821)           (.738)           (.464)          
 From net investment income                                       
 
   80. In excess of net investment income                     
    --           --               --               --               --               --               --               (.044)       
 
   81. Return of Capital                                      
    --           --               --               --               --               --               --               (.080)       
 
   82. Total Distributions                                    
    (.101)       (.852)           (.832)           (.868)           (.868)           (.821)           (.738)           (.588)       
 
83.Net asset value, end of period                             
$ 10.060     $ 9.940          $ 9.950          $ 9.620          $ 9.870          $ 9.950          $ 10.090         $ 9.480          
 
84.Total returnD,E                                               
1.61%        7.56%            8.89%            5.59%            12.19%           9.44%            9.13%            (.22)%          
 
85.Net assets, end of period (000 omitted)                    
$ 3,252      $ 13,433         $ 12,394         $ 13,062         $ 25,244         $ 170,55         $ 654,20         $ 787,92         
                                                                                 8                2                6                
 
86.Ratio of expenses to average net assets                     
 .90%A        .90%             .90%             .90%             .90%             .90%             .95%             .97%            
 
87.Ratio of expenses to average net assets before expense      
2.15%A,F     1.84%            2.22%            1.90%            1.74%            1.03%            .95%             .97%            
reductions
 
88.Ratio of net investment income to average net assets        
7.65%A       8.39%            8.45%            8.86%            8.50%            7.59%            6.77%            5.91%           
 
89.Portfolio turnover rate                                     
119%A        178%             157%             144%             127%             57%              58%              108%            
 
</TABLE>
 
HIGH INCOME MUNICIPAL
 
 
 
<TABLE>
<CAPTION>
<S>                                                   
<C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>              <C>              
90.Selected Per-Share Data and Ratios             Class A                                     Class B          
 
91.Years ended October 31                             
1987B      1988       1989       1990       1991       1992       1993       1994             1994C             
 
92.Net asset value, beginning of period               
$ 10.000   $ 9.850    $ 10.460   $ 10.820   $ 10.870   $ 11.410   $ 11.650   $ 12.720         $ 11.610         
 
93.Income from Investment Operations
 
94. Net investment income                              
 .092       .750       .800       .811       .803       .774       .710       .689             .188            
 
95. Net realized and unrealized gain (loss) on         
(.150)     .610       .410       .150       .660       .250       1.100      (1.430)          (.400)          
investments                      
 
96. Total from investment operations                   
(.058)     1.360      1.210      .961       1.463      1.024      1.810      (.741)           (.212)          
 
97.Less Distributions
 
98. From net investment income                         
(.092)     (.750)     (.800)     (.811)     (.803)     (.774)     (.710)     (.689)           (.188)          
 
99. From net realized gain                             
- --         --         (.050)     (.100)     (.120)     (.010)     (.030)     (.0   6    0)    --              
 
100. In excess of net realized gain                    
- --         --         --         --         --         --         --         (.0   1    0)    --              
 
101. Total distributions                               
(.092)     (.750)     (.850)     (.911)     (.923)     (.784)     (.740)     (.759)              (.188)       
 
102.Net asset value, end of period                    
$ 9.850    $ 10.460   $ 10.820   $ 10.870   $ 11.410   $ 11.650   $ 12.720   $ 11.220         $ 11.210         
 
103.Total returnD,F                                      
(.58)%     14.22%     12.05%     9.28%      14.02%     9.21%      15.95%     (6.03)%          (1.86)%         
 
104.Net assets, end of period (000 omitted)           
$ 1,275    $ 3,290    $ 6,669    $ 22,702   $ 67,135   $ 156,65   $ 497,57   $ 544,422        $ 9,968          
                                                       9          5                                            
 
105.Ratio of expenses to average net assets            
 .80%A      .89%       .90%       .90%       .90%       .90%       .92%       .89%             2.09%A           
 
106.Ratio of expenses to average net assets before     
2.25%A     2.25%F     2.75%F     2.09%      1.24%      .96%       .92%       .89%             2.09%A           
expense reductions
 
107.Ratio of net investment income to average net      
7.24%A     7.33%      7.60%      7.37%      7.08%      6.59%      5.59%      5.78%            4.58%A           
assets
 
108.Portfolio turnover                                 
- --         19%        27%        11%        10%        13%        27%        38%              38%             
 
</TABLE>
 
A ANNUALIZED.
B SEPTEMBER 16, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
D TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
E THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
F EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
LIMITED TERM TAX-EXEMPT 
 
 
 
<TABLE>
<CAPTION>
<S>                             
<C>   <C>       <C>     <C>    <C>      <C>      <C>      <C>        <C>      <C>     <C>       <C>     <C>       <C>              
109.Selected                                             Institutional                Class A                      Class B          
Per-Share Data and                                       Class            
Ratios
 
 Years ended November           
1985B   1986    1987    1988    1989     1990     1991      1992     1993     1994     1992D    1993     1994      1994E        
30  
 
110.Net asset value,            
$ 10.00 $ 10.28 $ 10.99 $ 10.38 $ 10.52  $ 10.61  $ 10.64  $ 10.80   $ 11.08  $ 10.460 $ 11.01  $ 11.08  $ 10.460  $ 9.890          
beginning of period             
0       0       0       0       0        0        0        0         0                 0        0
 
111.Income from 
Investment Operations 
 
112. Net investment              
 .130   .671    .641    .650    .674      .689    .682     .666      .536      .481     .131     .508     .455      .155       
income   
 
113. Net realized and            
 .280   .760    (.540)  .140    .090      .030    .160     .280     .260      (1.030)   .070     .260    (1.040)    (.490)          
unrealized 
 gain (loss) on
investments  
 
114. Total from                  
 .410   1.431   .101    .790    .764     .719    .842     .946      .796      (.549)    .201    .768     (.585)      (.335)          
investment operations      
 
115.Less Distributions  
 
116. From net                    
(.130) (.671) (.641)  (.650)  (.674)   (.689)  (.682)   (.666)    (.536)     (.481)   (.131)  (.508)   (.455)       (.155)          
investment income   
 
117. From net realized           
- --     (.050) (.070)    --     --       --       --       --      (.880)       --       --    (.880)      --         --             
gain                                                                                                                   
 
   118. In excess of net        
    --   --    --       --     --       --      --        --        --       (.020)     --     --      (.020)        --           
   realized gain          
 
119. Total distributions         
(.130) (.721)  (.711)  (.650)  (.674)  (.689)  (.682)     (.666)   (1.416)    (.501)   (.131)  (1.388) (.475)          (.155)       
 
120.Net asset value,            
$ 10.28 $ 10.99 $ 10.38 $ 10.52 $ 10.61 $ 10.64 $ 10.80    $ 11.08  $ 10.46    $ 9.410 $ 11.08 $ 10.46 $ 9.400     $ 9.400          
end of period                   
0       0       0       0       0       0       0          0        0                  0       0                                
 
121.Total return   F,G             
4.12%   14.39% .97%     7.77%   7.50%   7.04%   8.15%      9.01%    8.01%      (5.43)% 1.3   7% 7.72%  (5.78)%    (3.44)       
 
122.Net assets, end of          
$ 94,39 $ 161,0 $ 162,8 $ 132,4 $ 121,4 $ 111,50 $ 100,2   $ 28,42 $ 15,07     $ 11,702 $ 1,752 $ 39,80 $ 57,382   $ 1,682          
period                          
1       45      57      43      18      6        94        8       6                            0                                
(000 omitted)                                                                                        
 
123.Ratio of expenses            
 .69%A  .58%    .59%   .63%    .65%     .62%     .61%      .66%     .65%       .65%       1.04%A .90%   .90%        1.65%A    
to 
average net assets                                                                                               
 
124.Ratio of expenses            
 .69%A  .58%    .59%   .63%    .65%     .62%     .61%     .67%      .83%       .76%       1.06%A  1.36%  1.04%       2.36%A          
to average net assets    
before expense 
reductions   
 
125.Ratio of net                 
6.33%A  6.29%  6.01%  6.20%   6.45%    6.53%   6.40%    6.05%     5.01%       4.75%      5.65%A  4.76%  4.49%       3.74%A          
investment income
to average net assets
 
126.Portfolio turnover           
103%A   34%     43%    24%     31%     32%     20%      36%       46%        53%          36%     46%    53%        53%             
 
</TABLE>
 
SHORT-INTERMEDIATE TAX-EXEMPT
 
<TABLE>
<CAPTION>
<S>                                                                      <C>        
127.Selected Per-Share Data and Ratios                                   Class A    
 
128.Year ended November 30                                               1994C       
 
129.Net asset value, beginning of period                                 $ 10.000   
 
130.Income from Investment Operations                                     .259      
 Net interest income                                                                
 
131. Net realized and unrealized gain (loss) on investments               (.230)    
 
132. Total from investment operations                                     .029      
 
133.Less Distributions                                                    (.259)    
 From net interest income                                                           
 
134.Net asset value, end of period                                       $ 9.770    
 
135.Total return   F,G                                                      .27%      
 
136.Net assets, end of period (000 omitted)                              $ 16,563   
 
137.Ratio of expenses to average net assets                               .75%A,H     
 
138.Ratio of expenses to average net assets before expense reductions     1.54%A,H    
                                                                                    
 
139.Ratio of net interest income to average net assets                    3.74%A     
 
140.Portfolio turnover rate                                               111%A      
 
</TABLE>
 
       A    ANNUALIZED.
    B    SEPTEMBER 19, 1985 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30,
1985.
    C    MARCH 16, 1994 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30, 1994.
    D    COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.
    E    COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
    F    TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
    G    THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
    H    FMR VOLUNTARILY AGREED TO LIMIT THE EXPENSES (EXCLUDING INTEREST,
TAXES BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES) TO .75% OF AVERAGE
NET ASSETS.    
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN and/or YIELD.
The exclusion of any applicable sales charge from a performance calculation
produces a higher return.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. 
   Average annual total returns smooth out variations in performance; they
are not the same as actual year-by-year results. Average annual total
returns covering periods of less than one year assume that performance will
remain constant for the rest of the year.    
Average annual and cumulative total returns usually will include the effect
of paying the maximum applicable sales charge.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.
   This difference may be significant for a fund whose investments are
denominated in foreign currencies.
In calculating yield, the fund may from time to time use a security's
coupon rate instead of its yield to maturity in order to reflect the risk
premium on that security. This practice will have the effect of reducing a
fund's yield.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
Each Class of a growth or growth and income fund may quote its adjusted NAV
including all distributions paid. This value may be averaged over specified
periods and may be used to calculate a moving average.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report, please contact your
Investment Professional.    
THE FUNDS IN DETAIL
 
 
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Equity Portfolio Growth is a
diversified fund of Fidelity Advisor Series I, a Massachusetts business
trust organized on June 24, 1983. Growth Opportunities, Income & Growth,
High Yield, Government Investment and Short Fixed-Income are diversified
funds of Fidelity Advisor Series II, a Massachusetts business trust
organized on April 24, 1986. Equity Income is a diversified fund of
Fidelity Advisor Series III, a Massachusetts business trust organized on
May 17, 1982. Limited Term Bond is a diversified fund of Fidelity Advisor
Series IV, a Massachusetts business trust organized on May 6, 1983. Global
Resources and High Income Municipal are diversified funds of Fidelity
Advisor Series V, a Massachusetts business trust organized on April 24,
1986. Limited Term Tax-Exempt is a diversified fund and Short-Intermediate
Tax-Exempt is a non-diversified fund of Fidelity Advisor Series VI, a
Massachusetts business trust organized on June 1, 1983. Overseas is a
diversified fund of Fidelity Advisor Series VII, a Massachusetts business
trust organized on March 21, 1980. Emerging Markets Income and Strategic
Income are non-diversified funds and Strategic Opportunities is a
diversified fund of Fidelity Advisor Series VIII, a Massachusetts business
trust organized on September 23, 1983. Each trust is an open-end management
investment company. There is a remote possibility that one fund might
become liable for a misstatement in the prospectus about another fund. 
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
The transfer agent will mail proxy materials in advance, including a voting
card and information about the proposals to be voted on. For shareholders
of Overseas, Equity Portfolio Growth, Strategic Opportunities, Emerging
Markets Income, and Strategic Income, you are entitled to one vote for each
share you own. For shareholders of Global Resources, Growth Opportunities,
Equity Income, Income & Growth, High Yield, Government Investment, Limited
Term Bond, Short Fixed-Income, High Income 
Municipal, Limited Term Tax-Exempt, and Short-Intermediate Tax Exempt, the
number of votes you are entitled to is based upon the dollar value of your
investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust, respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operation.
The funds are managed by FMR, which chooses    their     investments and
handles    their     business affairs. FMR chooses the investments for each
fund (except Government Investment, High Income Municipal, Limited Term
Tax-Exempt and Short-Intermediate Tax-Exempt) with the assistance of
foreign affiliates.
As of April 30, 1995, FMR advised funds having approximately 20 million
shareholder accounts with a total value of more than $28   5     billion.
Affiliates assist FMR with foreign securities: Fidelity Management &
Research (U.K.) Inc. (FMR U.K.), in London, England; Fidelity Management &
Research Far East Inc. (FMR Far East), in Tokyo, Japan; Fidelity
International Investment Advisors (FIIA), in Pembroke, Bermuda; Fidelity
International Investment Advisors (U.K.) Limited (FIIAL U.K.), in Kent,
England; and Fidelity Investment Japan Ltd. (FIJ), in Tokyo, Japan.
   John Carlson is manager of Advisor Emerging Markets Income which he has
managed since joining Fidelity in June 1995. Mr. Carlson also manages New
Markets Income. Previously, he was executive director of emerging markets
at Lehman Brothers. From 1990 to 1992, Mr. Carlson was executive vice
president of capital markets for Daiwa Securities America.    
Bettina E. Doulton has been manager of Advisor Equity Income since August
1993, VIP Equity-Income since July 1993    and Value Fund since March
1995    . Previously, she managed Select Automotive and assisted on
Magellan(registered trademark). Ms. Doulton also served as an analyst
following the domestic and European automotive and tire manufacturing
industry, as well as the gaming and lodging industry. She joined Fidelity
in 1986.
Margaret L. Eagle is vice president and manager of Advisor High
Yield   ,     which she has managed since it began in January 1987. Ms.
Eagle also manages several pension fund accounts. Previously, she 
managed Spartan High Income and High Income (now Capital & Income). She
also managed the bond portion of Puritan(registered trademark). Ms. Eagle
joined Fidelity in 1980.
Daniel R. Frank is vice president and manager of Advisor Strategic
Opportunities   ,     which he has managed since its inception in December
1983. Previously he was an assistant to Peter Lynch on Magellan(registered
trademark). Mr. Frank joined Fidelity in 1979.
Michael S. Gray is vice president and manager of Advisor Limited Term
Bond   ,     which he has managed since August 1987. Mr. Gray also manages
Investment Grade Bond, Spartan Investment Grade Bond, and Intermediate
Bond. Mr. Gray joined Fidelity in 1982.
Robert E. Haber is vice president and manager of Advisor Income &
Growth   ,     which he has managed since January 1987. Mr. Haber also
manages Balanced and co-manages Global Balanced. Previously, he managed
Convertible Securities. Mr. Haber joined Fidelity in 1985.
John R. Hickling is    vice president and     manager of Advisor
Overseas   ,     which he has managed since February 1993. Mr. Hickling
also manages Overseas and VIP: Overseas. Previously he managed Emerging
Markets, Europe, Pacific Basin, Japan, and International Growth & Income.
Mr. Hickling joined Fidelity in 1982.
Robert Ives is manager of Advisor Government Investment, which he has
managed since February 1995. Mr. Ives also manages Spartan Government
Income and Government Securities. Previously, he managed Ginnie Mae   ,    
Spartan Ginnie Mae   , and Mortgage Securities    . Mr. Ives joined
Fidelity in 1991, after receiving an M.B.A. from the University of Chicago.
Malcolm W. MacNaught is vice president and manager of Advisor Global
Resources   ,     which he has managed since December 1987. Mr. MacNaught
also manages Select Precious Metals and Minerals and Select American Gold.
Mr. MacNaught joined Fidelity in 1968.
Charles Morrison is manager of Advisor Short Fixed-Income   ,     which he
has managed since February 1995. He also manages Spartan Short-Term
   Income     and Short-Term Bond. Mr. Morrison is vice president of
Fidelity Management Trust Company. He Joined Fidelity in 1987.
David Murphy is manager of Advisor Limited Term Tax-Exempt and Advisor
Short-Intermediate Tax-Exempt. Mr. Murphy also manages Limited Term
Municipal, Spartan Intermediate Municipal, Spartan New Jersey Municipal
High Yield, Spartan New York Intermediate Municipal, and Spartan
Short-Intermediate Municipal. Previously, he managed Spartan California
Intermediate Municipal. Mr. Murphy joined Fidelity in 1989.
Robert E. Stansky is vice president and manager of Advisor Equity Portfolio
Growth   ,     which he has managed since April 1987. Mr. Stansky also
manages Growth Company. Previously, he managed Emerging Growth and Select
Defense and Aerospace. Mr. Stansky joined Fidelity in 1983.
Donald G. Taylor is manager of Advisor Strategic Income, which he has
managed since October 1994. Mr. Taylor also manages VIP II: Investment
Grade Bond. In addition, he manages Income Plus for Fidelity International.
Previously, he managed Short-Term Bond, Spartan Short-Term Bond, Advisor
Short Fixed-Income, Corporate Trust, Qualified Dividend, VIP: Zero Coupon
Bond, and Utilities Income. Mr. Taylor joined Fidelity in 1986.
George A. Vanderheiden is vice president and manager of Advisor Growth
Opportunities   ,     which he has managed since November 1987. Mr.
Vanderheiden also manages Destiny I and Destiny II. He is a managing
director of FMR Corp.,    and l    eader of the    g    rowth
   g    roup   . Mr. Vanderheiden     joined Fidelity in 1971.
Guy E. Wickwire is vice president and manager of Advisor High Income
Municipal which he has managed since July 1994. Mr. Wickwire also manages
Massachusetts Tax-Free High Yield and Insure   d     Tax-Free    managed
High Yield Tax-Free. Previously, he managed High Yield Tax-Free.     Mr.
Wickwire joined Fidelity in 1981.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
FDC distributes and markets Fidelity's funds and services. Fidelity
Investments Institutional Operations Company (FIIOC) performs   
certain     transfer agent servicing functions for Class A and Class B
shares    of each fund    .
FMR Corp. is the ultimate parent company of FMR, FMR Texas, FMR U.K., and
FMR Far East. Through ownership of voting common stock, members of the
Edward C. Johnson 3d family form a controlling group with respect to FMR
Corp. Changes may occur in the Johnson family group, through death or
disability, which would result in changes in each individual family
member's holding of stock. Such changes could result in one or more family
members becoming holders of over 25% of the stock. FMR Corp. has received
an opinion of counsel that changes in the composition of the Johnson family
group under these circumstances would not result in the termination of the
funds' management or distribution contracts and, accordingly, would not
require a shareholder vote to continue operation under those contracts.
Fidelity International Limited (FIL), is the parent company of FIIA, FIJ,
and FIIAL U.K.. The Johnson family group also owns, directly or indirectly,
more than 25% of the voting common stock of FIL.
UMB Bank, n.a. (UMB) is the transfer agent for High Income Municipal,
Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt, although it
employs State Street Bank & Trust Company (State Street) to perform these
functions for Class A of each        fund and employs FIIOC to perform
these functions for Class B of each fund. UMB is located at 1010 Grand
Avenue, Kansas City, Missouri 64106. State Street's address is P.O. Box
8302, Boston, Massachusetts 02266-8302
A broker-dealer may use a portion of the commissions paid by Overseas,
Equity Portfolio Growth, Global Resources, Growth Opportunities, Strategic
Opportunities, Equity Income, Income & Growth and High Yield to reduce
custodian or transfer agent fees for those funds. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
a fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
The value of each fund's domestic and foreign investments varies    in
response to     many factors. Stock values fluctuate in response to the
activities of individual companies and general market and economic
conditions. 
The value of bonds fluctuates based on changes in interest rates   , market
conditions, other economic and political news, and on their quality and
maturity    . In general, bond prices rise when interest rates fall, and
vice versa.    Lower-quality securities offer higher yields, but also carry
more risk.     This effect is usually more pronounced for longer-term
securities.
   A     fund   '    s focus on international investing involves increased
or additional risks from those above.    Investments in foreign securities
may involve risks in addition to those of U.S. investments, including
    increased    political     and    economic     risks   ,     as    well
as exposure to currency fluctuations    . This is especially true for
emerging markets. Also, because many of the funds' investments are
denominated in foreign currencies, changes in the value of foreign
currencies can significantly affect a fund's share price. FMR may use a
variety of investment techniques to either increase or decrease a fund's
investment exposure to any currency.
FMR may use various investment techniques to hedge a    portion of the
    fund's risks, but there is no guarantee that these strategies will work
as FMR intends. When you sell your shares, they may be worth more or less
than what you paid for them.
If you are subject to the federal alternative minimum tax, you should note
that High Income Municipal may invest up to 100% of its assets and each of
Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt may invest up to
20% of its assets in municipal securities issue   d     to finance private
activities.    T    he interest from these investments is a tax-preference
item for purposes of the tax.
OVERSEAS FUND seeks growth of capital primarily through investments in
foreign securities. 
The fund defines foreign securities as securities of issuers whose
principal activities are outside of the United States. The fund currently
intends to invest at least 65% of its total assets in securities of issuers
from at least three different countries outside of North America (the
United States, Canada, Mexico and Central America). There is no limit on
investments in any one region, country, or currency, although the fund
normally invests in at least three different countries. The fund expects to
invest most of its assets in securities of issuers located in developed
countries in these general geographic areas: the Americas (other than the
United States), the Far East and Pacific Basin, and Western Europe. 
The fund may invest in many types of issuers, including companies and other
business organizations as well as governments and their agencies. The fund
expects that equity securities (including shares of closed-end investment
companies and depositary receipts) will account for the majority of its
investments. Although the majority of the fund's investments are expected
to be in equity securities, the fund may also purchase debt securities,
including lower-quality, higher yielding securities. FMR will not emphasize
income in choosing investments unless FMR believes the income will
contribute to the securities' growth potential. FMR may also invest a
portion of the fund's assets in high-quality, short-term debt securities,
bank deposits and money market instruments (including repurchase
agreements) denominated in U.S. dollars or foreign currencies.
FMR determines where an issuer is located by looking at such factors as its
country of organization, the primary trading market for its securities, and
the location of its assets, personnel, sales, and earnings. When allocating
the fund's investments among countries and regions, FMR considers such
factors as the potential for economic growth, expected levels of inflation,
governmental policies and the outlook for currency relationships. Although
the fund may invest significantly in the United States, the fund currently
intends to be as fully invested in non-U.S. issuers as is practicable in
light of the fund's cash flow and cash needs.
EQUITY PORTFOLIO GROWTH 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.
The fund, under normal conditions, will invest at least 65% of its total
assets in common and preferred stock. The fund looks for domestic and
foreign companies with above-average growth characteristics compared to the
average of the companies included in the S&P 500. Growth may be measured by
factors such as earnings or gross sales. Companies with strong growth
potential often have new products, technologies, distribution channels, or
other opportunities. As a general rule, these companies may include
smaller, less well-known companies, and companies whose stocks have higher
than average price/earnings (P/E) ratios. The market prices of these stocks
may be particularly sensitive to economic, market, or company news. FMR may
also pursue growth in larger or revitalized companies or companies that
hold a strong position in the market. These growth characteristics may be
found in mature or declining industries. 
GLOBAL RESOURCES FUND seeks long-term growth of capital and protection of
the purchasing power of shareholders' capital by investing primarily in
securities of foreign and domestic companies that own or develop natural
resources, or supply goods and services to such companies, or in physical
commodities.
The fund, under normal conditions, will invest at least 65% of its total
assets in securities of foreign and domestic companies that own or develop
natural resources, or supply goods and services to such companies, or in
physical commodities. FMR will seek securities    whose prices directly
reflect positive changes in the value of an underlying natural resource or
whose issuers will benefit from particular phases in the overall
    economic cycle. Accordingly, the fund may shift its emphasis from one
natural resource industry to another depending upon prevailing trends or
developments. The fund may also invest in securities of companies in other
industries, and in corporate and governmental debt securities of all types.
The fund expects to invest a majority of its assets in the securities of
companies that have their principal business activities in at least three
different countries (including the United States).
A company will be deemed to have substantial ownership of, or activities in
natural resources if, at the time those company's securities are acquired,
at least 50% of the company's assets are involved, either directly or
through subsidiaries, in exploring, mining, refining, processing,
transporting, fabricating, dealing in, or owning natural resources. Natural
resources include precious metals (e.g., gold, platinum and silver),
ferrous and nonferrous metals (e.g., iron, aluminum and copper), strategic
metals (e.g., uranium and titanium), hydrocarbons (e.g., coal, oil and
natural gases), chemicals, forest products, real estate, food products and
other basic commodities. 
Although the fund is authorized to invest up to 50% of its assets in
physical commodities, it currently intends to invest no more than 25% of
its total assets in them, and intends to limit its physical commodity
investments to readily marketable precious metals. Precious metals, at
times, have been subject to substantial price fluctuations over short
periods of time and may be affected by unpredictable international monetary
and political policies such as currency devaluations or revaluations,
economic and social conditions within a country, trade imbalances, or trade
or currency restrictions between countries.
GROWTH OPPORTUNITIES FUND seeks to provide capital growth by investing
primarily in common stocks and securities convertible into common stocks.
The fund, under normal conditions, will invest at least 65% of its total
assets in securities of companies that FMR believes have long-term growth
potential. Although the fund invests primarily in common stock and
securities convertible into common stock, it has the ability to purchase
other securities, such as preferred stock and bonds, that may produce
capital growth. The fund may invest in foreign securities without
limitation.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a "special
situation."
Under normal conditions, the fund will invest at least 65% of its total
assets in companies involving a special situation. The term "special
situation" refers to FMR's identification of an unusual, and possibly
non-repetitive, development taking place in a company or a group of
companies in an industry. 
   A special situation may involve one or more of the following
characteristics:    
(small solid bullet) A technological advance or discovery, the offering of
a new or unique product or service, or changes in consumer demand or
consumption forecasts.
(small solid bullet) Changes in the competitive outlook or growth potential
of an industry or a company within an industry, including changes in the
scope or nature of foreign competition or the development of an emerging
industry.
(small solid bullet) New or changed management, or material changes in
management policies or corporate structure.
(small solid bullet) Significant economic or political occurrences abroad,
including changes in foreign or domestic import and tax laws or other
regulations.
(small solid bullet) Other events, including natural disasters, favorable
litigation settlements, or a major change in demographic patterns.
"Special situations" often involve breaks with past experience. They can be
relatively aggressive investments.    In seeking capital appreciation, the
fund also may invest in securities of companies not involving a special
situation, but which are companies with valuable fixed assets and whose
securities are believed by FMR to be undervalued in relation to the
companies' assets, earnings, or growth potential. FMR intends to invest
primarily in common stocks and securities that are convertible into common
stocks; however, it also may invest in debt securities of all types and
quality if FMR believes that investing in these securities will result in
capital appreciation. The fund may invest up to 30% of its assets in
foreign investments.    
EQUITY INCOME seeks a yield from dividend and interest income which exceeds
the composite dividend yield on securities comprising the S&P 500. In
addition, consistent with the primary objective of obtaining dividend and
interest income, the fund will consider the potential for achieving capital
appreciation.
Under normal conditions, the fund will invest at least 65% of its total
assets in income-producing equity securities. For purposes of this policy,
equity securities are defined as common and preferred stocks. The balance
of the fund's assets will tend to be invested in debt securities, a high
percentage of which are expected to be convertible into common stocks. The
fund does not intend to invest in securities of issuers without proven
earnings and/or credit histories. Because the fund invests for income, as
well as capital appreciation, investors should not expect capital
appreciation comparable with funds which seek only capital appreciation.
The yield on the fund's assets generally will increase or decrease from
year to year in accordance with market conditions and in relation to the
changes in yields of the stocks included in the S&P 500.
INCOME & GROWTH FUND seeks both income and growth of capital by investing
in a diversified portfolio of equity and fixed-income securities with
income, growth of income and capital appreciation potential.
The fund invests in equity securities, convertible securities, common and
preferred stocks, and fixed-income securities that provide income or
opportunities for capital growth. The fund may buy securities that are not
currently paying income but offer prospects for future income. The fund may
invest in securities of foreign issuers. In selecting investments for the
fund, FMR will consider such factors as the issuer's financial strength,
its outlook for increased dividend or interest payments, and the potential
for capital gains.
EMERGING MARKETS INCOME FUND seeks a high level of current income by
investing primarily in debt securities and other instruments of issuers in
emerging markets. As a secondary objective, the fund seeks capital
appreciation.
The fund, under normal conditions, will invest at least 65% of its total
assets in debt securities and other instruments of issuers in emerging
markets. Countries with emerging markets include countries (i) that have an
emerging stock market, as defined by the International Finance Corporation,
(ii) with low-to middle-income economies, according to the World Bank, or
(iii) that are listed in World Bank publications as "developing."
The fund emphasizes countries with relatively low gross national product
per capita compared to the world's major economies, and with the potential
for rapid economic growth. FMR expects that emerging market opportunities
will be found mainly in Latin America, Asia, Africa, and emerging European
nations. FMR determines where an issuer is located by looking at such
factors as its country of organization, the primary trading market for its
securities, and the location of its assets, personnel, sales, and earnings.
There is no limit on investments in any one region, country, or currency,
although the fund normally invests in at least three different countries.
The fund may also invest a portion of its assets in common and preferred
stocks of emerging markets issuers, debt securities of non-emerging market
foreign issuers, and lower-quality debt securities of U.S. issuers. FMR
does not currently anticipate that these investments will exceed
approximately 20% of the fund's total assets. The fund may invest in
securities of any maturity. In addition, for cash management purposes, the
fund will ordinarily invest a portion of its assets in high-quality,
short-term debt securities and money market instruments, including
repurchase agreements and bank deposits denominated in U.S. or foreign
currencies.
HIGH YIELD FUND seeks a combination of a high level of income and the
potential for capital gains by investing in a diversified portfolio
consisting primarily of high-yielding, fixed-income and zero coupon
securities, such as bonds, debentures and notes, convertible securities and
preferred stocks.
The fund, under normal conditions, will invest at least 65% of its total
assets in income producing debt securities and preferred stocks, including
convertible and zero coupon securities. The fund may also invest in
securities issued or guaranteed by the U.S. Government, any state or any of
their respective subdivisions, agencies or instrumentalities, and
securities of foreign issuers, including securities of foreign governments.
The fund may invest up to 35% of its total assets in equity securities,
including common stocks, warrants and rights.
STRATEGIC INCOME FUND seeks a high level of current income by investing
primarily in debt securities. The fund may also seek capital appreciation.
The fund invests primarily in fixed-income securities, allocated among
three broad categories: (1) U.S. government securities, including mortgage
securities and securities issued by government agencies; (2) corporate
securities, including lower-quality, high-yield securities as well as
investment-grade corporate bonds; and (3) foreign corporate and
governmental securities, including emerging market instruments and
securities of issuers in more developed markets. Although FMR expects that
the fund will normally have investments in each of the three asset
categories, there is no limit on the amount that the fund may invest in any
one type of fixed-income securities. Diversification, when successful, can
mean higher returns with decreased volatility. By allocating its
investments across different types of fixed-income securities, the fund
attempts to moderate the significant investment risks of each category
through diversification. However, each category may decline at the same
time.    FMR regularly reviews the fund's allocation and makes changes
gradually over time to favor investments that it believes provide the most
favorable outlook for achieving the fund's objective.    
GOVERNMENT INVESTMENT FUND seeks a high level of current income by
investing primarily in obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities.
The fund, under normal circumstances, will invest at least 65% of its total
assets in government securities. The fund considers "government securities"
to include those which are subject to repurchase agreements. The fund
invests primarily in obligations issued or guaranteed by the U.S.
   G    overnment or any of its agencies or instrumentalities, including
U.S. Treasury bonds, notes and bills, Government National Mortgage
Association mortgage-backed pass-through certificates (Ginnie Maes) and
mortgage-backed securities issued by the Federal National Mortgage
Association (Fannie Maes) or the Federal Home Loan Mortgage Corporation
(Freddie Macs). These securities may or may not be fully backed by the U.S.
Government. In seeking current income, the fund also may consider the
potential for capital gain.
LIMITED TERM BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed   -    income obligations.
The fund invest   s     primarily in fixed-income obligations of all types.
The fund    may     invest in domestic and foreign investment grade
securities. When consistent with its primary objective, the fund may also
seek capital appreciation. 
   Under normal conditions, the fund maintains a dollar-weighted average
maturity of 10 years or less, but individual securities may be of any
maturity. In determining a security's maturity for purposes of calculating
the fund's average maturity, estimates of the expected time for its
principal to be repaid may be used. This can be substantially shorter than
its stated final maturity.    
SHORT FIXED-INCOME FUND seeks to obtain a high level of current income,
consistent with the preservation of capital, by investing primarily in a
broad range of investment-grade fixed-income securities. Where appropriate
the fund will take advantage of opportunities to realize capital
appreciation. 
Under normal conditions, at least 65% of the fund's total assets will be
invested in fixed-income securities of all types, which may include
convertible and zero coupon securities. The fund may invest a portion of
its assets in securities issued by foreign companies and foreign
governments. 
   Under normal conditions, the fund maintains a dollar-weighted average
maturity of three years or less, but individual securities may be of any
maturity. In determining a security's maturity for purposes of calculating
the fund's average maturity, estimates of the expected time for its
principal to be repaid may be used. This can be substantially shorter than
its stated final maturity.     
HIGH INCOME MUNICIPAL FUND seeks to provide a high current yield by
investing in a diversified portfolio of municipal obligations whose
interest is not included in gross income for purposes of calculating
federal income tax.
The fund normally invests so that at least 80% of its net assets is
invested in municipal obligations whose interest is free from federal
income tax. The fund may invest in medium- and lower-quality municipal
obligations. The fund may invest more than 25% of its    total     assets
in securities whose revenue sources are from similar types of projects
(e.g., education, electric utilities, health care, housing, transportation,
or water, sewer and gas utilities) or whose issuers share the same
geographic location. The fund may invest up to 100% of its assets in
municipal obligations subject to the federal alternative minimum tax. 
   The fund may purchase long-term municipals with maturities of 20 years
or more, which generally produce higher yields than short-term municipals.
The fund also may purchase short-term municipal obligations in order to
provide for short-term capital needs. The average maturity of the fund is
currently expected to be greater than 20 years, but individual securities
may be of any maturity.     
LIMITED TERM TAX-EXEMPT FUND seeks the highest level of income exempt from
federal income taxes that can be obtained consistent with the preservation
of capital.
The fund normally will invest so that 80% or more of its net assets will be
invested in securities whose interest is free from federal tax. The fund
invests in municipal obligations rated investment grade or higher. The fund
may also invest    more than     25% of its total assets in securities
whose revenue sources are from similar types of projects (e.g., education,
electric utilities, health care, housing, transportation or water, sewer,
and gas utilities) or whose issuers share the same geographic location. The
fund may, under normal circumstances, invest up to 20% of its net assets in
obligations subject to the federal alternative minimum tax. 
   Under normal conditions, at least 80% of the fund's net assets will be
invested in obligations having remaining maturities of 15 years or less but
individual securities may be of any maturity. Under normal conditions, the
fund maintains a dollar-weighted average maturity of 10 years or less, but
individual securities may be of any maturity. In determining a security's
maturity for purposes of calculating the fund's average maturity, estimates
of the expected time for its principal to be repaid may be used. This can
be substantially shorter than its stated final maturity.     
SHORT   -    INTERMEDIATE TAX-EXEMPT FUND seeks as high a level of current
income, exempt from federal income tax, as is consistent with preservation
of capital.
The fund invests primarily in municipal securities. The fund normally will
invest so that 80% or more of its net assets will be invested in securities
whose interest is free from federal income tax. The fund may, under normal
circumstances, invest up to 20% of its net assets in municipal securities
subject to the federal alternative minimum tax. The fund may invest any
portion of its assets in industrial revenue bonds (IRBs) backed by private
issuers, and may invest up to 25% of its total assets in IRBs related to a
single industry. The fund may also invest 25% or more of its total assets
in securities whose revenue sources are from similar types of projects
(e.g., education, electric utilities, health care, housing, transportation,
or water, sewer and gas utilities) or whose issuers share the same
geographic location. 
   Under normal conditions, the fund maintains a dollar-weighted average
maturity of between two and four years, but individual securities may be of
any maturity. In determining a security's maturity for purposes of
calculating the fund's average maturity, estimates of the expected time for
its principal to be repaid may be used. This can be substantially shorter
than its stated final maturity.     
TEMPORARY DEFENSIVE POLICIES. FMR normally invests each fund's assets
according to its investment strategy.
Overseas, Equity Portfolio Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Equity Income,    High Yield     and Income &
Growth    each     reserve the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
Emerging Markets Income, Strategic Income, Government Investment, Limited
Term Bond, and Short Fixed-Income    each     reserve the right to invest
   without limitation     in investment-grade money market or short-term
debt instruments for temporary, defensive purposes.
High Income Municipal, Limited Term Tax-Exempt, and Short-Intermediate
Tax-Exempt each do not expect to invest in federally taxable obligations.
Each, however, reserves the right to invest without limitation in
short-term instruments, to hold a substantial amount of uninvested cash, or
to invest more than normally permitted in federally taxable obligations for
temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, and strategies FMR may employ in
pursuit of a fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. A complete listing of each fund's policies
and limitations and more detailed information about each fund's investments
is contained in the SAI. Policies and limitations are considered at the
time of purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help a fund
achieve its goal. Current holdings and recent investment strategies are
described in a fund's financial reports, which are sent to shareholders
twice a year. For a free SAI or financial report, call your Investment
Professional.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
 RESTRICTIONS: With respect to 75% of its total assets, each of Overseas,
Global Resources, Growth Opportunities, Equity Income, Income & Growth,
High Yield, Government Investment, Limited Term Bond, Short Fixed-Income,
High Income Municipal, and Limited Term Tax-Exempt may not purchase more
than 10% of the outstanding voting securities of a single issuer.
With respect to 100% of its assets, each of Equity Portfolio Growth, and
Strategic Opportunities may not purchase more than 10% of the outstanding
voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values.    In
general, bond prices rise when interest rates fall, and vice versa.
    Debt securities, loans, and other direct debt have varying degrees of
quality and varying levels of sensitivity to changes in interest rates.
Longer-term bonds are generally more sensitive to interest rate changes
than short-term bonds.
Taxable lower-quality debt securities (sometimes called "junk bonds") and
tax-exempt lower-quality debt securities    (sometimes called "municipal
junk bonds") often have     speculative    characteristics     and involve
greater risk of default or price changes due to changes in the issuer's
creditworthiness, or they may already be in default. The market prices of
these securities may fluctuate more than higher-quality securities and may
decline significantly in periods of general    or regional     economic
difficulty.
The table on the following page provides a summary of ratings assigned to
debt holdings (not including money market instruments) in the funds'
portfolios. These figures are dollar-weighted averages of month-end
portfolio holdings during fiscal 1994, and are presented as a percentage of
total security investments. These percentages are historical and do not
necessarily indicate a fund's current or future debt holdings.
FISCAL 1994 DEBT HOLDINGS, BY RATING
 (AS A % OF    INVESTMENTS     IN EACH RATING CATEGORY)  (AS A % OF
   INVESTMENTS     IN EACH RATING CATEGORY)
 INVESTMENT GRADE  LOWER QUALITY 
STANDARD & POOR'S CORPORATION  AAA, AA, A  BBB BB B CCC CC,C D NR
   
EQUITY FUNDS:
Overseas .43   --   --     --   --     --   --     --   --     --   --    
- --   --     .61
Equity Portfolio Growth --   --       -   --    - .01 --   --    
- --   --     --   --     --   --     .01
Global Resources --   --       -   --    - --   --     --   --    
- --   --     --   --     --   --     --   --    
Growth Opportunities 6.38   --   --     --   --     --   --     --   --    
- --   --     --   --     .17
Strategic Opportunities 15.67   --   --     .28 .33 --   --     .04 .76
1.29
Equity Income 2.03   .50 .38 2.17 .03 --   --     --   --     .50
Income & Growth 19.17   2.93 4.39 4.28 .97 --   --     --   --     11.79
TAXABLE/INCOME
Emerging Markets Income --   --       -   --    - 9.37 5.32 --   --    
- --   --     --   --     54.79
High Yield .79   .26 8.02 32.56 4.79 .61 4.69 29.11
Strategic Income 31.24   .69 2.84 20.62 --   --     --   --     --   --    
10.73
Government Investment 89.71   --   --     -   --    - --   --    
- --   --     --   --     --   --     .56
Limited Term Bond 69.85   .12 -   --    - --   --     --   --    
- --   --     --   --     .09
Short Fixed-Income 28.28   21.14 6.40 .69 --   --     --   --    
- --   --     16.94
TAX-EXEMPT/MUNICIPAL FUNDS:
High Income Municipal 32.93   22.73 6.31 2.32 --   --     --   --    
- --   --     31.76
Limited Term Tax-Exempt 78.53   --   --     --   --     --   --    
- --   --     --   --     --   --     10.16
Short   -    Intermediate Tax-Exempt 64.65   --   --     9.86 --   --    
- --   --     --   --     --   --     10.96
MOODY'S INVESTOR SERVICE, INC.
  Aaa, Aa, A  Baa Ba B Caa Ca C --   --    
EQUITY FUNDS:
Overseas .49   -   --    - --   --     .50 --   --     --   --    
- --   --     .05 
Equity Portfolio Growth -   --    -   -   --    - .02 --   --    
- --   --     --   --     --   --     -   --    -
Global Resources -   --    -   -   --    - --   --     --   --    
- --   --     --   --     --   --     -   --    -
Growth Opportunities 6.42   --   --     --   --     .13 --   --    
- -   --    - --   --     --   --    
Strategic Opportunities 15.67   --   --     .61 --   --     .88 .03 .04
1.14
Equity Income 2.13   .61 .19 2.38 --   --     --   --     --   --     .32
Income & Growth 20.40   1.97 3.92 8.48 .55 .25 --   --     7.97
TAXABLE/INCOME
Emerging Markets Income 1.01   --   --     8.44 16.37 --   --    
- --   --     --   --     43.66
High Yield --   --       .18 3.71 38.04 7.49 2.77 .56 28.07
Strategic Income 31.24   --   --     1.49 22.86 --   --     --   --    
- --   --     10.51
Government Investment 90.27   --   --     --   --     --   --    
- --   --     --   --     --   --     -   --    -
Limited Term Bond 69.25   .72 --   --     --   --     --   --    
- --   --     --   --     .09
Short Fixed-Income 29.78   21.17 9.90 3.27 --   --     --   --    
- --   --     9.32
TAX-EXEMPT/MUNICIPAL FUNDS:
High Income Municipal 27.46   28.41 10.76 1.38 --   --     --   --    
- --   --     28.05
Limited Term Tax-Exempt 88.37   --   --     --   --     --   --    
- --   --     --   --     --   --     .33
Short   -    Intermediate Tax-Exempt 69.51   7.11 2.75 --   --    
- --   --     --   --     --   --     6.10
FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT. 
THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT RATED DIRECTLY OR
INDIRECTLY BY MOODY'S OR S&P AMOUNTED TO    .05% 
(OVERSEAS), 0% (EQUITY PORTFOLIO GROWTH), 0% (GLOBAL RESOURCES), 0% (GROWTH
OPPORTUNITIES), 1.14% (STRATEGIC 
OPPORTUNITIES), .31% (EQUITY INCOME), 4.85% (INCOME & GROWTH),     41.73%
(EMERGING MARKETS    INCOME    ),    22.19% (HIGH 
YIELD),     5.51% (STRATEGIC INCOME)        AND 7.85% FOR (SHORT
FIXED-INCOME). THESE PERCENTAGES MAY INCLUDE SECURITIES RATED 
BY OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS WELL AS UNRATED
SECURITIES. FMR HAS DETERMINED THAT UNRATED 
SECURITIES THAT ARE LOWER QUALITY ACCOUNT FOR    0% (OVERSEAS),     0%
(EQUITY PORTFOLIO GROWTH),    0% (GLOBAL RESOURCES), 0% 
(GROWTH OPPORTUNITIES), 1.14% (STRATEGIC OPPORTUNITIES),     .31% (EQUITY
INCOME),        3.87% (INCOME & GROWTH),    41.51% 
(EMERGING MARKETS INCOME), 22.19% (HIGH YIELD),     5.51% (STRATEGIC
INCOME) AND 3.88% (SHORT FIXED-INCOME)        OF EACH 
FUND'S TOTAL SECURITY INVESTMENTS. REFER TO THE    APPENDIX     FOR A MORE
COMPLETE DISCUSSION OF THESE RATINGS.
THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT RATED BY MOODY'S AND S&P
AMOUNTED TO 20.86% (HIGH INCOME 
MUNICIPAL), 0% (LIMITED TERM TAX-EXEMPT) AND 1.46% (SHORT-INTERMEDIATE
TAX-EXEMPT). THESE PERCENTAGES MAY 
INCLUDE SECURITIES RATED BY OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS
WELL AS UNRATED SECURITIES. FMR HAS 
DETERMINED THAT UNRATED SECURITIES THAT ARE LOWER QUALITY ACCOUNT FOR
18.09% (HIGH INCOME MUNICIPAL), 0% (LIMITED 
TERM TAX-EXEMPT) AND 0% (SHORT-INTERMEDIATE TAX-EXEMPT) OF EACH FUND'S
SECURITY INVESTMENTS. REFER TO THE FUND'S 
SAI FOR A MORE COMPLETE DISCUSSION OF THESE RATINGS.
   
RESTRICTIONS: For all funds,    except     Short-Intermediate Tax-Exempt,
purchase of a debt security is consistent with a fund's debt quality policy
if it is rated at or above the stated level by Moody's or rated in
equivalent categories by S&P, or is unrated but judged to be of equivalent
quality by FMR.
Limited Term Bond currently intends to limit its investments in debt
securities to those of Baa-quality and above, and currently intends to
limit its investments in debt securities rated Baa to 5% of its assets.
Short Fixed-Income currently intends to limit its investments in lower than
Baa-quality debt securities to 35% of its assets and currently intends to
limit its investments in debt securities to B-quality and above.
Global Resources currently intends to limit its investments in lower than
Baa-quality debt securities to 35% of its assets and currently intends to
limit its investments in debt securities to Caa-quality and above.
Each of Overseas, Equity Portfolio Growth, Growth Opportunities, Strategic
Opportunities, Equity Income and Income & Growth currently intends to limit
its investments in lower than Baa-quality debt securities to 35% of its
assets.
Limited Term Tax-Exempt currently intends to limit its investments in debt
securities to those of Baa-quality and above and currently intends to limit
its investments in debt securities rated Baa to 25% of its assets.
   Government Investment currently intends to limit its investments in debt
securities to A-quality and above.
Purchase of a debt security is consistent with Short-Intermediate
Tax-Exempt's debt quality policy if, with respect to 60% of its assets, it
is judged by FMR to be of equivalent quality to debt securities rated A or
better by Moody's or S&P. The fund currently intends to limit its
investments in debt securities rated below Baa by Moody's or BBB by S&P, or
unrated debt securities judged by FMR to be of equivalent quality, to 5% of
its assets. The fund currently intends to limit its investments in debt
securities to Ba- quality and above.    
MONEY MARKET INSTRUMENTS are high-quality instruments that present minimal
credit risk. They may include U.S. Government obligations, commercial paper
and other short-term corporate obligations, and certificates of deposit,
bankers' acceptances, bank deposits, and other financial institution
obligations. These instruments may carry fixed or variable interest rates.
U.S. GOVERNMENT SECURITIES are high-quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. Government. Not all U.S. Government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
purposes, including general financing for state and local governments, or
financing for specific projects or public facilities. They may be issued in
anticipation of future revenues, and may be backed by the full taxing power
of a municipality, the revenues from a specific project, or the credit of a
private organization. A security's credit may be enhanced by a bank,
insurance company, or other entity.        The value of some or all
municipal securities may be affected by uncertainties in the municipal
market related to legislation or litigation involving the taxation of
municipal securities or the rights of municipal securities holders.     A
fund may own a municipal security directly or through a participation
interest.     
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign securities may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile.
AMERICAN DEPOSITARY RECEIPTS AND EUROPEAN DEPOSITARY RECEIPTS (ADRS AND
EDRS) are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution. Designed
for use in U.S. and European securities markets, respectively, ADRs and
EDRs are alternatives to the purchase of the underlying securities in their
national markets and currencies.
ASSET-BACKED SECURITIES may include interests in pools of the following:
purchase contracts, financing leases, or sales agreements entered into by
municipalities; lower-rated debt securities; or consumer loans. The value
of these securities may be significantly affected by changes in interest
rates, the market's perception of issuers, and the creditworthiness of the
parties involved. Certain asset-backed securities rely on continued
payments by a municipality, and may also be subject to prepayment risk.
MORTGAGE SECURITIES are interests in pools of commercial or residential
mortgages, and may include complex instruments such as collateralized
mortgage obligations and stripped mortgage-backed securities. Mortgage
securities may be issued by the U.S. Government or by private entities. For
example, Ginnie Maes are interests in pools of mortgage loans insured or
guaranteed by a U.S. Government agency. Because mortgage securities pay
both interest and principal as their underlying mortgages are paid off,
they are subject to prepayment risk. This is especially true for stripped
securities. Also, the value of a mortgage security may be significantly
affected by changes in interest rates. Some mortgage securities may have a
structure that makes their reaction to interest rates and other factors
difficult to predict, making their value highly volatile.
VARIABLE AND FLOATING RATE SECURITIES may have interest rates that move in
tandem with a benchmark, helping to stabilize their prices. Inverse
floaters have interest rates that move in the opposite direction from the
benchmark, making the instrument's market value more volatile.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. Their risks are similar to those of other debt securities,
although they may be more volatile and the value of certain types of
stripped securities may move in the same direction as interest rates.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
FOREIGN REPURCHASE AGREEMENTS may be less well secured than U.S. repurchase
agreements, and may be denominated in foreign currencies. They also may
involve greater risk of loss if the counterparty defaults. Some
counterparties in these transactions may be less creditworthy than those in
U.S. markets.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
temporarily transfers possession of a portfolio instrument to another party
in return for cash. This could increase the risk of fluctuation in the
fund's yield or in the market value of its assets.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
OTHER MUNICIPAL SECURITIES may include general obligations of U.S.
territories and possessions such as Guam, the Virgin Islands, and Puerto
Rico, and their political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) an instrument to the
issuer or a financial intermediary. In exchange for this benefit, a fund
may pay periodic fees or accept a lower interest rate. Demand features and
standby commitments are types of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a fund and may involve a small investment of
cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that the fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
RESTRICTIONS. Each    fund (except Overseas, Emerging Markets Income, High
Yield, and Strategic Income)     may not purchase a security if, as a
result, more than 10% of its net assets would be invested in illiquid
securities. 
Each of Overseas, Emerging Markets Income, High Yield, and Strategic Income
may not purchase a security if, as a result, more than 15% of its net
assets would be invested in illiquid securities. 
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect a fund's yield. 
WARRANTS are instruments which entitle the holder to buy underlying equity
securities at a specific price for a specific period of time. A warrant
tends to be more volatile than its underlying securities and ceases to have
value if it is not exercised prior to its expiration date. In addition,
changes in the value of a warrant do not necessarily correspond to changes
in the value of its underlying securities.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type. A fund that is not diversified may be more sensitive to
changes in the market value of a single issuer or industry.
RESTRICTIONS: With respect to 100% of its assets each of Equity Portfolio
Growth and Strategic Opportunities may not purchase a security if, as a
result, more than 5% would be invested in the securities of a   ny    
issuer. 
With respect to 75% of its total assets each of Overseas, Global Resources,
Growth Opportunities, Equity Income, Income & Growth, High Yield,
Government Investment, Limited Term Bond, Short Fixed-Income, High Income
Municipal, and Limited Term Tax-Exempt may not purchase a security if, as a
result, more than 5% would be invested in the securities of a   ny    
issuer. 
Emerging Markets Income, Strategic Income, and Short-Intermediate
Tax-Exempt are considered non-diversified. Generally, to meet federal tax
requirements at the close of each quarter, each fund does not invest more
than 25% of its total assets in any issuer and, with respect to 50% of
total assets, does not invest more than 5% of its total assets in any
issuer
These limitations do not apply to U.S. Government securities.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 33% of its total assets.
LENDING securities to broker-dealers and institutions, including
   Fidelity Brokerage Services, Inc. (    FBSI   )    , an affiliate of
FMR, is a means of earning income. This practice could result in a loss or
a delay in recovering a fund's securities. A fund may also lend money to
other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of each fund's
total assets; however   ,     High Income Municipal   , Limited Term
Tax-Exempt,     and Short-Intermediate Tax-Exempt do not currently intend
to make loans.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval. 
OVERSEAS FUND seeks growth of capital primarily through investments in
foreign securities. 
EQUITY PORTFOLIO GROWTH 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.
GLOBAL RESOURCES FUND seeks long-term growth of capital and protection of
the purchasing power of shareholders' capital by investing primarily in
securities of foreign and domestic companies that own or develop natural
resources, or supply goods and services to such companies, or in physical
commodities. 
GROWTH OPPORTUNITIES FUND seeks to provide capital growth by investing
primarily in common stocks and securities convertible into common stocks.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a "special
situation." Under normal conditions, the fund will invest at least 65% of
its total assets in companies involving a special situation. FMR intends to
invest primarily in common stocks    and securities that are convertible
into common stocks    ; however, it also    may     invest in debt
securities of all types and quality if FMR believes that investing in these
securities will result in capital appreciation. The fund may invest up to
30% of its assets in foreign investments.
EQUITY INCOME FUND seeks a yield from dividend and interest income which
exceeds the composite dividend yield on securities comprising the S&P 500.
In addition, consistent with the primary objective of obtaining dividend
and interest income, the fund will consider the potential for achieving
capital appreciation.
INCOME & GROWTH FUND seeks both income and growth of capital by investing
in a diversified portfolio of equity and fixed-income securities with
income, growth of income and capital appreciation potential.
EMERGING MARKETS INCOME FUND seeks a high level of current income by
investing primarily in debt securities and other instruments of issuers in
emerging markets. As a secondary objective, the fund seeks capital
appreciation.
HIGH YIELD FUND seeks a combination of a high level of income and the
potential for capital gains by investing in a diversified portfolio
consisting primarily of high-yielding, fixed-income and zero coupon
securities, such as bonds, debentures and notes, convertible securities and
preferred stocks.
STRATEGIC INCOME FUND seeks a high level of current income by investing
primarily in debt securities. The fund may also seek capital appreciation.
GOVERNMENT INVESTMENT FUND seeks a high level of current income by
investing primarily in obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities.
LIMITED TERM BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed-income obligations.
SHORT FIXED-INCOME FUND seeks to obtain a high level of current income,
consistent with the preservation of capital, by investing primarily in a
broad range of investment-grade fixed-income securities. Where appropriate
the fund will take advantage of opportunities to realize capital
appreciation.
HIGH INCOME MUNICIPAL FUND seeks to provide a high current yield by
investing in a diversified portfolio of municipal obligations whose
interest is not included in gross income for purposes of calculating
federal income tax.    The fund normally invests so that at least 80% of
its net assets are invested in municipal obligations whose interest is free
from federal income tax.    
LIMITED TERM TAX-EXEMPT FUND seeks the highest level of income exempt from
federal income taxes that can be obtained consistent with the preservation
of capital.    The fund normally will invest so that 80% or more of its net
assets will be invested in securities whose interest is free from federal
tax.    
SHORT   -    INTERMEDIATE TAX-EXEMPT FUND seeks as high a level of current
income, exempt from federal income tax, as is consistent with preservation
of capital.    The fund normally will invest so that 80% or more of its net
assets will be invested in securities whose interest is free from federal
income tax.    
With respect to 75% of its total assets, each of Overseas, Global
Resources, Growth Opportunities, Equity Income, Income & Growth, High
Yield, Government Investment, Limited Term Bond, Short Fixed-Income, High
Income Municipal and Limited Term Tax-Exempt may not purchase a security
if, as a result, more than 5% would be invested in the securities of a
single issuer. With respect to 100% of its assets, each of Equity Portfolio
Growth and Strategic Opportunities may not purchase a security if, as a
result, more than 5% would be invested in    the securities of a single
    issuer.
With respect to 75% of its total assets, each of Overseas, Global
Resources, Growth Opportunities, Equity Income, Income & Growth, High
Yield, Government Investment, Limited Term Bond, Short Fixed-Income, High
Income Municipal, and Limited-Term Tax-Exempt may not purchase more than
10% of the outstanding voting securities of a single issuer. With respect
to 100% of its assets, each of Equity Portfolio Growth and Strategic
Opportunities may not purchase more than 10% of the outstanding voting
securities of a single issuer.
Each fund may borrow only for temporary or emergency purposes, but not in
an amount exceeding 33% of its total assets.
Loans, in the aggregate, may not exceed 33% of each fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in
   its     share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services for certain of the funds. Each fund also
pays OTHER EXPENSES, which are explained on page .
FMR may, from time to time, agree to reimburse a fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by    a     fund if expenses fall below the specified limit prior to
the end of the fiscal year. Reimbursement arrangements, which may be
terminated at any time without notice, can decrease    a     fund's
expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Equity Income
pays FMR a monthly management fee at an annual rate of 0.50% of its average
net assets. The fee for Equity Portfolio Growth, Global Resources, Income &
Growth, Emerging Markets Income, High Yield, Strategic Income, Government
Investment, Limited Term Bond, Short Fixed-Income, High Income Municipal,
Limited Term Tax-Exempt, and Short-Intermediate Tax-Exempt is calculated by
adding a group fee rate to an individual fee rate, and multiplying the
result by each fund's average net assets. The fee for Overseas, Growth
Opportunities and Strategic Opportunities is determined by taking a basic
fee and then applying a performance adjustment. The performance adjustment
either increases or decreases the management fee, depending on how well
each fund has performed relative to the Morgan Stanley Capital
International Europe   ,     Australia, Far East Index for Overseas or the
S&P 500 for each of Growth Opportunities and Strategic Opportunities. 
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. For Overseas, Equity Portfolio Growth, Global
Resources, Growth Opportunities, Strategic Opportunities, and Income &
Growth (the Equity Funds), this rate cannot rise above 0.52%,    and     it
drops as total assets under management increase. For Emerging Markets
Income, High Yield, Strategic Income, Government Investment, Limited Term
Bond, Short Fixed-Income, High Income Municipal, Limited Term Tax-Exempt
and Short-Intermediate Tax-Exempt (the Fixed-Income Funds) this rate cannot
rise above 0.37%, and it drops as total assets under management increase.
The basic fee rate (calculated monthly) is calculated by adding a group fee
rate to an individual fund fee rate, and multiplying the result by each
fund's average net assets.
The performance adjustment rate is calculated monthly by comparing the
performance of Overseas, Growth Opportunities, and Strategic Opportunities
to that of the respective indices over the most recent 36-month period. The
difference is translated into a dollar amount that is added to or
subtracted from the basic fee. The maximum annualized performance
adjustment rate is " 0.20%.
Investment performance will be measured separately for each class of shares
offered by Strategic Opportunities, Growth Opportunities, and Overseas and
the least of the results obtained will be used in calculating the
performance adjustment.
   The following table states the management fee ratio for each fund for
its most recent fiscal year end.    
 
<TABLE>
<CAPTION>
<S>                                 <C>             <C>                <C>                
                                     Group          Individual         Total              
                                    Fee Rate         Fund Fee          Manageme           
                                                     Rate              nt Fee             
 
Overseas   [A]                       0.32%           0.45%              0.80%             
 
Equity Portfolio Growth              0.32%           0.32%[   B    ]    0.64%[   B    ]   
 
Global Resources                     0.32%           0.45%              0.77%             
 
Growth Opportunities   [A]           0.32%           0.30%              0.69%             
 
Strategic Opportunities   [A]        0.32%           0.30%              0.67%[C]          
 
Equity Income                        N/A                N/A             0.50%             
 
Income & Growth                      0.32%           0.20%              0.52%             
 
Emerging Markets Income              0.16%           0.55%              0.70%[C]          
 
High Yield                           0.1   6    %    0.45%              0.60%             
 
Strategic Income                     0.16%           0.45%              0.60%[C]          
 
Government Investment                0.16%           0.30%              0.46%             
 
Limited Term Bond                    0.16%           0.25%[   D    ]    0.41%             
 
Short Fixed-Income                   0.16%           0.30%              0.46%             
 
High Income Municipal                0.16%           0.25%              0.41%             
 
Limited Term Tax-Exempt              0.16%           0.25%              0.41%             
 
Short-Intermediate Tax-Exempt        0.16%           0.25%              0.41%[C]          
 
</TABLE>
 
   [A]THE BASIC FEE RATE FOR FISCAL 1994 WAS 0.77% FOR OVERSEAS, 0.62% FOR
GROWTH OPPORTUNITIES AND 0.62% FOR STRATEGIC OPPORTUNITIES
[B    ] EFFECTIVE AUGUST 1, 1994, FMR VOLUNTARILY AGREED TO REDUCE THE
FUND'S INDIVIDUAL FUND FEE RATE FROM 0.33% TO 0.30%. IF THIS REDUCTION WERE
NOT IN EFFECT DURING FISCAL 1994, THE TOTAL FEE WOULD HAVE BEEN 0.65%.
[   C    ]ANNUALIZED
   [D] ON DECEMBER 14, 1994, SHAREHOLDERS OF THE FUND APPROVED AN INCREASE
OF THE INDIVIDUAL FUND FEE RATE FROM 0.25% TO 0.30% EFFECTIVE FEBRUARY 24,
1995.    
FMR HAS SUB-ADVISORY AGREEMENTS with four affiliates: FMR U.K., FMR Far
East, FIJ, and FIIA. FIIA in turn has a sub-advisory agreement with FIIAL
U.K. These sub-advisers are compensated for providing FMR with investment
research and advice on issuers based outside the United States. FMR pays
FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively, of the
costs of providing these services. FMR pays FIJ and FIIA a fee equal to 30%
of its management fee rate associated with investments for which the
sub-adviser provided investment advice.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K., FMR Far East, FIJ, and FIIA a fee equal to 50%
of its management fee rate with respect to a fund's investments that the
sub-adviser manages on a discretionary basis. FIIA pays FIIAL U.K. a fee
equal to 110% of the cost of providing these services.
For fiscal 1994, FMR, on behalf of each fund with sub-advisory agreements,
paid FMR U.K., FMR Far East, FIJ, and FIIA fees amounting to less than
0.01% of each fund's average net assets. Limited Term Bond did not pay fees
to any of FMR U.K., FMR Far East, FIJ, or FIIA, for fiscal 1994.
OTHER EXPENSES
While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
State Street performs certain transfer agency, dividend disbursing and
shareholder services for Class A of Overseas, Equity Portfolio Growth,
Global Resources, Growth Opportunities, Strategic Opportunities, Equity
Income, Income & Growth, Emerging Markets Income, High Yield, Strategic
Income, Government Investment, Limited Term Bond, and Short Fixed-Income
(the Taxable Funds). FIIOC performs certain transfer agency, dividend
disbursing and shareholder services for Class B of the Taxable Funds. FSC
calculates the NAV and dividends for each class of the Taxable Funds,
maintains the general accounting records   ,     and administers the
securities lending program for each of the Taxable Funds. In fiscal 1994,
fees    based on Class A average net assets     paid by Class A to State
Street amount   ed     to 0.43% for Overseas, 0.32% for Equity Portfolio
Growth, 0.42% for Global Resources, 0.22% for Growth Opportunities, 0.39%
(annualized) for Strategic Opportunities, 0.38% for Equity Income, 0.20%
for Income & Growth, 0.36% (annualized) for Emerging Markets Income, 0.24%
for High Yield, 0.39% (annualized) for Strategic Income, 0.55% for
Government Investment,    0.30% for Limited Term Bond, and     0.22% for
Short Fixed-Income   .     In fiscal 1994, fees    based on Class B average
net assets     paid by Class B to FIIOC    (annualized)     amounted to
0.66% for Strategic Opportunities, 0.51% for Equity Income, 0.86% for
Emerging Markets Income, 0.40% for High Yield, 0.16% for Strategic Income,
0.45% for Government Investment, and 0.50% for Limited Term Bond. In fiscal
1994, fees    based on each fund's average net assets     paid    by each
fund     to FSC amounted to 0.06% for Overseas, 0.04% for Equity Portfolio
Growth, 0.06% for Global Resources, 0.02% for Growth Opportunities, 0.06%
(annualized) for Strategic Opportunities, 0.06% for Equity Income, 0.03%
for Income & Growth, 0.21% (annualized) for Emerging Markets Income, 0.04%
for High Yield, 0.43% for Strategic Income, 0.05% for Government
Investment, 0.04% for Limited Term Bond, and 0.03% for Short Fixed-Income.
UMB has entered into sub-arrangements pursuant to which State Street
performs certain transfer agency, dividend disbursing and shareholder
services for Class A shares of High Income Municipal, Limited Term
Tax-Exempt and Short-Intermediate Tax-Exempt (the Tax-Exempt Funds). UMB
has entered into sub-arrangements pursuant to which FIIOC performs certain
transfer agency, dividend disbursing and shareholder services for Class B
shares of the Tax-Exempt Funds. UMB has entered into sub-arrangements
pursuant to which FSC calculates the NAV and dividends for each class of
the Tax-Exempt Funds, and maintains each of the Tax-Exempt Fund's general
accounting records. All of the fees are paid to State Street, FIIOC, and
FSC by UMB, which is reimbursed by the applicable class or fund, as
appropriate, for such payments. In fiscal 1994, fees paid by UMB to State
Street on behalf of Class A shares amounted to 0.15% for High Income
Municipal, 0.18% for Limited Term Tax-Exempt, and 0.11% (annualized) for
Short-Intermediate Tax-Exempt, of Class A' s average net assets. In fiscal
1994, fees paid by UMB to FIIOC on behalf of Class B shares amounted to
0.28% (annualized)for High Income Municipal, and 0.25% (annualized) for
Limited Term Tax-Exempt   ,     of Class B's average net assets. In fiscal
1994 fees paid by UMB to FSC amounted to 0.04% for High Income Municipal,
0.07% for Limited Term Tax-Exempt   ,     and 0.42% (annualized) for
Short-Intermediate Tax-Exempt, of each fund's average net assets.
State Street has entered into sub-arrangements pursuant to which FIIOC
performs certain transfer agency, dividend disbursing and shareholder
services for Class A shares. State Street pays FIIOC a portion of its fee
for Class A accounts for which FIIOC provides limited services, or its full
fee for Class A accounts that FIIOC maintains on its behalf.
Class A shares have adopted a DISTRIBUTION AND SERVICE PLAN. Under the
Plans, Class A    of each fund is     authorized to pay FDC a monthly
distribution fee as compensation for its services and expenses in
connection with the distribution of Class A shares and providing personal
service to and/or maintenance of Class A shareholder accounts. Class A of
Equity Portfolio Growth and Equity Income may pay FDC a distribution fee at
an annual rate up to 0.75% of its average net assets, or such lesser amount
as the Trustees may determine from time to time. Class A of Emerging
Markets Income, High Yield, Strategic Income, Government Investment,
Limited Term Bond, High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt may pay FDC a distribution fee at an annual
rate up to 0.40% of its average net assets, or such lesser amount as the
Trustees may determine from time to time. 
Class A of each of Overseas, Equity Portfolio Growth, Global Resources,
Growth Opportunities, Strategic Opportunities, Equity Income, and Income &
Growth currently pays FDC monthly at an annual rate of 0.65% of    its
    average net assets; and Class A of each of Emerging Markets Income,
High Yield, Strategic Income, Government Investment, Limited Term Bond,
High Income Municipal and Limited Term Tax-Exempt currently pays FDC at an
annual rate of 0.25% of    its     average net assets; and Class A of each
of Short Fixed-Income and Short-Intermediate Tax-Exempt currently pays FDC
monthly at an annual rate of 0.15% of    its     average net assets. For
purposes of calculating the distribution fee, average net assets are
determined at the close of business on each day throughout the month. The
   Class A     distribution fee may be increased only when the Trustees
believe that it is in the best interest of the applicable class's
shareholders to do so. 
Up to the full amount of the Class A distribution fee may be reallowed to
Investment Professionals based upon the level of marketing and distribution
services provided.
Class B shares    of each fund     of have also adopted a DISTRIBUTION AND
SERVICE PLAN. Under the Class B Plans, Class B    shares are     authorized
to pay FDC a monthly distribution fee as compensation for its services and
expenses in connection with the distribution of Class B shares of the
applicable fund. Class B    of each fund     currently pays FDC monthly at
an annual rate of 0.75% of its average net assets determined at the close
of business on each day throughout the month. In addition, pursuant to each
Class B Plan, Investment Professionals are compensated at an annual rate of
0.25% of average net assets of that fund's Class B for providing personal
service to and/or maintenance of Class B shareholder accounts.
The Plans also specifically recognize that FMR may make payments from its
management fee, revenue, past profits or other resources to Investment
Professionals for their services to each class's shareholders.    The Board
of Trustees of each fund has not authorized such payments.    
Each fund also pays other expenses, such as legal, audit, and custodian
fees; in some instances, proxy solicitation costs; and the compensation of
trustees who are not affiliated with Fidelity. A broker-dealer may use a
portion of the commissions paid by the fund to reduce the fund's custodian
or transfer agent fees.
The portfolio turnover rate for fiscal 1994 was 34% for Overseas, 137% for
Equity Portfolio Growth, 125% for Global Resources, 43% for Growth
Opportunities, 228% (annualized) for Strategic Opportunities, 140% for
Equity Income, 202% for Income & Growth, 354% (annualized) for Emerging
Markets Income, 118% for High Yield, 104% (annualized) for Strategic
Income, 68% for Limited Term Bond, 313% for Government Investment, 108% for
Short Fixed-Income, 38% for High Income Municipal, 53% for Limited Term
Tax-Exempt, and 111% (annualized) for Short-Intermediate Tax-Exempt. These
rates vary from year to year. High turnover rates increase transaction
costs and may increase taxable capital gains. FMR considers these effects
when evaluating the anticipated benefits of short-term investing.
   YOUR ACCOUNT    
 
 
TYPES OF ACCOUNTS
   Read your Investment Professional's program materials in conjunction
with this prospectus for additional service features or fees  that may
apply. Certain features of the funds, such as minimum initial or subsequent
investment amounts, may be modified in these programs, and administrative
charges may be imposed for the services rendered.
The different ways to set up (register) your account with Fidelity are
listed on the right.
The account guidelines that follow may not apply to certain funds or to
certain retirement accounts. For instance, tax-free funds are not available
for purchase in retirement accounts. If your employer offers a fund through
a retirement program, contact your employer for more information. Otherwise
call your Investment Professional directly. If you have selected Fidelity
Advisor Funds as an investment option through an Insurance Company group
pension program, please contact the provider directly.    
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT        (THE FOLLOWING OPTIONS ARE AVAILABLE ONLY FOR TAXABLE
FUNDS)
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 401(K) PLANS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
(solid bullet) MONEY PURCHASE/PROFIT SHARING PLANS (KEOGH PLANS) are
tax-deferred pension accounts designated for employees of unincorporated
businesses or for persons who are self-employed.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA). Contact your Investment
Professional.
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Contact your Investment Professional.
HOW TO BUY SHARES
Once each business day, two share prices are calculated for Class A shares
of each fund: the offering price and the NAV. The offering price for    
Class A     includes a front-end sales charge, which you pay when you buy
Class A shares, unless you qualify for a reduction or waiver as
described    beginning     on page        . When you buy Class A shares at
the offering price, the transfer agent deducts the applicable sales charge
and invests the rest at NAV. Each fund's Class B NAV, is also calculated
every business day. Class B shares of each fund are sold without a
front-end sales charge and may be subject to a CDSC upon redemption. For
information on how the CDSC is calculated, see "Transaction Details," page
       .
Shares are purchased at the next offering price or NAV, as applicable,
calculated after your order is received and accepted by the transfer agent.
The offering price and NAV are normally calculated at 4:00 p.m. Eastern
time.
If you are placing your order through an Investment Professional, it is the
responsibility of your Investment Professional to transmit your order to
buy shares to the appropriate transfer agent before 4:00 p.m. Eastern time.
The transfer agent must receive payment within    three     business days
after an order for shares is placed; otherwise your purchase order may be
canceled and you could be held liable for resulting fees and/or losses.
Share certificates may be available for Class A shares        upon request.
Share certificates are not available for Class B shares.
IF YOU ARE NEW TO THE FIDELITY ADVISOR FUNDS, complete and sign an account
application and mail it along with your check. If there is no account
application accompanying this prospectus, call your Investment
Professional.
   If you are investing through a tax-sheltered retirement plan, such as an
IRA, for the first time, you will need a special application. Contact your
Investment Professional for more information and a retirement account
application.    
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY ADVISOR FUND, you can:
(small solid bullet) Mail an account application with a check,
(small solid bullet) Wire money into your account, 
(small solid bullet) Open your account by exchanging from the same class of
another Fidelity Advisor fund, or
(small solid bullet) Contact your Investment Professional.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity Advisor retirement accounts $500
Through automatic investment plans $1,000
TO ADD TO AN ACCOUNT $250
For Fidelity Advisor retirement accounts $100
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity Advisor retirement accounts NONE
PURCHASE AMOUNTS OF MORE THAN $250,000 WILL NOT BE ACCEPTED FOR CLASS B
SHARES.
   For further information on opening an account, please consult your
Investment Professional or refer to the account application.    
 
      TO OPEN AN ACCOUNT   TO ADD TO AN ACCOUNT   
 
 
 
 
<TABLE>
<CAPTION>
<S>                            <C>                                                          <C>     
PHONE                          (small solid bullet) Contact your Investment Professional    (small solid bullet) Contact your
                                                                                             Investment Professional    
YOUR INVESTMENT PROFESSIONAL   or, if you are investing through a                           or, if you are investing through a 
                               Broker-Dealer or Insurance                                   Broker-Dealer or Insurance 
                               Representative call 1-800-522-7297.                          Representative call 1-800-522-7297. If
                               If you are investing through a Bank                          you are investing through a Bank 
                               Representative call 1-800-843-3001.                          Representative call 1-800-843-3001.
                               (small solid bullet) Exchange from the same class of         (small solid bullet) Exchange from the
                                                                                            same class of         
                               another Fidelity Advisor fund account                        another Fidelity Advisor fund 
                                                                                            account                        
                               with the same registration, including                        with the same registration, 
                                                                                            including                        
                               name, address, and taxpayer ID                               name, address, and taxpayer ID
                               number.                                                      number.    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                                   <C>       
Mail (mail_graphic)   (small solid bullet) Complete and sign the account    (small solid bullet) Make your check payable to the
                      application. Make your check payable                  complete name of the fund of your
                      to the complete name of the fund of                   choice and note the applicable class.
                      your choice and note the applicable                   Indicate your fund account number on 
                      class. Mail to the address indicated                  your check and mail to the address  
                      on the application.                                   printed on your account statement. 
                                                                            (small solid bullet) Exchange by mail: call your
                                                                            Investment    
                                                                            Professional for instructions.
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                        <C>                                                        <C>   
In Person (hand_graphic)   (small solid bullet) Bring your account application and    (small solid bullet) Bring your check to 
                                                                                      your Investment    
                           check to your Investment                                   Professional. 
                           Professional.                                                            
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                                          <C>  
Wire (wire_graphic)                 (small solid bullet) Not available           (small solid bullet) If you are investing 
                                                                                 through a            
                                                                                 Broker-Dealer or Insurance
                                                                                 Representative, wire to:
                                                                                   State Street Bank & Trust Co. 
                                                                                   Routing # 011000028 
                                                                                 ATTN:  Custody & Shareholder 
                                                                                 Services Division  
                                                                                 CREDIT:  Fund Name 
                                                                                   DDA# 99029084   
                                                                                 FBO: (Account name)
                                                                                   (Account number) 
                                                                                                     
                                                                                 If you are investing through a Bank
                                                                                 Representative, wire to:     
                                                                                   Banker's Trust Co.   
                                                                                   Routing # 021001033 
                                                                                   Custody & Shareholder Services 
                                                                                 Division               
                                                                                   Fidelity Advisor DART System 
                                                                                   A/C #00159759               
                                                                                 FBO: (Account name)          
                                                                                   (Account number)           
                                                                                 Specify the complete name of the fund  
                                                                                 of your choice   ,     note the applicable 
                                                                                 class,              
                                                                                 and include your account number and  
                                                                                 your name.    
 
Automatically (automatic_graphic)      (small solid bullet) Not available.          (small solid bullet) Use Fidelity Advisor
                                                                                 
    
   Investment Program. Sign up for this     
                                                                                    service when opening your account, or      
                                                                                    call your Investment Professional to      
                                                                                    begin the program.     
 
</TABLE>
 
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted by the
transfer agent, less any applicable CDSC. NAV is normally calculated at
4:00 p.m. Eastern time.
   TO SELL SHARES IN A NON-RETIREMENT ACCOUNT,     you may use any of the
methods described on these pages.
TO SELL SHARES IN A FIDELITY ADVISOR RETIREMENT ACCOUNT, your request must
be made in writing, except for exchanges to other Fidelity funds, which can
be requested by phone or in writing.        
To sell certificate   d     shares, call    your Investment
Professional     for instructions.        
If you have selected Fidelity Advisor Funds as an investment option through
an Insurance Company group pension program, ple   a    se contact the
provider directly.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR NON-RETIREMENT ACCOUNT SHARES,
leave at least $1,000 worth of shares in the account to keep it open.
TO SELL SHARES BY BANK WIRE, you will need to sign up for th   is    
service        in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and the fund from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner, 
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity Advisor account with a different registration, or
(small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) The applicable class name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
signed certificates (if applicable), and
(small solid bullet) Any other applicable requirements listed in the
following table.
Deliver your letter to your Investment Professional, or mail it to the
following address:
(small solid bullet) If you purchase   d     your shares through a
Broker-Dealer or Insurance Representative:
Fidelity Advisor Funds
P.O. Box 8302
Boston, MA 02266-8302
(small solid bullet) If you purchased your shares through a Bank
Representative:
Fidelity Investments Institutional Operations Co   mpany    
82 Devonshire Street ZR5
Boston, MA 02109
Unless otherwise instructed, the transfer agent will send a check to the
record address.
CHECKWRITING
If you have a checkbook for your account in Short Fixed-Income or
Short-Intermediate Tax-Exempt, you may write an unlimited number of checks.
The minimum amount for a check is $500. Do not, however, try to close out
your account by check.
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
<TABLE>
<CAPTION>
<S>                            <C>                                   <C>                                                     
PHONE                          All account types except retirement   (small solid bullet) Maximum check request: $100,000.   
YOUR INVESTMENT PROFESSIONAL                                                                                                 
                                                                                                                             
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                                   <C>   
(phone_graphic)                                  All account types                     (small solid bullet) You may exchange to 
                                                                                       the same class of          
                                                                                       other Fidelity Advisor funds    or to 
                                                                                       other                         
                                                                                          Fidelity funds     if both accounts 
                                                                                       are                          
                                                                                       registered with the same name(s), 
                                                                                       address, and taxpayer ID number.
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint Tenant,             (small solid bullet) The letter of
                                                 Sole Proprietorship,                  by all persons required to sign for  
                                                 UGMA, UTMA                            transactions, exactly as their names
                                                                                       appear on the account and sent to your 
                                                 Retirement account                    Investment Professional or the transfer 
                                                                                       agent.                             
                                                                                       (small solid bullet) The account owner 
                                                                                       should complete a            
                                                                                       retirement distribution form. Contact 
                                                                                       your                          
                                                                                       Investment Professional or, if you 
                                                                                       purchased your shares through a   
                                                                                       Broker-Dealer or Insurance   
                                                                                       Representative, call 1-800-522-7297. If 
                                                                                       you purchased your shares through a 
                                                                                       Bank Representative, call     
                                                                                       1-800-843-3001.   
 
                                                 Trust                                 (small solid bullet) The trustee must sign
                                                                                       the letter indicating    
                                                                                       capacity as trustee. If the trustee's 
                                                                                       name                          
                                                                                       is not in the account registration, 
                                                                                       provide a                       
                                                                                       copy of the trust document certified 
                                                                                       within                         
                                                                                       the last 60 days.
 
                                                 Business or Organization              (small solid bullet) At least one person
                                                                                       authorized by              
                                                                                       corporate resolution to act on the 
                                                                                       account must sign the letter.  
 
                                                 Executor, Administrator,              (small solid bullet) For instructions 
                                                                                       contact your Investment       
                                                 Conservator/Guardian                  Professional or, if you purchased your
                                                                                       shares through a Broker-Dealer or  
                                                                                       Insurance Representative, call  
                                                                                       1-800-522-7297. If you purchased your 
                                                                                       shares through a Bank Representative,
                                                                                       call 1-800-843-3001.               
 
Wire (wire_graphic)                              All account types except retirement   (small solid bullet) You must sign up 
                                                                                       for the wire feature          
                                                                                       before using it. To verify that it is in 
                                                                                       place, contact your Investment 
                                                                                       Professional or, if you purchased your 
                                                                                       shares through a Broker-Dealer or  
                                                                                       Insurance Representative, call   
                                                                                       1-800-522-7297. If you purchased your  
                                                                                       shares through a Bank Representative, 
                                                                                       call 1-800-843-3001. Minimum wire:
                                                                                       $500.   
                                                                                       (small solid bullet) Your wire redemption
                                                                                       request must be           
                                                                                       received by the transfer agent before  
                                                                                       4:00 p.m. Eastern time for money to be   
                                                                                       wired on the next business day.
 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>                                    <C>                                                              
Check (check_graphic)   For all non-retirement Short           (small solid bullet) Minimum check: $500.                        
                        Fixed-Income and Short-Intermediate    (small solid bullet) All account owners must sign a signature    
                        Tax-Exempt accounts only.              card to receive a checkbook.                                     
 
</TABLE>
 
Telephone redemptions cannot be processed for Fidelity Advisor fund
prototype retirement accounts where State Street Bank and Trust Company is
the custodian.
INVESTOR SERVICES
Fidelity Advisor funds provide a variety of services to help you manage
your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include the
following:
(small solid bullet) Confirmation statements (after every transaction   
    that affects your account balance or your account registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed,
even if you have more than one account in the fund. Call your Investment
Professional if you need additional copies of financial reports.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your shares and buy shares of the same
class of other Fidelity Advisor funds    or shares of other Fidelity
funds     by telephone or in writing. The Class A shares you exchange will
carry credit for any front-end sales charge you previously paid in
connection with their purchase.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see "Exchange
Restrictions" page        .
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM lets you set up periodic
redemptions from your account. Only Class A shares with an account value of
$10,000 or more        are eligible for this program. Because of Class A'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 shares on a regular basis.
One easy way to pursue your financial goals is to invest money regularly.
Fidelity Advisor funds offer convenient services that let you transfer
money into your fund account, or between fund accounts, automatically.
While regular investment plans do not guarantee a profit and will not
protect you against loss in a declining market, they can be an excellent
way to invest for retirement, a home, educational expenses, and other
long-term financial goals. Certain restrictions apply for retirement
accounts. Call your Investment Professional for more information.
REGULAR INVESTMENT PLANS
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY ADVISOR FUND
 
<TABLE>
<CAPTION>
<S>                   <C>                    <C>                                                                                    
 
MINIMUM  MINIMUM      FREQUENCY              SETTING UP OR CHANGING                                                                 
 
INITIAL  ADDITIONAL   Monthly, bimonthly,    (small solid bullet) For a new account, complete the appropriate section on the        
 
$1,000  $100[A]       quarterly,             application.                                                                           
 
                      or semi-annually       (small solid bullet) For existing accounts, call your Investment Professional for an   
 
                                             application.                                                                           
 
                                             (small solid bullet) To change the amount or frequency of your investment, contact     
 
                                             your Investment Professional directly or, if you purchased your                        
 
                                             shares through a Broker-Dealer or Insurance Representative, call                       
 
                                             1-800-522-7297. If you purchased your shares through a Bank                            
 
                                             Representative, call 1-800-843-3001. Call at least 10 business                         
 
                                             days prior to your next scheduled investment date        (20 business                  
 
                                             days if you purchased your shares through a bank)   .                                  
 
 
</TABLE>
 
FIDELITY ADVISOR SYSTEMATIC EXCHANGE PROGRAM
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND OR A FIDELITY ADVISOR FUND
TO ANOTHER FIDELITY ADVISOR FUND
 
<TABLE>
<CAPTION>
<S>       <C>                   <C>                                                                                          
MINIMUM   FREQUENCY             SETTING UP OR CHANGING                                                                       
$100      Monthly, quarterly,   (small solid bullet) To establish, call your Investment Professional after both              
          semi-annually, or     accounts are opened.                                                                         
          annually              (small solid bullet) To change the amount or frequency of your investment, contact           
                                your Investment Professional directly or, if you purchased your                              
                                shares through a Broker-Dealer or Insurance Representative, call                             
                                1-800-522-7297. If you purchased your shares through a Bank                                  
                                Representative, call 1-800-843-3001.                                                         
                                (small solid bullet) The account from which the exchanges are to be processed must           
                                have a minimum balance of $10,000. The account into which the                                
                                exchange is being processed must have a minimum    balance     of                            
                                $1,000.                                                                                      
                                   (small solid bullet)     Both accounts must have the same registration and taxpayer ID    
                                numbers.                                                                                     
                                (small solid bullet) Call at least 2 business days prior to your next scheduled              
                                exchange date.                                                                               
 
</TABLE>
 
[A] BECAUSE THEIR SHARE PRICES FLUCTUATE, THE        FUNDS MAY NOT BE
APPROPRIATE CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net income and capital gains
to shareholders each year. Each fund pays capital gains, if any, in
December and may pay additional capital gains after the close of its fiscal
year. Normally, dividends for Equity Income and Income & Growth are
distributed in March, June, September and December; dividends for Overseas,
Equity Portfolio Growth, Global Resources, Growth Opportunities and
Strategic Opportunities are distributed in December; dividends for Equity
Portfolio Growth and Equity Income may also be distributed in January;
dividends for Emerging Markets Income, Strategic Income, High Yield,
Limited Term Bond, Government Investment, Short Fixed-Income, High Income
Municipal, Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt are
declared daily and paid monthly.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. The funds offer four options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the same class of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund, but you will be sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS PROGRAM(registered trademark). Your dividend and
capital gain distributions will be automatically invested in the same class
of shares of another identically registered Fidelity Advisor fund.
If you select distribution option 2 or 3 and the U.S. Postal Service cannot
deliver your checks, or if your checks remain uncashed for six months,
those checks will be reinvested in your account at the current NAV and your
election may be converted to the Reinvestment Option. 
   You may change your distribution option at any time by notifying the
transfer agent in writing.    
For retirement accounts, all distributions are automatically reinvested.
When you are over 59 1/2 years old, you can receive distributions in cash.
Shares purchased through reinvestment of dividend and capital gain
distributions are not subject to a sales charge. If you direct Class A
distributions to a fund with a 4.75% front-end sales charge, you will not
pay a sales charge on those purchases.
When each of Overseas, Equity Portfolio Growth, Global Resources, Growth
Opportunities, Strategic Opportunities, Equity Income and Income & Growth
deducts a distribution from its NAV, the reinvestment price is the
applicable fund's NAV at the close of business that day. 
Dividends from Emerging Markets Income, High Yield, Strategic Income,
Government Investment, Limited Term Bond, Short Fixed-Income, High Income
Municipal, Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt will
be reinvested at the applicable fund   '    s NAV on the last day of the
month. Capital gain distributions from these funds will be reinvested at
the NAV as of the date the applicable fund deducts the distributions from
its NAV. Distribution checks will be mailed within seven days for a
December ex-dividend date.
TAXES
As with any investment, you should consider how an investment in the funds
could affect you. Below are some of the funds' tax implications. If your
account is not a tax-deferred retirement account, be aware of these tax
implications. 
TAXES ON DISTRIBUTIONS. Interest income that High Income Municipal, Limited
Term Tax-Exempt, and Short-Intermediate Tax-Exempt earn is distributed to
shareholders as income dividends. Interest that is federally tax-free
remains tax-free when it is distributed. Distributions from    each fund
(except High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt)    , however, are subject to federal income
tax and may also be subject to state or local taxes. If you live outside
the United States, your distributions from these funds could also be taxed
by the country in which you reside.
For federal tax purposes, income and short-term capital gain distributions
for    each fund (except High Income Municipal, Limited Term Tax-Exempt,
and Short-Intermediate Tax-Exempt),     are taxed as dividends; long-term
capital gain distributions are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
However, for shareholders of High Income Municipal, Limited Term
Tax-Exempt,    and     Short-Intermediate Tax-Exempt, gain on the sale of
tax-free bonds results in taxable distributions.    For shareholders of
High Income Municipal, Limited Term Tax-Exempt, and Short-Intermediate
Tax-Exempt, s    hort-term capital gains and a portion of the gain on bonds
purchased at a discount are taxed as dividends; long-term capital gain
distributions, if any, are taxed as long-term capital gains.
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.
Every January, the transfer agent will send you and the IRS a statement
showing the taxable distributions paid to you in the previous year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. High Income Municipal may invest up to 100% of its
assets and each of Limited Term Tax-Exempt and Short-Intermediate
Tax-Exempt may invest up to 20% of its assets in these securities.
Individuals who are subject to the tax must report this interest on their
tax returns.
A portion of    the dividends from     High Income Municipal, Limited Term
Tax-Exempt,    and     Short-Intermediate Tax-Exempt        may be free
from state or local taxes. Income from investments in your state are often
tax-free to you. Each year, the transfer agent will send you a breakdown of
income from each state to help you calculate your taxes.
During fiscal 1994, 100% of the income dividends from High Income
Municipal, Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt's were
free from federal income tax. And during fiscal 1994, 5.63% of High Income
Municipal's and 11.07% of Short-Intermediate Tax-Exempt's income dividends
were subject to the federal alternative minimum tax.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges - are subject
to capital gains tax. A capital gain or loss is the difference between the
cost of your shares and the price you receive when you sell them. 
Whenever you sell shares of a fund, the transfer agent will send you a
confirmation statement showing how many shares you sold and at what price. 
You will also receive a consolidated transaction statement at least
quarterly. However, it is up to you or your tax preparer to determine
whether this sale resulted in a capital gain and, if so, the amount of tax
to be paid. BE SURE TO KEEP YOUR REGULAR ACCOUNT STATEMENTS; the
information they contain will be essential in calculating the amount of
your capital gains.
"BUYING A DIVIDEND." If you buy shares just before a fund deducts a capital
gain distribution or dividend distribution, as applicable, from its NAV,
you will pay the full price for the shares and then receive a portion of
the price back in the form of a taxable distribution.
CURRENCY CONSIDERATIONS. For funds that can invest in foreign securities,
if a fund's dividends exceed its taxable income in any year, which is
sometimes the result of currency-related losses, all or a portion of the
fund's dividends may be treated as a return of capital to shareholders for
tax purposes. To minimize the risk of a return of capital, each of these
funds may adjust its dividends to take currency fluctuations into account,
which may cause the dividends to vary. Any return of capital will reduce
the cost basis of your shares, which will result in a higher reported
capital gain or a lower reported capital loss when you sell your shares.
The statement you receive in January will specify if any distributions
included a return of capital.
Undistributed net gains from currency transactions, if any, will generally
be distributed as a separate dividend in December. 
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on a fund and
its investments and these taxes generally will reduce a fund's
distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the fund, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments. 
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Each class's NAV and offering price are calculated as of the close
of business of the NYSE, normally 4:00 p.m. Eastern time.
A CLASS'S NAV is the value of a single share. The NAV of each class is
computed by adding that class's pro rata share of the value of the
applicable fund's investments, cash, and other assets, subtracting that
class's pro rata share of the value of the applicable fund's liabilities,
subtracting the liabilities allocated to that class,    and divid    ing
   the result     by the number of shares of that class that are
outstanding.
Each fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE OFFERING PRICE (price to buy one share) is the applicable class's NAV,
plus a sales charge for Class A shares. Class A has a maximum sales charge
of 4.75% (1.50% for Short Fixed-Income and Short-Intermediate Tax-Exempt)
of the offering price. The REDEMPTION PRICE (price to sell one share) is
the applicable class's NAV, minus any applicable CDSC for Class B shares.
SALES CHARGES AND INVESTMENT PROFESSIONAL
CONCESSIONS - CLASS A
(EXCEPT SHORT FIXED INCOME AND SHORT-INTERMEDIATE TAX-EXEMPT)
        Sales Charge as % of                 
 
                                                         Investment    
                                   Offering    Net       Profession    
                                               Amount    al            
                                   Price       Investe   Concession    
                                               d         as % of       
                                                         Offering      
                                                         Price         
 
Less than $50,000                   4.75        4.99      4.00%        
                                   %           %                       
 
$50,000 to less than $100,000       4.50        4.71      4.00%        
                                   %           %                       
 
$100,000 to less than $250,000      3.50        3.63      3.00%        
                                   %           %                       
 
$250,000 to less than $500,000      2.50        2.56      2.00%        
                                   %           %                       
 
$500,000 to less than $1,000,000    2.00        2.04      1.75%        
                                   %           %                       
 
$1,000,000 or more                 None        None      See           
                                                         Below[A]      
 
 
SHORT-FIXED-INCOME FUND AND
SHORT-INTERMEDIATE TAX-EXEMPT FUND:
Less than $1,000,000    1.50    1.52    1.20%     
                       %       %                  
 
$1,000,000 or more     None    None    See        
                                       Below[A]   
 
[A] INVESTMENT PROFESSIONALS WILL BE COMPENSATED WITH A FEE OF 0.25% FOR
PURCHASES OF $1 MILLION OR MORE IF THE ASSETS ON WHICH THE 0.25% IS PAID
REMAIN WITHIN THE FIDELITY ADVISOR FUNDS FOR ONE YEAR, EXCEPT FOR PURCHASES
THROUGH A BANK OR BANK-AFFILIATED BROKER-DEALER THAT QUALIFY FOR A SALES
CHARGE WAIVER DESCRIBED    BEGINNING     ON PAGE . ALL ASSETS ON WHICH THE
0.25% FEE IS PAID MUST REMAIN IN CLASS A SHARES OF THE FIDELITY ADVISOR
FUNDS, INITIAL CLASS SHARES OF DAILY MONEY FUND: U.S. TREASURY PORTFOLIO,
OR SHARES OF DAILY MONEY FUND: MONEY MARKET PORTFOLIO OR DAILY TAX-EXEMPT
MONEY FUND FOR A PERIOD OF ONE UNINTERRUPTED YEAR, OR THE INVESTMENT
PROFESSIONAL WILL BE REQUIRED TO REFUND THIS FEE TO FDC.
CONTINGENT DEFERRED SALES CHARGE. Class B shares may, upon redemption, be
assessed a CDSC based on the following schedule:
From Date of Purchase   Contingent     
                        Deferred       
                        Sales Charge   
 
Less than 1 year                    4%   
 
1 year to less than 3 years         3%   
 
3 years to less than 4 years        2%   
 
4 years to less than 5 years        1%   
 
5 years to less than 6 years [A]    0%   
 
[A] AFTER A MAXIMUM HOLDING PERIOD OF 6 YEARS, CLASS B SHARES WILL CONVERT
AUTOMATICALLY TO CLASS A SHARES OF THE SAME FIDELITY ADVISOR FUND. SEE
"CONVERSION FEATURE" BELOW FOR MORE INFORMATION.
 
Investment Professionals with wh   om     FDC has agreements receive as
compensation from FDC a concession equal to 3.00% of your purchase of Class
B shares.
The CDSC will be calculated based on the lesser of the cost of Class B
shares at the initial date of purchase or the value of Class B shares at
redemption, not including any reinvested dividends or capital gains. In
determining the applicability and rate of any CDSC at redemption, Class B
shares representing reinvested dividends and capital gains, if any, will be
redeemed first, followed by Class B shares that have been held for the
longest period of time. Class B shares acquired through distributions
(dividends or capital gains) will not be subject to a CDSC.
CONVERSION FEATURE. After a maximum holding period of six years from the
initial date of purchase, Class B shares    and any capital appreciation
associated therewith,     convert automatically to Class A shares of the
same Fidelity Advisor fund. Conversion to Class A shares will be made at
NAV. At the time of conversion, a portion of the Class B shares purchased
through the reinvestment of dividends or capital gains (Dividend Shares)
will also convert to Class A shares. The portion of Dividend Shares that
will convert is determined by the ratio of your converting Class B
non-Dividend Shares to your total Class B non-Dividend Shares.        
For more information about the CDSC, including the conversion feature and
the permitted circumstances for CDSC waivers, contact your Investment
Professional.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A 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 of any
of the other Fidelity Advisor funds, at the NAV next determined after
receipt of your investment order, provided that such reinvestment is made
within 30 days of redemption. Under these circumstances, the dollar amount
of the CDSC you paid on Class B shares will be reimbursed to you by
reinvesting that amount in Class B 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 schedule, the holding period of your
Class B shares will continue as if Class B shares had not been redeemed.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity and the transfer
agent may only be liable for losses resulting from unauthorized
transactions if they do not follow reasonable procedures designed to verify
the identity of the caller. Fidelity and the transfer agent will request
personalized security codes or other information, and may also record
calls. You should verify the accuracy of the confirmation statements
immediately after receipt. If you do not want the ability to redeem and
exchange by telephone, call the transfer agent for instructions. Additional
documentation may be required from corporations, associations and certain
fiduciaries.
IF YOU ARE UNABLE TO REACH THE TRANSFER AGENT BY PHONE (for example, during
periods of unusual market activity), consider placing your order by mail. 
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page        . Purchase orders may be refused if, in FMR's opinion, they
would disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV or offering price, as applicable, calculated after your order is
received and accepted by the transfer agent. Note the following: 
(small solid bullet) The funds do not accept cash.
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks. 
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
canceled and you could be liable for any losses or fees a fund or the
transfer agent has incurred.
(small solid bullet) Direct Purchases: You begin to earn dividends as of
the first business day following the day the fund receives payment.
(small solid bullet) Automated Purchase Orders : You begin to earn
dividends as of the business day your order is received and accepted.
AUTOMATED PURCHASE ORDERS.    S    hares of    each     fund        can be
purchased or sold through Investment Professionals utilizing an automated
order placement and settlement system that guarantees payment for orders on
a specified date.
TO AVOID THE COLLECTION PERIOD associated with check purchases, consider
buying shares by bank wire, U.S. Postal money order, U.S. Treasury check,
or Federal Reserve check.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV, minus any applicable CDSC, calculated after your order is
received and accepted    by the transfer agent    . Note the following: 
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you. 
(small solid bullet) Shares of Emerging Markets Income, High Yield,
   Strategic Income,     Government Investment,    Limited Term Bond,
    Short Fixed-Income, High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt will earn dividends through the date of
redemption; however, shares redeemed on a Friday or prior to a holiday will
continue to earn dividends until the next business day.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check have been collected,
which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
       THE TRANSFER AGENTS RESERVE THE RIGHT TO DEDUCT AN ANNUAL
MAINTENANCE FEE    of $12.00 from accounts with a value of less than
$2,500, subject to an annual maximum charge of $60.00 per shareholder.
    In determining whether an annual maintenance fee will be deducted,
Class A accounts will be given credit for the current maximum front-end
sales charge multiplied by the value of the account on the calculation
date.    Accounts opened after September 30 will not be subject to the fee
for that year. The fee, which is payable to the transfer agent, is designed
to offset in part the relatively higher costs of servicing smaller
accounts. The fee will not be deducted from retirement accounts (except
non-Fidelity prototype retirement accounts), accounts using a systematic
investment program, or if total assets in Fidelity mutual funds exceed
$50,000. Eligibility for the $50,000 waiver is determined by aggregating
Fidelity mutual fund accounts maintained by FIIOC or State Street which are
registered under the same primary social security number.    
IF YOUR NON-RETIREMENT ACCOUNT BALANCE FALLS BELOW $1,000, you will be
given 30 days' notice to reestablish the minimum balance. If you do not
increase your balance, the transfer agent reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at the
NAV, minus any applicable CDSC, on the day your account is closed. 
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC will, at its expense, provide promotional incentives such as sales
contests and luxury trips to Investment Professional   s     who support
the sale of shares of the funds. In some instances, these incentives will
be offered only to certain types of Investment Professionals, such as
bank-affiliated or non-bank affiliated broker-dealers, or to Investment
Professionals whose representatives provide services in connection with the
sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging Class A or Class B
shares of a fund for the same class of shares of other Fidelity Advisor
funds   ; Class A shares for Initial Class shares of Daily Money Fund: U.S.
Treasury Portfolio or shares of Daily Money Fund: Money Market Portfolio or
Daily Tax-Exempt Money Fund; and Class B shares for Class B shares of Daily
Money Fund: U.S. Treasury Portfolio.     However, you should note the
following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the difference between that fund's sales charge and any sales charge
you    may     have previously paid in connection with the shares you are
exchanging. For example, if you had already paid a sales charge of 2% on
your shares and you exchange them into a fund with a 3% sales charge, you
would pay an additional 1% sales charge. If you have held Class A shares of
Short Fixed-Income or Short-Intermediate Tax-Exempt for at least six
months, you may exchange at NAV into the same class of any other Advisor
fund.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future. 
SALES CHARGE REDUCTIONS AND WAIVERS
The front-end sales charge will be reduced for purchases of Class A shares
according to the Sales Charge Schedule shown on page  if your purchase
qualifies for one of the following reduction plans. Please refer to the
funds' SAI        for more details about each plan or call your Investment
Professional. If you purchased your shares through a Broker-Dealer or
Insurance Representative, call 1-800-522-7297. If you purchased your shares
through a Bank Representative, call 1-800-843-3001.
Your purchases and existing balances of Class B shares may be included in
the following programs for purposes of qualifying for a Class A front-end
sales charge reduction.
QUANTITY DISCOUNTS apply to purchases of Class A shares of a single
Fidelity Advisor fund or to combined purchases of Class A and Class B
shares of any Fidelity Advisor funds, and to purchases of Initial Class
shares and Class B shares of Daily Money Fund: U.S. Treasury Portfolio and
shares of Daily Money Fund: Money Market Portfolio and Daily Tax-Exempt
Money Fund acquired by exchange from any Fidelity Advisor fund. (Minimum
investment is $50,000, except that the minimum investment in each of Short
Fixed-Income or Short-Intermediate Tax-Exempt is $1 million).
To qualify for a quantity discount, investing in    the     fund's Class A
shares for several accounts at the same time will be considered a single
transaction (Combined Purchase), as long as shares are purchased through
one Investment Professional and the total is at least $50,000 (or at least
$1 million for each of Advisor Short Fixed-Income Fund or Advisor
Short-Intermediate Tax-Exempt Fund).
RIGHTS OF ACCUMULATION let you determine your front-end sales charge on
Class A shares by adding to your new purchase of Class A shares the value
of all of the Fidelity Advisor fund Class A and Class B shares held by you,
your spouse, and your children under age 21. You can also add the value of
Initial Class shares and Class B shares of Daily Money Fund: U.S. Treasury
Portfolio and shares of Daily Money Fund: Money Market Portfolio and Daily
Tax-Exempt Money Fund acquired by exchange from any Fidelity Advisor fund.
A LETTER OF INTENT    (the "Letter")     lets you receive the same reduced
front-end sales charge on purchases of Class A shares made during a
13-month period as if the total amount invested during the period had been
invested in a single lump sum. (See Quantity Discounts above.) You must
file your non-binding Letter    with the Transfer Agent     within 90 days
of the start of your purchases. Your initial investment must be at least 5%
of the amount you plan to invest. Out of the initial investment, 5% of the
dollar amount specified in the Letter will be registered in your name and
held in escrow. You will earn income dividends and capital gain
distributions on escrowed Class A shares. Neither income dividends nor
capital gain distributions reinvested in additional Class A or Class B
shares will apply toward completion of the Letter. The escrow will be
released when your purchase of the total amount has been completed. You are
not obligated to complete the Letter, and in such a case, sufficient
escrowed Class A shares will be redeemed to pay any applicable front-end
sales charges.
A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS A SHARES:
1. Purchased by a bank trust officer, registered representative, or other
employee (or a member of one of their immediate families) of Investment
Professionals having agreements with FDC;
2. Purchased by a current or former trustee or officer of a Fidelity fund
or a current or retired officer, director or regular employee of FMR Corp.
or its direct or indirect subsidiaries (a Fidelity trustee or employee),
the spouse of a Fidelity trustee or employee, a Fidelity trustee or
employee acting as custodian for a minor child, or a person acting as
trustee of trust for the sole benefit of the minor child of a Fidelity
trustee or employee;
3. Purchased by a charitable organization (as defined in Section 501(c)(3)
of the Internal Revenue Code) investing $100,000 or more;
4. Purchased for a charitable remainder trust or life income pool
established for the benefit of a charitable organization (as defined in
Section 501(c)(3) of the Internal Revenue Code);
   5.     Purchased for a Fidelity or Fidelity Advisor IRA account with the
proceeds of a distribution (i) from an employee benefit plan that qualified
for waiver (   7    ) or had a minimum of $3 million in plan assets
invested in Fidelity funds; or (ii) from an insurance company separate
account qualifying under (6) below, or used to fund annuity contracts
purchased by employee benefit plans having in the aggregate at least $3
million in plan assets invested in Fidelity funds;
   6.     Purchased for an insurance company separate account used to fund
annuity contracts for employee benefit plans which, in the aggregate, have
more than 200 eligible employees or a minimum of $1 million in plan assets
invested in Fidelity Advisor funds; 
   7.     Purchased for any state, county, or city, or any governmental
instrumentality, department, authority or agency; 
   8.     Purchased with redemption proceeds from other mutual fund
complexes on which you have previously paid a front-end sales charge or
CDSC; 
       9.    Purchased by a trust institution or bank trust department
(excluding assets described in (11) and (12) below) that has executed a
participation agreement with FDC specifying certain asset minimums and
qualifications, and marketing restrictions. Assets managed by third parties
do not qualify for this waiver.
    10.    Purchased for use in a broker-dealer managed account program,
provided the broker-dealer has executed a participation agreement with FDC
specifying certain asset minimums and qualifications and marketing, program
and trading restrictions. Employee benefit plans assets do not qualify for
this waiver;
11. Purchased as part of an employee benefit plan having more than (i) 200
eligible employees or a minimum of $1 million of plan assets invested of
Fidelity Advisor funds; or (ii) 25 eligible employees or $250,000 of plan
assets invested in Fidelity Advisor Funds that subscribe to the Advisor
Retirement Connection or similar FIIS-sponsored program.
12. Purchased as part of an employee benefit plan through an intermediary
that has signed a participation agreement with FDC specifying certain asset
minimums and qualifications, and marketing, program and trading
restrictions; or    
13. Purchased on a discretionary basis by a registered investment advisor
which is not part of an organization    primarily     engaged in the
brokerage business   , that     has executed a participation agreement with
   FDC     specifying certain asset minimums and qualifications,    and
    marketing program and trading restrictions.    Employee benefit plan
assets do not qualify for this waiver.
In order to continue to qualify for waivers (9), (10) and (13), eligible
investors with existing Class A accounts will be required to sign and
comply with a participation agreement. Eligible investors that do not meet
revised asset requirements specified in the Participation Agreement will be
allowed to continue investing in Class A shares under the terms of their
current relationship until June 30, 1997, after which they will be
prevented from making new or subsequent purchases in Class A load waived,
except that employee benefit plans will be permitted to make additional
purchases of Class A shares load waived.    
You must notify FDC in advance if you qualify for a front-end sales charge
waiver. Employee benefit plan investors must meet additional requirements
specified in the funds' SAI.
If you have authorized a broker-dealer or investment adviser to make
investment decisions for you, or if you are investing through a trust
department, you may qualify to purchase either Class A shares without a
sales charge (as described in (9), (10) and (13), above) or Institutional
Class shares. Because Institutional Class shares have no sales charge, and
do not pay a distribution fee or a shareholder service fee, Institutional
Class shares are expected to have a higher total return than Class A 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, or 
2. In connection with a total or partial redemption related to certain
distributions from retirement plans or accounts.
Your Investment Professional should call Fidelity for more information.
APPENDIX
DESCRIPTION OF MOODY'S        CORPORATE BOND RATINGS:
AAA - Bonds    which are     rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge   d    ." Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.
AA - Bonds    which are     rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than    the     Aaa securities.
A - Bonds    which are     rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered adequate
but elements may be present which suggest a susceptibility to impairment
sometime in the future.
BAA - Bonds    which are     rated Baa are considered as medium-grade
obligations   , (    i.e., they are neither highly protected nor poorly
secured   )    . Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.
BA - Bonds    which are     rated Ba are judged to have speculative
elements   ; t    heir future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.
B - Bonds    which are     rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or    of
    maintenance of other terms of the contract over any long period of time
may be small.
CAA - Bonds    which are     rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect
to principal or interest.
CA - Bonds    which are     rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.
C - Bonds    which are     rated C are the lowest-rated class of
bonds   ,     and issue   s     so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.    Those bonds in the Aa, A, Baa, Ba, and B groups
which Moody's believes possess the strongest investment attributes are
designated by the symbols Aa1, A1, Baa1, and B1.    
DESCRIPTION OF S&P'S        CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highe   st    -rated issues only in small
degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions    than debt in higher rated
categories    .
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rate BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal
payments.    The BB rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BBB- rating.    
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal.    The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.    
CC -    The     rat   ing     CC typically    is     applied to debt
subordinated to senior debt    that     is assigned an actual or implied
CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been
filed   ,     but debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating    also
    will be used upon the filing of a bankruptcy petition if debt service
payments are jeopardized.    The ratings from AA to CCC may be modified by
the addition of a plus or minus to show relative standing within the major
rating categories.
No dealer, sales representative or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by a fund or FDC. This Prospectus and related SAI do not
constitute an offer by a fund or by FDC to sell or to buy shares of a fund
to any person to whom it is unlawful to make such offer.    

                        Fidelity Advisor Class A and Class B 
                                Cross Reference Sheet
     Item Number                     Statement of Additional Information
Section
     -----------                    
- -------------------------------------------
     10, 11           .................... Cover Page; Table of Contents
                      ........
     12               .................... *
                      ........
     13       a - c   .................... Investment Policies and
Limitations
                      ........
              d       .................... Portfolio Transactions
                      ........
     14       a - c   .................... Trustees and Officers
                      ........
     15       a       .................... *
                      ........
              b       .................... Description of the Trusts
                      ........
              c       .................... Trustees and Officers
                      ........
     16       a i     .................... FMR
                      ........
                ii    .................... Trustees and Officers
                      ........
               iii    .................... Management Contracts; Contracts
with FMR
                      ........             Affiliates
              b,c,d   .................... Management Contracts; Contracts
with FMR
                      ........             Affiliates
              e       .................... *
                      ........
              f       .................... Distribution and Service Plans
                      ........
              g       .................... *
                      ........
              h       .................... Description of the Trust
                      ........
              i       .................... Contracts with FMR Affiliates
                      ........
     17       a       .................... Portfolio Transactions
                      ........
              b       .................... Portfolio Transactions
                      ........
              c       .................... Portfolio Transactions
                      ........
              d, e    .................... *
                      ........
     18       a       .................... Description of the Trust
                      ........
              b       .................... *
                      ........
     19       a       .................... Additional Purchase and
Redemption Information
                      ........
              b       .................... Additional Purchase and
Redemption Information;
                      ........             Valuation of Portfolio
Securities
              c       .................... *
                      ........
     20                                    Distributions and Taxes
     21       a, b    .................... Distribution and Service Plans;
Contracts with FMR
                      ........             Affiliates
              c       .................... *
                      ........
     22               .................... Performance
                      ........
     23               .................... Financial Statements
                      ........
     * Not Applicable
     ** To Be Filed By Amendment
 
 
FIDELITY ADVISOR FUNDS
CLASS A AND CLASS B
STATEMENT OF ADDITIONAL INFORMATION
JUNE 30, 1995
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectus (dated
June 30, 1995) for Class A and Class B shares. Please retain this document
for future reference. Each fund's financial statements and financial
highlights, included in their respective Annual Reports, for the most
recent fiscal period are incorporated herein by reference. To obtain an
additional copy of this SAI, the Prospectus or any Annual Report, please
call Fidelity Distributors Corporation, 82 Devonshire Street, Boston,
Massachusetts 02109 or your Investment Professional.
TABLE OF CONTENTS   PAGE   
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   
Investment Policies and Limitations                                                 
 
Special Considerations Affecting Canada                                             
 
Special Considerations Affecting Latin America                                      
 
Special Considerations Affecting Japan, the Pacific Basin, and Southeast Asia       
 
Special Considerations Affecting Europe                                             
 
Special Considerations Affecting Africa                                             
 
Portfolio Transactions                                                              
 
Valuation                                                                           
 
Performance                                                                         
 
Additional Purchase, Exchange, and Redemption Information                           
 
Distributions and Taxes                                                             
 
FMR                                                                                 
 
Trustees and Officers                                                               
 
Management Contracts                                                                
 
Contracts with FMR Affiliates                                                       
 
Distribution and Service Plans                                                      
 
Description of the Trusts                                                           
 
Financial Statements                                                                
 
Appendix                                                                            
 
</TABLE>
 
ACOM-ptb-695
GROWTH FUNDS
Fidelity Advisor Overseas Fund
Fidelity Advisor Equity Portfolio Growth
Fidelity Advisor Global Resources Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Strategic Opportunities Fund
GROWTH AND INCOME FUNDS
Fidelity Advisor Equity Income Fund
Fidelity Advisor Income & Growth Fund
TAXABLE INCOME FUNDS
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Strategic Income Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Limited Term Bond Fund
Fidelity Advisor Short Fixed-Income Fund
TAX-EXEMPT/MUNICIPAL FUNDS
Fidelity Advisor High Income Municipal Fund
Fidelity Advisor Limited Term Tax-Exempt Fund
Fidelity Advisor Short-Intermediate
Tax-Exempt Fund
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc.
(FMR U.K.)
Fidelity Management & Research (Far East) Inc.
(FMR Far East)
Fidelity International Investment Advisors (FIIA)
Fidelity International Investment Advisors (U.K.)
Limited (FIIAL U.K.)
Fidelity Investments Japan Limited (FIJ)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
State Street Bank and Trust Company (State Street) 
(Class A - Taxable Funds)
Fidelity Investments Institutional Operations Company (FIIOC) (Class B -
Taxable Funds)
UMB Bank, n.a. (UMB) (Class A and Class B - 
Tax-Exempt Funds)
 
 
 
 
 
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets or other circumstances will not be considered when determining
whether the investment complies with a fund's investment policies and
limitations.
A fund's fundamental investment policies and limitations cannot be changed
without approval of a "majority of the outstanding voting securities" (as
defined in the Investment Company Act of 1940   )     of the fund. However,
except for the fundamental investment limitations listed below and the
policies restated in the "Fundamental Policies" paragraph on pag   e     ,
the investment policies and limitations described in this SAI are not
fundamental and may be changed without shareholder approval.
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 obligations issued or guaranteed by the
government of the United States, its agencies or instrumentalities) if, as
a result thereof: (i) more than 5% of the fund's total assets would be
invested in the securities of such issuer or (ii) the fund would hold more
than 10% of the outstanding voting securities of such 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 the value of its total assets (including the amount
borrowed), less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of a decline in
net assets will be reduced within three days (exclusive of Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite any issue of securities, except to the extent that the fund
may be deemed to be an underwriter within the meaning of the Securities Act
of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States, its agencies or
instrumentalities) if, as a result thereof, more than 25% of the fund's
total assets (taken at current value) would be invested in the securities
of issuers having their principal business activities in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
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 price
at which they are valued.
(v) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable or invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System if, as a result, the sum of such interests
and other investments considered illiquid under limitation (iv) would
exceed 15% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5.   0    %
of the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements).
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
   (xi) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
For the fund's limitations on futures and options transactions, see the
section entitled    "    Futures and Options" beginning on page        .
For the fund's limitations on short sales, see the section entitled "Short
Sales" on page .
EQUITY PORTFOLIO GROWTH
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed by the Government of the United States, its agencies or
instrumentalities) if, as a result (a) more than 5% of the fund's total
assets (taken at current value) would be invested in the securities of such
issuer, or (b) the fund would hold more than 10% of the voting securities
of such issuer;
(2) make short sales of securities (unless it owns or by virtue of its
ownership of other securities has the right to obtain, securities
equivalent in kind and amount to the securities sold), provided, however,
that the fund may purchase or sell futures contracts;
(3) purchase any securities on margin, except for such short-term credits
as are necessary for the clearance of transactions, provided, however, that
the fund may make initial and variation margin payments in connection with
purchases or sales of futures contracts or of options on futures contracts;
(4) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (including the
amount borrowed) less liabilities (not including borrowings). Any
borrowings that come to exceed 33 1/3% of the value of the fund's total
assets by reason of a decline in net assets will be reduced within 3 days
(exclusive of Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(5) 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);
(6) 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;
(7) purchase or sell real estate (but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(8) 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);
(9) lend any security or make any other loan if, as a result, more than 33
1/3% of the fund's total assets would be lent to other parties, except (i)
through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies and limitations, or (ii)
by engaging in repurchase agreements with respect to portfolio securities;
(10) purchase securities of other investment companies (except in the open
market where no commission other than the ordinary broker's commission is
paid, or as a part of a merger or consolidation, and in no event may
investments in such securities exceed 10% of the total assets of the fund);
(11) purchase the securities of any issuer if, as a result, more than 5% of
the fund's total assets (taken at current value) would be invested in the
securities of companies which, including predecessors, have a record of
less than three years of continuous operation; or
(12) invest in oil, gas, or other mineral exploration or development
programs.
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 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 (4)). 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.
(iii) 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.
(iv) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable, or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(iii) would exceed 10% of the fund's net assets.
(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 purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(vii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(viii) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled    "    Futures and Options" beginning on page        .
For the fund's limitations on short sales, see the section entitled "Short
Sales" on page .
GLOBAL RESOURCES 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 obligations issued or guaranteed by the
government of the United States, or any of its agencies or
instrumentalities) if, as a result thereof, (a) more than 5% of the fund's
total assets would be invested in the securities of such issuer, or (b) the
fund would hold more than 10% of the outstanding voting securities of such
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 the value 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 deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than 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   )    ;   
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 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 fund 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 cannot be sold or disposed of
in the ordinary course of business at approximately the prices at which
they are valued.
(v) The fund does not currently intend to purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to invest in physical commodities
other than precious metals (i.e., gold, palladium, platinum and silver) and
it intends to limit such investments to not more than 25% of the fund's
total assets. The fund may receive no more than 10% of its yearly income
from gains resulting from selling metals or any other physical commodity.
(vii) 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.)
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange or as a result of a reorganization, consolidation, or merger.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
   (xii) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
(xii   i    ) 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 contracts and options, see the
section entitled "Futures and Options   "     on page        . For the
fund's limitations on short sales, see the section entitled "Short Sales"
on page .
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) 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 cannot be sold or disposed of
in the ordinary course of business at approximately the prices at which
they are valued.
(v) The fund does not currently intend to purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments, and
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limit does not apply to purchases of debt securities or
to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii)  The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower cost of the market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions. 
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
   (xi) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
(xi   i    ) 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 "Futures and Options   "     on page        . For the
fund's limitations on short sales, see the section entitled "Short Sales"
on page .
STRATEGIC OPPORTUNITIES FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) 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 thereof, more than 5% of the fund's
total assets (taken at current value) would be invested in the securities
of such issuer;
(2) purchase the securities of any issuer, if such purchase, at the time
thereof, would cause more than 10% of the outstanding voting securities of
such issuer to be held in the fund's portfolio;
(3) issue senior securities (except to the extent that issuance of one or
more classes of shares of the fund in accordance with an order issued by
the Securities and Exchange Commission may be deemed to constitute issuance
of a senior security);
(4) make short sales of securities, (unless it owns, or by virtue of its
ownership of other securities has the right to obtain, at no additional
cost, securities equivalent in kind and amount to the securities sold);
provided, however, that the fund may enter into forward foreign currency
exchange transactions; and further provided that the fund may purchase or
sell futures contracts;
(5) purchase any securities or other property on margin, (except for such
short-term credits as are necessary for the clearance of transactions);
provided, however, that the fund may make initial and variation margin
payments in connection with purchases or sales of futures contracts or
options on futures contracts;
(6) borrow money except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (including the
amount borrowed) less liabilities (not including borrowings). Any
borrowings that come to exceed 33 1/3% of the fund's total assets by reason
of a decline in net assets, will be reduced within three days (exclusive of
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation. The fund will not purchase securities for investment while
borrowings equaling 5% or more of its total assets are outstanding;
(7) underwrite any issue of securities (except 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");
(8) 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 thereof, more than 25% of the fund's
total assets would be invested in the securities of one or more issuers
having their principal business activities in the same industry;
(9) purchase or sell real estate (but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(10) 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);
(11) lend any security or make any other loan if as a result, more than 33
1/3% of the fund's total assets would be lent to other parties except (i)
through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies, and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities;
(12) purchase securities of other investment companies (except in the open
market where no commission other than the ordinary broker's commission is
paid, or as part of a merger or consolidation, and in no event may
investments in such securities exceed 10% of the value of total assets of
the fund). The fund may not purchase or retain securities issued by other
open-end investment companies;
(13) invest more than 5% of the fund's total assets (taken at market value)
in the securities of companies which, including predecessors, have a record
of less than three years' continuous operation; or
(14) invest in oil, gas, or other mineral exploration or development
programs.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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 (6)). 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.
(ii) 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.
(iii) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(ii) would exceed 10% of the fund's net assets.
(iv) 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.)
(v) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(vi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(vii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" on page        . For the fund's
limitations on short sales, see the section entitled "Short Sales" on page
 .
EQUITY INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) 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 total assets would be lent to other parties, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
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 invest in interests in real
estate investment trusts that are not readily marketable or invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System if, as a result, the sum of such interests
and other investments considered illiquid under limitation (iv) would
exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except (a) by lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation or merger.
(viii)  The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xi) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page . For the fund's
limitations on short sales, see the section entitled "Short Sales" on page
 .
INCOME & 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) 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 purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of its net assets. Included in
that amount, but not to exceed 2% of the fund's net assets, may be warrants
that are not listed on the New York Stock Exchange or the American Stock
Exchange. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, other mineral
exploration or development programs or leases.
   (xi) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
(xi   i    ) 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 "Futures and Options" beginning on page . For the fund's
limitations on short sales, see the section entitled "Short Sales" on page
 .
EMERGING MARKETS INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(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 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;
(4) 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;
(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 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 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) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "government securities" as defined for federal tax purposes.
(ii) 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.
(iii) 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.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The 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.
(v) 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.
(vi) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vii) The fund does not currently intend to lend assets other than
securities to other parties, except (a) by lending money (up to 7.5% 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.)
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation or merger.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
   (xii) With respect to 75% of its total assets, the fund does not
currently intend to 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, the fund would hold more
than 10% of the outstanding voting securities of that issuer.
(xiii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.    
(xi   v    ) 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 "Futures and Options" beginning on page        .
HIGH YIELD 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) if, as a result,
(a) more than 5% of the value of the fund's total assets would be invested
in the securities of that issuer, or (b) it 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 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 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 invest in interests in real
estate investment trusts that are not readily marketable or invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System if, as a result, the sum of such interests
and other investments considered illiquid under limitation (iv) would
exceed 15% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(viii)  The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or attached
to securities are not subject to these restrictions.
(ix) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(x) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
   (xi) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
(xi   i    ) 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 "Futures and Options" beginning on page .
STRATEGIC INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(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 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;
(4) 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;
(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 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) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "government securities" as defined for federal tax purposes.
(ii) 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.
(iii) 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.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The 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.
(v) 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% 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 and loan participations or other forms of direct debt instruments
and, in connection therewith, assuming any associated unfunded loan
commitments of the sellers. (This limitation does not apply to purchases of
debt securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation. 
(x) The fund does not currently intend to invest in oil, gas, or other
mineral explorations or development programs or leases.
   (xi) With respect to 75% of its total assets, the fund does not
currently intend to 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, the fund would hold more
than 10% of the outstanding voting securities of that issuer.    
(xi   i    ) 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 "Futures and Options" beginning on page .
GOVERNMENT INVESTMENT 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) 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 issuers having their
principal business activities in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other investments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies 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 repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). 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 illiquid because they are subject to legal or contractual
restrictions on resale or because they cannot be sold or disposed of in the
ordinary course of business at approximately the prices at which they are
valued.
(v)    T    he fund does not currently intend to invest in interests in
real estate investment trusts that are not readily marketable or to invest
in intere   s    ts in real estate limited partnerships that are not listed
on the New York Stock Exchange or the American Stock Exchange or traded
on        the NASDAQ National Market System.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange or as a result of a reorganization, consolidation or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result more than 5%
of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than
thre   e     years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xii) The fund does not currently intend to enter into any futures contract
or option on a futures contract if, as a result, the sum of initial margin
deposits on futures contracts and related options and premiums paid for
options on futures contracts the fund has purchased, after taking into
account unrealized profits and losses on such contracts would exceed 5% of
the fund's total assets.
(xiii) 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 "Futures and Options" beginning on page .    
LIMITED TERM BOND 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) 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)    i    ssue 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 the fund's total assets would be lent to other parties (but
this limitation does not apply to purchases of debt securities or to
repurchase agreements).
(9)        The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL. 
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment advisor 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 7.5% of the fund's
net assets) to a registered investment company or fund 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 purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(vii) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(viii)  The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(ix) The fund currently does not intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to (a) purchase securities of other
investment companies except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(xi) The fund does nor 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 "Futures and Options   "     beginning on page        .
SHORT FIXED-INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) 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 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 (i) lending money (up to 7.5% of the fund's net
assets) to a registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (ii) 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 (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange or as a result of a reorganization, consolidation, or merger.
(vii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(viii) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or attached
to securities are not subject to these restrictions.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
   (x) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.    
(x   i    ) 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 "Futures and Option   s    " on page .
HIGH INCOME MUNICIPAL 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) 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 deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short. 
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). 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 invest in interests of real
estate investment trusts that are not readily marketable, or to invest in
interests of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.    
(vii) The fund does not currently intend to engage in repurchase agreements
or make loans   ,     but this limitation does not apply to purchases of
debt securities.
(viii) The fund does not currently intend to invest more than 25% of its
total assets in industrial revenue bonds related to a single industry.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xii) 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 "Futures and Options" on page .
LIMITED TERM TAX-EXEMPT FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS AND
POLICIES 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) if, as a result,
(a) more than 5% of its 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, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) 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 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 engage in repurchase agreements
or make loans   ,     but this limitation does not apply to purchases of
debt securities.
(vi) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger. Any
securities issued by other investment companies would also have to meet the
fund's credit and maturity standards. In some cases, other investment
companies may incur expenses that are comparable to expenses paid by the
fund, which would be taken into account in considering investments in such
securities.
(vii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(viii) The fund does not currently intend to invest in oil, gas, other
mineral exploration or development programs or leases.
(ix) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
Trustees of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(x) 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 contracts and options, see the
section entitled "Futures and Options   "     beginning on page        .
SHORT-INTERMEDIATE TAX-EXEMPT FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(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 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;
(4) 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 tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are 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) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "government securities" as defined for federal tax purposes.
(ii) 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.
(iii) 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.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The 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.
(v) 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.
(vi) The fund does not currently intend to engage in repurchase agreements
or make loans, but this limitation does not apply to purchases of debt
securities.
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii)  The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the Trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years continuous operation.
(x) The fund may not 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.)
(xi) The fund does not currently intend to invest in interests of real
estate investment trusts that are not readily marketable, or to invest in
interests of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(xii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
   (xiii) With respect to 75% of its total assets, the fund does not
currently intend to 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, the fund would hold more
than 10% of the outstanding voting securities of that issuer.    
(xi   v    )  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 "Futures and Options   "     beginning on page .
For purposes of certain fundamental investment limitations, FMR identifies
the issuer of a security depending on its terms and conditions. In
identifying the issuer, FMR will consider the entity or entities
responsible for payment of interest and repayment of principal and the
source of such payments; the way in which assets and revenues of an issuing
political subdivision are separated from those of other political entities;
and whether a governmental body is guaranteeing the security.
EACH FUND'S INVESTMENTS MUST BE CONSISTENT WITH ITS INVESTMENT OBJECTIVE
AND POLICIES. ACCORDINGLY, NOT ALL OF THE SECURITY TYPES AND INVESTMENT
TECHNIQUES DISCUSSED BELOW ARE ELIGIBLE INVESTMENTS FOR EACH OF THE FUNDS.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940    (1940
Act)    . These transactions may include repurchase agreements with
custodian banks; short-term obligations of, and repurchase agreements with,
the 50 largest U.S. banks (measured by deposits); municipal securities;
U.S. government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions; and
short-term borrowings. In accordance with exemptive orders issued by the
Securities and Exchange Commission (SEC), the Board of Trustees has
established and periodically reviews procedures applicable to transactions
involving affiliated financial institutions.
   ASSET-BACKED SECURITIES represent interests in pools of consumer loans
(generally unrelated to mortgage loans) and most often are structured as
pass-through securities. Interest and principal payments ultimately depend
upon payment of the underlying loans by individuals, although the
securities may be supported by letters of credit or other credit
enhancements. The value of asset-backed securities may also depend on the
creditworthiness of the servicing agent for the loan pool, the originator
of the loans, or the financial institution providing the credit
enhancement.
DELAYED-DELIVERY TRANSACTIONS. A fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered. A fund
may receive fees for entering into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, a fund assumes the
rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
a fund's other investments. If a fund remains substantially fully invested
at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, a fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, the fund does not participate in further gains or losses with
respect to the security. If the other party to a delayed-delivery
transaction fails to deliver or pay for the securities, a fund could miss a
favorable price or yield opportunity, or could suffer a loss.
A fund may renegotiate delayed-delivery transactions after they are entered
into, and may sell underlying securities before they are delivered, which
may result in capital gains or losses.
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions the tax-exempt funds
do not intend to invest in securities whose interest is federally taxable.
However, from time to time on a temporary basis, each tax-exempt fund may
invest a portion of its assets in fixed-income obligations whose interest
is subject to federal income tax.
Should a tax-exempt fund invest in federally taxable obligations, it would
purchase securities that, in FMR's judgment, are of high quality. These
obligations would include those issued or guaranteed by the U.S. government
or its agencies or instrumentalities; obligations of domestic banks; and
repurchase agreements. The funds' standards for high-quality, taxable
obligations are essentially the same as those described by Moody's Investor
Services (Moody's) in rating corporate obligations within its two highest
ratings of Prime-1 and Prime-2, and those described by Standard & Poor's
Corporation (S&P) in rating corporate obligations within its two highest
ratings of A-1 and A-2.
Proposals to restrict or eliminate the federal income tax exemption for
interest on municipal obligations are introduced before Congress from time
to time. Proposals also may be introduced before state legislatures that
would affect the state tax treatment of the tax-exempt funds'
distributions. If such proposals were enacted, the availability of
municipal obligations and the value of the tax-exempt funds' holdings would
be affected and the Trustees would reevaluate the tax-exempt funds'
investment objectives and policies.
FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. A fund will convert currency on a spot basis from time to time, and
investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to a fund at one rate, while offering a lesser rate
of exchange should a fund desire to resell that currency to the dealer.
Forward contracts are generally traded in an interbank market conducted
directly between currency traders (usually large commercial banks) and
their customers. The parties to a forward contract may agree to offset or
terminate the contract before its maturity, or may hold the contract to
maturity and complete the contemplated currency exchange.
A fund may use currency forward contracts for any purpose consistent with
its investment objective. The following discussion summarizes the principal
currency management strategies involving forward contracts that could be
used by a fund. A fund may also use swap agreements, indexed securities,
and options and futures contracts relating to foreign currencies for the
same purposes.
When a fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, a fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." A fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
A fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if a fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. A fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
A fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if a fund held investments denominated in
Deutschemarks, a fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased much as if a fund had sold a security denominated in one currency
and purchased an equivalent security denominated in another. Cross-hedges
protect against losses resulting from a decline in the hedged currency, but
will cause a fund to assume the risk of fluctuations in the value of the
currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. A fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change a fund's investment exposure to changes in
currency exchange rates, and could result in losses to a fund if currencies
do not perform as FMR anticipates. For example, if a currency's value rose
at a time when FMR had hedged a fund by selling that currency in exchange
for dollars, a fund would be unable to participate in the currency's
appreciation. If FMR hedges currency exposure through proxy hedges, a fund
could realize currency losses from the hedge and the security position at
the same time if the two currencies do not move in tandem. Similarly, if
FMR increases a fund's exposure to a foreign currency, and that currency's
value declines, a fund will realize a loss. There is no assurance that
FMR's use of currency management strategies will be advantageous to the
fund or that it will hedge at an appropriate time.
FOREIGN INVESTMENTS. Investing in securities issued by companies or other
issuers whose principal activities are outside the United States may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. In addition,
there is generally less publicly available information about foreign
issuers' financial condition and operations, particularly those not subject
to the disclosure and reporting requirements of the U.S. securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing,
and financial reporting requirements and standards of practice comparable
to those applicable to U.S. issuers. Further, economies of particular
countries or areas of the world may differ favorably or unfavorably from
the economy of the United States.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects. The considerations noted above generally are
intensified for investments in developing countries. Developing countries
may have relatively unstable governments, economies based on only a few
industries, and securities markets that trade a small number of securities.
Foreign markets may offer less protection to investors than U.S. markets.
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may expose a fund to increased risk
in the event of a failed trade or the insolvency of a foreign
broker-dealer, and may involve substantial delays. In addition, the costs
of foreign investing, including withholding taxes, brokerage commissions
and custodial costs, are generally higher than for U.S. investing. In
general, there is less overall governmental supervision and regulation of
securities exchanges, brokers, and listed companies than in the United
States. It may also be difficult to enforce legal rights in foreign
countries.
Each fund may invest in foreign securities that impose restrictions on
transfer within the United States or to U.S. persons. Although securities
subject to such transfer restrictions may be marketable abroad, they may be
less liquid than foreign securities of the same class that are not subject
to such restrictions.
A fund may invest in American Depository Receipts and European Depository
Receipts (ADRs and EDRs), which are certificates evidencing ownership of
shares of a foreign-based issuer held in trust by a bank or similar
financial institution. Designed for use in the U.S. and European securities
markets, respectively, ADRs and EDRs are alternatives to the purchase of
the underlying securities in their national markets and currencies.
FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements may include
agreements to purchase and sell foreign securities in exchange for fixed
U.S. dollar amounts, or in exchange for specified amounts of foreign
currency. Unlike typical U.S. repurchase agreements, foreign repurchase
agreements may not be fully collateralized at all times. The value of the
security purchased by the fund may be more or less than the price at which
the counterparty has agreed to repurchase the security. In the event of a
default by the counterparty, the fund may suffer a loss if the value of the
security purchased is less than the agreed-upon repurchase price, or if the
fund is unable to successfully assert a claim to the collateral under
foreign laws. As a result, foreign repurchase agreements may involve higher
credit risks than repurchase agreements in U.S. markets, as well as risks
associated with currency fluctuations. In addition, as with other emerging
market investments, repurchase agreements with counterparties located in
emerging markets or relating to emerging market securities may involve
issuers or counterparties with lower credit ratings than typical U.S.
repurchase agreements.    
FUNDS' RIGHTS AS SHAREHOLDERS. The funds do not intend to direct or
administer the day-to-day operations of any company. A fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of a fund's investment in the company.
The activities that a fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing
third-party takeover efforts. This area of corporate activity is
increasingly prone to litigation and it is possible that a fund could be
involved in lawsuits related to such activities. FMR will monitor such
activities with a view to mitigating, to the extent possible, the risk of
litigation against the fund and the risk of actual liability if a fund is
involved in litigation. No guarantee can be made, however, that litigation
against the fund will not be undertaken or liabilities incurred.
   FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options; Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing put and Call Options, and Writing Put
and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. A fund will comply with
guidelines established by the SEC with respect to coverage of options and
futures strategies by mutual funds, and, if the guidelines so require, will
set aside appropriate liquid assets in a segregated custodial account in
the amount prescribed. Securities held in a segregated account cannot be
sold while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of a fund's assets could impede
portfolio management or the fund's ability to meet redemption requests or
other current obligations.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. A fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of a fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when a fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500) or the Bond Buyer Municipal Bond Index. Futures can be
held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. Each fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition to the above limitations, a fund will not: (a) sell futures
contracts, purchase put options, or write call options if, as a result,
more than 25% of the fund's total assets would be hedged with futures and
options under normal conditions; (b) purchase futures contracts or write
put options if, as a result, a fund's total obligations upon settlement or
exercise of purchased futures contracts and written put options would
exceed 25% of its total assets; or (c) purchase call options if, as a
result, the current value of option premiums for call options purchased by
a fund would exceed 5% of the fund's total assets. These limitations do not
apply to options attached to or acquired or traded together with their
underlying securities, and do not apply to securities that incorporate
features similar to options.
The above limitations on a fund's investments in futures contracts and
options, and a fund's policies regarding futures contracts and options
discussed elsewhere in this SAI, may be changed as regulatory agencies
permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. A fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. A fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of a fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (OTC) (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows a
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. A fund may
terminate its position in a put option it has purchased by allowing it to
expire or by exercising the option. If the option is allowed to expire, the
fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, a fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option a fund has written, however, the fund
must continue to be prepared to pay the strike price while the option is
outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features) and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). 
Investments currently considered by a fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, non-government-stripped fixed-rate
mortgage-backed securities, and over-the-counter options. Also, FMR may
determine some restricted securities, municipal lease obligations,
government-stripped fixed-rate mortgage-backed securities, loans and other
direct debt instruments, emerging market securities, and swap agreements to
be illiquid. However, with respect to over-the-counter options a fund
writes, all or a portion of the value of the underlying instrument may be
illiquid depending on the assets held to cover the option and the nature
and terms of any agreement the fund may have to close out the option before
expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If, through a change in values, net assets or other
circumstances, a fund were in a position where more than 10% or 15% of its
net assets (see each fund's non-fundamental investment limitations) was
invested in illiquid securities, it would seek to take appropriate steps to
protect liquidity.
INDEXED SECURITIES. A fund may purchase securities whose prices are indexed
to the prices of other securities, securities indices, currencies, precious
metals or other commodities, or other financial indicators. Indexed
securities typically, but not always, are debt securities or deposits whose
value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. Gold-indexed securities, for example, typically
provide for a maturity value that depends on the price of gold, resulting
in a security whose price tends to rise and fall together with gold prices.
Currency-indexed securities typically are short-term to intermediate-term
debt securities whose maturity values or interest rates are determined by
reference to the values of one or more specified foreign currencies, and
may offer higher yields than U.S. dollar-denominated securities of
equivalent issuers. Currency-indexed securities may be positively or
negatively indexed; that is, their maturity value may increase when the
specified currency value increases, resulting in a security that performs
similarly to a foreign-denominated instrument, or their maturity value may
decline when foreign currencies increase, resulting in a security whose
price characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values
of a number of different foreign currencies relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING PROGRAM. Pursuant to an exemptive order issued by the
SEC, each fund has received permission to lend money to, and borrow money
from, other funds advised by FMR or its affiliates. High Income Municipal,
Limited Term Tax-Exempt, and Short-Intermediate Tax-Exempt each will
participate in the interfund borrowing program only as a borrower.
Interfund loans and borrowings normally extend overnight, but can have a
maximum duration of seven days. Loans may be called on one day's notice.
Each fund (except High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt) will lend through the program only when the
returns are higher than those available from other short-term instruments
(such as repurchase agreements). A fund will borrow through the program
only when the costs are equal to or lower than the cost of bank loans. A
fund may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a
lending fund could result in a lost investment opportunity or additional
borrowing costs.
INVERSE FLOATERS are instruments whose interest rates bear an inverse
relationship to the interest rate on another security or the value of an
index. Changes in the interest rate on the other security or index
inversely affect the residual interest rate paid on the inverse floater,
with the result that the inverse floater's price will be considerably more
volatile than that of a fixed-rate bond. For example, a municipal issuer
may decide to issue two variable-rate instruments instead of a single
long-term, fixed-rate bond. The interest rate on one instrument reflects
short-term interest rates, while the interest rate on the other instrument
(the inverse floater) reflects the approximate rate the issuer would have
paid on a fixed-rate bond, multiplied by two, minus the interest rate paid
on the short-term instrument. Depending on market availability, the two
portions may be recombined to form a fixed-rate municipal bond. The market
for inverse floaters is relatively new.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to each fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If a fund does not receive scheduled interest or
principal payments on such indebtedness, the fund's share price and yield
could be adversely affected. Loans that are fully secured offer a fund more
protections than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation
of collateral from a secured loan would satisfy the borrower's obligation,
or that the collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks and may be
highly speculative. Borrowers that are in bankruptcy or restructuring may
never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of developing countries also involves a
risk that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal when
due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a fund.
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the fund could be held
liable as a co-lender. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt
instruments that are not in the form of securities may offer less legal
protection to a fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, each fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, each fund has direct recourse against the borrower, it
may have to rely on the agent to apply appropriate credit remedies against
a borrower. If assets held by the agent for the benefit of a fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by a fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
A fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
Each fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see each fund's investment
limitations). For purposes of these limitations, a fund generally will
treat the borrower as the "issuer" of indebtedness held by the fund. In the
case of loan participations where a bank or other lending institution
serves as financial intermediary between the fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict a fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.    
LOWER-QUALITY DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession. In fact, from 1989 to 1991, the percentage
of lower-quality debt securities that defaulted rose significantly above
prior levels, although the default rate decreased from 1992 and 1993.
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and a fund's ability to sell these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by a fund. In considering investments
for a fund, FMR will attempt to identify those issuers of high-yielding
securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. FMR's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage, earnings prospects, and the experience
and managerial strength of the issuer.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
   LOWER-QUALITY MUNICIPAL SECURITIES.     While the market for municipals
is considered to be substantial, adverse publicity and changing investor
perceptions may affect the ability of outside pricing services used by a
fund to value its portfolio securities, and a fund's ability to dispose of
lower-quality bonds. The outside pricing services are monitored by FMR and
reported to the Board to determine whether the services are furnishing
prices that accurately reflect fair value. The impact of changing investor
perceptions may be especially pronounced in markets where municipal
securities are thinly traded.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to
be in the best interest of the fund's shareholders.
   MARKET DISRUPTION RISK. The value of municipal securities may be
affected by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders in the event of a bankruptcy. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of the
market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all
of the municipal securities held by a fund.
MORTGAGE-BACKED SECURITIES. A fund may purchase mortgage-backed securities
issued by government and non-government entities such as banks, mortgage
lenders, or other financial institutions. A mortgage-backed security is an
obligation of the issuer backed by a mortgage or pool of mortgages or a
direct interest in an underlying pool of mortgages. Some mortgage-backed
securities, such as collateralized mortgage obligations (CMOs), make
payments of both principal and interest at a variety of intervals; others
make semiannual interest payments at a predetermined rate and repay
principal at maturity (like a typical bond). Mortgage-backed securities are
based on different types of mortgages including those on commercial real
estate or residential properties. Other types of mortgage-backed securities
will likely be developed in the future, and a fund may invest in them if
FMR determines they are consistent with the fund's investment objective and
policies.
The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment
risk. Prepayment, which occurs when unscheduled or early payments are made
on the underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.
MUNICIPAL LEASES and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract, and are
issued by state and local governments and authorities to acquire land or a
wide variety of equipment and facilities. Generally, a fund will not hold
such obligations directly as a lessor of the property, but will purchase a
participation interest in a municipal obligation from a bank or other third
party. A participation interest gives the fund a specified, undivided
interest in the obligation in proportion to its purchased interest in the
total amount of the obligation.
Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set
forth requirements that states or municipalities must meet to incur debt.
These may include voter referenda, interest rate limits, or public sale
requirements. Leases, installment purchases, or conditional sale contracts
(which normally provide for title to the leased asset to pass to the
governmental issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.
PHYSICAL COMMODITIES. As a practical matter, investments in physical
commodities can present concerns such as delivery, storage and maintenance,
possible illiquidity and the unavailability of accurate market valuations.
FMR, in addressing these concerns, currently intends to purchase only
readily marketable precious metals and to deliver and store them with a
qualified U.S. bank. Investments in bullion earn no investment income and
may involve higher custody and transaction costs than investments in
securities. Global Resources may receive no more than 10% of its yearly
income from gains resulting from selling metals or any other physical
commodity. Therefore, the fund may be required either to hold its metals or
to sell them at a loss, or to sell its portfolio securities at a gain,when
it would not otherwise do so for investment reasons.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
REFUNDING CONTRACTS. A fund may purchase securities on a when-issued basis
in connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and a fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that
may be several months or several years in the future. A fund generally will
not be obligated to pay the full purchase price if it fails to perform
under a refunding contract. Instead, refunding contracts generally provide
for payment of liquidated damages to the issuer (currently 15-20% of the
purchase price). A fund may secure its obligations under a refunding
contract by depositing collateral or a letter of credit equal to the
liquidated damages provisions of the refunding contract. When required by
SEC guidelines, a fund will place liquid assets in a segregated custodial
account equal in amount to its obligations under refunding contracts.    
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security.    The securities
purchased by a fund are used to collateralize the repurchase obligation. As
such, they 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 interest.     While it does not presently appear
possible to eliminate all risks from these transactions (particularly the
possibility that the value of the underlying security will be less than the
resale price, as well as delays and costs to a fund in connection with
bankruptcy proceedings), it is each fund's (except Equity Portfolio
Growth's) current policy to engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR. Equity Portfolio Growth will engage in repurchase
agreement transactions only with banks of the Federal Reserve System and
primary dealers in U.S.    g    overnment securities.
   RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.    
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. A fund will
enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of a fund's assets and may be
viewed as a form of leverage.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1) a
fund must receive 100% collateral in the form of cash or cash equivalents
(e.g., U.S. Treasury bills or notes) from the borrower; (2) the borrower
must increase the collateral whenever the market value of the securities
loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, a fund must be able to terminate the
loan at any time; (4) a fund must receive reasonable interest on the loan
or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) a fund may pay only reasonable custodian
fees in connection with the loan; and (6) the Board of Trustees must be
able to vote proxies on the securities loaned, either by terminating the
loan or by entering into an alternative arrangement with the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
   SHORT SALES. A fund may enter into short sales with respect to stocks
underlying its convertible security holdings. For example, if FMR
anticipates a decline in the price of the stock underlying a convertible
security a fund holds, it may sell the stock short. If the stock price
subsequently declines, the proceeds of the short sale could be expected to
offset all or a portion of the effect of the stock's decline on the value
of the convertible security. A fund currently intends to hedge no more than
15% of its total assets with short sales on equity securities underlying
its convertible security holdings under normal circumstances.
If a fund enters into a short sale, it will be required to set aside
securities equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and will be
required to hold such securities while the short sale is outstanding. A
fund will incur transaction costs, including interest expense, in
connection with opening, maintaining, and closing short sales.
SOVEREIGN DEBT OBLIGATIONS. A fund may purchase sovereign debt instruments
issued or guaranteed by foreign governments or their agencies, including
debt of Latin American nations or other developing countries. Sovereign
debt may be in the form of conventional securities or other types of debt
instruments such as loans or loan participations. Sovereign debt of
developing countries may involve a high degree of risk, and may be in
default or present the risk of default. Governmental entities responsible
for repayment of the debt may be unable or unwilling to repay principal and
interest when due, and may require renegotiation or rescheduling of debt
payments. In addition, prospects for repayment of principal and interest
may depend on political as well as economic factors.
STANDBY COMMITMENTS are puts that entitle holders to same-day settlement at
an exercise price equal to the amortized cost of the underlying security
plus accrued interest, if any, at the time of exercise. A fund may acquire
standby commitments to enhance the liquidity of portfolio securities.
Ordinarily a fund will not transfer a standby commitment to a third party,
although it could sell the underlying municipal security to a third party
at any time. A fund may purchase standby commitments separate from or in
conjunction with the purchase of securities subject to such commitments. In
the latter case, a fund would pay a higher price for the securities
acquired, thus reducing their yield to maturity.
Issuers or financial intermediaries may obtain letters of credit or other
guarantees to support their ability to buy securities on demand. FMR may
rely upon its evaluation of a bank's credit in determining whether to
purchase an instrument supported by a letter of credit. In evaluating a
foreign bank's credit, FMR will consider whether adequate public
information about the bank is available and whether the bank may be subject
to unfavorable political or economic developments, currency controls, or
other governmental restrictions that might affect the bank's ability to
honor its credit commitment.
Standby commitments are subject to certain risks, including the ability of
issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by a fund; and the possibility that the maturities of the
underlying securities may be different from those of the commitments.
STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities. The holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage-backed security, while
the holder of the "interest-only" security (IO) receives interest payments
from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates. As interest rates fall, prepayment
rates tend to increase, which tends to reduce prices of IOs and increase
prices of POs. Rising interest rates can have the opposite effect.    
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of investments or market
factors. Depending on their structure, swap agreements may increase or
decrease a fund's exposure to long- or short-term interest rates (in the
United States or abroad), foreign currency values, mortgage securities,
corporate borrowing rates, or other factors such as security prices or
inflation rates. Swap agreements can take many different forms and are
known by a variety of names. A fund is not limited to any particular form
of swap agreement if FMR determines it is consistent with a fund's
investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
rights to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if a fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease a fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of    a     fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by a fund,    the     fund must be prepared to
make such payments when due. In addition, if the counterparty's
creditworthiness declined, the value of a swap agreement would be likely to
decline, potentially resulting in losses. A fund expects to be able to
reduce its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
A fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of    the     fund's accrued obligations under the
agreement.
   TENDER OPTION BONDS are created by coupling an intermediate- or
long-term, tax-exempt bond (generally held pursuant to a custodial
arrangement) with a tender agreement that gives the holder the option to
tender the bond at its face value. As consideration for providing the
tender option, the sponsor (usually a bank, broker-dealer, or other
financial institution) receives periodic fees equal to the difference
between the bond's fixed coupon rate and the rate (determined by a
remarketing or similar agent) that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. After
payment of the tender option fee, a fund effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt
rate. In selecting tender option bonds for a fund, FMR will consider the
creditworthiness of the issuer of the underlying bond, the custodian, and
the third party provider of the tender option. In certain instances, a
sponsor may terminate a tender option if, for example, the issuer of the
underlying bond defaults on interest payments.    
VARIABLE OR FLOATING RATE OBLIGATIONS bear variable or floating interest
rates and carry rights that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries. Floating rate instruments have interest rates
that change whenever there is a change in a designated base rate while
variable rate instruments provide for a specified periodic adjustment in
the interest rate. These formulas are designed to result in a market value
for the instrument that approximates its par value. In many instances,
bonds and participation interests have tender options or demand features
that permit a fund to tender (or put) the bonds to an institution at
periodic intervals and to receive the principal amount thereof. A fund
considers variable rate instruments structured in this way (Participating
VRDOs) to be essentially equivalent to other VRDOs it purchases. The
Internal Revenue Service (IRS) has not ruled whether the interest on
Participating VRDOs is tax-exempt and, accordingly, a fund intends to
purchase these instruments based on opinions of bond counsel. A fund may
invest in fixed-rate bonds that are subject to third party puts and in
participation interests in such bonds held by a bank in trust or otherwise. 
   WARRANTS are securities that give a fund the right to purchase equity
securities from the issuer at a specific price (the strike price) for a
limited period of time. The strike price of warrants typically is much
lower than the current market price of the underlying securities, yet they
are subject to similar price fluctuations. As a result, warrants may be
more volatile investments than the underlying securities and may offer
greater potential for capital appreciation as well as capital loss.
Warrants do not entitle a holder to dividends or voting rights with respect
to the underlying securities and do not represent any rights in the assets
of the issuing company. Also, the value of the warrant does not necessarily
change with the value of the underlying securities, and a warrant ceases to
have value if it is not exercised prior to expiration date. These factors
can make warrants more speculative than other types of investments.    
ZERO COUPON BONDS do not make interest payments   ; i    nstead, they are
sold at a deep discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its dividends, a fund takes into account as income a portion of
the difference between a zero coupon bond's purchase price and its face
value.
ELECTRIC UTILITIES INDUSTRY. The electric utilities industry has been
experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open transmission
access to any electricity supplier, although it is not presently known to
what extent competition will evolve. Other risks include: (a) the
availability and cost of fuel, (b) the availability and cost of capital,
(c) the effects of conservation on energy demand, (d) the effects of
rapidly changing environmental, safety, and licensing requirements, and
other federal, state, and local regulations, (e) timely and sufficient rate
increases, and (f) opposition to nuclear power.
HEALTH CARE INDUSTRY. The health care industry is subject to regulatory
action by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for the
health care industry is payments from the Medicare and Medicaid programs.
As a result, the industry is sensitive to legislative changes and
reductions in governmental spending for such programs. Numerous other
factors may affect the industry, such as general and local economic
conditions; demand for services; expenses (including malpractice insurance
premiums); and competition among health care providers. In the future, the
following elements may adversely affect health care facility operations:
adoption of legislation proposing a national health insurance program;
other state or local health care reform measures; medical and technological
advances which dramatically alter the need for health services or the way
in which such services are delivered; changes in medical coverage which
alter the traditional fee-for-service revenue stream; and efforts by
employers, insurers, and governmental agencies to reduce the costs of
health insurance and health care services.
HOUSING. Housing revenue bonds are generally issued by a state, county,
city, local housing authority, or other public agency. They are   
generally     secured by the revenues derived from mortgages purchased with
the proceeds of the bond issue. It is extremely difficult to predict the
supply of available mortgages to be purchased with the proceeds of an issue
or the future cash flow from the underlying mortgages. Consequently, there
are risks that proceeds will exceed supply, resulting in early retirement
of bonds, or that homeowner repayments will create an irregular cash flow.
Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans.
Bonds issued to supply educational institutions with funds are subject to
the risk of unanticipated revenue decline, primarily the result of
decreasing student enrollment. Among the factors that may lead to declining
or insufficient revenues are restrictions on students' ability to pay
tuition, availability of state and federal funding, and general economic
conditions. Student loan revenue bonds are generally offered by state (or
substate) authorities or commissions and are backed by pools of student
loans. Underlying student loans may be guaranteed by state guarantee
agencies and may be subject to reimbursement by the United States
Department of Education through its guaranteed student loan program. Others
may be private, uninsured loans made to parents or students which are
supported by reserves or other forms of credit enhancement. Recoveries of
principal due to loan defaults may be applied to redemption of bonds or may
be used to re-lend, depending on program latitude and demand for loans.
Cash flows supporting student loan revenue bonds are impacted by numerous
factors, including the rate of student loan defaults, seasoning of the loan
portfolio, and student repayment deferral during periods of forbearance.
Other risks associated with student loan revenue bonds include potential
changes in federal legislation regarding student loan revenue bonds, state
guarantee agency reimbursement and continued federal interest and other
program subsidies currently in effect.
WATER AND SEWER. Water and sewer revenue bonds are often considered to have
relatively secure credit as a result of their issuer's importance, monopoly
status, and generally unimpeded ability to raise rates. Despite this, lack
of water supply due to insufficient rain, run-off, or snow pack is a
concern that has led to past defaults. Further,    public resistance to
rate increases,     costly environmental litigation   ,     and federal
environmental mandates are challenges faced by issuers of water and sewer
bonds.
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads   ,      highways    or other transit
facilities    . Airport bonds are dependent on the general stability of the
airline industry and on the stability of a specific carrier that uses the
airport as a hub. Air traffic generally tracks broader economic trends and
is also affected by the price and availability of fuel. Toll road bonds are
also affected by the cost and availability of fuel as well as toll levels,
the presence of competing roads, and the general economic health of the
area. Fuel costs and availability also affect other transportation-related
securities, as does the presence of alternate forms of transportation, such
as public transportation.
The following paragraph restates fundamental policies previously disclosed
in the above descriptions of security types and investment practices.
   FUNDAMENTAL POLICIES    : It is the policy of    Equity Portfolio
Growth     to    engage in     repurchase    agreement     transactions
   only with     banks of the Federal Reserve System and primary dealers in
U.S.    G    overnment securities   .    
SPECIAL CONSIDERATIONS AFFECTING CANADA
Canada occupies the northern part of North America and is the second
largest country in the world (3.97 million square miles in area) extending
from the Atlantic Ocean to the Pacific Ocean. The companies in which the
funds may invest include those involved in the energy industry, industrial
materials (chemicals, base metals, timber and paper) and agricultural
materials (grain cereals). The economy of Canada is strongly influenced by
the activities of companies and industries involved in the production and
processing of natural resources. Canada is a major producer of
hydroelectricity, oil and gas. The business activities of companies in the
energy field may include the production, generation, transmission,
marketing, control or measurement of energy or energy fuels. The securities
of companies in the energy industry are subject to changes in value and
dividend yield which depend, to a large extent, on the price and supply of
energy fuels. Rapid price and supply fluctuations may be caused by events
relating to international politics, energy conservation and the success of
exploration products. Canada is one the world's leading industrial
countries and is rich in natural resources such as zinc, uranium, nickel,
gold, silver, aluminum, iron and copper. Forest covers over 44% of land
area, making Canada a leading world producer of newsprint. Canada is also a
major exporter of agricultural products.
Canada, the United States and Mexico began to implement the North American
Free Trade Agreement (NAFTA) in 1994, reducing trade barriers affecting
important sectors of each country's economy. This agreement is expected to
lead to increased trade among the three countries. 
Many factors affect and could have an adverse impact on the financial
condition of Canada, including social, environmental and economic
conditions, factors which are not within the control of Canada. Although
the Canadian political system is generally more stable than that of many
other foreign countries, continued tension with respect to greater
independence for, or possible separation of, Quebec causes political
uncertainty. Moreover, while the Canadian dollar is generally less volatile
relative to the U.S. dollar than other foreign currencies, the value of the
Canadian dollar has decreased significantly in recent years. Continued
efforts to reduce the structural Canadian budget deficit will be required.
FMR is unable to predict what effect, if any, such factors would have on
instruments held in the fund's portfolio.
Securities of Canadian companies are not considered by FMR to have the same
level of risk as those of other non-U.S. companies. Canadian and U.S.
companies are generally subject to similar auditing and accounting
procedures, and similar government supervision and regulation. Canadian
markets are more liquid than many other foreign markets and share similar
characteristics with U.S. markets. A fund may elect to participate in new
equity issues or initial public offerings of Canadian companies.
SPECIAL CONSIDERATIONS AFFECTING LATIN AMERICA
Latin America is a region rich in natural resources such as oil, copper,
tin, silver, iron ore, forestry, fishing, livestock, and agriculture. The
region has a large population (roughly 300 million) representing a large
number of markets. Economic growth was strong in the 1960s and 1970s, but
slowed dramatically in the 1980s as a result of poor economic policies,
higher international interest rates and the denial of access to new foreign
capital. Capital flight has proven a persistent problem and external debt
has been forcibly rescheduled. High inflation and low economic growth have
begun to give way to stable, manageable inflation rates and higher economic
growth, although political turmoil (including assassinations) continues in
some countries. Changes in political leadership and the implementation of
market oriented economic policies, such as privatization, trade reform, and
fiscal and monetary reform are among the recent steps taken to renew
economic growth. External debt is being restructured and flight capital
(domestic capital that has left the home country) has begun to return.
Various trade agreements have also been formed within the region, including
the Andean Pact, Mercosur, and NAFTA. NAFTA, which was implemented on
January 1, 1994, is the largest of these agreements.
Latin American equity markets can be extremely volatile and in the past
have shown little correlation with the United States market. Currencies
have typically been weak, given high inflation rates, but have stabilized
more recently. Most currencies are not free floating, but wide fluctuations
in value over relatively short periods of time can still occur due to
changes in the market.
Mexico's economy is a mixture of state-owned industrial plants (notably
oil), private manufacturing and services, and both large-scale and
traditional agriculture. Mexico's economy has been transformed
significantly over the last six to seven years. Large budget deficits and a
high level of state ownership in many productive and service areas have
given way to balanced budgets and privatization. In the last few years, the
government has sold the telephone company, the major steel companies, the
banks, and many others. The major state ownership remaining is in the oil
sector and the electricity sector. Economic policy transformation has led
to much reduced inflation and more stable economic growth in the last few
years. The recently implemented NAFTA will further cement the economic ties
between Mexico, Canada, and the United States.
Continued political unrest, particularly in southern Mexico, and
uncertainty as to the effectiveness of reforms have recently had an adverse
impact on economic development. In December 1994, Mexico reversed a
long-held currency policy by devaluing the Mexican peso and allowing it to
float freely. The value of the peso against the U.S. dollar and other
currencies declined sharply. As a result, Mexican stocks plunged while
interest rates soared, and other Latin America securities markets were also
adversely affected. Extension and continuance of financial aid to Mexico
from the U.S., including loan guarantees, is uncertain at this time.
Brazil is the sixth largest country in the world in population, with about
155 million people, and represents a huge domestic market. Brazil entered
the 1990s with declining real growth, runaway inflation, an unserviceable
foreign debt of $122 billion, and a lack of policy direction. Brazil's rate
of consumer-price inflation continues to accelerate while gross domestic
product (GDP) remains depressed. A major long-run strength is Brazil's
natural resources. Iron ore, bauxite, tin, gold, and forestry products make
up some o   f     Brazil's natural resource base, which includes some of
the largest mineral reserves in the world. The private sector has remained
efficient, mainly through export promotion. The government has recently
embarked on an ambitious reform program that seeks to modernize and
reinvigorate the economy by stabilizing prices, deregulating the economy,
and opening the economy to increased foreign competition. Privatization of
certain industries is proceeding slowly.
Chile, like Brazil, is endowed with considerable mineral resources,
particularly copper, which accounts for 40% of total exports. Export
production (especially in the forestry and mining sectors) continues to be
the main long-term engine of economic growth and modernization. Economic
reform has been ongoing in Chile for over 15 years, but political democracy
has only recently returned to Chile. Privatization of the public sector
beginning in the early 1980s has bolstered the equity market. A
well-organized pension system has created a long-term domestic investor
base.
Argentina is strong in wheat production and other foodstuffs and in
livestock ranching. A well-educated and skilled population boasts one of
the highest literacy rates in the region. The country has been ravaged by
decades of extremely high inflation and political instability. Like Mexico,
however, Argentina has had a dramatic transformation in its economy in the
last several years. Extremely high inflation rates and stagnant economic
growth have been replaced by low inflation and strong economic growth.
Massive privatization has occurred and continues, which should reduce the
amount of external debt outstanding.
Venezuela has substantial oil reserves. External debt is being
renegotiated, and the government is implementing economic reform in order
to reduce the size of the public sector, although these reform attempts
have recently met with political opposition. Internal gasoline prices,
which are one-third those of international prices, are being increased in
order to reduce subsidies. Price controls did not prevent annual inflation
from reaching at least 75% in 1994, compared to 45.9% in 1993. The official
target of 25-30% inflation for 1995 is improbable, with a continuation of
higher levels more likely. The failure of major banks adversely affected
the Venezuelan economy in 1994 and could continue to have a negative
impact. Plans for privatization and exchange and interest rate
liberalization are examples of recently introduced reforms. It is not clear
when the economic situation in Venezuela will improve and the country
remains extremely dependent on oil.
SPECIAL CONSIDERATIONS AFFECTING JAPAN, THE PACIFIC BASIN, AND SOUTHEAST
ASIA
Many Asian countries may be subject to a greater degree of social,
political and economic instability than is the case in the United States
and Western European countries. Such instability may result from (i)
authoritarian governments or military involvement in political and economic
decision-making; (ii) popular unrest associated with demands for improved
political, economic and social conditions; (iii) internal insurgencies;
(iv) hostile relations with neighboring countries; and (v) ethnic,
religious and racial disaffection.
The economies of most of the Asian countries are heavily dependent upon
international trade and are accordingly affected by protective trade
barriers and the economic conditions of their trading partners,
principally, the United States, Japan, China and the European Community.
The enactment by the United States or other principal trading partners of
protectionist trade legislation, reduction of foreign investment in the
local economies and general declines in the international securities
markets could have a significant adverse effect upon the securities markets
of the Asian countries. 
Thailand has one of the fastest growing stock markets in the world. The
manufacturing sector is becoming increasingly sophisticated and is
benefiting from export-oriented investing. The manufacturing and service
sectors continue to account for the bulk of Thailand's economic growth. The
agricultural sector continues to become less important. The government has
followed fairly sound fiscal and monetary policies, aided by increased tax
receipts from a fast moving economy. The government also continues to move
ahead with new projects - especially telecommunications, roads and port
facilities - needed to refurbish the country's overtaxed infrastructure.
Nonetheless, political unrest has caused many international businesses to
question Thailand's political stability.
Hong Kong's economic growth which was vigorous in the 1980s has not been
positively affected by its impending return to Chinese dominion in 1997.
Although China has committed by treaty to preserve the economic and social
freedoms enjoyed in Hong Kong for 50 years after regaining control of Hong
Kong, the continuation of the current form of the economic system in Hong
Kong after the reversion will depend on the actions of the government of
China. Business confidence in Hong Kong, therefore, can be significantly
affected by developments, which in turn can affect markets and business
performance. In preparation for 1997, Hong Kong has continued to develop
trade with China, while also maintaining its long-standing export
relationship with the United States. Spending on infrastructure
improvements is a significant priority of the colonial government while the
private sector continues to diversify abroad based on its position as an
established international trade center in the Far East.
In terms of GDP, industrial standards and level of education, South Korea
is second only to Japan in Asia. It enjoys the benefits of a diversified
economy with well developed sectors in electronics, automobiles, textiles
and shoe manufacture, steel and shipbuilding among others. The driving
force behind the economy's dynamic growth has been the planned development
of an export-oriented economy in a vigorously entrepreneurial society.
Inflation rates, however, began to challenge South Korea's strong economic
performance in the early 1990s. Moreover, the international situation
between South Korea and North Korea continues to be uncertain.
Indonesia is a mixed economy with many socialist institutions and central
planning but with a recent emphasis on deregulation and private enterprise.
Like Thailand, Indonesia has extensive natural wealth, yet with a large and
rapidly increasingly population, it remains a poor country. Indonesia's
dependence on commodity exports makes it vulnerable to a fall in world
commodity prices. 
   Malaysia has one of the fastest growing economies in the Asian-Pacific
region. Malaysia has become the world's third-largest producer of
semiconductor devices (after the United States and Japan) and the world's
largest exporter of semiconductor devices. More remarkable is the country's
ability to achieve rapid economic growth with relative price stability as
the government followed prudent fiscal and monetary policies. Malaysia's
high export dependence level leaves it vulnerable to recession in the
countries with which it trades or to a fall in world commodity prices.
India is one of the world's top fifteen industrial nations and has
considerable natural resources. The government exercises significant
influence over many aspects of the economy. Accordingly, future government
actions could have a significant effect on private sector companies, market
conditions, and prices and yields of securities of Indian issuers held by a
fund. Policymakers in India actively encourage foreign direct investment,
particularly in labor intensive industries. In addition, Indian stock
exchanges rely entirely on delivery of physical share certificates and have
experienced operational difficulties. These problems have included the
existence of fraudulent shares in the market, failed trades, and delays in
the settlement and registration of securities transactions. Indian stock
exchanges have in the past been forced to close for political reasons; for
example, a brokers' strike closed the exchange for ten days in December
1993, and there is no assurance that the exchanges will not be forced to
close again.    
Singapore has an open entrepreneurial economy with strong service and
manufacturing sectors and excellent international trading links derived
from its history. During the 1970s and the early 1980s, the economy
expanded rapidly, achieving an average annual growth rate of 9%. Per capita
GDP is among the highest in Asia. Singapore holds a position as a major oil
refining and services center.
Japan currently has the second largest GDP in the world. The Japanese
economy has grown substantially over the last three decades. Its growth
rate averaged over 5% in the 1970s and 1980s. However, in the 1990s, the
growth rate in Japan has slowed. Despite small rallies and market gains,
Japan has been plagued with economic sluggishness. Economic conditions have
weakened considerably in Japan since October 1992. The boom in Japan's
equity and property markets during the expansion of the late 1980's
supported high rates of investment and consumer spending on durable goods,
but both of these components of demand have now retreated sharply following
the decline in asset prices. Profits have fallen sharply, the previously
tight labor market conditions have eased considerably, and consumer
confidence has waned. The banking sector has experienced a sharp rise in
non-performing loans, and strains in the financial system may continue.
Continued political uncertainty has resulted from numerous changes in
government, shifting government coalitions and the political and economic
problems associated with a large trade imbalance.
Although Japan's economic growth has declined significantly since 1990,
many Japanese companies seem capable of rebounding due to increased
investments, smaller borrowings, increased product development and
continued government support. Growth recovered slightly in 1994. Japan's
economic growth in the early 1980s was due in part to government
borrowings. Japan is heavily dependent upon international trade and,
accordingly, has been and may continue to be adversely affected by trade
barriers, and other protectionist or retaliatory measures of, as well as
economic conditions in, the United States and other countries with which it
trades. Industry, the most important sector of the economy, is heavily
dependent on imported raw materials and fuels. Japan's major industries are
in the engineering, electrical, textile, chemical, automobile, fishing, and
telecommunication fields. Japan imports iron ore, copper, and many forest
products. Only 19% of its land is suitable for cultivation. Japan's
agricultural economy is subsidized and protected. It is about 50%
self-sufficient in food production. Even though Japan produces a minute
rice surplus, it is dependent upon large imports of wheat, sorghum, and
soybeans from other countries. Japan's high volume of exports such as
automobiles, machine tools, and semiconductors have caused trade tensions
with other countries, particularly the United States. Attempts to approve
trading agreements between the countries may reduce the friction caused by
the current trade imbalance. In recent months, the Japanese markets have
also been adversely affected by the earthquake in Kobe, Japan, and the
bankruptcy of Barings Bank, Ltd., although the long-term effects of these
events are difficult to predict.
Australia has a prosperous Western-style capitalist economy, with a per
capita GDP comparable to levels in industrialized West European countries.
It is rich in natural resources and is the world's largest exporter of beef
and wool, second-largest exporter of mutton, and among the top wheat
exporters. Australia is also a major exporter of minerals, metals and
fossil fuels. Due to the nature of its exports, a downturn in world
commodity prices could have a significant negative impact on its economy. 
SPECIAL CONSIDERATIONS AFFECTING EUROPE
New developments surrounding the creation of a unified common market in
Europe have helped to reduce physical and economic barriers promoting the
free flow of goods and services throughout Western Europe. These new
developments could make this new unified market one of the largest in the
world.
The European Community (EC) consists of Belgium, Denmark, France, Germany,
Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, and the
United Kingdom (the member states). In 1986, the member states of the EC
signed the "Single European Act," an agreement committing these countries
to the establishment of a market among themselves, unimpeded by internal
barriers or hindrances to the free movement of goods, persons, services, or
capital. To meet this goal, a series of directives have been issued to the
member states. Compliance with these directives is designed to eliminate
three principal categories of barriers: 1) physical frontiers, such as
customs posts and border controls; 2) technical barriers (which include
restrictions operating within national territories) such as regulations and
norms for goods and services (product standards); discrimination against
foreign bids (bids by other EC members) on public purchases; or
restrictions on foreign requests to establish subsidiaries; and 3) fiscal
frontiers, notably the need to levy value-added taxes, tariffs, or
excise    taxe    s on goods or services imported from other EC states.
The ultimate goal of this project is to achieve a large unified domestic
European market in which available resources would be more efficiently
allocated through the elimination of the above-mentioned barriers and the
added costs associated with those barriers. Elimination of these barriers
would simplify product distribution networks, allow economies of scale to
be more readily achieved, and free the flow of capital and other resources.
The Maastricht Treaty on economic and monetary union (EMU) attempts to
provide its members with a stable monetary framework consistent with the
EC's broad economic goals. But until the EMU takes effect, which is
intended to occur between 1997 and 1999, the community will face the need
to reinforce monetary cooperation in order to reduce the risk of a
recurrence of tensions between domestic and external policy objectives.
The total European market, as represented by both EC and non-EC countries,
consists of over 328 million consumers, making it larger currently than
either the United States or Japanese markets. European businesses compete
nationally and internationally in a wide range of industries including:
telecommunications and information services, roads and transportation,
building materials, food and beverages, broadcast and media, financial
services, electronics, and textiles. Actual and anticipated actions on the
part of member states to conform to the unified Europe directives has
prompted interest and activity not only by European firms, but also by
foreign entities anxious to establish a presence in Europe that will result
from these changes. Indications of the effect of this response to a unified
Europe can be seen in the areas of mergers and acquisitions, corporate
expansion and development, GDP growth, and national stock market activity.
The early experience of the former centrally planned economies has already
demonstrated the crucially important link between structural reforms,
macroeconomic stabilization, and successful economic transformation. Among
the central European countries, the Czech Republic, Hungary, and Poland
have made the greatest progress in structural reform; inflationary
pressures    in those countries     have abated following price
liberalization, and output has begun to recover. These achievements will be
difficult to sustain, however, in the absence of strong efforts to contain
the large fiscal deficits that have accompanied the considerable losses of
output and tax revenue since the start of the reform process.
In the Baltic countries there are encouraging signs that reforms are taking
hold and are being supported by strong stabilization efforts. In most other
countries of the former Soviet Union, in contrast, inadequate stabilization
efforts now threaten to lead to hyper-inflation, which could derail the
reform process. Inflation, which had abated following the immediate impact
of price liberalization in early 1992, surged to extremely high levels. The
main reason for this development has been excessive credit expansion to the
government and to state enterprises. The transformation process is being
seriously hampered by the widespread subsidization of inefficient
enterprises and the resulting misallocation of resources. The lack of
effective economic and monetary cooperation among the countries of the
former Soviet Union exacerbates other problems by severely constraining
trade flows and impeding inflation control. Partly as a result of these
difficulties, some countries have decided that the introduction of separate
currencies offers the best scope for avoiding hyper-inflation and for
improving economic conditions. This development can facilitate the
implementation of stronger stabilization programs. 
Economic conditions appear to have improved for some of the transition
economies of central Europe. Following three successive years of output
declines, there are preliminary indications of a turnaround in the Czech   
Republic     and    the     Slovak Republic, Hungary and Poland; growth in
private sector activity and strong exports, especially to Western Europe,
now appear to have contained the fall in output. Most central European
countries in transition, however, are expected to achieve positive real
growth in 1995 as market reforms deepen. The strength of the projected
output gains will depend crucially on the ability of the reforming
countries to contain fiscal deficits and inflation and on their continued
access to, and success in, export markets. Economic conditions in the
former Soviet Union have continued to deteriorate. Real GDP in Russia is
estimated to have fallen 19 percent in 1992, after a 9 percent decline in
1991. In many other countries of the region, output losses have been even
larger. These declines reflect the adjustment difficulties during the early
stages of the transition, high rates of inflation, the compression of
imports, disruption in trade among the countries of the former Soviet
Union, and uncertainties about the reform process itself. Large-scale
subsidies are delaying industrial restructuring and are exacerbating the
fiscal situation. A reversal of these adverse factors is not anticipated in
the near term, and output is expected to decline further in most of these
countries. A number of their governments, including those of Hungary and
Poland, are currently implementing or considering reforms directed at
political and economic liberalization, including efforts to foster
multi-party political systems, decentralize economic planning, and move
toward free market economies. At present, no Eastern European country has a
developed stock market, but Poland, Hungary and the Czech Republic have
small securities markets in operation. Ethnic and civil conflict   s    
currently rage throughout the former Yugoslavia. The outcome is uncertain.
Both the EC and Japan, among others, have made overtures to establish
trading arrangements and assist in the economic development of the Eastern
European nations. There is also an urgent need for positive steps to resist
protectionist pressures, especially by bringing the multilateral trade
negotiations under the Uruguay Round of the General Agreement on Trade and
Tariffs to a successful conclusion. Determined action to alleviate
short-term difficulties and to achieve key medium-term objectives would
unquestionably strengthen consumer and business confidence. Interest rates
generally have declined somewhat with the easing of tensions in the
Exchange Rate Mechanism, but for most countries tight monetary conditions
remain an obstacle to stronger growth and a threat to exchange market
stability. However, in the long-term, reunification could prove to be an
engine for domestic and international growth.
The conditions that have given rise to these developments are changeable,
and there is no assurance that reforms will continue or that their goals
will be achieved.
Portugal is a genuinely emerging market which has experienced rapid growth
since the mid-1980s, except for a brief period of stagnation over 1990-91.
Portugal's government remains committed to privatization of the financial
system away from one dependent upon the banking system to a more balanced
structure appropriate for the requirements of a modern economy.
Economic reforms launched in the 1980s continue to benefit Turkey in the
1990s. Turkey's economy has grown since the 1980s. Agriculture remains the
most important economic sector, employing over half of the labor force, and
accounting for significant portions of GDP and exports. Inflation and
interest rates remain high, and a large budget deficit will continue to
cause difficulties in Turkey's    continuing     transformation from a
centrally controlled to a free market economy.
Like many other Western economies, Greece suffered severely from the global
oil price hikes of the 1970s, with annual GDP growth plunging from 8% to 2%
in the 1980s, and inflation, unemployment, and budget deficits rising
sharply. The fall of the socialist government in 1989 and the inability of
the conservative opposition to obtain a clear majority led to business
uncertainty and the prospect for continued flat economic performance. Once
Greece has sorted out its political situation, it will have to face the
challenges posed by the steadily increasing integration of the EU,
including the progressive lowering of trade and investment barriers.
Tourism continues as a major industry, providing a vital offset to a
sizable commodity trade deficit.
REAL GDP ANNUAL RATE OF GROWTH
1993
Denmark            1.2   %        
 
France             -1.0   %       
 
Germany            -1.1   %       
 
Italy              -0.7   %       
 
Netherlands        -1.0   %       
 
Spain              -0.6   %       
 
Switzerland        2.0   %        
 
United Kingdom        2.0%        
 
Source: World Economic Outlook October 1994
(Figures are quoted based on each country's domestic currency.)
NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1994
GROWTH IN U.S. DOLLARS
EUROPE
           6 Months   12 Months   5 Years    
 
Greece       -10.22     5.56        2.71     
Portugal     .65        7.68        -5.53    
Turkey       48.77      -45.261     -7.386   
 
SPECIAL CONSIDERATIONS AFFECTING AFRICA
Africa is a continent of roughly 50 countries with a total population of
approximately 840 million people. Literacy rates (the percentage of people
who are over 15 years of age and who can read and write) are relatively
low, ranging from 20% to 60%. The primary industries include crude oil,
natural gas, manganese ore, phosphate, bauxite, copper, iron, diamonds,
cotton, coffee, cocoa, timber, tobacco, sugar, tourism, and cattle. Many
African countries are fraught with political instability. However, there
has been a trend over the past several years toward democratization. Many
countries are moving from a military style, Marxist, or single party
government to a multi-party system. Still, there remain many countries that
do not have a stable political process. Many countries have been enmeshed
in civil   ,     ethnic or border wars. Ethnic, religious, cultural and
linguistic differences divide the African peoples. Economically, the
Northern Rim countries (including Morocco, Egypt, and Algeria)   ,    
Nigeria, Zimbabwe and South Africa are the wealthier countries on the
continent due to their strong ties with the European nations. The market
capitalization of these countries has been growing recently as more
international companies invest in Africa and as local companies start to
list on the exchanges. However, religious strife has been a significant
source of instability in the Northern Rim countries. Although racial
discord in South Africa may be reduced by constitutional and political
changes that are in progress, as well as increased foreign investments, the
long-term future of South Africa remains uncertain.
On the other end of the economic spectrum are countries, such as
Burkina-Faso, Madagascar, and Malawi, that are considered to be among the
poorest or least developed in the world. These countries are generally
landlocked or have poor natural resources. The economies of many African
countries are heavily dependent on international oil prices. Of all the
African industries, oil has been the most lucrative, accounting for 40% to
60% of many countries' GDP. However, the general decline in oil prices has
had an adverse impact on many economies.
PORTFOLIO TRANSACTIONS 
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the
management contract. If FMR grants investment management authority to the
sub-advisers (see the section entitled "Management Contracts"), the
sub-advisers are authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and, for equity funds, arrangements for
payment of fund expenses. Generally, commissions for foreign investments
traded on foreign exchanges will be higher than for U.S. investments and
may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities;    and     the
availability of securities or the purchasers or sellers of securities   .
In addition, such broker-dealers may furnish     analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and performance of accounts; and effect securities
transactions and perform functions incidental thereto (such as clearance
and settlement). Generally, FMR selects such broker-dealers (to the extent
possible consistent with execution considerations) in accordance with a
ranking of broker-dealers determined periodically by FMR's investment staff
(for equity funds), based upon the quality of research and execution
services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by, and to place
portfolio transactions with, brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with FBSI and    Fidelity
Brokerage Services (    FBS   )    , subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services.    From
September 1992 through December 1994, FBS operated under the name Fidelity
Brokerage Services Limited, Inc. (FBSL). As of January 1995, FBSL was
converted into a limited liability company and assumed the name FBS.
    Prior to September 4, 1992, FBSL operated under the name Fidelity
Portfolio Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by Overseas, Equity Portfolio Growth,
Global Resources, Growth Opportunities, Strategic Opportunities, Equity
Income, and Income & Growth toward payment of that fund's expenses, such as
transfer agent fees or custodian fees. The transaction quality must,
however, be comparable to those of other qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The funds' Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of each fund and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
For the fiscal periods ended 1993 and 1994, respectively, each fund's
portfolio turnover rates are shown in the chart below. Because a high
turnover rate increases transaction costs and may increase taxable gains,
FMR carefully weighs the anticipated benefits of short-term investing
against these consequences. An increased turnover rate is due to a greater
volume of shareholder purchase orders, short-term interest rate volatility
and other special market conditions.
Fund     Fiscal Period Ended 1993   1994
Overseas    October 31  42%   34%
Equity Portfolio Growth   November 30  160%   137%
Global Resources    October 31  208%   125%
Growth Opportunities   October 31  69%   43%
Strategic Opportunities   September 30+  183%   159%
Equity Income    November 30  120%   140%
Income & Growth   October 31  200%   202%
Emerging Markets Income   December 31   N/A*   354%**
High Yield    October 31  79%   118%
   Strategic Income    December 31   N/A*   104%**    
Government Investment   October 31  333%   313%
Limited Term Bond   November 30  59%   68%
Short Fixed-Income   October 31  58%   108%
High Income Municipal   October 31  27%   38%
Limited Term Tax-Exempt   November 30  46%   53%
   Short-Intermediate Tax-Exempt  November 30   N/A*   111%**    
* Emerging Markets Income, Strategic Income, and Short-Intermediate
Tax-Exempt commenced operations    on March 10, 1994, October 31, 1994, and
March 16, 1994, respectively.    
** Annualized. Portfolio turnover rates shown are from commencement of
operations to the end of the fiscal period, as indicated.
+    As of November 9, 1994, t    he fiscal year end for Strategic
Opportunities    changed     from September 30 to December 31.
The brokerage commissions paid by    Overseas, Equity Portfolio Growth,
Global Resources, Growth Opportunities, Strategic Opportunities, Equity
Income, and Income & Growth    , the p   ortion     of this amount paid to
firms providing research and the fees paid to FBSI and FBS    (formerly
FBSL)     for the past three fiscal years are listed in the following
table.    The second table shows the approximate dollar amount of the
transactions on which brokerage commissions were paid for fiscal 1994.
    The    third     table shows the percentage of brokerage commissions
paid to, and the amount of transactions effected through, FBSI and FBS for
fiscal 1994. Each fund pays both commissions and spreads in connection with
the placement of portfolio transactions; FBSI and FBS are paid on a
commission basis. The difference between the percentage of brokerage
commissions paid and the percentage of the dollar amount of transactions
effected through FBSI    and FBS     is a result of the low commission
rates charged by FBSI    and FBS    . The other funds paid no brokerage
commissions for the fiscal years 1992 through 1994.
 
 
 
<TABLE>
<CAPTION>
                       FISCAL                     TOTAL                  AMOUNT     PAID          TO FBSI            TO FBS        
                       PERIOD                        AMOUNT            TO FIRMS                                                     
                      ENDED                          PAID              PROVIDING                                                    
                                                                       RESEARCH   *                                                 
 
<S>                <C>                  <C>       <C>                  <C>                         <C>                <C>           
OVERSEAS             October 31                                                                                                    
 
1994                                              $ 1,601,660             $ 1,358,208              $ 685              $ 0          
 
1993                                                500,186                 435,162                  800                0           
 
1992                                                119,400                 106,266                  30                 1,179       
 
EQUITY PORTFOLIO 
GROWTH                November 30                                                                                                   
 
1994                                                2,086,370               1,224,699                729,903            0           
 
1993                                                915,767                 503,672                  362,158            0           
 
1992                                                424,364                 233,400                  148,571            0           
 
GLOBAL RESOURCES      October 31                                                                                                    
 
1994                                                630,752                 401,789                  195,272            0           
 
1993                                                147,017                 97,472                   41,286             0           
 
1992                                                58,180                  42,471                   13,864             0           
 
GROWTH 
OPPORTUNITIES         October 31                                                                                                    
 
199   4                                             3,589,080               1,970,405                1,368,574          0           
 
   1993                                               2,583,165            1,529,234                   899,767            0        
 
1992                                                1,147,967               747,327                  334,189            925         
 
STRATEGIC 
OPPORTUNITIES       December 31                                                                                                   
 
10/1/94 - 12/31/94                                     403,617              295,089                  70,46   5          0           
 
10/1/93 - 9/30/94                                   1,1   66,854            974,489                     151,233            96       
 
1993                                                1,068,788               876,406                  103,206            0           
 
1992                                                1,087,115               851,211                  126,298            0           
 
EQUITY INCOME        November 30                                                                                                   
 
1994                                                827,499                 489,052                  290,182            0           
 
1993                                                557,493                 382,440                  126,832            0           
 
1992                                                342,397                 205,781                  107,503            441         
 
INCOME & GROWTH       October 31                                                                                                    
 
1994                                               7,338,038               5,584,247                1,104,577          0           
 
1993                                               2,998,137               1,945,791                796,821            0           
 
1992                                                767,720                 483,664                  143,974            0           
 
</TABLE>
 
   *     The provision of research services was not necessarily a factor in
the placement of all this business with such firms.
   The table below depicts the total amount of transactions on which
brokerage commissions were paid for the fiscal periods ending 1994:    
 
<TABLE>
<CAPTION>
<S>                               <C>                     <C>       <C>                       
                                     FISCAL PERIOD                    TOTAL AMOUNT OF        
                                     ENDED                             TRANSACTIONS           
 
   Overseas                          October 31                        $ 593,714,765          
 
   Equity Portfolio Growth           November 30                         1,928,842,370        
 
   Global Resources                  October 31                          306,587,110          
 
   Growth Opportunities              October 31                          3,131,464,670        
 
   Strategic Opportunities           December 31*                        302,116,639          
 
                                     September 30**                      772,540,571          
 
   Equity Income                     November 30                         632,935,142          
 
   Income & Growth                   October 31                          4,083,654,796        
 
</TABLE>
 
   * Period of October 1, 1994 through December 31, 1994.
** Period of October 1, 1993 through September 30, 1994.    
 
<TABLE>
<CAPTION>
<S>                        <C>                     <C>       <C>             <C>            <C>             <C>            
                              FISCAL PERIOD                  % OF            % OF           % OF            % OF           
                              ENDED                          COMMISSIONS     COMMISSIONS    TRANSACTIONS    TRANSACTIONS   
                                                             PAID TO FBSI    PAID TO FBS    EFFECTED        EFFECTED       
                                                             1994            1994           THROUGH         THROUGH FBS    
                                                                                            TO FBSI         1994           
                                                                                            1994                           
 
Overseas                      October 31                       .04             0              17.46           0            
 
Equity Portfolio Growth       November 30                      35.0            0              49.2            0            
 
Global Resources              October 31                       31.0            0              52.7            0            
 
Growth Opportunities          October 31                          38.1         0              50.1            0            
 
Strategic Opportunities       December 31                      17.5            0              2   9.9         0            
 
Equity Income                 November 30                      35.1            0              45.6            0            
 
Income & Growth               October 31                       15.1            0              20.7            0            
 
</TABLE>
 
From time to time, the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds or accounts are simultaneously engaged in the
purchase or sale of the same security, the prices and amounts are allocated
in accordance with procedures believed to be appropriate and equitable for
each fund and account. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to participate
in volume transactions will produce better executions and prices for the
funds. It is the current opinion of the Trustees that the desirability of
retaining FMR as investment adviser to each fund outweighs any
disadvantages that may be said to exist from exposure to simultaneous
transactions.
VALUATION
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the United States are valued at last sale price or,
if no sale has occurred, at the closing bid price. Most equity securities
for which the primary market is outside the United States are valued using
the official closing price or the last sale price in the principal market
in which they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or last bid price normally is used. 
   Fixed-income securities and other assets for which market quotations are
readily available may be valued at market values determined by such
securities' most recent bid prices (sales prices if the principal market is
an exchange) in the principal market in which they normally are traded, as
furnished by recognized dealers in such securities or assets. Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. 
Fixed-income and convertible securities may also be valued on the basis of
information furnished by a pricing service that uses a valuation matrix
which incorporates both dealer-supplied valuations and electronic data
processing techniques. Use of pricing services has been approved by the
Board of Trustees. A number of pricing services are available, and the
Trustees, on the basis of an on-going evaluation of these services, may use
various pricing services or discontinue the use of any pricing service.    
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. Fidelity Service Company (FSC) gathers all exchange
rates daily at the close of the    New York Stock Exchange
(    NYSE   )     using the last quoted price on the local currency and
then translates the value of foreign securities from their local currencies
into U.S. dollars. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then that security will be
valued as determined in good faith by a committee appointed by the Board of
Trustees.
Futures contracts and options are valued on the basis of market quotations,
if available.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by a fund if, in the opinion of a committee appointed
by the Board of Trustees, some other method (e.g., closing over-the-counter
bid prices in the case of debt instruments traded on an exchange) would
more accurately reflect the fair market value of such securities.
PERFORMANCE
Each class of shares may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of shares when redeemed may be more or less than their original cost.
YIELD CALCULATIONS. Yields for a class are computed by dividing the class's
pro rata share of the applicable interest and dividend income, if any, for
a given 30-day or one-month period, net of expenses, by the average number
of shares of that class entitled to receive distributions during the
period, dividing this figure by the class's net asset value (NAV) or
offering price, as appropriate, at the end of the period, and annualizing
the result (assuming compounding of income) in order to arrive at an annual
percentage rate. Income is calculated for purposes of yield quotations in
accordance with standardized methods applicable to all stock and bond
funds. Dividends from equity investments are treated as if they were
accrued on a daily basis, solely for the purposes of yield calculations. In
general, interest income is reduced with respect to bonds trading at a
premium over their par value by subtracting a portion of the premium from
income on a daily basis, and is increased with respect to bonds trading at
a discount by adding a portion of the discount to daily income. For a
fund's investments denominated in foreign currencies, income and expenses
are calculated first in their respective currencies, and are then converted
to U.S. dollars, either when they are actually converted or at the end of
the 30-day or one month period, whichever is earlier. Capital gains and
losses generally are excluded from the calculation as are gains and losses
from currency exchange rate fluctuations.
Income calculated for the purposes of calculating a class's yield differs
from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, a class's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
In calculating a class's yield, a fund may from time to time use a
portfolio security's coupon rate instead of its yield to maturity in order
to reflect the risk premium on that security. This practice will have the
effect of reducing a class's yield.
Yield information may be useful in reviewing a class's performance and in
providing a basis for comparison with other investment alternatives.
However, each class's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates, a
class's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates, the class's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the class's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
Tax-equivalent yield is the rate an investor would have to earn from a
fully taxable investment to equal a class's tax-free yield. Tax-equivalent
yields are calculated by dividing a class's yield by the result of one
minus a stated federal or combined federal and state tax rate. If any
portion of a class's yield is tax-exempt, only that portion is adjusted in
the calculation.
The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 1995. It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of hypothetical
tax-exempt obligations yielding from 2.00% to 8.00%. Of course, no
assurance can be given that a class will achieve any specific tax-exempt
yield. While the tax-exempt funds invest principally in obligations whose
interest is exempt from federal income tax, other income received by the
funds may be taxable.
 
<TABLE>
<CAPTION>
<S>                                        <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
1995 TAX RATES AND TAX-EQUIVALENT YIELDS                                                                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>   <C>   <C>       <C>                                  <C>   <C>   <C>   <C>   <C>   <C>   
            Federal   If individual tax-exempt yield is:                                       
            Income                                                                             
 
</TABLE>
 
            Tax   2.00%   3.00%   4.00%   5.00%   6.00%   7.00%   8.00%   
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>             <C>                <C>                                        <C>   <C>   <C>   <C>   <C>   <C>   
Single 
Return   *        Joint Return*   Bracket   **       Then    t    axable equivalent yield is:                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>           <C>           <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>      
$ 23,351 -    $ 36,001 -    28.0%   2.78%   4.17%   5.56%   6.94%   8.33%   9.72%    11.11%   
$ 56,500      $ 94,250                                                                        
 
$ 56,551 -    $ 94,251 -    31.0%   2.90%   4.35%   5.80%   7.25%   8.70%   10.14%   11.59%   
$117,950      $143,600                                                                        
 
$117,951 -    $143,601 -    36.0%   3.13%   4.69%   6.25%   7.81%   9.38%   10.94%   12.50%   
$256,500      $256,500                                                                        
 
$256,501 -    $256,501      39.6%   3.31%   4.97%   6.62%   8.28%   9.93%   11.59%   13.25%   
 
</TABLE>
 
* Net amount subject to federal income tax after deductions and exemptions.
Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
A tax-exempt fund may invest a portion of its assets in obligations that
are subject to federal income tax. When the fund invests in these
obligations, its tax-equivalent yields will be lower. In the table above,
tax-equivalent yields are calculated assuming investments are 100%
federally tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a class's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in a class's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment over
a stated period, and then calculating the annually compounded percentage
rate that would have produced the same result if the rate of growth or
decline in value had been constant over the period. For example, a
cumulative total return of 100% over ten years would produce an average
annual return of 7.18%, which is the steady annual rate of return that
would equal 100% growth on a compounded basis in ten years. Average annual
returns covering periods of less than one year are calculated by
determining the class's total return for the period, extending that return
for a full year (assuming that return remains constant over the year), and
quoting the result as an annual return. While average annual returns are a
convenient means of comparing investment alternatives, investors should
realize that performance is not constant over time, but changes from year
to year, and that average annual returns represent averaged figures as
opposed to the actual year-to-year performance.
In addition to average annual total returns, unaveraged or cumulative total
returns reflecting the simple change in value of an investment over a
stated period may be quoted. Average annual and cumulative total returns
may be quoted as a percentage or as a dollar amount, and may be calculated
for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking    a
class's     maximum sales charge into account. Excluding a sales charge
from a total return calculation produces a higher total return figure.
Total returns, yield, and other performance information may be quoted
numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using NAVs, adjusted NAVs, and benchmark
indices may be used to exhibit performance. An adjusted NAV includes any
distributions paid and reflects all elements of its return. Unless
otherwise indicated, adjusted NAVs are not adjusted for sales charges, if
any.
MOVING AVERAGES. A growth or growth and income fund may illustrate
performance using moving averages. A long-term moving average is the
average of each week's adjusted closing NAV for a specified period. A
short-term moving average is the average of each day's adjusted closing NAV
for a specified period. Moving Average Activity Indicators combine adjusted
closing NAVs from the last business day of each week with moving averages
for a specified period to produce indicators showing when a NAV has
crossed, stayed above, or stayed below its moving average. 
The 13-week and 39-week long-term moving averages are shown below:*
Fund                                      As of      13-Week   39-Week   
 
Overseas                                  10/28/94   $14.01    $13.88    
 
Equity Portfolio Growth - Class A         11/25/94   28.83     28.55     
 
Equity Portfolio Growth - Institutional   11/25/94   29.17     28.84     
 
Global Resources                          10/28/94   17.65     17.17     
 
Growth Opportunities                      10/28/94   26.30     25.87     
 
Strategic Opportunities - Class A         12/30/94   18.79     19.08     
 
Strategic Opportunities - Class B         12/30/94   18.65     18.96     
 
Equity Income - Class A                   11/25/94   16.24     15.65     
 
Equity Income - Class B                   11/25/94   16.23     15.64     
 
Equity Income - Institutional             11/25/94   16.33     15.70     
 
Income & Growth                           10/28/94   14.77     14.84     
 
* Moving averages are shown for those classes that had commenced operations
prior to June 30, 1995 (the date of this    SAI).
The follow tables and charts show performance for each class of shares of
each fund, and reflect the following information.
INSTITUTIONAL CLASS CHARTS. Institutional Class shares are sold to eligible
investors without a sales charge or a 12b-1 fee. The initial offering of
Institutional Class shares for all funds except Equity Portfolio Growth,
Equity Income, Limited Term Bond, and Limited Term Tax-Exempt was July 3,
1995.
CLASS A CHARTS. Class A shares are sold to eligible investors with a
maximum 4.75% (1.50% for Short Fixed-Income and Short-Intermediate
Tax-Exempt) front-end sales charge, which is reflected in the figures set
forth in the charts below. On September 10, 1992, a 0.65% (for equity
funds) or a 0.25% (for fixed-income funds, except Short Fixed-Income and
Short-Intermediate Tax-Exempt, which have a 0.15% 12b-1 fee) 12b-1 fee for
all Class A shares was imposed. The initial offering of Class A shares for
Equity Portfolio Growth, Equity Income, Limited Term Tax-Exempt, and
Limited Term Bond was September 10, 1992.
CLASS B CHARTS. Class B shares are sold to eligible investors with a 1.00%
12b-1 fee and may be subject to the contingent deferred sales charge upon
redemption (maximum 4.00%). For all funds except Overseas, Global
Resources, Short Fixed-Income, and Short-Intermediate Tax-Exempt, the
initial offering date of Class B shares was June 30, 1994. The initial
offering of Class B shares for Overseas and Global Resources was July 3,
1995.
HISTORICAL BOND FUND RESULTS. The following tables show yields,
tax-equivalent yields (for tax-exempt funds), and total returns for each
class of each fixed-income fund for the 1994 fiscal periods ended as
indicated. The tax-equivalent yield is based on a 31% federal income tax
rate. Note that each fund may invest in securities whose income is subject
to the federal alternative minimum tax.    
 
<TABLE>
<CAPTION>
<S>                           <C>                                    <C>                                
                                                                                                        
 
   FISCAL PERIOD ENDED:       Average Annual Total Returns   1       Cumulative Total Returns   2       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                          <C>       <C>              <C>   <C>     <C>              <C>   <C>     <C>                
   10/31 - *                            Tax-                          Ten                            Ten Years/         
   11/30 - **                           Equiva-          One   Five   Years/Life        One   Five   Life of        
12/31 - ***                    Yield3   lent Yield       Year  Years  of Fund+         Year   Years  F    und+       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                            <C>         <C>           <C>    <C>   <C>              <C>    <C>     <C>                      
Emerging Markets 
Income-Class A***                  8.71%    N/A           N/A   N/A    N/A             N/A     N/A          2.47%           
 
Emerging Markets
Income-Class B***                  8.19%    N/A           N/A   N/A    N/A             N/A     N/A          1.96%           
 
   Emerging Markets            
Income-Institutional               8.71%    N/A           N/A   N/A    N/A             N/A     N/A        2.47%               
   Class***     
 
High Yield- Class A*               7.33%       N/A       -2.23% 15.75% 12.99%          2.64%   118.17%    1    73.14%         
 
High Yield-Class B*                7.04%       N/A       -1.60% 16.66% 13.63%          2.14%   117.09%    171.80%     
 
   High
Yield-Institutional                7.33%    N/A           2.64% 16.88% 13.70%          2.64%   118.17%    173.14%             
   Class*                                                                                               
 
Strategic Income- 
Class A   4                        7.61%    N/A           N/A    N/A    N/A            N/A      N/A        13.24    %   
 
Strategic Income- 
Class B   4                        7.27%    N/A           N/A    N/A    N/A            N/A      N/A        12.86    %   
 
   Strategic Income-
Institutional Class4               7.61%    N/A           N/A    N/A    N/A            N/A      N/A        13.24%       
 
Government
Investment-Class A*                6.46%    N/A         -9.77%   5.73%  5.77%        -5.27%     38.71%     62.83%       
 
Government
Investment-Class B*                6.02%    N/A         -9.20%   6.53%  6.37%        -5.66%     38.13%     62.15%       
 
   Government Investment      
Institutional Class*               6.46%    N/A         -5.27%   6.76%  6.43%        -5.27%     38.71%     62.83%       
 
Limited  
Term Bond-Class A**                5.98%    N/A         -7.07%   6.59%  8.90%        -2.44%     44.42%     146.17%             
 
Limited
Term Bond-Class B**                5.47%    N/A         -6.59%   7.38%  9.37%        -2.91%     43.72%     144.98%             
 
Limited   
Term Bond-Institutional 
Class**                            6.53%    N/A         -2.10%   7.86%  9.55%        -2.10%     46.01%     148.89%             
 
Short        Fixed
Income-Class A*                    6.10%    N/A         -1.72%   6.82%  7.32%        -0.22%     41.17%         68.00%   
 
   Short Fixed Income-

    
   Institutional Class*            6.10%    N/A         -0.22%   7.14%  7.55%        -0.22%     41.17%       68.00%              
 
High Income 
Municipal-Class A*                 5.99%    8.68%       -10.49%  7.15%  8.56%        -6.03%     48.27%           88.65%          
 
High Income  
Municipal-Class B*                 5.30%    7.68%       -10.00%  7.95%  9.23%        -6.47%     47.57%              87.76%          
 
   High Income Municipal
Institutional Class*               5.99%    N/A         -6.03%   8.20%  9.31%        -6.03%     48.27%        88.65%              
 
Limited Term Tax-    
Exempt-Class A**                   4.97%    7.20%       -10.25%  4.05%  5.93%        -5.78%     28.03%              78.39%          
 
Limited Term Tax-     
Exempt-Class B**                   4.35%    6.30%       -9.74%   4.84%  6.44%        -6.15%     27.53%              77.69%          
 
Limited Term Tax-                   
Exempt-Institutional   
Class**                            5.47%    7.93%       -5.43%   5.21%  6.57%        -5.43%     28.90%              79.59%          
 
Short Intermediate   
Tax-Exempt-Class A**               4.83%    7.00%       N/A      N/A    N/A          N/A        N/A                 0.27%           
 
   Short Intermediate        
   Tax-Exempt-Institutiona      
   l Class**                       4.83%    N/A         N/A      N/A    N/A          N/A        N/A           0.27%               
 
</TABLE>
 
+ Life of fund figures are from commencement of operations (March 10, 1994
for Emerging Markets Income; January 5, 1987 for High Yield; January 7,
1987 for Government Investment; September 16, 1987 for Short Fixed-Income
and High Income Municipal; September 19, 1985 for Limited Term Tax-Exempt;
and March 16, 1994 for Short-Intermediate Tax-Exempt) through the 1994
fiscal year end.        
1 Average annual total return figures include the effect of    Class
A'    s maximum 4.75% front-end sales charge    (1.50% for Short
Fixed-Income and Short-Intermediate Tax-Exempt)     in effect for the
periods shown.    Average annual total return figures include the effect of
Class B's maximum 4.00% contingent deferred sales charge. The figures for
Institutional Class shares of all funds except Limited Term Bond and
Limited Term Tax-Exempt reflect Class A data, including the applicable
Class A 12b-1 fee but not the Class A front-end sales charge. The figures
for Class B shares of all other funds prior to June 30, 1994, and for Short
Fixed-Income and Short-Intermediate Tax-Exempt prior to June 30, 1995,
reflect Class A data, including the applicable Class A 12b-1 fee but not
the Class A front-end sales charge. However, the Class B contingent
deferred sales charge applicable at the end of each stated period is
included for Class B shares. Figures for Institutional Class shares of
these funds would have been higher and figures for Class B shares would
have been lower if the Class A 12b-1 fee had not be included. 
2 The figures for each new class of shares of each fund reflect the
performance of Class A shares of that fund, including the Class A 12b-1 fee
but not including any applicable sales charge. Figures would have been
higher for Institutional Class shares and lower for Class B shares if the
Class A 12b-1 fee had not been included.
3 The yields shown for each new class reflect the performance of Class A
shares, including the Class A 12b-1 fee but not the front-end sales charge.
Yields for Institutional Class shares would have been higher and yields for
Class B shares lower if the Class A 12b-1 fee had not been included.
4 For each class of Strategic Income Fund, the yield is for the 30-day
period ended May 31, 1995 and the total returns are from October 31, 1994
(commencement of operations) through May 31, 1995.    
Note: If FMR had not reimbursed certain fund expenses during certain of
these periods, the yields and total returns for those periods for Emerging
Markets Income, High Yield, Strategic Income, Government Investment,
Limited Term Bond, Short Fixed-Income, High Income Municipal, Limited Term
Tax-Exempt, and Short-Intermediate Tax-Exempt would have been lower. If the
following funds had not been in reimbursement, their yields and
tax-equivalent yields (if applicable) would have been as follows: Emerging
Markets Income - Class A and Class B (8.06% and 7.84%); Strategic Income -
Class A and Class B (   7.38    % and    7.05    %); Limited Term Bond -
Class A and Class B (5.91% and 4.71%); Government Investment - Class A and
Class B (5.73% and 5.10%); Limited Term Tax-Exempt - Class A, Class B, and
Institutional Class (4.83%/7.00%, 3.64%/5.28%, and 5.36%/7.77%); and
Short-Intermediate Tax Exempt - Class A (4.04%/5.86%).
HISTORICAL EQUITY FUND RESULTS. The following table shows the total returns
for 1994 fiscal periods ended as indicated.
 
<TABLE>
<CAPTION>
<S>       <C>                                    <C>                                
          Average Annual Total Returns   1       Cumulative Total Returns   2       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>   <C>              <C>    <C>     <C>                    <C>    <C>     <C>                    
         Fiscal        One    Five    Ten Years/             One    Five    Ten Years/             
         Period        Year   Years   Life of    F    und+   Year   Years   Life of    F    und+   
         Ended                                                                                     
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 <C>        <C>          <C>           <C>            <C>              <C>            <C>                       
 Overseas -  
Class   A           10/31      3.74%        N/A           7.50%          8.91%            N/A             45.67%                  
 
 Overseas  - 
Class B                        4.91%        N/A           8.16%          8.91%            N/A             45.67%
 
 Overseas  - 
Institutional Class            8.91%        N/A           8.66%          8.91%            N/A              45.67%            
 
E quity Portfolio 
Growth -  Class     11/30      -3.24%      16.55%         19.14%         1.58%           125.75%          504.83%                 
A                                                                                               
 
E quity Portfolio Growth -                    
  Institutional Class           2.46%      18.10%         19.93%         2.46%            129.70%         515.42%          
 
Global Resources - 
Class A             10/31      -0.97%      13.48%         14.86%         3.97%            97.54%          171.05%                 
 
 Global Resources - 
Class B                        -0.02%      15.08%         14.47%         3.97%            97.54%          171.05%           
 
 Global Resources - 
 Institutional Class            3.97%      14.59%         15.68%         3.97%            97.54%          171.05%           
 
Growth Opportunities - 
Class A             10/31      3.55%       15.15%         19.94%         8.71%            112.51%         272.05%                 
 
 Global Opportunities -
 Institutional Class           8.71%       16.27%         20.78%         8.71%            112.51%         272.05%             
 
Strategic Opportunities
 - Class A          12/31     -11.58%      6.55%          13.88%        -7.17%             44.18%         285.19%                 
 
Strategic Opportunities 
- - Class B                     -10.79%      7.44%          14.43%        -7.22%             44.11%         285.00%                 
 
Strategic  Opportunities  -
 Institutional  Class         -6.35 %      8.25 %         14.94 %       -6.35 %            48.64%         302.39%    
 
Equity Income - 
Class A             11/30      3.67%       9.10%          12.68%         8.84%             62.28%          246.39%                 
 
Equity Income - Class B        4.77%      10.02%          13.22%         8.77%             62.17%          246.17%                 
 
Equity Income -  
  Institutional Class          9.82%      10.56%          13.43%         9.82%             65.21%          252.65%          
 
Income & Growth - 
Class A             10/31      -7.31%      9.99%          11.34%        -2.69%             68.98%           143.26%                 
 
 Income & Growth - 
 Institutional Class           -2.69%    11.06%           12.03%        -2.69%             68.98%           143.26%           
 
</TABLE>
 
+ Life of fund figures are from commencement of operations (April 23, 1990
for Overseas; December 29, 1987 for Global Resources; November 18, 1987 for
Growth Opportunities; and January 6, 1987 for Income & Growth) through the
1994 fiscal year end.
1 Average annual total return figures include the effect of    Class
A's     maximum 4.75% front-end sales charge in effect for the periods
shown.    Average annual total return figures include the effect of Class
B's maximum 4.00% contingent deferred sales charge. The figures for
Institutional Class shares of all funds except Equity Income and Equity
Portfolio Growth reflect Class A data, including the applicable Class A
12b-1 fee but not the Class A front-end sales charge. The figures for Class
B shares of all other funds prior to June 30, 1994, and for Overseas and
Global Resources prior to June 30, 1995, reflect Class A data, including
the applicable Class A 12b-1 fee but not the Class A front-end charge.
However, the Class B contingent deferred sales charge applicable at the end
of each stated period is included for Class B shares. Figures would have
been higher for Institutional Class shares and lower for Class B shares if
the Class A 12b-1 fee had not been included.
2 The figures for each new class of shares of each fund reflect the
performance of Class A shares of that fund, including the Class A 12b-1 fee
but not including any applicable sales charge. Figures would have been
higher for Institutional Class shares and lower for Class B shares if the
Class A 12b-1 fee had not been included.    
Note: If FMR had not reimbursed certain fund expenses during certain of
these periods, the total returns for those periods for Overseas, Global
Resources, Equity Income, and Growth Opportunities would have been lower. 
   The following charts show the growth of a hypothetical $10,000
investment in each class, assuming all distributions were reinvested. This
was a period of fluctuating interest rates, bond prices, and stock prices
and the figures below should not be considered representative of the
dividend income or capital gain or loss that could be realized from an
investment in the class today. Tax consequences of different investments
have not been factored into the figures.
INSTITUTIONAL CHARTS. The figures for Institutional Class shares of each
fund except Equity Portfolio Growth, Equity Income, and Limited Term
Tax-Exempt reflect the performance of Class A shares from the fund's
commencement of operations, including the applicable Class A 12b-1 fee but
not the front-end sales charge. The figures would have been higher if the
Class A 12b-1 fee were not included.
CLASS A CHARTS. The figures for Class A shares after September 10, 1992
reflect Class A's maximum 4.75% front-end sales charge (1.50% for Short
Fixed-Income and Short-Intermediate  Tax-Exempt) and the applicable Class A
12b-1 fee. Prior to September 10, 1992, the figures for Equity Portfolio
Growth, Equity Income, Limited Term Tax-Exempt, and Limited Term Bond
reflect Institutional Class performance (i.e., no sales charge or 12b-1
fee), and the figures for Strategic Opportunities reflect Initial Class
performance (i.e., a 4.75% front-end sales charge and no 12b-1 fee).
CLASS B CHARTS. The figures for Class B shares of all funds except
Overseas, Global Resources, Short Fixed-Income and Short-Intermediate
Tax-Exempt prior to June 30, 1994, and for Overseas, Global Resources,
Short Fixed-Income and Short-Intermediate Tax-Exempt prior to June 30,
1995, reflect the performance of Class A shares of each fund, including the
applicable Class A 12b-1 fee but not the Class A front-end charge. The
figures would have been lower if Class B's higher 12b-1 fee had been
included.    
DOMESTIC FUND RETURNS. The following tables show the income and capital
elements of the cumulative total return for each class of each fund. The
table compares each class's return to the record of the S&P 500, the Dow
Jones Industrial Average (DJIA), and the cost of living (measured by the
Consumer Price Index    or     CPI) over the same period. The CPI
information is as of the month-end closest to the initial investment date
for each fund. The S&P 500 and DJIA comparisons are provided to show how
each class's total return compared to the record of a broad average of
common stock prices and a narrower set of stocks of major industrial
companies, respectively, over the same period. Of course, since bond funds
invest in fixed-income securities, common stocks represent a different type
of investment from those funds. Common stocks generally offer greater
growth potential than bonds, but generally experience greater price
volatility, which means greater potential for loss. In addition, common
stocks generally provide lower income than a fixed-income investment such
as the bond funds. Each fund has the ability to invest in securities not
included in either index, and its investment portfolio may or may not be
similar in composition to the indices. Figures for the S&P 500 and DJIA are
based on the prices of unmanaged groups of stocks and, unlike the classes'
returns, do not include the effect of paying brokerage commissions or other
costs of investing.    Each class of the fixed-income funds may compare its
performance to the Aggregate Bond Index Portfolio. These comparisons show a
class's total returns compared to the record of a broad average of debt
security prices. The Aggregate Bond Index is a total return index that
measures both the capital price changes and the income underlying the
universe of debt securities weighted by market value outstanding, and
unlike a class's returns, its returns do not include the effect of paying
brokerage commissions and other costs of investing.
In addition, certain funds may compare the performance of each class of
their shares to the performance of specific indices of securities of the
same class as those in which a fund invests. The following tables show the
performance of each class of Strategic Income and High Yield compared to
the Merrill Lynch High Yield Master Index; each class of Government
Investment compared to the Salomon Treasury/Agency Index; each class of
Limited Term Bond compared to the Lehman Intermediate Government/Corporate
Index;and each class of Short Fixed-Income compared to the Lehman 1-3
Government/Corporate Index. Each class of Strategic Income may also compare
its performance to a customized composite index equally comprised of the
J.P. Morgan Index ex-United States, a broad measure of bond performance in
foreign countries; the Merrill Lynch High Yield Master Index, a broad
measure of higher yielding bonds; and the Lehman Brothers Government
Treasury Long Term Index, a broad measure of the performance of long-term
U.S. government bonds.    
 
EQUITY PORTFOLIO GROWTH - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>       <C>        <C>         <C>         <C>         <C>         
1985    $ 13,155    $ 0       $ 0        $ 13,155    $ 12,899    $ 12,966    $ 10,351   
 
1986     15,634      28        459        16,121      16,469      17,477      10,484    
 
1987     11,767      31        1,564      13,362      15,699      17,258      10,959    
 
1988     14,258      52        3,029      17,339      19,361      20,628      11,425    
 
1989     20,545      611       4,364      25,520      25,333      27,398      11,956    
 
1990     18,445      674       7,102      26,221      24,451      26,939      12,707    
 
1991     28,800      1,052     11,089     40,941      29,428      31,509      13,086    
 
1992     31,232      1,199     17,090     49,521      34,872      37,054      13,485    
 
1993     34,992      1,512     20,207     56,711      38,394      42,501      13,846    
 
1994     33,830      1,462     22,318     57,610      38,795      44,332      14,236    
 
</TABLE>
 
* From month-end closest to initial investment date.
EQUITY PORTFOLIO GROWTH - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>       <C>        <C>         <C>         <C>         <C>         
1985    $ 13,811    $ 0       $ 0        $ 13,811    $ 12,899    $ 12,966    $ 10,351   
 
1986     16,413      29        482        16,924      16,469      17,477      10,484    
 
1987     12,354      32        1,641      14,027      15,699      17,258      10,959    
 
1988     14,969      55        3,180      18,204      19,361      20,628      11,425    
 
1989     21,569      642       4,582      26,793      25,333      27,398      11,956    
 
1990     19,365      707       7,456      27,528      24,451      26,939      12,707    
 
1991     30,237      1,104     11,642     42,983      29,428      31,509      13,086    
 
1992     32,839      1,261     17,970     52,070      34,872      37,054      13,485    
 
1993     37,036      1,645     21,386     60,067      38,394      42,501      13,846    
 
1994     35,990      1,822     23,731     61,543      38,795      44,332      14,236    
 
</TABLE>
 
* From month-end closest to initial investment date.
GLOBAL RESOURCES - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>         <C>     <C>       <C>         <C>         <C>         <C>         
1988*    $ 10,925    $ 0     $ 0       $ 10,925    $ 11,702    $ 11,395    $ 10,416   
 
1989      12,002      0       1,068     13,070      14,791      14,557      10,884    
 
1990      11,716      81      2,106     13,903      13,683      13,970      11,568    
 
1991      13,440      93      3,081     16,614      18,268      18,172      11,906    
 
1992      13,221      91      4,293     17,605      20,090      19,672      12,288    
 
1993      16,754      116     7,961     24,831      23,093      23,104      12,626    
 
1994      16,726      116     8,975     25,817      23,986      25,207      12,955    
 
</TABLE>
 
* From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date.
   GLOBAL RESOURCES - CLASS B          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>          <C>             <C>                    <C>            <C>          <C>           <C>               
                   Value of     Value of        
    
                                                                                   
 
                   Initial      Reinvested      
    
   Reinvested                                                       Cost           
 
   Period          $10,000      Dividend        
    
   Capital Gain           Total          S&P                        of             
 
   Ended Oct. 31   Investment   Distributions   
    
   Distributions          Value          500          DJIA          Living**       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>        <C>            <C>              <C>               <C>                <C>                <C>                
   1988*   $ 11,470   $ 0            $ 0              $ 11,470           $ 11,702           $ 11,395           $ 10,416       
 
   1989      12,600     0              1,121            13,721            14,791             14,557             10,884        
 
   1990      12,300     85             2,211            14,596            13,683             13,970             11,568        
 
   1991      14,110     98             3,235            17,443            18,268             18,172             11,906        
 
   1992      13,880     96             4,508            18,484            20,090             19,672             12,288        
 
   1993      17,590     122            8,358            26,070            23,093             23,104             12,626        
 
   1994      17,560     121            9,424            27,105            23,986             25,207             12,955        
 
</TABLE>
 
   * From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GLOBAL RESOURCES - INSTITUTIONAL CLASS          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>                <C>              <C>       <C>     <C>      <C>               
                   Value of       Value of                                                                   
 
                   Initial        Reinvested        Reinvested                                   Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>         <C>        <C>          <C>           <C>           <C>           <C>                
 1988*     $ 11,470     $ 0       $ 0         $ 11,470      $ 11,702      $ 11,395      $ 10,416    
 
 1989        12,600       0         1,121       13,721       14,791        14,557        10,884     
 
 1990        12,300       85        2,211       14,596       13,683        13,970        11,568     
 
 1991        14,110       98        3,235       17,443       18,268        18,172        11,906     
 
 1992        13,880       96        4,508       18,484       20,090        19,672        12,288     
 
 1993        17,590       122       8,358       26,070       23,093        23,104        12,626     
 
 1994        17,560       121       9,424       27,105       23,986        25,207        12,955     
 
</TABLE>
 
 * From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date. 
GROWTH OPPORTUNITIES - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>         <C>     <C>       <C>         <C>         <C>         <C>         
1988*    $ 13,592    $ 0     $ 0       $ 13,592    $ 11,872    $ 11,566    $ 10,416   
 
1989      15,745      35      896       16,676      15,006      14,775      10,884    
 
1990      12,373      71      1,721     14,165      13,882      14,179      11,568    
 
1991      19,602      371     2,727     22,700      18,534      18,444      11,906    
 
1992      20,136      499     4,810     25,445      20,383      19,966      12,288    
 
1993      24,184      790     7,623     32,597      23,430      23,449      12,626    
 
1994      25,356      925     9,157     35,438      24,336      25,585      12,955    
 
</TABLE>
 
* From November 18, 1987 (commencement of operations).
** From month-end closest to initial investment date.
 GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>            <C>               <C>               <C>       <C>     <C>     <C>               
                   Value of       Value of                                                                   
 
                   Initial        Reinvested        Reinvested                                   Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>       <C>          <C>           <C>           <C>           <C>                
 1988*     $ 14,270     $ 0       $ 0         $ 14,270      $ 11,872      $ 11,566      $ 10,416    
 
 1989        16,530       37        940         17,507       15,006        14,775        10,884     
 
 1990        12,990       75        1,807       14,872       13,882        14,179        11,568     
 
 1991        20,580       390       2,863       23,833       18,534        18,444        11,906     
 
 1992        21,140       524       5,050       26,714       20,383        19,966        12,288     
 
 1993        25,390       830       8,003       34,223       23,430        23,449        12,626     
 
 1994        26,620       972       9,614       37,205       24,336        25,585        12,955     
 
</TABLE>
 
 * From November 18, 1987 (commencement of operations).
** From month-end closest to initial investment date. 
STRATEGIC OPPORTUNITIES - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Dec. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>       <C>        <C>         <C>         <C>         <C>         
1985    $ 11,799    $ 233     $ 1,079    $ 13,101    $ 13,175    $ 13,356    $ 10,380   
 
1986     14,178      355       2,227      16,760      15,636      16,967      10,494    
 
1987     11,388      535       3,776      15,699      16,459      17,889      10,959    
 
1988     13,435      1,302     4,454      19,191      19,193      20,737      11,443    
 
1989     17,327      2,375     5,745      25,447      25,274      27,323      11,975    
 
1990     15,429      3,078     5,116      23,623      24,486      27,176      12,707    
 
1991     16,172      4,106     8,796      29,074      31,951      33,791      13,096    
 
1992     16,662      5,147     11,008     32,817      34,393      36,257      13,476    
 
1993     18,193      6,361     14,969     39,523      37,859      42,418      13,846    
 
1994     16,356      6,383     13,951     36,690      38,358      44,527      14,217    
 
</TABLE>
 
* From month-end closest to initial investment date.
STRATEGIC OPPORTUNITIES - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Dec. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>       <C>        <C>         <C>         <C>         <C>         
1985    $ 12,388    $ 234     $ 1,133    $ 13,755    $ 13,175    $ 13,356    $ 10,380   
 
1986     14,885      372       2,338      17,595      15,636      16,967      10,494    
 
1987     11,956      561       3,964      16,481      16,459      17,889      10,959    
 
1988     14,105      1,367     4,677      20,149      19,193      20,737      11,443    
 
1989     18,191      2,493     6,031      26,715      25,274      27,323      11,975    
 
1990     16,198      3,231     5,371      24,800      24,486      27,176      12,707    
 
1991     16,979      4,311     9,235      30,525      31,951      33,791      13,096    
 
1992     17,493      5,403     11,557     34,453      34,393      36,257      13,476    
 
1993     19,100      6,678     15,716     41,494      37,859      42,418      13,846    
 
1994     17,052      6,899     14,549     38,500      38,358      44,527      14,217    
 
</TABLE>
 
* From month-end closest to initial investment date.
 STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>       <C>     <C>      <C>              
                   Value of       Value of                                                                  
 
                   Initial        Reinvested        Reinvested                                   Cost       
 
 Period            $10,000        Dividend          Capital Gain      Total     S&P              of         
 
 Ended Dec. 31     Investment     Distributions     Distributions     Value     500     DJIA     Living*    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>           <C>         <C>          <C>          <C>           <C>           <C>                
 1985     $ 12,388     $ 234       $ 1,133      $ 13,755      $ 13,175      $ 13,356      $ 10,380    
 
 1986       14,885       372         2,338        17,595       15,636        16,967        10,494     
 
 1987       12,039       574         3,977        16,590       16,459        17,889        10,959     
 
 1988       14,224       1,434       4,699        20,357       19,193        20,737        11,443     
 
 1989       18,255       2,785       6,031        27,071       25,274        27,323        11,975     
 
 1990       16,272       3,638       5,375        25,285       24,486        27,176        12,707     
 
 1991       17,071       4,906       9,299        31,276       31,951        33,791        13,096     
 
 1992       17,576       6,256       11,658       35,490       34,393        36,257        13,476     
 
 1993       19,238       7,795       15,936       42,969       37,859        42,418        13,846     
 
 1994       17,319       8,042       14,879       40,239       38,358        44,527        14,217     
 
</TABLE>
 
 * From month-end closest to initial investment date. 
EQUITY INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>        <C>       <C>         <C>         <C>         <C>         
1985    $ 11,116    $ 777      $ 0       $ 11,893    $ 12,899    $ 12,966    $ 10,351   
 
1986     12,595      1,711      380       14,686      16,469      17,477      10,484    
 
1987     10,167      2,077      1,373     13,617      15,699      17,258      10,959    
 
1988     10,325      3,242      3,725     17,292      19,361      20,628      11,425    
 
1989     11,413      4,801      4,118     20,332      25,333      27,398      11,956    
 
1990     8,855       4,848      3,598     17,301      24,451      26,939      12,707    
 
1991     10,306      6,782      4,188     21,276      29,428      31,509      13,086    
 
1992     11,962      8,862      4,860     25,684      34,872      37,054      13,485    
 
1993     13,822      10,876     5,616     30,314      38,394      42,501      13,846    
 
1994     14,846      12,116     6,032     32,994      38,795      44,332      14,236    
 
</TABLE>
 
** From month-end closest to initial investment date.
EQUITY INCOME - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>        <C>       <C>         <C>         <C>         <C>         
1985    $ 11,670    $ 816      $ 0       $ 12,486    $ 12,899    $ 12,966    $ 10,351   
 
1986     13,223      1,797      398       15,418      16,469      17,477      10,484    
 
1987     10,674      2,180      1,441     14,295      15,699      17,258      10,959    
 
1988     10,840      3,403      3,911     18,154      19,361      20,628      11,425    
 
1989     11,982      5,040      4,323     21,345      25,333      27,398      11,956    
 
1990     9,297       5,090      3,777     18,164      24,451      26,939      12,707    
 
1991     10,820      7,120      4,396     22,336      29,428      31,509      13,086    
 
1992     12,559      9,304      5,103     26,966      34,872      37,054      13,485    
 
1993     14,512      11,418     5,896     31,826      38,394      42,501      13,846    
 
1994     15,566      12,725     6,325     34,616      38,795      44,332      14,236    
 
</TABLE>
 
*  From month-end closest to initial investment date.
EQUITY INCOME - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>        <C>       <C>         <C>         <C>         <C>         
1985    $ 11,670    $ 816      $ 0       $ 12,486    $ 12,899    $ 12,966    $ 10,351   
 
1986     13,223      1,797      398       15,418      16,469      17,477      10,484    
 
1987     10,674      2,180      1,441     14,295      15,699      17,258      10,959    
 
1988     10,840      3,403      3,911     18,154      19,361      20,628      11,425    
 
1989     11,982      5,040      4,323     21,345      25,333      27,398      11,956    
 
1990     9,297       5,090      3,777     18,164      24,451      26,939      12,707    
 
1991     10,820      7,120      4,396     22,336      29,428      31,509      13,086    
 
1992     12,578      9,318      5,111     27,007      34,872      37,504      13,485    
 
1993     14,580      11,608     5,924     32,112      38,394      42,501      13,846    
 
1994     15,693      13,195     6,376     35,264      38,795      44,332      14,236    
 
</TABLE>
 
*  From month-end closest to initial investment date.
INCOME & GROWTH - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>        <C>       <C>       <C>        <C>         <C>         <C>         
1987    $ 8,992    $ 161     $ 0       $ 9,153    $ 10,232    $ 10,358    $ 10,434   
 
1988     10,544     774       0         11,318     11,747      11,572      10,878    
 
1989     12,163     1,549     0         13,712     14,849      14,782      11,367    
 
1990     9,916      2,328     488       12,732     13,736      14,187      12,081    
 
1991     13,459     3,924     663       18,046     18,339      18,454      12,434    
 
1992     13,726     4,641     1,532     19,899     20,169      19,977      12,833    
 
1993     15,154     6,002     2,653     23,809     23,183      23,462      13,186    
 
1994     13,973     6,056     3,141     23,170     24,080      25,598      13,529    
 
</TABLE>
 
* From January 6, 1987 (commencement of operations).
** From month-end closest to initial investment date.
 INCOME & GROWTH - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>       <C>     <C>      <C>              
                   Value of       Value of                                                                   
 
                   Initial        Reinvested        Reinvested                                   Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>           <C>         <C>          <C>          <C>           <C>           <C>                
 1987     $ 9,440      $ 170       $ 0         $ 9,610       $ 10,232      $ 10,358      $ 10,434    
 
 1988       11,070       813         0           11,883       11,747        11,572        10,878     
 
 1989       12,770       1,626       0           14,396       14,849        14,782        11,367     
 
 1990       10,410       2,445       513         13,367       13,736        14,187        12,081     
 
 1991       14,130       4,119       696         18,945       18,339        18,454        12,434     
 
 1992       14,410       4,872       1,608       20,891       20,169        19,977        12,833     
 
 1993       15,910       6,302       2,786       24,998       23,183        23,462        13,186     
 
 1994       14,670       6,358       3,298       24,326       24,080        25,598        13,529     
 
</TABLE>
 
 * From January 6, 1987 (commencement of operations).
** From month-end closest to initial investment date. 
HIGH YIELD - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                    <C>         <C>        
                Value of     Value of                                 Merrill Lynch                           
 
 Period    Initial      Reinvested      Reinvested               High Yield       Aggregate   Cost       
 
 Ended     $10,000      Dividend        Capital Gain    Total    Master           Bond        of         
 
Oct. 31         Investment   Distributions   Distributions   Value    Index+           Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>        <C>     <C>        <C>               <C>        <C>         
1987*    $ 8,658    $ 790      $ 0     $ 9,448    $ 9,798      $ 9,917    $ 10,434   
 
1988      9,392      2,148      0       11,540      11,459      11,054     10,878    
 
1989      8,544      3,381      0       11,925      12,023      12,369     11,367    
 
1990      7,763      4,589      0       12,352      11,257      13,150     12,081    
 
1991      9,639      7,613      0       17,252      15,144      15,229     12,434    
 
1992      10,544     10,496     0       21,040      17,826      16,727     12,833    
 
1993      11,440     13,420     488     25,348      21,130      18,712     13,186    
 
1994      10,687     14,350     980     26,017      21,542      18,025     13,529    
 
</TABLE>
 
* From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
HIGH YIELD - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                    <C>         <C>        
                Value of     Value of                                 Merrill Lynch                           
 
 Period    Initial      Reinvested      Reinvested               High Yield       Aggregate   Cost       
 
 Ended     $10,000      Dividend        Capital Gain    Total    Master           Bond        of         
 
Oct. 31         Investment   Distributions   Distributions   Value    Index+           Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>        <C>       <C>        <C>               <C>        <C>         
1987*    $ 9,090    $ 829      $ 0       $ 9,919    $ 9,798      $ 9,917    $ 10,434   
 
1988      9,860      2,256      0         12,116      11,459      11,054     10,878    
 
1989      8,970      3,550      0         12,520      12,023      12,369     11,367    
 
1990      8,150      4,818      0         12,968      11,257      13,150     12,081    
 
1991      10,120     7,992      0         18,112      15,144      15,229     12,434    
 
1992      11,070     11,020     0         22,090      17,826      16,727     12,833    
 
1993      12,010     14,089     512       26,611      21,130      18,712     13,186    
 
1994      11,210     14,942     1,028     27,180      21,542      18,025     13,529    
 
</TABLE>
 
* From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
 HIGH YIELD - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>            <C>              <C>              <C>         <C>              <C>           <C>              
             Value of       Value of                                      Merrill Lynch                               
 
 Period      Initial        Reinvested        Reinvested                  High Yield        Aggregate     Cost        
 
 Ended       $10,000        Dividend          Capital Gain      Total     Master            Bond          of          
 
 Oct. 31     Investment     Distributions     Distributions     Value     Index+            Index+        Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>           <C>         <C>          <C>          <C>           <C>           <C>                
 1987*      $ 9,090      $ 829        $ 0         $ 9,919     $ 9,798       $ 9,917      $ 10,434    
 
 1988        9,860        2,256        0           12,116       11,459       11,054       10,878     
 
 1989        8,970        3,550        0           12,520       12,023       12,369       11,367     
 
 1990        8,150        4,818        0           12,968       11,257       13,150       12,081     
 
 1991        10,120       7,992        0           18,112       15,144       15,229       12,434     
 
 1992        11,070       11,020       0           22,090       17,826       16,727       12,833     
 
 1993        12,010       14,089       512         26,611       21,130       18,712       13,186     
 
 1994        11,220       15,065       1,029       27,314       21,542       18,025       13,529     
 
</TABLE>
 
 * From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date. 
STRATEGIC INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>             <C>         <C>        
          Value of     Value of                                Merrill Lynch                          
 
Period    Initial      Reinvested      Reinvested              High Yield      Aggregate   Cost       
 
Ended     $10,000      Dividend        Capital Gain    Total   Master          Bond        of         
 
Dec. 31   Investment   Distributions   Distributions   Value   Index+          Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>     <C>    <C>        <C>               <C>         <C>         
1994*    $ 9,449    $ 93    $ 0    $ 9,542    $  9,845     $ 10,047    $ 10,013   
 
</TABLE>
 
* From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
STRATEGIC INCOME - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>             <C>         <C>        
          Value of     Value of                                Merrill Lynch                          
 
Period    Initial      Reinvested      Reinvested              High Yield      Aggregate   Cost       
 
Ended     $10,000      Dividend        Capital Gain    Total   Master          Bond        of         
 
Dec. 31   Investment   Distributions   Distributions   Value   Index+          Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>     <C>    <C>        <C>               <C>         <C>         
1994*    $ 9,910    $ 84    $ 0    $ 9,994    $  9,845     $ 10,047    $ 10,013   
 
</TABLE>
 
* From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
 STRATEGIC INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>            <C>              <C>              <C>         <C>              <C>           <C>              
             Value of       Value of                                      Merrill Lynch                               
 
 Period      Initial        Reinvested        Reinvested                  High Yield        Aggregate     Cost        
 
 Ended       $10,000        Dividend          Capital Gain      Total     Master            Bond          of          
 
 Dec. 31     Investment     Distributions     Distributions     Value     Index+            Index+        Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>           <C>         <C>          <C>          <C>           <C>           <C>                
 1994*      $ 9,920      $ 97      $ 0      $ 10,017      $ 9,845      $ 10,047      $ 10,013    
 
</TABLE>
 
 * From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date. 
GOVERNMENT INVESTMENT - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>              <C>          <C>             <C>             <C>     <C>         <C>         <C>        
                 Value of     Value of                                Salomon                            
 
Period           Initial      Reinvested      Reinvested              Treasury/   Aggregate   Cost       
 
Ended            $10,000      Dividend        Capital Gain    Total   Agency      Bond        of         
 
 Oct.  31   Investment   Distributions   Distributions   Value   Index       Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>       <C>     <C>        <C>               <C>               <C>         
1987*    $ 8,763    $ 587     $ 0     $ 9,350    $  9,948      $ 9,917     $ 10,434   
 
1988      8,820      1,403     0       10,223      10,908       11,054      10,878    
 
1989      8,868      2,313     0       11,181      12,230       12,369      11,367    
 
1990      8,715      3,190     0       11,905      12,960       13,150      12,081    
 
1991      9,134      4,277     0       13,411      14,839       15,229      12,434    
 
1992      9,268      5,281     0       14,549      16,383       16,727      12,833    
 
1993      9,658      6,395     318     16,371      18,538       18,712      13,186    
 
1994      8,534      6,472     503     15,509      17,707       18,025      13,529    
 
</TABLE>
 
* From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
GOVERNMENT INVESTMENT - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>         <C>         <C>        
          Value of     Value of                                Salomon                            
 
Period    Initial      Reinvested      Reinvested              Treasury/   Aggregate   Cost       
 
Ended     $10,000      Dividend        Capital Gain    Total   Agency      Bond        of         
 
Oct. 31   Investment   Distributions   Distributions   Value   Index       Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>       <C>     <C>        <C>               <C>        <C>         
1987*    $ 9,200    $ 616     $ 0     $ 9,816     $ 9,948     $ 9,917    $ 10,434   
 
1988      9,260      1,473     0       10,733      10,908      11,054     10,878    
 
1989      9,310      2,429     0       11,739      12,230      12,369     11,367    
 
1990      9,150      3,349     0       12,499      12,960      13,150     12,081    
 
1991      9,590      4,490     0       14,080      14,839      15,229     12,434    
 
1992      9,730      5,545     0       15,275      16,383      16,727     12,833    
 
1993      10,140     6,714     334     17,189      18,538      18,712     13,186    
 
1994      8,950      6,737     528     16,215      17,707      18,025     13,529    
 
</TABLE>
 
* From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
 GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>            <C>              <C>              <C>         <C>              <C>           <C>              
             Value of       Value of                                      Salomon                                 
 
 Period      Initial        Reinvested        Reinvested                  Treasury/     Aggregate     Cost        
 
 Ended       $10,000        Dividend          Capital Gain      Total     Agency        Bond          of          
 
 Oct. 31     Investment     Distributions     Distributions     Value     Index         Index+        Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>           <C>         <C>          <C>          <C>           <C>           <C>                
 1987*      $ 9,200      $ 616       $ 0       $ 9,816      $ 9,948      $ 9,917      $ 10,434    
 
 1988        9,260        1,473       0         10,733       10,908       11,054       10,878     
 
 1989        9,310        2,429       0         11,739       12,230       12,369       11,367     
 
 1990        9,150        3,349       0         12,499       12,960       13,150       12,081     
 
 1991        9,590        4,490       0         14,080       14,839       15,229       12,434     
 
 1992        9,730        5,545       0         15,275       16,383       16,727       12,833     
 
 1993        10,140       6,714       334       17,189       18,538       18,712       13,186     
 
 1994        8,960        6,794       528       16,283       17,707       18,025       13,529     
 
</TABLE>
 
 * From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date. 
LIMITED TERM BOND - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>            <C>         <C>       
          Value of     Value of                                Lehman                               
 
Period    Initial      Reinvested      Reinvested              Intermediate   Aggregate   Cost      
 
Ended     $10,000      Dividend        Capital Gain    Total   Govt./Corp.    Bond        of        
 
Nov. 30   Investment   Distributions   Distributions   Value   Index          Index+      Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>        <C>     <C>         <C>                <C>         <C>                
1985    $ 10,089    $ 1,093    $ 0     $ 11,182    $  12,988     $ 13,436    $ 10 , 351   
 
1986     10,749      2,315      22      13,086       14,983       15,900      10,484           
 
1987     9,802       3,257      260     13,319       15,422       16,180      10,959           
 
1988     9,735       4,499      258     14,492       16,611       17,674      11,425           
 
1989     9,955       6,016      264     16,235       18,696       20,211      11,956           
 
1990     9,697       7,330      257     17,284       20,191       21,741      12,707           
 
1991     10,089      9,235      268     19,592       22,902       24,875      13,086           
 
1992     10,175      10,919     270     21,364       24,811       27,079      13,485           
 
1993     10,653      13,098     283     24,034       27,226       30,029      13,846           
 
1994     9,812       13,376     260     23,448       26,730       29,110      14,236           
 
</TABLE>
 
* From month-end closest to initial investment date.
+ From month-end following initial investment date.
LIMITED TERM BOND - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>            <C>         <C>       
          Value of     Value of                                Lehman                               
 
Period    Initial      Reinvested      Reinvested              Intermediate   Aggregate   Cost      
 
Ended     $10,000      Dividend        Capital Gain    Total   Govt./Corp.    Bond        of        
 
Nov. 30   Investment   Distributions   Distributions   Value   Index          Index+      Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>        <C>     <C>         <C>                <C>         <C>         
1985    $ 10,592    $ 1,147    $ 0     $ 11,739     $ 12,988     $ 13,436    $ 10,351   
 
1986     11,285      2,431      24      13,740       14,983       15,900      10,484    
 
1987     10,291      3,419      273     13,983       15,422       16,180      10,959    
 
1988     10,221      4,723      271     15,215       16,611       17,674      11,425    
 
1989     10,452      6,316      277     17,045       18,696       20,211      11,956    
 
1990     10,181      7,696      270     18,147       20,191       21,741      12,707    
 
1991     10,592      9,695      281     20,568       22,902       24,875      13,086    
 
1992     10,683      11,463     283     22,429       24,811       27,079      13,485    
 
1993     11,185      13,751     297     25,233       27,226       30,029      13,846    
 
1994     10,291      13,934     273     24,498       26,730       29,110      14,236    
 
</TABLE>
 
* From month-end closest to initial investment date.
+ From month-end following initial investment date.
LIMITED TERM BOND - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>            <C>         <C>       
          Value of     Value of                                Lehman                               
 
Period    Initial      Reinvested      Reinvested              Intermediate   Aggregate   Cost      
 
Ended     $10,000      Dividend        Capital Gain    Total   Govt./Corp.    Bond        of        
 
Nov. 30   Investment   Distributions   Distributions   Value   Index          Index+      Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>               <C>               <C>     <C>               <C>                <C>         <C>         
1985    $ 10,592          $ 1,147           $ 0     $ 11,739           $ 12,988     $ 13,436    $ 10,351   
 
1986     11,285            2,431             24      13,7 4 0      14,983       15,900      10,484    
 
1987     10,291            3,419             273     13,983             15,422       16,180      10,959    
 
1988     10,221            4,723             271     15,215             16,611       17,674      11,425    
 
1989     10,452            6,316             277     17,045             18,696       20,211      11,956    
 
1990     10,181            7,696             270     18,147             20,191       21,741      12,707    
 
1991     10,592            9,695             281     20,568             22,902       24,875      13,086    
 
1992     10,683            11, 498      283     22, 464       24,811       27,079      13,485    
 
1993     11, 205      13, 920      297     25, 422       27,226       30,029      13,846    
 
1994     10, 311      14, 304      273     24, 889       26,730       29,110      14,236    
 
</TABLE>
 
*  From month-end closest to initial investment date.
+ From month-end following initial investment date.
SHORT FIXED-INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>           <C>         <C>        
          Value of     Value of                                Lehman                               
 
Period    Initial      Reinvested      Reinvested              1 - 3         Aggregate   Cost       
 
Ended     $10,000      Dividend        Capital Gain    Total   Govt./Corp.   Bond        of         
 
Oct. 31   Investment   Distributions   Distributions   Value   Index         Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>       <C>    <C>         <C>                <C>         <C>         
1987*    $ 9,909    $ 100     $ 0    $ 10,009    $  10,198     $ 10,356    $ 10,026   
 
1988      9,791      974       0      10,765       10,993       11,543      10,452    
 
1989      9,801      1,921     0      11,722       12,040       12,917      10,922    
 
1990      9,476      2,902     0      12,378       13,097       13,732      11,609    
 
1991      9,722      4,165     0      13,887       14,594       15,903      11,948    
 
1992      9,801      5,397     0      15,198       15,789       17,467      12,330    
 
1993      9,939      6,645     0      16,584       16,726       19,540      12,670    
 
1994      9,338      7,211     0      16,549       16,931       18,823      13,000    
 
</TABLE>
 
*  From September 16, 1987 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date.
 SHORT FIXED-INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>            <C>              <C>              <C>         <C>              <C>           <C>              
             Value of       Value of                                      Lehman                                    
 
 Period      Initial        Reinvested        Reinvested                  1 - 3           Aggregate     Cost        
 
 Ended       $10,000        Dividend          Capital Gain      Total     Govt./Corp.     Bond          of          
 
 Oct. 31     Investment     Distributions     Distributions     Value     Index           Index+        Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>           <C>         <C>          <C>          <C>           <C>           <C>                
 1987*     $ 10,060     $ 101        $ 0     $ 10,161      $ 10,198      $ 10,356      $ 10,026    
 
 1988        9,940        989         0        10,929       10,993        11,543        10,452     
 
 1989        9,950        1,951       0        11,901       12,040        12,917        10,922     
 
 1990        9,620        2,946       0        12,566       13,097        13,732        11,609     
 
 1991        9,870        4,228       0        14,098       14,594        15,903        11,948     
 
 1992        9,950        5,479       0        15,429       15,789        17,467        12,330     
 
 1993        10,090       6,748       0        16,838       16,726        19,540        12,670     
 
 1994        9,480        7,320       0        16,800       16,931        18,823        13,000     
 
</TABLE>
 
 *  From September 16, 1987 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date. 
HIGH INCOME MUNICIPAL - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1987*    $ 9,382    $ 87      $ 0     $ 9,469    $ 10,356    $ 10,026   
 
1988      9,963      852       0       10,815     11,543      10,452    
 
1989      10,306     1,759     54      12,119     12,917      10,922    
 
1990      10,354     2,722     168     13,244     13,732      11,609    
 
1991      10,868     3,903     330     15,101     15,903      11,948    
 
1992      11,097     5,044     351     16,492     17,467      12,330    
 
1993      12,116     6,577     429     19,122     19,540      12,670    
 
1994      10,687     6,808     473     17,968     18,823      13,000    
 
*  From September 16, 1987 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date.
HIGH INCOME MUNICIPAL - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1987*    $ 9,850    $ 92      $ 0     $ 9,942    $ 10,356    $ 10,026   
 
1988      10,460     895       0       11,355     11,543      10,452    
 
1989      10,820     1,847     57      12,724     12,917      10,922    
 
1990      10,870     2,858     176     13,904     13,732      11,609    
 
1991      11,410     4,097     347     15,854     15,903      11,948    
 
1992      11,650     5,296     368     17,314     17,467      12,330    
 
1993      12,720     6,905     450     20,075     19,540      12,670    
 
1994      11,210     7,069     496     18,775     18,823      13,000    
 
* From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
 HIGH INCOME MUNICIPAL - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>              <C>                <C>         <C>         <C>             
                   Value of       Value of                                                                
 
                   Initial        Reinvested        Reinvested                  Aggregate     Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     Bond          of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     Index+        Living**    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>              <C>            <C>               <C>                <C>                
 1987*      $ 9,850      $ 92        $ 0       $ 9,942      $ 10,356      $ 10,026    
 
 1988        10,460       895         0         11,355       11,543        10,452     
 
 1989        10,820       1,847       57        12,724       12,917        10,922     
 
 1990        10,870       2,858       176       13,904       13,732        11,609     
 
 1991        11,410       4,097       347       15,854       15,903        11,948     
 
 1992        11,650       5,296       368       17,314       17,467        12,330     
 
 1993        12,720       6,905       450       20,075       19,540        12,670     
 
 1994        11,220       7,148       497       18,865       18,823        13,000     
 
</TABLE>
 
 *  From September 16, 1987 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date. 
LIMITED TERM TAX-EXEMPT - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1985*    $ 9,792    $ 126     $ 0       $ 9,918    $ 10,455    $ 10,065   
 
1986      10,468     826       51        11,345     12,372      10,194    
 
1987      9,887      1,451     117       11,455     12,590      10,656    
 
1988      10,020     2,207     118       12,345     13,752      11,108    
 
1989      10,106     3,046     119       13,271     15,726      11,625    
 
1990      10,135     3,951     120       14,206     16,917      12,355    
 
1991      10,287     4,955     122       15,364     19,356      12,724    
 
1992      10,554     6,062     125       16,741     21,071      13,112    
 
1993      9,963      6,581     1,489     18,033     23,366      13,463    
 
1994      8,954      6,669     1,369     16,992     22,651      13,841    
 
*  From September 19, 1985 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
LIMITED TERM TAX-EXEMPT - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1985*    $ 10,280    $ 132     $ 0       $ 10,412    $ 10,455    $ 10,065   
 
1986      10,990      867       53        11,910      12,372      10,194    
 
1987      10,380      1,524     123       12,027      12,590      10,656    
 
1988      10,520      2,317     124       12,961      13,752      11,108    
 
1989      10,610      3,198     125       13,933      15,726      11,625    
 
1990      10,640      4,148     126       14,914      16,917      12,355    
 
1991      10,800      5,202     128       16,130      19,356      12,724    
 
1992      11,080      6,365     131       17,576      21,071      13,112    
 
1993      10,460      6,909     1,564     18,933      23,366      13,463    
 
1994      9,400       6,931     1,437     17,768      22,651      13,841    
 
* From September 19, 1985 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
LIMITED TERM TAX-EXEMPT-INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1985*    $ 10,280    $ 132     $ 0       $ 10,412    $ 10,455    $ 10,065   
 
1986      10,990      867       53        11,910      12,372      10,194    
 
1987      10,380      1,524     123       12,027      12,590      10,656    
 
1988      10,520      2,317     124       12,961      13,752      11,108    
 
1989      10,610      3,198     125       13,933      15,726      11,625    
 
1990      10,640      4,148     126       14,914      16,917      12,355    
 
1991      10,800      5,202     128       16,130      19,356      12,724    
 
1992      11,080      6,371     131       17,582      21,071      13,112    
 
1993      10,460      6,967     1,564     18,991      23,366      13,463    
 
1994      9,410       7,110     1,440     17,960      22,651      13,841    
 
* From September 19, 1985 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
SHORT-INTERMEDIATE TAX-EXEMPT - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1994    $ 9,623    $ 254    $ 0    $ 9,877    $ 9,926    $ 10,183   
 
* From March 16, 1994 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date.
 SHORT-INTERMEDIATE TAX-EXEMPT - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>              <C>                <C>         <C>         <C>             
                   Value of       Value of                                                                     
 
                   Initial        Reinvested        Reinvested                  Aggregate     Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     Bond          of          
 
 Ended Nov. 30     Investment     Distributions     Distributions     Value     Index+        Living**    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>           <C>              <C>            <C>          <C>                <C>               <C>                
 1994     $ 9,770     $ 257     $ 0      $ 10,027      $ 9,926      $ 10,183        
 
</TABLE>
 
   * From March 16, 1994 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date.    
The yield for the S&P 500 for the year ended December 31, 1994 was 2.93%,
calculated by dividing the dollar value of dividends paid by the S&P 500
stocks during the period by the average value of the S&P 500 on December
31, 1994. The S&P 500 yield is calculated differently from each class's
yield. For example, a class's yield calculation treats dividends as accrued
in anticipation of payment, rather than recording them when paid.
INTERNATIONAL FUND RETURNS. The following tables show the income and
capital elements of the total return for each class of Overseas and
Emerging Markets Income from the date each fund commenced operations
through the 1994 fiscal period, ended as indicated. The classes may compare
their total returns to the record of the following Morgan Stanley Capital
International indices: the World Index; EAFE Index; the Europe Index; the
Pacific Index, the Combined Far East ex-Japan Free Index; and the Latin
America Free Index. The EAFE Index combines the Europe and Pacific indices.
The addition of Canada, the United States, and South African Gold Mines to
the EAFE index compiles the World Index which includes over 1400 companies.
The Europe Index and Pacific Index are subsets of the Morgan Stanley
Capital International World Index, which is also published by Morgan
Stanley Capital International, S.A. The Europe and Pacific Indices are
weighted by the market value of each country's stock exchange(s). The
companies included in the indices change only in the event of mergers,
takeovers, failures and the like, and minor adjustments may be made when
Morgan Stanley Capital International, S.A. reviews the companies covered as
to suitability every three or four years.
 
<TABLE>
<CAPTION>
<S>                <C>                                     <C>                                              
Fund               Comparative Index                       Description of Index                             
 
Overseas           Morgan Stanley Capital International    An unmanaged index of 900 foreign common         
                   Europe, Australia, Far East Index       stocks                                           
                   (EAFE)                                                                                   
 
Emerging Markets   J.P. Morgan Emerging                    An unmanaged index of fixed income securities    
Income             Market Bond Index                       from developing nations                          
 
</TABLE>
 
Each table below compares the returns for each class of Overseas and
Emerging Markets Income to the record of the S&P 500, the DJIA, a foreign
stock market index as described above, and the cost of living (measured by
the CPI) over the same period. The CPI information is as of the month-end
closest to the initial investment date for each fund. The S&P 500 and DJIA
comparisons are provided to show how each class's total return compared to
the record of a broad range of U.S. common stocks and a narrower set of
stocks of major U.S. industrial companies, respectively, over the same
period. The funds have the ability to invest in securities not included in
the indices, and their investment portfolios may or may not be similar in
composition to the indices. The EAFE Index, Emerging Market Bond Index, S&P
500, and DJIA are based on the prices of unmanaged groups of stocks and,
unlike each class's returns, their returns do not include the effect of
paying brokerage commissions and other costs of investing.
The following charts show the growth of a hypothetical $10,000 investment
in each class, assuming all distributions were reinvested. This was a
period of fluctuating interest rates, bond prices, and stock prices and the
figures below should not be considered representative of the dividend
income or capital gain or loss that could be realized from an investment in
the class today. Tax consequences of different investments have not been
factored into the figures.
OVERSEAS-CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>     <C>   <C>    <C>        
                Value of     Value of                                                                
 
                Initial      Reinvested      Reinvested                                   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   EAFE    S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   Index   500   DJIA   Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>     <C>    <C>        <C>        <C>        <C>        <C>         
1990*    $ 9,096    $ 0     $ 0    $ 9,096    $ 9,968    $ 9,246   $ 9,246     $ 10,357   
 
1991      9,315      77      0      9,392      10,661     12,344     12,027     10,659    
 
1992      8,639      200     0      8,839      9,252      13,575     13,020     11,001    
 
1993      12,316     424     0      12,740     12,717     15,604     15,291     11,303    
 
1994      13,392     483     0      13,875     14,002     16,208     16,684     11,598    
 
</TABLE>
 
* From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
   OVERSEAS-CLASS B          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>               <C>       <C>       <C>     <C>      <C>               
                      Value of       Value of                                                                             
 
                   Initial        Reinvested        Reinvested                                             Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     EAFE      S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     Index     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>               <C>       <C>       <C>     <C>      <C>               
 1990*     $ 9,550      $ 0        $ 0     $ 9,550       $ 9,968      $ 9,246     $ 9,246       $ 10,357    
 
 1991        9,780        80        0        9,860        10,661       12,344       12,027       10,659     
 
 1992        9,070        210       0        9,280        9,252        13,575       13,020       11,001     
 
 1993        12,930       445       0        13,375       12,717       15,604       15,291       11,303     
 
 1994        14,060       507       0        14,567       14,002       16,208       16,684       11,598     
 
</TABLE>
 
 * From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
OVERSEAS-INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>               <C>       <C>       <C>     <C>      <C>               
                   Value of       Value of                                                                             
 
                   Initial        Reinvested        Reinvested                                             Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     EAFE      S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     Index     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>               <C>       <C>       <C>     <C>      <C>               
 1990*     $ 9,550      $ 0        $ 0     $ 9,550       $ 9,968      $ 9,246     $ 9,246       $ 10,357    
 
 1991        9,780        80        0        9,860        10,661       12,344       12,027       10,659     
 
 1992        9,070        210       0        9,280        9,252        13,575       13,020       11,001     
 
 1993        12,930       445       0        13,375       12,717       15,604       15,291       11,303     
 
 1994        14,060       507       0        14,567       14,002       16,208       16,684       11,598     
 
</TABLE>
 
 * From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date. 
EMERGING MARKETS INCOME-CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>           <C>          <C>             <C>             <C>     <C>           <C>   <C>    <C>        
              Value of     Value of                                J.P. Morgan                           
 
              Initial      Reinvested      Reinvested              Emerging                   Cost       
 
Period        $10,000      Dividend        Capital Gain    Total   Market Bond   S&P          of         
 
Ended Dec.    Investment   Distributions   Distributions   Value   Index         500   DJIA   Living**   
31                                                                                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>      <C>      <C>        <C>        <C>                <C>                <C>         
1994*    $ 9,068    $ 457    $ 235    $ 9,760    $ 9,989    $  10,067     $  10,173     $ 10,204   
 
</TABLE>
 
* From March 10, 1994 (commencement of operations).
** From month-end closest to initial investment date.
 EMERGING MARKETS INCOME-CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>               <C>       <C>       <C>     <C>      <C>               
                 Value of       Value of                                      J.P. Morgan                                  
 
                 Initial        Reinvested        Reinvested                  Emerging                         Cost        
 
 Period          $10,000        Dividend          Capital Gain      Total     Market Bond     S&P              of          
 
 Ended Dec.      Investment     Distributions     Distributions     Value     Index           500     DJIA     Living**    
 31                                                                                                                                 
                              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>         <C>       <C>       <C>          <C>         <C>            <C>           <C>                
 1994*      $ 9,068      $ 457      $ 235      $ 9,760      $ 9,989      $ 10,067      $ 10,173      $ 10,204    
 
</TABLE>
 
 * From March 10, 1994 (commencement of operations).
** From month-end closest to initial investment date.
EMERGING MARKETS INCOME- INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>               <C>               <C>       <C>       <C>     <C>      <C>               
                 Value of       Value of                                      J.P. Morgan                                  
 
                 Initial        Reinvested        Reinvested                  Emerging                         Cost        
 
 Period          $10,000        Dividend          Capital Gain      Total     Market Bond     S&P              of          
 
 Ended Dec.      Investment     Distributions     Distributions     Value     Index           500     DJIA     Living**    
 31                                                                                                                                 
                              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>         <C>       <C>       <C>          <C>         <C>            <C>           <C>                
 1994*     $ 9,520     $ 480     $ 247     $ 10,247     $ 9,989      $ 10,067      $ 10,173      $ 10,204        
 
</TABLE>
 
   * From March 10, 1994 (commencement of operations).
** From month-end closest to initial investment date.    
The following table reflects the cost of the initial $10,000 investment in
each of the classes,    together with     the aggregate cost of reinvested
dividends and capital gain distributions, if any, for the period covered.
If distributions had not been reinvested, the amount of distributions
earned from the applicable class over time would have been smaller and the
cash payments from these classes for the periods noted would have come to
the amounts shown in column (A) for capital gain distributions, and the
amounts shown in column (B) for income dividends. Tax consequences of
different investments (with the exception of foreign tax withholdings) have
not been factored into the figures below.
              (A)             (B)         
 
              CAPITAL GAIN    INCOME      
 
FUND   COST   DISTRIBUTIONS   DIVIDENDS   
 
 
<TABLE>
<CAPTION>
<S>                                            <C>              <C>              <C>               
   Overseas-A                                     $    24,857      $    10,557        $      581   
 
   Equity Portfolio Growth-A                   25,863           11,083           772               
 
   Equity Portfolio Growth-Institutional       16,456           5,229            76                
 
   Global Resources-A                          16,797           5,296            514               
 
   Growth Opportunities-A                      28,518           8,432            3,848             
 
   Strategic Opportunities-A                   29,681           8,852            4,151             
 
   Strategic Opportunities-B                   23,178           3,191            5,609             
 
   Equity Income-A                             23,857           3,350            5,898             
 
   Equity Income-B                             24,205           3,350            6,055             
 
   Equity Income-Institutional                 18,033           2,105            4,086             
 
   Income & Growth-A                           10,750           248              479               
 
   Emerging Markets Income-A                   10,731           260              451               
 
   Emerging Markets Income-B                   23,956           467              8,089             
 
   High Yield-A                                25,541           490              8,447             
 
   High Yield-B                                10,093           0                93                
 
   Strategic Income-A                          10,084           0                84                
 
   Strategic Income-B                          17,342           333              5,038             
 
   Government Investment-A                     17,657           350              5,261             
 
   Government Investment-B                     23,973           230              8,552             
 
   Limited Term Bond-A                         24,573           241              8,938             
 
   Limited Term Bond-B                         24,933           241              9,089             
 
   Limited Term Bond-Institutional             17,505           0                5,582             
 
   Short Fixed-Income-A                        17,299           362              5,171             
 
   High Income Municipal-A                     17,588           380              5,384             
 
   High Income Municipal-B                     18,965           972              5,489             
 
   Limited Term Tax-Exempt-A                   19,339           1,020            5,724             
 
   Limited Term Tax-Exempt-B                   19,522           1,020            5,820             
 
   Limited Term Tax-Exempt-Institutional       10,258           0                255               
 
   Short-Intermediate Tax-Exempt-A                10,328                0            324           
 
</TABLE>
 
INTERNATIONAL INDICES, MARKET CAPITALIZATION, AND NATIONAL STOCK MARKET
RETURN. The following tables show the indexed market capitalization of
certain countries included in the Morgan Stanley Capital International
Indices (MSCI) database as of December 31, 1994 and the performance of
national stock markets as measured in U.S. dollars and in local currency by
the Morgan Stanley Capital International stock market indices for the
twelve months ended October 31, 1994. Of course, these results are not
indicative of future stock market performance or the classes' performance.
Market conditions during the periods measured fluctuated widely. Brokerage
commissions and other fees are not factored into the values of the indices.
MARKET CAPITALIZATION. Companies outside the United States now make up
nearly two-thirds of the world's stock market capitalization. According to
Morgan Stanley Capital International, the size of the markets as measured
in U.S. dollars grew from $2,011 billion in 1982 to $7,659 billion in
1994.The following table measures the indexed market capitalization of
certain countries according to the Morgan Stanley Capital International
Indices database. The value of the markets are measured in billions of U.S.
dollars as of December 31, 1994.
MSCI INDEX MARKET CAPITALIZATION
Australia   $125.10   Japan                $2,145.70   
 
Austria     18.00     Netherlands          167.90      
 
Belgium     49.30     Norway               19.90       
 
Canada      171.10    Singapore/Malaysia   175.00      
 
Denmark     35.30     Spain                74.30       
 
France      265.60    Sweden               76.10       
 
Germany     300.10    Switzerland          215.00      
 
Hong Kong   196.50    United Kingdom       731.00      
 
Italy       102.90    United States        2,784.70    
 
The following table measures the total market capitalization of certain
Latin American countries according to the MSCI Index database. The value of
the markets is measured in billions of U.S. dollars as of December 31,
1994.
MSCI INDEX MARKET CAPITALIZATION - LATIN AMERICA
Argentina             $ 23,742    
 
Brazil                 95,841     
 
Chile                  38,160     
 
Colombia               7,764      
 
Mexico                 70,281     
 
Venezuela              3,328      
 
                                  
 
Total Latin America   $ 239,116   
 
NATIONAL STOCK MARKET PERFORMANCE. Certain national stock markets have
outperformed the U.S. stock market. The first table below represents the
performance of national stock markets as measured in U.S. dollars by the
Morgan Stanley Capital International stock market indices for the twelve
months ended October 31, 1994. The second table shows the same performance
as measured in local currency. Each table measures total return based on
the period's change in price, dividends paid on stocks in the index, and
the effect of reinvesting dividends net of any applicable foreign taxes.
These are unmanaged indices composed of a sampling of selected companies
representing an approximation of the market structure of the designated
country.
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN U.S. DOLLARS
Australia     2.932%   Japan                  8.122%         
 
Austria       -5.91    Netherlands            14.089         
 
Belgium       13.47    Norway                 15.120         
 
Canada        1.173    Singapore/Malaysia     33.750/7.946   
 
Denmark       7.285    Spain                  -1.426         
 
France        2.592    Sweden                 19.165         
 
Germany       8.752    Switzerland            11.086         
 
Hong Kong     2.047    United Kingdom         7.843          
 
Italy         17.332   United States          1.679          
 
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN LOCAL CURRENCY
Australia     -2.232%   Japan                  -3.213%        
 
Austria       -15.340   Netherlands            2.517          
 
Belgium       -3.057    Norway                 3.208          
 
Canada        3.599     Singapore/Malaysia     23.794/7.963   
 
Denmark       -6.058    Spain                  -7.860         
 
France        -9.690    Sweden                 5.680          
 
Germany       -2.090    Switzerland            5.573          
 
Hong Kong     2.034     United Kingdom         -1.884         
 
Italy         11.405    United States          1.679          
 
The following table shows the average annualized stock market returns as of
October 31, 1994. 
STOCK MARKET PERFORMANCE MEASURED IN U.S. DOLLARS
           Five Years Ended        Ten Years Ended
      Germany            11.01%     18.19%         
 
      Hong Kong          31.98      30.82          
 
      Japan              -1.87      17.68          
 
      Spain              1.52       19.61          
 
      United Kingdom     12.81      18.64          
 
      United States      9.51       13.60          
 
Performance may be compared to the performance of other mutual funds in
general, or to the performance of particular types of mutual funds. These
comparisons may be expressed as mutual fund rankings prepared by Lipper
Analytical Services, Inc. (Lipper), an independent service located in
Summit, New Jersey that monitors the performance of mutual funds. Lipper
generally ranks funds on the basis of total return, assuming reinvestment
of distributions, but does not take sales charges or redemption fees into
consideration, and is prepared without regard to tax consequences. Lipper
may also rank bond funds based on yield. In addition to mutual fund
rankings, performance may be compared to stock, bond, and money market
mutual fund performance indices prepared by Lipper or other organizations.
When comparing these indices, it is important to remember the risk and
return characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility. Likewise, money market funds may
offer greater stability of principal, but generally do not offer the higher
potential returns available from stock mutual funds.
From time to time, performance may also be compared to other mutual funds
tracked by financial or business publications and periodicals. For example,
a class may quote Morningstar, Inc. in its advertising materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds
on the basis of risk-adjusted performance. Rankings that compare the
performance of Fidelity funds to one another in appropriate categories over
specific periods of time may also be quoted in advertising.
A class may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC-insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to assess savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the classes.
Performance comparisons may also be made to other compilations or indices
that may be developed and made available in the future.
Each class of a fixed-income fund may compare its performance or the
performance of securities in which that fixed-income fund may invest to
averages published by IBC USA (Publications), Inc. of Ashland,
Massachusetts. These averages assume reinvestment of distributions. The
Bond Fund Report Averages   TM    /All Taxable (Strategic Income,
Government Investment, Limited Term Bond, High Yield, Short-Fixed Income)
covers over 488 taxable bond funds    and     The Bond Fund Report
Averages   TM    /Municipal (Limited Term Tax-Exempt, High Income
Municipal, Short-Intermediate Tax-Exempt) covers over 433 tax-exempt bond
funds. The averages are reported in the BOND FUND REPORT(Registered
trademark). Each class of a fixed-income fund may    also     compare its
performance or the performance of securities in which it may invest to the
IBC/Donohgue's Money Fund Averages, reported in the MONEY FUND
REPORT(Registered trademark), which monitor the performance of money market
funds. When evaluating comparisons to money market funds, investors should
consider the relevant differences in investment objectives and policies.
Specifically, money market funds invest in short-term, high-quality
instruments and seek to maintain a stable $1.00 share price. A bond fund,
however, invests in longer-term instruments and its share price changes
daily in response to a variety of factors.
A tax-exempt fund may compare and contrast in advertising the relative
advantages of investing in a mutual fund versus an individual municipal
bond. Unlike tax-exempt mutual funds, individual municipal bonds offer a
stated rate of interest and, if held to maturity, repayment of principal.
Although some individual municipal bonds might offer a higher return, they
do not offer the reduced risk of a mutual fund that invests in many
different securities. The initial investment requirements and sales charges
of many tax-exempt mutual funds are lower than the purchase cost of
individual municipal bonds, which are generally issued in $5,000
denominations and are subject to direct brokerage costs.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
   model portfolios or allocations    ; and saving for college or other
goals. In addition, Fidelity may quote or reprint financial or business
publications or periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products.
Each fund may present its fund number, Quotron number and CUSIP number, and
discuss or quote its current portfolio manager.
   Each fund may be advertised as part of certain asset allocation programs
involving other Fidelity or non-Fidelity mutual funds. These asset
allocation programs may advertise a model portfolio and its performance
results.
Each fund may be advertised as part of a no transaction fee (NTF) program
in which Fidelity and non-Fidelity mutual funds are offered. A NTF program
may advertise performance results.    
VOLATILITY. Various measures of volatility and benchmark correlation may be
quoted in advertising. In addition, a fund may compare these measures to
those of other funds. Measures of volatility seek to compare a class'
historical share price fluctuations or total returns to those of a
benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, a fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate a class's price movements over specific
periods of time. Each point on the momentum indicator represents the
class's percentage change in price movements over that period. 
Examples of the effects of periodic investment plans, including the
principle of dollar cost averaging may be advertised. In such a program, an
investor invests a fixed dollar amount in a class at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of December 31, 1994, FMR advised over $25 billion in tax-free fund
assets, $55 billion in money market fund assets, $165 billion in equity
fund assets, and $19 billion in international fund assets. The funds may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The "equity funds
under management" figure represents the largest amount of equity fund
assets under management by a mutual fund investment adviser in the United
States, making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
In addition to performance rankings, each class of each    fixed-income    
fund may compare its total expense ratio to the average total expense ratio
of similar funds tracked by Lipper. A class's total expense ratio is a
significant factor in comparing bond and money market investments because
of its effect on yield.
ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION
CLASS A SHARES ONLY
Pursuant to Rule 22d-1 under the    1940 Act    , FDC exercises its right
to waive Class A'   s     maximum 4.75% (all funds except Short   
    Fixed   -    Income and Short-Intermediate Tax-Exempt) or 1.50%
(Short        Fixed   -    Income and Short-Intermediate Tax-Exempt)
front-end sales charge in connection with the 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 a bank trust officer, registered representative,
or other employee (and their immediate families) of Investment
Professionals under special arrangements in connection with FDC's sales
activities;
2. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or its direct or indirect subsidiaries (a Fidelity
Trustee or employee), the spouse of a Fidelity Trustee or employee, a
Fidelity Trustee or employee acting as custodian for a minor child, or a
person acting as trustee of a trust for the sole benefit of the minor child
of a Fidelity Trustee or employee;
3. to shares purchased by a charitable organization (as defined in Section
501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
4. to shares purchased for a charitable remainder trust or life income pool
established for the benefit of a charitable organization (as defined by
Section 501(c)(3) of the Internal Revenue Code);
   5    . to shares in a Fidelity IRA or Fidelity Advisor IRA account
purchased (including purchases by exchange) with the proceeds of a
distribution from an employee benefit plan having more than 200 eligible
employees or a minimum of $3,000,000 in plan assets invested in Fidelity
mutual funds or $1,000,000 invested in Fidelity Advisor mutual funds;
   6    . to shares purchased by an insurance company separate account used
to fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in ERISA)), which, in the
aggregate, have either more than 200 eligible employees or a minimum of
$1,000,000 in assets invested in Fidelity Advisor funds; 
   7    . to shares purchased by any state, county, city, or government
instrumentality, department or authority or agency; or
   8    . to shares purchased with redemption proceeds from other mutual
fund complexes on which the investor has paid a front-end or contingent
deferred sales charge;
   9. to shares purchased by a trust institution or bank trust department,
excluding assets described in (11) and (12) below, that has executed a
Participation Agreement with FDC specifying certain asset minimums and
qualifications, and marketing program restrictions. Assets managed by third
parties do not qualify for this waiver.
10. to shares purchased for use in a broker-dealer managed account program,
provided the broker-dealer has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver.
11. to shares purchased as part of an employee benefit plan having more
than (i) 200 eligible employees or a minimum or $1 million in plan assets
invested in the Advisor funds, or (ii) 25 eligible employees or $250,000 in
plan assets invested in Fidelity Advisor Funds that subscribes to Fidelity
Advisor Retirement Connection or similar program sponsored by Fidelity
Investments Institutional Services Company, Inc.    
12.    to shares purchased as part of an employee benefit plan through an
intermediary that has signed a participation agreement with FDC specifying
certain asset minimums and qualifications, and marketing, program and
trading restrictions.
 13. to shares purchased on a discretionary basis by a registered
investment adviser which is not part of an organization primarily engaged
in the brokerage business, that has executed a participation agreement with
FDC specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver.
In order to qualify for waivers (9), (10) and (13). eligible investors with
existing Class A accounts will be required to sign and comply with a
participation agreement. eligible investors that do not meet revised asset
requirements specified in the participation agreement will be allowed to
continue investing in Class A shares under the terms of their current
relationship until June 30, 1997, after which they will be prevented from
making new or subsequent purchases in Class A load waived, except that
employee benefit plans will be permitted to make additional purchases of
Class A shares load waived.    
CLASS B SHARES ONLY
The contingent deferred sales charge (CDSC) on Class B shares may be waived
in the case of (1) disability or death, provided that the redemption is
made within one year following the death or initial determination of
disability, or (2) in connection with a total or partial redemption made in
connection with distributions from retirement plan accounts at age 70 1/2,
which are permitted without penalty pursuant to    t    he Internal Revenue
Code.
A sales load waiver form must accompany these transactions.
CLASS A AND CLASS B SHARES ONLY
QUANTITY DISCOUNTS. To obtain a reduction of the front-end sales charge on
Class A shares, you or your Investment Professional must notify the
transfer agent at the time of purchase whenever a quantity discount is
applicable to your purchase. Upon such notification, you will receive the
lowest applicable front-end sales charge.
For purposes of qualifying for a reduction in front-end sales charges under
the Combined Purchase, Rights of Accumulation or Letter of Intent programs,
the following may qualify as an individual or a "company" as defined in
Section 2(a)(8) of the 1940 Act: an individual, spouse, and their children
under age 21 purchasing for his, her, or their own account; a trustee,
administrator or other fiduciary purchasing for a single trust estate or a
single fiduciary account or for a single or a parent-subsidiary group of
"employee benefits plans" (as defined in Section 3(3) of ERISA); and
tax-exempt organizations as defined under Section 501(c)(3) of the Internal
Revenue Code.
RIGHTS OF ACCUMULATION permit reduced front-end sales charges on any future
purchases of Class A shares after you have reached a new breakpoint in a
fund's sales charge schedule. The value of currently held Fidelity Advisor
Fund Class A and Class B shares, Initial Class shares and Class B shares of
Daily Money Fund: U.S. Treasury Portfolio   ,     and shares of Daily Money
Fund: Money Market Portfolio and Daily Tax-Exempt Money Fund acquired by
exchange from any Fidelity Advisor fund, is determined at the current day's
NAV at the close of business, and is added to the amount of your new
purchase valued at the current offering price to determine your reduced
front-end sales charge.
LETTER OF INTENT. You may obtain Class A shares at the same reduced
front-end sales charge by filing a non-binding Letter of Intent (the
Letter) within 90 days of the start of Class A purchases. Each Class A
investment you make after signing the Letter will be entitled to the
front-end sales charge applicable to the total investment indicated in the
Letter. For example, a $2,500 purchase of Class A shares toward a $50,000
Letter would receive the same reduced sales charge as if the $50,000
($1,000,000 for Short Fixed-Income or Short-Intermediate Tax-Exempt) had
been invested at one time. To ensure that the reduced front-end sales
charge will be received on future purchases, you or your Investment
Professional must inform the transfer agent that the Letter is in effect
each time Class A shares are purchased. Neither income nor capital gain
distributions taken in additional Class A or Class B shares will apply
toward the completion of the Letter.
Your initial investment must be at least 5% of the total amount you plan to
invest. Out of the initial purchase, 5% of the dollar amount specified in
the Letter will be registered in your name and held in escrow. The Class A
shares held in escrow cannot be redeemed or exchanged until the Letter is
satisfied or the additional sales charges have been paid. You will earn
income dividends and capital gain distributions on escrowed Class A shares.
The escrow will be released when your purchase of the total amount has been
completed. You are not obligated to complete the Letter
If you purchase more than the amount specified in the Letter and qualify
for a future front-end sales charge reduction, the front-end sales charge
will be adjusted to reflect your total purchase at the end of 13 months.
Surplus funds will be applied to the purchase of additional Class A shares
at the then   -    current offering price applicable to    the     total
purchase.
If you do not complete your purchase under the Letter within the 13-month
period, 30 days' written notice will be provided for you to pay the
increased front-end sales charges due. Otherwise, sufficient escrowed Class
A shares will be redeemed to pay such charges.
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM. You can make regular
investments in Class A or Class B shares of the funds with the Systematic
Investment Program by completing the appropriate section of the account
application and attaching a voided personal check with your bank's magnetic
ink coding number across the front. If your bank account is jointly owned,
be sure that all owners sign.
Your account will be drafted on or about the first business day of every
month. You may cancel your participation in the Systematic Investment
Program at any time without payment of a cancellation fee. You will receive
a confirmation from the transfer agent for every transaction, and a debit
entry will appear on your bank statement.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM. If you own Class A shares
worth $10,000 or more, you can have monthly, quarterly or semiannual checks
sent from your account to you, to a person named by you, or to your bank
checking account. Your Systematic Withdrawal Program payments are drawn
from Class A share redemptions. If Systematic Withdrawal Plan redemptions
exceed income dividends earned on your shares, your account eventually may
be exhausted. 
CLASS A, CLASS B, AND INSTITUTIONAL CLASS SHARES
Each fund is open for business and the NAV    and, where applicable, the
offering price,     for each class is calculated each day the New York
Stock Exchange (NYSE) is open for trading. The NYSE has designated the
following holiday closings for 1995: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day. Although FMR expects the same holiday schedule to be
observed in the future, the NYSE may modify its holiday schedule at any
time. Each class's NAV is calculated as of the close of the NYSE (normally
4:00 p.m. Eastern time). However, NAV may be calculated earlier if trading
on the NYSE is restricted or as permitted by the SEC. To the extent that
portfolio securities are traded in other markets on days when the NYSE is
closed, a class's NAV may be affected on days when investors do not have
access to the fund to purchase or redeem shares. In addition, trading in
some of a fund's portfolio securities may not occur on days when the fund
is open for business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the    p    rospectus, each fund has notified shareholders that it
reserves the right at any time, without prior notice, to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest effectively in accordance with its investment objective
and policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of each fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that a fund's income is derived from qualifying dividends. For any
fund that invests significantly in foreign securities, corporate
shareholders should not expect fund dividends to qualify for the
dividend   s    -received deduction   . F    or those funds that may also
earn other types of income, such as interest, income from securities loans,
non-qualifying dividends and short-term capital gains, the percentage of
dividends from the funds that qualify for the deduction will generally be
less than 100%. A fund will notify corporate shareholders annually of the
percentage of fund dividends which qualify for the dividends-received
deduction. A portion of a fund's dividends derived from certain U.S.
Government obligations may be exempt from state and local taxation. Gains
(losses) attributable to foreign currency fluctuations are generally
taxable as ordinary income and   ,     therefore   ,     will increase
(decrease) dividend distributions. As a consequence, FMR may adjust a
fund's income distributions to reflect the effect of currency fluctuations.
However, if foreign currency losses exceed a fund's net investment income
during a taxable year, all or a portion of the distributions made in the
same taxable year would be recharacterized as a return of capital to
shareholders, thereby reducing each shareholder's cost basis in his or her
fund. Short-term capital gains are distributed as dividend income.
For those funds whose income is primarily derived from interest, dividends
will not qualify for the dividends-received deduction available to
corporate shareholders. Mortgage security paydown gains (losses) are
generally taxable as ordinary income and, therefore, increase (decrease)
taxable dividend distributions. Gains (losses) attributable to foreign
currency fluctuations are generally taxable as ordinary income and
therefore will increase (decrease) dividend distributions. 
To the extent that a fund's income is designated as federally tax-exempt
interest, the daily dividends declared by the fund are also federally
tax-exempt. Short-term    capital     gains are distributed as dividend
income, but do not qualify for the dividends-received deduction. These
gains will be taxed as ordinary income. 
Each fund will send each of its shareholders a notice in January describing
the tax status of dividends and capital gain distributions, if any, for the
prior year.
Shareholders are required to report tax-exempt income on their federal tax
returns. Shareholders who earn other income, such as Social Security
benefits, may be subject to federal income tax on up to 85% of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
   E    ach    tax-exempt fund     purchases securities that are free of
federal income tax based on opinions of counsel regarding the tax status.
These opinions will generally be based on covenants by the issuers or other
parties regarding continuing compliance with federal tax requirements. If
at any time the covenants are not complied with, distribution to
shareholders of interest on a security could become federally taxable
retroactive to the date the security was issued. For certain types of
structured securities, opinions of counsel may also be based on the effect
of the structure on the federal tax treatment of the income   .    
As a result of The Tax Reform Act of 1986, interest on certain "private
activity" securities (referred to as "qualified bonds" in the Internal
Revenue Code) is subject to the federal alternative minimum tax (AMT),
although the interest continues to be excludable from gross income for
other tax purposes. Interest from private activity securities will be
considered tax-exempt for purposes of Limited Term Tax-Exempt's   ,    
Short-Intermediate Tax-Exempt's and High Income Municipal's policies of
investing so that 80% of each fund's net assets are invested in securities
whose interest is free from federal income tax. Interest from private
activity securities is a tax preference item for the purpose of determining
whether a taxpayer is subject to the AMT and the amount of AMT tax to be
paid, if any. Private activity securities issued after August 7, 1986 to
benefit a private or industrial user or to finance a private facility are
affected by this rule.
A portion of the gain on bonds purchased    with market     discount after
April 30, 1993 and short-term capital gains distributed by a fund are
federally taxable to shareholders as dividends, not as capital gains.
Dividend distributions resulting from a recharacterization of gain from the
sale of bonds purchased at a discount after April 30, 1993 are not
considered income for the purposes of Limited Term Tax-Exempt's   ,    
Short-Intermediate Tax-Exempt's and High Income Municipal's policies of
investing so that 80% of each fund's net assets are invested in securities
whose interest is free from federal income tax. 
Corporate investors should note that a tax preference item for purposes of
the corporate AMT is 75% of the amount by which adjusted current earnings
(which include tax-exempt interest) exceed the alternative minimum taxable
income of the corporation. If a shareholder receives an exempt interest
dividend and sells shares at a loss after holding them for a period of six
months or less, the loss will be disallowed to the extent of the amount of
the exempt-interest dividend.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by a fund on the
sale of securities and distributed to shareholders are federally taxable as
long-term capital gains   ,     regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of a fund, and such shares are held six
months or less and are sold at a loss, the portion of the loss equal to the
amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
each fund are taxable to shareholders as dividends, not as capital gains.
As of December 31, 1994, Strategic Opportunities had a capital loss
carry   forward aggregating     approximately $1,141,000   . This loss
carryforward, of which $1,141,000     will expire on December 31, 2002   ,
is available to offset future capital gains.    
As of October 31, 1994, Income & Growth had a capital loss    carryforward
aggregating     approximately $18,212,000   . This loss carryforward, of
    which    $18,212,000     will expire on October 31, 2002   , is
available to offset future capital gains    .
As of October 31, 1994, High Yield had a capital loss    carryforward
aggregating     approximately $9,447,000   . This loss carryforward, of
which $9,447,000     will expire on October 31, 2002   , is available to
offset future capital gains    .
As of October 31, 1994, Government Investment had a capital loss
   carryforward aggregating     approximately $4,569,000   . This loss
carryforward, of which $4,569,000     will expire on October 31, 2002   ,
is available to offset future capital gains    .
As of November 30, 1994, Limited Term Bond had a capital loss
   carryforward aggregating     approximately $6,852,000   . This loss
carryforward,     of which $5,673,000, $1,034,000, and $145,000 will expire
on November 30, 1998, 1999, and 2002, respectively   , is available to
offset future capital gains    .
As of October 31, 1994, Short Fixed-Income had a capital loss
   carryforward aggregating     approximately $18,238,000   . This loss
carryforward,     of which $1,000, $19,000, $128,000, $63,000, $286,000,
$38,000, $336,000, and $17,367,000 will expire between October 31, 1995 to
October 31, 2002   , is available to offset future capital gains    .
As of October 31, 1994, High Income Municipal had a capital loss
   carryforward aggregating     approximately $3,173,000   . This loss
carryforward, of     which    $3,173,000     will expire on October 31,
2002   , is available to offset future capital gains    .
As of November 30, 1994, Limited Term Tax-Exempt had a capital loss
   carryforward aggregating     approximately $627,000   . This loss
carryforward, of     which    $627,000     will expire on November 30,
2002   , is available to offset future capital gains    .
As of November 30, 1994, Short-Intermediate Tax-Exempt had a capital loss
   carryforward aggregating     approximately $8,000   . This loss
carryforward, of     which    $8,000     will expire on November 30,
2002   , is available to offset future capital gains    .
STATE AND LOCAL TAXES. For mutual funds organized as business trusts, state
law provides for a pass-through of the state and local income tax exemption
afforded to direct owners of U.S. government securities.  Some states limit
this pass-through to mutual funds that invest a certain amount in U.S.
government securities, and some types of securities, such as repurchase
agreements and some agency-backed securities, may not qualify for this
benefit. The tax treatment of your dividend distributions from a fund will
be the same as if you directly owned your proportionate share of the U.S.
government securities in each fund's portfolio. Because the income earned
on most U.S. government securities in which a fund invests is exempt from
state and local income taxes, the portion of your dividends from the fund
attributable to these securities will also be free from income taxes. The
exemption from state and local income taxation does not preclude states
from assessing other taxes on the ownership of U.S. government securities.
In a number of states, corporate franchise (income) tax laws do not exempt
interest earned on U.S. government securities, whether such securities are
held directly or through a fund.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of a fund's
total assets are invested in securities of foreign issuers, the fund may
elect to pass through foreign taxes paid and thereby allow shareholders to
take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUNDS. Each fund intends to qualify    each year     as a
"regulated investment company" for tax purposes, so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and realized capital gains within each calendar year as well as on a
fiscal year basis. Each fund also intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held for less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit a fund's investments
in such instruments.
If a fund purchases shares in certain foreign investment entities, defined
as passive foreign investment companies (PFICs   )     in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, a fund will
elect to mark   -    to   -    market any PFIC shares. Unrealized gains
will be recognized as income for tax purposes and must be distributed to
shareholders as dividends.
Each fund is treated as a separate entity from the other funds in its
Trust, if any, for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders of a fund may be subject to
state and local personal property taxes. Investors should consult their tax
advisers to determine whether a fund is suitable for their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. Through ownership of voting common stock and the execution of a
shareholders' voting agreement, Edward C. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
FIIOC, which performs shareholder servicing functions for institutional
customers and funds sold through intermediaries; and Fidelity Investments
Retail Marketing Company, which provides marketing services to various
companies within the Fidelity organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Board of Trustees 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 officers also serve in similar capacities for other
funds advised by FMR. Unless otherwise noted, the business address of each
Trustee and officer is 82 Devonshire Street, Boston, Massachusetts 02109,
which is also the address of FMR. Those Trustees who are "interested
persons" (as defined in the 1940 Act) by virtue of their affiliation with
either a fund or FMR, are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (65), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (54), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (63), 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
a consultant to Western Mining Corporation (1994). Prior to February 1994,
he was President of Greenhill Petroleum Corporation (petroleum exploration
and production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous waste,
1993) and CH2M Hill Companies (engineering). In addition, he served on the
Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), P.O. Box 264, Bridgehampton, NY, Trustee (1992).
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and    she     previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of the
President's Advisory Council of The University of Vermont School of
Business Administration.
RICHARD J. FLYNN (71), 77 Fiske Hill, Sturbridge, MA, Trustee, is a
financial consultant. Prior to September 1986, Mr. Flynn was Vice Chairman
and a Director of the Norton Company (manufacturer of industrial devices).
He is currently a Trustee of College of the Holy Cross and Old Sturbridge
Village, Inc.   , and he previously served as a Director of Mechanics Bank
(1971-1995).    
E. BRADLEY JONES (67), 3881-2 Lander Road, Chagrin Falls, OH, Trustee
(1990). Prior to his retirement in 1984, Mr. Jones was Chairman and Chief
Executive Officer of LTV Steel Company. He is a Director of TRW Inc.
(original equipment and replacement products), Cleveland-Cliffs Inc.
(mining), Consolidated Rail Corporation, Birmingham Steel Corporation, and
RPM, Inc. (manufacturer of chemical products, 1990)   , and he previously
served as a Director of NACCO Industries, Inc. (mining and marketing,
1985-1995) and Hyster-Yale Materials Handling, Inc.     In addition, he
serves as a Trustee of First Union Real Estate Investments, a Trustee and
member of the Executive Committee of the Cleveland Clinic Foundation, a
Trustee and member of the Executive Committee of University School
(Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (62), One Harborside, 680 Steamboat Road, Greenwich, CT,
Trustee, is Executive-in-Residence (1995) at Columbia University Graduate
School of Business and a financial consultant. From 1987 to January 1995,
Mr. Kirk was a Professor at Columbia University Graduate School of
Business. Prior to 1987, he was Chairman of the Financial Accounting
Standards Board. Mr. Kirk is a Director of General Re Corporation
(reinsurance) and    he previously served as a Director of     Valuation
Research Corp. (appraisals and valuations, 1993   -1995    ). In addition,
he serves as Vice Chairman of the Board of Directors of the National Arts
Stabilization Fund, Vice Chairman of the Board of Trustees of the Greenwich
Hospital Association, and as a Member of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice Section
(1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction). In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deerfield and Society for the
Preservation of New England Antiquities, and as an Overseer of the Museum
of Fine Arts of Boston (1990).
GERALD C. McDONOUGH (66), 135 Aspenwood Drive, Cleveland, OH, Trustee, is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration),
Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993). 
EDWARD H. MALONE (70), 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. He
is a Director of Allegheny Power Systems, Inc. (electric utility), General
Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN (62), 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS (66), 21st Floor, 191 Peachtree Street, N.E., Atlanta,
GA, Trustee, is President of The Wales Group, Inc. (management and
financial advisory services). Prior to retiring in 1987, Mr. Williams
served as Chairman of the Board of First Wachovia Corporation (bank holding
company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants, 1992).
WILLIAM J. HAYES (61), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
ROBERT H. MORRISON (55), Manager of Security Transactions of Fidelity's
equity funds, is Vice President of FMR.
ROBERT A. LAWRENCE (   42    ), Vice President (1994), is Vice President of
Fidelity's high income funds and Senior Vice President of FMR (1993). Prior
to joining FMR, Mr. Lawrence was Managing Director of the High Yield
Department for Citicorp (1984-1991).
MARGARET L. EAGLE (45), is Vice President of High Yield and an employee of
FMR.
DANIEL R. FRANK (38), is Vice President of Strategic Opportunities and an
employee of FMR.
MICHAEL    S.     GRAY (38), is Vice President of Limited Term Bond (1989)
and an employee of FMR.
ROBERT    E.     HABER (37), is Vice President of Income & Growth (1989)
and an employee of FMR.
ROBERT LAWRENCE (   42    ) is Vice President of Emerging Markets Income
(1995) and an employee of FMR.
MALCOLM W. MacNAUGHT II (61), is Vice President of Global Resources (1991)
and an employee of FMR.
ROBERT STANSKY (39), is Vice President of Equity Portfolio Growth (1991)
and of other funds advised by FMR, and an employee of FMR.
GEORGE A. VANDERHEIDEN (49), is Vice President of Growth Opportunities
(1990) and an employee of FMR.
GUY E. WICKWIRE (   48    ), is Vice President of High Income Municipal
(1994) and an employee of FMR.
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
STEPHEN P. JONAS (42), Treasurer (1995) is Treasurer and Vice President of
FMR (1993). Mr. Jonas is also Treasurer of FMR Texas Inc. (1994), Fidelity
Management & Research (U.K.) Inc. (1994), and Fidelity Management &
Research (Far East) Inc. (1994). Prior to becoming Treasurer of FMR, Mr.
Jonas was Senior Vice President, Finance - Fidelity Brokerage Services,
Inc. (1991-1992) and Senior Vice President, Strategic Business Systems -
Fidelity Investments Retail Marketing Company (1989-1991).
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994); Chief Financial
Officer of Fidelity Brokerage Services, Inc. (1990-1993); and Vice
President, Assistant Controller, and Director of the Accounting Department
- - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current Trustee of each fund for his or her services as trustee for
the 1994 fiscal year ended as indicated.
COMPENSATION TABLE
      Aggregate Compensation    
 
 
 
 
<TABLE>
<CAPTION>
<S>           <C>      <C>      <C>     <C>      <C>     <C>         <C>     <C>       <C>           <C>       <C>       <C>       
Fiscal 
Period Ended: J. Gary    Ralph F. Phyllis Richard  E.      Edward      Donald  Gerald C. Peter S.      Edward    Marvin  Thomas    
10/31 - *     Burkhe     Cox      Burke   J. Flynn Bradley C.          J. Kirk McDonoug  Lynch(dagger) H.        L.      R.        
11/30 - **    ad(dagger)          Davis            Jones   Johnson             h                       Malone    Mann    Williams   
12/31 - ***                                                3rd(dagger)                                                          
 
Overseas*     $ 0        $ 190    $ 187   $ 229    $ 185   $ 0         $ 187   $ 191     $ 0           $ 194     $ 187   $ 188     
 
Equity 
Portfolio     0          473      460     569      462     0           467     473       0             479       474       469      
Growth** 
 
Global 
Resources*    0          49       48      59       47      0           48      49        0             50        48        48       
 
Growth        0          1,467    1,446   1,766    1,432   0           1,448   1,480     0             1,501     1,447     1,453    
Opportunities*                                                                                                                      
                                    
 
Strategic     0          183      179     227      181     0           181     183       0             188       183       185      
Opportunities***                                                                                                                    
                                    
 
Equity Income
**            0          126      123     152      123     0           125     126       0             128       127       125      
 
Income & 
Growth*       0          1,201    1,185   1,447    1,173   0           1,186   1,213     0             1,230     1,186     1,191    
 
Emerging 
Markets       0          11       8       11       9       0           9       9         0             9         10        9        
Income***+                                                                                                                          
                                    
 
High Yield*   0          296      292     356      288     0           292     299       0             303       292       292      
 
Strategic 
Income***+    0          3        2       3        3       0           2       2         0             3         2         3        
 
Government    0          43       42      52       42      0           42      43        0             44        42        42       
Investment*                                                                                                                         
                                    
 
Limited Term 
Bond**        0          139      136     168      136     0           138     139       0             141       139       138      
 
Short Fixed-
Income*       0          400      395     481      391     0           396     405       0             410       395       396      
 
High Income   0          275      271     330      268     0           271     278       0             281       271       271      
Municipal*                                                                                                                          
                                    
 
Limited Term  0          34       33      41       33      0           33      34        0             34        34        33       
Tax-Exempt**                                                                                                                        
                                    
 
Short-
Intermediate  0          5        4       6        5       0           5       5         0             5         5         5        
Tax-Exempt**+                                                                                                                       
                                    
 
</TABLE>
 
+ Estimated
(dagger) Interested trustees of each fund are compensated by FMR
 
<TABLE>
<CAPTION>
<S>                                   <C>                  <C>                 <C>             
                                      Pension or           Estimated Annual    Total           
                                      Retirement           Benefits Upon       Compensation    
                                      Benefits Accrued     Retirement from     from the Fund   
                                      as part of Fund      the Fund            Complex*        
                                      Expenses from the    Complex*                            
                                      Fund Complex*                                            
 
   J. Gary Burkhead(dagger)              $ 0                  $ 0                 $ 0          
 
Ralph F. Cox                           5,200                52,000              125,000        
 
Phyllis Burke Davis                    5,200                52,000              122,000        
 
Richard J. Flynn                       0                    52,000              154,500        
 
   Edward C. Johnson 3d(dagger)           0                    0                   0           
 
E. Bradley Jones                       5,200                49,400              123,500        
 
Donald J. Kirk                         5,200                52,000              125,000        
 
   Peter S. Lynch(dagger)                 0                    0                   0           
 
Gerald C. McDonough                    5,200                52,000              125,000        
 
Edward H. Malone                       5,200                44,200              128,000        
 
Marvin L. Mann                         5,200                52,000              125,000        
 
Thomas R. Williams                     5,200                52,000              126,500        
 
</TABLE>
 
* Information is as of December 31, 1994 for 206 funds in the complex.
   (dagger) Interested trustees of each fund are compensated by FMR    
Under a retirement program that was adopted in July 1988   , the
non-interested     Trustees, upon reaching age 72, become eligible to
participate in a retirement program under which they receive payments
during their lifetime from a fund based on their basic trustee fees and
length of service. The obligation of a fund to make such payments    is    
not secured or funded. Trustees become eligible if, at the time of
retirement, they have served on the Board for at least five years.
Currently, Messrs. Ralph S. Saul, William R. Spaulding, Bertram H. Witham,
and David L. Yunich, all former non-interested Trustees, receive retirement
benefits under the program.
On January 31, 1995 the trustees and officers owned in the aggregate less
than 1% of each fund's outstanding shares.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund and all Trustees who are "interested
persons" of the Trust or of FMR, and all personnel of each fund or FMR
performing services relating to research, statistical, and investment
activities. 
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters and
other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
In addition to the management fee payable to FMR and the fees payable to
the transfer agent and the pricing and bookkeeping agent, each fund pays
all of its expenses, without limitation, that are not assumed by those
parties. Each fund pays for the typesetting, printing, and mailing of its
proxy materials to shareholders, legal expenses, and the fees of the
custodian, auditor and non-interested Trustees. Although each fund's
current management contract provides that each fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices and reports to shareholders, each Trust, on behalf of
each of its funds   ,     has entered into a revised transfer agent
agreement, pursuant to which the transfer agent bears the costs of
providing these services to existing shareholders. Other expenses paid by
each fund include interest, taxes, brokerage commissions, each fund's
proportionate share of insurance premiums and Investment Company Institute
dues, and the costs of registering shares under federal and state
securities laws. Each fund is also liable for such non-recurring expenses
as may arise, including costs of any litigation to which each fund may be a
party, and any obligation it may have to indemnify its officers and
Trustees with respect to litigation.
FMR is each fund's manager pursuant to management contracts approved by
shareholders on the dates shown in the table below. 
Fund    Date of Management Contract Date of Shareholder Approval
Overseas    1/1/93    12/1/92
Equity Portfolio Growth   12/1/90    11/14/90
Global Resources    12/   1    /   94        11/16/94
Growth Opportunities   1/1/95    12/14/94
Strategic Opportunities   11/29/90       9    /19/90
Equity Income    8/1/86    7/23/86
Income & Growth   1/1/95    12/14/94
Emerging Markets Income   1/20/94    2/10/94
High Yield    1/1/95    12/14/94
Strategic Income    9/16/94    10/14/94
Government Investment      1/1/95        1   2/14/94    
Limited Term Bond   1/1/95    12/14/94
Short Fixed   -    Income   1   /195        1   2/14/94    
High Income Municipal   12/   1/94        1   1/16/94    
Limited Term Tax-Exempt      7/1/95           6/14/95    
Short-Intermediate Tax-Exempt  1/1/9   5           6/14/95    
For the services of FMR under its contract, Equity Income pays FMR a
monthly management fee at the annual rate of .50% of its average net assets
throughout the month. For the fiscal years ended November 30, 1994, 1993,
and 1992, FMR received $1,392,206, $933,830 and $736,344, respectively.
For the services of FMR under each contract, Equity Portfolio Growth,
Global Resources, Income & Growth, Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Limited Term Bond, Short
Fixed-Income, High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt each pay FMR a monthly management fee
composed of the sum of two elements: a group fee rate and an individual
fund fee rate    (together, the basic fee rate)    .
For the services of FMR under each contract, Overseas, Growth
Opportunities, and Strategic Opportunities pay FMR a monthly management fee
composed of the sum of two elements: a basic fee and a performance
adjustment based on a comparison of Overseas   '     and Strategic
Opportunities' performance to that of the S&P 500    and Growth
Opportunities' performance to that of     EAFE
COMPUTING THE BASIC FEE. The basic fee rate for    each fund (except Equity
Income) is     composed of two elements: a group fee rate and an individual
fund fee rate. 
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown below on the left. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively applying the annualized rates on the left. For
example, the effective annual fee rate at $273 billion of group net assets
- - the approximate level for October 1994 - was 0.3191% for equity funds and
0.1561% for fixed   -    income funds, which is the weighted average of the
respective fee rates for each level of group net assets up $273 billion. 
FIXED-INCOME FUNDS
The following fee schedule is the current fee schedule for all fixed-income
funds.
  GROUP FEE RATE SCHEDULE      EFFECTIVE ANNUAL FEE RATES   
 
Average Group     Annualized   Group Net        Effective Annual Fee   
Assets            Rate         Assets           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                                                
 
228 - 264         .1300                                                
 
264 - 300         .1275                                                
 
300 - 336         .1250                                                
 
336 - 372         .1225                                                
 
       Over 372   .1200                                                
 
   This fee schedule has been approved by the shareholders of all the
fixed-income funds.    
EQUITY FUNDS
The following fee schedule is the current fee schedule for all equity funds
(except Equity Income).
  GROUP FEE RATE SCHEDULE      EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual Fee   
Assets          Rate         Assets      Rate                   
 
0 - $ 3 billion   .5200%    $ 0.5 billion   .5200%   
 
3 -    6          .4900     25              .4238    
 
6 -    9          .4600     50              .3823    
 
9 -   12          .4300     75              .3626    
 
12 -  15          .4000     100             .3512    
 
15 -  18          .3850     125             .3430    
 
18 -  21          .3700     150             .3371    
 
21 -  24          .3600     175             .3325    
 
24 -  30          .3500     200             .3284    
 
30 -  36          .3450     225             .3249    
 
36 -  42          .3400     250             .3219    
 
42 -  48          .3350     275             .3190    
 
48 -  66          .3250     300             .3163    
 
66 -  84          .3200     325             .3137    
 
84 -  102         .3150     350             .3113    
 
102 -  138        .3100     375             .3090    
 
138 -  174        .3050     400             .3067    
 
174 -  210        .3000                              
 
210 -  246        .2950                              
 
246 -  282        .2900                              
 
282 -  318        .2850                              
 
318 -  354        .2800                              
 
354 -  390        .2750                              
 
       Over 390   .2700                              
 
This fee schedule was approved by shareholders of all equity funds except
Overseas, Equity Portfolio Growth, Strategic Opportunities, and Equity
Income (see chart indicating date of management contract and date of
shareholder approval.)
Under the current management contracts for Overseas and Strategic
Opportunities', the group fee rate is based on a schedule with breakpoints
ending at .3000% for average group net assets in excess of $174 billion.   
Under the current management contract for Equity Portfolio Growth, the
group fee rate is based on a schedule with breakpoints ending at .3100% for
average group net assets in excess of $102 billion.    
The following fee schedule is the fee schedule which was in effect through
August 1, 1994, and was either approved by shareholders or voluntarily
adopted by FMR.
Group fee rate breakpoints shown for average group net assets in excess of
$138 billion and under $228 billion were voluntarily adopted by FMR, and
went into effect on January 1, 1992. Additional breakpoints for average
group net assets in excess of $228 billion were voluntarily adopted by FMR
on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints.
Each revised group fee rate schedule provides for lower management fee
rates as FMR's assets under management increase.
  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             .3253    
 
36 -  42          .3400     250             .3223    
 
42 -  48          .3350     275             .3198    
 
48 -  66          .3250     300             .3175    
 
66 -  84          .3200     325             .3153    
 
84 -  102         .3150     350             .3133    
 
102 -  138        .3100                              
 
138 -  174        .3050                              
 
174 -  228        .3000                              
 
228 -  282        .2950                              
 
282 -  336        .2900                              
 
       Over 336   .2850                              
 
The individual fund fee rates for each fund (except Equity Income) are set
forth in the following chart. Based on the average group net assets of the
funds advised by FMR for December 1994, the annual basic fee rate would be
calculated as follows:
 Group Fee Rate Individual Fund Fee Rate  Basic Fee Rate
Overseas .3193% + .45% = .7693%
Equity Portfolio Growth .3193% + .30%* = .6193%
Global Resources .3193% + .45% = .7693%
Growth Opportunities .3193% + .30% = .6193%
Strategic Opportunities .3193% + .30% = .6193%
Income & Growth .3193% + .20% = .5193%
Emerging Markets Income .1563% + .55% = .7063%
High Yield .1563% + .45% = .6063%
Strategic Income .1563% + .45% = .6063%
Government Investment .1563% + .30% = .4563%
Limited Term Bond .1563% + .30%** = .4563%
Short Fixed-Income .1563% + .30% = .4563%
High Income Municipal .1563% + .25% = .4063%
Limited Term Tax-Exempt .1563% + .25% = .4063%
Short-Intermediate Tax-Exempt .1563% + .25% = .4063%
* Effective August 1, 1994, FMR voluntarily agreed to reduce the individual
fund fee rate from 0.33% to 0.30%. If this reduction were not in effect
during fiscal 1994, the total management fee would have been 0.65%.
** On December 14, 1994, shareholders of the fund approved an increase for
the individual fund fee rate from 0.25% to 0.30% effective    January
1    , 1995.
One-twelfth (1/12) of this annual basic fee or management fee, as
applicable, rate is applied to each fund's net assets averaged for the most
recent month, giving a dollar amount, which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee for Strategic
Opportunities, Overseas, and Growth Opportunities is subject to upward or
downward adjustment, depending upon whether, and to what extent, the
investment performance of Strategic Opportunities, Overseas, and Growth
Opportunities' for the performance period exceeds, or is exceeded by, the
record of the S&P 500, EAFE, and S&P 500, respectively (the
Indices)   ,     over the same period. Starting with the twelfth month, the
performance adjustment takes effect. Each month subsequent to the twelfth
month, a new month is added to the performance period until the performance
period equals 36 months. Thereafter, the performance period consists of the
most recent month plus the previous 35 months. Each percentage point of
difference, calculated to the nearest 1.0% (up to a maximum difference of
+/- 10.00 ) is multiplied by a performance adjustment rate of .02%. Thus,
the maximum annualized adjustment rate is +/- .20%. For each fund,
investment performance will be measured separately for each class   
and     the least of the results obtained will be used in calculating the
performance adjustment to the management fee paid by the fund. This
performance comparison is made at the end of each month. One twelfth (1/12)
of this rate is then applied to each fund's average net assets for the
entire performance period, giving a dollar amount which will be added to
(or subtracted from) the basic fee.
Each class's performance is calculated based on change in net asset value.
For purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by each class are treated as if reinvested
in that class's shares at the net asset value as of the record date for
payment. The record of the each Index is based on change in value and is
adjusted for any cash distributions from the companies whose securities
compose the Index.
Because the adjustment to the basic fee is based on each class's
performance compared to the investment record of the applicable Index, the
controlling factor is not whether each class's performance is up or down
per se, but whether it is up or down more or less than the record of the
Index. Moreover, the comparative performance of each class is based solely
on the relevant performance period without regard to the cumulative
performance over a longer or shorter period of time.
The table below shows the management fees received by FMR for its services
as investment adviser to the funds as of the end of each fund's three most
recent fiscal years. The fees were equivalent to the percentage of the
average net assets of each fund, as indicated.
 
<TABLE>
<CAPTION>
                                          FISCAL YEAR                                                                       
                                          ENDED                                                        MANAGEMENT FEE AS    
                                                                                 PERFORMANCE   
       A PERCENTAGE OF      
                                                             MANAGEMENT FEE +           ADJUSTMENT     AVERAGE NET ASSETS   
 
<S>                                    <C>                   <C>                 <C>                   <C>                  
OVERSEAS                                  10/31                                                                             
 
1994                                                         $3,435,695          $133,032 (upward)     .80%                 
 
1993                                                         503,110             3,885 (downward)      .77                  
 
1992                                                         139,234             6,062 (downward)      .75                  
 
EQUITY PORTFOLIO GROWTH                   11/30                                                                             
 
1994                                                         6,567,305           N/A                   .64                  
 
1993                                                         2,646,631           N/A                   .66                  
 
1992                                                         860,709             N/A                   .67                  
 
GLOBAL RESOURCES                          10/31                                                                             
 
1994                                                         890,892             N/A                   .77                  
 
1993                                                         111,465             N/A                   .77                  
 
1992                                                         49,323              N/A                   .79                  
 
GROWTH OPPORTUNITIES                      10/31                                                                             
 
1994                                                         22,087,985          2,130,192 (upward)    .69                  
 
1993                                                         8,250,306           709,376 (upward)      .68                  
 
1992                                                         2,747,645           240,501 (upward)      .69                  
 
STRATEGIC OPPORTUNITIES +++               12/31                                                                             
 
10/1/94 - 12/31/94                                           682,856             37,843 (upward)       .67                  
                                                                                                       (annualize           
                                                                                                       d)                   
 
10/1/93 - 9/30/94                                            2,582,584           359,674 (upward)      .72                  
 
1993                                                         1,291,906           81,040 (upward)       .54                  
 
1992                                                         1,087,250           268,871 (downward)    .51                  
 
EQUITY INCOME                             11/30                                                                             
 
1994                                                         1,392,206           N/A                   .50                  
 
1993                                                         933,830             N/A                   .50                  
 
1992 ++++                                                    736,344             N/A                   .50                  
 
INCOME & GROWTH                           10/31                                                                             
 
1994                                                         13,325,884          N/A                   .52                  
 
1993                                                         4,578,813           N/A                   .53                  
 
1992                                                         1,291,531           N/A                   .53                  
 
EMERGING MARKETS INCOME                   12/31                                                                             
 
1994 ++                                                      122,088             N/A                   .70                  
 
HIGH YIELD                                11/30                                                                             
 
1994                                                         3,737,959           N/A                   .60                  
 
1993                                                         1,539,682           N/A                   .51                  
 
1992                                                         397,638             N/A                   .52                  
 
STRATEGIC INCOME                          12/31                                                                             
 
1994 ++                                                      10,348              N/A                   .60                  
 
GOVERNMENT INVESTMENT                     11/30                                                                             
 
1994                                                         422,255             N/A                   .46                  
 
1993                                                         186,973             N/A                   .46                  
 
1992                                                         78,107              N/A                   .47                  
 
LIMITED TERM BOND                         11/30                                                                             
 
1994                                                         1,180,785           N/A                   .41                  
 
1993                                                         818,426             N/A                   .42                  
 
1992                                                         963,611             N/A                   .42                  
 
SHORT FIXED   -    INCOME                 10/31                                                                             
 
1994                                                         $3,713,144          N/A                   .46%                 
 
1993                                                         1,674,841           N/A                   .47                  
 
1992                                                         368,993             N/A                   .47                  
 
HIGH INCOME MUNICIPAL                     11/30                                                                             
 
1994                                                         2,257,113           N/A                   .41                  
 
1993                                                         1,314,060           N/A                   .42                  
 
1992                                                         439,804             N/A                   .42                  
 
LIMITED TERM TAX-EXEMPT                   11/30                                                                             
 
1994                                                         286,027             N/A                   .41                  
 
1993                                                         156,087             N/A                   .42                  
 
1992                                                         268,825             N/A                   .42                  
 
SHORT   -    INTERMEDIATE TAX-EXEMPT      11/30                                                                             
 
1994++                                                       31,109              N/A                   .41                  
 
</TABLE>
 
+  Management fee includes performance adjustments for Overseas, Growth
Opportunities, and Strategic Opportunities.
++  Emerging Markets Income, Strategic Income, and
Short   -    Intermediate Tax-Exempt commenced operations on March 10,
1994, October 31, 1994, and March 16, 1994, respectively. Management fee
percentages for these funds are annualized.
+++ Strategic Opportunities' fiscal year end    changed     from September
30 to December 31    as of November 9, 1994    .
++++ Management fee does not include a voluntary reimbursement of 0.10% of
average net assets for the period December 1, 1991 to September 10, 1992.
   FMR may, from time to time, voluntarily reimburse all or a portion of a
class' operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses) above a specified percentage of
average net assets. FMR retains the ability to be repaid for these expense
reimbursements in the amount that expenses fall below the limit prior to
the end of the fiscal year. Expense reimbursement by FMR will increase each
class' total returns and yield and reimbursement by each class will lower
its total returns and yield.
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that each fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating each fund's expenses for purposes of this regulation, each
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its distribution plan expenses and
custodian fees attributable to investments in foreign securities.
    SUB-ADVISERS.    On behalf of Equity Portfolio Growth, Global
Resources, Growth Opportunities, Strategic Opportunities, Equity Income,
Income & Growth, High Yield, Limited Term Bond, and Short Fixed-Income, FMR
has entered into sub-advisory agreements with FMR U.K. and FMR Far East. On
behalf of Overseas, FMR has entered into sub-advisory agreements with FMR
U.K., FMR Far East, and FIIA. FIIA, in turn, has entered into a
sub-advisory agreement with FIIAL U.K. On behalf of Emerging Markets Income
and Strategic Income, FMR has entered into sub-advisory agreements with FMR
U.K., FMR Far East, FIJ, and FIIA. FIIA, in turn, has entered into a
sub-advisory agreement with FIIAL U.K. Pursuant to the sub-advisory
agreements, FMR may receive investment advice and research services outside
the United States from the sub-advisers.
On behalf of Global Resources, Growth Opportunities, Strategic Income,
Income & Growth, High Yield, Limited Term Bond, Emerging Markets Income,
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.
Currently, FMR U.K., FMR Far East, FIJ, FIIA, and FIIAL U.K. each focuses
on issuers in countries other than the United States such as those in
Europe, Asia, and the Pacific Basin. 
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. FIJ and FIIA are wholly owned subsidiaries of Fidelity
International Limited (FIL), a Bermuda company formed in 1968 which
primarily provides investment advisory services to non-U.S. investment
companies and institutional investors investing in securities throughout
the world. Edward C. Johnson 3d, Johnson family members, and various trusts
for the benefit of the Johnson family own, directly or indirectly, more
than 25% of the voting common stock of FIL. FIJ was organized in Japan in
1986. FIIA was organized in Bermuda in 1983. FIIAL U.K. was organized in
the United Kingdom in 1984, and is a wholly owned subsidiary of Fidelity
International Management Holdings Limited, an indirect wholly owned
subsidiary of FIL. 
Under the sub-advisory agreements, FMR pays the fees of FMR U.K., FMR Far
East, FIJ, and FIIA. FIIA, in turn, pays the fees of FIIAL U.K. For
providing non-discretionary investment advice and research services the
sub-advisers are compensated as follows:
FMR pays FMR U.K. and FMR Far East fees equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far East's costs incurred in connection
with providing investment advice and research services.
FMR pays FIIA and FIJ fees equal to 30% of FMR's monthly management fee
with respect to the average net assets held by the fund for which the
sub-adviser has provided FMR with investment advice and research
services.    
FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s costs incurred in
connection with providing investment advice and research services.
On behalf of Global Resources, Growth Opportunities, Income & Growth,
Emerging Markets Income, High Yield, Short Fixed-Income, and Limited Term
Bond, for providing discretionary investment management and executing
portfolio transactions, the sub-advisers are compensated as follows:
FMR pays FMR U.K., FMR Far East, FIJ, and FIIA a fee equal to 50% of its
monthly management fee (including any performance adjustment, if
applicable) with respect to the fund's average net assets managed by the
sub-adviser on a discretionary basis.
FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s costs incurred in
connection with providing discretionary investment management services.
The table below shows the fees paid by FMR to FMR U.K., FMR Far East, FIIA,
and FIJ, and by FIIA to FIIAL U.K. for providing investment advice and
research services with respect to certain of the funds for the fiscal
periods ended 1994, 1993, and 1992.
   The other funds paid no investment sub-advisory fees for the fiscal
periods ended 1992-1994.    
FEES PAID TO FOREIGN SUB-ADVISERS
 FUND FEES PAID BY FMR TO FMR U.K. FEES PAID BY FMR TO FMR FAR EAST 
 1994 1993 1992 1994 1993 1992
 
 
 
<TABLE>
<CAPTION>
<S>                               <C>                <C>                  <C>                  <C>       <C>                <C>     
            <C>                  
   Overseas                    $ 153,288     $ 14,363        $ 13,189         $ 174,129     $ 22,357        $ 16,736       
 
Equity Portfolio Growth         13,191        3,144           2,425            15,192        5,021           2,126        
 
Global Resources                2,598         N/A             N/A              2,932         N/A             N/A      
 
Growth Opportunities            67,818        N/A             N/A              82,741        N/A             N/A      
 
 Strategic Opportunities        7,794         N/A             N/A              7,712         N/A             N/A      
    (10/1/93 - 9/30/94)                                                                                             
 
Strategic Opportunities         7,352         4,560           88               7,701         11,267          117          
   (10/1/94 - 12/31/94)                                                                                                          
 
Equity Income                   12,197        4,669           5,237            13,970        7,199           6,544    
 
Income & Growth                 248,936       N/A             N/A              299,094       N/A             N/A      
 
TOTAL                          $ 513,174     $ 26,736        $ 20,939        $603,471      $ 45,844        $ 25,523           
 
</TABLE>
 
CONTRACTS WITH FMR AFFILIATES
State Street is transfer and shareholders' servicing agent for Class A
shares of the taxable funds. FIIOC is transfer and shareholders' servicing
agent for Class B and Institutional Class shares of the taxable funds. UMB
is the transfer and shareholders' servicing agent for Class A, Class B and
Institutional Class shares of the tax-exempt funds. On behalf of Class A
shares of the tax-exempt funds, UMB has entered into sub-arrangements with
State Street pursuant to which State Street performs as transfer and
shareholders' servicing agent. State Street has further delegated certain
transfer and shareholders' services for Class A shares of the tax-exempt
funds to FIIOC. On behalf of Class B    and Institutional Class     shares
of    the     tax-exempt funds, UMB has entered into sub-arrangements with
FIIOC pursuant to which FIIOC performs as transfer and shareholders'
servicing agent. For every account, Class A, Class B and Institutional
Class of each fund pay an annual fee and an asset-based fee based on
account size. The asset-based fees of the equity and growth and income
funds are subject to adjustment if the year-to-date total return of the
Standard & Poor's Composite Index of 500 Stocks is greater than positive or
negative 15%.
For accounts that State Street maintains on behalf of UMB, State Street
receives all such fees. For accounts that FIIOC maintains on behalf of UMB
or State Street, FIIOC receives all such fees. For accounts for which FIIOC
provides limited services, FIIOC receives a portion of related account fees
and asset-based fees, less applicable charges and expenses of State Street
for account maintenance and transactions.
State Street and FIIOC, as applicable, pay out-of-pocket expenses
associated with providing transfer agent services. In addition, FIIOC bears
the expense of typesetting, printing, and mailing prospectuses, statements
of additional information, and all other reports, notices, and statements
to shareholders, with the exception of proxy statements. 
FSC performs the calculations necessary to determine NAV and dividends for
Class A, Class B, and Institutional Class of each taxable fund, maintains
each taxable fund's accounting records and administers each taxable fund's
securities lending program. UMB has sub-arrangements with FSC pursuant to
which FSC performs the calculations necessary to determine the NAV and
dividends for the Class A, Class B, and Institutional Class of each
tax-exempt fund, and maintains the accounting records for each tax-exempt
fund. The fee rates for pricing and bookkeeping services are based on each
fund's average net assets, specifically, 0.06%    (equity funds) or 0.04%
(bond funds)     for the first $500 million of average net assets and
0.03%    (equity funds) or 0.02% (bond funds)     for average net assets in
excess of $500 million. The fee is limited to a minimum of $45,000 and a
maximum of $750,000 per year. Pricing and bookkeeping fees, including
related out-of-pocket expenses, paid by the funds for the past three fiscal
years were as follows:
 
<TABLE>
<CAPTION>
<S>                                            <C>          <C>                   <C>                   
FUND                                           1994         1993                  1992                  
 
                                                                                                        
 
Overseas                                        $ 251,241    $ 57,711              $ 48,617             
 
Equity Portfolio Growth                         $ 461,039    $ 234,813             $ 79,601             
 
Global Resources                                $ 73,164     $ 45,425              $ 46,390             
 
Growth Opportunities                            $ 758,343    $ 513,950             $ 236,689            
 
Strategic Opportunities (10/1/94 - 12/31/94)    $ 61,356     $ 145,494             $ 129,183            
 
Strategic Opportunities (10/1/93 - 9/30/94)     $ 215,648                   N/A                   N/A   
 
Equity Income                                   $ 168,364    $ 113,026             $ 91,899             
 
Income & Growth                                 $ 750,743    $ 410,561             $ 148,775            
 
Emerging Markets Income                         $ 36,412*                 N/A                   N/A     
 
High Yield                                      $ 223,567    $ 121,204             $ 46,036             
 
Strategic Income                                $ 7,500*                  N/A                   N/A     
 
Government Investment                           $ 46,218     $ 46,457              $ 45,676             
 
Limited Term Bond                               $ 118,125    $ 81,106              $ 97,683             
 
Short Fixed-Income                              $ 264,455    $ 143,813             $ 47,624             
 
High Income Municipal                           $ 220,222    $ 157,559             $ 65,541             
 
Limited Term Tax-Exempt                         $ 48,062     $ 45,724              $ 59,094             
 
Short-Intermediate Tax-Exempt                   $ 31,953*                   N/A                   N/A   
 
</TABLE>
 
* Emerging Markets Income, Strategic Income, and Short   -    Intermediate
Tax-Exempt commenced operations on March 10, 1994, October 31, 1994, and
March 16, 1994, respectively.
FSC also receives fees for administering Limited Term Bond's securities
lending program. Securities lending fees are based on the number and
duration of individual securities loans. For the fiscal years ended 1994,
1993, and 1992, Limited Term Bond incurred securities lending fees of $0,
$0, and $25, respectively. 
For the tax-exempt funds, the transfer agent fees and charges, and pricing
and bookkeeping fees described above are paid to FIIOC and FSC,
respectively, by UMB, which is entitled to reimbursement from the fund for
these expenses.
Each fund has a    d    istribution    a    greement with FDC, a
Massachusetts corporation organized    on     July 18, 1960. FDC is a
broker-dealer registered under the Securities Exchange Act of 1934 and
   is     a member of the National Association of Securities Dealers, Inc.
The distribution agreement   s     call for FDC to use all reasonable
efforts, consistent with its other business, to secure purchasers for
shares of    e    a   ch     fund, which are continuously offered.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FDC.    The table below shows the sales charge
revenue paid to FDC, and retained by FDC, for the following fiscal
periods.    
 
 
 
<TABLE>
<CAPTION>
                                               SALES CHARGE REVENUE                       CDSC REVENUE                             
 
                       FISCAL YEAR             AMOUNT PAID TO   AMOUNT RETAINED           AMOUNT PAID           AMOUNT             
                       ENDED                   FDC                 BY FDC                  TO FDC                RETAINED BY        
                                                                                                                 FDC                
 
<S>                 <C>                     <C>                  <C>                   <C>                   <C>                   
   OVERSEAS            Oct. 31, 1994           $  9,596,831      $ 1,436,765               $     N/A             $     N/A          
 
                       1993                     3,895,423        567,983                   N/A                   N/A                
 
                       1992                     176,786          25,976                    N/A                   N/A                
 
   EQUITY PORTFOLIO 
GROWTH                 Nov. 30, 1994            9,353,000        1,397,000                 N/A                   N/A                
 
                       1993                     10,102,208       1,523,036                 N/A                   N/A                
 
                       1992                     393,717          59,902                    N/A                   N/A                
 
   GLOBAL 
RESOURCES              Oct. 31, 1994            3,854,629        567,671                   N/A                   N/A                
 
                       1993                     890,154          130,927                   N/A                   N/A                
 
                       1992                     81,257           13,361                    N/A                   N/A                
 
   GROWTH 
OPPORTUNITIES          Oct. 31, 1994            47,564,000       7,108,000                 N/A                   N/A                
 
                       1993                     27,663,060       4,141,156                 N/A                   N/A                
 
                       1992                     10,628,462       1,504,730                 N/A                   N/A                
 
   STRATEGIC 
OPPORTUNITIES          Dec. 31, 1994            553,970*         231,911                   12,307                12,307             
 
                                                2,986,131**      447,011                   409                   409                
 
                       Sept. 30, 1993           1,299,291        196,365                   N/A                   N/A                
 
                       1992                     438,508          49,558                    N/A                   N/A                
 
   INCOME & 
GROWTH                 Oct. 31, 1994            37,018,000       6,291,000                 N/A                   N/A                
 
                       1993                     28,877,882       4,215,606                 N/A                   N/A                
 
                       1992                     7,728,127        1,103,118                 N/A                   N/A                
 
   EMERGING 
MARKETS INCOME         Dec. 31, 1994            406,046          59,134                    2,877                 2,877              
 
                       1993                     N/A              N/A                       N/A                   N/A                
 
                       1992                     N/A              N/A                       N/A                   N/A                
 
   HIGH YIELD          Oct. 31, 1994            8,980,127        1,342,482                 15,765                15,765             
 
                       1993                     10,465,950       1,524,348                 N/A                   N/A                
 
                       1992                     3,752,490        352,707                   N/A                   N/A                
 
   STRATEGIC 
INCOME                 Dec. 31, 1994            197,904          0                         9,542                 9,542              
 
                       1993                     N/A              N/A                       N/A                   N/A                
 
                       1992                     N/A              N/A                       N/A                   N/A                
 
   GOVERNMENT 
INVESTMENT             Oct. 31, 1994            996,242          168,939                   978                   978                
 
                       1993                     993,386          145,628                   N/A                   N/A                
 
                       1992                     398,144          42,904                    N/A                   N/A                
 
   SHORT 
FIXED-INCOME           Oct. 31, 1994            4,396,909        877,639                   N/A                   N/A                
 
                      1993                     5,308,796         968,759                   N/A                   N/A                
 
                       1992                     2,084,097        269,245                   N/A                   N/A                
 
   HIGH INCOME 
MUNICIPAL              Oct. 31, 1994            6,327,614        1,038,989                 0                     0                  
 
                       1993                     9,918,856        1,417,733                 N/A                   N/A                
 
                       1992                     3,334,908        286,876                   N/A                   N/A                
 
   SHORT 
INTERMEDIATE           Nov. 30, 1994            122,128          13,369                    N/A                   N/A                
   TAX-EXEMPT                                                    
 
                       1993                     N/A              N/A                       N/A                   N/A                
 
                       1992                     N/A              N/A                       N/A                   N/A                
 
   EQUITY INCOME       Nov. 30, 1994            2,450,544        352,678                   30,093                30,093             
 
                       1993                     792,962          117,757                   N/A                   N/A                
 
                       1992                     18,875           1,069                     N/A                   N/A                
 
   LIMITED TERM 
BOND                   Nov. 30, 1994            1,598,883        237,647                   1,279                 1,279              
 
                       1993                     1,436,859        210,713                   N/A                   N/A                
 
                       1992                     55,144           10,346                    N/A                   N/A                
 
   LIMITED TERM 
TAX-EXEMPT             Nov. 30, 1994            635,031          96,813                    0                     0                  
 
                       1993                     669,395          97,441                    N/A                   N/A                
 
                       1992                     9,846            3,808                     N/A                   N/A                
 
</TABLE>
 
   * For the fiscal period October 1, 1994 through December 31, 1994.
** For the fiscal period October 1, 1993 through September 30, 1994.    
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved Distribution and Service Plans on behalf of each
class of shares of the funds (the Plans) pursuant to Rule 12b-1 under the
1940 Act (the Rule). The Rule provides in substance that a mutual fund may
not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of a fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow Class A, Class B, and
Institutional Class shares of each fund and FMR to incur certain expenses
that might be considered to constitute direct or indirect payment by the
funds of distribution expenses.
Pursuant to the Class A Plans, FDC is paid a distribution fee as a
percentage of Class A's average net assets at an annual rate of up to 0.75%
for Equity Portfolio Growth and Strategic Opportunities; up to 0.40% for
each of Emerging Markets Income, High Yield, Strategic Income, Limited Term
Bond,    Government Investment,     High Income Municipal, and Limited Term
Tax-Exempt; up to 0.65% for each of Overseas, Growth Opportunities, Global
Resources, Equity Income, and Income & Growth; and up to 0.15% for Short
Fixed-Income and Short-Intermediate Tax-Exempt. 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 0.75% for each fund with Class B shares.
For the purpose of calculating the distribution fees, average net assets
are determined as of the close of business on each day throughout the
month, but excluding assets attributable to Class A shares of Equity
Portfolio Growth, Equity Income, Emerging Markets Income, Strategic Income,
Strategic Opportunities, Short-Intermediate Tax-Exempt, Limited Term
Tax-Exempt, and Overseas purchased more than 144 months prior to such day.
Currently, the Trustees have approved a distribution fee for Class A of
Equity Portfolio Growth and Strategic Opportunities at an annual rate of
0.65%; and for Class A of Emerging Markets Income, Government Investment,
High Yield, High Income Municipal, Limited Term Bond, Limited Term
Tax-Exempt, and Strategic Income at an annual rate of 0.25%. This fee may
be increased only when, in the opinion of the Trustees, it is in the best
interests of the shareholders of Class A 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 as of the close of business on
each day throughout the month for personal service and/or the maintenance
of shareholder accounts.
The tables below show the distribution fees paid for Class A shares for the
fiscal years ended 1994, 1993, and 1992, and for Class B shares for the
fiscal periods ended 1994. (Class B shares commenced operations on June 30,
1994.) 
CLASS A DISTRIBUTION FEES
 1992 1993 1994
 
 
 
<TABLE>
<CAPTION>
<S>                       
<C>            <C>        <C>          <C>             <C>        <C>         <C>               <C>             <C>                 
Paid to                                Paid to                                 Paid to                                          
Investment                             Investment                              Investment                                        
Professionals   Retained               Professionals    Retained                Professionals    Retained                           
                By FDC     Total Fees                   by FDC     Total Fees                    by FDC         Total Fees          
         FUND                                                     
 
 
Overseas                  
   $  93,132   $ 27,492   $ 120,624    $ 325,181       $  97,554   $ 422,735    $2,139,864      $ 641,958       $    2,781,822
 
Equity Portfolio Growth   
9,477          2,843      12,320       258,713         883,141     1,141,854    3,312,525       999,987         4,312,512           
 
Global Resources          
31,323         9,198      40,521       69,457          23,643      93,100       577,607         173,281         750,888             
 
Growth Opportunities      
2,004,271      559,131    2,563,402    5,996,770       1,799,030   7,795,800    16,056,714      4,817,016       20,873,730          
 
Strategic Opportunities   
993,375        273,263    1,266,638    1,092,965       330,491     1,423,456    470,225         141,067         611,292             
 
Equity Income             
614            136        750          94,623          28,435      123,058      441,208         132,362         573,570             
 
Income & Growth           
1,252,622      314,506    1,567,128    4,330,092       1,299,026   5,629,118    13,406,000      3,203,000       16,609,000          
 
Emerging Markets Income   
N/A            N/A        N/A          N/A             N/A         N/A          31,604          8,331           39,935              
 
High Yield                
190,342        0          190,342      745,985         0           745,985      1,526,214       0               1,526,214           
 
Strategic Income          
N/A            N/A        N/A          N/A             N/A         N/A          1,626           488             2,144               
 
Government Investment     
41,048         0          41,048       101,981         0           101,981      227,532         0               227,532             
 
Limited Term Bond         
549            0          549          56,220          0           56,220       264,949         0               264,949             
 
Short Fixed-Income        
117,265        0          117,265      538,933         0           538,933      1,212,008       0               1,212,008           
 
High Income Municipal     
41,048         0          41,048       101,981         0           101,981      1,374,438       0               1,374,438           
 
   Limited Term Tax-   
Exempt                    

    
   576         0          576          38,552          0           38,552       138,512         0                   138,512
 
Short-Intermediate 
Tax-Exempt                
   N/A         N/A        N/A          N/A            N/A          N/A          11,446          0                   11,446       
 
</TABLE>
 
CLASS B DISTRIBUTION FEES   
    1994
FUND                       SHAREHOLDER   RETAINED    TOTAL FEES   
                           SERVICE       BY FDC                   
                           FEES                                   
 
                                                                  
 
Strategic Opportunities     $ 7,964       $ 23,892    $ 31,856    
 
Equity Income                16,215        54,580      70,795     
 
Emerging Markets Income      3,215         9,771       12,986     
 
High Yield                   7,052         21,157      28,209     
 
Strategic Income             2,155         6,465       8,620      
 
Government Investment        817           2,449       3,266      
 
Limited Term Bond            1,689         5,070       6,759      
 
High Income Municipal        3,238         9,713       12,951     
 
Limited Term Tax-Exempt      965           2,893       3,858      
 
Under each Plan, if the payment of management fees by the funds to FMR is
deemed to be indirect financing by the funds of the distribution of their
shares, such payment is authorized by the Plans. Each Plan also
specifically recognizes that FMR, either directly or through FDC, may use
its management fee revenue, past profits, or other resources, without
limitation, to pay promotional and administrative expenses in connection
with the offer and sale of shares of the applicable class of each fund. In
addition, each Plan provides that FMR may use its resources, including its
management fee revenues, to make payments to third parties that assist in
selling shares of the applicable class of each fund or to third parties,
including banks that render shareholder support services. 
   No third party payments were made by FMR in fiscal 1994, 1993, and 1992
under the Institutional Class Plan on behalf of the funds, and the Trustees
have not authorized such payments to date for any funds except
Institutional Class of Limited Term Bond, Equity Income, and Equity
Portfolio Growth.    
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of each Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the applicable class and its shareholders. In particular, the Trustees
noted that the Institutional Class Plans do not authorize payments by the
Institutional Class of each fund other than those made to FMR under its
management contract with the fund. To the extent that each Plan gives FMR
and FDC greater flexibility in connection with the distribution of shares
of the applicable class of each fund, additional sales of fund shares may
result. Furthermore, certain shareholder support services may be provided
more effectively under the Plans by local entities with whom shareholders
have other relationships.
The Class A and Class B Plans do not provide for specific payments by the
applicable class of any of the expenses of FDC, or obligate FDC or FMR to
perform any specific type or level of distribution activities or incur any
specific level of expense in connection with distribution activities. After
payments by FDC for advertising, marketing and distribution, and payments
to third parties, the amounts remaining, if any, may be used as FDC may
elect. 
The Plans were approved by the shareholders of each class on the dates
shown in the table below: 
 
<TABLE>
<CAPTION>
<S>                             <C>                            <C>                      <C>               
                                DATE OF SHAREHOLDER APPROVAL                                              
 
FUND                            CLASS A                        CLASS B                  INSTITUTIONAL     
 
Overseas                        10/90                          0   6    /26/94             06/26/95       
 
Equity Portfolio Growth            0    9/25/86                   N/A                   09/25/86          
 
Global Resources                12/01/94                          06/26/95                 06/26/95       
 
Growth Opportunities               0    1/   0    1/95         N/A                         06/26/95       
 
Strategic Opportunities            0    8/25/87                0   6    /26/94             06/26/95       
 
Equity Income                      0    7/23/86                0   6    /26/94          07/23/86          
 
Income & Growth                    0    1/   0    1/95            N/A                      06/26/95       
 
Emerging Markets Income            0    2/10/94                   05/26/95                 06/26/95       
 
High Yield                         0    1/   0    1/95            0    1/   0    1/95      06/26/95       
 
Strategic Income                10/14/94                       10/14/94                    06/26/95       
 
Government Investment              0    1/   0    1/95            0    1/   0    1/95   12/23/87          
 
Limited Term Bond                  0    1/   0    1/95            0    1/   0    1/95   12/23/87          
 
Short Fixed   -    Income          0    1/   0    1/95            N/A                      06/26/95       
 
High Income Municipal           12/   0    1/94                12/   0    1/94             06/26/95       
 
Limited Term Tax-Exempt            07/01/95                       06    /26/94          10/21/87          
 
Short-Intermediate Tax-Exempt      07/01/95                       N/A                      06/26/95       
 
</TABLE>
 
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law. 
Each fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plans.
No preference for the instruments of such depository institutions will be
shown in the selection of investments.
DESCRIPTION OF THE TRUSTS
TRUST ORGANIZATION. Equity Portfolio Growth is a    fund     of Fidelity
Advisor Series I, an open-end management investment company organized as a
Massachusetts business trust by a Declaration of Trust dated June 24, 1983,
as amended and restated July 18, 1991, and as supplemented April 15, 1993.
On July 18, 1991, the name was changed from Equity Portfolio Growth to
Fidelity Broad Street Trust. On April 15, 1993, its name was changed by an
amendment to the Declaration of Trust from Fidelity Broad Street Trust: 
Growth to Fidelity Advisor Series I. 
Short        Fixed   -    Income Fund, Government Investment Fund, High
Yield Fund, Growth Opportunities Fund, and Income & Growth Fund are
   fund    s of Fidelity Advisor Series II, an open-end management
investment company organized as a Massachusetts business trust by a
Declaration of Trust dated April 24, 1986. On April 7, 1993, the Board of
Trustees voted to change the name of the Trust from Fidelity Diversified
Trust to Fidelity Advisor Series II.
Equity Income Fund is a    fund     of Fidelity Advisor Series III, an
open-end management investment company organized as a Massachusetts
business trust by a Declaration of Trust dated May 17, 1982. On January 29,
1986, the name was changed from Equity Portfolio: Income to Fidelity
Franklin Street Trust. On April 15, 1993 the Trust's name was again changed
to Fidelity Advisor Series III. 
Limited Term Bond Fund is a    fund     of Fidelity Advisor Series IV, an
open-end management investment company organized as a Massachusetts
business trust by a Declaration of Trust dated May 6, 1983. On January 29,
1992 the name of the Trust was changed from Income Portfolios to Fidelity
Income Trust, and on April 15, 1993, the Board of Trustees voted to change
the Trust's name to Fidelity Advisor Series IV.    An amended and restated
Declaration of Trust, dated March 16, 1995, was filed on April 12,
1995.    
Global Resources Fund and High Income Municipal Fund are    fund    s of
Fidelity Advisor Series V, an open-end management investment company
organized as a Massachusetts business trust by a Declaration of Trust dated
April 23, 1986, as amended and restated July 18, 1991, and as supplemented
April 15, 1993. On July 18, 1991, the Board of Trustees voted to change the
name of the Trust from Plymouth Investment Series to Fidelity Investment
Series, and on April 15, 1993, the Board voted to change the Trust's name
to Fidelity Advisor Series V. An amended and restated Declaration of Trust
dated March 16, 1995 was filed on    April 12, 1995    .
Short-Intermediate Tax-Exempt Fund and Limited Term Tax-Exempt Fund are
   fund    s of Fidelity Advisor Series VI, an open-end management
investment company organized as a Massachusetts business trust by a
Declaration of Trust dated June 1, 1983, as amended and restated May 5,
1993. On January 29, 1992, the name of the Trust was changed from
Tax-Exempt Funds to Fidelity Oliver Street Trust and on April 15, 1993 the
Board of Trustees voted to change the name of the Trust to Fidelity Advisor
Series VI. 
Overseas Fund is a    fund     of Fidelity Advisor Series VII, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated March 21, 1980 as amended and restated July
18, 1991 and as supplemented April 15, 1993. On July 18, 1991, the Board of
Trustees voted to change the name of the Trust from Plymouth Securities
Trust to Fidelity Securities Trust, and on April 15, 1993 the Board of
Trustees voted to change the name of the Trust to Advisor Series VII.
Strategic Opportunities Fund, Strategic Income Fund, and Emerging Markets
Income Fund are    fund    s of Fidelity Advisor Series VIII, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated September 23, 1983, as amended and restated
October 1, 1986 and as supplemented November 29, 1990. On April 15, 1993
the name of the Trust was changed from Fidelity Special Situations Fund to
Fidelity Advisor Series VIII.
Each Declaration of Trust permits the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to a fund, the
right of the Trust or fund to use the identifying name "Fidelity" may be
withdrawn.
The assets of a Trust received for the issue or sale of shares of each fund
and all income, earnings, profits, and proceeds thereof, subject only to
the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the Trust. Expenses with respect to the Trust are to be
allocated in proportion to the asset value of the respective fund, except
where allocations of direct expense can otherwise be fairly made. The
officers of the Trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the Trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. Each Trust is an entity of the type
commonly known as "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the Trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
Trust or the Trustees include a provision limiting the obligations created
thereby to the Trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholders held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which the fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for neglect or wrongdoing,
but nothing in the Declaration of Trust protects Trustees against any
liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties in the conduct of their office. Claims asserted against one class of
shares may subject the shareholders of any other class to certain
liabilities.
VOTING RIGHTS. A fund's capital consists of shares of beneficial interest.
The shares have no preemptive rights, and Class A and Institutional 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
Global Resources, Growth Opportunities, Equity Income, Income & Growth,
High Yield, High Income Municipal, Government Investment, Limited Term
Bond, Limited Term Tax-Exempt, Short Fixed-Income, and Short-Intermediate
Tax-Exempt 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 meeting of the
Trust, the purpose of voting on removal of one or more Trustees. The Trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the outstanding shares of the funds of Advisor Series I, III,
VI, VII, and VIII, or, as determined by the current value of each
shareholder's investment in the funds of Advisor Series II, IV, and V. If
not so terminated, the Trust and funds will continue indefinitely. Global
Resources,    Growth Opportunities, Income & Growth, Emerging Markets
Income,     Strategic Opportunities, High Yield,    Strategic Income,
    Government Investment, Limited Term Bond, Short Fixed-Income, High
Income Municipal   , and Limited Term Tax-Exempt     may invest all of
their assets in another investment company.
   As of April 30, 1995, the following owned of record or beneficially more
than 5% of the outstanding shares of the classes of the following Fidelity
Advisor funds: 
EQUITY INCOME - INSTITUTIONAL CLASS: First National Bank of Ohio, Akron, OH
(18.99%); First National Bank, Gainesville, Gainesville, GA (9.25%);
Financial Advisor Services, San Francisco, CA (7.54%); First Interstate
Bank of Washington, Seattle, WA (5.34%).
EQUITY INCOME - CLASS A: Smith, Barney, Lehman, New York, NY (7.75%); Royal
Alliance Associates Inc., Birmingham, AL (5.35%). 
EQUITY INCOME - CLASS B: Smith, Barney, Lehman, New York, NY (7.37%);
Donaldson, Lufkin & Jenrette, New York, NY (6.19%); NFSC, New York, NY
(5.19%); Merrill, Lynch, Pierce, Fenner & Smith, Jacksonville, FL (5.12%).
EQUITY PORTFOLIO GROWTH - INSTITUTIONAL CLASS: Integra Financial
Corporation, Pittsburgh, PA (6.33%).
EQUITY PORTFOLIO GROWTH - CLASS A: Cigna Securities, Hartford, CT (9.13%);
Smith, Barney, Lehman, New York, NY (7.18%); Merrill, Lynch, Pierce, Fenner
& Smith, Jacksonville, FL (6.60%).
LIMITED TERM BOND - INSTITUTIONAL CLASS: First National Bank of Ohio,
Akron, OH (13.07%); Amivest Corporation, New York, NY (7.46%); Hawkeye Bank
& Trust, Des Moines, IA (7.35%); First National Bank of Commerce, New
Orleans, LA (7.26%); Homeland Bank, N.A., Waterloo, IA (5.54%).
LIMITED TERM BOND - CLASS A: PaineWebber Inc., Weehawken, NJ (10.10%);
Smith, Barney, Lehman, New York, NY (6.62%); First Hawaiian Bank, Honolulu,
HI (5.60%). 
LIMITED TERM BOND - CLASS B: Donaldson, Lufkin & Jenrette, New York, NY
(10.65%); Royal Alliance Associates Inc., Birmingham, AL (7.94%); NFSC, New
York, NY (7.45%); Smith, Barney, Lehman, New York, NY (7.32%).
LIMITED TERM TAX-EXEMPT - INSTITUTIONAL CLASS: Laird Norton Co., Seattle WA
(30.45%); Citizens State Bank, Corpus Christi TX (11.18%); First Interstate
Bank of Texas, Houston, TX (10.06%); First Union National Bank, Charlotte,
NC (7.23%); South Holland Bancorp, South Holland, IL (6.56%); Citizens
National Bank of Evansville, Evansville, IN (5.82%). 
LIMITED TERM TAX-EXEMPT - CLASS A: Royal Alliance Associates Inc.,
Birmingham AL (10.20%); Merrill, Lynch, Pierce, Fenner & Smith,
Jacksonville, FL (8.60%); Smith, Barney, Lehman, New York, NY (7.55%);
Donaldson, Lufkin & Jenrette, New York, NY (6.43%). 
LIMITED TERM TAX-EXEMPT - CLASS B: Donaldson, Lufkin & Jenrette, New York,
NY (15.79%); Royal Alliance Associates Inc., Birmingham AL (10.47%); A.G.
Edwards & Sons, St. Louis, MO (8.14%); NFSC, New York, NY (7.18%); Vestex
Securities, Hudson, OH (5.01%).
HIGH YIELD - CLASS A: Smith, Barney, Lehman, New York, NY (10.76%);
Donaldson, Lufkin & Jenrette, New York, NY (6.00%); NFSC, New York, NY
(5.17%).
HIGH YIELD - CLASS B: Walnut Street Securities, St. Louis, MO (16.38%);
NFSC, New York NY (8.02%); Donaldson, Lufkin & Jenrette, New York, NY
(5.68%); Smith, Barney, Lehman, New York, NY (5.04%).
GLOBAL RESOURCES - CLASS A: Smith, Barney, Lehman, New York, NY (9.19%);
NFSC, New York, NY (6.85%); Royal Alliance Associates Inc., Birmingham, AL
(5.39%).
GOVERNMENT INVESTMENT - CLASS A: Commonwealth Equity, Waltham, MA (6.53%);
NFSC, New York, NY (6.41%); First Hawaiian Bank, Honolulu, HI (5.80%).
GOVERNMENT INVESTMENT - CLASS B: NFSC, New York, NY (9.96%); Southwest
Securities Inc., Dallas, TX (9.13%); Royal Alliance Associates Inc.,
Birmingham, AL (7.37%); Dain Bosworth Inc., Minneapolis, MN (5.65%); Smith,
Barney, Lehman, New York NY (5.53%).
GROWTH OPPORTUNITIES - CLASS A: Cigna Securities Inc., Hartford, CT
(21.18%); Smith, Barney, Lehman, New York, NY (8.49%); A.G. Edwards & Sons,
St. Louis, MO (6.15%).
HIGH INCOME MUNICIPAL - CLASS A: Smith, Barney, Lehman, New York, NY
(16.39%); A.G. Edwards & Sons, St. Louis, MO (7.17%); Royal Alliance
Associates Inc., Birmingham, AL (5.23%); Cigna Securities Inc., Hartford,
CT (5.11%).
HIGH INCOME MUNICIPAL - CLASS B: Donaldson, Lufkin & Jenrette, New York, NY
(15.66%); NFSC, New York, NY (8.88%).
INCOME & GROWTH - CLASS A: Cigna Securities Inc., Hartford, CT (20.25%);
Smith, Barney, Lehman, New York, NY (6.13%).
SHORT FIXED-INCOME - CLASS A: Smith, Barney, Lehman, New York, NY (9.83%);
NFSC, New York, NY (7.15%).
STRATEGIC OPPORTUNITIES - CLASS A: Merrill, Lynch, Pierce, Fenner & Smith,
Jacksonville, FL (19.30%); Cigna Securities Inc., Hartford, CT (7.59%);
A.G. Edwards & Sons, St. Louis, MO (7.39%); Smith, Barney, Lehman, New
York, NY (5.82%); Prudential Securities, New York, NY (5.09%).
STRATEGIC OPPORTUNITIES - CLASS B: Smith, Barney, Lehman, New York, NY
(5.38%); Donaldson, Lufkin & Jenrette, New York, NY (5.16%); Royal Alliance
Associates Inc., Birmingham AL (5.05%).
OVERSEAS - CLASS A: Smith, Barney, Lehman, New York NY (10.65%); A.G.
Edwards & Sons, St. Louis, MO (5.81%); Royal Alliance Associates Inc.,
Birmingham, AL (5.54%); Merrill, Lynch, Pierce, Fenner & Smith,
Jacksonville, FL (5.09%).
EMERGING MARKETS INCOME - CLASS A: First Trust Company, Denver, CO
(13.84%); FMR Corp., Boston, MA (11.58%); NFSC, New York, NY (8.30%).
EMERGING MARKETS INCOME - CLASS B: NFSC, New York, NY (10.38%); Donaldson,
Lufkin & Jenrette, New York, NY (8.89%); PaineWebber Inc., Weehawken, NJ
(8.76%).
SHORT-INTERMEDIATE TAX-EXEMPT - CLASS A: NFSC, New York NY (16.10%);
Sunamerica Securities Inc., Phoenix, AZ (6.05%). 
STRATEGIC INCOME - CLASS A: NFSC, New York, NY (8.14%); FMR Corp., Boston
MA (7.29%); Royal Alliance Associates Inc., Birmingham, AL (6.55%).
STRATEGIC INCOME - CLASS B: G.W. Wade, Wellesley, MA (63.37%); FMR Corp.,
Boston, MA (9.05%).    
CUSTODIANS. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of Global Resources, Growth
Opportunities, and Strategic Opportunities. The Chase Manhattan Bank, N.A.,
1211 Avenue of the Americas, New York, New York, is custodian of the assets
of Overseas, Equity Portfolio Growth, Equity Income, Income & Growth, and
Emerging Markets Income. The Bank of New York, 110 Washington Street, New
York, New York, is custodian of the assets of High Yield, Strategic Income,
Government Investment, Limited Term Bond, and Short Fixed   -    Income.
U   MB     Bank   , n.a.    , 1010 Grand Avenue, Kansas City, Missouri, is
custodian of the assets of High Income Municipal, Limited Term Tax-Exempt,
and Short-Intermediate Tax-Exempt. The custodian is responsible for the
safekeeping of the fund's assets and the appointment of subcustodian banks
and clearing agencies. The custodian takes no part in determining the
investment policies of the fund or in deciding which securities are
purchased or sold by a fund. A fund may, however, invest in obligations of
the custodian and may purchase securities from or sell securities to the
custodian.    Morgan Guaranty Trust Company of New York, The Bank of New
York, and Chemical Bank, each headquartered in New York, may also serve as
a special purpose custodian of certain assets in connection with pooled
repurchase agreement transactions.    
FMR, its officers and directors, its affiliated companies, and the Trust's
Trustees may from time to time have transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR. The Boston branch of the custodian bank of Global Resources, Growth
Opportunities, and Strategic Opportunities leases its office space from an
affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date have included mortgages and personal and general business loans. In
the judgment of FMR, the terms and conditions of those transactions were
not influenced by existing or potential custodial or other fund
relationships.
AUDITOR.    Cooper & Lybrand, L.L.P.    , serves as the independent
accountant for Equity Portfolio Growth, Global Resources, Growth
Opportunities, Strategic Opportunities, Equity Income, Income & Growth,
Emerging Markets Income, High Yield, Strategic Income, Government
Investment, Limited Term Bond, Short Fixed-Income, High Income Municipal,
Limited Term Tax-Exempt, and Short-Intermediate Tax-Exempt.    Price
Waterhouse, LLP    , serves as the independent accountant for Overseas. The
auditor examines financial statements for each fund and provides other
audit, tax, and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the fiscal
period ended October 31, November 30, or December 31, 1994, as appropriate,
are included in the Annual Reports, which are separate reports supplied
with this SAI. Each fund's financial statements and financial highlights
are incorporated herein by reference.
APPENDIX
DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value of
each investment by the number of days remaining to its maturity, adding
these calculations, and then dividing the total by the value of a fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
For example, if it is probable that the issuer of an instrument will take
advantage of a maturity-shortening device, such as a call, refunding, or
redemption provision, the date on which the instrument will probably be
called, refunded, or redeemed may be considered to be its maturity date.
Also, the maturities of mortgage-backed securities and some asset-backed
securities, such as collateralized mortgage obligations, are determined on
a weighted average life basis, which is the average time for principal to
be repaid. For a mortgage security, this average time is calculated by
estimating the expected principal payments during the life of the mortgage.
The weighted average life of these securities is likely to be substantially
shorter than their stated final maturity.

FIDELITY ADVISOR INSTITUTIONAL CLASS PROSPECTUS
 
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
1            ..............................   Cover Page                                            
 
2     a      ..............................   Expenses                                              
 
      b, c   ..............................   *                                                     
 
3     a      ..............................   Expenses                                              
 
      b      ..............................   Financial Highlights                                  
 
      c      ..............................   Performance                                           
 
      d      ..............................   Cover Page                                            
 
4     a      i.............................   Charter                                               
 
             ii...........................    Investment Principles and Risks; Securities and       
                                              Investment Practices                                  
 
      b      ..............................   Securities and Investment Practices                   
 
      c      ..............................   Who May Want to Invest; Investment Principles         
                                              and Risks; Securities and Investment Practices        
 
5     a      ..............................   Charter                                               
 
      b      i.............................   Cover Page; Charter                                   
 
             ii...........................    FMR and Its Affiliates; Charter; Breakdown of         
                                              Expenses                                              
 
             iii..........................    Expenses; Breakdown of Expenses                       
 
      c      ..............................   FMR and Its Affiliates                                
 
      d      ..............................   Charter; Breakdown of Expenses; Cover Page;           
                                              FMR and Its Affiliates                                
 
      e      ..............................   FMR and its Affiliates; Breakdown of Expenses         
 
      f      ..............................   Expenses                                              
 
      g      ..............................   Expenses; FMR and Its Affiliates                      
 
5     A      ..............................   Charter                                               
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares; Investor       
                                              Services; Transaction Details; Exchange               
                                              Restrictions                                          
 
             iii..........................    *                                                     
 
      b      .............................    FMR and Its Affiliates                                
 
      c      ..............................   Charter                                               
 
      d      ..............................   Cover Page; Charter                                   
 
      e      ..............................   Cover Page; How to Buy Shares; How to Sell            
                                              Shares; Investor Services; Exchange Restrictions      
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7     a      ..............................   Charter; Cover Page                                   
 
      b      ..............................   How to Buy Shares; Transaction Details                
 
      c      ..............................   *                                                     
 
      d      ..............................   How to Buy Shares                                     
 
      e      ..............................   Transaction Details; Breakdown of Expenses            
 
      f      ..............................   Breakdown of Expenses                                 
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
                                              Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
 
</TABLE>
 
* Not Applicable
 
 
 
 
FIDELITY ADVISOR FUNDS
INSTITUTIONAL CLASS
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
the applicable fund's most recent financial report and portfolio listing or
a copy of the Statement of Additional Information (SAI) dated June 30,
1995. The SAI has been filed with the Securities and Exchange Commission
(SEC) and is incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, contact Fidelity
Distributors Corporation (FDC), 82 Devonshire Street, Boston, MA 02109, or
your Investment Professional.
 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR 
OBLIGATIONS OF, OR GUARANTEED BY, ANY 
DEPOSITORY INSTITUTION. SHARES ARE NOT 
INSURED BY THE FDIC, THE FEDERAL RESERVE 
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT 
TO INVESTMENT RISK, INCLUDING THE POSSIBLE 
LOSS OF PRINCIPAL.
EMERGING MARKETS INCOME, HIGH YIELD, STRATEGIC INCOME, AND HIGH INCOME
MUNICIPAL    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
        FOR FURTHER INFORMATION.
 
LIKE ALL MUTUAL FUNDS, THESE SECURITIES 
HAVE NOT BEEN APPROVED OR DISAPPROVED 
BY THE SECURITIES AND EXCHANGE 
COMMISSION OR ANY STATE SECURITIES 
COMMISSION, NOR HAS THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE 
SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE.
ACOM   I    -pro-   695    
GROWTH FUNDS:
Fidelity Advisor Overseas Fund
Fidelity Advisor Equity Portfolio Growth
Fidelity Advisor Global Resources Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Strategic Opportunities Fund
GROWTH AND INCOME FUNDS:
Fidelity Advisor Equity Income Fund
Fidelity Advisor Income & Growth Fund
TAXABLE-INCOME FUNDS:
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Strategic Income Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Limited Term Bond Fund
Fidelity Advisor Short Fixed-Income Fund
TAX-EXEMPT/MUNICIPAL FUNDS:
Fidelity Advisor High Income Municipal Fund
Fidelity Advisor Limited Term Tax-Exempt Fund
Fidelity Advisor Short-Intermediate Tax-Exempt Fund
PROSPECTUS
JUNE 30, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA 02109
   CONTENTS    
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>   <C>                                                        
KEY FACTS                   WHO MAY WANT TO INVEST                                     
 
                            EXPENSES Institutional Class's yearly operating            
                            expenses.                                                  
 
                            FINANCIAL HIGHLIGHTS A summary of each fund's financial    
                            data.                                                      
 
                            PERFORMANCE                                                
 
THE FUNDS IN DETAIL         CHARTER How each fund is organized.                        
 
                            INVESTMENT PRINCIPLES AND RISKS Each fund's overall        
                            approach to investing.                                     
 
                            BREAKDOWN OF EXPENSES How operating costs are              
                            calculated and what they include.                          
 
YOUR ACCOUNT                TYPES OF ACCOUNTS Different ways to set up your            
                            account, including tax-sheltered retirement plans.         
 
                            HOW TO BUY SHARES Opening an account and making            
                            additional investments.                                    
 
                            HOW TO SELL SHARES Taking money out and closing your       
                            account.                                                   
 
                            INVESTOR SERVICES Services to help you manage your         
                            account.                                                   
 
SHAREHOLDER AND             DIVIDENDS, CAPITAL GAINS, AND TAXES                        
ACCOUNT POLICIES                                                                       
 
                            TRANSACTION DETAILS Share price calculations and the       
                            timing of purchases and redemptions.                       
 
                            EXCHANGE RESTRICTIONS                                      
 
                            APPENDIX                                                   
 
</TABLE>
 
   KEY FACTS    
 
 
WHO MAY WANT TO INVEST
Institutional    C    las   s     shares are offered through this
prospectus to (i)    accounts managed by a     bank trust department and
other trust institutions, (ii) accounts managed    on a discretionary
basis     by a broker-dealer    and     (iii) accounts managed    on a
discretionary basis     by a registered investment advisor (RIA)   
(collectively, eligible investors)    . Shares are available only to   
eligible investors     that have signed a    p    articipation
   a    greement with    FDC    . The    p    articipation    a    greement
specifies certain    aggregate     asset    minimums and asset    
qualifications, trading guidelines   ,     marketing restrictions    and
program requirements    .
   Eligible investors with existing Institutional Class accounts will be
required to sign and comply with a participation agreement in order to
purchase additional shares. Such eligible investors that do not meet
revised asset requirements specified in the participation agreement will be
allowed to continue investing in Institutional Class shares until June 30,
1997, after which they will be prevented from making new or subsequent
purchases in Institutional Class, except that employee benefit plans
established by the intermediary will be permitted to make ongoing
purchases. Shareholders who purchased shares prior to June 30, 1995 but do
not fall within (i), (ii) and (iii) above can continue to buy additional
shares of Institutional Class.    
Overseas, Equity Portfolio Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Equity Income, Income & Growth, High Yield,
Government Investment, Limited Term Bond, Short Fixed-Income, High Income
Municipal and Limited Term Tax-Exempt are diversified funds. 
Emerging Markets Income, Strategic Income, and Short-Intermediate
Tax-Exempt are non-diversified funds. Non-diversified funds may invest a
greater portion of their assets in securities of a single issuer than
diversified funds. As a result, changes in the financial condition or
market assessment of a single issuer could cause greater fluctuations in
share value than a diversified fund.
Overseas, Equity Portfolio Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Equity Income and Income & Growth are designed for
investors who are willing to ride out stock market fluctuations in pursuit
of potentially high long-term returns. Overseas, Equity Portfolio Growth,
Global Resources, Growth Opportunities and Strategic Opportunities are
designed for investors who want to be invested in the stock market for its
long-term growth potential. These funds invest for growth and do not pursue
income. Equity Income and Income & Growth are designed for those investors
who seek a combination of growth and income from equity and some bond
investments.
Emerging Markets Income, High Yield, and Strategic Income are designed for
investors who want high current income with some potential for capital
growth from a portfolio of debt instruments with a focus on lower-quality
debt securities and income-producing equity securities. These funds may be
appropriate for long-term, aggressive investors who understand the
potential risks and rewards of investing in lower-quality debt securities,
including defaulted securities.
Government Investment, Limited Term Bond and Short Fixed-Income are
designed for investors who seek high current income from a portfolio of
investment-grade debt securities. These funds also invest consistent with
consideration of capital preservation. 
High Income Municipal, Limited Term Tax-Exempt and Short-Intermediate
Tax-Exempt are designed for investors in higher tax brackets who seek high
current income that is free from federal income tax. Limited Term
Tax-Exempt and Short-Intermediate Tax-Exempt also invest consistent with
consideration of capital preservation. High Income Municipal focuses on
lower-quality debt securities and may be appropriate for long-term,
aggressive investors who understand the potential risks and rewards of
investing in lower-quality debt securities, including defaulted securities.
The value of each fund's investments and, as applicable, the income they
generate,    will vary     from day to day,    and reflect     changes in
market conditions, interest rates and other company, political, and
economic news. In the short-term, stock prices can fluctuate dramatically
in response to these factors. The securities of small, less well-known
companies may be more volatile than those of larger companies. The value of
bonds fluctuates based on changes in interest rates and in the credit
quality of the issuer. Over time, however, stocks, although more volatile,
have shown greater growth potential than other types of securities.
Investments in foreign securities may involve risks in addition to those of
U.S. investments, including increased political and economic risk, as well
as exposure to currency fluctuations.
The investments of Strategic Income, Government Investment, Limited Term
Bond, and Short Fixed-Income are also subject to prepayments, which can
lower a fund's yield, particularly in periods of declining interest rates.
In addition, Overseas, Global Resources, Emerging Markets Income and
Strategic Income may also be appropriate for investors who want to pursue
their investment goals in markets outside of the United States. By
including international investments in your portfolio, you can achieve
   additional     diversification and participate in    growth
    opportunities around the world.
Each fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision. When you sell your fund shares, they may be worth more or less
than what you paid for them.
   Each fund is composed of multiple classes of shares. Each class of a
fund has a common investment objective  and investment portfolio. Class A
shares have a front-end sales charge and pay a distribution fee. Class B
shares do not have a front-end sales charge, but do have a contingent
deferred sales charge (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 or
Class B shares. You may obtain more information about Class A and Class B
shares, which are not offered through this prospectus, by calling
1-800-843-3001 or from your Investment Professional. See "Transaction
Details," page 35.    
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy   ,
sell,     or    hold     shares of a fund. 
Maximum sales charge on purchases and reinvested distributions   None      
 
Maximum deferred sales charge on redemptions                     None      
 
Redemption fee                                                   None      
 
Exchange fee                                                     None      
 
Annual account maintenance fee (for accounts under $2,500)       $12.00    
 
ANNUAL OPERATING EXPENSES are paid out of Institutional Class   's    
assets. Each fund pays a management fee to Fidelity Management & Research
Company (FMR) that, for Overseas, Growth Opportunities and Strategic
Opportunities, varies based on performance, and incurs other expenses for
services such as maintaining shareholder records and furnishing shareholder
statements and financial reports.
Institutional Class   's     expenses are factored into its share price or
dividends and are not charged directly to shareholder accounts (see
"Breakdown of Expenses" on page        ).
The following table shows projections based on estimated or historical
expenses   , adjusted for current fees,     of the Institutional
   C    lass of each fund and are calculated as a percentage of average net
assets of    the Institutional Class of     each fund.
EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment in Institutional Class shares assuming a 5% annual return and
full redemption at the end of each time period.
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
EQUITY FUNDS
      Operating Expenses         Examples                     
 
 
<TABLE>
<CAPTION>
<S>                       <C>                        <C>             <C>         <C>           
OVERSEA   S               Management fee                0.80%        After 1        $14        
                                                                     year                      
 
                          12b-1 fee (Distribution       N    one     After 3        $42        
                          fee)                                       years                     
 
                          Other expenses                0.53%B       After 5        $73        
                                                                     years                     
 
                          Total operating expenses      1.33%        After 10       $160       
                                                                     years                     
 
EQUITY PORTFOLIO GROWTH   Management fee                0.62%C       After 1     $8            
                                                                     year                      
 
                          12b-1 fee (Distribution    None            After 3     $26           
                          fee)                                       years                     
 
                          Other expenses                0.20%A       After 5     $45           
                                                                     years                     
 
                          Total operating expenses   0.82%           After 10    $101          
                                                                     years                     
 
GLOBAL RESOURCES          Management fee                0.77%        After 1        $14        
                                                                     year                      
 
                          12b-1 fee (Distribution       N    one     After 3        $42        
                          fee)                                       years                     
 
                          Other expenses                0.57%B       After 5        $73        
                                                                     years                     
 
                          Total operating expenses      1.34%        After 10       $161       
                                                                     years                     
 
GROWTH OPPORTUNITIES      Management fee                0.69%        After 1        $10        
                                                                     year                      
 
                          12b-1 fee (Distribution       N    one     After 3        $32        
                          fee)                                       years                     
 
                          Other expenses                0.30%B       After 5        $55        
                                                                     years                     
 
                          Total operating expenses      0.99%        After 10       $121       
                                                                     years                     
 
STRATEGIC OPPORTUNITIES   Management fee                0.67%        After 1        $12        
                                                                     year                      
 
                          12b-1 fee (Distribution       N    one     After 3        $38        
                          fee)                                       years                     
 
                          Other expenses                0.54%B       After 5        $66        
                                                                     years                     
 
                          Total operating expenses      1.21%        After 10       $147       
                                                                     years                     
 
EQUITY INCOME             Management fee             0.50%           After 1     $7            
                                                                     year                      
 
                          12b-1 fee (Distribution    None            After 3     $23           
                          fee)                                       years                     
 
                          Other expenses                0.21%A       After 5     $40           
                                                                     years                     
 
                          Total operating expenses   0.71%           After 10    $88           
                                                                     years                     
 
INCOME & GROWTH           Management fee                0.52%        After 1        $10        
                                                                     year                      
 
                          12b-1 fee (Distribution       N    one     After 3        $32        
                          fee)                                       years                     
 
                          Other expenses                0.48%B       After 5        $55        
                                                                     years                     
 
                          Total operating expenses      1.00%        After 10       $122       
                                                                     years                     
 
</TABLE>
 
   A A PORTION OF THE BROKERAGE COMMISSIONS THAT THE FUND PAID WAS USED TO
REDUCE OTHER EXPENSES. WITHOUT THIS REDUCTION, OTHER EXPENSES WOULD HAVE
BEEN 0.22% (EQUITY PORTFOLIO GROWTH) AND 0.23% (EQUITY INCOME).
B PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
C EFFECTIVE AUGUST 1, 1994, FMR VOLUNTARILY AGREED TO IMPLEMENT A
MANAGEMENT FEE REDUCTION FOR EQUITY PORTFOLIO GROWTH. THE INDIVIDUAL FUND
FEE RATE WAS REDUCED FROM 0.33% TO 0.30%. IF THIS AGREEMENT WAS NOT IN
EFFECT, THE MANAGEMENT FEE WOULD HAVE BEEN 0.65%.
TAXABLE     INCOME
      Operating Expenses         Examples                     
 
 
<TABLE>
<CAPTION>
<S>                         <C>                              <C>                    <C>         <C>           
EMERGING MARKETS INCOME     Management fee                      0.70%               After 1        $13        
                                                                                    year                      
 
                            12b-1 fee (Distribution             N    one            After 3        $40        
                            fee)                                                    years                     
 
                            Other expenses     (after           0.55%B              After 5        $69        
                               reimbursement)                                       years                     
 
                            Total operating expenses            1.25%               After 10       $151       
                                                                                    years                     
 
HIGH YIELD                  Management fee                      0.60%               After 1        $11        
                                                                                    year                      
 
                            12b-1 fee (Distribution             N    one            After 3        $33        
                            fee)                                                    years                     
 
                               Other expenses                   0.43%B              After 5        $57        
                                                                                    years                     
 
                            Total operating expenses            1.03%               After 10       $126       
                                                                                    years                     
 
STRATEGIC INCOME            Management fee                      0.61%               After 1        $11        
                                                                                    year                      
 
                            12b-1 fee (Distribution             N    one            After 3        $35        
                            fee)                                                    years                     
 
                               Other expenses  (after           0.49%B              After 5        $61        
                               reimbursement)                                       years                     
 
                            Total operating expenses            1.10%               After 10       $134       
                                                                                    years                     
 
GOVERNMENT INVESTMENT       Management fee                      0.46%               After 1        $8         
                                                                                    year                      
 
                            12b-1 fee (Distribution             N    one            After 3        $24        
                            fee)                                                    years                     
 
                               Other expenses  (after           0.29%B              After 5        $42        
                               reimbursement)                                       years                     
 
                            Total operating expenses            0.75%               After 10       $93        
                                                                                    years                     
 
LIMITED TERM BOND           Management fee                   0.4   6    %   D       After 1     $   7         
                                                                                    year                      
 
                            12b-1 fee (Distribution          None                   After 3     $2   1        
                            fee)                                                    years                     
 
                            Other expenses                   0.   20    %           After 5     $3   7        
                                                                                    years                     
 
                            Total operating expenses         0.6   6    %           After 10    $   82        
                                                                                    years                     
 
SHORT FIXED   -    INCOME   Management fee                      0.46%               After 1        $9         
                                                                                    year                      
 
                            12b-1 fee (Distribution             N    one            After 3        $27        
                            fee)                                                    years                     
 
                            Other expenses     (after           0.39%B              After 5        $47        
                               reimbursement)                                       years                     
 
                            Total operating expenses            0.85%               After 10       $105       
                                                                                    years                     
 
</TABLE>
 
   B PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
D REFLECTS INCREASE OF INDIVIDUAL FUND FEE RATE.    
TAX-EXEMPT/MUNICIPAL
      Operating Expenses         Examples                     
 
 
<TABLE>
<CAPTION>
<S>                               <C>                              <C>             <C>         <C>          
HIGH INCOME MUNICIPAL             Management fee                      0.41%        After 1        $8        
                                                                                   year                     
 
                                  12b-1 fee (Distribution             N    one     After 3        $24       
                                  fee)                                             years                    
 
                                  Other expenses     (after           0.34%B       After 5        $42       
                                     reimbursement)                                years                    
 
                                  Total operating expenses            0.75%        After 10       $93       
                                                                                   years                    
 
LIMITED TERM TAX-EXEMPT           Management fee                   0.41%           After 1     $   8        
                                                                                   year                     
 
                                  12b-1 fee (Distribution          None            After 3     $2   4       
                                  fee)                                             years                    
 
                                  Other expenses  (after           0.   34    %    After 5     $   42       
                                  reimbursement)                                   years                    
 
                                  Total operating expenses         0.   75    %    After 10    $   93       
                                                                                   years                    
 
SHORT-INTERMEDIATE TAX-EXEMPT     Management fee                      0.41%        After 1        $8        
                                                                                   year                     
 
                                  12b-1 fee (Distribution             N    one     After 3        $24       
                                  fee)                                             years                    
 
                                     Other expenses  (after           0.34%B       After 5        $42       
                                     reimbursement)                                years                    
 
                                  Total operating expenses            0.75%        After 10       $93       
                                                                                   years                    
 
</TABLE>
 
   B PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
FMR has voluntarily agreed to reimburse certain Institutional Class Shares
to the extent that total operating expenses exceed the following percentage
of each of their respective average net assets: for Emerging Markets Income
1.25%; for High Yield 1.10%; for Strategic Income 1.10%; for Government
Investment 0.75%; for Limited Term Bond 0.75%; for Short Fixed-Income
0.85%; for High-Income Municipal 0.75%; for Limited Term Tax-Exempt 0.75%;
and for Short-Intermediate Tax-Exempt 0.75%. If these agreements were not
in effect, other expenses would have been: for Emerging Markets Income
1.09% (estimated); for Strategic Income 1.81% (estimated); for Government
Investment 0.58% (estimated); for Short Fixed-Income 0.52% (estimated); for
High Income Municipal 0.45% (estimated); for Limited Term Tax-Exempt 0.35%;
and for Short-Intermediate Tax-Exempt 0.88% (estimated). Interest, taxes,
brokerage commissions, or extraordinary expenses are not included in this
expense limitation.    
 
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow and each fund's financial
statements are included in each fund's Annual Report    and have been
audited by Coopers & Lybrand L.L.P. or Price Waterhouse LLP (Overseas)    .
Their reports on the financial statements and financial highlights are
included in each Annual Report. The financial statements, the financial
highlights, and the reports are incorporated by reference into the funds'
SAI, which may be obtained free of charge from FDC or your Investment
Professional.
   On July 3, 1995, each fund (except Equity Portfolio Growth, Equity
Income, Limited Term Bond, and Limited Term Tax-Exempt) is expected to
commence sale of Institutional Class shares and, Overseas and Global
Resources are expected to commence sales of Class B shares.    
OVERSEAS
1.Select     2.         3.         4.Class    5.                    
ed                                 A                                
Per-Sha                                                             
re Data                                                             
and                                                                 
Ratios                                                              
 
6.Years      1990B      1991       1992       1993       1994       
ended                                                               
October                                                             
31                                                                  
 
7.Net        $ 10.00    $ 9.55     $ 9.78     $ 9.07     $ 12.93    
asset                                                               
value,                                                              
beginnin                                                            
g of                                                                
period                                                              
 
8.Incom                                                             
e from                                                              
Investm                                                             
ent                                                                 
Operati                                                             
ons                                                                 
 
9. Net        .05        .14        .05        .03        .01       
investm                                                             
ent                                                                 
income                                                              
 
10. Ne        (.50)      .17        (.62)      3.93       1.14      
t                                                                   
realized                                                            
and                                                                 
unrealiz                                                            
ed gain                                                             
(loss)                                                              
on                                                                  
investm                                                             
ents                                                                
 
11. Tot       (.45)      .31        (.57)      3.96       1.15      
al from                                                             
investm                                                             
ent                                                                 
operatio                                                            
ns                                                                  
 
12.Less                                                             
Distribut                                                           
ions                                                                
 
13. Fr        --         (.07)      (.14)      (.07)      --        
om net                                                              
investm                                                             
ent                                                                 
income                                                              
 
14. Fr        --         (.01)E     --         (.03)E     (.02)     
om net                                                              
realized                                                            
gain                                                                
 
15. Tot       --         (.08)      (.14)      (.10)      (.02)     
al                                                                  
distributi                                                          
ons                                                                 
 
16.Net       $ 9.55     $ 9.78     $ 9.07     $ 12.93    $ 14.06    
asset                                                               
value,                                                              
end of                                                              
period                                                              
 
17.Total      (4.50)%D   3.25%      (5.88)%    44.13%     8.91%     
returnC                                                              
 
18.Net       $ 18,161   $ 19,091   $ 18,652   $ 221,37   $ 653,77   
assets,                                       0          4          
end of                                                              
period                                                              
(000                                                                
omitted)                                                            
 
19.Rati       3.07%A,F   2.85%      2.64%      2.38%      2.12%     
o of                                                       
expense                                                             
s to                                                                
average                                                             
net                                                                 
assets                                                              
 
20.Rati       1.45%A     1.48%      .48%       (.18)%     .05%      
o of net                                                            
investm                                                             
ent                                                                 
income                                                              
to                                                                  
average                                                             
net                                                                 
assets                                                              
 
21.Portf      137%A      226%       168%       42%        34%       
olio                                                                
turnover                                                            
rate                                                                
 
A 1.ANNUALIZED.
B 2.APRIL 23, 1990 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1990.
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN.
E INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
F EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE LIMITATION.
EQUITY PORTFOLIO GROWTH
 
 
 
<TABLE>
<CAPTION>
<S>          
<C>       <C>       <C>        <C>       <C>      <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>        
3.Select                           Institutional                                                           Class A              
ed                                 Class  
Per-Sha             
re Data             
and                 
Ratios              
 
4.Years      
1985      1986      1987       1988      1989     1990      1991      1992      1993      1994       1992C     1993      1994       
ended               
Novemb              
er 30               
 
5.Net        
$ 8.03    $ 11.09   $ 13.18    $ 9.92    $ 12.02  $ 17.32   $ 15.55   $ 24.28   $ 26.37   $ 29.74    $ 23.78   $ 26.33   $ 29.50    
asset               
value,              
beginnin           
g of                
period              
 
6.Incom              
e from              
Investm           
ent                
Operati             
ons                 
 
7. Net        
 .01       .03       --D        .28G      .06       .01       .04       .17D      .19D      .30        .01D      (.07)D    .08       
investm              
ent               
income              
(loss)              
 
8. Net        
3.05      2.41      (2.03)     2.59      5.50      .34       8.69      4.55      3.78      .42        2.54      3.82      .39       
realized            
and                 
unrealiz            
ed gain             
 (loss)             
on                 
investm            
ents      
 
9. Total      
3.06      2.44      (2.03)     2.87      5.56      .35       8.73      4.72      3.97      .72        2.55      3.75      .47       
from                
investm            
ent                 
operatio            
ns                   
 
10.Less               
Distribut             
ions                 
 
11. Fr       
 --        (.02)     (.01)      (.01)     (.26)   (.08)     --        (.03)     (.10)     (.11)      --        (.08)     --        
om net             
investm             
ent                  
income                
 
12. Fr        
- --        (.33)     (1.22)     (.76)     --        (2.04)    --        (2.60)    (.50)     (1.45)     --        (.50)     (1.45)    
om net              
realized            
gain                
 
13. Tot      
 --        (.35)     (1.23)     (.77)     (.26)  (2.12)      --        (2.63)    (.60)     (1.56)     --        (.58)     (1.45)    
al                                              
distributi                                 
ons                                         
 
14.Net       
$ 11.09   $ 13.18   $ 9.92     $ 12.02   $ 17.32  $ 15.55   $ 24.28   $ 26.37   $ 29.74   $ 28.90    $ 26.33   $ 29.50   $ 28.52    
asset                   
value,                 
end of                 
period              
 
15.Total      
38.11%    22.55%    (17.12)    29.77%    47.18%    2.75%     56.14%    21.14%    15.36%    2.46%      10.72%    14.52%    1.58%     
returnE,F           %   
                                                                                                                      
 
16.Net       
$ 23,44   $ 63,60   $ 43,53    $ 20,18   $ 24,52  $ 27,47   $ 68,76   $ 179,3   $ 296,4   $ 410,45   $ 22,65   $ 377,8   $ 874,17   
assets,      
7         7         7          2         3        3         6         25        66        0          5         94        2          
end of                
period             
(000                 
omitted) 
 
17.Rati       
1.50%I    1.07%     1.11%      1.47%     1.60%     1.74%     1.13%     .98%      .94%H     .84%H      1.47%A    1.84%H    1.70%H    
o of                                        
expense                                     
s to               
average             
net                  
assets       
 
18.Rati       
1.50%I    1.07%     1.11%      1.47%     1.60%     1.74%     1.13%     .98%      .95%H     .86%H      1.47%A    1.85%H    1.71%H    
o of                      
expense                   
s to                     
average                 
net                     
assets                 
before                
expense              
reductio             
ns                   
 
19.Rati       
 .43%      .29%      --         1.20%     .38%      .07%      .25%      .73%      .66%      1.00%      .25%A     (.24)%    .15%      
o of net                               
investm                               
ent                                   
income                               
(loss)                  
to                     
average                
net                 
assets              
 
20.Portf      
108%      115%      226%       331%      269%      262%      254%      240%      160%      137%       240%      160%      137%      
olio                
turnover            
 
</TABLE>
 
GLOBAL RESOURCES
 
<TABLE>
<CAPTION>
<S>          <C>       <C>       <C>        <C>        <C>        <C>        <C>        
21.Sele      22.       23.       24.        25.Clas    26.        27.                   
cted                                        s A                                         
Per-Sha                                                                                 
re Data                                                                                 
and                                                                                     
Ratios                                                                                  
 
28.Year      1988B     1989      1990       1991K      1992       1993       1994D      
s ended                                                                                 
October                                                                                 
31                                                                                      
 
29.Net       $ 10.00   $ 11.47   $ 12.60    $ 12.30    $ 14.11    $ 13.88    $ 17.59    
asset                                                                                   
value,                                                                                  
beginnin                                                                                
g of                                                                                    
period                                                                                  
 
30.Inco                                                                                 
me from                                                                                 
Investm                                                                                 
ent                                                                                     
Operati                                                                                 
ons                                                                                     
 
31. Ne        (.05)     .10J      (.10)      (.15)      (.10)      .22        (.11)     
t                                                                                       
investm                                                                                 
ent                                                                                     
income                                                                                  
(loss)                                                                                  
 
32. Ne        1.52      1.96      .93        2.45       .79        4.91       .76       
t                                                                                       
realized                                                                                
and                                                                                     
unrealiz                                                                                
ed gain                                                                                 
(loss)                                                                                  
on                                                                                      
investm                                                                                 
ents                                                                                    
 
33. Tot       1.47      2.06      .83        2.30       .69        5.13       .65       
al from                                                                                 
investm                                                                                 
ent                                                                                     
operatio                                                                                
ns                                                                                      
 
34.Less                                                                                 
Distribut                                                                               
ions                                                                                    
 
35. Fr        --        --        (.08)      --         --         --         --        
om net                                                                                  
investm                                                                                 
ent                                                                                     
income                                                                                  
 
36. Fr        --        (.93)     (1.05)     (.49)      (.92)      (1.42)     (.68)     
om net                                                                                  
realized                                                                                
gain                                                                                    
 
37. Tot       --        (.93)     (1.13)     (.49)      (.92)      (1.42)     (.68)     
al                                                                                      
distributi                                                                              
ons                                                                                     
 
38.Net       $ 11.47   $ 12.60   $ 12.30    $ 14.11    $ 13.88    $ 17.59    $ 17.56    
asset                                                                                   
value,                                                                                  
end of                                                                                  
period                                                                                  
 
39.Total      14.70%    19.63%    6.37%      19.50%     5.97%      41.05%     3.97%     
returnE,F                                                                                 
                                                                                        
 
40.Net       $ 916     $ 2,049   $ 4,615    $ 5,940    $ 7,087    $ 40,309   $ 199,36   
assets,                                                                      1          
end of                                                                                  
period                                                                                  
(000                                                                                    
omitted)                                                                                
 
41.Rati       2.85%     3.23%     3.34%I     3.35%I     3.27%I     2.62%H     2.07%H    
o of                                                                                    
expense                                                                                 
s to                                                                                    
average                                                                                 
net                                                                                     
assets                                                                                  
 
42.Rati       2.85%     3.23%     3.34%I     3.35%I     3.27%I     2.63%H     2.10%H    
o of                                                                                    
expense                                                                                 
s to                                                                                    
average                                                                                 
net                                                                                     
assets                                                                                  
before                                                                                  
expense                                                                                 
reductio                                                                                
ns                                                                                      
 
43.Rati       (.64)%    .83%      (1.13)%    (1.28)%    (1.22)%    (1.18)%    (.67)%    
o of net                                                                                
investm                                                                                 
ent                                                                                     
income                                                                                  
(loss) to                                                                               
average                                                                                 
net                                                                                     
assets                                                                                  
 
44.Portf      220%      249%      229%       256%       248%       208%       125%      
olio                                                                                    
turnover                                                                                
rate                                                                                    
 
</TABLE>
 
A ANNUALIZED
B DECEMBER 29, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1988.
C COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.
D NET INVESTMENT INCOME    (LOSS)     PER SHARE HAS BEEN CALCULATED BASED
ON AVERAGE SHARES OUTSTANDING.
E TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
G DURING THE PERIOD A SHAREHOLDER REDEEMED A SIGNIFICANT PORTION OF THE
ASSETS OF THE FUND. DUE TO THE TIMING OF THIS TRANSACTION, THE FUND
EXPERIENCED AN UNUSUALLY HIGH LEVEL OF INVESTMENT INCOME PER SHARE.
H FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES.
I EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
J NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.17 PER SHARE.
K AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
GROWTH OPPORTUNITIES
 
<TABLE>
<CAPTION>
<S>          <C>       <C>        <C>        <C>        <C>        <C>         <C>         
45.Sele                                      Class A                                       
cted                                                                                       
Per-Sha                                                                                    
re Data                                                                                    
and                                                                                        
Ratios                                                                                     
 
46.Year      1988B     1989       1990       1991       1992       1993        1994        
s ended                                                                                    
October                                                                                    
31                                                                                         
 
47.Net       $ 10.00   $ 14.27    $ 16.53    $ 12.99    $ 20.58    $ 21.14     $ 25.39     
asset                                                                                      
value,                                                                                     
beginnin                                                                                   
g of                                                                                       
period                                                                                     
 
48.Inco                                                                                    
me from                                                                                    
Investm                                                                                    
ent                                                                                        
Operati                                                                                    
ons                                                                                        
 
49. Ne        .05       .02        .18D       .06        .14        .08         .22        
t                                                                                          
investm                                                                                    
ent                                                                                        
income                                                                                     
 
50. Ne        4.22      3.03       (2.50)     7.70       2.04       5.56        1.92       
t                                                                                          
realized                                                                                   
and                                                                                        
unrealiz                                                                                   
ed gain                                                                                    
(loss)                                                                                     
on                                                                                         
investm                                                                                    
ents                                                                                       
 
51. Tot       4.27      3.05       (2.32)     7.76       2.18       5.64        2.14       
al from                                                                                    
investm                                                                                    
ent                                                                                        
operatio                                                                                   
ns                                                                                         
 
52.Less                                                                                    
Distribut                                                                                  
ions                                                                                       
 
53. Fr        --        (.03)      (.05)      (.17)      (.09)      (.13)       (.07)      
om net                                                                                     
investm                                                                                    
ent                                                                                        
income                                                                                     
 
54. Fr        --        (.76)      (1.17)     --         (1.53)     (1.26)      (.84)      
om net                                                                                     
realized                                                                                   
gain                                                                                       
 
55. Tot       --        (.79)      (1.22)     (.17)      (1.62)     (1.39)      (.91)      
al                                                                                         
distributi                                                                                 
ons                                                                                        
 
56.Net       $ 14.27   $ 16.53    $ 12.99    $ 20.58    $ 21.14    $ 25.39     $ 26.62     
asset                                                                                      
value,                                                                                     
end of                                                                                     
period                                                                                     
 
57.Total      42.70%    22.69%     (15.05)    60.25%     12.09%     28.11%      8.71%      
returnF,G                          %                                                        
                                                                                           
 
58.Net       $ 8,097   $ 34,351   $ 51,122   $ 213,09   $ 580,59   $ 2,054,9   $ 4,598,6   
assets,                                      5          5          88          68          
end of                                                                                     
period                                                                                     
(000                                                                                       
omitted)                                                                                   
 
59.Rati       2.52%A,I 2.45%      2.00%      1.73%      1.60%      1.64%E      1.62%E     
o of                                                                                       
expense                                                                                    
s to                                                                                       
average                                                                                    
net                                                                                        
assets                                                                                     
 
60.Rati       2.52%A,I 2.45%      2.00%      1.73%      1.60%      1.65%E      1.63%E     
o of                                                                                       
expense                                                                                    
s to                                                                                       
average                                                                                    
net                                                                                        
assets                                                                                     
before                                                                                     
expense                                                                                    
reductio                                                                                   
ns                                                                                         
 
61.Rati       .82%A     .31%       1.49%      .47%       .80%       .43%        1.12%      
o of net                                                                                   
investm                                                                                    
ent                                                                                        
income                                                                                     
to                                                                                         
average                                                                                    
net                                                                                        
assets                                                                                     
 
62.Portf      143%A     163%       136%       142%       94%        69%         43%        
olio                                                                                       
turnover                                                                                   
rate                                                                                       
 
</TABLE>
 
STRATEGIC OPPORTUNITIES - INITIAL CLASS
 
<TABLE>
<CAPTION>
<S>          <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       
63.Sele                                                                                                                     
cted                                                                                                                        
Per-Sha                                                                                                                     
re Data                                                                                                                     
and                                                                                                                         
Ratios                                                                                                                      
 
64.Year      1985      1986      1987      1988      1989      1990      1991      1992H     1993      1994       1994C     
s ended                                                                                                                     
Septemb                                                                                                                     
er 30                                                                                                                       
 
65.Net       $ 11.05   $ 12.70   $ 16.71   $ 19.13   $ 15.65   $ 19.77   $ 17.37   $ 21.55   $ 19.72   $ 22.72    $ 20.23   
asset                                                                                                                       
value,                                                                                                                      
beginnin                                                                                                                    
g of                                                                                                                        
period                                                                                                                      
 
66.Inco                                                                                                                     
me from                                                                                                                     
Investm                                                                                                                     
ent                                                                                                                         
Operati                                                                                                                     
ons                                                                                                                         
 
67. Ne        .35       .36       .53       .48       .64       .80       .77       .73       .45       .54        .13J      
t                                                                                                                           
investm                                                                                                                     
ent                                                                                                                         
income                                                                                                                      
 
68. Ne        1.56      5.05      2.95      (1.80)    4.08      (2.49)    4.26      .58       4.46      (.81)      (.74)    
t                                                                                                                           
realized                                                                                                                    
and                                                                                                                         
unrealiz                                                                                                                    
ed gain                                                                                                                     
(loss)                                                                                                                      
on                                                                                                                          
investm                                                                                                                     
ents                                                                                                                        
 
69. Tot       1.91      5.41      3.48      (1.32)    4.72      (1.69)    5.03      1.31      4.91      (.27)      (.61)    
al from                                                                                                                     
investm                                                                                                                     
ent                                                                                                                         
operatio                                                                                                                    
ns                                                                                                                          
 
70.Less                                                                                                                     
Distribut                                                                                                                   
ions                                                                                                                        
 
71. Fr        (.06)     (.24)     (.09)     (.25)     (.60)     (.71)     (.85)     (.72)     (.70)     (.51)      (.50)    
om net                                                                                                                      
investm                                                                                                                     
ent                                                                                                                         
income                                                                                                                      
 
72. Fr        (.20)     (1.16)    (.97)     (1.91)    -         -         -         (2.42)    (1.21)    (1.71)     (.26)    
om net                                                                                                                      
realized                                                                                                                    
gain                                                                                                                        
 
73. Tot       (.26)     (1.40)    (1.06)    (2.16)    (.60)     (.71)     (.85)     (3.14)    (1.91)    (2.22)     (.76)    
al                                                                                                                          
distributi                                                                                                                  
ons                                                                                                                         
 
74.Net       $ 12.70   $ 16.71   $ 19.13   $ 15.65   $ 19.77   $ 17.37   $ 21.55   $ 19.72   $ 22.72   $ 20.23    $ 18.86   
asset                                                                                                                       
value,                                                                                                                      
end of                                                                                                                      
period                                                                                                                      
 
75.Total      17.64%    46.10     21.87     (4.63)    31.19     (8.96)    30.01     7.89%     26.98     (1.51)%    (3.02)   
returnF,G                %         %         %         %         %         %                   %                    %         
                                                                                                                            
 
76.Net       $ 13,60   $ 31,99   $ 27,80   $ 19,22   $ 19,78   $ 15,98   $ 19,19   $ 17,93   $ 20,70   $ 18,850   $ 17,58   
assets,      2         1         9         1         0         8         3         3         7                    3         
end of                                                                                                                      
period                                                                                                                      
(000                                                                                                                        
omitted)                                                                                                                    
 
77.Rati       1.50%K    1.50%K    1.30%K    1.49%K    .64%L     1.03%     1.00%     .87%      .89%M     1.14%E     1.11%A,E
o of   
expense                                                                                                                     
s to                                                                                                                        
average                                                                                                                     
net                                                                                                                         
assets                                                                                                                      
 
78.Rati       1.50%K    1.50%K    1.30%K    1.49%K    1.04%     1.03%     1.00%     .87%      1.05%     1.15%E     1.14%A,E 
o of                                                                                                              
expense                                                                                                                     
s to                                                                                                                        
average                                                                                                                     
net                                                                                                                         
assets                                                                                                                      
before                                                                                                                      
expense                                                                                                                     
reductio                                                                                                                    
ns                                                                                                                          
 
79.Rati       2.87%     2.40%     2.88%     3.31%     4.08%     4.21%     4.12%     3.78%     2.74%     2.60%      2.65%A    
o of net                                                                                                                    
investm                                                                                                                     
ent                                                                                                                         
income                                                                                                                      
to                                                                                                                          
average                                                                                                                     
net                                                                                                                         
assets                                                                                                                      
 
80.Portf      214%      225%      225%      160%      89%       114%      223%      211%      183%      159%       228%A     
olio                                                                                                                        
turnover                                                                                                                    
 
</TABLE>
 
A ANNUALIZED.
B NOVEMBER 18, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1988.
C FOR THE THREE MONTHS ENDED DECEMBER 31, 1994.
D NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.09 PER SHARE.
E FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES.
F TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
G THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
H AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
I EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
J NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
K EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. IN
ADDITION, DURING THE PERIOD JULY 1, 1986 THROUGH OCTOBER 31, 1987 FMR
WAIVED .05% OF THE ANNUAL INDIVIDUAL FUND FEE OF .35%.
L INCLUDES REIMBURSEMENT OF $.08 PER SHARE FROM FIDELITY SERVICE COMPANY
FOR ADJUSTMENTS TO PRIOR PERIODS FEES.
M INCLUDES REIMBURSEMENT OF $.03 PER SHARE FROM FMR FOR ADJUSTMENTS TO
PRIOR PERIODS' FEES.
STRATEGIC OPPORTUNITIES
 
 
 
<TABLE>
<CAPTION>
<S>      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>        <C>       <C>        
81.Sele                                          Class A                                                       Class B              
cted                                                                                                                                
Per-Sha                                                                                                                             
re Data                                                                                                                             
and                                                                                                                                 
ratios                                                                                                                              
 
82.Year  1986B     1987      1988      1989      1990      1991      1992I     1993      1994       1994E      1994D     1994E      
s ended                                                                                                                             
Septemb                                                                                                                             
er 30                                                                                                                               
 
83.Net   $ 17.81   $ 16.71   $ 19.06   $ 15.53   $ 19.55   $ 17.21   $ 21.38   $ 19.53   $ 22.52    $ 19.96    $ 19.65   $ 19.98    
asset                                                                                                                               
value,                                                                                                                              
beginnin                                                                                                                            
g of                                                                                                                                
period                                                                                                                              
 
84.Inco                                                                                                                             
me from                                                                                                                             
Investm                                                                                                                             
ent                                                                                                                                 
Operati                                                                                                                             
ons                                                                                                                                 
 
85. Ne    .08J      .46       .42       .50       .70       .66       .61       .33       .39P       .10P       .05P      .06P      
t                                                                                                                                   
investm                                                                                                                             
ent                                                                                                                                 
income                                                                                                                              
 
86. Ne    (1.18)    2.95      (1.80)    4.08      (2.49)    4.26      .58       4.44      (.81)      (.75)      .28       (.74)     
t                                                                                                                                   
realized                                                                                                                            
and                                                                                                                                 
unrealiz                                                                                                                            
ed gain                                                                                                                             
(loss)                                                                                                                              
on                                                                                                                                  
investm                                                                                                                             
ents                                                                                                                                
 
87. Tot   (1.10)    3.41      (1.38)    4.58      (1.79)    4.92      1.19      4.77      (.42)      (.65)      .33       (.68)     
al from                                                                                                                             
investm                                                                                                                             
ent                                                                                                                                 
operatio                                                                                                                            
ns                                                                                                                                  
 
88.Less                                                                                                                             
Distribut                                                                                                                           
ions                                                                                                                                
 
89. Fr    --        (.09)     (.24)     (.56)     (.55)     (.75)     (.62)     (.57)     (.43)      (.35)      --        (.47)     
om net                                                                                                                              
investm                                                                                                                             
ent                                                                                                                                 
income                                                                                                                              
 
90. Fr    --        (.97)     (1.91)    --        --        --        (2.42)    (1.21)    (1.71)     (.26)      --        (.26)     
om net                                                                                                                              
realized                                                                                                                            
gain                                                                                                                                
 
91. Tot   --        (1.06)    (2.15)    (.56)     (.55)     (.75)     (3.04)    (1.78)    (2.14)     (.61)      --        (.73)     
al                                                                                                                                  
distributi                                                                                                                          
ons                                                                                                                                 
 
92.Net   $ 16.71   $ 19.06   $ 15.53   $ 19.55   $ 17.21   $ 21.38   $ 19.53   $ 22.52   $ 19.96    $ 18.70    $ 19.98   $ 18.57    
asset                                                                                                                               
value,                                                                                                                              
end of                                                                                                                              
period                                                                                                                              
 
93.Total  (6.23)    21.28%    (4.98)    30.45%    (9.49)    29.51%    7.26%     26.33%    (2.24)%    (3.26)%    1.68%     (3.41)%   
returnG,H%                   %                   %                                                                                  
                                                                                                                                    
 
94.Net   $ 22,14   $ 283,1   $ 191,4   $ 198,1   $ 172,0   $ 199,6   $ 194,7   $ 269,8   $ 385,34   $ 375,69   $ 8,824   $ 17,090   
assets,  1         17        54        74        86        04        10        83        9          1                               
end of                                                                                                                              
period                                                                                                                              
(000                                                                                                                                
omitted)                                                                                                                            
 
95.Rati   1.50%A,K  1.67%K    1.71%     1.51%     1.59%     1.56%     1.46%     1.57%L    1.84%      1.73%A,F,Q 2.63%A,F  2.53%A,F  
o of   
expense                                                                                                                             
s to                                                                                                                                
average                                                                                                                             
net                                                                                                                                 
assets                                                                                                                              
 
96.Rati   1.50%A,K  1.67%K    1.71%     1.51%     1.59%     1.56%     1.46%     1.73%     1.85%      1.84%A,F   2.84%A,F  2.58%A,F  
o of 
expense                                                                                                                             
s to                                                                                                                                
average                                                                                                                             
net                                                                                                                                 
assets                                                                                                                              
before                                                                                                                              
expense                                                                                                                             
reductio                                                                                                                            
ns                                                                                                                                  
 
97.Rati   2.77%A    2.36%     3.10%     3.23%     3.70%     3.61%     3.22%     2.06%     1.89%      2.03%A     1.11%A    1.22%A    
o of net                                                                                                                            
investm                                                                                                                             
ent                                                                                                                                 
income                                                                                                                              
to                                                                                                                                 
average                                                                                                                             
net                                                                                                                                 
assets                                                                                                                              
 
98.Portf  225%      225%      160%      89%       114%      223%      211%      183%      159%       228%A      159%      228%A     
olio                                                                                                                                
turnover                                                                                                                            
 
</TABLE>
 
EQUITY INCOME
 
 
 
<TABLE>
<CAPTION>
<S>          
<C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>       <C>       <C>       <C>       <C>       
99.Sele                       Institutional                                                       Class A                Class B   
cted                          Class                                                                                    
Per-Sha                                                                                                               
re Data                                                                                                                 
and                                                                                                                                 
Ratios                                                                                                                 
 
 Years       
1985     1986     1987     1988     1989      1990      1991     1992     1993     1994     1992C     1993      1994      1994D     
ended                                                                                                                  
Novembe                                                                                                                 
r 30                                                                                                                   
 
100.Net      
$ 10.24  $ 11.95  $ 13.54  $ 10.93  $ 11.10   $ 12.27   $ 9.52   $ 11.08  $ 12.88  $ 14.93  $ 12.37   $ 12.86   $ 14.86   $ 15.21   
asset                                                                                                                
value,                                                                                                                    
beginnin                                                                                                                  
g of                                                                                                                      
period                                                                                                                    
 
101.Inc                                                                                                                  
ome                                                                                                                     
from                                                                                                                   
Investm                                                                                                                  
ent                                                                                                                   
Operati                                                                                                                  
ons                                                                                                                      
 
102. Ne       
 .79      .78      .76      .75      .75       .69       .63O     .49      .39      .41P      .13       .33       .28P      .08P     
t                                                                                                                       
investm                                                                                                               
ent                                                                                                                        
income                                                                                                                   
 
103. Ne       
1.69     1.92     (1.53)   1.81     1.17      (2.42)    1.52     1.79     2.02     1.05      .47       1.97      1.03      .72      
t                                                                                                                      
realized                                                                                                                 
and                                                                                                                       
unrealiz                                                                                                                  
ed                                                                                                                                  
 gain                                                                                                                     
(loss)                                                                                                                   
on                                                                                                                        
investm                                                                                                                  
ents                                                                                                                    
 
104. Tot      
2.48     2.70     (.77)    2.56     1.92      (1.73)    2.15     2.28     2.41     1.46      .60       2.30      1.31      .80      
al from                                                                                                              
investm                                                                                                                 
ent                                                                                                                       
operatio                                                                                                               
ns                                                                                                                        
 
105.Le                                                                                                                    
ss                                                                                                                     
Distribut                                                                                                                
ions                                                                                                                   
 
106. Fr       
(.77)    (.77)    (.70)    (.74)    (.75)     (.72)     (.59)    (.48)    (.36)    (.32)     (.11)     (.30)     (.21)     (.07)    
om net                                                                                                                 
investm                                                                                                                  
ent                                                                                                                      
income                                                                                                                    
 
107. Fr       
- --       (.34)    (1.14)   (1.65)   --        (.30)     --       --       --       --        --        --        --        --       
om net                                                                                                                  
realized                                                                                                             
gain                                                                                                                     
 
108. Tot      
(.77)    (1.11)   (1.84)   (2.39)   (.75)     (1.02)    (.59)    (.48)    (.36)    (.32)     (.11)     (.30)     (.21)     (.07)    
al                                                                                                                
distributi                                                                                                               
ons                                                                                                                       
 
109.Net      
$ 11.95  $ 13.54  $ 10.93  $ 11.10  $ 12.27    $ 9.52    $ 11.08  $ 12.88  $ 14.93  $ 16.07  $ 12.86  $ 14.86   $ 15.96   $ 15.94   
asset                                                                                                                   
value,                                                                                                                    
end of                                                                                                                   
period                                                                                                                    
 
110.Tot       
24.86    23.48    (7.28)   26.99    17.58      (14.90)   22.97    20.91    18.90    9.82%    4.88%     18.03     8.84%     5.25%    
al %     %        %        %        %          %         %        %        %                           %                            
returnG,H                                                                                                                  
                                                                                                                          
 
111.Net      
$ 349,2  $ 544,2  $ 443,6  $ 436,7  $ 463,6    $ 253,0   $ 168,5  $ 139,3  $ 191,1  $ 197,5  $ 1,462  $ 42,32   $ 179,5   $ 35,37   
assets,      
62       69       03       53       96         49        90       91       38       33                6         01        3         
end of                                                                                                                  
period                                                                                                                  
(000                                                                                                                      
omitted)                                                                                                              
 
112.Rat       
 .63%     .61%     .54%N    .55%N    .55%N     .61%N     .67%N    .71%N    .79%F    .71%F     1.55%A    1.77%     1.64%F    2.18%A,F 
io of                                                                           
expense                                                                                                               
s to                                                                                                                     
average                                                                                                                
net                                                                                                                    
assets                                                                                                                
 
113.Rat       
 .63%     .61%     .61%N    .65%N    .65%N      .71%N     .77%N    .79%N    .80%F    .73%F    1.55%A   1.77%     1.67%F    2.24%A,F 
io of                                                                                                      
expense                                                                                                               
s to                                                                                                                     
average                                                                                                                
net                                                                                                                          
assets                                                                                                         
before                                                                                                                  
expense                                                                                                                
reductio                                                                                                            
ns                                                                                                                    
 
114.Rat       
7.36%    6.06%    5.58%    6.86%    6.09%      6.11%     5.66%    3.77%    3.00%    2.62%    3.39%A    2.02%     1.69%     1.15%A   
io of net                                                                                                            
investm                                                                                                                  
ent                                                                                      
income                                                                                                                
to                                                                                                                    
average                                                                                                                  
net                                                                                                                      
assets                                                                                                                  
 
115.Por       
110%M    107%     137%     78%      93%        103%      91%      51%      120%     140%     51%       120%      140%      140%     
tfolio                                                                                                                   
turnover                                                                                                               
 
</TABLE>
 
A ANNUALIZED.
B AUGUST 20, 1986 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1986.
C COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.
D COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
E FOR THE THREE MONTHS ENDED DECEMBER 31, 1994.
F FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES.
G TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
H THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD FMR NOT REIMBURSED CERTAIN
EXPENSES DURING THE PERIODS SHOWN.
I AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
J NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
UNDISTRIBUTED NET INVESTMENT INCOME PER SHARE AT THE END OF THE PERIOD LESS
THE AMOUNT OF UNDISTRIBUTED NET INVESTMENT INCOME PER SHARE OF THE FUND AT
AUGUST 20, 1986.
K EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. IN
ADDITION, DURING THE PERIOD JULY 1, 1986 THROUGH OCTOBER 31, 1987 FMR
WAIVED .05% OF THE ANNUAL INDIVIDUAL FUND FEE OF .35%.
L INCLUDES REIMBURSEMENT OF $.03 PER SHARE FROM FMR FOR ADJUSTMENTS TO
PRIOR PERIODS' FEES
M IN JULY 1985, THE SEC ADOPTED REVISIONS TO EXISTING RULES WITH RESPECT TO
THE CALCULATION OF THE PORTFOLIO TURNOVER RATE. THE REVISED RULES REQUIRE
THE INCLUSION IN THE CALCULATION OF LONG-TERM U.S. GOVERNMENT SECURITIES
WHICH, PRIOR TO THESE REVISIONS, WERE EXCLUDED FROM THE CALCULATION.
N EFFECTIVE APRIL 1, 1987 TO SEPTEMBER 10, 1992, FMR REIMBURSED .10% OF THE
ANNUAL MANAGEMENT FEE OF .50%.
O INCLUDES $.04 PER SHARE FROM FOREIGN TAXES RECOVERED.
P NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
Q INCLUDES THE EFFECT OF ANNUALIZING A VOLUNTARY REIMBURSEMENT OF FEES BY
FMR.
INCOME & GROWTH
 
<TABLE>
<CAPTION>
<S>          <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>         
116.Sel                                       Class A                                                  
ected                                                                                                  
Per-Sha                                                                                                
re Data                                                                                                
and                                                                                                    
Ratios                                                                                                 
 
117.Yea      1987B      1988       1989       1990       1991       1992       1993        1994        
rs ended                                                                                               
October                                                                                                
31                                                                                                     
 
118.Net      $ 10.00    $ 9.44     $ 11.07    $ 12.77    $ 10.41    $ 14.13    $ 14.41     $ 15.91     
asset                                                                                                  
value,                                                                                                 
beginnin                                                                                               
g of                                                                                                   
period                                                                                                 
 
119.Inc                                                                                                
ome                                                                                                    
from                                                                                                   
Investm                                                                                                
ent                                                                                                    
Operati                                                                                                
ons                                                                                                    
 
120. Ne       .27        .62        1.01G      .56        .51        .50        .48         .38        
t                                                                                                      
investm                                                                                                
ent                                                                                                    
income                                                                                                 
 
121. Ne       (.63)      1.56       1.27       (1.34)     3.74       .85        2.18        (.79)      
t                                                                                                      
realized                                                                                               
and                                                                                                    
unrealiz                                                                                               
ed gain                                                                                                
(loss)                                                                                                 
on                                                                                                     
investm                                                                                                
ents                                                                                                   
 
122. Tot      (.36)      2.18       2.28       (.78)      4.25       1.35       2.66        (.41)      
al from                                                                                                
investm                                                                                                
ent                                                                                                    
operatio                                                                                               
ns                                                                                                     
 
123.Le                                                                                                 
ss                                                                                                     
Distribut                                                                                              
ions                                                                                                   
 
124. Fr       (.20)      (.55)      (.58)      (1.06)     (.53)      (.46)      (.56)       (.28)      
om net                                                                                                 
investm                                                                                                
ent                                                                                                    
income                                                                                                 
 
125. In       --         --         --         --         --         --         --          (.02)      
excess                                                                                                 
of net                                                                                                 
investm                                                                                                
ent                                                                                                    
income                                                                                                 
 
126. Fr       --         --         --         (.52)      --         (.61)      (.60)       (.49)      
om net                                                                                                 
realized                                                                                               
gain                                                                                                   
 
127. Re       --         --         --         --         --         --         --          (.04)      
turn of                                                                                                
Capital                                                                                                
 
128. Tot      (.20)      (.55)      (.58)      (1.58)     (.53)      (1.07)     (1.16)      (.83)      
al                                                                                                     
distributi                                                                                             
ons                                                                                                    
 
129.Net      $ 9.44     $ 11.07    $ 12.77    $ 10.41    $ 14.13    $ 14.41    $ 15.91     $ 14.67     
asset                                                                                                  
value,                                                                                                 
end of                                                                                                 
period                                                                                                 
 
130.Tot       (3.90)%    23.66%     21.15%     (7.15)%    41.73%     10.27%     19.66%      (2.69)%    
al                                                                                                     
returnE,F                                                                                             
                                                                                                       
 
131.Net      $ 34,376   $ 36,224   $ 46,139   $ 60,934   $ 135,53   $ 397,67   $ 1,654,1   $ 3,128,7   
assets,                                                  3          2          24          76          
end of                                                                                                 
period                                                                                                 
(000                                                                                                   
omitted)                                                                                               
 
132.Rat       2.06%A     2.06%      1.91%      1.85%      1.71%      1.60%      1.51%H      1.58%H     
io of                                                                                                  
expense                                                                                                
s to                                                                                                   
average                                                                                                
net                                                                                                    
assets                                                                                                 
 
133.Rat       2.06%A     2.06%      1.91%      1.85%      1.71%      1.60%      1.52%H      1.59%H     
io of                                                                                                  
expense                                                                                                
s to                                                                                                   
average                                                                                                
net                                                                                                    
assets                                                                                                 
before                                                                                                 
expense                                                                                                
reductio                                                                                               
ns                                                                                                     
 
134.Rat       3.95%A     5.83%      8.80%      5.29%      4.19%      3.97%      3.24%       3.79%      
io of net                                                                                              
investm                                                                                                
ent                                                                                                    
income                                                                                                 
to                                                                                                     
average                                                                                                
net                                                                                                    
assets                                                                                                 
 
135.Por       206%A      204%       151%       297%       220%       389%       200%        202%       
tfolio                                                                                                 
turnover                                                                                               
rate                                                                                                   
 
</TABLE>
 
EMERGING MARKETS INCOME
136.Sel      Class A    Class B   
ected                             
Per-Sha                           
re Data                           
 
137.Ye       1994C       1994D      
ar ended                          
Decemb                            
er 31                             
 
138.Net      $ 10.000   $ 9.700   
asset                             
value,                            
beginnin                          
g of                              
period                            
 
139.Inc                           
ome                               
from                              
Investm                           
ent                               
Operati                           
ons                               
 
140. Ne       .356       .167     
t                                 
investm                           
ent                               
income                            
 
141. Ne       (.073)     .227     
t                                 
realized                          
and                               
unrealiz                          
ed gain                           
(loss)                            
on                                
investm                           
ents                              
 
142. Tot      .283       .394     
al from                           
investm                           
ent                               
operatio                          
ns                                
 
143.Le                            
ss                                
Distribut                         
ions                              
 
144. Fr       (.353)     (.220)   
om net                            
investm                           
ent                               
income                            
 
145. In       (.150)     (.094)   
excess                            
of net                            
investm                           
ent                               
income                            
 
146. Fr       (.010)     (.010)   
om net                            
realized                          
gain                              
 
147. In       (.250)     (.250)   
excess                            
of net                            
realized                          
gain                              
 
148. Tot      (.763)     (.574)   
al                                
distributi                        
ons                               
 
149.Net      $ 9.520    $ 9.520   
asset                             
value,                            
end of                            
period                            
 
150.Tot       2.47%      3.67%    
al                                
returnE,F                           
                                  
 
151.Net      $ 30,029   $ 5,034   
assets,                           
end of                            
period                            
(000                              
omitted)                          
 
152.Rat       1.50%A      2.25%A,I   
io of                             
expense                           
s to                              
average                           
net                               
assets                            
 
153.Rat       2.15%A      2.60%A,I   
io of                             
expense                           
s to                              
average                           
net                               
assets                            
before                            
expense                           
reductio                          
ns                                
 
154.Rat       6.60%A      5.86%A    
io of net                         
investm                           
ent                               
income                            
to                                
average                           
net                               
assets                            
 
155.Por       354%A       354%A     
tfolio                            
turnover                          
 
A ANNUALIZED.
B JANUARY 6, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C 3.MARCH 10, 1994 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1994.
D COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
E TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
G NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $ .26 PER SHARE.
H FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES. 
I 1.EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE LIMITATION.
HIGH YIELD
 
<TABLE>
<CAPTION>
<S>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>        
2.Select                                      Class A                                                 Class B    
ed                                                                                                               
Per-Sha                                                                                                          
re Data                                                                                                          
and                                                                                                              
Ratios                                                                                                           
 
3.Years      1987B      1988       1989       1990       1991       1992       1993       1994        1994D      
ended                                                                                                            
October                                                                                                          
31                                                                                                               
 
4.Net        $ 10.000   $ 9.090    $ 9.860    $ 8.970    $ 8.150    $ 10.120   $ 11.070   $ 12.010    $ 11.300   
asset                                                                                                            
value,                                                                                                           
beginnin                                                                                                         
g of                                                                                                             
period                                                                                                           
 
5.Incom                                                                                                          
e from                                                                                                           
Investm                                                                                                          
ent                                                                                                              
Operati                                                                                                          
ons                                                                                                              
 
6. Net        .878       1.165      1.237      1.144      1.115      1.146      .980       .848        .223      
investm                                                                                                          
ent                                                                                                              
income                                                                                                           
 
7. Net        (.910)     .770       (.890)     (.820)     1.948      .975       1.153      (.537)      (.118)    
realized                                                                                                         
and                                                                                                              
unrealiz                                                                                                         
ed gain                                                                                                          
(loss)                                                                                                           
on                                                                                                               
investm                                                                                                          
ents                                                                                                             
 
8. Total      (.032)     1.935      .347       .324       3.063      2.121      2.133      .311        .105      
from                                                                                                             
investm                                                                                                          
ent                                                                                                              
operatio                                                                                                         
ns                                                                                                               
 
9.Less                                                                                                           
Distribut                                                                                                        
ions                                                                                                             
 
10. Fr        (.878)     (1.165)    (1.237)    (1.144)    (1.093)    (1.171)    (.963)     (.851)I      (.195)    
om net                                                                                                           
investm                                                                                                          
ent                                                                                                              
income                                                                                                           
 
11. Fr        --         --         --         --         --         --         (.230)     (.250)I      --        
om net                                                                                                           
realized                                                                                                         
gain                                                                                                             
 
12. Tot       (.878)     (1.165)    (1.237)    (1.144)    (1.093)    (1.171)    (1.193)    (1.101)     (.195)    
al                                                                                                               
distributi                                                                                                       
ons                                                                                                              
 
13.Net       $ 9.090    $ 9.860    $ 8.970    $ 8.150    $ 10.120   $ 11.070   $ 12.010   $ 11.220    $ 11.210   
asset                                                                                                            
value,                                                                                                           
end of                                                                                                           
period                                                                                                           
 
14.Total      (.81)%     22.14%     3.34%      3.58%      39.67%     21.96%     20.47%     2.64%       .93%      
returnE,F                                                                                                          
                                                                                                                 
 
15.Net       $ 9,077    $ 11,900   $ 13,315   $ 15,134   $ 38,681   $ 136,31   $ 485,55   $ 679,623   $ 16,959   
assets,                                                             6          9                                 
end of                                                                                                           
period                                                                                                           
(000                                                                                                             
omitted)                                                                                                         
 
16.Rati       1.24%A      1.10%      1.10%      1.10%      1.10%      1.10%      1.11%      1.20%       2.20%A     
o of                                                                                                             
expense                                                                                                          
s to                                                                                                             
average                                                                                                          
net                                                                                                              
assets                                                                                                           
 
17.Rati       2.25%A,G     2.22%      2.17%      2.04%      1.76%      1.16%      1.11%      1.20%       2.20%A     
o of                                                                                                             
expense                                                                                                          
s to                                                                                                             
average                                                                                                          
net                                                                                                              
assets                                                                                                           
before                                                                                                           
expense                                                                                                          
reductio                                                                                                         
ns                                                                                                               
 
18.Rati       10.74%A     11.86%     12.98%     12.72%     12.20%     9.95%      8.09%      6.92%       5.92%A     
o of net                                                                                                         
investm                                                                                                          
ent                                                                                                              
income                                                                                                           
to                                                                                                               
average                                                                                                          
net                                                                                                              
assets                                                                                                           
 
19.Portf      166%A       135%       131%       90%        103%       100%       79%        118%        118%      
olio                                                                                                             
turnover                                                                                                         
 
</TABLE>
 
STRATEGIC INCOME
20.Sele     Class A    Class B    
cted                              
Per-Sha                           
re Data                           
and                               
Ratios                            
 
21.Year     1994C       1994C       
ended                             
Decemb                            
er 31                             
 
22.Net      $ 10.000   $ 10.000   
asset                             
value,                            
beginnin                          
g of                              
period                            
 
23.Inco                           
me from                           
Investm                           
ent                               
Operati                           
ons                               
 
24. Ne       .064H       .072H      
t                                 
investm                           
ent                               
income                            
 
25. Ne       (.046)     (.078)    
t                                 
realized                          
and                               
unrealiz                          
ed gain                           
(loss)                            
on                                
investm                           
ents                              
 
26. Tot      .018       (.006)    
al from                           
investm                           
ent                               
operatio                          
ns                                
 
27.Less                           
Distribut                         
ions                              
 
28. Fr       (.098)     (.084)    
om net                            
investm                           
ent                               
income                            
 
29.Net      $ 9.920    $ 9.910    
asset                             
value,                            
end of                            
period                            
 
30.Total     .17%       (.06)%    
returnE,F                           
                                  
 
31.Net      $ 10,687   $ 9,379    
assets,                           
end of                            
period                            
(000                              
omitted)                          
 
32.Rati      1.35%A      2.10%A     
o of                              
expense                           
s to                              
average                           
net                               
assets                            
 
33.Rati      2.50%A,G     2.50%A,G    
o of                              
expense                           
s to                              
average                           
net                               
assets                            
before                            
expense                           
reductio                          
ns                                
 
34.Rati      5.80%A      5.06%A     
o of net                          
investm                           
ent                               
income                            
to                                
average                           
net                               
assets                            
 
35.Portf     104%A       104%A      
olio                              
turnover                          
 
A ANNUALIZED.
B JANUARY 5, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C OCTOBER 31, 1994 (COMMENCEMENT OF SALES OF CLASS A & CLASS B SHARES) TO
DECEMBER 31, 1994.
D COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
E TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
G EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
H NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
I THE AMOUNT SHOWN REFLECTS CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO
TAX DIFFERENCES.
 
GOVERNMENT INVESTMENT
 
<TABLE>
<CAPTION>
<S>          <C>        <C>       <C>       <C>       <C>        <C>        <C>        <C>         <C>       
36.Sele                                     Class A                                                Class B   
cted                                                                                                         
Per-Sha                                                                                                      
re Data                                                                                                      
and                                                                                                          
Ratios                                                                                                       
 
37.Year      1987B       1988      1989      1990      1991       1992       1993       1994        1994D      
s ended                                                                                                      
October                                                                                                      
31                                                                                                           
 
38.Net       $ 10.000   $ 9.200   $ 9.260   $ 9.310   $ 9.150    $ 9.590    $ 9.730    $ 10.140    $ 9.100   
asset                                                                                                        
value,                                                                                                       
beginnin                                                                                                     
g of                                                                                                         
period                                                                                                       
 
39.Inco                                                                                                      
me from                                                                                                      
Investm                                                                                                      
ent                                                                                                          
Operati                                                                                                      
ons                                                                                                          
 
40. Ne        .614       .769      .773      .735      .700       .666       .567       .515        .144     
t                                                                                                            
investm                                                                                                      
ent                                                                                                          
income                                                                                                       
 
41. Ne        (.800)     .060      .050      (.160)    .419       .125       .601       (1.031)     (.137)   
t                                                                                                            
realized                                                                                                     
and                                                                                                          
unrealiz                                                                                                     
ed gain                                                                                                      
(loss)                                                                                                       
on                                                                                                           
investm                                                                                                      
ents                                                                                                         
 
42. Tot       (.186)     .829      .823      .575      1.119      .791       1.168      (.516)      .007     
al from                                                                                                      
investm                                                                                                      
ent                                                                                                          
operatio                                                                                                     
ns                                                                                                           
 
43.Less                                                                                                      
Distribut                                                                                                    
ions                                                                                                         
 
44. Fr        (.614)     (.769)    (.773)    (.735)    (.679)     (.651)     (.558)     (.504)H      (.157)H   
om net                                                                                                       
investm                                                                                                      
ent                                                                                                          
income                                                                                                       
 
45. Fr        --         --        --        --        --         --         (.200)     (.130)H      --       
om net                                                                                                       
realized                                                                                                     
gain                                                                                                         
 
46. In        --         --        --        --        --         --         --         (.030)      --       
excess                                                                                                       
of net                                                                                                       
realized                                                                                                     
gain on                                                                                                      
investm                                                                                                      
ents                                                                                                         
 
47. Tot       (.614)     (.769)    (.773)    (.735)    (.679)     (.651)     (.758)     (.664)      (.157)   
al                                                                                                           
distributi                                                                                                   
ons                                                                                                          
 
48.Net       $ 9.200    $ 9.260   $ 9.310   $ 9.150   $ 9.590    $ 9.730    $ 10.140   $ 8.960     $ 8.950   
asset                                                                                                        
value,                                                                                                       
end of                                                                                                       
period                                                                                                       
 
49.Total      (1.84)%    9.34%     9.37%     6.48%     12.65%     8.49%      12.53%     (5.27)%     0.10%    
returnE,F                                                                                                      
                                                                                                             
 
50.Net       $ 4,584    $ 6,590   $ 8,203   $ 9,822   $ 13,058   $ 23,281   $ 69,876   $ 114,453   $ 2,062   
assets,                                                                                                      
end of                                                                                                       
period                                                                                                       
(000                                                                                                         
omitted)                                                                                                     
 
51.Rati       1.29%A      1.10%     1.10%     1.10%     1.10%      1.10%      .68%       .74%        1.70%A    
o of                                                                                                         
expense                                                                                                      
s to                                                                                                         
average                                                                                                      
net                                                                                                          
assets                                                                                                       
 
52.Rati       2.36%A      2.25%     2.75%     2.74%     2.46%      1.79%      1.32%      1.47%       2.62%A    
o of                                                                                                         
expense                                                                                                      
s to                                                                                                         
average                                                                                                      
net                                                                                                          
assets                                                                                                       
before                                                                                                       
expense                                                                                                      
reductio                                                                                                     
ns                                                                                                           
 
53.Rati       8.12%A      8.30%     8.45%     8.04%     7.47%      6.98%      6.11%      6.18%       5.22%A    
o of net                                                                                                     
investm                                                                                                      
ent                                                                                                          
income                                                                                                       
to                                                                                                           
average                                                                                                      
net                                                                                                          
assets                                                                                                       
 
54.Portf      32%A        44%       42%       31%       54%        315%       333%       313%        313%     
olio                                                                                                         
turnover                                                                                                     
 
</TABLE>
 
LIMITED TERM BOND
 
 
 
<TABLE>
<CAPTION>
<S>          
<C>       <C>       <C>       <C>      <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>       
55.Sele                                                 Institutional                               Class A             Class B   
cted                          
Per-Sha                       
re Data                       
and                           
Ratios                       
 
 Years       
1985      1986      1987      1988     1989      1990     1991     1992     1993     1994     1992C    1993     1994      1994D     
ended                         
Novembe                       
r 30                          
 
56.Net       
$ 9.960   $ 10.55   $ 11.24   $ 10.25  $ 10.18   $ 10.41  $ 10.14  $ 10.55  $ 10.64  $ 11.16  $ 10.96  $ 10.64  $ 11.14   $ 10.43   
asset     0         0         0        0         0        0        0        0        0        0        0        0         0         
value,                                                                                                                
beginnin                                                                                                                
g of                                                                                                                      
period                                                                                                                     
 
57.Inco                                                                                                                       
me from                                                                                                                  
Investm                                                                                                                 
ent                                                                                                                     
Operati                                                                                                                 
ons                                                                                                                     
 
58. Ne        
1.053     1.026     .953      .944     .937      .901     .884     .840     .832     .602     .170     .785      .609      .204     
t                                                                                                                    
investm                                                                                                                 
ent                                                                                                                       
income                                                                                                                     
 
59. Ne        
 .590      .710      (.770)    (.070)   .230     (.270)   .411     .102     .531     (.833)   (.320)   .511     (.876)   (.178)   
t                                                                                                                       
realized                                                                                                                  
and                                                                                                                           
unrealiz                                                                                                             
ed gain                                                                                                                  
 (loss)                                                                                                                 
on                                                                                                                   
investm                                                                                                                
ents                                                                                                                    
 
60. Tot       
1.643     1.736     .183      .874     1.167     .631     1.295    .942     1.363    (.231)   (.150)   1.296     (.267)    .026     
al from                                                                                                                  
investm                                                                                                            
ent                                                                                                                      
operatio                                                                                                                  
ns                                                                                                                            
 
61.Less                                                                                                                  
Distribut                                                                                                               
ions                                                                                                                
 
62. Fr        
(1.053)   (1.026)   (.953)    (.944)   (.937)    (.901)   (.885)   (.852)   (.843)   (.597)   (.170)   (.796)    (.555)    (.187)   
om net                                                                                                              
investm                                                                                                                 
ent                                                                                                                 
income                                                                                                                  
 
63. Fr        
- --        --        --        --       --         --       --       --       --       (.062)   --       --       (.058)    (.019)   
om                                                                                                                       
Return                                                                                                                  
of                                                                                                                     
Capital                                                                                                                  
 
64. Fr        
- --        (.020)    (.220)    --       --         --       --       --       --       --       --       --       --        --       
om net                                                                                                                   
realized                                                                                                                 
gain                                                                                                                      
 
65. Tot       
(1.053)   (1.046)   (1.173)   (.944)   (.937)    (.901)   (.885)   (.852)   (.843)   (.659)   (.170)   (.796)    (.613)    (.206)   
al                                                                                                                
distributi                                                                                                                
ons                                                                                                                      
 
66.Net       
$ 10.55   $ 11.24   $ 10.25   $ 10.18  $ 10.41   $ 10.14  $ 10.55  $ 10.64  $ 11.16  $ 10.27  $ 10.64  $ 11.14  $ 10.26   $ 10.25   
asset 0   0         0         0        0         0        0        0        0        0        0        0        0         0         
value,                                                                                                                
end of                                                                                                                  
period                                                                                                                   
 
67.Total      
17.40     17.04     1.78%     8.81%    12.03     6.46%    13.35    9.21%    13.17    (2.10)   (1.37)   12.50     (2.44)    .24%     
returnE,F      
%        %                             %                  %                 %        %        %        %        %                   
                                                                                                                    
 
68.Net       
$ 253,9   $ 418,6   $ 407,2   $ 418,9  $ 426,8   $ 356,5  $ 327,7  $ 160,1  $ 183,7  $ 172,1  $ 2,583  $ 59,18  $ 141,8   $ 3,156   
assets,      
13        32        28        29       32        64       56       56       90       22                4        66                  
end of                                                                                                                
period                                                                                                                   
(000                                                                                                                      
omitted)                                                                                                                  
 
69.Rati       
 .65%      .53%      .53%      .54%     .54%     .58%     .57%     .57%     .64%     .61%     .82%A    1.23%     1.02%     1.65%A   
o of                                                                                                                     
expense                                                                                                              
s to                                                                                                                      
average                                                                                                                    
net                                                                                                                       
assets                                                                                                                   
 
70.Rati       
 .65%      .53%      .53%      .54%     .54%      .58%     .57%     .57%     .64%     .61%     .82%A    1.23%     1.09%     2.41%A   
o of                                                                                                                   
expense                                                                                                                  
s to                                                                                                                     
average                                                                                                                  
net                                                                                                                        
assets                                                                                                                   
before                                                                                                                    
expense                                                                                                                  
reductio                                                                                                                 
ns                                                                                                                        
 
71.Rati       
10.29     9.22%     9.03%     9.16%    9.16%     8.90%    8.59%    7.96%    7.41%    6.45%    7.67%A   6.81%     6.04%     5.42%A   
o of net     %                                                                                                        
investm                                                                                                     
ent                                                                                                                      
income                                                                                                             
to                                                                                                                        
average                                                                                                                    
net                                                                                                                      
assets                                                                                                                   
 
72.Portf      
88%G      59%       92%       48%      87%        59%      60%      7%       59%      68%      7%       59%      68%       68%      
olio                                                                                                                      
turnover                                                                                                            
 
</TABLE>
 
A ANNUALIZED.
B JANUARY 7, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.
D COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
E TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
G IN JULY 1985, THE SEC ADOPTED REVISIONS TO EXISTING RULES WITH RESPECT TO
THE CALCULATION OF THE PORTFOLIO TURNOVER RATE. THE REVISED RULES REQUIRE
THE INCLUSION IN THE CALCULATION OF LONG-TERM U.S. GOVERNMENT SECURITIES
WHICH, PRIOR TO THESE REVISIONS, WERE EXCLUDED FROM THE CALCULATION.
H THE AMOUNT SHOWN REFLECTS CERTAIN    RECLASSIFICATIONS     RELATED TO
BOOK TO TAX DIFFERENCES.
SHORT FIXED-INCOME
 
<TABLE>
<CAPTION>
<S>         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        
73.Sele                                      Class A                                                
cted                                                                                                
Per-Sha                                                                                             
re Data                                                                                             
and                                                                                                 
Ratios                                                                                              
 
74.Year     1987B       1988       1989       1990       1991       1992       1993       1994       
s ended                                                                                             
October                                                                                             
31                                                                                                  
 
75.Net      $ 10.000   $ 10.060   $ 9.940    $ 9.950    $ 9.620    $ 9.870    $ 9.950    $ 10.090   
asset                                                                                               
value,                                                                                              
beginnin                                                                                            
g of                                                                                                
period                                                                                              
 
76.Inco      .101       .852       .832       .868       .848       .830       .732       .559      
me from                                                                                             
Investm                                                                                             
ent                                                                                                 
Operati                                                                                             
ons                                                                                                 
 Net                                                                                                
investm                                                                                             
ent                                                                                                 
income                                                                                              
 
77. Ne       .060       (.120)     .010       (.330)     .270       .071       .146       (.581)    
t                                                                                                   
realized                                                                                            
and                                                                                                 
unrealiz                                                                                            
ed gain                                                                                             
(loss)                                                                                              
on                                                                                                  
investm                                                                                             
ents                                                                                                
 
78. Tot      .161       .732       .842       .538       1.118      .901       .878       (.022)    
al from                                                                                             
investm                                                                                             
ent                                                                                                 
operatio                                                                                            
ns                                                                                                  
 
79.Less      (.101)     (.852)     (.832)     (.868)     (.868)     (.821)     (.738)     (.464)    
Distribut                                                                                           
ions                                                                                                
 From                                                                                               
net                                                                                                 
investm                                                                                             
ent                                                                                                 
income                                                                                              
 
80. In       --         --         --         --         --         --         --         (.044)    
excess                                                                                              
of net                                                                                              
investm                                                                                             
ent                                                                                                 
income                                                                                              
 
81. Re       --         --         --         --         --         --         --         (.080)    
turn of                                                                                             
Capital                                                                                             
 
82. Tot      (.101)     (.852)     (.832)     (.868)     (.868)     (.821)     (.738)     (.588)    
al                                                                                                  
Distribut                                                                                           
ions                                                                                                
 
83.Net      $ 10.060   $ 9.940    $ 9.950    $ 9.620    $ 9.870    $ 9.950    $ 10.090   $ 9.480    
asset                                                                                               
value,                                                                                              
end of                                                                                              
period                                                                                              
 
84.Total     1.61%      7.56%      8.89%      5.59%      12.19%     9.44%      9.13%      (.22)%    
returnD,E                                                                                             
                                                                                                    
 
85.Net      $ 3,252    $ 13,433   $ 12,394   $ 13,062   $ 25,244   $ 170,55   $ 654,20   $ 787,92   
assets,                                                            8          2          6          
end of                                                                                              
period                                                                                              
(000                                                                                                
omitted)                                                                                            
 
86.Rati      .90%A       .90%       .90%       .90%       .90%       .90%       .95%       .97%      
o of                                                                                                
expense                                                                                             
s to                                                                                                
average                                                                                             
net                                                                                                 
assets                                                                                              
 
87.Rati      2.15%A,F     1.84%      2.22%      1.90%      1.74%      1.03%      .95%       .97%      
o of                                                                                                
expense                                                                                             
s to                                                                                                
average                                                                                             
net                                                                                                 
assets                                                                                              
before                                                                                              
expense                                                                                             
reductio                                                                                            
ns                                                                                                  
 
88.Rati      7.65%A      8.39%      8.45%      8.86%      8.50%      7.59%      6.77%      5.91%     
o of net                                                                                            
investm                                                                                             
ent                                                                                                 
income                                                                                              
to                                                                                                  
average                                                                                             
net                                                                                                 
assets                                                                                              
 
89.Portf     119%A       178%       157%       144%       127%       57%        58%        108%      
olio                                                                                                
turnover                                                                                            
rate                                                                                                
 
</TABLE>
 
HIGH INCOME MUNICIPAL
 
<TABLE>
<CAPTION>
<S>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>        
90.Sele                                       Class A                                                 Class B    
cted                                                                                                             
Per-Sha                                                                                                          
re Data                                                                                                          
and                                                                                                              
Ratios                                                                                                           
 
91.Year      1987B       1988       1989       1990       1991       1992       1993       1994        1994C       
s ended                                                                                                          
October                                                                                                          
31                                                                                                               
 
92.Net       $ 10.000   $ 9.850    $ 10.460   $ 10.820   $ 10.870   $ 11.410   $ 11.650   $ 12.720    $ 11.610   
asset                                                                                                            
value,                                                                                                           
beginnin                                                                                                         
g of                                                                                                             
period                                                                                                           
 
93.Inco                                                                                                          
me from                                                                                                          
Investm                                                                                                          
ent                                                                                                              
Operati                                                                                                          
ons                                                                                                              
 
94. Ne        .092       .750       .800       .811       .803       .774       .710       .689        .188      
t                                                                                                                
investm                                                                                                          
ent                                                                                                              
income                                                                                                           
 
95. Ne        (.150)     .610       .410       .150       .660       .250       1.100      (1.430)     (.400)    
t                                                                                                                
realized                                                                                                         
and                                                                                                              
unrealiz                                                                                                         
ed gain                                                                                                          
(loss)                                                                                                           
on                                                                                                               
investm                                                                                                          
ents                                                                                                             
 
96. Tot       (.058)     1.360      1.210      .961       1.463      1.024      1.810      (.741)      (.212)    
al from                                                                                                          
investm                                                                                                          
ent                                                                                                              
operatio                                                                                                         
ns                                                                                                               
 
97.Less                                                                                                          
Distribut                                                                                                        
ions                                                                                                             
 
98. Fr        (.092)     (.750)     (.800)     (.811)     (.803)     (.774)     (.710)     (.689)      (.188)    
om net                                                                                                           
investm                                                                                                          
ent                                                                                                              
income                                                                                                           
 
99. Fr        --         --         (.050)     (.100)     (.120)     (.010)     (.030)     (.060)      --        
om net                                                                                                           
realized                                                                                                         
gain                                                                                                             
 
100. In       --         --         --         --         --         --         --         (.010)      --        
excess                                                                                                           
of net                                                                                                           
realized                                                                                                         
gain                                                                                                             
 
101. Tot      (.092)     (.750)     (.850)     (.911)     (.923)     (.784)     (.740)     (.759)      (.188)    
al                                                                                                               
distributi                                                                                                       
ons                                                                                                              
 
102.Net      $ 9.850    $ 10.460   $ 10.820   $ 10.870   $ 11.410   $ 11.650   $ 12.720   $ 11.220    $ 11.210   
asset                                                                                                            
value,                                                                                                           
end of                                                                                                           
period                                                                                                           
 
103.Tot       (.58)%     14.22%     12.05%     9.28%      14.02%     9.21%      15.95%     (6.03)%     (1.86)%   
al                                                                                                               
returnD,E                                                                                                          
                                                                                                                 
 
104.Net      $ 1,275    $ 3,290    $ 6,669    $ 22,702   $ 67,135   $ 156,65   $ 497,57   $ 544,422   $ 9,968    
assets,                                                             9          5                                 
end of                                                                                                           
period                                                                                                           
(000                                                                                                             
omitted)                                                                                                         
 
105.Rat       .80%A       .89%       .90%       .90%       .90%       .90%       .92%       .89%        2.09%A     
io of                                                                                                            
expense                                                                                                          
s to                                                                                                             
average                                                                                                          
net                                                                                                              
assets                                                                                                           
 
106.Rat       2.25%A      2.25%F      2.75%F      2.09%      1.24%      .96%       .92%       .89%        2.09%A     
io of                                                                                                            
expense                                                                                                          
s to                                                                                                             
average                                                                                                          
net                                                                                                              
assets                                                                                                           
before                                                                                                           
expense                                                                                                          
reductio                                                                                                         
ns                                                                                                               
 
107.Rat       7.24%A      7.33%      7.60%      7.37%      7.08%      6.59%      5.59%      5.78%       4.58%A     
io of net                                                                                                        
investm                                                                                                          
ent                                                                                                              
income                                                                                                           
to                                                                                                               
average                                                                                                          
net                                                                                                              
assets                                                                                                           
 
108.Por       --         19%        27%        11%        10%        13%        27%        38%         38%       
tfolio                                                                                                           
turnover                                                                                                         
 
</TABLE>
 
A ANNUALIZED.
B SEPTEMBER 16, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
D TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
E THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
F EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
LIMITED TERM TAX-EXEMPT 
 
 
 
<TABLE>
<CAPTION>
<S>          
<C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>       <C>       <C>      <C>       <C>       <C>       
109.Sel                                              Institutional                                  Class A               Class B   
ected                                                Class   
Per-Sha                         
re Data                         
and                             
Ratios                          
 
 Years       
1985B    1986     1987     1988     1989     1990      1991     1992     1993      1994      1992D    1993      1994      1994E     
ended                                                                                                                  
Novembe                                                                                                                    
r 30                                                                                                                   
 
110.Net      
$ 10.00  $ 10.28  $ 10.99  $ 10.38  $ 10.52  $ 10.61   $ 10.64  $ 10.80  $ 11.08   $ 10.460  $ 11.01  $ 11.08   $ 10.460  $ 9.890   
asset        
0        0        0        0        0        0         0        0        0                   0        0                
value,                                                                                                                   
beginnin                                                                                                               
g of                                                                                                                      
period                                                                                                                  
 
111.Inc                                                                                                                 
ome                                                                                                                    
from                                                                                                                      
Investm                                                                                                                 
ent                                                                                                                       
Operati                                                                                                                  
ons                                                                                                                      
 
112. Ne       
 .130     .671     .641     .650     .674     .689      .682     .666     .536      .481      .131     .508      .455       .155     
t                                                                                                                        
investm                                                                                                                    
ent                                                                                                                       
income                                                                                                                   
 
113. Ne       
 .280     .760     (.540)   .140     .090     .030      .160     .280     .260      (1.030)   .070     .260      (1.040)   (.490)   
t                                                                                                                      
realized                                                                                                                  
and                                                                                                                     
unrealiz                                                                                                                  
ed                                                                                                                     
 gain                                                                                                                    
(loss)                                                                                                                  
on                                                                                                                         
investm                                                                                                                   
ents                                                                                                                    
 
114. Tot      
 .410     1.431    .101     .790     .764     .719      .842     .946     .796      (.549)    .201     .768      (.585)    (.335)   
al from                                                                                                               
investm                                                                                                                 
ent                                                                                                                        
operatio                                                                                                                
ns                                                                                                                    
 
115.Les                                                                                                                 
s                                                                                                                     
Distribut                                                                                                               
ions                                                                                                                   
 
116. Fr       
(.130)   (.671)   (.641)   (.650)   (.674)   (.689)    (.682)   (.666)   (.536)    (.481)    (.131)   (.508)    (.455)    (.155)   
om net                                                                                                                   
investm                                                                                                                 
ent                                                                                                                      
income                                                                                                                 
 
117. Fr       
- --       (.050)   (.070)   --       --       --        --       --       (.880)    --        --       (.880)    --        --       
om net                                                                                                                   
realized                                                                                                                  
gain                                                                                                                       
 
118. In       
- --       --       --       --       --       --        --       --       --        (.020)    --       --        (.020)     --       
excess                                                                                                                 
of net                                                                                                                      
realized                                                                                                                 
gain                                                                                                                     
 
119. Tot      
(.130)   (.721)   (.711)   (.650)   (.674)   (.689)    (.682)   (.666)   (1.416)   (.501)    (.131)   (1.388)   (.475)    (.155)   
al                                                                                                                    
distributi                                                                                                            
ons                                                                                                                        
 
120.Net      
$ 10.28  $ 10.99  $ 10.38  $ 10.52  $ 10.61  $ 10.64   $ 10.80  $ 11.08  $ 10.46   $ 9.410   $ 11.08  $ 10.46   $ 9.400   $ 9.400   
asset 0  0        0        0        0        0         0        0        0                   0        0                 
value,                                                                                                                  
end of                                                                                                                    
period                                                                                                                   
 
121.Tot       
4.12%    14.39%   .97%     7.77%    7.50%    7.04%     8.15%    9.01%    8.01%     (5.43)%   1.37%    7.72%     (5.78)%    (3.44)   
al                                                                                                                       
returnF,G                                                                                                                  
                                                                                                                     
 
122.Net      
$ 94,39  $ 161,0  $ 162,8  $ 132,4  $ 121,4  $ 111,50  $ 100,2  $ 28,42  $ 15,07   $ 11,702  $ 1,752  $ 39,80   $ 57,382  $ 1,682   
assets,      
1        45       57       43       18       6         94       8        6                            0
end of                                                                                                                   
period                                                                                                                        
(000                                                                                                                     
omitted)                                                                                                               
 
123.Rat       
 .69%A    .58%     .59%     .63%     .65%     .62%      .61%     .66%     .65%      .65%      1.04%A   .90%      .90%       1.65%A   
io of                                                                                                                      
expense                                                                                                                   
s to                                                                                                                      
average                                                                                                                    
net                                                                                                                    
assets                                                                                                                  
 
124.Rat       
 .69%A    .58%     .59%     .63%     .65%     .62%      .61%     .67%     .83%      .76%      1.06%A   1.36%     1.04%      2.36%A   
io of                                                                                                                
expense                                                                                                               
s to                                                                                                                      
average                                                                                                                     
net                                                                                                                      
assets                                                                                                                 
before                                                                                                                    
expense                                                                                                                    
reductio                                                                                                               
ns                                                                                                                      
 
125.Rat       
6.33%A   6.29%    6.01%    6.20%    6.45%    6.53%     6.40%    6.05%    5.01%     4.75%     5.65%A   4.76%     4.49%      3.74%A   
io of net                                                                                                            
investm                                                                                                               
ent                                                                                                                        
income                                                                                                                   
to                                                                                                                         
average                                                                                                                   
net                                                                                                                         
assets                                                                                                                    
 
126.Por       
103%A    34%      43%      24%      31%       32%       20%      36%      46%       53%       36%      46%       53%       53%      
tfolio                                                                                                                   
turnover                                                                                                              
 
</TABLE>
 
SHORT-INTERMEDIATE TAX-EXEMPT
 
<TABLE>
<CAPTION>
<S>                                                                      <C>        
127.Selected Per-Share Data and Ratios                                   Class A    
 
128.Year ended November 30                                               1994C       
 
129.Net asset value, beginning of period                                 $ 10.000   
 
130.Income from Investment Operations                                     .259      
 Net interest income                                                                
 
131. Net realized and unrealized gain (loss) on investments               (.230)    
 
132. Total from investment operations                                     .029      
 
133.Less Distributions                                                    (.259)    
 From net interest income                                                           
 
134.Net asset value, end of period                                       $ 9.770    
 
135.Total returnF,G                                                         .27%      
 
136.Net assets, end of period (000 omitted)                              $ 16,563   
 
137.Ratio of expenses to average net assets                               .75%A,H     
 
138.Ratio of expenses to average net assets before expense reductions     1.54%A,H    
                                                                                    
 
139.Ratio of net interest income to average net assets                    3.74%A     
 
140.Portfolio turnover rate                                               111%A      
 
</TABLE>
 
A ANNUALIZED.
B SEPTEMBER 19, 1985 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30, 1985.
C MARCH 16, 1994 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30, 1994.
D COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.
E COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
F TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
G THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
H FMR VOLUNTARILY AGREED TO LIMIT THE EXPENSES (EXCLUDING INTEREST, TAXES
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES) TO .75% OF AVERAGE NET
ASSETS.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN and/or YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
Average annual total returns covering periods of less than one year assume
that performance will remain constant for the rest of the year.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders. This difference may
be significant for a fund whose investments are denominated in foreign
currencies.
In calculating yield   ,     a fund may from time to time use a security's
coupon rate instead of its yield to maturity in order to reflect the risk
premium on that security. This practice will have the effect of reducing a
fund's yield. 
A    TAX-EQUIVALENT YIELD s    hows what an investor would have to earn
before taxes to equal a tax-free yield.
Each class of a growth or growth and income fund may quote its adjusted NAV
including all distributions paid. This value may be averaged over specified
periods and may be used to calculate a moving average.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report, please contact your
Investment Professional, or call 1-800-843-3001.
   THE FUNDS IN DETAIL    
 
 
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Equity Portfolio Growth is a
diversified fund of Fidelity Advisor Series I, a Massachusetts business
trust organized on June 24, 1983. Growth Opportunities, Income & Growth,
High Yield, Government Investment and Short Fixed-Income are diversified
funds of Fidelity Advisor Series II, a Massachusetts business trust
organized on April 24, 1986. Equity Income is a diversified fund of
Fidelity Advisor Series III, a Massachusetts business trust organized on
May 17, 1982. Limited Term Bond is a diversified fund of Fidelity Advisor
Series IV, a Massachusetts business trust organized on May 6, 1983. Global
Resources and High Income Municipal are diversified funds of Fidelity
Advisor Series V, a Massachusetts business trust organized on April 24,
1986. Limited Term Tax-Exempt is a diversified fund and Short-Intermediate
Tax-Exempt is a non-diversified fund of Fidelity Advisor Series VI, a
Massachusetts business trust organized on June 1, 1983. Overseas is a
diversified fund of Fidelity Advisor Series VII, a Massachusetts business
trust organized on March 21, 1980. Emerging Markets Income and Strategic
Income are non-diversified funds and Strategic Opportunities is a
diversified fund of Fidelity Advisor Series VIII, a Massachusetts business
trust organized on September 23, 1983. Each trust is an open-end management
investment company. There is a remote possibility that one fund might
become liable for a misstatement in the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
The transfer agent will mail proxy materials in advance, including a voting
card and information about the proposals to be voted on. For shareholders
of Overseas, Equity Portfolio Growth, Strategic Opportunities, Emerging
Markets Income and Strategic Income, you are entitled to one vote for each
share you own. For shareholders of Global Resources, Growth Opportunities,
Equity Income, Income & Growth, High Yield, Government Investment, Limited
Term Bond, Short Fixed-Income, High Income 
Municipal, Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt, the
number of votes you are entitled to is based upon the dollar value of your
investment.
Separate votes are taken by each class of shares,        fund, or trust, if
a matter affects just that class of shares, fund, or trust, respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operation.
The funds are managed by FMR, which chooses    their     investments and
handles    their     business affairs. FMR chooses the investments for each
fund (except Government Investment, High Income Municipal, Limited Term
Tax-Exempt and Short-Intermediate Tax-Exempt) with the assistance of
foreign affiliates.
As of    April 30,     1995, FMR advised funds having approximately
   20     million shareholder accounts with a total value of more than
$   285     billion.
Affiliates assist FMR with foreign securities: Fidelity Management &
Research (U.K.) Inc. (FMR U.K.), in London, England; Fidelity Management &
Research Far East Inc. (FMR Far East), in Tokyo, Japan; Fidelity
International Investment Advisors (FIIA), in Pembroke, Bermuda; Fidelity
International Investment Advisors (U.K.) Limited (FIIAL U.K.), in Kent,
England; and Fidelity Investment Japan Ltd. (FIJ), in Tokyo, Japan.
   John H. Carlson is manager of Advisor Emerging Markets Income, which he
has managed since joining Fidelity in June 1995. Mr. Carlson also manages
New Markets Income. Previously, he was executive director of Emerging
Markets at Lehman Brothers. From 1990 to 1992, Mr. Carlson was executive
vice president for Daiwa Securities America.    
Bettina E. Doulton has been manager of Advisor Equity Income since August
1993, VIP Equity-Income since July 1993    and Value Fund since March
1995    . Previously, she managed Select Automotive and assisted on
Magellan(registered trademark). Ms. Doulton also served as an analyst
following the domestic and European automotive and tire manufacturing
industry as well as the gaming and lodging industry. She joined Fidelity in
1986.
Margaret L. Eagle is vice president and manager of Advisor High
Yield   ,     which she has managed since it began in January 1987.
Previously, she managed Spartan High Income and High Income (now 
Capital & Income). She also managed the bond portion of Puritan(registered
trademark). Ms. Eagle joined Fidelity in 1980.
Daniel R. Frank is vice president and manager of Advisor Strategic
Opportunities   ,     which he has managed since its inception in December
1983. Previously he was an assistant to Peter Lynch on Magellan(registered
trademark). Mr. Frank joined Fidelity in 1979.
Michael S. Gray is vice president and manager of Advisor Limited Term
Bond   ,     which he has managed since September 1987. Mr. Gray also
manages Investment Grade Bond, Spartan Investment Grade Bond, and
Intermediate Bond. Mr. Gray joined Fidelity in 1982.
Robert E. Haber is vice president and manager of Advisor Income &
Growth   ,     which he has managed since January 1987. Mr. Haber also
manages Balanced and co-manages Global Balanced. Previously, he managed
Convertible Securities. Mr. Haber joined Fidelity in 1985.
John R. Hickling is    vice president and     manager of Advisor
Overseas   ,     which he has managed since February 1993. Mr. Hickling
also manages Overseas and VIP: Overseas. Previously he managed Emerging
Markets, Europe, Pacific Basin, Japan, and International Growth & Income.
Mr. Hickling joined Fidelity in 1982.
Robert Ives is manager of Advisor Government Investment, which he has
managed since February 1995. Mr. Ives also manages Spartan Government
Income and Government Securities. Previously, he managed Ginnie Mae   ,    
Spartan Ginnie Mae   , and Mortgage Securities    . Mr. Ives joined
Fidelity in 1991, after receiving an M.B.A. from the University of Chicago.
Malcolm W. MacNaught is vice president and manager of Advisor Global
Resources   ,     which he has managed since December 1987. Mr. MacNaught
also manages Select Precious Metals and Minerals and Select American Gold.
Mr. MacNaught joined Fidelity in 1968.
Charles Morrison is manager of Advisor Short Fixed-Income   ,     which he
has managed since February 1995. He also manages Spartan Short-Term
   Income     and Short-Term Bond. Mr. Morrison is vice president of
Fidelity Management Trust Company. He joined Fidelity in 1987.
David Murphy is manager of Advisor Limited Term Tax-Exempt and Advisor
Short-Intermediate Tax-Exempt. Mr. Murphy also manages Limited Term
Municipal, Spartan Intermediate Municipal, Spartan New Jersey Municipal
High Yield, Spartan New York Intermediate Municipal, and Spartan
Short-Intermediate Municipal. Previously, he managed Spartan California
Intermediate Municipal. Mr. Murphy joined Fidelity in 1989.
Robert E. Stansky is vice president and manager of Advisor Equity Portfolio
Growth   ,     which he has managed since April 1987. Mr. Stansky also
manages Growth Company. Previously, he managed Emerging Growth and Select
Defense and Aerospace. Mr. Stansky joined Fidelity in 1983.
Donald G. Taylor is manager of Advisor Strategic Income which he has
managed since October 1994. Mr. Taylor also manages VIP II: Investment
Grade Bond. In addition, he manages Income Plus for Fidelity International.
Previously, he managed Short-Term Bond, Spartan Short-Term Bond, Advisor
Short Fixed-Income, Corporate Trust, Qualified Dividend, and Utilities
Income. Mr. Taylor joined Fidelity in 1986.
George A. Vanderheiden is vice president and manager of Advisor Growth
Opportunities   ,     which he has managed since November 1987.    Mr.
Vanderheiden     also manages Destiny I and Destiny II. He is a managing
director of FMR Corp.,    and l    eader of the    g    rowth
   g    roup   . Mr. Vanderheiden joined Fidelity in 1971.    
Guy E. Wickwire is        vice president and manager of Advisor High Income
Municipal   ,     which he has managed since July        1994. Mr.   
    Wickwire also manages Massachusetts Tax-Free High Yield and Insured
Tax-Free.    Previously, he managed High Yield Tax-Free.     Mr. Wickwire
joined Fidelity in 1981.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
FDC distributes and markets Fidelity's funds and services. Fidelity
Investments Institutional Operations Company (FIIOC) performs transfer
agent servicing functions for the Institutional Class shares of    each    
fund.
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Through ownership of voting common stock, members of the Edward C.
Johnson 3d family form a controlling group with respect to FMR Corp.
Changes may occur in the Johnson family group, through death or disability,
which would result in changes in each individual family member's holding of
stock. Such changes could result in one or more family members becoming
holders of over 25% of the stock. FMR Corp. has received an opinion of
counsel that changes in the composition of the Johnson family group under
these circumstances would not result in the termination of the funds'
management or distribution contracts and, accordingly, would not require a
shareholder vote to continue operation under those contracts.
Fidelity International Limited (FIL), is the parent company of FIIA, FIJ,
and FIIAL U.K. The Johnson family group also owns, directly or indirectly,
more than 25% of the voting common stock of FIL.
   UMB Bank, n.a. (UMB)     is the transfer agent for High Income
Municipal, Limited Term Tax-Exempt and Short-Intermediate
Tax-Exempt   ,     although it employs FIIOC to perform these functions for
Institutional Class shares of each fund. UMB is located at 1010 Grand
Avenue, Kansas City, Missouri 64106.
A broker-dealer may use a portion of the commissions paid by Overseas,
Equity Portfolio Growth, Global Resources, Growth Opportunities, Strategic
Opportunities, Equity Income, Income & Growth   , and High Yield     to
reduce custodian or transfer agent fees for those funds. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
a fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
The value of each fund's domestic and foreign investments varies    in
response to     many factors. Stock values fluctuate in response to the
activities of individual companies, and general market and economic
conditions. 
The value of bonds fluctuates based on changes in interest rates,    market
conditions, other economic and political news, and on their quality and
maturity    . In general, bond prices rise when interest rates fall, and
vice versa. This effect is usually more pronounced for longer-term
securities.    Lower-quality securities offer higher yields, but also carry
more ri    sk. 
   A     fund   '    s focus on international investing involves increased
or additional risks from those above.    Investments in foreign securities
may involve risks in addition to those of U.S. investments, including    
increased    political and     economic risks   ,     as    well as
exposure to currency fluctuations    . This is especially true for emerging
markets.    B    ecause many of the fund   s    ' investments are
denominated in foreign currencies, changes in the value of foreign
currencies can significantly affect a fund's share price. FMR may use a
variety of investment techniques to either increase or decrease a fund's
investment exposure to any currency.
FMR may use various investment techniques to hedge a    portion of the    
funds   '     risks, but there is no guarantee that these strategies will
work as FMR intends. When you sell your shares, they may be worth more or
less than what you paid for them.
If you are subject to the federal alternative minimum tax, you should note
that High Income Municipal may invest up to 100% of its assets and each of
Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt may invest up to
20% of its assets in municipal securities issued to finance private
activities. The interest from these investments is a tax-preference item
for purposes of the tax.
OVERSEAS FUND seeks growth of capital primarily through investments in
foreign securities. 
The fund defines foreign securities as securities of issuers whose
principal activities are outside of the United States. The fund currently
intends to invest at least 65% of its total assets in securities of issuers
from at least three different countries outside of North America (the
United States, Canada, Mexico and Central America). There is no limit on
investments in any one region, country, or currency, although the fund
normally invests in at least three different countries. The fund expects to
invest most of its assets in securities of issuers located in developed
countries in these general geographic areas: the Americas (other than the
United States), the Far East and Pacific Basin, and Western Europe.
The fund may invest in many types of issuers, including companies and other
business organizations as well as governments and their agencies. The fund
expects that equity securities (including shares of closed-end investment
companies and depositary receipts) will account for the majority of its
investments. Although the majority of the fund's investments are expected
to be in equity securities, the fund may also purchase debt securities,
including lower-quality, higher yielding securities. FMR will not emphasize
income in choosing investments unless FMR believes the income will
contribute to the securities' growth potential. FMR may also invest a
portion of the fund's assets in high-quality, short-term debt securities,
bank deposits and money market instruments (including repurchase
agreements) denominated in U.S. dollars or foreign currencies.
FMR determines where an issuer is located by looking at such factors as its
country of organization, the primary trading market for its securities, and
the location of its assets, personnel, sales, and earnings. When allocating
the fund's investments among countries and regions, FMR considers such
factors as the potential for economic growth, expected levels of inflation,
governmental policies and the outlook for currency relationships. Although
the fund may invest significantly in the United States, the fund currently
intends to be as fully invested in non-U.S. issuers as is practicable in
light of the fund's cash flow and cash needs.
EQUITY PORTFOLIO GROWTH 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   .    
The fund, under normal conditions, will invest at least 65% of its total
assets in common and preferred stock. The fund looks for domestic and
foreign companies with above-average growth characteristics compared to the
average of the companies included in the S&P 500. Growth may be measured by
factors such as earnings or gross sales. Companies with strong growth
potential often have new products, technologies, distribution channels, or
other opportunities. As a general rule, these companies may include
smaller, less well-known companies, and companies whose stocks have higher
than average price/earnings (P/E) ratios. The market prices of these stocks
may be particularly sensitive to economic, market, or company news. FMR may
also pursue growth in larger or revitalized companies or companies that
hold a strong position in the market. These growth characteristics may be
found in mature or declining industries.
GLOBAL RESOURCES FUND seeks long-term growth of capital and protection of
the purchasing power of shareholders' capital by investing primarily in
securities of foreign and domestic companies that own or develop natural
resources, or supply goods and services to such companies, or in physical
commodities.
The fund, under normal conditions, will invest at least 65% of its total
assets in securities of foreign and domestic companies that own or develop
natural resources, or supply goods and services to such companies, or in
physical commodities.    FMR will seek securities whose prices directly
reflect positive changes in the value of an underlying natural resource or
whose issuers will benefit from particular phases in the overall economic
cycle.     Accordingly, the fund may shift its emphasis from one natural
resource industry to another depending upon prevailing trends or
developments. The fund may also invest in securities of companies in other
industries, and in corporate and governmental debt securities of all types.
The fund expects to invest a majority of its assets in the securities of
companies that have their principal business activities in at least three
different countries (including the United States).
A company will be deemed to have substantial ownership of, or activities in
natural resources if, at the time those company's securities are acquired,
at least 50% of the company's assets are involved, either directly or
through subsidiaries, in exploring, mining, refining, processing,
transporting, fabricating, dealing in, or owning natural resources. Natural
resources include precious metals (e.g., gold, platinum and silver),
ferrous and nonferrous metals (e.g., iron, aluminum and copper), strategic
metals (e.g., uranium and titanium), hydrocarbons (e.g., coal,        oil
and natural gases), chemicals, forest products, real estate, food products
and other basic commodities. 
Although the fund is authorized to invest up to 50% of its assets in
physical commodities, it currently intends to invest no more than 25% of
its total assets in them, and intends to limit its physical commodity
investments to readily marketable precious metals. Precious metals, at
times, have been subject to substantial price fluctuations over short
periods of time and may be affected by unpredictable international monetary
and political policies such as currency devaluations or revaluations,
economic and social conditions within a country, trade imbalances, or trade
or currency restrictions between countries.
GROWTH OPPORTUNITIES FUND seeks to provide capital growth by investing
primarily in common stocks and securities convertible into common stocks.
The fund, under normal conditions, will invest at least 65% of its total
assets in securities of companies that FMR believes have long-term growth
potential. Although the fund invests primarily in common stock and
securities convertible into common stock, it has the ability to purchase
other securities, such as preferred stock and bonds, that may produce
capital growth. The fund may invest in foreign securities without
limitation.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a "special
situation."
Under normal conditions, the fund will invest at least 65% of its total
assets in companies involving a special situation. The term "special
situation" refers to FMR's identification of an unusual, and possibly
non-repetitive, development taking place in a company or a group of
companies in an industry.
A special situation may involve one or more of the following
characteristics:
(small solid bullet)        A technological advance or discovery, the
offering of a new or unique product or service, or changes in consumer
demand or consumption forecasts.
(small solid bullet)        Changes in the competitive outlook or growth
potential of an industry or a company within an industry, including changes
in the scope or nature of foreign competition or the development of an
emerging industry.
(small solid bullet)        New or changed management, or material changes
in management policies or corporate structure.
(small solid bullet)        Significant economic or political occurrences
abroad, including changes in foreign or domestic import and tax laws or
other regulations.
(small solid bullet) Other events, including natural disasters, favorable
litigation settlements, or a major change in demographic patterns.
"Special situations" often involve breaks with past experience. They can be
relatively aggressive investments.        In seeking capital appreciation,
the fund also may invest in securities of companies not involving a special
situation, but which are companies with valuable fixed assets and whose
securities are believed by FMR to be undervalued in relation to the
companies' assets, earnings, or growth potential. FMR intends to invest
primarily in common stocks and securities that are convertible into common
stocks; however, it also may invest in debt securities of all types and
quality if FMR believes that investing in these securities will result in
capital appreciation. The fund may invest up to 30% of its assets in
foreign investments.
EQUITY INCOME FUND seeks a yield from dividend and interest income which
exceeds the composite dividend yield on securities comprising the S&P 500.
In addition, consistent with the primary objective of obtaining dividend
and interest income, the fund will consider the potential for achieving
capital appreciation.
Under normal conditions,    the fund     will invest at least 65% of its
total assets in income-producing equity securities. For purposes of this
policy, equity securities are defined as common and preferred stocks. The
balance of the fund's assets will tend to be invested in debt securities, a
high percentage of which are expected to be convertible into common stocks.
The fund does not intend to invest in securities of issuers without proven
earnings and/or credit histories. Because the fund invests for income, as
well as capital appreciation, investors should not expect capital
appreciation comparable with funds which seek only capital appreciation.
The yield on the fund's assets generally will increase or decrease from
year to year in accordance with market conditions and in relation to the
changes in yields of the stocks included in the S&P 500.
INCOME & GROWTH FUND seeks both income and growth of capital by investing
in a diversified portfolio of equity and fixed-income securities with
income, growth of income and capital appreciation potential.
The fund invests in equity securities, convertible securities, common and
preferred stocks, and fixed-income securities that provide income or
opportunities for capital growth. The fund may buy securities that are not
currently paying income but offer prospects for future income. The fund may
invest in securities of foreign issuers. In selecting investments for the
fund, FMR will consider such factors as the issuer's financial strength,
its outlook for increased dividend or interest payments, and the potential
for capital gains.
EMERGING MARKETS INCOME FUND seeks a high level of current income by
investing primarily in debt securities and other instruments of issuers in
emerging markets. As a secondary objective, the fund seeks capital
appreciation.
The fund, under normal conditions, will invest at least 65% of its total
assets in debt securities and other instruments of issuers in emerging
markets. Countries with emerging markets include countries (i) that have an
emerging stock market, as defined by the International Finance Corporation,
(ii) with low-to middle-income economies, according to the World Bank, or
(iii) that are listed in World Bank publications as "developing." 
The fund emphasizes countries with relatively low gross national product
per capita compared to the world's major economies, and with the potential
for rapid economic growth. FMR expects that emerging market opportunities
will be found mainly in Latin America, Asia, Africa, and emerging European
nations. FMR determines where an issuer is located by looking at such
factors as its country of organization, the primary trading market for its
securities, and the location of its assets, personnel, sales, and earnings.
There is no limit on investments in any one region, country, or currency,
although the fund normally invests in at least three different countries.
The fund may also invest a portion of its assets in common and preferred
stocks of emerging markets issuers, debt securities of non-emerging market
foreign issuers, and lower-quality debt securities of U.S. issuers. FMR
does not currently anticipate that these investments will exceed
approximately 20% of the fund's total assets.    The fund may invest in
securities of any maturity.     In addition, for cash management purposes,
the fund will ordinarily invest a portion of its assets in high-quality,
short-term debt securities and money market instruments, including
repurchase agreements and bank deposits denominated in U.S. or foreign
currencies.
HIGH YIELD FUND seeks a combination of a high level of income and the
potential for capital gains by investing in a diversified portfolio
consisting primarily of high-yielding, fixed-income and zero coupon
securities, such as bonds, debentures and notes, convertible securities and
preferred stocks.
The fund, under normal conditions, will invest at least 65% of its total
assets in income producing debt securities and preferred stocks, including
convertible and zero coupon securities. The fund may also invest in
securities issued or guaranteed by the U.S. Government, any state or any of
their respective subdivisions, agencies or instrumentalities, and
securities of foreign issuers, including securities of foreign governments.
The fund may invest up to 35% of its total assets in equity securities,
including common stocks, warrants and rights.
STRATEGIC INCOME FUND seeks a high level of current income by investing
primarily in debt securities. The fund may also seek capital appreciation.
The fund invests primarily in fixed-income securities, allocated among
three broad categories: (1) U.S. government securities, including mortgage
securities and securities issued by government agencies; (2) corporate
securities, including lower-quality, high-yield securities as well as
investment-grade corporate bonds; and (3) foreign corporate and
governmental securities, including emerging market instruments and
securities of issuers in more developed markets. Although FMR expects that
the fund will normally have investments in each of the three asset
categories, there is no limit on the amount that the fund may invest in any
one type of fixed-income securities. Diversification, when successful, can
mean higher returns with decreased volatility. By allocating its
investments across different types of fixed-income securities, the fund
attempts to moderate the significant investment risks of each category
through diversification. However, each category may decline at the same
time. FMR regularly reviews the fund's allocation and makes changes
gradually over time to favor investments that it believes provide the most
favorable outlook for achieving the fund's objective.
GOVERNMENT INVESTMENT FUND seeks a high level of current income by
investing primarily in obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities.
The fund, under normal circumstances, will invest at least 65% of its total
assets in government securities. The fund considers "government securities"
to include those which are subject to repurchase agreements. The fund
invests primarily in obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities, including U.S.
Treasury bonds, notes and bills, Government National Mortgage Association
mortgage-backed pass-through certificates (Ginnie Maes) and mortgage-backed
securities issued by the Federal National Mortgage Association (Fannie
Maes) or the Federal Home Loan Mortgage Corporation (Freddie Macs). These
securities may or may not be fully backed by the U.S. Government. In
seeking current income, the fund also may consider the potential for
capital gain.
LIMITED TERM BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed   -    income obligations.
The fund invests primarily in fixed-income obligations of all types. The
fund may invest in domestic and foreign investment grade securities. When
consistent with its primary objective, the fund may also seek capital
appreciation. 
   Under normal conditions, the fund maintains a dollar-weighted average
maturity of 10 years or less, but individual securities may be of any
maturity. In determining a security's maturity for purposes of calculating
the fund's average maturity, estimates of the expected time for its
principal to be repaid may be used. This can be substantially shorter than
its stated final maturity.    
SHORT FIXED-INCOME FUND seeks to obtain a high level of current income,
consistent with the preservation of capital, by investing primarily in a
broad range of investment-grade fixed-income securities. Where appropriate
the fund will take advantage of opportunities to realize capital
appreciation. 
Under normal conditions, at least 65% of the fund's total assets will be
invested in fixed-income securities of all types, which may include
convertible and zero coupon securities. The fund may invest a portion of
its assets in securities issued by foreign companies and foreign
governments. 
   Under normal conditions, the fund maintains a dollar-weighted average
maturity of three years or less, but individual securities may be of any
maturity. In determining a security's maturity for purposes of calculating
the fund's average maturity, estimates of the expected time for its
principal to be repaid may be used. This can be substantially shorter than
its stated final maturity.     
HIGH INCOME MUNICIPAL FUND seeks to provide a high current yield by
investing in a diversified portfolio of municipal obligations whose
interest is not included in gross income for purposes of calculating
federal income tax.
The fund normally invests so that at least 80% of its net assets is
invested in municipal obligations whose interest is free from federal
income tax. The fund may invest in medium- and lower-quality municipal
obligations. The fund may invest more than 25% of its    total     assets
in securities whose revenue sources are from similar types of projects
(e.g., education, electric utilities, health care, housing, transportation,
or water, sewer and gas utilities) or whose issuers share the same
geographic location. The fund may invest up to 100% of its assets in
municipal obligations subject to the federal alternative minimum tax. 
   The fund may purchase long-term municipals with maturities of 20 years
or more, which generally produce higher yields than short-term municipals.
The fund also may purchase short-term municipal obligations in order to
provide for short-term capital needs. The average maturity of the fund is
currently expected to be greater than 20 years, but individual securities
may be of any maturity.    
LIMITED TERM TAX-EXEMPT FUND seeks the highest level of income exempt from
federal taxes that can be obtained consistent with the preservation of
capital.
The fund normally will invest so that 80% or more of its net assets will be
invested in securities whose interest is free from federal tax. The fund
invests in municipal obligations rated investment grade or higher. The fund
may also invest    more than     25% of its total assets in securities
whose revenue sources are from similar types of projects (e.g., education,
electric utilities, health care, housing, transportation or water, sewer,
and gas utilities) or whose issuers share the same geographic location. The
fund may, under normal circumstances, invest up to 20% of its net assets in
obligations subject to the federal alternative minimum tax. 
   Under normal conditions, at least 80% of the fund's net assets will be
invested in obligations having remaining maturities of 15 years or less,
but individual securities may be of any maturity. Under normal conditions,
the fund maintains a dollar-weighted average maturity of 10 years or less,
but individual securities may be of any maturity. In determining a
security's maturity for purposes of calculating the fund's average
maturity, estimates of the expected time for its principal to be repaid may
be used. This can be substantially shorter than its stated final
maturity.    
SHORT   -    INTERMEDIATE TAX-EXEMPT FUND seeks as high a level of current
income, exempt from federal income tax, as is consistent with preservation
of capital.
The fund invests primarily in municipal securities. The fund normally will
invest so that 80% or more of its net assets will be invested in securities
whose interest is free from federal income tax. The fund may, under normal
circumstances, invest up to 20% of its net assets in municipal securities
subject to the federal alternative minimum tax. The fund may invest any
portion of its assets in industrial revenue bonds (IRBs) backed by private
issuers, and may invest up to 25% of its total assets in IRBs related to a
single industry. The fund may also invest 25% or more of its total assets
in securities whose revenue sources are from similar types of projects
(e.g., education, electric utilities, health care, housing, transportation,
or water, sewer and gas utilities) or whose issuers share the same
geographic location.
Under normal conditions, the fund maintains a dollar-weighted average
maturity of between two and four years, but individual securities may be of
any maturity. In determining a security's maturity for purposes of
calculating the fund's average maturity, estimates of the expected time for
its principal to be repaid may be used. This can be substantially shorter
than its stated final maturity.
TEMPORARY DEFENSIVE INVESTMENT POLICIES. FMR normally invests each fund's
assets according to its investment strategy. 
Overseas, Equity Portfolio Growth, Global Resources, Growth Opportunities,
Strategic Opportunities, Equity Income,    High Yield,     and Income &
Growth each reserve the right to invest without limitation in preferred
stocks and investment-grade debt instruments for temporary, defensive
purposes.
Emerging Markets Income, Strategic Income, Government Investment, Limited
Term Bond and Short Fixed-Income    each     reserve the right to invest
without limitation in investment-grade money market or short-term debt
instruments for temporary, defensive purposes.
High Income Municipal, Limited Term Tax-Exempt, and Short-Intermediate
Tax-Exempt each do not expect to invest in federally taxable obligations.
Each, however, reserves the right to invest without limitation in
short-term instruments, to hold a substantial amount of uninvested cash, or
to invest more than normally permitted in federally taxable obligations for
temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, and strategies FMR may employ in
pursuit of a fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. A complete listing of each fund's policies
and limitations and more detailed information about each fund's investments
is contained in the funds SAI. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help a fund
achieve its goal. Current holdings and recent investment strategies are
described in a fund's financial reports, which are sent to shareholders
twice a year. For a free SAI or financial report, call your Investment
Professional.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of its total assets, each of Overseas,
Global Resources, Growth Opportunities, Equity Income, Income & Growth,
High Yield, Government Investment, Limited Term Bond, Short Fixed-Income,
High Income Municipal and Limited Term Tax-Exempt may not purchase more
than 10% of the outstanding voting securities of    any     issuer.
With respect to 100% of its assets   ,     each of Equity Portfolio Growth
and Strategic Opportunities may not purchase more than 10% of the
outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values.    In
general, bond prices rise when interest rates fall, and vice versa.
    Debt securities, loans, and other direct debt have varying degrees of
quality and varying levels of sensitivity to changes in interest rates.
Longer-term bonds are generally more sensitive to interest rate changes
than short-term bonds.
Taxable lower-quality debt securities (sometimes called "junk bonds"), and
tax-exempt lower-quality debt securities    (sometimes called "municipal
junk bonds") often have     speculative    characteristics     and involve
greater risk of default or price changes due to changes in the issuer's
creditworthiness, or they may already be in default. The market prices of
these securities may fluctuate more than higher-quality securities and may
decline significantly in periods of general    or regional     economic
difficulty.
The table    on the following page     provides a summary of ratings
assigned to debt holdings (not including money market instruments) in the
funds' portfolios. These figures are dollar-weighted averages of month-end
portfolio holdings during fiscal 1994, and are presented as a percentage of
total security investments. These percentages are historical and do not
necessarily indicate a fund's current or future debt holdings.
FISCAL 1994 DEBT HOLDINGS, BY RATING
 (AS A % OF    INVESTMENTS     IN EACH RATING CATEGORY)  (AS A % OF
   INVESTMENTS     IN EACH RATING CATEGORY)
 INVESTMENT GRADE  LOWER QUALITY 
STANDARD & POOR'S CORPORATION  AAA, AA, A  BBB BB B CCC CC,C D NR
EQUITY FUNDS:
Overseas .43   -- -- -- -- -- -- .61
Equity Portfolio Growth --   -- .01 -- -- -- -- .01
Global Resources --   -- -- -- -- -- -- --
Growth Opportunities 6.38   -- -- -- -- -- -- .17
Strategic Opportunities 15.67   -- .28 .33 -- .04 .76 1.29
Equity Income 2.03   .50 .38 2.17 .03 -- -- .50
Income & Growth 19.17   2.93 4.39 4.28 .97 -- -- 11.79
TAXABLE/INCOME
Emerging Markets Income --   -- 9.37 5.32 -- -- -- 54.79
High Yield .79   .26 8.02 32.56 4.79 .61 4.69 29.11
Strategic Income 31.24   .69 2.84 20.62 -- -- -- 10.73
Government Investment 89.71   -- -- -- -- -- -- .56
Limited Term Bond 69.85   .12 -- -- -- -- -- .09
Short Fixed-Income 28.28   21.14 6.40 .69 -- -- -- 16.94
TAX-EXEMPT/MUNICIPAL FUNDS:
High Income Municipal 32.93   22.73 6.31 2.32 -- -- -- 31.76
Limited Term Tax-Exempt 78.53   -- -- -- -- -- -- 10.16
Short   -    Intermediate Tax-Exempt 64.65   -- 9.86 -- -- -- -- 10.96
MOODY'S INVESTOR SERVICE, INC.
  Aaa, Aa, A  Baa Ba B Caa Ca C --
EQUITY FUNDS:
Overseas .49   -- -- .50 -- -- -- .05 
Equity Portfolio Growth --   -- .02 -- -- -- -- --
Global Resources --   -- -- -- -- -- -- --
Growth Opportunities 6.42   -- -- .13 -- -- -- --
Strategic Opportunities 15.67   -- .61 -- .88 .03 .04 1.14
Equity Income 2.13   .61 .19 2.38 -- -- -- .32
Income & Growth 20.40   1.97 3.92 8.48 .55 .25 -- 7.97
TAXABLE/INCOME
Emerging Markets Income 1.01   -- 8.44 16.37 -- -- -- 43.66
High Yield --   .18 3.71 38.04 7.49 2.77 .56 28.07
Strategic Income 31.24   -- 1.49 22.86 -- -- -- 10.51
Government Investment 90.27   -- -- -- -- -- -- --
Limited Term Bond 69.25   .72 -- -- -- -- -- .09
Short Fixed-Income 29.78   21.17 9.90 3.27 -- -- -- 9.32
TAX-EXEMPT/MUNICIPAL FUNDS:
High Income Municipal 27.46   28.41 10.76 1.38 -- -- -- 28.05
Limited Term Tax-Exempt 88.37   -- -- -- -- -- -- .33
Short   -    Intermediate Tax-Exempt 69.51   7.11 2.75 -- -- -- -- 6.10
FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT. 
THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT RATED DIRECTLY OR
INDIRECTLY BY MOODY'S OR S&P AMOUNTED TO    .05% 
(OVERSEAS), 0% (EQUITY PORTFOLIO GROWTH), 0% (GLOBAL RESOURCES), 0% (GROWTH
OPPORTUNITIES), 1.14% (STRATEGIC 
OPPORTUNITIES),     .31% (EQUITY INCOME),        4.85% (INCOME & GROWTH),
   41.73% (EMERGING MARKETS INCOME), 22.19% (HIGH 
YIELD), 5.51% (STRATEGIC INCOME),     AND 7.85% FOR (SHORT FIXED-INCOME).
THESE PERCENTAGES MAY INCLUDE SECURITIES 
RATED BY OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS WELL AS UNRATED
SECURITIES. FMR HAS DETERMINED THAT UNRATED 
SECURITIES THAT ARE LOWER QUALITY ACCOUNT FOR    0% (OVERSEAS), 0% (EQUITY
PORTFOLIO GROWTH), 0% (GLOBAL RESOURCES), 0% 
(GROWTH OPPORTUNITIES), 1.14% (STRATEGIC OPPORTUNITIES), .31% (EQUITY
INCOME), 3.87% (INCOME & GROWTH), 41.51% 
(EMERGING MARKETS INCOME), 22.19% (HIGH YIELD), 5.51% (STRATEGIC INCOME),
AND 3.88% FOR (SHORT FIXED-INCOME)     OF 
EACH FUND'S TOTAL SECURITY INVESTMENTS. REFER TO THE FUND'S    APPENDIX    
FOR A MORE COMPLETE DISCUSSION OF THESE RATINGS.
THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT RATED BY MOODY'S AND S&P
AMOUNTED TO 20.86% (HIGH INCOME 
MUNICIPAL), 0% (LIMITED TERM TAX-EXEMPT) AND 1.46% (SHORT-INTERMEDIATE
TAX-EXEMPT). THESE PERCENTAGES MAY 
INCLUDE SECURITIES RATED BY OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS
WELL AS UNRATED SECURITIES. FMR HAS 
DETERMINED THAT UNRATED SECURITIES THAT ARE LOWER QUALITY ACCOUNT FOR
18.09% (HIGH INCOME MUNICIPAL), 0% (LIMITED 
TERM TAX-EXEMPT) AND 0% (SHORT-INTERMEDIATE TAX-EXEMPT) OF EACH FUND'S
SECURITY INVESTMENTS. REFER TO THE 
   APPENDIX     FOR A MORE COMPLETE DISCUSSION OF THESE RATINGS.
   
RESTRICTIONS: For all funds,    except     Short-Intermediate Tax-Exempt,
purchase of a debt security is consistent with a fund's debt quality policy
if it is rated at or above the stated level by Moody's or rated in the
equivalent categories by S&P, or is unrated but judged to be of equivalent
quality by FMR.
Limited Term Bond currently intends to limit its investments in debt
securities to those of Baa-quality and above, and currently intends to
limit its investments in debt securities rated Baa to 5% of its assets.
Short Fixed-Income currently intends to limit its investments in lower than
Baa-quality debt securities to 35% of its assets and currently intends to
limit its investments in debt securities to B-quality and above.
Global Resources currently intends to limit its investments in lower than
Baa-quality debt securities to 35% of its assets and currently intends to
limit its investments in debt securities to Caa-quality and above.
Each of    Overseas,     Equity Portfolio Growth, Growth Opportunities,
Strategic Opportunities   , Equity Income, and Income & Growth    
currently intends to limit its investments in lower than Baa-quality debt
securities to 35% of its assets.
   Government Investment currently intends to limit its investments in debt
securities to A quality and above.
Limited Term Tax-Exempt currently intends to limit its investments in debt
securities to those of Baa- quality and above, and currently intends to
limit its investments in debt securities rated Baa to 25% of its
assets.    
Purchase of a debt security is consistent with Short-Intermediate
Tax-Exempt's debt quality policy if, with respect to 60% of its assets, it
is judged by FMR to be of equivalent quality to debt securities rated A or
better by Moody's or S&P. The fund currently intends to limit its
investments in debt securities rated below Baa by Moody's or BBB by S&P, or
unrated debt securities judged by FMR to be of equivalent quality, to 5% of
its assets. The fund currently intends to limit its investments in debt
securities to Ba-quality and above.
MONEY    M    ARKET    I    NSTRUMENTS are high-quality instruments that
present minimal credit risk. They may include U.S. Government obligations,
commercial paper and other short-term corporate obligations, and
certificates of deposit, bankers' acceptances, bank deposits, and other
financial institution obligations. These instruments may carry fixed or
variable interest rates.
U.S. GOVERNMENT SECURITIES are high-quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. Government. Not all U.S. Government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
purposes, including general financing for state and local governments, or
financing for specific projects or public facilities. They may be issued in
anticipation of future revenues, and may be backed by the full taxing power
of a municipality, the revenues from a specific project, or the credit of a
private organization. A security's credit may be enhanced by a bank,
insurance company, or other entity. The value of some or all municipal
securities may be affected by uncertainties in the municipal market related
to legislation or litigation involving the taxation of municipal securities
or the rights    of     municipal securities holders. A fund may own a
municipal security directly or through a participation interest.
EXPOSURE TO FOREIGN MARKETS Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, with   h    olding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign securities may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile.
AMERICAN DEPOSITARY RECEIPTS AND EUROPEAN DEPOSITARY RECEIPTS (ADRS AND
EDRS) are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution. Designed
for use in U.S. and European securities markets, respectively, ADRs and
EDRs are alternatives to the purchase of the underlying securities in their
national markets and currencies.
ASSET-BACKED SECURITIES may include interests in pools of the following:
purchase contracts, financing leases, or sales agreements entered into by
municipalities; lower-rated debt securities; or consumer loans. The value
of these securities may be significantly affected by changes in interest
rates, the market's perception of issuers, and the creditworthiness of the
parties involved. Certain asset-backed securities rely on continued
payments by a municipality, and may also be subject to prepayment risk.
MORTGAGE SECURITIES are interests in pools of commercial or residential
mortgages, and may include complex instruments such as collateralized
mortgage obligations and stripped mortgage-backed securities. Mortgage
securities may be issued by the U.S. Government or by private entities. For
example, Ginnie Maes are interests in pools of mortgage loans insured or
guaranteed by a U.S. Government agency. Because mortgage securities pay
both interest and principal as their underlying mortgages are paid off,
they are subject to prepayment risk. This is especially true for stripped
securities. Also, the value of a mortgage security may be significantly
affected by changes in interest rates. Some mortgage securities may have a
structure that makes their reaction to interest rates and other factors
difficult to predict, making their value highly volatile.
VARIABLE AND FLOATING RATE SECURITIES may have interest rates that move in
tandem with a benchmark, helping to stabilize their prices. Inverse
floaters have interest rates that move in the opposite direction from the
benchmark, making the instrument's market value more volatile.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. Their risks are similar to those of other debt securities,
although they may be more volatile and the value of certain types of
stripped securities may move in the same direction as interest rates.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
FOREIGN REPURCHASE AGREEMENTS may be less well secured than U.S. repurchase
agreements, and may be denominated in foreign currencies. They also may
involve greater risk of loss if the counterparty defaults. Some
counterparties in these transactions may be less creditworthy than those in
U.S. markets.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
temporarily transfers possession of a portfolio instrument to another party
in return for cash. This could increase the risk of fluctuation in the
fund's yield or in the market value of its assets.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
OTHER MUNICIPAL SECURITIES may include general obligations of U.S.
territories and possessions such as Guam, the Virgin Islands, and Puerto
Rico, and their political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) an instrument to the
issuer or a financial intermediary. In exchange for this benefit, a fund
may pay periodic fees or accept a lower interest rate. Demand features and
standby commitments are types of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a fund and may involve a small investment of
cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that the fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid    securities and some other     securities,   
    may be subject to legal restrictions. Difficulty in selling securities
may result in a loss or may be costly to a fund.
RESTRICTIONS. Each    fund (except Overseas, Emerging Markets Income, High
Yield, and Strategic Income)     may not purchase a security if, as a
result, more than 10% of its net assets would be invested in illiquid
securities. 
Each of Overseas, Emerging Markets Income, High Yield, and Strategic Income
may not purchase a security if, as a result, more than 15% of its net
assets would be invested in illiquid securities. 
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect a fund's yield. 
WARRANTS are instruments which entitle the holder to buy underlying equity
securities at a specific price for a specific period of time. A warrant
tends to be more volatile than its underlying securities and ceases to have
value if it is not exercised prior to its expiration date. In addition,
changes in the value of a warrant do not necessarily correspond to changes
in the value of its underlying securities.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type. A fund that is not diversified may be more sensitive to
changes in the market value of    any     issuer or industry.
 RESTRICTIONS: With respect to 100% of its assets, each of Equity Portfolio
Growth and Strategic Opportunities may not purchase a security if, as a
result, more than 5% would be invested in the securities of a   ny    
issuer.
With respect to 75% of its total assets, each of Overseas, Global
Resources, Growth Opportunities, Equity Income, Income & Growth, High
Yield, Government Investment, Limited Term Bond, Short Fixed-Income, High
Income Municipal, and Limited Term Tax-Exempt may not purchase a security
if, as a result, more than 5% would be invested in the securities of
   any     issuer. 
Emerging Markets Income, Strategic Income and Short-Intermediate Tax-Exempt
are considered non-diversified. Generally, to meet federal tax requirements
at the close of each quarter, each fund does not invest more than 25% of
its total assets in any issuer and, with respect to 50% of total assets,
does not invest more than 5% of its total assets in any issuer.
These limitations do not apply to U.S. government securities.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 33% of its total assets.
LENDING securities to broker-dealers and institutions, including
   Fidelity Brokerage Services, Inc. (FBSI)    , an affiliate of FMR, is a
means of earning income. This practice could result in a loss or a delay in
recovering a fund's securities. A fund may also lend money to other funds
advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of each fund's
total assets; however High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt do not currently intend to make loans.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval. 
OVERSEAS FUND seeks growth of capital primarily through investments in
foreign securities. 
EQUITY PORTFOLIO GROWTH 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.
GLOBAL RESOURCES FUND seeks long-term growth of capital and protection of
the purchasing power of shareholders' capital by investing primarily in
securities of foreign and domestic companies that own or develop natural
resources, or supply goods and services to such companies, or in physical
commodities. 
GROWTH OPPORTUNITIES FUND seeks to provide capital growth by investing
primarily in common stocks and securities convertible into common stocks.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a "special
situation." Under normal conditions, the fund will invest at least 65% of
its total assets in companies involving a special situation. FMR intends to
invest primarily in common stocks    and securities that are convertible
into common stocks    ; however, it    also may     invest in debt
securities of all types and quality if FMR believes that investing in these
securities will result in capital appreciation. The fund may invest up to
30% of its assets in foreign investments.
EQUITY INCOME seeks a yield from dividend and interest income which exceeds
the composite dividend yield on securities comprising the S&P 500. In
addition, consistent with the primary objective of obtaining dividend and
interest income, the fund will consider the potential for achieving capital
appreciation.
INCOME & GROWTH FUND seeks both income and growth of capital by investing
in a diversified portfolio of equity and fixed-income securities with
income, growth of income and capital appreciation potential.
EMERGING MARKETS INCOME FUND seeks a high level of current income by
investing primarily in debt securities and other instruments of issuers in
emerging markets. As a secondary objective, the fund seeks capital
appreciation.
HIGH YIELD FUND seeks a combination of a high level of income and the
potential for capital gains by investing in a diversified portfolio
consisting primarily of high-yielding, fixed-income and zero coupon
securities, such as bonds, debentures and notes, convertible securities and
preferred stocks.
STRATEGIC INCOME FUND seeks a high level of current income by investing
primarily in debt securities. The fund may also seek capital appreciation.
GOVERNMENT INVESTMENT FUND seeks a high level of current income by
investing primarily in obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities.
LIMITED TERM BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed income obligations.
SHORT FIXED-INCOME FUND seeks to obtain a high level of current income,
consistent with the preservation of capital, by investing primarily in a
broad range of investment-grade fixed-income securities. Where appropriate
the fund will take advantage of opportunities to realize capital
appreciation.
HIGH INCOME MUNICIPAL FUND seeks to provide a high current yield by
investing in a diversified portfolio of municipal obligations whose
interest is not included in gross income for purposes of calculating
federal income tax.    The fund normally invests so that at least 80% of
its net assets is invested in municipal obligations whose interest is free
from federal income tax.    
LIMITED TERM TAX-EXEMPT FUND seeks the highest level of income exempt from
federal taxes that can be obtained consistent with the preservation of
capital.    The fund normally will invest so that 80% or more of its net
assets will be invested in securities whose interest is free from federal
income tax.     
SHORT INTERMEDIATE TAX-EXEMPT FUND seeks as high a level of current income,
exempt from federal income tax, as is consistent with preservation of
capital.    The fund normally invests so that 80% or more of its net assets
will be invested in securities whose interest is free from federal income
tax.     
With respect to 75% of its total assets,        each of Overseas, Global
Resources, Growth Opportunities, Equity Income, Income & Growth, High
Yield, Government Investment, Limited Term Bond, Short   
    Fixed   -    Income, High Income Municipal and Limited Term Tax-Exempt
may not purchase a security if, as a result, more than 5% would be invested
in the securities of a single issuer. With respect to 100% of its assets,
each of Equity Portfolio Growth and Strategic Opportunities may not
purchase a security if, as a result, more than 5% would be invested in
   the securities of     any issuer.
With respect to 75% of its total assets, each of Overseas, Global
Resources, Growth Opportunities, Equity Income, Income & Growth, High
Yield, Government Investment, Limited Term Bond, Short Fixed-Income, High
Income Municipal and Limited Term Tax-Exempt may not purchase more than 10%
of the outstanding voting securities of a single issuer. With respect to
100% of its assets, each of Equity Portfolio Growth and Strategic
Opportunities may not purchase more than 10% of the outstanding voting
securities of a single issuer.
Each fund may borrow only for temporary or emergency purposes, but not in
an amount exceeding 33 1/3% of its total assets.
Loans, in the aggregate, may not exceed 33 1/3% of each fund's total
assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations.    E    xpenses paid out of    each class's     assets are
reflected in    that class's     share price or dividends; they are neither
billed directly to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services for certain of the funds. Each fund also
pays OTHER EXPENSES, which are explained on page .
FMR may, from time to time, agree to reimburse a fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by    a     fund if expenses fall below the specified limit prior to
the end of the fiscal year. Reimbursement arrangements, which may be
terminated at any time without notice, can decrease    a     fund's
expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Equity Income
pays FMR a monthly management fee at a flat annual rate of 0.50% of its
average net assets. The fee for Equity Portfolio Growth, Global Resources,
Income & Growth, Emerging Markets Income, High Yield, Strategic Income,
Government Investment, Limited Term Bond, Short Fixed-Income, High Income
Municipal, Limited Term Tax-Exempt, and Short-Intermediate Tax-Exempt is
calculated by adding a group fee rate to an individual fee rate, and
multiplying the result by each fund's average net assets. The fee for
Overseas, Growth Opportunities and Strategic Opportunities is determined by
taking a basic fee and then applying a performance adjustment. The
performance adjustment either increases or decreases the management fee,
depending on how well each fund has performed relative to the Morgan
Stanley Capital International Europe   ,     Australia, Far East Index for
Overseas or the S&P 500 for each of Growth Opportunities and Strategic
Opportunities. 
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. For Overseas, Equity Portfolio Growth, Global
Resources, Growth Opportunities, Strategic Opportunities, and Income &
Growth (the Equity Funds), this rate cannot rise above 0.52%, and it drops
as total assets under management increase. For Emerging Markets Income,
High Yield, Strategic Income, Government Investment, Limited Term Bond,
Short Fixed-Income, High Income Municipal, Limited Term Tax-Exempt and
Short-Intermediate Tax-Exempt (the Fixed-Income Funds) this rate cannot
rise above 0.37%, and it drops as total assets under management increase.
The basic fee rate (calculated monthly) is calculated by adding a group fee
rate to an individual fund fee rate, and multiplying the result by each
fund's average net assets.
The performance adjustment rate is calculated monthly by comparing the
performance of    each of     Overseas, Growth Opportunities and Strategic
Opportunities to that of the respective indices over the most recent
36-month period. The difference is translated into a dollar amount that is
added to or subtracted from the basic fee. The maximum annualized
performance adjustment rate is +/- 0.20%.
Investment performance will be measured separately for each class of shares
offered by Strategic Opportunities, Growth Opportunities, and Overseas and
the least of the results obtained will be used in calculating the
performance adjustment.
   The following table states the management fee ratio for each fund as of
its most recent fiscal year end.    
                                    Group           Individual   Total       
                                    Fee Rate        Fund Fee     Manageme    
                                                    Rate         nt Fee      
 
Overseas   [D]                       0.32%           0.45%        0.80%      
 
Equity Portfolio Growth              0.32%           0.32%[A]     0.64%[A]   
 
Global Resources                     0.32%           0.45%        0.77%      
 
Growth Opportunities   [D]           0.32%           0.30%        0.69%      
 
Strategic Opportunities   [D]        0.32%           0.30%        0.67%[C]   
 
Equity Income                       N/A             N/A           0.50%      
 
Income & Growth                      0.32%           0.20%        0.52%      
 
Emerging Markets Income              0.16%           0.55%        0.70%[C]   
 
High Yield                           0.1   6    %    0.45%        0.60%      
 
Strategic Income                     0.16%           0.45%        0.60%[C]   
 
Government Investment                0.16%           0.30%        0.46%      
 
Limited Term Bond                    0.16%           0.25%[B]     0.41%      
 
Short Fixed-Income                   0.16%           0.30%        0.46%      
 
High Income Municipal                0.16%           0.25%        0.41%      
 
Limited Term Tax-Exempt              0.16%           0.25%        0.41%      
 
Short-Intermediate Tax-Exempt        0.16%           0.25%        0.41%[C]   
 
[A] EFFECTIVE AUGUST 1, 1994, FMR VOLUNTARILY AGREED TO REDUCE THE FUND'S
INDIVIDUAL FUND FEE RATE FROM 0.33% TO 0.30%. IF THIS REDUCTION WERE NOT IN
EFFECT DURING FISCAL 1994, THE TOTAL FEE WOULD HAVE BEEN 0.65%.
[B] ON DECEMBER 14, 1994, SHAREHOLDERS OF THE FUND APPROVED AN INCREASE OF
THE INDIVIDUAL FUND FEE RATE FROM 0.25% TO 0.30% EFFECTIVE FEBRUARY 24,
1995.
[C] ANNUALIZED.
[D] THE BASIC FEE RATE FOR FISCAL 1994 WAS 0.77% FOR OVERSEAS, 0.62% FOR
GROWTH OPPORTUNITIES AND 0.62% FOR STRATEGIC OPPORTUNITIES.
FMR HAS SUB-ADVISORY AGREEMENTS with four affiliates: FMR U.K., FMR Far
East, FIJ, and FIIA. FIIA in turn has a sub-advisory agreement with FIIAL
U.K. These sub-advisers are compensated for providing FMR with investment
research and advice on issuers based outside the United States. FMR pays
FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively, of the
costs of providing these services. FMR pays FIJ and FIIA a fee equal to 30%
of its management fee rate associated with investments for which the
sub-adviser provided investment advice.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K., FMR Far East, FIJ, and FIIA a fee equal to 50%
of its management fee rate with respect to a fund's investments that the
sub-adviser manages on a discretionary basis. FIIA pays FIIAL U.K. a fee
equal to 110% of the cost of providing these services.
For fiscal 1994, FMR, on behalf of each fund with sub-advisory agreements,
paid FMR U.K., FMR Far East, F   I    J and FIIA fees amounting to less
than 0.01% of each fund's average net assets.    FMR, on behalf of
    Limited Term Bond, did not pay fees to    either     FMR U.K.,   
or     FMR Far East        for fiscal 1994.
OTHER EXPENSES
While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for the Institutional Class of Overseas, Equity
Portfolio Growth, Global Resources, Growth Opportunities, Strategic
Opportunities, Equity Income, Income & Growth, Emerging Markets Income,
High Yield, Strategic Income, Government Investment, Limited Term Bond and
Short Fixed-Income    (the Taxable Funds)    . Fidelity Service Co. (FSC)
calculates the NAV and dividends for the Institutional Class of the Taxable
Funds, maintains the general accounting records   ,     and administers the
securities lending program for each of the Taxable Funds. In fiscal 1994,
fees paid by the Institutional Class to FIIOC amounted to: 0.11% (Equity
Portfolio Growth), 0.12% (Equity Income), and 0.11% (Limited Term Bond), of
   the     Institutional Class   's     average net assets. For fiscal
1994, fees paid to FSC amounted to: 0.04% (Equity Portfolio Growth), 0.06%
(Equity Income), and 0.04% (Limited Term Bond), of each fund's average net
assets.
UMB has entered into sub-arrangements pursuant to which FIIOC performs
certain transfer agency, dividend disbursing and shareholder services for
Institutional Class shares of each of High Income Municipal, Limited Term
Tax-Exempt and Short-Intermediate Tax-Exempt (the Tax-Exempt Funds). UMB
has entered into sub-arrangements pursuant to which FSC calculates the NAV
and dividends for the Institutional Class of the Tax-Exempt Funds, and
maintains each Tax-Exempt Fund's general accounting records. All of the
fees are paid to FIIOC and FSC by UMB, which is reimbursed by the
Institutional Class or    a     fund, as appropriate, for such payments. 
In fiscal 1994, fees paid by UMB to FIIOC on behalf of the Institutional
Class of Limited Term Tax-Exempt amounted to 0.07% of its average net
assets, and fees paid by UMB to FSC on behalf of Limited Term Tax-Exempt
amounted to 0.07% of its average net assets.
Each fund has adopted a DISTRIBUTION AND SERVICE PLAN on behalf of
Institutional Class. Each    P    lan recognizes that FMR may use its
resources, including management fees, to pay expenses associated with the
sale of Institutional Class shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the    funds'     Institutional Class
shares. The Board of Trustees has authorized such payments    for Limited
Term Bond, Equity Income, and Equity Portfolio Growth    . Institutional
Class does not pay FMR separate fees for this service.
Each fund also pays other expenses, such as legal, audit, and custodian
fees; in some instances, proxy solicitation costs; and the compensation of
trustees who are not affiliated with Fidelity. A broker-dealer may use a
portion of the commissions paid by    certain     fund   's     to reduce
the fund's custodian or transfer agent fees.
The portfolio turnover rate for fiscal 1994 was 34%    for     Overseas,
137%    for     Equity Portfolio Growth, 125%    for     Global Resources,
43%    for     Growth Opportunities, 228%    (    annualized   ) for    
Strategic Opportunities, 140%    for     Equity Income, 202%    for    
Income & Growth, 354%    (    annualized   ) for     Emerging Markets
Income, 118%    for     High Yield, 104%    (    annualized   ) for
    Strategic Income,        313%    for     Government Investment,    68%
for Limited Term Bond,     108%    for     Short Fixed   -    Income,
38%    for     High Income Municipal, 53%    for     Limited Term
Tax-Exempt, and 111%    (    annualized   ) for     Short-Intermediate
Tax-Exempt. These rates vary from year to year. High turnover rates
increase transaction costs and may increase taxable capital gains. FMR
considers these effects when evaluating the anticipated benefits of
short-term investing.
   YOUR ACCOUNT    
 
 
TYPES OF ACCOUNTS
If you invest through an Investment Professional, read that Investment
Professional's program materials in conjunction with this prospectus for
additional service features or fees that may apply. Certain features of the
funds, such as minimum initial or subsequent investment amounts, may be
modified in these programs, and administrative charges may be imposed for
the services rendered.
The different ways to set up (register) your account with Fidelity are
listed    on the right.    
The account guidelines that follow may not apply to certain funds or to
certain retirement accounts. For instance, tax-free funds are not available
for purchase in retirement accounts. If your employer offers a fund through
a retirement program, contact your employer for more information. Otherwise
call your Investment Professional directly.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT (THE FOLLOWING OPTIONS ARE AVAILABLE ONLY FOR TAXABLE FUNDS)
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 401(K) PLANS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
(solid bullet) MONEY PURCHASE/PROFIT SHARING PLANS (KEOGH PLANS) are tax
deferred pension accounts designated for employees of unincorporated
businesses or for persons who are self-employed.
   GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA). Contact your Investment
Professional.    
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Contact your Investment Professional.
HOW TO BUY SHARES
INSTITUTIONAL CLASS'S SHARE PRICE, called NAV, is calculated every business
day. Institutional Class shares are sold without a sales charge.
Shares are purchased at the next NAV calculated after your order is
received and accepted by the transfer agent. NAV is normally calculated at
4:00 p.m. Eastern time.
If you are placing your order through an Investment Professional, it is the
responsibility of your Investment Professional to transmit your order to
buy shares to the transfer agent before 4:00 p.m. Eastern time.
The transfer agent must receive payment within    three     business days
after an order for shares is placed; otherwise your purchase order may be
canceled and you could be held liable for resulting fees and/or losses.
IF YOU ARE NEW TO THE FIDELITY ADVISOR FUNDS, complete and sign an account
application and mail it along with your check. You may also open your
account by wire as described below. If there is no account application
accompanying this prospectus, call your Investment Professional or
1-800-843-3001.
If you are investing through a tax-sheltered retirement plan, such as an
IRA, for the first time, you will need a special application. Contact your
Investment Professional for more information and a retirement account
application.
Share certificates are no longer available for Institutional Class shares.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY ADVISOR FUND, you can:
(small solid bullet)        Mail an account application with a check,
(small solid bullet)        Wire money into your account, 
(small solid bullet)        Open your account by exchanging from the same
class of another Fidelity Advisor fund    or     from another Fidelity fund
account   , or    
(small solid bullet) Contact your Investment Professional.
   MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
TO ADD TO AN ACCOUNT $250
MINIMUM BALANCE $1,000    
For further information on opening an account, please consult your
Investment Professional or refer to the account application.
    TO OPEN AN ACCOUNT   TO ADD TO AN ACCOUNT   
 
 
 
 
<TABLE>
<CAPTION>
<S>                        <C>                                                                 <C>             
PHONE                      (small solid bullet) Exchange from the same class of another        (small solid bullet) Exchange 
                                                                                               from the same class of another     
1-800-843-3001 OR YOUR     Fidelity Advisor fund or from another                               Fidelity Advisor fund or from 
                                                                                               another                            
INVESTMENT PROFESSIONAL    Fidelity fund account with the same                                 Fidelity fund account with the 
                                                                                               same                              
                           registration, including name, address, and                          registration, including name,
                                                                                               address, and                       
                           taxpayer ID number.                                                 taxpayer ID number.      
 
Mail (mail_graphic)        (small solid bullet) Complete and sign the account application.     (small solid bullet) Make your 
                                                                                               check payable to the complete     
                           Make your check payable to the complete                             name of the fund of your choice 
                                                                                               and note                         
                           name of the fund of your choice and note                            the applicable class. Indicate 
                                                                                               your fund                         
                           the applicable class.    M    ail to the address                    account number on your check and
                                                                                                  m    ail to                  
                           indicated on the application.                                       the address printed on your 
                                                                                               account                              
                                                                                               statement.               
                                                                                               (small solid bullet) Exchange by
                                                                                               mail: call 1-800-843-3001 or    
                                                                                               your Investment Professional for
                                                                                               instructions.                   
 
In Person (hand_graphic)   (small solid bullet) Bring your account application and check to    (small solid bullet) Bring your 
                                                                                               check to your Investment         
                           your Investment                                                     Professional.
                           Professional.                                                                              
 
Wire (wire_graphic)        (small solid bullet) Call 1-800-843-3001 to set up your account     (small solid bullet) Not 
                                                                                               available for retirement 
                                                                                               accounts.      
                           and to arrange a wire transaction. Not                              (small solid bullet) Wire to:
                           available for retirement accounts.                                   Banker's Trust Co.          
                           (small solid bullet) Wire to:                                        Routing # 021001033         
                            Banker's Trust Co.                                                  Custody & Shareholder Services
                            Routing # 021001033                                                 Fidelity Advisor DART System 
                            Custody & Shareholder Services                                      DDA#: (call 1-800-843-3001)  
                            Fidelity Advisor DART System                                        FBO: (account name)             
                            DDA#: (call 1-800-843-3001)                                         (account number)           
                            FBO: (account name)                                                                       
                            (account number)                                                   Specify the complete name of 
                                                                                               the fund of                         
                                                                                               your choice   ,     note the
                                                                                               applicable class   ,     and        
                           Specify the complete name of the fund of                            include your account number and 
                                                                                               your                             
                           your choice   ,     note the applicable class   ,     and           name.                     
                           include your new account number and your                                                    
                           name.                                                                                    
 
</TABLE>
 
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted by the
transfer agent. NAV is normally calculated at 4:00 p.m. Eastern time.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY ADVISOR RETIREMENT ACCOUNT, your request must
be made in writing, except for exchanges    to the same class of     shares
of    an    other Fidelity Advisor fund or    to shares of     other
Fidelity funds, which can be requested by phone or in writing.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR NON-RETIREMENT ACCOUNT SHARES,
leave at least $   1,000     worth of shares in the account to keep it
open.
TO SELL SHARES BY BANK WIRE, you will need to sign up for th   is    
service in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and the fund from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet)        You wish to redeem more than $100,000 worth of
shares,
(small solid bullet)        Your account registration has changed within
the last 30 days,
(small solid bullet)        The check is being mailed to a different
address than the one on your account (record address),
(small solid bullet)        The check is being made payable to someone
other than the account owner, or
(small solid bullet)        The redemption proceeds are being transferred
to a Fidelity account with a different registration.
   (small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.    
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet)        Your name,
(small solid bullet)        The fund's name,
(small solid bullet)        The applicable class name,
(small solid bullet)        Your fund account number,
(small solid bullet)        The dollar amount or number of shares to be
redeemed, signed certificates (if applicable), and
(small solid bullet) Any other applicable requirements listed in the
following table.
Deliver your letter to your Investment Professional, or mail it to the
following address:
Fidelity Investments Institutional Operations Co   mpany
P.O. Box 1182    
Boston, MA 02   103-1182    
Unless otherwise instructed, the transfer agent will send a check to the
record address.
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                                              <C>         
PHONE                                            All account types except retirement              (small solid bullet) Maximum 
                                                                                                  check request: $100,000. 
1-800-843-3001OR YOUR                                                                                                      
INVESTMENT PROFESSIONAL                                                                                                    
 
(phone_graphic)                                  All account types                                (small solid bullet) You may
                                                                                                   exchange into the same class 
                                                                                                  of        
                                                                                                     other     Fidelity Advisor
                                                                                                  fund   s     or into 
                                                                                                     other         
                                                                                                  Fidelity fund   s if both
                                                                                                      account   s are               
                                                                                                     registered     with the 
                                                                                                  same name   s    , address,       
                                                                                                  and taxpayer ID number.    
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint Tenant, Sole Proprietorship,   (small solid bullet) The 
                                                                                                  letter of instruction must 
                                                                                                  be signed by    
                                                    UGMA, UTMA                                    all persons required to sign 
                                                                                                  for                     
                                                                                                  transactions, exactly as 
                                                                                                  their names             
                                                 Retirement account                               appear on the account.    
                                                                                                  (small solid bullet) The 
                                                                                                  account owner should complete a
                                                                                                  retirement distribution form. 
                                                                                                  Call            
                                                                                                  1-800-843-3001 or your 
                                                                                                  Investment              
                                                                                                  Professional to request one.
 
                                                 Trust                                            (small solid bullet) The 
                                                                                                  trustee must sign the letter
                                                                                                  indicating
                                                                                                  capacity as trustee. If the
                                                                                                  trustee's name is     
                                                                                                  not in the account 
                                                                                                  registration, provide a 
                                                                                                  copy of the trust document
                                                                                                  certified within         
                                                                                                  the last 60 days.      
 
                                                 Business or Organization                         (small solid bullet) At least 
                                                                                                  one person authorized by
                                                                                                  corporate resolution to act 
                                                                                                  on the account      
                                                                                                  must sign the letter.  
 
                                                 Executor, Administrator,                         (small solid bullet) Call
                                                                                                  1-800-843-3001 or your 
                                                                                                  Investment         
                                                 Conservator/Guardian                             Professional for instructions.
 
Wire (wire_graphic)                              All account types except retirement              (small solid bullet) You must 
                                                                                                  sign up for the wire 
                                                                                                  feature          
                                                                                                  before using it. To verify 
                                                                                                  that it is in place,     
                                                                                                  call 1-800-843-3001. Minimum 
                                                                                                  wire:                 
                                                                                                  $1,000.              
                                                                                                  (small solid bullet) Your 
                                                                                                  wire redemption request must 
                                                                                                  be           
                                                                                                  received by the transfer 
                                                                                                  agent before 4:00         
                                                                                                  p.m. Eastern time for money 
                                                                                                  to be wired                
                                                                                                  on the next business day.
 
</TABLE>
 
INVESTOR SERVICES
Fidelity Advisor funds provide a variety of services to help you manage
your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include the
following:
(small solid bullet)        Confirmation statements (after every
transaction that affects your account balance or your account registration)
(small solid bullet)        Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed,
even if you have more than one account in the fund. Call your Investment
Professional if you need additional copies of financial reports.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your Institutional Class shares and buy
Institutional Class shares of other Fidelity Advisor funds or shares of
other Fidelity funds by telephone or in writing.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see   
"Exchange Restrictions" on     page        .
   SHAREHOLDER AND ACCOUNT POLICIES    
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net income and capital gains
to shareholders each year. Each fund    distributes     capital gains, if
any, in December and may    distribute     additional capital gains after
the close of its fiscal year. Normally, dividends for Equity Income and
Income & Growth are distributed in March, June, September and December;
dividends for Overseas, Equity Portfolio Growth, Global Resources, Growth
Opportunities and Strategic Opportunities are distributed in December;
dividends for Equity Portfolio Growth and Equity Income may also be
distributed in January; dividends for Emerging Markets Income, Strategic
Income, High Yield, Limited Term Bond, Government Investment, Short
Fixed-Income, High Income Municipal, Limited Term Tax-Exempt and
Short-Intermediate Tax-Exempt are declared daily and paid monthly.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. The funds offer three options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the same class of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund, but you will be sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
If you select distribution option 2 or 3 and the U.S. Postal Service cannot
deliver your checks, or if your checks remain uncashed for six months,
those checks will be reinvested in your account at the current NAV and your
election may be converted to the Reinvestment Option.
You may change your distribution option at any time by notifying the
transfer agent in writing.
For retirement accounts, all distributions are automatically reinvested.
When you are over 59 1/2 years old, you can receive distributions in cash.
When each of Overseas, Equity Portfolio Growth, Global Resources, Growth
Opportunities, Strategic Opportunities, Equity Income and Income & Growth
deducts a distribution from its NAV, the reinvestment price is the
applicable fund's NAV at the close of business that day.
Dividends from Emerging Markets Income, High Yield, Strategic Income,
Government Investment, Limited Term Bond, Short Fixed-Income, High Income
Municipal, Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt will
be reinvested at the applicable fund's NAV on the last day of the month.
Capital gain distributions from these funds will be reinvested at the NAV
as of the date the applicable fund deducts the distributions from its NAV.
Distribution checks will be mailed within seven days, or longer for a
December ex-dividend date.
TAXES
As with any investment, you should consider how an investment in the funds
could affect you. Below are some of the funds   '     tax implications. If
your account is not a tax-deferred retirement account, be aware of these
tax implications. 
TAXES ON DISTRIBUTIONS. Interest income that High Income Municipal, Limited
Term Tax-Exempt, and Short-Intermediate Tax-Exempt earn is distributed to
shareholders as income dividends. Interest that is federally tax-free
remains tax-free when it is distributed. Distributions from    each fund
(except High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt)    , however, are subject to federal income
tax and may also be subject to state or local taxes. If you live outside
the United States, your distributions from these funds could also be taxed
by the country in which you reside. 
For federal tax purposes   ,     income and short-term capital gain
distributions for    each fund (except High Income Municipal, Limited Term
Tax-Exempt, and Short-Intermediate Tax-Exempt)     are taxed as dividends;
long-term capital gain distributions are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
However, for shareholders of High Income Municipal, Limited Term Tax-Exempt
and Short-Intermediate Tax-Exempt, gain on the sale of tax-free bonds
results in taxable distributions.    For shareholders of High Income
Municipal, Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt,
s    hort-term capital gains and a portion of the gain on bonds purchased
at a discount are taxed as dividends; long-term capital gain distributions,
if any, are taxed as long-term capital gains. 
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.
Every January, the transfer agent will send you and the IRS a statement
showing the taxable distributions paid to you in the previous year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. High Income Municipal may invest up to 100% of its
assets and each of Limited Term Tax-Exempt and Short-Intermediate
Tax-Exempt may invest up to 20% of its assets in these securities .
Individuals who are subject to the tax must report this interest on their
tax returns.
A portion of the dividends from High Income Municipal, Limited Term
Tax-Exempt, and Short-Intermediate Tax-Exempt may be free from state or
local taxes. Income from investments in your state are often tax-free to
you. Each year, the transfer agent will send you a breakdown of income from
each state to help you calculate your taxes.
During fiscal 1994, 100% of the income dividends from High Income
Municipal, Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt were
free from federal income tax. And during fiscal 1994, 5.63% of High Income
Municipal's and 11.07% of Short-Intermediate Tax-Exempt's income dividends
were subject to the federal alternative minimum tax.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges    -     are
subject to capital gains tax. A capital gain or loss is the difference
between the cost of your shares and the price you receive when you sell
them. 
Whenever you sell shares of a fund, the transfer agent will send you a
confirmation statement showing how many shares you sold and at what price. 
You will also receive a    consolidated transaction statement at least
quarterly    . However, it is up to you or your tax preparer to determine
whether this sale resulted in a capital gain and, if so, the amount of tax
to be paid. BE SURE TO KEEP YOUR REGULAR ACCOUNT STATEMENTS; the
information they contain will be essential in calculating the amount of
your capital gains.
"BUYING A DIVIDEND." If you buy shares just before a fund deducts a capital
gain distribution or dividend distribution, as applicable, from its NAV,
you will pay the full price for the shares and then receive a portion of
the price back in the form of a taxable distribution.
CURRENCY CONSIDERATIONS. For funds that can invest in foreign securities,
if a fund's dividends exceed its taxable income in any year, which is
sometimes the result of currency-related losses, all or a portion of the
fund's dividends may be treated as a return of capital to shareholders for
tax purposes. To minimize the risk of a return of capital, each of these
funds may adjust its dividends to take currency fluctuations into account,
which may cause the dividends to vary. Any return of capital will reduce
the cost basis of your shares, which will result in a higher reported
capital gain or a lower reported capital loss when you sell your shares.
The statement you receive in January will specify if any distributions
included a return of capital.
Undistributed net gains from currency transactions, if any, will generally
be distributed as a separate dividend in December. 
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on a fund and
its investments and these taxes generally will reduce the fund's
distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the fund, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments. 
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. NAV is normally calculated as of the close of business of the
NYSE, normally 4:00 p.m. Eastern time.
A CLASS'S NAV is the value of a single share. The NAV of each class is
computed by adding that class's pro rata share of the value    of     the
applicable fund's investments, cash, and other assets, subtracting that
class' pro rata share of the value of the applicable fund's liabilities,
subtracting the liabilities allocated to that class, and dividing    the
result     by the number of shares of that class that are outstanding.
Each fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE OFFERING PRICE (price to buy one share) and REDEMPTION PRICE (price to
sell one share) of Institutional Class shares are its NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity and the transfer
agent may only be liable for losses resulting from unauthorized
transactions if they do not follow reasonable procedures designed to verify
the identity of the caller. Fidelity and the transfer agent will request
personalized security codes or other information, and may also record
calls. You should verify the accuracy of the confirmation statements
immediately after receipt. If you do not want the ability to redeem and
exchange by telephone, call the transfer agent for instructions. Additional
documentation may be required from corporations, associations and certain
fiduciaries.
IF YOU ARE UNABLE TO REACH THE TRANSFER AGENT BY PHONE (for example, during
periods of unusual market activity), consider placing your order by mail. 
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page        . Purchase orders may be refused if, in FMR's opinion, they
would disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV calculated after your order is received and accepted by the
transfer agent. Note the following: 
(small solid bullet)        The funds do not accept cash.
(small solid bullet)        All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks. 
(small solid bullet)        When making a purchase with more than one
check, each check must have a value of at least $50.
(small solid bullet)        Each fund reserves the right to limit the
number of checks processed at one time.
(small solid bullet)        If your check does not clear, your purchase
will be canceled and you could be liable for any losses or fees a fund or
the transfer agent has incurred.
(small solid bullet)        Direct Purchases: You begin to earn dividends
as of the first business day following the day the fund receives payment.
(small solid bullet)        Confirmed Purchases: You begin to earn
dividends as of the business day the fund receives payment.
(small solid bullet) Automated Purchase Orders : You begin to earn
dividends as of the business day your order is received and accepted.
CONFIRMED PURCHASES. Certain Financial Institutions that meet FDC's
creditworthiness criteria may enter confirmed purchase orders on behalf of
customers by phone, with payment to follow no later than close of business
on the next business day. If payment is not received by the next business
day, the order will be canceled and the Financial Institution will be
liable for any losses.
AUTOMATED PURCHASE ORDERS.    S    hares of each fund can be purchased or
sold through Investment Professionals utilizing an automated order
placement and settlement system that guarantees payment for orders on a
specified date.
TO AVOID THE COLLECTION PERIOD associated with check purchases, consider
buying shares by bank wire, U.S. Postal money order, U.S. Treasury check,
   or     Federal Reserve check.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted by the
transfer agent. Note the following: 
(small solid bullet)        Normally, redemption proceeds will be mailed to
you on the next business day, but if making immediate payment could
adversely affect a fund, it may take up to seven days to pay you. 
(small solid bullet)        Shares of Emerging Markets Income, High Yield,
   Strategic Income,     Government Investment,    Limited Term Bond,
    Short Fixed-Income, High Income Municipal, Limited Term Tax-Exempt and
Short-Intermediate Tax-Exempt will earn dividends through the date of
redemption; however, shares redeemed on a Friday or prior to a holiday will
continue to earn dividends until the next business day.
(small solid bullet)        Each fund may hold payment on redemptions until
it is reasonably satisfied that investments made by check have been
collected, which can take up to seven business days.
(small solid bullet)        Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
       THE TRANSFER AGENT RESERVES THE RIGHT TO DEDUCT AN ANNUAL
MAINTENANCE FEE    of $12.00 from accounts with a value of less then
$2,500, subject to an annual maximum charge of $60.00 per shareholder.
Accounts opened after September 30 will not be subject to the fee for that
year. The fee, which is payable to the transfer agent, is designed to
offset in part the relatively higher costs of servicing smaller accounts.
The fee will not be deducted from retirement accounts (except non-Fidelity
prototype retirement accounts), accounts using a systematic investment
program, or if total assets in Fidelity mutual funds exceed $50,000.
Eligibility for the $50,000 waiver is determined by aggregating Fidelity
mutual fund accounts maintained by FIIOC or State Street Bank & Trust
Company which are registered under the same primary social security
number.    
IF YOUR ACCOUNT BALANCE FALLS BELOW $   1    ,000, you will be given 30
days' notice to reestablish the minimum balance. If you do not increase
your balance, the transfer agent reserves the right to close your account
and send the proceeds to you. Your shares will be redeemed at the NAV on
the day your account is closed. 
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC will, at its expense, provide promotional incentives such as sales
contests and luxury trips to Investment Professionals who support the sale
of shares of the funds. In some instances, these incentives will be offered
only to certain types of Investment Professionals, such as bank-affiliated
or non-bank affiliated broker-dealers, or to Investment Professionals whose
representatives provide services in connection with the sale or expected
sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As    a     shareholder, you have the privilege of exchanging your
Institutional Class shares for Institutional Class shares of other Fidelity
Advisor funds or for shares of other Fidelity funds. However, you should
note the following:
(small solid bullet)        The fund you are exchanging into must be
registered for sale in your state.
(small solid bullet)        You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet)        Before exchanging into a fund, read its
prospectus.
(small solid bullet)        If you exchange into a fund with a sales
charge, you pay the difference between that fund's sales charge and any
sales charge you may have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet)        Exchanges may have tax consequences for you.
(small solid bullet)        Because excessive trading can hurt fund
performance and shareholders, each fund reserves the right to temporarily
or permanently terminate the exchange privilege of any investor who makes
more than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet)        Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future. 
APPENDIX
DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS:
AAA - Bonds    which are     rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge   d    ." Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.
AA - Bonds    which are     rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than    the     Aaa securities.
A - Bonds    which are     rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered adequate
but elements may be present which suggest a susceptibility to impairment
some   -    time in the future.
BAA - Bonds    which are     rated Baa are considered as medium-grade
obligations,    (    i.e., they are neither highly protected nor poorly
secured   )    . Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.
BA - Bonds    which are     rated Ba are judged to have speculative
elements   ; t    heir future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.
B - Bonds    which are     rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or    of
    maintenance of other terms of the contract over any long period of time
may be small.
CAA - Bonds    which are     rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect
to principal or interest.
CA - Bonds    which are     rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.
C - Bonds    which are     rated C are the lowest-rated class of
bonds   ,     and issue   s     so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.        
DESCRIPTION OF S&P'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highe   st    -rated issues only in small
degree.
A - Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions    than debt in higher-rated
categories.    
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories   .    
BB - Debt rate BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal
payments.    The BB rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BBB- rating.    
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied    BB, or      BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal.    The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.    
CC -    The rating     CC typically    is     applied to debt subordinated
to senior debt    that     is assigned an actual or implied CCC debt
rating.
C - The rating C typically    is     applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating. The C rating
may be used to cover a situation where a bankruptcy petition has been filed
but debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating also   
will     be used upon the filing of a bankruptcy petition if debt service
payments are jeopardized.    
The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.    
No dealer, sales representative or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the fund or FDC. This Prospectus and the related SAI do not
constitute an offer by the fund or by FDC to sell or to buy shares of the
fund to any person to whom it is unlawful to make such offer.

                         Fidelity Advisor Institutional Class
                                Cross Reference Sheet
     Form N-1A
     Item Number                     Statement of Additional Information
Section
     -----------                    
- -------------------------------------------
     10, 11           .................... Cover Page; Table of Contents
                      ........
     12               .................... *
                      ........
     13       a - c   .................... Investment Policies and
Limitations
                      ........
              d       .................... Portfolio Transactions
                      ........
     14       a - c   .................... Trustees and Officers
                      ........
     15       a       .................... *
                      ........
              b       .................... Description of the Trusts
                      ........
              c       .................... Trustees and Officers
                      ........
     16       a i     .................... FMR
                      ........
                ii    .................... Trustees and Officers
                      ........
               iii    .................... Management Contracts; Contracts
with FMR
                      ........             Affiliates
              b,c,d   .................... Management Contracts; Contracts
with FMR
                      ........             Affiliates
              e       .................... *
                      ........
              f       .................... Distribution and Service Plans
                      ........
              g       .................... *
                      ........
              h       .................... Description of the Trusts
                      ........
              i       .................... Contracts with FMR Affiliates
                      ........
     17       a       .................... Portfolio Transactions
                      ........
              b       .................... Portfolio Transactions
                      ........
              c       .................... Portfolio Transactions
                      ........
              d, e    .................... *
                      ........
     18       a       .................... Description of the Trusts
                      ........
              b       .................... *
                      ........
     19       a       .................... Additional Purchase, Exchange
and Redemption
                      ........             Information
              b       .................... Additional Purchase, Exchange
and Redemption
                      ........             Information; Valuation
              c       .................... *
                      ........
     20                                    Distributions and Taxes
     21       a, b    .................... Distribution and Service Plans;
Contracts with FMR
                      ........             Affiliates
              c       .................... *
                      ........
     22               .................... Performance; Appendix
                      ........
     23               .................... Financial Statements
                      ........
     * Not Applicable

 
 
FIDELITY ADVISOR FUNDS
INSTITUTIONAL CLASS
STATEMENT OF ADDITIONAL INFORMATION
JUNE 30, 1995
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectus (dated
June 30, 1995) for Institutional Class shares. Please retain this document
for future reference. Each fund's financial statements and financial
highlights, included in their respective Annual Reports, for the most
recent fiscal period are incorporated herein by reference. To obtain an
additional copy of this SAI, any Prospectus or Annual Report, please call
Fidelity Distributors Corporation, 82 Devonshire Street, Boston,
Massachusetts 02109 or your Investment Professional.
TABLE OF CONTENTS   PAGE   
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   
Investment Policies and Limitations                                                 
 
Special Considerations Affecting Canada                                             
 
Special Considerations Affecting Latin America                                      
 
Special Considerations Affecting Japan, the Pacific Basin, and Southeast Asia       
 
Special Considerations Affecting Europe                                             
 
Special Considerations Affecting Africa                                             
 
Portfolio Transactions                                                              
 
Valuation                                                                           
 
Performance                                                                         
 
Additional Purchase, Exchange, and Redemption Information                           
 
Distributions and Taxes                                                             
 
FMR                                                                                 
 
Trustees and Officers                                                               
 
Management Contracts                                                                
 
Contracts with FMR Affiliates                                                       
 
Distribution and Service Plans                                                      
 
Description of the Trusts                                                           
 
Financial Statements                                                                
 
Appendix                                                                            
 
</TABLE>
 
COMI-ptb-695
GROWTH FUNDS
Fidelity Advisor Overseas Fund
Fidelity Advisor Equity Portfolio Growth
Fidelity Advisor Global Resources Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Strategic Opportunities Fund
GROWTH AND INCOME FUNDS
Fidelity Advisor Equity Income Fund
Fidelity Advisor Income & Growth Fund
TAXABLE INCOME FUNDS
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Strategic Income Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Limited Term Bond Fund
Fidelity Advisor Short Fixed-Income Fund
TAX-EXEMPT/MUNICIPAL FUNDS
Fidelity Advisor High Income Municipal Fund
Fidelity Advisor Limited Term Tax-Exempt Fund
Fidelity Advisor Short-Intermediate Tax-Exempt Fund
 
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
Fidelity International Investment Advisors (FIIA)
Fidelity International Investment Advisors (U.K.)
Limited (FIIAL U.K.)
Fidelity Investments Japan Limited (FIJ)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Investments Institutional Operations Company (FIIOC) (Taxable
Funds)
UMB Bank, n.a. (UMB) (Tax-Exempt Funds)
 
 
 
 
 
 
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets or other circumstances will not be considered when determining
whether the investment complies with a fund's investment policies and
limitations.
A fund's fundamental investment policies and limitations cannot be changed
without approval of a "majority of the outstanding voting securities" (as
defined in the Investment Company Act of 1940   )     of the fund. However,
except for the fundamental investment limitations listed below and the
policies restated in the "Fundamental Policies" paragraph on pag   e     ,
the investment policies and limitations described in this SAI are not
fundamental and may be changed without shareholder approval.
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 obligations issued or guaranteed by the
government of the United States, its agencies or instrumentalities) if, as
a result thereof: (i) more than 5% of the fund's total assets would be
invested in the securities of such issuer or (ii) the fund would hold more
than 10% of the outstanding voting securities of such 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 the value of its total assets (including the amount
borrowed), less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of a decline in
net assets will be reduced within three days (exclusive of Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite any issue of securities, except to the extent that the fund
may be deemed to be an underwriter within the meaning of the Securities Act
of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States, its agencies or
instrumentalities) if, as a result thereof, more than 25% of the fund's
total assets (taken at current value) would be invested in the securities
of issuers having their principal business activities in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
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 price
at which they are valued.
(v) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable or invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System if, as a result, the sum of such interests
and other investments considered illiquid under limitation (iv) would
exceed 15% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5.   0    %
of the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements).
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
   (xi) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
For the fund's limitations on futures and options transactions, see the
section entitled    "    Futures and Options" beginning on page        .
For the fund's limitations on short sales, see the section entitled "Short
Sales" on page .
EQUITY PORTFOLIO GROWTH
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed by the Government of the United States, its agencies or
instrumentalities) if, as a result (a) more than 5% of the fund's total
assets (taken at current value) would be invested in the securities of such
issuer, or (b) the fund would hold more than 10% of the voting securities
of such issuer;
(2) make short sales of securities (unless it owns or by virtue of its
ownership of other securities has the right to obtain, securities
equivalent in kind and amount to the securities sold), provided, however,
that the fund may purchase or sell futures contracts;
(3) purchase any securities on margin, except for such short-term credits
as are necessary for the clearance of transactions, provided, however, that
the fund may make initial and variation margin payments in connection with
purchases or sales of futures contracts or of options on futures contracts;
(4) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (including the
amount borrowed) less liabilities (not including borrowings). Any
borrowings that come to exceed 33 1/3% of the value of the fund's total
assets by reason of a decline in net assets will be reduced within 3 days
(exclusive of Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(5) 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);
(6) 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;
(7) purchase or sell real estate (but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(8) 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);
(9) lend any security or make any other loan if, as a result, more than 33
1/3% of the fund's total assets would be lent to other parties, except (i)
through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies and limitations, or (ii)
by engaging in repurchase agreements with respect to portfolio securities;
(10) purchase securities of other investment companies (except in the open
market where no commission other than the ordinary broker's commission is
paid, or as a part of a merger or consolidation, and in no event may
investments in such securities exceed 10% of the total assets of the fund);
(11) purchase the securities of any issuer if, as a result, more than 5% of
the fund's total assets (taken at current value) would be invested in the
securities of companies which, including predecessors, have a record of
less than three years of continuous operation; or
(12) invest in oil, gas, or other mineral exploration or development
programs.
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 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 (4)). 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.
(iii) 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.
(iv) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable, or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(iii) would exceed 10% of the fund's net assets.
(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 purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(vii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(viii) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled    "    Futures and Options" beginning on page        .
For the fund's limitations on short sales, see the section entitled "Short
Sales" on page .
GLOBAL RESOURCES 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 obligations issued or guaranteed by the
government of the United States, or any of its agencies or
instrumentalities) if, as a result thereof, (a) more than 5% of the fund's
total assets would be invested in the securities of such issuer, or (b) the
fund would hold more than 10% of the outstanding voting securities of such
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 the value 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 deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than 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   )    ;   
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 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 fund 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 cannot be sold or disposed of
in the ordinary course of business at approximately the prices at which
they are valued.
(v) The fund does not currently intend to purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to invest in physical commodities
other than precious metals (i.e., gold, palladium, platinum and silver) and
it intends to limit such investments to not more than 25% of the fund's
total assets. The fund may receive no more than 10% of its yearly income
from gains resulting from selling metals or any other physical commodity.
(vii) 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.)
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange or as a result of a reorganization, consolidation, or merger.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
   (xii) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
(xii   i    ) 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 contracts and options, see the
section entitled "Futures and Options   "     on page        . For the
fund's limitations on short sales, see the section entitled "Short Sales"
on page .
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) 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 cannot be sold or disposed of
in the ordinary course of business at approximately the prices at which
they are valued.
(v) The fund does not currently intend to purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments, and
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limit does not apply to purchases of debt securities or
to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii)  The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower cost of the market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions. 
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
   (xi) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
(xi   i    ) 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 "Futures and Options   "     on page        . For the
fund's limitations on short sales, see the section entitled "Short Sales"
on page .
STRATEGIC OPPORTUNITIES FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) 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 thereof, more than 5% of the fund's
total assets (taken at current value) would be invested in the securities
of such issuer;
(2) purchase the securities of any issuer, if such purchase, at the time
thereof, would cause more than 10% of the outstanding voting securities of
such issuer to be held in the fund's portfolio;
(3) issue senior securities (except to the extent that issuance of one or
more classes of shares of the fund in accordance with an order issued by
the Securities and Exchange Commission may be deemed to constitute issuance
of a senior security);
(4) make short sales of securities, (unless it owns, or by virtue of its
ownership of other securities has the right to obtain, at no additional
cost, securities equivalent in kind and amount to the securities sold);
provided, however, that the fund may enter into forward foreign currency
exchange transactions; and further provided that the fund may purchase or
sell futures contracts;
(5) purchase any securities or other property on margin, (except for such
short-term credits as are necessary for the clearance of transactions);
provided, however, that the fund may make initial and variation margin
payments in connection with purchases or sales of futures contracts or
options on futures contracts;
(6) borrow money except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (including the
amount borrowed) less liabilities (not including borrowings). Any
borrowings that come to exceed 33 1/3% of the fund's total assets by reason
of a decline in net assets, will be reduced within three days (exclusive of
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation. The fund will not purchase securities for investment while
borrowings equaling 5% or more of its total assets are outstanding;
(7) underwrite any issue of securities (except 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");
(8) 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 thereof, more than 25% of the fund's
total assets would be invested in the securities of one or more issuers
having their principal business activities in the same industry;
(9) purchase or sell real estate (but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(10) 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);
(11) lend any security or make any other loan if as a result, more than 33
1/3% of the fund's total assets would be lent to other parties except (i)
through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies, and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities;
(12) purchase securities of other investment companies (except in the open
market where no commission other than the ordinary broker's commission is
paid, or as part of a merger or consolidation, and in no event may
investments in such securities exceed 10% of the value of total assets of
the fund). The fund may not purchase or retain securities issued by other
open-end investment companies;
(13) invest more than 5% of the fund's total assets (taken at market value)
in the securities of companies which, including predecessors, have a record
of less than three years' continuous operation; or
(14) invest in oil, gas, or other mineral exploration or development
programs.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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 (6)). 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.
(ii) 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.
(iii) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(ii) would exceed 10% of the fund's net assets.
(iv) 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.)
(v) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(vi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(vii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" on page        . For the fund's
limitations on short sales, see the section entitled "Short Sales" on page
 .
EQUITY INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) 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 total assets would be lent to other parties, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
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 invest in interests in real
estate investment trusts that are not readily marketable or invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System if, as a result, the sum of such interests
and other investments considered illiquid under limitation (iv) would
exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except (a) by lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation or merger.
(viii)  The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xi) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Futures and Options" beginning on page . For the fund's
limitations on short sales, see the section entitled "Short Sales" on page
 .
INCOME & 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) 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 purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of its net assets. Included in
that amount, but not to exceed 2% of the fund's net assets, may be warrants
that are not listed on the New York Stock Exchange or the American Stock
Exchange. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, other mineral
exploration or development programs or leases.
   (xi) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
(xi   i    ) 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 "Futures and Options" beginning on page . For the fund's
limitations on short sales, see the section entitled "Short Sales" on page
 .
EMERGING MARKETS INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(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 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;
(4) 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;
(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 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 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) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "government securities" as defined for federal tax purposes.
(ii) 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.
(iii) 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.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The 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.
(v) 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.
(vi) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vii) The fund does not currently intend to lend assets other than
securities to other parties, except (a) by lending money (up to 7.5% 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.)
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation or merger.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
   (xii) With respect to 75% of its total assets, the fund does not
currently intend to 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, the fund would hold more
than 10% of the outstanding voting securities of that issuer.
(xiii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.    
(xi   v    ) 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 "Futures and Options" beginning on page        .
HIGH YIELD 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) if, as a result,
(a) more than 5% of the value of the fund's total assets would be invested
in the securities of that issuer, or (b) it 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 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 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 invest in interests in real
estate investment trusts that are not readily marketable or invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System if, as a result, the sum of such interests
and other investments considered illiquid under limitation (iv) would
exceed 15% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(viii)  The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or attached
to securities are not subject to these restrictions.
(ix) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(x) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
   (xi) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
(xi   i    ) 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 "Futures and Options" beginning on page .
STRATEGIC INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(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 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;
(4) 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;
(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 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) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "government securities" as defined for federal tax purposes.
(ii) 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.
(iii) 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.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The 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.
(v) 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% 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 and loan participations or other forms of direct debt instruments
and, in connection therewith, assuming any associated unfunded loan
commitments of the sellers. (This limitation does not apply to purchases of
debt securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation. 
(x) The fund does not currently intend to invest in oil, gas, or other
mineral explorations or development programs or leases.
   (xi) With respect to 75% of its total assets, the fund does not
currently intend to 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, the fund would hold more
than 10% of the outstanding voting securities of that issuer.    
(xi   i    ) 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 "Futures and Options" beginning on page .
GOVERNMENT INVESTMENT 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) 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 issuers having their
principal business activities in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other investments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies 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 repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). 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 illiquid because they are subject to legal or contractual
restrictions on resale or because they cannot be sold or disposed of in the
ordinary course of business at approximately the prices at which they are
valued.
(v)    T    he fund does not currently intend to invest in interests in
real estate investment trusts that are not readily marketable or to invest
in intere   s    ts in real estate limited partnerships that are not listed
on the New York Stock Exchange or the American Stock Exchange or traded
on        the NASDAQ National Market System.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange or as a result of a reorganization, consolidation or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result more than 5%
of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than
thre   e     years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xii) The fund does not currently intend to enter into any futures contract
or option on a futures contract if, as a result, the sum of initial margin
deposits on futures contracts and related options and premiums paid for
options on futures contracts the fund has purchased, after taking into
account unrealized profits and losses on such contracts would exceed 5% of
the fund's total assets.
(xiii) 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 "Futures and Options" beginning on page .    
LIMITED TERM BOND 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) 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)    i    ssue 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 the fund's total assets would be lent to other parties (but
this limitation does not apply to purchases of debt securities or to
repurchase agreements).
(9)        The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL. 
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment advisor 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 7.5% of the fund's
net assets) to a registered investment company or fund 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 purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(vii) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(viii)  The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(ix) The fund currently does not intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to (a) purchase securities of other
investment companies except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(xi) The fund does nor 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 "Futures and Options   "     beginning on page        .
SHORT FIXED-INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) 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 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 (i) lending money (up to 7.5% of the fund's net
assets) to a registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (ii) 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 (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange or as a result of a reorganization, consolidation, or merger.
(vii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(viii) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or attached
to securities are not subject to these restrictions.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
   (x) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.    
(x   i    ) 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 "Futures and Option   s    " on page .
HIGH INCOME MUNICIPAL 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) 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 deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short. 
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). 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 invest in interests of real
estate investment trusts that are not readily marketable, or to invest in
interests of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.    
(vii) The fund does not currently intend to engage in repurchase agreements
or make loans   ,     but this limitation does not apply to purchases of
debt securities.
(viii) The fund does not currently intend to invest more than 25% of its
total assets in industrial revenue bonds related to a single industry.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xii) 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 "Futures and Options" on page .
LIMITED TERM TAX-EXEMPT FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS AND
POLICIES 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) if, as a result,
(a) more than 5% of its 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, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) 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 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 engage in repurchase agreements
or make loans   ,     but this limitation does not apply to purchases of
debt securities.
(vi) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger. Any
securities issued by other investment companies would also have to meet the
fund's credit and maturity standards. In some cases, other investment
companies may incur expenses that are comparable to expenses paid by the
fund, which would be taken into account in considering investments in such
securities.
(vii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(viii) The fund does not currently intend to invest in oil, gas, other
mineral exploration or development programs or leases.
(ix) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
Trustees of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(x) 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 contracts and options, see the
section entitled "Futures and Options   "     beginning on page        .
SHORT-INTERMEDIATE TAX-EXEMPT FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(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 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;
(4) 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 tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are 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) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "government securities" as defined for federal tax purposes.
(ii) 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.
(iii) 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.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The 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.
(v) 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.
(vi) The fund does not currently intend to engage in repurchase agreements
or make loans, but this limitation does not apply to purchases of debt
securities.
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii)  The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the Trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years continuous operation.
(x) The fund may not 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.)
(xi) The fund does not currently intend to invest in interests of real
estate investment trusts that are not readily marketable, or to invest in
interests of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(xii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
   (xiii) With respect to 75% of its total assets, the fund does not
currently intend to 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, the fund would hold more
than 10% of the outstanding voting securities of that issuer.    
(xi   v    )  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 "Futures and Options   "     beginning on page .
For purposes of certain fundamental investment limitations, FMR identifies
the issuer of a security depending on its terms and conditions. In
identifying the issuer, FMR will consider the entity or entities
responsible for payment of interest and repayment of principal and the
source of such payments; the way in which assets and revenues of an issuing
political subdivision are separated from those of other political entities;
and whether a governmental body is guaranteeing the security.
EACH FUND'S INVESTMENTS MUST BE CONSISTENT WITH ITS INVESTMENT OBJECTIVE
AND POLICIES. ACCORDINGLY, NOT ALL OF THE SECURITY TYPES AND INVESTMENT
TECHNIQUES DISCUSSED BELOW ARE ELIGIBLE INVESTMENTS FOR EACH OF THE FUNDS.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940    (1940
Act)    . These transactions may include repurchase agreements with
custodian banks; short-term obligations of, and repurchase agreements with,
the 50 largest U.S. banks (measured by deposits); municipal securities;
U.S. government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions; and
short-term borrowings. In accordance with exemptive orders issued by the
Securities and Exchange Commission (SEC), the Board of Trustees has
established and periodically reviews procedures applicable to transactions
involving affiliated financial institutions.
   ASSET-BACKED SECURITIES represent interests in pools of consumer loans
(generally unrelated to mortgage loans) and most often are structured as
pass-through securities. Interest and principal payments ultimately depend
upon payment of the underlying loans by individuals, although the
securities may be supported by letters of credit or other credit
enhancements. The value of asset-backed securities may also depend on the
creditworthiness of the servicing agent for the loan pool, the originator
of the loans, or the financial institution providing the credit
enhancement.
DELAYED-DELIVERY TRANSACTIONS. A fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered. A fund
may receive fees for entering into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, a fund assumes the
rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
a fund's other investments. If a fund remains substantially fully invested
at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, a fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, the fund does not participate in further gains or losses with
respect to the security. If the other party to a delayed-delivery
transaction fails to deliver or pay for the securities, a fund could miss a
favorable price or yield opportunity, or could suffer a loss.
A fund may renegotiate delayed-delivery transactions after they are entered
into, and may sell underlying securities before they are delivered, which
may result in capital gains or losses.
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions the tax-exempt funds
do not intend to invest in securities whose interest is federally taxable.
However, from time to time on a temporary basis, each tax-exempt fund may
invest a portion of its assets in fixed-income obligations whose interest
is subject to federal income tax.
Should a tax-exempt fund invest in federally taxable obligations, it would
purchase securities that, in FMR's judgment, are of high quality. These
obligations would include those issued or guaranteed by the U.S. government
or its agencies or instrumentalities; obligations of domestic banks; and
repurchase agreements. The funds' standards for high-quality, taxable
obligations are essentially the same as those described by Moody's Investor
Services (Moody's) in rating corporate obligations within its two highest
ratings of Prime-1 and Prime-2, and those described by Standard & Poor's
Corporation (S&P) in rating corporate obligations within its two highest
ratings of A-1 and A-2.
Proposals to restrict or eliminate the federal income tax exemption for
interest on municipal obligations are introduced before Congress from time
to time. Proposals also may be introduced before state legislatures that
would affect the state tax treatment of the tax-exempt funds'
distributions. If such proposals were enacted, the availability of
municipal obligations and the value of the tax-exempt funds' holdings would
be affected and the Trustees would reevaluate the tax-exempt funds'
investment objectives and policies.
FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. A fund will convert currency on a spot basis from time to time, and
investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to a fund at one rate, while offering a lesser rate
of exchange should a fund desire to resell that currency to the dealer.
Forward contracts are generally traded in an interbank market conducted
directly between currency traders (usually large commercial banks) and
their customers. The parties to a forward contract may agree to offset or
terminate the contract before its maturity, or may hold the contract to
maturity and complete the contemplated currency exchange.
A fund may use currency forward contracts for any purpose consistent with
its investment objective. The following discussion summarizes the principal
currency management strategies involving forward contracts that could be
used by a fund. A fund may also use swap agreements, indexed securities,
and options and futures contracts relating to foreign currencies for the
same purposes.
When a fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, a fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." A fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
A fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if a fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. A fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
A fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if a fund held investments denominated in
Deutschemarks, a fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased much as if a fund had sold a security denominated in one currency
and purchased an equivalent security denominated in another. Cross-hedges
protect against losses resulting from a decline in the hedged currency, but
will cause a fund to assume the risk of fluctuations in the value of the
currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. A fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change a fund's investment exposure to changes in
currency exchange rates, and could result in losses to a fund if currencies
do not perform as FMR anticipates. For example, if a currency's value rose
at a time when FMR had hedged a fund by selling that currency in exchange
for dollars, a fund would be unable to participate in the currency's
appreciation. If FMR hedges currency exposure through proxy hedges, a fund
could realize currency losses from the hedge and the security position at
the same time if the two currencies do not move in tandem. Similarly, if
FMR increases a fund's exposure to a foreign currency, and that currency's
value declines, a fund will realize a loss. There is no assurance that
FMR's use of currency management strategies will be advantageous to the
fund or that it will hedge at an appropriate time.
FOREIGN INVESTMENTS. Investing in securities issued by companies or other
issuers whose principal activities are outside the United States may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. In addition,
there is generally less publicly available information about foreign
issuers' financial condition and operations, particularly those not subject
to the disclosure and reporting requirements of the U.S. securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing,
and financial reporting requirements and standards of practice comparable
to those applicable to U.S. issuers. Further, economies of particular
countries or areas of the world may differ favorably or unfavorably from
the economy of the United States.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects. The considerations noted above generally are
intensified for investments in developing countries. Developing countries
may have relatively unstable governments, economies based on only a few
industries, and securities markets that trade a small number of securities.
Foreign markets may offer less protection to investors than U.S. markets.
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may expose a fund to increased risk
in the event of a failed trade or the insolvency of a foreign
broker-dealer, and may involve substantial delays. In addition, the costs
of foreign investing, including withholding taxes, brokerage commissions
and custodial costs, are generally higher than for U.S. investing. In
general, there is less overall governmental supervision and regulation of
securities exchanges, brokers, and listed companies than in the United
States. It may also be difficult to enforce legal rights in foreign
countries.
Each fund may invest in foreign securities that impose restrictions on
transfer within the United States or to U.S. persons. Although securities
subject to such transfer restrictions may be marketable abroad, they may be
less liquid than foreign securities of the same class that are not subject
to such restrictions.
A fund may invest in American Depository Receipts and European Depository
Receipts (ADRs and EDRs), which are certificates evidencing ownership of
shares of a foreign-based issuer held in trust by a bank or similar
financial institution. Designed for use in the U.S. and European securities
markets, respectively, ADRs and EDRs are alternatives to the purchase of
the underlying securities in their national markets and currencies.
FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements may include
agreements to purchase and sell foreign securities in exchange for fixed
U.S. dollar amounts, or in exchange for specified amounts of foreign
currency. Unlike typical U.S. repurchase agreements, foreign repurchase
agreements may not be fully collateralized at all times. The value of the
security purchased by the fund may be more or less than the price at which
the counterparty has agreed to repurchase the security. In the event of a
default by the counterparty, the fund may suffer a loss if the value of the
security purchased is less than the agreed-upon repurchase price, or if the
fund is unable to successfully assert a claim to the collateral under
foreign laws. As a result, foreign repurchase agreements may involve higher
credit risks than repurchase agreements in U.S. markets, as well as risks
associated with currency fluctuations. In addition, as with other emerging
market investments, repurchase agreements with counterparties located in
emerging markets or relating to emerging market securities may involve
issuers or counterparties with lower credit ratings than typical U.S.
repurchase agreements.    
FUNDS' RIGHTS AS SHAREHOLDERS. The funds do not intend to direct or
administer the day-to-day operations of any company. A fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of a fund's investment in the company.
The activities that a fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing
third-party takeover efforts. This area of corporate activity is
increasingly prone to litigation and it is possible that a fund could be
involved in lawsuits related to such activities. FMR will monitor such
activities with a view to mitigating, to the extent possible, the risk of
litigation against the fund and the risk of actual liability if a fund is
involved in litigation. No guarantee can be made, however, that litigation
against the fund will not be undertaken or liabilities incurred.
   FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options; Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing put and Call Options, and Writing Put
and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. A fund will comply with
guidelines established by the SEC with respect to coverage of options and
futures strategies by mutual funds, and, if the guidelines so require, will
set aside appropriate liquid assets in a segregated custodial account in
the amount prescribed. Securities held in a segregated account cannot be
sold while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of a fund's assets could impede
portfolio management or the fund's ability to meet redemption requests or
other current obligations.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. A fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of a fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when a fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500) or the Bond Buyer Municipal Bond Index. Futures can be
held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. Each fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition to the above limitations, a fund will not: (a) sell futures
contracts, purchase put options, or write call options if, as a result,
more than 25% of the fund's total assets would be hedged with futures and
options under normal conditions; (b) purchase futures contracts or write
put options if, as a result, a fund's total obligations upon settlement or
exercise of purchased futures contracts and written put options would
exceed 25% of its total assets; or (c) purchase call options if, as a
result, the current value of option premiums for call options purchased by
a fund would exceed 5% of the fund's total assets. These limitations do not
apply to options attached to or acquired or traded together with their
underlying securities, and do not apply to securities that incorporate
features similar to options.
The above limitations on a fund's investments in futures contracts and
options, and a fund's policies regarding futures contracts and options
discussed elsewhere in this SAI, may be changed as regulatory agencies
permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. A fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. A fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of a fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (OTC) (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows a
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. A fund may
terminate its position in a put option it has purchased by allowing it to
expire or by exercising the option. If the option is allowed to expire, the
fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, a fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option a fund has written, however, the fund
must continue to be prepared to pay the strike price while the option is
outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features) and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). 
Investments currently considered by a fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, non-government-stripped fixed-rate
mortgage-backed securities, and over-the-counter options. Also, FMR may
determine some restricted securities, municipal lease obligations,
government-stripped fixed-rate mortgage-backed securities, loans and other
direct debt instruments, emerging market securities, and swap agreements to
be illiquid. However, with respect to over-the-counter options a fund
writes, all or a portion of the value of the underlying instrument may be
illiquid depending on the assets held to cover the option and the nature
and terms of any agreement the fund may have to close out the option before
expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If, through a change in values, net assets or other
circumstances, a fund were in a position where more than 10% or 15% of its
net assets (see each fund's non-fundamental investment limitations) was
invested in illiquid securities, it would seek to take appropriate steps to
protect liquidity.
INDEXED SECURITIES. A fund may purchase securities whose prices are indexed
to the prices of other securities, securities indices, currencies, precious
metals or other commodities, or other financial indicators. Indexed
securities typically, but not always, are debt securities or deposits whose
value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. Gold-indexed securities, for example, typically
provide for a maturity value that depends on the price of gold, resulting
in a security whose price tends to rise and fall together with gold prices.
Currency-indexed securities typically are short-term to intermediate-term
debt securities whose maturity values or interest rates are determined by
reference to the values of one or more specified foreign currencies, and
may offer higher yields than U.S. dollar-denominated securities of
equivalent issuers. Currency-indexed securities may be positively or
negatively indexed; that is, their maturity value may increase when the
specified currency value increases, resulting in a security that performs
similarly to a foreign-denominated instrument, or their maturity value may
decline when foreign currencies increase, resulting in a security whose
price characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values
of a number of different foreign currencies relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING PROGRAM. Pursuant to an exemptive order issued by the
SEC, each fund has received permission to lend money to, and borrow money
from, other funds advised by FMR or its affiliates. High Income Municipal,
Limited Term Tax-Exempt, and Short-Intermediate Tax-Exempt each will
participate in the interfund borrowing program only as a borrower.
Interfund loans and borrowings normally extend overnight, but can have a
maximum duration of seven days. Loans may be called on one day's notice.
Each fund (except High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt) will lend through the program only when the
returns are higher than those available from other short-term instruments
(such as repurchase agreements). A fund will borrow through the program
only when the costs are equal to or lower than the cost of bank loans. A
fund may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a
lending fund could result in a lost investment opportunity or additional
borrowing costs.
INVERSE FLOATERS are instruments whose interest rates bear an inverse
relationship to the interest rate on another security or the value of an
index. Changes in the interest rate on the other security or index
inversely affect the residual interest rate paid on the inverse floater,
with the result that the inverse floater's price will be considerably more
volatile than that of a fixed-rate bond. For example, a municipal issuer
may decide to issue two variable-rate instruments instead of a single
long-term, fixed-rate bond. The interest rate on one instrument reflects
short-term interest rates, while the interest rate on the other instrument
(the inverse floater) reflects the approximate rate the issuer would have
paid on a fixed-rate bond, multiplied by two, minus the interest rate paid
on the short-term instrument. Depending on market availability, the two
portions may be recombined to form a fixed-rate municipal bond. The market
for inverse floaters is relatively new.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to each fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If a fund does not receive scheduled interest or
principal payments on such indebtedness, the fund's share price and yield
could be adversely affected. Loans that are fully secured offer a fund more
protections than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation
of collateral from a secured loan would satisfy the borrower's obligation,
or that the collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks and may be
highly speculative. Borrowers that are in bankruptcy or restructuring may
never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of developing countries also involves a
risk that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal when
due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a fund.
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the fund could be held
liable as a co-lender. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt
instruments that are not in the form of securities may offer less legal
protection to a fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, each fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, each fund has direct recourse against the borrower, it
may have to rely on the agent to apply appropriate credit remedies against
a borrower. If assets held by the agent for the benefit of a fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by a fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
A fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
Each fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see each fund's investment
limitations). For purposes of these limitations, a fund generally will
treat the borrower as the "issuer" of indebtedness held by the fund. In the
case of loan participations where a bank or other lending institution
serves as financial intermediary between the fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict a fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.    
LOWER-QUALITY DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession. In fact, from 1989 to 1991, the percentage
of lower-quality debt securities that defaulted rose significantly above
prior levels, although the default rate decreased from 1992 and 1993.
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and a fund's ability to sell these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by a fund. In considering investments
for a fund, FMR will attempt to identify those issuers of high-yielding
securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. FMR's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage, earnings prospects, and the experience
and managerial strength of the issuer.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
   LOWER-QUALITY MUNICIPAL SECURITIES.     While the market for municipals
is considered to be substantial, adverse publicity and changing investor
perceptions may affect the ability of outside pricing services used by a
fund to value its portfolio securities, and a fund's ability to dispose of
lower-quality bonds. The outside pricing services are monitored by FMR and
reported to the Board to determine whether the services are furnishing
prices that accurately reflect fair value. The impact of changing investor
perceptions may be especially pronounced in markets where municipal
securities are thinly traded.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to
be in the best interest of the fund's shareholders.
   MARKET DISRUPTION RISK. The value of municipal securities may be
affected by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders in the event of a bankruptcy. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of the
market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all
of the municipal securities held by a fund.
MORTGAGE-BACKED SECURITIES. A fund may purchase mortgage-backed securities
issued by government and non-government entities such as banks, mortgage
lenders, or other financial institutions. A mortgage-backed security is an
obligation of the issuer backed by a mortgage or pool of mortgages or a
direct interest in an underlying pool of mortgages. Some mortgage-backed
securities, such as collateralized mortgage obligations (CMOs), make
payments of both principal and interest at a variety of intervals; others
make semiannual interest payments at a predetermined rate and repay
principal at maturity (like a typical bond). Mortgage-backed securities are
based on different types of mortgages including those on commercial real
estate or residential properties. Other types of mortgage-backed securities
will likely be developed in the future, and a fund may invest in them if
FMR determines they are consistent with the fund's investment objective and
policies.
The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment
risk. Prepayment, which occurs when unscheduled or early payments are made
on the underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.
MUNICIPAL LEASES and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract, and are
issued by state and local governments and authorities to acquire land or a
wide variety of equipment and facilities. Generally, a fund will not hold
such obligations directly as a lessor of the property, but will purchase a
participation interest in a municipal obligation from a bank or other third
party. A participation interest gives the fund a specified, undivided
interest in the obligation in proportion to its purchased interest in the
total amount of the obligation.
Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set
forth requirements that states or municipalities must meet to incur debt.
These may include voter referenda, interest rate limits, or public sale
requirements. Leases, installment purchases, or conditional sale contracts
(which normally provide for title to the leased asset to pass to the
governmental issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.
PHYSICAL COMMODITIES. As a practical matter, investments in physical
commodities can present concerns such as delivery, storage and maintenance,
possible illiquidity and the unavailability of accurate market valuations.
FMR, in addressing these concerns, currently intends to purchase only
readily marketable precious metals and to deliver and store them with a
qualified U.S. bank. Investments in bullion earn no investment income and
may involve higher custody and transaction costs than investments in
securities. Global Resources may receive no more than 10% of its yearly
income from gains resulting from selling metals or any other physical
commodity. Therefore, the fund may be required either to hold its metals or
to sell them at a loss, or to sell its portfolio securities at a gain,when
it would not otherwise do so for investment reasons.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
REFUNDING CONTRACTS. A fund may purchase securities on a when-issued basis
in connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and a fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that
may be several months or several years in the future. A fund generally will
not be obligated to pay the full purchase price if it fails to perform
under a refunding contract. Instead, refunding contracts generally provide
for payment of liquidated damages to the issuer (currently 15-20% of the
purchase price). A fund may secure its obligations under a refunding
contract by depositing collateral or a letter of credit equal to the
liquidated damages provisions of the refunding contract. When required by
SEC guidelines, a fund will place liquid assets in a segregated custodial
account equal in amount to its obligations under refunding contracts.    
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security.    The securities
purchased by a fund are used to collateralize the repurchase obligation. As
such, they 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 interest.     While it does not presently appear
possible to eliminate all risks from these transactions (particularly the
possibility that the value of the underlying security will be less than the
resale price, as well as delays and costs to a fund in connection with
bankruptcy proceedings), it is each fund's (except Equity Portfolio
Growth's) current policy to engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR. Equity Portfolio Growth will engage in repurchase
agreement transactions only with banks of the Federal Reserve System and
primary dealers in U.S.    g    overnment securities.
   RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.    
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. A fund will
enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of a fund's assets and may be
viewed as a form of leverage.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1) a
fund must receive 100% collateral in the form of cash or cash equivalents
(e.g., U.S. Treasury bills or notes) from the borrower; (2) the borrower
must increase the collateral whenever the market value of the securities
loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, a fund must be able to terminate the
loan at any time; (4) a fund must receive reasonable interest on the loan
or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) a fund may pay only reasonable custodian
fees in connection with the loan; and (6) the Board of Trustees must be
able to vote proxies on the securities loaned, either by terminating the
loan or by entering into an alternative arrangement with the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
   SHORT SALES. A fund may enter into short sales with respect to stocks
underlying its convertible security holdings. For example, if FMR
anticipates a decline in the price of the stock underlying a convertible
security a fund holds, it may sell the stock short. If the stock price
subsequently declines, the proceeds of the short sale could be expected to
offset all or a portion of the effect of the stock's decline on the value
of the convertible security. A fund currently intends to hedge no more than
15% of its total assets with short sales on equity securities underlying
its convertible security holdings under normal circumstances.
If a fund enters into a short sale, it will be required to set aside
securities equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and will be
required to hold such securities while the short sale is outstanding. A
fund will incur transaction costs, including interest expense, in
connection with opening, maintaining, and closing short sales.
SOVEREIGN DEBT OBLIGATIONS. A fund may purchase sovereign debt instruments
issued or guaranteed by foreign governments or their agencies, including
debt of Latin American nations or other developing countries. Sovereign
debt may be in the form of conventional securities or other types of debt
instruments such as loans or loan participations. Sovereign debt of
developing countries may involve a high degree of risk, and may be in
default or present the risk of default. Governmental entities responsible
for repayment of the debt may be unable or unwilling to repay principal and
interest when due, and may require renegotiation or rescheduling of debt
payments. In addition, prospects for repayment of principal and interest
may depend on political as well as economic factors.
STANDBY COMMITMENTS are puts that entitle holders to same-day settlement at
an exercise price equal to the amortized cost of the underlying security
plus accrued interest, if any, at the time of exercise. A fund may acquire
standby commitments to enhance the liquidity of portfolio securities.
Ordinarily a fund will not transfer a standby commitment to a third party,
although it could sell the underlying municipal security to a third party
at any time. A fund may purchase standby commitments separate from or in
conjunction with the purchase of securities subject to such commitments. In
the latter case, a fund would pay a higher price for the securities
acquired, thus reducing their yield to maturity.
Issuers or financial intermediaries may obtain letters of credit or other
guarantees to support their ability to buy securities on demand. FMR may
rely upon its evaluation of a bank's credit in determining whether to
purchase an instrument supported by a letter of credit. In evaluating a
foreign bank's credit, FMR will consider whether adequate public
information about the bank is available and whether the bank may be subject
to unfavorable political or economic developments, currency controls, or
other governmental restrictions that might affect the bank's ability to
honor its credit commitment.
Standby commitments are subject to certain risks, including the ability of
issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by a fund; and the possibility that the maturities of the
underlying securities may be different from those of the commitments.
STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities. The holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage-backed security, while
the holder of the "interest-only" security (IO) receives interest payments
from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates. As interest rates fall, prepayment
rates tend to increase, which tends to reduce prices of IOs and increase
prices of POs. Rising interest rates can have the opposite effect.    
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of investments or market
factors. Depending on their structure, swap agreements may increase or
decrease a fund's exposure to long- or short-term interest rates (in the
United States or abroad), foreign currency values, mortgage securities,
corporate borrowing rates, or other factors such as security prices or
inflation rates. Swap agreements can take many different forms and are
known by a variety of names. A fund is not limited to any particular form
of swap agreement if FMR determines it is consistent with a fund's
investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
rights to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if a fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease a fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of    a     fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by a fund,    the     fund must be prepared to
make such payments when due. In addition, if the counterparty's
creditworthiness declined, the value of a swap agreement would be likely to
decline, potentially resulting in losses. A fund expects to be able to
reduce its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
A fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of    the     fund's accrued obligations under the
agreement.
   TENDER OPTION BONDS are created by coupling an intermediate- or
long-term, tax-exempt bond (generally held pursuant to a custodial
arrangement) with a tender agreement that gives the holder the option to
tender the bond at its face value. As consideration for providing the
tender option, the sponsor (usually a bank, broker-dealer, or other
financial institution) receives periodic fees equal to the difference
between the bond's fixed coupon rate and the rate (determined by a
remarketing or similar agent) that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. After
payment of the tender option fee, a fund effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt
rate. In selecting tender option bonds for a fund, FMR will consider the
creditworthiness of the issuer of the underlying bond, the custodian, and
the third party provider of the tender option. In certain instances, a
sponsor may terminate a tender option if, for example, the issuer of the
underlying bond defaults on interest payments.    
VARIABLE OR FLOATING RATE OBLIGATIONS bear variable or floating interest
rates and carry rights that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries. Floating rate instruments have interest rates
that change whenever there is a change in a designated base rate while
variable rate instruments provide for a specified periodic adjustment in
the interest rate. These formulas are designed to result in a market value
for the instrument that approximates its par value. In many instances,
bonds and participation interests have tender options or demand features
that permit a fund to tender (or put) the bonds to an institution at
periodic intervals and to receive the principal amount thereof. A fund
considers variable rate instruments structured in this way (Participating
VRDOs) to be essentially equivalent to other VRDOs it purchases. The
Internal Revenue Service (IRS) has not ruled whether the interest on
Participating VRDOs is tax-exempt and, accordingly, a fund intends to
purchase these instruments based on opinions of bond counsel. A fund may
invest in fixed-rate bonds that are subject to third party puts and in
participation interests in such bonds held by a bank in trust or otherwise. 
   WARRANTS are securities that give a fund the right to purchase equity
securities from the issuer at a specific price (the strike price) for a
limited period of time. The strike price of warrants typically is much
lower than the current market price of the underlying securities, yet they
are subject to similar price fluctuations. As a result, warrants may be
more volatile investments than the underlying securities and may offer
greater potential for capital appreciation as well as capital loss.
Warrants do not entitle a holder to dividends or voting rights with respect
to the underlying securities and do not represent any rights in the assets
of the issuing company. Also, the value of the warrant does not necessarily
change with the value of the underlying securities, and a warrant ceases to
have value if it is not exercised prior to expiration date. These factors
can make warrants more speculative than other types of investments.    
ZERO COUPON BONDS do not make interest payments   ; i    nstead, they are
sold at a deep discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its dividends, a fund takes into account as income a portion of
the difference between a zero coupon bond's purchase price and its face
value.
ELECTRIC UTILITIES INDUSTRY. The electric utilities industry has been
experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open transmission
access to any electricity supplier, although it is not presently known to
what extent competition will evolve. Other risks include: (a) the
availability and cost of fuel, (b) the availability and cost of capital,
(c) the effects of conservation on energy demand, (d) the effects of
rapidly changing environmental, safety, and licensing requirements, and
other federal, state, and local regulations, (e) timely and sufficient rate
increases, and (f) opposition to nuclear power.
HEALTH CARE INDUSTRY. The health care industry is subject to regulatory
action by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for the
health care industry is payments from the Medicare and Medicaid programs.
As a result, the industry is sensitive to legislative changes and
reductions in governmental spending for such programs. Numerous other
factors may affect the industry, such as general and local economic
conditions; demand for services; expenses (including malpractice insurance
premiums); and competition among health care providers. In the future, the
following elements may adversely affect health care facility operations:
adoption of legislation proposing a national health insurance program;
other state or local health care reform measures; medical and technological
advances which dramatically alter the need for health services or the way
in which such services are delivered; changes in medical coverage which
alter the traditional fee-for-service revenue stream; and efforts by
employers, insurers, and governmental agencies to reduce the costs of
health insurance and health care services.
HOUSING. Housing revenue bonds are generally issued by a state, county,
city, local housing authority, or other public agency. They are   
generally     secured by the revenues derived from mortgages purchased with
the proceeds of the bond issue. It is extremely difficult to predict the
supply of available mortgages to be purchased with the proceeds of an issue
or the future cash flow from the underlying mortgages. Consequently, there
are risks that proceeds will exceed supply, resulting in early retirement
of bonds, or that homeowner repayments will create an irregular cash flow.
Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans.
Bonds issued to supply educational institutions with funds are subject to
the risk of unanticipated revenue decline, primarily the result of
decreasing student enrollment. Among the factors that may lead to declining
or insufficient revenues are restrictions on students' ability to pay
tuition, availability of state and federal funding, and general economic
conditions. Student loan revenue bonds are generally offered by state (or
substate) authorities or commissions and are backed by pools of student
loans. Underlying student loans may be guaranteed by state guarantee
agencies and may be subject to reimbursement by the United States
Department of Education through its guaranteed student loan program. Others
may be private, uninsured loans made to parents or students which are
supported by reserves or other forms of credit enhancement. Recoveries of
principal due to loan defaults may be applied to redemption of bonds or may
be used to re-lend, depending on program latitude and demand for loans.
Cash flows supporting student loan revenue bonds are impacted by numerous
factors, including the rate of student loan defaults, seasoning of the loan
portfolio, and student repayment deferral during periods of forbearance.
Other risks associated with student loan revenue bonds include potential
changes in federal legislation regarding student loan revenue bonds, state
guarantee agency reimbursement and continued federal interest and other
program subsidies currently in effect.
WATER AND SEWER. Water and sewer revenue bonds are often considered to have
relatively secure credit as a result of their issuer's importance, monopoly
status, and generally unimpeded ability to raise rates. Despite this, lack
of water supply due to insufficient rain, run-off, or snow pack is a
concern that has led to past defaults. Further,    public resistance to
rate increases,     costly environmental litigation   ,     and federal
environmental mandates are challenges faced by issuers of water and sewer
bonds.
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads   ,      highways    or other transit
facilities    . Airport bonds are dependent on the general stability of the
airline industry and on the stability of a specific carrier that uses the
airport as a hub. Air traffic generally tracks broader economic trends and
is also affected by the price and availability of fuel. Toll road bonds are
also affected by the cost and availability of fuel as well as toll levels,
the presence of competing roads, and the general economic health of the
area. Fuel costs and availability also affect other transportation-related
securities, as does the presence of alternate forms of transportation, such
as public transportation.
The following paragraph restates fundamental policies previously disclosed
in the above descriptions of security types and investment practices.
   FUNDAMENTAL POLICIES    : It is the policy of    Equity Portfolio
Growth     to    engage in     repurchase    agreement     transactions
   only with     banks of the Federal Reserve System and primary dealers in
U.S.    G    overnment securities   .    
SPECIAL CONSIDERATIONS AFFECTING CANADA
Canada occupies the northern part of North America and is the second
largest country in the world (3.97 million square miles in area) extending
from the Atlantic Ocean to the Pacific Ocean. The companies in which the
funds may invest include those involved in the energy industry, industrial
materials (chemicals, base metals, timber and paper) and agricultural
materials (grain cereals). The economy of Canada is strongly influenced by
the activities of companies and industries involved in the production and
processing of natural resources. Canada is a major producer of
hydroelectricity, oil and gas. The business activities of companies in the
energy field may include the production, generation, transmission,
marketing, control or measurement of energy or energy fuels. The securities
of companies in the energy industry are subject to changes in value and
dividend yield which depend, to a large extent, on the price and supply of
energy fuels. Rapid price and supply fluctuations may be caused by events
relating to international politics, energy conservation and the success of
exploration products. Canada is one the world's leading industrial
countries and is rich in natural resources such as zinc, uranium, nickel,
gold, silver, aluminum, iron and copper. Forest covers over 44% of land
area, making Canada a leading world producer of newsprint. Canada is also a
major exporter of agricultural products.
Canada, the United States and Mexico began to implement the North American
Free Trade Agreement (NAFTA) in 1994, reducing trade barriers affecting
important sectors of each country's economy. This agreement is expected to
lead to increased trade among the three countries. 
Many factors affect and could have an adverse impact on the financial
condition of Canada, including social, environmental and economic
conditions, factors which are not within the control of Canada. Although
the Canadian political system is generally more stable than that of many
other foreign countries, continued tension with respect to greater
independence for, or possible separation of, Quebec causes political
uncertainty. Moreover, while the Canadian dollar is generally less volatile
relative to the U.S. dollar than other foreign currencies, the value of the
Canadian dollar has decreased significantly in recent years. Continued
efforts to reduce the structural Canadian budget deficit will be required.
FMR is unable to predict what effect, if any, such factors would have on
instruments held in the fund's portfolio.
Securities of Canadian companies are not considered by FMR to have the same
level of risk as those of other non-U.S. companies. Canadian and U.S.
companies are generally subject to similar auditing and accounting
procedures, and similar government supervision and regulation. Canadian
markets are more liquid than many other foreign markets and share similar
characteristics with U.S. markets. A fund may elect to participate in new
equity issues or initial public offerings of Canadian companies.
SPECIAL CONSIDERATIONS AFFECTING LATIN AMERICA
Latin America is a region rich in natural resources such as oil, copper,
tin, silver, iron ore, forestry, fishing, livestock, and agriculture. The
region has a large population (roughly 300 million) representing a large
number of markets. Economic growth was strong in the 1960s and 1970s, but
slowed dramatically in the 1980s as a result of poor economic policies,
higher international interest rates and the denial of access to new foreign
capital. Capital flight has proven a persistent problem and external debt
has been forcibly rescheduled. High inflation and low economic growth have
begun to give way to stable, manageable inflation rates and higher economic
growth, although political turmoil (including assassinations) continues in
some countries. Changes in political leadership and the implementation of
market oriented economic policies, such as privatization, trade reform, and
fiscal and monetary reform are among the recent steps taken to renew
economic growth. External debt is being restructured and flight capital
(domestic capital that has left the home country) has begun to return.
Various trade agreements have also been formed within the region, including
the Andean Pact, Mercosur, and NAFTA. NAFTA, which was implemented on
January 1, 1994, is the largest of these agreements.
Latin American equity markets can be extremely volatile and in the past
have shown little correlation with the United States market. Currencies
have typically been weak, given high inflation rates, but have stabilized
more recently. Most currencies are not free floating, but wide fluctuations
in value over relatively short periods of time can still occur due to
changes in the market.
Mexico's economy is a mixture of state-owned industrial plants (notably
oil), private manufacturing and services, and both large-scale and
traditional agriculture. Mexico's economy has been transformed
significantly over the last six to seven years. Large budget deficits and a
high level of state ownership in many productive and service areas have
given way to balanced budgets and privatization. In the last few years, the
government has sold the telephone company, the major steel companies, the
banks, and many others. The major state ownership remaining is in the oil
sector and the electricity sector. Economic policy transformation has led
to much reduced inflation and more stable economic growth in the last few
years. The recently implemented NAFTA will further cement the economic ties
between Mexico, Canada, and the United States.
Continued political unrest, particularly in southern Mexico, and
uncertainty as to the effectiveness of reforms have recently had an adverse
impact on economic development. In December 1994, Mexico reversed a
long-held currency policy by devaluing the Mexican peso and allowing it to
float freely. The value of the peso against the U.S. dollar and other
currencies declined sharply. As a result, Mexican stocks plunged while
interest rates soared, and other Latin America securities markets were also
adversely affected. Extension and continuance of financial aid to Mexico
from the U.S., including loan guarantees, is uncertain at this time.
Brazil is the sixth largest country in the world in population, with about
155 million people, and represents a huge domestic market. Brazil entered
the 1990s with declining real growth, runaway inflation, an unserviceable
foreign debt of $122 billion, and a lack of policy direction. Brazil's rate
of consumer-price inflation continues to accelerate while gross domestic
product (GDP) remains depressed. A major long-run strength is Brazil's
natural resources. Iron ore, bauxite, tin, gold, and forestry products make
up some o   f     Brazil's natural resource base, which includes some of
the largest mineral reserves in the world. The private sector has remained
efficient, mainly through export promotion. The government has recently
embarked on an ambitious reform program that seeks to modernize and
reinvigorate the economy by stabilizing prices, deregulating the economy,
and opening the economy to increased foreign competition. Privatization of
certain industries is proceeding slowly.
Chile, like Brazil, is endowed with considerable mineral resources,
particularly copper, which accounts for 40% of total exports. Export
production (especially in the forestry and mining sectors) continues to be
the main long-term engine of economic growth and modernization. Economic
reform has been ongoing in Chile for over 15 years, but political democracy
has only recently returned to Chile. Privatization of the public sector
beginning in the early 1980s has bolstered the equity market. A
well-organized pension system has created a long-term domestic investor
base.
Argentina is strong in wheat production and other foodstuffs and in
livestock ranching. A well-educated and skilled population boasts one of
the highest literacy rates in the region. The country has been ravaged by
decades of extremely high inflation and political instability. Like Mexico,
however, Argentina has had a dramatic transformation in its economy in the
last several years. Extremely high inflation rates and stagnant economic
growth have been replaced by low inflation and strong economic growth.
Massive privatization has occurred and continues, which should reduce the
amount of external debt outstanding.
Venezuela has substantial oil reserves. External debt is being
renegotiated, and the government is implementing economic reform in order
to reduce the size of the public sector, although these reform attempts
have recently met with political opposition. Internal gasoline prices,
which are one-third those of international prices, are being increased in
order to reduce subsidies. Price controls did not prevent annual inflation
from reaching at least 75% in 1994, compared to 45.9% in 1993. The official
target of 25-30% inflation for 1995 is improbable, with a continuation of
higher levels more likely. The failure of major banks adversely affected
the Venezuelan economy in 1994 and could continue to have a negative
impact. Plans for privatization and exchange and interest rate
liberalization are examples of recently introduced reforms. It is not clear
when the economic situation in Venezuela will improve and the country
remains extremely dependent on oil.
SPECIAL CONSIDERATIONS AFFECTING JAPAN, THE PACIFIC BASIN, AND SOUTHEAST
ASIA
Many Asian countries may be subject to a greater degree of social,
political and economic instability than is the case in the United States
and Western European countries. Such instability may result from (i)
authoritarian governments or military involvement in political and economic
decision-making; (ii) popular unrest associated with demands for improved
political, economic and social conditions; (iii) internal insurgencies;
(iv) hostile relations with neighboring countries; and (v) ethnic,
religious and racial disaffection.
The economies of most of the Asian countries are heavily dependent upon
international trade and are accordingly affected by protective trade
barriers and the economic conditions of their trading partners,
principally, the United States, Japan, China and the European Community.
The enactment by the United States or other principal trading partners of
protectionist trade legislation, reduction of foreign investment in the
local economies and general declines in the international securities
markets could have a significant adverse effect upon the securities markets
of the Asian countries. 
Thailand has one of the fastest growing stock markets in the world. The
manufacturing sector is becoming increasingly sophisticated and is
benefiting from export-oriented investing. The manufacturing and service
sectors continue to account for the bulk of Thailand's economic growth. The
agricultural sector continues to become less important. The government has
followed fairly sound fiscal and monetary policies, aided by increased tax
receipts from a fast moving economy. The government also continues to move
ahead with new projects - especially telecommunications, roads and port
facilities - needed to refurbish the country's overtaxed infrastructure.
Nonetheless, political unrest has caused many international businesses to
question Thailand's political stability.
Hong Kong's economic growth which was vigorous in the 1980s has not been
positively affected by its impending return to Chinese dominion in 1997.
Although China has committed by treaty to preserve the economic and social
freedoms enjoyed in Hong Kong for 50 years after regaining control of Hong
Kong, the continuation of the current form of the economic system in Hong
Kong after the reversion will depend on the actions of the government of
China. Business confidence in Hong Kong, therefore, can be significantly
affected by developments, which in turn can affect markets and business
performance. In preparation for 1997, Hong Kong has continued to develop
trade with China, while also maintaining its long-standing export
relationship with the United States. Spending on infrastructure
improvements is a significant priority of the colonial government while the
private sector continues to diversify abroad based on its position as an
established international trade center in the Far East.
In terms of GDP, industrial standards and level of education, South Korea
is second only to Japan in Asia. It enjoys the benefits of a diversified
economy with well developed sectors in electronics, automobiles, textiles
and shoe manufacture, steel and shipbuilding among others. The driving
force behind the economy's dynamic growth has been the planned development
of an export-oriented economy in a vigorously entrepreneurial society.
Inflation rates, however, began to challenge South Korea's strong economic
performance in the early 1990s. Moreover, the international situation
between South Korea and North Korea continues to be uncertain.
Indonesia is a mixed economy with many socialist institutions and central
planning but with a recent emphasis on deregulation and private enterprise.
Like Thailand, Indonesia has extensive natural wealth, yet with a large and
rapidly increasingly population, it remains a poor country. Indonesia's
dependence on commodity exports makes it vulnerable to a fall in world
commodity prices. 
   Malaysia has one of the fastest growing economies in the Asian-Pacific
region. Malaysia has become the world's third-largest producer of
semiconductor devices (after the United States and Japan) and the world's
largest exporter of semiconductor devices. More remarkable is the country's
ability to achieve rapid economic growth with relative price stability as
the government followed prudent fiscal and monetary policies. Malaysia's
high export dependence level leaves it vulnerable to recession in the
countries with which it trades or to a fall in world commodity prices.
India is one of the world's top fifteen industrial nations and has
considerable natural resources. The government exercises significant
influence over many aspects of the economy. Accordingly, future government
actions could have a significant effect on private sector companies, market
conditions, and prices and yields of securities of Indian issuers held by a
fund. Policymakers in India actively encourage foreign direct investment,
particularly in labor intensive industries. In addition, Indian stock
exchanges rely entirely on delivery of physical share certificates and have
experienced operational difficulties. These problems have included the
existence of fraudulent shares in the market, failed trades, and delays in
the settlement and registration of securities transactions. Indian stock
exchanges have in the past been forced to close for political reasons; for
example, a brokers' strike closed the exchange for ten days in December
1993, and there is no assurance that the exchanges will not be forced to
close again.    
Singapore has an open entrepreneurial economy with strong service and
manufacturing sectors and excellent international trading links derived
from its history. During the 1970s and the early 1980s, the economy
expanded rapidly, achieving an average annual growth rate of 9%. Per capita
GDP is among the highest in Asia. Singapore holds a position as a major oil
refining and services center.
Japan currently has the second largest GDP in the world. The Japanese
economy has grown substantially over the last three decades. Its growth
rate averaged over 5% in the 1970s and 1980s. However, in the 1990s, the
growth rate in Japan has slowed. Despite small rallies and market gains,
Japan has been plagued with economic sluggishness. Economic conditions have
weakened considerably in Japan since October 1992. The boom in Japan's
equity and property markets during the expansion of the late 1980's
supported high rates of investment and consumer spending on durable goods,
but both of these components of demand have now retreated sharply following
the decline in asset prices. Profits have fallen sharply, the previously
tight labor market conditions have eased considerably, and consumer
confidence has waned. The banking sector has experienced a sharp rise in
non-performing loans, and strains in the financial system may continue.
Continued political uncertainty has resulted from numerous changes in
government, shifting government coalitions and the political and economic
problems associated with a large trade imbalance.
Although Japan's economic growth has declined significantly since 1990,
many Japanese companies seem capable of rebounding due to increased
investments, smaller borrowings, increased product development and
continued government support. Growth recovered slightly in 1994. Japan's
economic growth in the early 1980s was due in part to government
borrowings. Japan is heavily dependent upon international trade and,
accordingly, has been and may continue to be adversely affected by trade
barriers, and other protectionist or retaliatory measures of, as well as
economic conditions in, the United States and other countries with which it
trades. Industry, the most important sector of the economy, is heavily
dependent on imported raw materials and fuels. Japan's major industries are
in the engineering, electrical, textile, chemical, automobile, fishing, and
telecommunication fields. Japan imports iron ore, copper, and many forest
products. Only 19% of its land is suitable for cultivation. Japan's
agricultural economy is subsidized and protected. It is about 50%
self-sufficient in food production. Even though Japan produces a minute
rice surplus, it is dependent upon large imports of wheat, sorghum, and
soybeans from other countries. Japan's high volume of exports such as
automobiles, machine tools, and semiconductors have caused trade tensions
with other countries, particularly the United States. Attempts to approve
trading agreements between the countries may reduce the friction caused by
the current trade imbalance. In recent months, the Japanese markets have
also been adversely affected by the earthquake in Kobe, Japan, and the
bankruptcy of Barings Bank, Ltd., although the long-term effects of these
events are difficult to predict.
Australia has a prosperous Western-style capitalist economy, with a per
capita GDP comparable to levels in industrialized West European countries.
It is rich in natural resources and is the world's largest exporter of beef
and wool, second-largest exporter of mutton, and among the top wheat
exporters. Australia is also a major exporter of minerals, metals and
fossil fuels. Due to the nature of its exports, a downturn in world
commodity prices could have a significant negative impact on its economy. 
SPECIAL CONSIDERATIONS AFFECTING EUROPE
New developments surrounding the creation of a unified common market in
Europe have helped to reduce physical and economic barriers promoting the
free flow of goods and services throughout Western Europe. These new
developments could make this new unified market one of the largest in the
world.
The European Community (EC) consists of Belgium, Denmark, France, Germany,
Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, and the
United Kingdom (the member states). In 1986, the member states of the EC
signed the "Single European Act," an agreement committing these countries
to the establishment of a market among themselves, unimpeded by internal
barriers or hindrances to the free movement of goods, persons, services, or
capital. To meet this goal, a series of directives have been issued to the
member states. Compliance with these directives is designed to eliminate
three principal categories of barriers: 1) physical frontiers, such as
customs posts and border controls; 2) technical barriers (which include
restrictions operating within national territories) such as regulations and
norms for goods and services (product standards); discrimination against
foreign bids (bids by other EC members) on public purchases; or
restrictions on foreign requests to establish subsidiaries; and 3) fiscal
frontiers, notably the need to levy value-added taxes, tariffs, or
excise    taxe    s on goods or services imported from other EC states.
The ultimate goal of this project is to achieve a large unified domestic
European market in which available resources would be more efficiently
allocated through the elimination of the above-mentioned barriers and the
added costs associated with those barriers. Elimination of these barriers
would simplify product distribution networks, allow economies of scale to
be more readily achieved, and free the flow of capital and other resources.
The Maastricht Treaty on economic and monetary union (EMU) attempts to
provide its members with a stable monetary framework consistent with the
EC's broad economic goals. But until the EMU takes effect, which is
intended to occur between 1997 and 1999, the community will face the need
to reinforce monetary cooperation in order to reduce the risk of a
recurrence of tensions between domestic and external policy objectives.
The total European market, as represented by both EC and non-EC countries,
consists of over 328 million consumers, making it larger currently than
either the United States or Japanese markets. European businesses compete
nationally and internationally in a wide range of industries including:
telecommunications and information services, roads and transportation,
building materials, food and beverages, broadcast and media, financial
services, electronics, and textiles. Actual and anticipated actions on the
part of member states to conform to the unified Europe directives has
prompted interest and activity not only by European firms, but also by
foreign entities anxious to establish a presence in Europe that will result
from these changes. Indications of the effect of this response to a unified
Europe can be seen in the areas of mergers and acquisitions, corporate
expansion and development, GDP growth, and national stock market activity.
The early experience of the former centrally planned economies has already
demonstrated the crucially important link between structural reforms,
macroeconomic stabilization, and successful economic transformation. Among
the central European countries, the Czech Republic, Hungary, and Poland
have made the greatest progress in structural reform; inflationary
pressures    in those countries     have abated following price
liberalization, and output has begun to recover. These achievements will be
difficult to sustain, however, in the absence of strong efforts to contain
the large fiscal deficits that have accompanied the considerable losses of
output and tax revenue since the start of the reform process.
In the Baltic countries there are encouraging signs that reforms are taking
hold and are being supported by strong stabilization efforts. In most other
countries of the former Soviet Union, in contrast, inadequate stabilization
efforts now threaten to lead to hyper-inflation, which could derail the
reform process. Inflation, which had abated following the immediate impact
of price liberalization in early 1992, surged to extremely high levels. The
main reason for this development has been excessive credit expansion to the
government and to state enterprises. The transformation process is being
seriously hampered by the widespread subsidization of inefficient
enterprises and the resulting misallocation of resources. The lack of
effective economic and monetary cooperation among the countries of the
former Soviet Union exacerbates other problems by severely constraining
trade flows and impeding inflation control. Partly as a result of these
difficulties, some countries have decided that the introduction of separate
currencies offers the best scope for avoiding hyper-inflation and for
improving economic conditions. This development can facilitate the
implementation of stronger stabilization programs. 
Economic conditions appear to have improved for some of the transition
economies of central Europe. Following three successive years of output
declines, there are preliminary indications of a turnaround in the Czech   
Republic     and    the     Slovak Republic, Hungary and Poland; growth in
private sector activity and strong exports, especially to Western Europe,
now appear to have contained the fall in output. Most central European
countries in transition, however, are expected to achieve positive real
growth in 1995 as market reforms deepen. The strength of the projected
output gains will depend crucially on the ability of the reforming
countries to contain fiscal deficits and inflation and on their continued
access to, and success in, export markets. Economic conditions in the
former Soviet Union have continued to deteriorate. Real GDP in Russia is
estimated to have fallen 19 percent in 1992, after a 9 percent decline in
1991. In many other countries of the region, output losses have been even
larger. These declines reflect the adjustment difficulties during the early
stages of the transition, high rates of inflation, the compression of
imports, disruption in trade among the countries of the former Soviet
Union, and uncertainties about the reform process itself. Large-scale
subsidies are delaying industrial restructuring and are exacerbating the
fiscal situation. A reversal of these adverse factors is not anticipated in
the near term, and output is expected to decline further in most of these
countries. A number of their governments, including those of Hungary and
Poland, are currently implementing or considering reforms directed at
political and economic liberalization, including efforts to foster
multi-party political systems, decentralize economic planning, and move
toward free market economies. At present, no Eastern European country has a
developed stock market, but Poland, Hungary and the Czech Republic have
small securities markets in operation. Ethnic and civil conflict   s    
currently rage throughout the former Yugoslavia. The outcome is uncertain.
Both the EC and Japan, among others, have made overtures to establish
trading arrangements and assist in the economic development of the Eastern
European nations. There is also an urgent need for positive steps to resist
protectionist pressures, especially by bringing the multilateral trade
negotiations under the Uruguay Round of the General Agreement on Trade and
Tariffs to a successful conclusion. Determined action to alleviate
short-term difficulties and to achieve key medium-term objectives would
unquestionably strengthen consumer and business confidence. Interest rates
generally have declined somewhat with the easing of tensions in the
Exchange Rate Mechanism, but for most countries tight monetary conditions
remain an obstacle to stronger growth and a threat to exchange market
stability. However, in the long-term, reunification could prove to be an
engine for domestic and international growth.
The conditions that have given rise to these developments are changeable,
and there is no assurance that reforms will continue or that their goals
will be achieved.
Portugal is a genuinely emerging market which has experienced rapid growth
since the mid-1980s, except for a brief period of stagnation over 1990-91.
Portugal's government remains committed to privatization of the financial
system away from one dependent upon the banking system to a more balanced
structure appropriate for the requirements of a modern economy.
Economic reforms launched in the 1980s continue to benefit Turkey in the
1990s. Turkey's economy has grown since the 1980s. Agriculture remains the
most important economic sector, employing over half of the labor force, and
accounting for significant portions of GDP and exports. Inflation and
interest rates remain high, and a large budget deficit will continue to
cause difficulties in Turkey's    continuing     transformation from a
centrally controlled to a free market economy.
Like many other Western economies, Greece suffered severely from the global
oil price hikes of the 1970s, with annual GDP growth plunging from 8% to 2%
in the 1980s, and inflation, unemployment, and budget deficits rising
sharply. The fall of the socialist government in 1989 and the inability of
the conservative opposition to obtain a clear majority led to business
uncertainty and the prospect for continued flat economic performance. Once
Greece has sorted out its political situation, it will have to face the
challenges posed by the steadily increasing integration of the EU,
including the progressive lowering of trade and investment barriers.
Tourism continues as a major industry, providing a vital offset to a
sizable commodity trade deficit.
REAL GDP ANNUAL RATE OF GROWTH
1993
Denmark            1.2   %        
 
France             -1.0   %       
 
Germany            -1.1   %       
 
Italy              -0.7   %       
 
Netherlands        -1.0   %       
 
Spain              -0.6   %       
 
Switzerland        2.0   %        
 
United Kingdom        2.0%        
 
Source: World Economic Outlook October 1994
(Figures are quoted based on each country's domestic currency.)
NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1994
GROWTH IN U.S. DOLLARS
EUROPE
           6 Months   12 Months   5 Years    
 
Greece       -10.22     5.56        2.71     
Portugal     .65        7.68        -5.53    
Turkey       48.77      -45.261     -7.386   
 
SPECIAL CONSIDERATIONS AFFECTING AFRICA
Africa is a continent of roughly 50 countries with a total population of
approximately 840 million people. Literacy rates (the percentage of people
who are over 15 years of age and who can read and write) are relatively
low, ranging from 20% to 60%. The primary industries include crude oil,
natural gas, manganese ore, phosphate, bauxite, copper, iron, diamonds,
cotton, coffee, cocoa, timber, tobacco, sugar, tourism, and cattle. Many
African countries are fraught with political instability. However, there
has been a trend over the past several years toward democratization. Many
countries are moving from a military style, Marxist, or single party
government to a multi-party system. Still, there remain many countries that
do not have a stable political process. Many countries have been enmeshed
in civil   ,     ethnic or border wars. Ethnic, religious, cultural and
linguistic differences divide the African peoples. Economically, the
Northern Rim countries (including Morocco, Egypt, and Algeria)   ,    
Nigeria, Zimbabwe and South Africa are the wealthier countries on the
continent due to their strong ties with the European nations. The market
capitalization of these countries has been growing recently as more
international companies invest in Africa and as local companies start to
list on the exchanges. However, religious strife has been a significant
source of instability in the Northern Rim countries. Although racial
discord in South Africa may be reduced by constitutional and political
changes that are in progress, as well as increased foreign investments, the
long-term future of South Africa remains uncertain.
On the other end of the economic spectrum are countries, such as
Burkina-Faso, Madagascar, and Malawi, that are considered to be among the
poorest or least developed in the world. These countries are generally
landlocked or have poor natural resources. The economies of many African
countries are heavily dependent on international oil prices. Of all the
African industries, oil has been the most lucrative, accounting for 40% to
60% of many countries' GDP. However, the general decline in oil prices has
had an adverse impact on many economies.
PORTFOLIO TRANSACTIONS 
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the
management contract. If FMR grants investment management authority to the
sub-advisers (see the section entitled "Management Contracts"), the
sub-advisers are authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and, for equity funds, arrangements for
payment of fund expenses. Generally, commissions for foreign investments
traded on foreign exchanges will be higher than for U.S. investments and
may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities;    and     the
availability of securities or the purchasers or sellers of securities   .
In addition, such broker-dealers may furnish     analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and performance of accounts; and effect securities
transactions and perform functions incidental thereto (such as clearance
and settlement). Generally, FMR selects such broker-dealers (to the extent
possible consistent with execution considerations) in accordance with a
ranking of broker-dealers determined periodically by FMR's investment staff
(for equity funds), based upon the quality of research and execution
services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by, and to place
portfolio transactions with, brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with FBSI and    Fidelity
Brokerage Services (    FBS   )    , subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services.    From
September 1992 through December 1994, FBS operated under the name Fidelity
Brokerage Services Limited, Inc. (FBSL). As of January 1995, FBSL was
converted into a limited liability company and assumed the name FBS.
    Prior to September 4, 1992, FBSL operated under the name Fidelity
Portfolio Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by Overseas, Equity Portfolio Growth,
Global Resources, Growth Opportunities, Strategic Opportunities, Equity
Income, and Income & Growth toward payment of that fund's expenses, such as
transfer agent fees or custodian fees. The transaction quality must,
however, be comparable to those of other qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The funds' Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of each fund and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
For the fiscal periods ended 1993 and 1994, respectively, each fund's
portfolio turnover rates are shown in the chart below. Because a high
turnover rate increases transaction costs and may increase taxable gains,
FMR carefully weighs the anticipated benefits of short-term investing
against these consequences. An increased turnover rate is due to a greater
volume of shareholder purchase orders, short-term interest rate volatility
and other special market conditions.
Fund     Fiscal Period Ended 1993   1994
Overseas    October 31  42%   34%
Equity Portfolio Growth   November 30  160%   137%
Global Resources    October 31  208%   125%
Growth Opportunities   October 31  69%   43%
Strategic Opportunities   September 30+  183%   159%
Equity Income    November 30  120%   140%
Income & Growth   October 31  200%   202%
Emerging Markets Income   December 31   N/A*   354%**
High Yield    October 31  79%   118%
   Strategic Income    December 31   N/A*   104%**    
Government Investment   October 31  333%   313%
Limited Term Bond   November 30  59%   68%
Short Fixed-Income   October 31  58%   108%
High Income Municipal   October 31  27%   38%
Limited Term Tax-Exempt   November 30  46%   53%
   Short-Intermediate Tax-Exempt  November 30   N/A*   111%**    
* Emerging Markets Income, Strategic Income, and Short-Intermediate
Tax-Exempt commenced operations    on March 10, 1994, October 31, 1994, and
March 16, 1994, respectively.    
** Annualized. Portfolio turnover rates shown are from commencement of
operations to the end of the fiscal period, as indicated.
+    As of November 9, 1994, t    he fiscal year end for Strategic
Opportunities    changed     from September 30 to December 31.
The brokerage commissions paid by    Overseas, Equity Portfolio Growth,
Global Resources, Growth Opportunities, Strategic Opportunities, Equity
Income, and Income & Growth    , the p   ortion     of this amount paid to
firms providing research and the fees paid to FBSI and FBS    (formerly
FBSL)     for the past three fiscal years are listed in the following
table.    The second table shows the approximate dollar amount of the
transactions on which brokerage commissions were paid for fiscal 1994.
    The    third     table shows the percentage of brokerage commissions
paid to, and the amount of transactions effected through, FBSI and FBS for
fiscal 1994. Each fund pays both commissions and spreads in connection with
the placement of portfolio transactions; FBSI and FBS are paid on a
commission basis. The difference between the percentage of brokerage
commissions paid and the percentage of the dollar amount of transactions
effected through FBSI    and FBS     is a result of the low commission
rates charged by FBSI    and FBS    . The other funds paid no brokerage
commissions for the fiscal years 1992 through 1994.
 
 
 
<TABLE>
<CAPTION>
                       FISCAL                     TOTAL                  AMOUNT     PAID          TO FBSI            TO FBS        
                       PERIOD                        AMOUNT            TO FIRMS                                                     
                      ENDED                          PAID              PROVIDING                                                    
                                                                       RESEARCH   *                                                 
 
<S>                <C>                  <C>       <C>                  <C>                         <C>                <C>           
OVERSEAS              October 31                                                                                                    
 
1994                                              $ 1,601,660             $ 1,358,208        $ 685              $ 0          
 
1993                                                500,186                 435,162                  800                0           
 
1992                                                119,400                 106,266                  30                 1,179       
 
EQUITY PORTFOLIO 
GROWTH               November 30                                                                                                   
 
1994                                               2,086,370               1,224,699                729,903            0           
 
1993                                                915,767                 503,672                  362,158            0           
 
1992                                                424,364                 233,400                  148,571            0           
 
GLOBAL RESOURCES      October 31                                                                                                    
 
1994                                                630,752                 401,789                  195,272            0           
 
1993                                                147,017                 97,472                   41,286             0           
 
1992                                                58,180                  42,471                   13,864             0           
 
GROWTH 
OPPORTUNITIES         October 31                                                                                                    
 
199   4                                             3,589,080               1,970,405                1,368,574          0           
 
   1993                                                2,583,165            1,529,234                   899,767            0        
 
1992                                                1,147,967               747,327                  334,189            925         
 
STRATEGIC 
OPPORTUNITIES         December 31                                                                                                   
 
10/1/94 - 12/31/94                                     403,617              295,089                  70,46   5          0           
 
10/1/93 - 9/30/94                                   1,1   66,854            974,489                     151,233            96       
 
1993                                                1,068,788               876,406                  103,206            0           
 
1992                                                1,087,115               851,211                  126,298            0           
 
EQUITY INCOME         November 30                                                                                                   
 
1994                                                827,499                 489,052                  290,182            0           
 
1993                                                557,493                 382,440                  126,832            0           
 
1992                                                342,397                 205,781                  107,503            441         
 
INCOME & GROWTH       October 31                                                                                                    
 
1994                                                7,338,038               5,584,247                1,104,577          0           
 
1993                                               2,998,137               1,945,791                796,821            0           
 
1992                                                767,720                 483,664                  143,974            0           
 
</TABLE>
 
   *     The provision of research services was not necessarily a factor in
the placement of all this business with such firms.
   The table below depicts the total amount of transactions on which
brokerage commissions were paid for the fiscal periods ending 1994:    
 
<TABLE>
<CAPTION>
<S>                               <C>                     <C>       <C>                       
                                     FISCAL PERIOD
                    TOTAL AMOUNT OF        
                                     ENDED                             TRANSACTIONS           
 
   Overseas                          October 31                        $ 593,714,765          
 
   Equity Portfolio Growth           November 30                         1,928,842,370        
 
   Global Resources                  October 31                          306,587,110          
 
   Growth Opportunities              October 31                          3,131,464,670        
 
   Strategic Opportunities           December 31*                        302,116,639          
 
                                     September 30**                      772,540,571          
 
   Equity Income                     November 30                         632,935,142          
 
   Income & Growth                   October 31                          4,083,654,796        
 
</TABLE>
 
   * Period of October 1, 1994 through December 31, 1994.
** Period of October 1, 1993 through September 30, 1994.    
 
<TABLE>
<CAPTION>
<S>                        <C>                     <C>       <C>             <C>            <C>             <C>            
                              FISCAL PERIOD                  % OF            % OF           % OF            % OF           
                              ENDED                          COMMISSIONS     COMMISSIONS    TRANSACTIONS    TRANSACTIONS   
                                                             PAID TO FBSI    PAID TO FBS    EFFECTED        EFFECTED       
                                                             1994            1994           THROUGH         THROUGH FBS    
                                                                                            TO FBSI         1994           
                                                                                            1994                           
 
Overseas                      October 31                       .04             0              17.46           0            
 
Equity Portfolio Growth       November 30                      35.0            0              49.2            0            
 
Global Resources              October 31                       31.0            0              52.7            0            
 
Growth Opportunities          October 31                          38.1         0              50.1            0            
 
Strategic Opportunities       December 31                      17.5            0              2   9.9         0            
 
Equity Income                 November 30                      35.1            0              45.6            0            
 
Income & Growth               October 31                       15.1            0              20.7            0            
 
</TABLE>
 
From time to time, the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds or accounts are simultaneously engaged in the
purchase or sale of the same security, the prices and amounts are allocated
in accordance with procedures believed to be appropriate and equitable for
each fund and account. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to participate
in volume transactions will produce better executions and prices for the
funds. It is the current opinion of the Trustees that the desirability of
retaining FMR as investment adviser to each fund outweighs any
disadvantages that may be said to exist from exposure to simultaneous
transactions.
VALUATION
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the United States are valued at last sale price or,
if no sale has occurred, at the closing bid price. Most equity securities
for which the primary market is outside the United States are valued using
the official closing price or the last sale price in the principal market
in which they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or last bid price normally is used. 
   Fixed-income securities and other assets for which market quotations are
readily available may be valued at market values determined by such
securities' most recent bid prices (sales prices if the principal market is
an exchange) in the principal market in which they normally are traded, as
furnished by recognized dealers in such securities or assets. Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. 
Fixed-income and convertible securities may also be valued on the basis of
information furnished by a pricing service that uses a valuation matrix
which incorporates both dealer-supplied valuations and electronic data
processing techniques. Use of pricing services has been approved by the
Board of Trustees. A number of pricing services are available, and the
Trustees, on the basis of an on-going evaluation of these services, may use
various pricing services or discontinue the use of any pricing service.    
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. Fidelity Service Company (FSC) gathers all exchange
rates daily at the close of the    New York Stock Exchange
(    NYSE   )     using the last quoted price on the local currency and
then translates the value of foreign securities from their local currencies
into U.S. dollars. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then that security will be
valued as determined in good faith by a committee appointed by the Board of
Trustees.
Futures contracts and options are valued on the basis of market quotations,
if available.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by a fund if, in the opinion of a committee appointed
by the Board of Trustees, some other method (e.g., closing over-the-counter
bid prices in the case of debt instruments traded on an exchange) would
more accurately reflect the fair market value of such securities.
PERFORMANCE
Each class of shares may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of shares when redeemed may be more or less than their original cost.
YIELD CALCULATIONS. Yields for a class are computed by dividing the class's
pro rata share of the applicable interest and dividend income, if any, for
a given 30-day or one-month period, net of expenses, by the average number
of shares of that class entitled to receive distributions during the
period, dividing this figure by the class's net asset value (NAV) or
offering price, as appropriate, at the end of the period, and annualizing
the result (assuming compounding of income) in order to arrive at an annual
percentage rate. Income is calculated for purposes of yield quotations in
accordance with standardized methods applicable to all stock and bond
funds. Dividends from equity investments are treated as if they were
accrued on a daily basis, solely for the purposes of yield calculations. In
general, interest income is reduced with respect to bonds trading at a
premium over their par value by subtracting a portion of the premium from
income on a daily basis, and is increased with respect to bonds trading at
a discount by adding a portion of the discount to daily income. For a
fund's investments denominated in foreign currencies, income and expenses
are calculated first in their respective currencies, and are then converted
to U.S. dollars, either when they are actually converted or at the end of
the 30-day or one month period, whichever is earlier. Capital gains and
losses generally are excluded from the calculation as are gains and losses
from currency exchange rate fluctuations.
Income calculated for the purposes of calculating a class's yield differs
from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, a class's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
In calculating a class's yield, a fund may from time to time use a
portfolio security's coupon rate instead of its yield to maturity in order
to reflect the risk premium on that security. This practice will have the
effect of reducing a class's yield.
Yield information may be useful in reviewing a class's performance and in
providing a basis for comparison with other investment alternatives.
However, each class's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates, a
class's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates, the class's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the class's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
Tax-equivalent yield is the rate an investor would have to earn from a
fully taxable investment to equal a class's tax-free yield. Tax-equivalent
yields are calculated by dividing a class's yield by the result of one
minus a stated federal or combined federal and state tax rate. If any
portion of a class's yield is tax-exempt, only that portion is adjusted in
the calculation.
The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 1995. It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of hypothetical
tax-exempt obligations yielding from 2.00% to 8.00%. Of course, no
assurance can be given that a class will achieve any specific tax-exempt
yield. While the tax-exempt funds invest principally in obligations whose
interest is exempt from federal income tax, other income received by the
funds may be taxable.
 
<TABLE>
<CAPTION>
<S>                                        <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
1995 TAX RATES AND TAX-EQUIVALENT YIELDS                                                                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>   <C>   <C>       <C>                                  <C>   <C>   <C>   <C>   <C>   <C>   
            Federal   If individual tax-exempt yield is:                                       
            Income                                                                             
 
</TABLE>
 
            Tax   2.00%   3.00%   4.00%   5.00%   6.00%   7.00%   8.00%   
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>             <C>                <C>                                        <C>   <C>   <C>   <C>   <C>   <C>   
Single 
Return   *       Joint Return*   Bracket   **       Then    t    axable equivalent yield is:                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>           <C>           <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>      
$ 23,351 -    $ 36,001 -    28.0%   2.78%   4.17%   5.56%   6.94%   8.33%   9.72%    11.11%   
$ 56,500      $ 94,250                                                                        
 
$ 56,551 -    $ 94,251 -    31.0%   2.90%   4.35%   5.80%   7.25%   8.70%   10.14%   11.59%   
$117,950      $143,600                                                                        
 
$117,951 -    $143,601 -    36.0%   3.13%   4.69%   6.25%   7.81%   9.38%   10.94%   12.50%   
$256,500      $256,500                                                                        
 
$256,501 -    $256,501      39.6%   3.31%   4.97%   6.62%   8.28%   9.93%   11.59%   13.25%   
 
</TABLE>
 
* Net amount subject to federal income tax after deductions and exemptions.
Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
A tax-exempt fund may invest a portion of its assets in obligations that
are subject to federal income tax. When the fund invests in these
obligations, its tax-equivalent yields will be lower. In the table above,
tax-equivalent yields are calculated assuming investments are 100%
federally tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a class's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in a class's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment over
a stated period, and then calculating the annually compounded percentage
rate that would have produced the same result if the rate of growth or
decline in value had been constant over the period. For example, a
cumulative total return of 100% over ten years would produce an average
annual return of 7.18%, which is the steady annual rate of return that
would equal 100% growth on a compounded basis in ten years. Average annual
returns covering periods of less than one year are calculated by
determining the class's total return for the period, extending that return
for a full year (assuming that return remains constant over the year), and
quoting the result as an annual return. While average annual returns are a
convenient means of comparing investment alternatives, investors should
realize that performance is not constant over time, but changes from year
to year, and that average annual returns represent averaged figures as
opposed to the actual year-to-year performance.
In addition to average annual total returns, unaveraged or cumulative total
returns reflecting the simple change in value of an investment over a
stated period may be quoted. Average annual and cumulative total returns
may be quoted as a percentage or as a dollar amount, and may be calculated
for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking    a
class's     maximum sales charge into account. Excluding a sales charge
from a total return calculation produces a higher total return figure.
Total returns, yield, and other performance information may be quoted
numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using NAVs, adjusted NAVs, and benchmark
indices may be used to exhibit performance. An adjusted NAV includes any
distributions paid and reflects all elements of its return. Unless
otherwise indicated, adjusted NAVs are not adjusted for sales charges, if
any.
MOVING AVERAGES. A growth or growth and income fund may illustrate
performance using moving averages. A long-term moving average is the
average of each week's adjusted closing NAV for a specified period. A
short-term moving average is the average of each day's adjusted closing NAV
for a specified period. Moving Average Activity Indicators combine adjusted
closing NAVs from the last business day of each week with moving averages
for a specified period to produce indicators showing when a NAV has
crossed, stayed above, or stayed below its moving average. 
The 13-week and 39-week long-term moving averages are shown below:*
Fund                                      As of      13-Week   39-Week   
 
Overseas                                  10/28/94   $14.01    $13.88    
 
Equity Portfolio Growth - Class A         11/25/94   28.83     28.55     
 
Equity Portfolio Growth - Institutional   11/25/94   29.17     28.84     
 
Global Resources                          10/28/94   17.65     17.17     
 
Growth Opportunities                      10/28/94   26.30     25.87     
 
Strategic Opportunities - Class A         12/30/94   18.79     19.08     
 
Strategic Opportunities - Class B         12/30/94   18.65     18.96     
 
Equity Income - Class A                   11/25/94   16.24     15.65     
 
Equity Income - Class B                   11/25/94   16.23     15.64     
 
Equity Income - Institutional             11/25/94   16.33     15.70     
 
Income & Growth                           10/28/94   14.77     14.84     
 
* Moving averages are shown for those classes that had commenced operations
prior to June 30, 1995 (the date of this    SAI).
The follow tables and charts show performance for each class of shares of
each fund, and reflect the following information.
INSTITUTIONAL CLASS CHARTS. Institutional Class shares are sold to eligible
investors without a sales charge or a 12b-1 fee. The initial offering of
Institutional Class shares for all funds except Equity Portfolio Growth,
Equity Income, Limited Term Bond, and Limited Term Tax-Exempt was July 3,
1995.
CLASS A CHARTS. Class A shares are sold to eligible investors with a
maximum 4.75% (1.50% for Short Fixed-Income and Short-Intermediate
Tax-Exempt) front-end sales charge, which is reflected in the figures set
forth in the charts below. On September 10, 1992, a 0.65% (for equity
funds) or a 0.25% (for fixed-income funds, except Short Fixed-Income and
Short-Intermediate Tax-Exempt, which have a 0.15% 12b-1 fee) 12b-1 fee for
all Class A shares was imposed. The initial offering of Class A shares for
Equity Portfolio Growth, Equity Income, Limited Term Tax-Exempt, and
Limited Term Bond was September 10, 1992.
CLASS B CHARTS. Class B shares are sold to eligible investors with a 1.00%
12b-1 fee and may be subject to the contingent deferred sales charge upon
redemption (maximum 4.00%). For all funds except Overseas, Global
Resources, Short Fixed-Income, and Short-Intermediate Tax-Exempt, the
initial offering date of Class B shares was June 30, 1994. The initial
offering of Class B shares for Overseas and Global Resources was July 3,
1995.
HISTORICAL BOND FUND RESULTS. The following tables show yields,
tax-equivalent yields (for tax-exempt funds), and total returns for each
class of each fixed-income fund for the 1994 fiscal periods ended as
indicated. The tax-equivalent yield is based on a 31% federal income tax
rate. Note that each fund may invest in securities whose income is subject
to the federal alternative minimum tax.    
 
<TABLE>
<CAPTION>
<S>                           <C>                                    <C>                                
                                                                                                        
 
   FISCAL PERIOD ENDED:       Average Annual Total Returns   1       Cumulative Total Returns   2       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>          <C>           <C>       <C>           <C>               <C>          <C>           <C>                
   10/31 - *                   Tax-                                   Ten                                        Ten Years/         
       11/30 - **                  Equiva-      One          Five   Years/Life               One          Five   Life of           
12/31 - ***       Yield3       lent Yield       Year         Years         of    F    und+   Year         Years     F    und+ 
     
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>              <C>        <C>          <C>         <C>          <C>         <C>           <C>          
   Emerging Markets 
Income-Class A***      8.71%            N/A        N/A          N/A         N/A          N/A         N/A           2.47%           
 
Emerging Markets 
Income-Class B***      8.19%            N/A        N/A          N/A         N/A          N/A         N/A           1.96%           
 
 Emerging Markets  
Income-Institutional   8.71%             N/A       N/A          N/A        N/A           N/A         N/A           2.47%            
 Class***                                    
 
High Yield- Class A*   7.33%             N/A      -2.23%      15.75%     12.99%          2.64%      118.17%        1 73.14%         
 
High Yield-Class B*    7.04%            N/A      - 1.60%     16.66%      13.63%          2.14%      117.09%        171.80%       
 
 High   
 Yield-Institutional   7.33%             N/A       2.64%       16.88%       13.70%       2.64%       118.17%       173.14%          
 Class*                                             
 
Strategic Income- 
Class A 4              7.61%             N/A        N/A          N/A         N/A          N/A         N/A            13.24 %   
 
Strategic Income- 
Class B 4              7.27%             N/A        N/A          N/A         N/A          N/A         N/A          12.86 %   
 
 Strategic Income-
 Institutional Class4  7.61%             N/A       N/A          N/A         N/A         N/A          N/A          13.24%    
 
Government
Investment-Class A*    6.46%             N/A       -9.77%       5.73%       5.77%       -5.27%       38.71%       62.83%    
 
Government 
Investment-Class B*    6.02%              N/A       -9.20%       6.53%       6.37%       -5.66%       38.13%       62.15%    
 
 Government Investment           
 Institutional Class*  6.46%              N/A       -5.27%       6.76%       6.43%       -5.27%       38.71%       62.83%    
 
Limited   
Term Bond-Class A**    5.98%              N/A       -7.07%        6.59%       8.90%      -2.44%       44.42%       146.17%         
 
Limited 
Term Bond-Class B**    5.47%              N/A       -6.59%        7.38%       9.37%      -2.91%       43.72%       144.98%         
 
Limited  
Term Bond-Institutional 
Class**                6.53%              N/A       -2.10%        7.86%       9.55%      -2.10%       46.01%       148.89%         
 
Short   Fixed  
Income-Class A*        6.10%              N/A       -1.72%        6.82%       7.32%      -0.22%        41.17%       68.00%   
 
 Short Fixed Income-
 Institutional Class*  6.10%              N/A       -0.22%        7.14%       7.55%      -0.22%       41.17%       68.00%           
 
High Income                   
Municipal-Class A*     5.99%             8.68%      -10.49%       7.15%       8.56%      -6.03%       48.27%        88.65%          
 
High Income   
Municipal-Class B*     5.30%             7.68%      -10.00%       7.95%       9.23%      -6.47%       47.57%        87.76%          
 
 High Income Municipal
 Institutional Class*  5.99%             N/A        -6.03%        8.20%       9.31%      -6.03%        48.27%      88.65%           
 
Limited Term Tax-  
Exempt-Class A**       4.97%             7.20%      -10.25%       4.05%       5.93%      -5.78%       28.03%      78.39%          
 
Limited Term Tax-  
Exempt-Class B**       4.35%             6.30%      -9.74%        4.84%       6.44%      -6.15%       27.53%       77.69%          
 
Limited Term Tax- 
Exempt-Institutional 
Class**                5.47%             7.93%      -5.43%        5.21%       6.57%      -5.43%       28.90%       79.59%          
 
Short Intermediate 
Tax-Exempt-Class A**   4.83%             7.00%      N/A           N/A       N/A           N/A          N/A         0.27%           
 
 Short Intermediate 
 Tax-Exempt-
Institutiona 
l Class**              4.83%             N/A        N/A           N/A        N/A          N/A          N/A         0.27%            
   
 
</TABLE>
 
+ Life of fund figures are from commencement of operations (March 10, 1994
for Emerging Markets Income; January 5, 1987 for High Yield; January 7,
1987 for Government Investment; September 16, 1987 for Short Fixed-Income
and High Income Municipal; September 19, 1985 for Limited Term Tax-Exempt;
and March 16, 1994 for Short-Intermediate Tax-Exempt) through the 1994
fiscal year end.        
1 Average annual total return figures include the effect of    Class
A'    s maximum 4.75% front-end sales charge    (1.50% for Short
Fixed-Income and Short-Intermediate Tax-Exempt)     in effect for the
periods shown.    Average annual total return figures include the effect of
Class B's maximum 4.00% contingent deferred sales charge. The figures for
Institutional Class shares of all funds except Limited Term Bond and
Limited Term Tax-Exempt reflect Class A data, including the applicable
Class A 12b-1 fee but not the Class A front-end sales charge. The figures
for Class B shares of all other funds prior to June 30, 1994, and for Short
Fixed-Income and Short-Intermediate Tax-Exempt prior to June 30, 1995,
reflect Class A data, including the applicable Class A 12b-1 fee but not
the Class A front-end sales charge. However, the Class B contingent
deferred sales charge applicable at the end of each stated period is
included for Class B shares. Figures for Institutional Class shares of
these funds would have been higher and figures for Class B shares would
have been lower if the Class A 12b-1 fee had not be included. 
2 The figures for each new class of shares of each fund reflect the
performance of Class A shares of that fund, including the Class A 12b-1 fee
but not including any applicable sales charge. Figures would have been
higher for Institutional Class shares and lower for Class B shares if the
Class A 12b-1 fee had not been included.
3 The yields shown for each new class reflect the performance of Class A
shares, including the Class A 12b-1 fee but not the front-end sales charge.
Yields for Institutional Class shares would have been higher and yields for
Class B shares lower if the Class A 12b-1 fee had not been included.
4 For each class of Strategic Income Fund, the yield is for the 30-day
period ended May 31, 1995 and the total returns are from October 31, 1994
(commencement of operations) through May 31, 1995.    
Note: If FMR had not reimbursed certain fund expenses during certain of
these periods, the yields and total returns for those periods for Emerging
Markets Income, High Yield, Strategic Income, Government Investment,
Limited Term Bond, Short Fixed-Income, High Income Municipal, Limited Term
Tax-Exempt, and Short-Intermediate Tax-Exempt would have been lower. If the
following funds had not been in reimbursement, their yields and
tax-equivalent yields (if applicable) would have been as follows: Emerging
Markets Income - Class A and Class B (8.06% and 7.84%); Strategic Income -
Class A and Class B (   7.38    % and    7.05    %); Limited Term Bond -
Class A and Class B (5.91% and 4.71%); Government Investment - Class A and
Class B (5.73% and 5.10%); Limited Term Tax-Exempt - Class A, Class B, and
Institutional Class (4.83%/7.00%, 3.64%/5.28%, and 5.36%/7.77%); and
Short-Intermediate Tax Exempt - Class A (4.04%/5.86%).
HISTORICAL EQUITY FUND RESULTS. The following table shows the total returns
for 1994 fiscal periods ended as indicated.
 
<TABLE>
<CAPTION>
<S>       <C>                                    <C>                                
          Average Annual Total Returns   1       Cumulative Total Returns   2       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>   <C>              <C>    <C>     <C>                    <C>    <C>     <C>                    
         Fiscal        One    Five    Ten Years/             One    Five    Ten Years/             
         Period        Year   Years   Life of    F    und+   Year   Years   Life of    F    und+   
         Ended                                                                                     
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                              <C>        <C>          <C>         <C>          <C>          <C>        <C>                       
    Overseas -  Class   A       10/31      3.74%        N/A          7.50%       8.91%        N/A         45.67%                  
 
 Overseas  - Class B                        4.91%        N/A          8.16%       8.91%        N/A         45.67%            
 
 Overseas  - Institutional Class            8.91%        N/A          8.66%       8.91%        N/A         45.67%            
 
E quity Portfolio Growth -  Class 11/30     -3.24%       16.55%       19.14%      1.58%        125.75%     504.83%                 
A                                                                                                                             
 
E quity Portfolio Growth - 
  Institutional Class                       2.46%        18.10%       19.93%      2.46%        129.70%     515.42%          
 
Global Resources - Class A        10/31     -0.97%       13.48%       14.86%      3.97%        97.54%       171.05%                 
 
 Global Resources - Class B                 -0.02%       15.08%       14.47%      3.97%        97.54%       171.05%           
 
 Global Resources - 
 Institutional Class                        3.97%        14.59%       15.68%      3.97%        97.54%       171.05%           
 
Growth Opportunities - Class A    10/31     3.55%        15.15%       19.94%      8.71%        112.51%      272.05%                 
 
 Global Opportunities - 
 Institutional Class                        8.71%        16.27%       20.78%      8.71%        112.51%      272.05%             
 
Strategic Opportunities - Class A 12/31     -11.58%      6.55%        13.88%      -7.17%       44.18%       285.19%                 
 
Strategic Opportunities - Class B           -10.79%      7.44%        14.43%      -7.22%       44.11%       285.00%                 
 
Strategic  Opportunities  -                    
 Institutional  Class                       -6.35 %      8.25 %       14.94 %      -6.35 %      48.64%       302.39%    
 
Equity Income - Class A           11/30     3.67%        9.10%        12.68%      8.84%        62.28%       246.39%                 
 
Equity Income - Class B                     4.77%        10.02%       13.22%      8.77%        62.17%       246.17%                 
 
Equity Income -  
  Institutional Class                       9.82%        10.56%       13.43%      9.82%        65.21%       252.65%          
 
Income & Growth - Class A         10/31     -7.31%       9.99%        11.34%      -2.69%       68.98%      143.26%                 
 
 Income & Growth - 
 Institutional Class                        -2.69%       11.06%       12.03%      -2.69%       68.98%      143.26% 
    
             
 
</TABLE>
 
+ Life of fund figures are from commencement of operations (April 23, 1990
for Overseas; December 29, 1987 for Global Resources; November 18, 1987 for
Growth Opportunities; and January 6, 1987 for Income & Growth) through the
1994 fiscal year end.
1 Average annual total return figures include the effect of
    
    Class
A's     maximum 4.75% front-end sales charge in effect for the periods
shown.    Average annual total return figures include the effect of Class
B's maximum 4.00% contingent deferred sales charge. The figures for
Institutional Class shares of all funds except Equity Income and Equity
Portfolio Growth reflect Class A data, including the applicable Class A
12b-1 fee but not the Class A front-end sales charge. The figures for Class
B shares of all other funds prior to June 30, 1994, and for Overseas and
Global Resources prior to June 30, 1995, reflect Class A data, including
the applicable Class A 12b-1 fee but not the Class A front-end charge.
However, the Class B contingent deferred sales charge applicable at the end
of each stated period is included for Class B shares. Figures would have
been higher for Institutional Class shares and lower for Class B shares if
the Class A 12b-1 fee had not been included.
2 The figures for each new class of shares of each fund reflect the
performance of Class A shares of that fund, including the Class A 12b-1 fee
but not including any applicable sales charge. Figures would have been
higher for Institutional Class shares and lower for Class B shares if the
Class A 12b-1 fee had not been included.    
Note: If FMR had not reimbursed certain fund expenses during certain of
these periods, the total returns for those periods for Overseas, Global
Resources, Equity Income, and Growth Opportunities would have been lower. 
   The following charts show the growth of a hypothetical $10,000
investment in each class, assuming all distributions were reinvested. This
was a period of fluctuating interest rates, bond prices, and stock prices
and the figures below should not be considered representative of the
dividend income or capital gain or loss that could be realized from an
investment in the class today. Tax consequences of different investments
have not been factored into the figures.
INSTITUTIONAL CHARTS. The figures for Institutional Class shares of each
fund except Equity Portfolio Growth, Equity Income, and Limited Term
Tax-Exempt reflect the performance of Class A shares from the fund's
commencement of operations, including the applicable Class A 12b-1 fee but
not the front-end sales charge. The figures would have been higher if the
Class A 12b-1 fee were not included.
CLASS A CHARTS. The figures for Class A shares after September 10, 1992
reflect Class A's maximum 4.75% front-end sales charge (1.50% for Short
Fixed-Income and Short-Intermediate  Tax-Exempt) and the applicable Class A
12b-1 fee. Prior to September 10, 1992, the figures for Equity Portfolio
Growth, Equity Income, Limited Term Tax-Exempt, and Limited Term Bond
reflect Institutional Class performance (i.e., no sales charge or 12b-1
fee), and the figures for Strategic Opportunities reflect Initial Class
performance (i.e., a 4.75% front-end sales charge and no 12b-1 fee).
CLASS B CHARTS. The figures for Class B shares of all funds except
Overseas, Global Resources, Short Fixed-Income and Short-Intermediate
Tax-Exempt prior to June 30, 1994, and for Overseas, Global Resources,
Short Fixed-Income and Short-Intermediate Tax-Exempt prior to June 30,
1995, reflect the performance of Class A shares of each fund, including the
applicable Class A 12b-1 fee but not the Class A front-end charge. The
figures would have been lower if Class B's higher 12b-1 fee had been
included.    
DOMESTIC FUND RETURNS. The following tables show the income and capital
elements of the cumulative total return for each class of each fund. The
table compares each class's return to the record of the S&P 500, the Dow
Jones Industrial Average (DJIA), and the cost of living (measured by the
Consumer Price Index    or     CPI) over the same period. The CPI
information is as of the month-end closest to the initial investment date
for each fund. The S&P 500 and DJIA comparisons are provided to show how
each class's total return compared to the record of a broad average of
common stock prices and a narrower set of stocks of major industrial
companies, respectively, over the same period. Of course, since bond funds
invest in fixed-income securities, common stocks represent a different type
of investment from those funds. Common stocks generally offer greater
growth potential than bonds, but generally experience greater price
volatility, which means greater potential for loss. In addition, common
stocks generally provide lower income than a fixed-income investment such
as the bond funds. Each fund has the ability to invest in securities not
included in either index, and its investment portfolio may or may not be
similar in composition to the indices. Figures for the S&P 500 and DJIA are
based on the prices of unmanaged groups of stocks and, unlike the classes'
returns, do not include the effect of paying brokerage commissions or other
costs of investing.    Each class of the fixed-income funds may compare its
performance to the Aggregate Bond Index Portfolio. These comparisons show a
class's total returns compared to the record of a broad average of debt
security prices. The Aggregate Bond Index is a total return index that
measures both the capital price changes and the income underlying the
universe of debt securities weighted by market value outstanding, and
unlike a class's returns, its returns do not include the effect of paying
brokerage commissions and other costs of investing.
In addition, certain funds may compare the performance of each class of
their shares to the performance of specific indices of securities of the
same class as those in which a fund invests. The following tables show the
performance of each class of Strategic Income and High Yield compared to
the Merrill Lynch High Yield Master Index; each class of Government
Investment compared to the Salomon Treasury/Agency Index; each class of
Limited Term Bond compared to the Lehman Intermediate Government/Corporate
Index;and each class of Short Fixed-Income compared to the Lehman 1-3
Government/Corporate Index. Each class of Strategic Income may also compare
its performance to a customized composite index equally comprised of the
J.P. Morgan Index ex-United States, a broad measure of bond performance in
foreign countries; the Merrill Lynch High Yield Master Index, a broad
measure of higher yielding bonds; and the Lehman Brothers Government
Treasury Long Term Index, a broad measure of the performance of long-term
U.S. government bonds.    
 
EQUITY PORTFOLIO GROWTH - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>       <C>        <C>         <C>         <C>         <C>         
1985    $ 13,155    $ 0       $ 0        $ 13,155    $ 12,899    $ 12,966    $ 10,351   
 
1986     15,634      28        459        16,121      16,469      17,477      10,484    
 
1987     11,767      31        1,564      13,362      15,699      17,258      10,959    
 
1988     14,258      52        3,029      17,339      19,361      20,628      11,425    
 
1989     20,545      611       4,364      25,520      25,333      27,398      11,956    
 
1990     18,445      674       7,102      26,221      24,451      26,939      12,707    
 
1991     28,800      1,052     11,089     40,941      29,428      31,509      13,086    
 
1992     31,232      1,199     17,090     49,521      34,872      37,054      13,485    
 
1993     34,992      1,512     20,207     56,711      38,394      42,501      13,846    
 
1994     33,830      1,462     22,318     57,610      38,795      44,332      14,236    
 
</TABLE>
 
* From month-end closest to initial investment date.
EQUITY PORTFOLIO GROWTH - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>       <C>        <C>         <C>         <C>         <C>         
1985    $ 13,811    $ 0       $ 0        $ 13,811    $ 12,899    $ 12,966    $ 10,351   
 
1986     16,413      29        482        16,924      16,469      17,477      10,484    
 
1987     12,354      32        1,641      14,027      15,699      17,258      10,959    
 
1988     14,969      55        3,180      18,204      19,361      20,628      11,425    
 
1989     21,569      642       4,582      26,793      25,333      27,398      11,956    
 
1990     19,365      707       7,456      27,528      24,451      26,939      12,707    
 
1991     30,237      1,104     11,642     42,983      29,428      31,509      13,086    
 
1992     32,839      1,261     17,970     52,070      34,872      37,054      13,485    
 
1993     37,036      1,645     21,386     60,067      38,394      42,501      13,846    
 
1994     35,990      1,822     23,731     61,543      38,795      44,332      14,236    
 
</TABLE>
 
* From month-end closest to initial investment date.
GLOBAL RESOURCES - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>         <C>     <C>       <C>         <C>         <C>         <C>         
1988*    $ 10,925    $ 0     $ 0       $ 10,925    $ 11,702    $ 11,395    $ 10,416   
 
1989      12,002      0       1,068     13,070      14,791      14,557      10,884    
 
1990      11,716      81      2,106     13,903      13,683      13,970      11,568    
 
1991      13,440      93      3,081     16,614      18,268      18,172      11,906    
 
1992      13,221      91      4,293     17,605      20,090      19,672      12,288    
 
1993      16,754      116     7,961     24,831      23,093      23,104      12,626    
 
1994      16,726      116     8,975     25,817      23,986      25,207      12,955    
 
</TABLE>
 
* From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date.
   GLOBAL RESOURCES - CLASS B          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>             <C>               <C>              <C>       <C>     <C>      <C>               
                      Value of   Value of                                                                   
 
                   Initial        Reinvested        Reinvested                                   Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>           <C>      <C>         <C>            <C>          <C>           <C>                
 1988*     $ 11,470     $ 0       $ 0         $ 11,470      $ 11,702      $ 11,395      $ 10,416    
 
 1989        12,600       0         1,121       13,721       14,791        14,557        10,884     
 
 1990        12,300       85        2,211       14,596       13,683        13,970        11,568     
 
 1991        14,110       98        3,235       17,443       18,268        18,172        11,906     
 
 1992        13,880       96        4,508       18,484       20,090        19,672        12,288     
 
 1993        17,590       122       8,358       26,070       23,093        23,104        12,626     
 
 1994        17,560       121       9,424       27,105       23,986        25,207        12,955     
 
</TABLE>
 
 * From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GLOBAL RESOURCES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>             <C>              <C>               <C>       <C>     <C>      <C>               
                   Value of       Value of                                                                   
 
                   Initial        Reinvested        Reinvested                                   Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>        <C>         <C>          <C>            <C>           <C>                
 1988*     $ 11,470     $ 0       $ 0         $ 11,470      $ 11,702      $ 11,395      $ 10,416    
 
 1989        12,600       0         1,121       13,721       14,791        14,557        10,884     
 
 1990        12,300       85        2,211       14,596       13,683        13,970        11,568     
 
 1991        14,110       98        3,235       17,443       18,268        18,172        11,906     
 
 1992        13,880       96        4,508       18,484       20,090        19,672        12,288     
 
 1993        17,590       122       8,358       26,070       23,093        23,104        12,626     
 
 1994        17,560       121       9,424       27,105       23,986        25,207        12,955     
 
</TABLE>
 
 * From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date. 
GROWTH OPPORTUNITIES - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>         <C>     <C>       <C>         <C>         <C>         <C>         
1988*    $ 13,592    $ 0     $ 0       $ 13,592    $ 11,872    $ 11,566    $ 10,416   
 
1989      15,745      35      896       16,676      15,006      14,775      10,884    
 
1990      12,373      71      1,721     14,165      13,882      14,179      11,568    
 
1991      19,602      371     2,727     22,700      18,534      18,444      11,906    
 
1992      20,136      499     4,810     25,445      20,383      19,966      12,288    
 
1993      24,184      790     7,623     32,597      23,430      23,449      12,626    
 
1994      25,356      925     9,157     35,438      24,336      25,585      12,955    
 
</TABLE>
 
* From November 18, 1987 (commencement of operations).
** From month-end closest to initial investment date.
 GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>       <C>     <C>      <C>               
                   Value of       Value of                                                                   
 
                   Initial        Reinvested        Reinvested                                   Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>       <C>         <C>           <C>           <C>           <C>                
 1988*     $ 14,270     $ 0       $ 0         $ 14,270      $ 11,872      $ 11,566      $ 10,416    
 
 1989        16,530       37        940         17,507       15,006        14,775        10,884     
 
 1990        12,990       75        1,807       14,872       13,882        14,179        11,568     
 
 1991        20,580       390       2,863       23,833       18,534        18,444        11,906     
 
 1992        21,140       524       5,050       26,714       20,383        19,966        12,288     
 
 1993        25,390       830       8,003       34,223       23,430        23,449        12,626     
 
 1994        26,620       972       9,614       37,205       24,336        25,585        12,955     
 
</TABLE>
 
 * From November 18, 1987 (commencement of operations).
** From month-end closest to initial investment date. 
STRATEGIC OPPORTUNITIES - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Dec. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>       <C>        <C>         <C>         <C>         <C>         
1985    $ 11,799    $ 233     $ 1,079    $ 13,101    $ 13,175    $ 13,356    $ 10,380   
 
1986     14,178      355       2,227      16,760      15,636      16,967      10,494    
 
1987     11,388      535       3,776      15,699      16,459      17,889      10,959    
 
1988     13,435      1,302     4,454      19,191      19,193      20,737      11,443    
 
1989     17,327      2,375     5,745      25,447      25,274      27,323      11,975    
 
1990     15,429      3,078     5,116      23,623      24,486      27,176      12,707    
 
1991     16,172      4,106     8,796      29,074      31,951      33,791      13,096    
 
1992     16,662      5,147     11,008     32,817      34,393      36,257      13,476    
 
1993     18,193      6,361     14,969     39,523      37,859      42,418      13,846    
 
1994     16,356      6,383     13,951     36,690      38,358      44,527      14,217    
 
</TABLE>
 
* From month-end closest to initial investment date.
STRATEGIC OPPORTUNITIES - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Dec. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>       <C>        <C>         <C>         <C>         <C>         
1985    $ 12,388    $ 234     $ 1,133    $ 13,755    $ 13,175    $ 13,356    $ 10,380   
 
1986     14,885      372       2,338      17,595      15,636      16,967      10,494    
 
1987     11,956      561       3,964      16,481      16,459      17,889      10,959    
 
1988     14,105      1,367     4,677      20,149      19,193      20,737      11,443    
 
1989     18,191      2,493     6,031      26,715      25,274      27,323      11,975    
 
1990     16,198      3,231     5,371      24,800      24,486      27,176      12,707    
 
1991     16,979      4,311     9,235      30,525      31,951      33,791      13,096    
 
1992     17,493      5,403     11,557     34,453      34,393      36,257      13,476    
 
1993     19,100      6,678     15,716     41,494      37,859      42,418      13,846    
 
1994     17,052      6,899     14,549     38,500      38,358      44,527      14,217    
 
</TABLE>
 
* From month-end closest to initial investment date.
 STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>       <C>     <C>      <C>              
                   Value of       Value of                                                                  
 
                   Initial        Reinvested        Reinvested                                   Cost       
 
 Period            $10,000        Dividend          Capital Gain      Total     S&P              of         
 
 Ended Dec. 31     Investment     Distributions     Distributions     Value     500     DJIA     Living*    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>          <C>          <C>          <C>           <C>          <C>           <C>                
 1985     $ 12,388     $ 234       $ 1,133      $ 13,755      $ 13,175      $ 13,356      $ 10,380    
 
 1986       14,885       372         2,338        17,595       15,636        16,967        10,494     
 
 1987       12,039       574         3,977        16,590       16,459        17,889        10,959     
 
 1988       14,224       1,434       4,699        20,357       19,193        20,737        11,443     
 
 1989       18,255       2,785       6,031        27,071       25,274        27,323        11,975     
 
 1990       16,272       3,638       5,375        25,285       24,486        27,176        12,707     
 
 1991       17,071       4,906       9,299        31,276       31,951        33,791        13,096     
 
 1992       17,576       6,256       11,658       35,490       34,393        36,257        13,476     
 
 1993       19,238       7,795       15,936       42,969       37,859        42,418        13,846     
 
 1994       17,319       8,042       14,879       40,239       38,358        44,527        14,217     
 
</TABLE>
 
 * From month-end closest to initial investment date. 
EQUITY INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>        <C>       <C>         <C>         <C>         <C>         
1985    $ 11,116    $ 777      $ 0       $ 11,893    $ 12,899    $ 12,966    $ 10,351   
 
1986     12,595      1,711      380       14,686      16,469      17,477      10,484    
 
1987     10,167      2,077      1,373     13,617      15,699      17,258      10,959    
 
1988     10,325      3,242      3,725     17,292      19,361      20,628      11,425    
 
1989     11,413      4,801      4,118     20,332      25,333      27,398      11,956    
 
1990     8,855       4,848      3,598     17,301      24,451      26,939      12,707    
 
1991     10,306      6,782      4,188     21,276      29,428      31,509      13,086    
 
1992     11,962      8,862      4,860     25,684      34,872      37,054      13,485    
 
1993     13,822      10,876     5,616     30,314      38,394      42,501      13,846    
 
1994     14,846      12,116     6,032     32,994      38,795      44,332      14,236    
 
</TABLE>
 
** From month-end closest to initial investment date.
EQUITY INCOME - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>        <C>       <C>         <C>         <C>         <C>         
1985    $ 11,670    $ 816      $ 0       $ 12,486    $ 12,899    $ 12,966    $ 10,351   
 
1986     13,223      1,797      398       15,418      16,469      17,477      10,484    
 
1987     10,674      2,180      1,441     14,295      15,699      17,258      10,959    
 
1988     10,840      3,403      3,911     18,154      19,361      20,628      11,425    
 
1989     11,982      5,040      4,323     21,345      25,333      27,398      11,956    
 
1990     9,297       5,090      3,777     18,164      24,451      26,939      12,707    
 
1991     10,820      7,120      4,396     22,336      29,428      31,509      13,086    
 
1992     12,559      9,304      5,103     26,966      34,872      37,054      13,485    
 
1993     14,512      11,418     5,896     31,826      38,394      42,501      13,846    
 
1994     15,566      12,725     6,325     34,616      38,795      44,332      14,236    
 
</TABLE>
 
*  From month-end closest to initial investment date.
EQUITY INCOME - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>        <C>       <C>         <C>         <C>         <C>         
1985    $ 11,670    $ 816      $ 0       $ 12,486    $ 12,899    $ 12,966    $ 10,351   
 
1986     13,223      1,797      398       15,418      16,469      17,477      10,484    
 
1987     10,674      2,180      1,441     14,295      15,699      17,258      10,959    
 
1988     10,840      3,403      3,911     18,154      19,361      20,628      11,425    
 
1989     11,982      5,040      4,323     21,345      25,333      27,398      11,956    
 
1990     9,297       5,090      3,777     18,164      24,451      26,939      12,707    
 
1991     10,820      7,120      4,396     22,336      29,428      31,509      13,086    
 
1992     12,578      9,318      5,111     27,007      34,872      37,504      13,485    
 
1993     14,580      11,608     5,924     32,112      38,394      42,501      13,846    
 
1994     15,693      13,195     6,376     35,264      38,795      44,332      14,236    
 
</TABLE>
 
*  From month-end closest to initial investment date.
INCOME & GROWTH - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>        <C>       <C>       <C>        <C>         <C>         <C>         
1987    $ 8,992    $ 161     $ 0       $ 9,153    $ 10,232    $ 10,358    $ 10,434   
 
1988     10,544     774       0         11,318     11,747      11,572      10,878    
 
1989     12,163     1,549     0         13,712     14,849      14,782      11,367    
 
1990     9,916      2,328     488       12,732     13,736      14,187      12,081    
 
1991     13,459     3,924     663       18,046     18,339      18,454      12,434    
 
1992     13,726     4,641     1,532     19,899     20,169      19,977      12,833    
 
1993     15,154     6,002     2,653     23,809     23,183      23,462      13,186    
 
1994     13,973     6,056     3,141     23,170     24,080      25,598      13,529    
 
</TABLE>
 
* From January 6, 1987 (commencement of operations).
** From month-end closest to initial investment date.
 INCOME & GROWTH - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>      <C>     <C>      <C>               
                   Value of       Value of                                                                   
 
                   Initial        Reinvested        Reinvested                                   Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>         <C>         <C>         <C>           <C>            <C>           <C>                
 1987     $ 9,440      $ 170       $ 0         $ 9,610       $ 10,232      $ 10,358      $ 10,434    
 
 1988       11,070       813         0           11,883       11,747        11,572        10,878     
 
 1989       12,770       1,626       0           14,396       14,849        14,782        11,367     
 
 1990       10,410       2,445       513         13,367       13,736        14,187        12,081     
 
 1991       14,130       4,119       696         18,945       18,339        18,454        12,434     
 
 1992       14,410       4,872       1,608       20,891       20,169        19,977        12,833     
 
 1993       15,910       6,302       2,786       24,998       23,183        23,462        13,186     
 
 1994       14,670       6,358       3,298       24,326       24,080        25,598        13,529     
 
</TABLE>
 
 * From January 6, 1987 (commencement of operations).
** From month-end closest to initial investment date. 
HIGH YIELD - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                    <C>         <C>        
                Value of     Value of                                 Merrill Lynch                           
 
 Period    Initial      Reinvested      Reinvested               High Yield       Aggregate   Cost       
 
 Ended     $10,000      Dividend        Capital Gain    Total    Master           Bond        of         
 
Oct. 31         Investment   Distributions   Distributions   Value    Index+           Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>        <C>     <C>        <C>               <C>        <C>         
1987*    $ 8,658    $ 790      $ 0     $ 9,448    $ 9,798      $ 9,917    $ 10,434   
 
1988      9,392      2,148      0       11,540      11,459      11,054     10,878    
 
1989      8,544      3,381      0       11,925      12,023      12,369     11,367    
 
1990      7,763      4,589      0       12,352      11,257      13,150     12,081    
 
1991      9,639      7,613      0       17,252      15,144      15,229     12,434    
 
1992      10,544     10,496     0       21,040      17,826      16,727     12,833    
 
1993      11,440     13,420     488     25,348      21,130      18,712     13,186    
 
1994      10,687     14,350     980     26,017      21,542      18,025     13,529    
 
</TABLE>
 
* From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
HIGH YIELD - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                    <C>         <C>        
                Value of     Value of                                 Merrill Lynch                           
 
 Period    Initial      Reinvested      Reinvested               High Yield       Aggregate   Cost       
 
 Ended     $10,000      Dividend        Capital Gain    Total    Master           Bond        of         
 
Oct. 31         Investment   Distributions   Distributions   Value    Index+           Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>        <C>       <C>        <C>               <C>        <C>         
1987*    $ 9,090    $ 829      $ 0       $ 9,919    $ 9,798      $ 9,917    $ 10,434   
 
1988      9,860      2,256      0         12,116      11,459      11,054     10,878    
 
1989      8,970      3,550      0         12,520      12,023      12,369     11,367    
 
1990      8,150      4,818      0         12,968      11,257      13,150     12,081    
 
1991      10,120     7,992      0         18,112      15,144      15,229     12,434    
 
1992      11,070     11,020     0         22,090      17,826      16,727     12,833    
 
1993      12,010     14,089     512       26,611      21,130      18,712     13,186    
 
1994      11,210     14,942     1,028     27,180      21,542      18,025     13,529    
 
</TABLE>
 
* From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
 HIGH YIELD - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>            <C>               <C>               <C>       <C>               <C>           <C>               
             Value of       Value of                                      Merrill Lynch                               
 
 Period      Initial        Reinvested        Reinvested                  High Yield        Aggregate     Cost        
 
 Ended       $10,000        Dividend          Capital Gain      Total     Master            Bond          of          
 
 Oct. 31     Investment     Distributions     Distributions     Value     Index+            Index+        Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>           <C>         <C>          <C>         <C>          <C>           <C>                
 1987*      $ 9,090      $ 829        $ 0         $ 9,919     $ 9,798       $ 9,917      $ 10,434    
 
 1988        9,860        2,256        0           12,116       11,459       11,054       10,878     
 
 1989        8,970        3,550        0           12,520       12,023       12,369       11,367     
 
 1990        8,150        4,818        0           12,968       11,257       13,150       12,081     
 
 1991        10,120       7,992        0           18,112       15,144       15,229       12,434     
 
 1992        11,070       11,020       0           22,090       17,826       16,727       12,833     
 
 1993        12,010       14,089       512         26,611       21,130       18,712       13,186     
 
 1994        11,220       15,065       1,029       27,314       21,542       18,025       13,529     
 
</TABLE>
 
 * From January 5, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date. 
STRATEGIC INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>             <C>         <C>        
          Value of     Value of                                Merrill Lynch                          
 
Period    Initial      Reinvested      Reinvested              High Yield      Aggregate   Cost       
 
Ended     $10,000      Dividend        Capital Gain    Total   Master          Bond        of         
 
Dec. 31   Investment   Distributions   Distributions   Value   Index+          Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>     <C>    <C>        <C>               <C>         <C>         
1994*    $ 9,449    $ 93    $ 0    $ 9,542    $  9,845     $ 10,047    $ 10,013   
 
</TABLE>
 
* From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
STRATEGIC INCOME - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>             <C>         <C>        
          Value of     Value of                                Merrill Lynch                          
 
Period    Initial      Reinvested      Reinvested              High Yield      Aggregate   Cost       
 
Ended     $10,000      Dividend        Capital Gain    Total   Master          Bond        of         
 
Dec. 31   Investment   Distributions   Distributions   Value   Index+          Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>     <C>    <C>        <C>               <C>         <C>         
1994*    $ 9,910    $ 84    $ 0    $ 9,994    $  9,845     $ 10,047    $ 10,013   
 
</TABLE>
 
* From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
 STRATEGIC INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>            <C>               <C>               <C>       <C>               <C>           <C>               
             Value of       Value of                                      Merrill Lynch                               
 
 Period      Initial        Reinvested        Reinvested                  High Yield        Aggregate     Cost        
 
 Ended       $10,000        Dividend          Capital Gain      Total     Master            Bond          of          
 
 Dec. 31     Investment     Distributions     Distributions     Value     Index+            Index+        Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>          <C>        <C>      <C>          <C>           <C>           <C>                
 1994*      $ 9,920      $ 97      $ 0      $ 10,017      $ 9,845      $ 10,047      $ 10,013    
 
</TABLE>
 
 * From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date. 
GOVERNMENT INVESTMENT - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>              <C>          <C>             <C>             <C>     <C>         <C>         <C>        
                 Value of     Value of                                Salomon                            
 
Period           Initial      Reinvested      Reinvested              Treasury/   Aggregate   Cost       
 
Ended            $10,000      Dividend        Capital Gain    Total   Agency      Bond        of         
 
 Oct.  31   Investment   Distributions   Distributions   Value   Index       Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>       <C>     <C>        <C>               <C>               <C>         
1987*    $ 8,763    $ 587     $ 0     $ 9,350    $  9,948      $ 9,917     $ 10,434   
 
1988      8,820      1,403     0       10,223      10,908       11,054      10,878    
 
1989      8,868      2,313     0       11,181      12,230       12,369      11,367    
 
1990      8,715      3,190     0       11,905      12,960       13,150      12,081    
 
1991      9,134      4,277     0       13,411      14,839       15,229      12,434    
 
1992      9,268      5,281     0       14,549      16,383       16,727      12,833    
 
1993      9,658      6,395     318     16,371      18,538       18,712      13,186    
 
1994      8,534      6,472     503     15,509      17,707       18,025      13,529    
 
</TABLE>
 
* From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
GOVERNMENT INVESTMENT - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>         <C>         <C>        
          Value of     Value of                                Salomon                            
 
Period    Initial      Reinvested      Reinvested              Treasury/   Aggregate   Cost       
 
Ended     $10,000      Dividend        Capital Gain    Total   Agency      Bond        of         
 
Oct. 31   Investment   Distributions   Distributions   Value   Index       Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>       <C>     <C>        <C>               <C>        <C>         
1987*    $ 9,200    $ 616     $ 0     $ 9,816     $ 9,948     $ 9,917    $ 10,434   
 
1988      9,260      1,473     0       10,733      10,908      11,054     10,878    
 
1989      9,310      2,429     0       11,739      12,230      12,369     11,367    
 
1990      9,150      3,349     0       12,499      12,960      13,150     12,081    
 
1991      9,590      4,490     0       14,080      14,839      15,229     12,434    
 
1992      9,730      5,545     0       15,275      16,383      16,727     12,833    
 
1993      10,140     6,714     334     17,189      18,538      18,712     13,186    
 
1994      8,950      6,737     528     16,215      17,707      18,025     13,529    
 
</TABLE>
 
* From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
 GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>            <C>               <C>               <C>       <C>           <C>           <C>               
             Value of       Value of                                      Salomon                                 
 
 Period      Initial        Reinvested        Reinvested                  Treasury/     Aggregate     Cost        
 
 Ended       $10,000        Dividend          Capital Gain      Total     Agency        Bond          of          
 
 Oct. 31     Investment     Distributions     Distributions     Value     Index         Index+        Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>          <C>          <C>       <C>          <C>         <C>          <C>                
 1987*      $ 9,200      $ 616       $ 0       $ 9,816      $ 9,948      $ 9,917      $ 10,434    
 
 1988        9,260        1,473       0         10,733       10,908       11,054       10,878     
 
 1989        9,310        2,429       0         11,739       12,230       12,369       11,367     
 
 1990        9,150        3,349       0         12,499       12,960       13,150       12,081     
 
 1991        9,590        4,490       0         14,080       14,839       15,229       12,434     
 
 1992        9,730        5,545       0         15,275       16,383       16,727       12,833     
 
 1993        10,140       6,714       334       17,189       18,538       18,712       13,186     
 
 1994        8,960        6,794       528       16,283       17,707       18,025       13,529     
 
</TABLE>
 
 * From January 7, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date. 
LIMITED TERM BOND - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>            <C>         <C>       
          Value of     Value of                                Lehman                               
 
Period    Initial      Reinvested      Reinvested              Intermediate   Aggregate   Cost      
 
Ended     $10,000      Dividend        Capital Gain    Total   Govt./Corp.    Bond        of        
 
Nov. 30   Investment   Distributions   Distributions   Value   Index          Index+      Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>        <C>     <C>         <C>                <C>         <C>                
1985    $ 10,089    $ 1,093    $ 0     $ 11,182    $  12,988     $ 13,436    $ 10 , 351   
 
1986     10,749      2,315      22      13,086       14,983       15,900      10,484           
 
1987     9,802       3,257      260     13,319       15,422       16,180      10,959           
 
1988     9,735       4,499      258     14,492       16,611       17,674      11,425           
 
1989     9,955       6,016      264     16,235       18,696       20,211      11,956           
 
1990     9,697       7,330      257     17,284       20,191       21,741      12,707           
 
1991     10,089      9,235      268     19,592       22,902       24,875      13,086           
 
1992     10,175      10,919     270     21,364       24,811       27,079      13,485           
 
1993     10,653      13,098     283     24,034       27,226       30,029      13,846           
 
1994     9,812       13,376     260     23,448       26,730       29,110      14,236           
 
</TABLE>
 
* From month-end closest to initial investment date.
+ From month-end following initial investment date.
LIMITED TERM BOND - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>            <C>         <C>       
          Value of     Value of                                Lehman                               
 
Period    Initial      Reinvested      Reinvested              Intermediate   Aggregate   Cost      
 
Ended     $10,000      Dividend        Capital Gain    Total   Govt./Corp.    Bond        of        
 
Nov. 30   Investment   Distributions   Distributions   Value   Index          Index+      Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>         <C>        <C>     <C>         <C>                <C>         <C>         
1985    $ 10,592    $ 1,147    $ 0     $ 11,739     $ 12,988     $ 13,436    $ 10,351   
 
1986     11,285      2,431      24      13,740       14,983       15,900      10,484    
 
1987     10,291      3,419      273     13,983       15,422       16,180      10,959    
 
1988     10,221      4,723      271     15,215       16,611       17,674      11,425    
 
1989     10,452      6,316      277     17,045       18,696       20,211      11,956    
 
1990     10,181      7,696      270     18,147       20,191       21,741      12,707    
 
1991     10,592      9,695      281     20,568       22,902       24,875      13,086    
 
1992     10,683      11,463     283     22,429       24,811       27,079      13,485    
 
1993     11,185      13,751     297     25,233       27,226       30,029      13,846    
 
1994     10,291      13,934     273     24,498       26,730       29,110      14,236    
 
</TABLE>
 
* From month-end closest to initial investment date.
+ From month-end following initial investment date.
LIMITED TERM BOND - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>            <C>         <C>       
          Value of     Value of                                Lehman                               
 
Period    Initial      Reinvested      Reinvested              Intermediate   Aggregate   Cost      
 
Ended     $10,000      Dividend        Capital Gain    Total   Govt./Corp.    Bond        of        
 
Nov. 30   Investment   Distributions   Distributions   Value   Index          Index+      Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>               <C>               <C>     <C>               <C>                <C>         <C>         
1985    $ 10,592          $ 1,147           $ 0     $ 11,739           $ 12,988     $ 13,436    $ 10,351   
 
1986     11,285            2,431             24      13,7 4 0      14,983       15,900      10,484    
 
1987     10,291            3,419             273     13,983             15,422       16,180      10,959    
 
1988     10,221            4,723             271     15,215             16,611       17,674      11,425    
 
1989     10,452            6,316             277     17,045             18,696       20,211      11,956    
 
1990     10,181            7,696             270     18,147             20,191       21,741      12,707    
 
1991     10,592            9,695             281     20,568             22,902       24,875      13,086    
 
1992     10,683            11, 498      283     22, 464       24,811       27,079      13,485    
 
1993     11, 205      13, 920      297     25, 422       27,226       30,029      13,846    
 
1994     10, 311      14, 304      273     24, 889       26,730       29,110      14,236    
 
</TABLE>
 
*  From month-end closest to initial investment date.
+ From month-end following initial investment date.
SHORT FIXED-INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>           <C>         <C>        
          Value of     Value of                                Lehman                               
 
Period    Initial      Reinvested      Reinvested              1 - 3         Aggregate   Cost       
 
Ended     $10,000      Dividend        Capital Gain    Total   Govt./Corp.   Bond        of         
 
Oct. 31   Investment   Distributions   Distributions   Value   Index         Index+      Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>       <C>    <C>         <C>                <C>         <C>         
1987*    $ 9,909    $ 100     $ 0    $ 10,009    $  10,198     $ 10,356    $ 10,026   
 
1988      9,791      974       0      10,765       10,993       11,543      10,452    
 
1989      9,801      1,921     0      11,722       12,040       12,917      10,922    
 
1990      9,476      2,902     0      12,378       13,097       13,732      11,609    
 
1991      9,722      4,165     0      13,887       14,594       15,903      11,948    
 
1992      9,801      5,397     0      15,198       15,789       17,467      12,330    
 
1993      9,939      6,645     0      16,584       16,726       19,540      12,670    
 
1994      9,338      7,211     0      16,549       16,931       18,823      13,000    
 
</TABLE>
 
*  From September 16, 1987 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date.
 SHORT FIXED-INCOME - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>           <C>               <C>               <C>       <C>             <C>           <C>               
             Value of       Value of                                      Lehman                                    
 
 Period      Initial        Reinvested        Reinvested                  1 - 3           Aggregate     Cost        
 
 Ended       $10,000        Dividend          Capital Gain      Total     Govt./Corp.     Bond          of          
 
 Oct. 31     Investment     Distributions     Distributions     Value     Index           Index+        Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>          <C>      <C>           <C>           <C>           <C>                
 1987*     $ 10,060     $ 101        $ 0     $ 10,161      $ 10,198      $ 10,356      $ 10,026    
 
 1988        9,940        989         0        10,929       10,993        11,543        10,452     
 
 1989        9,950        1,951       0        11,901       12,040        12,917        10,922     
 
 1990        9,620        2,946       0        12,566       13,097        13,732        11,609     
 
 1991        9,870        4,228       0        14,098       14,594        15,903        11,948     
 
 1992        9,950        5,479       0        15,429       15,789        17,467        12,330     
 
 1993        10,090       6,748       0        16,838       16,726        19,540        12,670     
 
 1994        9,480        7,320       0        16,800       16,931        18,823        13,000     
 
</TABLE>
 
 *  From September 16, 1987 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date. 
HIGH INCOME MUNICIPAL - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1987*    $ 9,382    $ 87      $ 0     $ 9,469    $ 10,356    $ 10,026   
 
1988      9,963      852       0       10,815     11,543      10,452    
 
1989      10,306     1,759     54      12,119     12,917      10,922    
 
1990      10,354     2,722     168     13,244     13,732      11,609    
 
1991      10,868     3,903     330     15,101     15,903      11,948    
 
1992      11,097     5,044     351     16,492     17,467      12,330    
 
1993      12,116     6,577     429     19,122     19,540      12,670    
 
1994      10,687     6,808     473     17,968     18,823      13,000    
 
*  From September 16, 1987 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date.
HIGH INCOME MUNICIPAL - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1987*    $ 9,850    $ 92      $ 0     $ 9,942    $ 10,356    $ 10,026   
 
1988      10,460     895       0       11,355     11,543      10,452    
 
1989      10,820     1,847     57      12,724     12,917      10,922    
 
1990      10,870     2,858     176     13,904     13,732      11,609    
 
1991      11,410     4,097     347     15,854     15,903      11,948    
 
1992      11,650     5,296     368     17,314     17,467      12,330    
 
1993      12,720     6,905     450     20,075     19,540      12,670    
 
1994      11,210     7,069     496     18,775     18,823      13,000    
 
* From September 16, 1987 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
 HIGH INCOME MUNICIPAL - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>             <C>              <C>               <C>       <C>           <C>               
                   Value of       Value of                                                                
 
                   Initial        Reinvested        Reinvested                  Aggregate     Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     Bond          of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     Index+        Living**    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>              <C>            <C>               <C>                <C>                
 1987*      $ 9,850      $ 92        $ 0       $ 9,942      $ 10,356      $ 10,026    
 
 1988        10,460       895         0         11,355       11,543        10,452     
 
 1989        10,820       1,847       57        12,724       12,917        10,922     
 
 1990        10,870       2,858       176       13,904       13,732        11,609     
 
 1991        11,410       4,097       347       15,854       15,903        11,948     
 
 1992        11,650       5,296       368       17,314       17,467        12,330     
 
 1993        12,720       6,905       450       20,075       19,540        12,670     
 
 1994        11,220       7,148       497       18,865       18,823        13,000     
 
</TABLE>
 
 *  From September 16, 1987 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date. 
LIMITED TERM TAX-EXEMPT - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1985*    $ 9,792    $ 126     $ 0       $ 9,918    $ 10,455    $ 10,065   
 
1986      10,468     826       51        11,345     12,372      10,194    
 
1987      9,887      1,451     117       11,455     12,590      10,656    
 
1988      10,020     2,207     118       12,345     13,752      11,108    
 
1989      10,106     3,046     119       13,271     15,726      11,625    
 
1990      10,135     3,951     120       14,206     16,917      12,355    
 
1991      10,287     4,955     122       15,364     19,356      12,724    
 
1992      10,554     6,062     125       16,741     21,071      13,112    
 
1993      9,963      6,581     1,489     18,033     23,366      13,463    
 
1994      8,954      6,669     1,369     16,992     22,651      13,841    
 
*  From September 19, 1985 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
LIMITED TERM TAX-EXEMPT - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1985*    $ 10,280    $ 132     $ 0       $ 10,412    $ 10,455    $ 10,065   
 
1986      10,990      867       53        11,910      12,372      10,194    
 
1987      10,380      1,524     123       12,027      12,590      10,656    
 
1988      10,520      2,317     124       12,961      13,752      11,108    
 
1989      10,610      3,198     125       13,933      15,726      11,625    
 
1990      10,640      4,148     126       14,914      16,917      12,355    
 
1991      10,800      5,202     128       16,130      19,356      12,724    
 
1992      11,080      6,365     131       17,576      21,071      13,112    
 
1993      10,460      6,909     1,564     18,933      23,366      13,463    
 
1994      9,400       6,931     1,437     17,768      22,651      13,841    
 
* From September 19, 1985 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
LIMITED TERM TAX-EXEMPT-INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1985*    $ 10,280    $ 132     $ 0       $ 10,412    $ 10,455    $ 10,065   
 
1986      10,990      867       53        11,910      12,372      10,194    
 
1987      10,380      1,524     123       12,027      12,590      10,656    
 
1988      10,520      2,317     124       12,961      13,752      11,108    
 
1989      10,610      3,198     125       13,933      15,726      11,625    
 
1990      10,640      4,148     126       14,914      16,917      12,355    
 
1991      10,800      5,202     128       16,130      19,356      12,724    
 
1992      11,080      6,371     131       17,582      21,071      13,112    
 
1993      10,460      6,967     1,564     18,991      23,366      13,463    
 
1994      9,410       7,110     1,440     17,960      22,651      13,841    
 
* From September 19, 1985 (commencement of operations).
** From month-end closest to initial investment date.
+ From month-end following initial investment date.
SHORT-INTERMEDIATE TAX-EXEMPT - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>         <C>        
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   Index+      Living**   
 
</TABLE>
 
1994    $ 9,623    $ 254    $ 0    $ 9,877    $ 9,926    $ 10,183   
 
* From March 16, 1994 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date.
 SHORT-INTERMEDIATE TAX-EXEMPT - INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>       <C>           <C>               
                   Value of       Value of                                                                     
 
                   Initial        Reinvested        Reinvested                  Aggregate     Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     Bond          of          
 
 Ended Nov. 30     Investment     Distributions     Distributions     Value     Index+        Living**    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>           <C>              <C>            <C>          <C>                <C>               <C>                
 1994     $ 9,770     $ 257     $ 0      $ 10,027      $ 9,926      $ 10,183    
 
</TABLE>
 
 * From March 16, 1994 (commencement of operations).
**  From month-end closest to initial investment date.
+ From month-end following initial investment date. 
The yield for the S&P 500 for the year ended December 31, 1994 was 2.93%,
calculated by dividing the dollar value of dividends paid by the S&P 500
stocks during the period by the average value of the S&P 500 on December
31, 1994. The S&P 500 yield is calculated differently from each class's
yield. For example, a class's yield calculation treats dividends as accrued
in anticipation of payment, rather than recording them when paid.
INTERNATIONAL FUND RETURNS. The following tables show the income and
capital elements of the total return for each class of Overseas and
Emerging Markets Income from the date each fund commenced operations
through the 1994 fiscal period, ended as indicated. The classes may compare
their total returns to the record of the following Morgan Stanley Capital
International indices: the World Index; EAFE Index; the Europe Index; the
Pacific Index, the Combined Far East ex-Japan Free Index; and the Latin
America Free Index. The EAFE Index combines the Europe and Pacific indices.
The addition of Canada, the United States, and South African Gold Mines to
the EAFE index compiles the World Index which includes over 1400 companies.
The Europe Index and Pacific Index are subsets of the Morgan Stanley
Capital International World Index, which is also published by Morgan
Stanley Capital International, S.A. The Europe and Pacific Indices are
weighted by the market value of each country's stock exchange(s). The
companies included in the indices change only in the event of mergers,
takeovers, failures and the like, and minor adjustments may be made when
Morgan Stanley Capital International, S.A. reviews the companies covered as
to suitability every three or four years.
 
<TABLE>
<CAPTION>
<S>                <C>                                     <C>                                              
Fund               Comparative Index                       Description of Index                             
 
Overseas           Morgan Stanley Capital International    An unmanaged index of 900 foreign common         
                   Europe, Australia, Far East Index       stocks                                           
                   (EAFE)                                                                                   
 
Emerging Markets   J.P. Morgan Emerging                    An unmanaged index of fixed income securities    
Income             Market Bond Index                       from developing nations                          
 
</TABLE>
 
Each table below compares the returns for each class of Overseas and
Emerging Markets Income to the record of the S&P 500, the DJIA, a foreign
stock market index as described above, and the cost of living (measured by
the CPI) over the same period. The CPI information is as of the month-end
closest to the initial investment date for each fund. The S&P 500 and DJIA
comparisons are provided to show how each class's total return compared to
the record of a broad range of U.S. common stocks and a narrower set of
stocks of major U.S. industrial companies, respectively, over the same
period. The funds have the ability to invest in securities not included in
the indices, and their investment portfolios may or may not be similar in
composition to the indices. The EAFE Index, Emerging Market Bond Index, S&P
500, and DJIA are based on the prices of unmanaged groups of stocks and,
unlike each class's returns, their returns do not include the effect of
paying brokerage commissions and other costs of investing.
The following charts show the growth of a hypothetical $10,000 investment
in each class, assuming all distributions were reinvested. This was a
period of fluctuating interest rates, bond prices, and stock prices and the
figures below should not be considered representative of the dividend
income or capital gain or loss that could be realized from an investment in
the class today. Tax consequences of different investments have not been
factored into the figures.
OVERSEAS-CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>     <C>   <C>    <C>        
                Value of     Value of                                                                
 
                Initial      Reinvested      Reinvested                                   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   EAFE    S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   Index   500   DJIA   Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>     <C>    <C>        <C>        <C>        <C>        <C>         
1990*    $ 9,096    $ 0     $ 0    $ 9,096    $ 9,968    $ 9,246   $ 9,246     $ 10,357   
 
1991      9,315      77      0      9,392      10,661     12,344     12,027     10,659    
 
1992      8,639      200     0      8,839      9,252      13,575     13,020     11,001    
 
1993      12,316     424     0      12,740     12,717     15,604     15,291     11,303    
 
1994      13,392     483     0      13,875     14,002     16,208     16,684     11,598    
 
</TABLE>
 
* From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
 OVERSEAS-CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>               <C>        <C>       <C>     <C>      <C>               
                   Value of       Value of                                                                             
 
                   Initial        Reinvested        Reinvested                                             Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     EAFE      S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     Index     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>          <C>        <C>     <C>           <C>         <C>          <C>           <C>                
 1990*     $ 9,550      $ 0        $ 0     $ 9,550       $ 9,968      $ 9,246     $ 9,246       $ 10,357    
 
 1991        9,780        80        0        9,860        10,661       12,344       12,027       10,659     
 
 1992        9,070        210       0        9,280        9,252        13,575       13,020       11,001     
 
 1993        12,930       445       0        13,375       12,717       15,604       15,291       11,303     
 
 1994        14,060       507       0        14,567       14,002       16,208       16,684       11,598     
 
</TABLE>
 
 * From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
OVERSEAS-INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>               <C>              <C>        <C>       <C>     <C>     <C>               
                   Value of       Value of                                                                             
 
                   Initial        Reinvested        Reinvested                                             Cost        
 
 Period            $10,000        Dividend          Capital Gain      Total     EAFE      S&P              of          
 
 Ended Oct. 31     Investment     Distributions     Distributions     Value     Index     500     DJIA     Living**    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>         <C>        <C>      <C>          <C>           <C>         <C>           <C>                
 1990*     $ 9,550      $ 0        $ 0     $ 9,550       $ 9,968      $ 9,246     $ 9,246       $ 10,357    
 
 1991        9,780        80        0        9,860        10,661       12,344       12,027       10,659     
 
 1992        9,070        210       0        9,280        9,252        13,575       13,020       11,001     
 
 1993        12,930       445       0        13,375       12,717       15,604       15,291       11,303     
 
 1994        14,060       507       0        14,567       14,002       16,208       16,684       11,598     
 
</TABLE>
 
 * From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date. 
EMERGING MARKETS INCOME-CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>           <C>          <C>             <C>             <C>     <C>           <C>   <C>    <C>        
              Value of     Value of                                J.P. Morgan                           
 
              Initial      Reinvested      Reinvested              Emerging                   Cost       
 
Period        $10,000      Dividend        Capital Gain    Total   Market Bond   S&P          of         
 
Ended Dec.    Investment   Distributions   Distributions   Value   Index         500   DJIA   Living**   
31                                                                                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>      <C>      <C>        <C>        <C>                <C>                <C>         
1994*    $ 9,068    $ 457    $ 235    $ 9,760    $ 9,989    $  10,067     $  10,173     $ 10,204   
 
</TABLE>
 
* From March 10, 1994 (commencement of operations).
** From month-end closest to initial investment date.
 EMERGING MARKETS INCOME-CLASS B     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>             <C>            <C>               <C>               <C>       <C>             <C>     <C>      <C>               
                 Value of       Value of                                      J.P. Morgan                                  
 
                 Initial        Reinvested        Reinvested                  Emerging                         Cost        
 
 Period          $10,000        Dividend          Capital Gain      Total     Market Bond     S&P              of          
 
 Ended Dec.      Investment     Distributions     Distributions     Value     Index           500     DJIA     Living**    
 31                                                                                                                                 
                              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>          <C>         <C>       <C>           <C>          <C>           <C>          <C>                
 1994*      $ 9,068      $ 457      $ 235      $ 9,760      $ 9,989      $ 10,067      $ 10,173      $ 10,204    
 
</TABLE>
 
 * From March 10, 1994 (commencement of operations).
** From month-end closest to initial investment date.
EMERGING MARKETS INCOME- INSTITUTIONAL CLASS     INDICES    
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>           <C>               <C>               <C>       <C>             <C>     <C>      <C>              
                 Value of       Value of                                      J.P. Morgan                                  
 
                 Initial        Reinvested        Reinvested                  Emerging                         Cost        
 
 Period          $10,000        Dividend          Capital Gain      Total     Market Bond     S&P              of          
 
 Ended Dec.      Investment     Distributions     Distributions     Value     Index           500     DJIA     Living**    
 31                                                                                                                                 
                              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>         <C>       <C>        <C>          <C>          <C>           <C>           <C>                
 1994*     $ 9,520     $ 480     $ 247     $ 10,247     $ 9,989      $ 10,067      $ 10,173      $ 10,204        
 
</TABLE>
 
   * From March 10, 1994 (commencement of operations).
** From month-end closest to initial investment date.    
The following table reflects the cost of the initial $10,000 investment in
each of the classes,    together with     the aggregate cost of reinvested
dividends and capital gain distributions, if any, for the period covered.
If distributions had not been reinvested, the amount of distributions
earned from the applicable class over time would have been smaller and the
cash payments from these classes for the periods noted would have come to
the amounts shown in column (A) for capital gain distributions, and the
amounts shown in column (B) for income dividends. Tax consequences of
different investments (with the exception of foreign tax withholdings) have
not been factored into the figures below.
              (A)             (B)         
 
              CAPITAL GAIN    INCOME      
 
FUND   COST   DISTRIBUTIONS   DIVIDENDS   
 
 
<TABLE>
<CAPTION>
<S>                                            <C>              <C>              <C>               
   Overseas-A                                     $    24,857      $    10,557        $      581   
 
   Equity Portfolio Growth-A                   25,863           11,083           772               
 
   Equity Portfolio Growth-Institutional       16,456           5,229            76                
 
   Global Resources-A                          16,797           5,296            514               
 
   Growth Opportunities-A                      28,518           8,432            3,848             
 
   Strategic Opportunities-A                   29,681           8,852            4,151             
 
   Strategic Opportunities-B                   23,178           3,191            5,609             
 
   Equity Income-A                             23,857           3,350            5,898             
 
   Equity Income-B                             24,205           3,350            6,055             
 
   Equity Income-Institutional                 18,033           2,105            4,086             
 
   Income & Growth-A                           10,750           248              479               
 
   Emerging Markets Income-A                   10,731           260              451               
 
   Emerging Markets Income-B                   23,956           467              8,089             
 
   High Yield-A                                25,541           490              8,447             
 
   High Yield-B                                10,093           0                93                
 
   Strategic Income-A                          10,084           0                84                
 
   Strategic Income-B                          17,342           333              5,038             
 
   Government Investment-A                     17,657           350              5,261             
 
   Government Investment-B                     23,973           230              8,552             
 
   Limited Term Bond-A                         24,573           241              8,938             
 
   Limited Term Bond-B                         24,933           241              9,089             
 
   Limited Term Bond-Institutional             17,505           0                5,582             
 
   Short Fixed-Income-A                        17,299           362              5,171             
 
   High Income Municipal-A                     17,588           380              5,384             
 
   High Income Municipal-B                     18,965           972              5,489             
 
   Limited Term Tax-Exempt-A                   19,339           1,020            5,724             
 
   Limited Term Tax-Exempt-B                   19,522           1,020            5,820             
 
   Limited Term Tax-Exempt-Institutional       10,258           0                255               
 
   Short-Intermediate Tax-Exempt-A                10,328                0            324           
 
</TABLE>
 
INTERNATIONAL INDICES, MARKET CAPITALIZATION, AND NATIONAL STOCK MARKET
RETURN. The following tables show the indexed market capitalization of
certain countries included in the Morgan Stanley Capital International
Indices (MSCI) database as of December 31, 1994 and the performance of
national stock markets as measured in U.S. dollars and in local currency by
the Morgan Stanley Capital International stock market indices for the
twelve months ended October 31, 1994. Of course, these results are not
indicative of future stock market performance or the classes' performance.
Market conditions during the periods measured fluctuated widely. Brokerage
commissions and other fees are not factored into the values of the indices.
MARKET CAPITALIZATION. Companies outside the United States now make up
nearly two-thirds of the world's stock market capitalization. According to
Morgan Stanley Capital International, the size of the markets as measured
in U.S. dollars grew from $2,011 billion in 1982 to $7,659 billion in
1994.The following table measures the indexed market capitalization of
certain countries according to the Morgan Stanley Capital International
Indices database. The value of the markets are measured in billions of U.S.
dollars as of December 31, 1994.
MSCI INDEX MARKET CAPITALIZATION
Australia   $125.10   Japan                $2,145.70   
 
Austria     18.00     Netherlands          167.90      
 
Belgium     49.30     Norway               19.90       
 
Canada      171.10    Singapore/Malaysia   175.00      
 
Denmark     35.30     Spain                74.30       
 
France      265.60    Sweden               76.10       
 
Germany     300.10    Switzerland          215.00      
 
Hong Kong   196.50    United Kingdom       731.00      
 
Italy       102.90    United States        2,784.70    
 
The following table measures the total market capitalization of certain
Latin American countries according to the MSCI Index database. The value of
the markets is measured in billions of U.S. dollars as of December 31,
1994.
MSCI INDEX MARKET CAPITALIZATION - LATIN AMERICA
Argentina             $ 23,742    
 
Brazil                 95,841     
 
Chile                  38,160     
 
Colombia               7,764      
 
Mexico                 70,281     
 
Venezuela              3,328      
 
                                  
 
Total Latin America   $ 239,116   
 
NATIONAL STOCK MARKET PERFORMANCE. Certain national stock markets have
outperformed the U.S. stock market. The first table below represents the
performance of national stock markets as measured in U.S. dollars by the
Morgan Stanley Capital International stock market indices for the twelve
months ended October 31, 1994. The second table shows the same performance
as measured in local currency. Each table measures total return based on
the period's change in price, dividends paid on stocks in the index, and
the effect of reinvesting dividends net of any applicable foreign taxes.
These are unmanaged indices composed of a sampling of selected companies
representing an approximation of the market structure of the designated
country.
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN U.S. DOLLARS
Australia     2.932%   Japan                  8.122%         
 
Austria       -5.91    Netherlands            14.089         
 
Belgium       13.47    Norway                 15.120         
 
Canada        1.173    Singapore/Malaysia     33.750/7.946   
 
Denmark       7.285    Spain                  -1.426         
 
France        2.592    Sweden                 19.165         
 
Germany       8.752    Switzerland            11.086         
 
Hong Kong     2.047    United Kingdom         7.843          
 
Italy         17.332   United States          1.679          
 
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN LOCAL CURRENCY
Australia     -2.232%   Japan                  -3.213%        
 
Austria       -15.340   Netherlands            2.517          
 
Belgium       -3.057    Norway                 3.208          
 
Canada        3.599     Singapore/Malaysia     23.794/7.963   
 
Denmark       -6.058    Spain                  -7.860         
 
France        -9.690    Sweden                 5.680          
 
Germany       -2.090    Switzerland            5.573          
 
Hong Kong     2.034     United Kingdom         -1.884         
 
Italy         11.405    United States          1.679          
 
The following table shows the average annualized stock market returns as of
October 31, 1994. 
STOCK MARKET PERFORMANCE MEASURED IN U.S. DOLLARS
           Five Years Ended        Ten Years Ended
      Germany            11.01%     18.19%         
 
      Hong Kong          31.98      30.82          
 
      Japan              -1.87      17.68          
 
      Spain              1.52       19.61          
 
      United Kingdom     12.81      18.64          
 
      United States      9.51       13.60          
 
Performance may be compared to the performance of other mutual funds in
general, or to the performance of particular types of mutual funds. These
comparisons may be expressed as mutual fund rankings prepared by Lipper
Analytical Services, Inc. (Lipper), an independent service located in
Summit, New Jersey that monitors the performance of mutual funds. Lipper
generally ranks funds on the basis of total return, assuming reinvestment
of distributions, but does not take sales charges or redemption fees into
consideration, and is prepared without regard to tax consequences. Lipper
may also rank bond funds based on yield. In addition to mutual fund
rankings, performance may be compared to stock, bond, and money market
mutual fund performance indices prepared by Lipper or other organizations.
When comparing these indices, it is important to remember the risk and
return characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility. Likewise, money market funds may
offer greater stability of principal, but generally do not offer the higher
potential returns available from stock mutual funds.
From time to time, performance may also be compared to other mutual funds
tracked by financial or business publications and periodicals. For example,
a class may quote Morningstar, Inc. in its advertising materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds
on the basis of risk-adjusted performance. Rankings that compare the
performance of Fidelity funds to one another in appropriate categories over
specific periods of time may also be quoted in advertising.
A class may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC-insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to assess savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the classes.
Performance comparisons may also be made to other compilations or indices
that may be developed and made available in the future.
Each class of a fixed-income fund may compare its performance or the
performance of securities in which that fixed-income fund may invest to
averages published by IBC USA (Publications), Inc. of Ashland,
Massachusetts. These averages assume reinvestment of distributions. The
Bond Fund Report Averages   TM    /All Taxable (Strategic Income,
Government Investment, Limited Term Bond, High Yield, Short-Fixed Income)
covers over 488 taxable bond funds    and     The Bond Fund Report
Averages   TM    /Municipal (Limited Term Tax-Exempt, High Income
Municipal, Short-Intermediate Tax-Exempt) covers over 433 tax-exempt bond
funds. The averages are reported in the BOND FUND REPORT(Registered
trademark). Each class of a fixed-income fund may    also     compare its
performance or the performance of securities in which it may invest to the
IBC/Donohgue's Money Fund Averages, reported in the MONEY FUND
REPORT(Registered trademark), which monitor the performance of money market
funds. When evaluating comparisons to money market funds, investors should
consider the relevant differences in investment objectives and policies.
Specifically, money market funds invest in short-term, high-quality
instruments and seek to maintain a stable $1.00 share price. A bond fund,
however, invests in longer-term instruments and its share price changes
daily in response to a variety of factors.
A tax-exempt fund may compare and contrast in advertising the relative
advantages of investing in a mutual fund versus an individual municipal
bond. Unlike tax-exempt mutual funds, individual municipal bonds offer a
stated rate of interest and, if held to maturity, repayment of principal.
Although some individual municipal bonds might offer a higher return, they
do not offer the reduced risk of a mutual fund that invests in many
different securities. The initial investment requirements and sales charges
of many tax-exempt mutual funds are lower than the purchase cost of
individual municipal bonds, which are generally issued in $5,000
denominations and are subject to direct brokerage costs.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
   model portfolios or allocations    ; and saving for college or other
goals. In addition, Fidelity may quote or reprint financial or business
publications or periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products.
Each fund may present its fund number, Quotron number and CUSIP number, and
discuss or quote its current portfolio manager.
   Each fund may be advertised as part of certain asset allocation programs
involving other Fidelity or non-Fidelity mutual funds. These asset
allocation programs may advertise a model portfolio and its performance
results.
Each fund may be advertised as part of a no transaction fee (NTF) program
in which Fidelity and non-Fidelity mutual funds are offered. A NTF program
may advertise performance results.    
VOLATILITY. Various measures of volatility and benchmark correlation may be
quoted in advertising. In addition, a fund may compare these measures to
those of other funds. Measures of volatility seek to compare a class'
historical share price fluctuations or total returns to those of a
benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, a fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate a class's price movements over specific
periods of time. Each point on the momentum indicator represents the
class's percentage change in price movements over that period. 
Examples of the effects of periodic investment plans, including the
principle of dollar cost averaging may be advertised. In such a program, an
investor invests a fixed dollar amount in a class at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of December 31, 1994, FMR advised over $25 billion in tax-free fund
assets, $55 billion in money market fund assets, $165 billion in equity
fund assets, and $19 billion in international fund assets. The funds may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The "equity funds
under management" figure represents the largest amount of equity fund
assets under management by a mutual fund investment adviser in the United
States, making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
In addition to performance rankings, each class of each    fixed-income    
fund may compare its total expense ratio to the average total expense ratio
of similar funds tracked by Lipper. A class's total expense ratio is a
significant factor in comparing bond and money market investments because
of its effect on yield.
ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION
CLASS A SHARES ONLY
Pursuant to Rule 22d-1 under the    1940 Act    , FDC exercises its right
to waive Class A'   s     maximum 4.75% (all funds except Short   
    Fixed   -    Income and Short-Intermediate Tax-Exempt) or 1.50%
(Short        Fixed   -    Income and Short-Intermediate Tax-Exempt)
front-end sales charge in connection with the 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 a bank trust officer, registered representative,
or other employee (and their immediate families) of Investment
Professionals under special arrangements in connection with FDC's sales
activities;
2. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or its direct or indirect subsidiaries (a Fidelity
Trustee or employee), the spouse of a Fidelity Trustee or employee, a
Fidelity Trustee or employee acting as custodian for a minor child, or a
person acting as trustee of a trust for the sole benefit of the minor child
of a Fidelity Trustee or employee;
3. to shares purchased by a charitable organization (as defined in Section
501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
4. to shares purchased for a charitable remainder trust or life income pool
established for the benefit of a charitable organization (as defined by
Section 501(c)(3) of the Internal Revenue Code);
   5    . to shares in a Fidelity IRA or Fidelity Advisor IRA account
purchased (including purchases by exchange) with the proceeds of a
distribution from an employee benefit plan having more than 200 eligible
employees or a minimum of $3,000,000 in plan assets invested in Fidelity
mutual funds or $1,000,000 invested in Fidelity Advisor mutual funds;
   6    . to shares purchased by an insurance company separate account used
to fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in ERISA)), which, in the
aggregate, have either more than 200 eligible employees or a minimum of
$1,000,000 in assets invested in Fidelity Advisor funds; 
   7    . to shares purchased by any state, county, city, or government
instrumentality, department or authority or agency; or
   8    . to shares purchased with redemption proceeds from other mutual
fund complexes on which the investor has paid a front-end or contingent
deferred sales charge;
   9. to shares purchased by a trust institution or bank trust department,
excluding assets described in (11) and (12) below, that has executed a
Participation Agreement with FDC specifying certain asset minimums and
qualifications, and marketing program restrictions. Assets managed by third
parties do not qualify for this waiver.
10. to shares purchased for use in a broker-dealer managed account program,
provided the broker-dealer has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver.
11. to shares purchased as part of an employee benefit plan having more
than (i) 200 eligible employees or a minimum or $1 million in plan assets
invested in the Advisor funds, or (ii) 25 eligible employees or $250,000 in
plan assets invested in Fidelity Advisor Funds that subscribes to Fidelity
Advisor Retirement Connection or similar program sponsored by Fidelity
Investments Institutional Services Company, Inc.    
12.    to shares purchased as part of an employee benefit plan through an
intermediary that has signed a participation agreement with FDC specifying
certain asset minimums and qualifications, and marketing, program and
trading restrictions.
 13. to shares purchased on a discretionary basis by a registered
investment adviser which is not part of an organization primarily engaged
in the brokerage business, that has executed a participation agreement with
FDC specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver.
In order to qualify for waivers (9), (10) and (13). eligible investors with
existing Class A accounts will be required to sign and comply with a
participation agreement. eligible investors that do not meet revised asset
requirements specified in the participation agreement will be allowed to
continue investing in Class A shares under the terms of their current
relationship until June 30, 1997, after which they will be prevented from
making new or subsequent purchases in Class A load waived, except that
employee benefit plans will be permitted to make additional purchases of
Class A shares load waived.    
CLASS B SHARES ONLY
The contingent deferred sales charge (CDSC) on Class B shares may be waived
in the case of (1) disability or death, provided that the redemption is
made within one year following the death or initial determination of
disability, or (2) in connection with a total or partial redemption made in
connection with distributions from retirement plan accounts at age 70 1/2,
which are permitted without penalty pursuant to    t    he Internal Revenue
Code.
A sales load waiver form must accompany these transactions.
CLASS A AND CLASS B SHARES ONLY
QUANTITY DISCOUNTS. To obtain a reduction of the front-end sales charge on
Class A shares, you or your Investment Professional must notify the
transfer agent at the time of purchase whenever a quantity discount is
applicable to your purchase. Upon such notification, you will receive the
lowest applicable front-end sales charge.
For purposes of qualifying for a reduction in front-end sales charges under
the Combined Purchase, Rights of Accumulation or Letter of Intent programs,
the following may qualify as an individual or a "company" as defined in
Section 2(a)(8) of the 1940 Act: an individual, spouse, and their children
under age 21 purchasing for his, her, or their own account; a trustee,
administrator or other fiduciary purchasing for a single trust estate or a
single fiduciary account or for a single or a parent-subsidiary group of
"employee benefits plans" (as defined in Section 3(3) of ERISA); and
tax-exempt organizations as defined under Section 501(c)(3) of the Internal
Revenue Code.
RIGHTS OF ACCUMULATION permit reduced front-end sales charges on any future
purchases of Class A shares after you have reached a new breakpoint in a
fund's sales charge schedule. The value of currently held Fidelity Advisor
Fund Class A and Class B shares, Initial Class shares and Class B shares of
Daily Money Fund: U.S. Treasury Portfolio   ,     and shares of Daily Money
Fund: Money Market Portfolio and Daily Tax-Exempt Money Fund acquired by
exchange from any Fidelity Advisor fund, is determined at the current day's
NAV at the close of business, and is added to the amount of your new
purchase valued at the current offering price to determine your reduced
front-end sales charge.
LETTER OF INTENT. You may obtain Class A shares at the same reduced
front-end sales charge by filing a non-binding Letter of Intent (the
Letter) within 90 days of the start of Class A purchases. Each Class A
investment you make after signing the Letter will be entitled to the
front-end sales charge applicable to the total investment indicated in the
Letter. For example, a $2,500 purchase of Class A shares toward a $50,000
Letter would receive the same reduced sales charge as if the $50,000
($1,000,000 for Short Fixed-Income or Short-Intermediate Tax-Exempt) had
been invested at one time. To ensure that the reduced front-end sales
charge will be received on future purchases, you or your Investment
Professional must inform the transfer agent that the Letter is in effect
each time Class A shares are purchased. Neither income nor capital gain
distributions taken in additional Class A or Class B shares will apply
toward the completion of the Letter.
Your initial investment must be at least 5% of the total amount you plan to
invest. Out of the initial purchase, 5% of the dollar amount specified in
the Letter will be registered in your name and held in escrow. The Class A
shares held in escrow cannot be redeemed or exchanged until the Letter is
satisfied or the additional sales charges have been paid. You will earn
income dividends and capital gain distributions on escrowed Class A shares.
The escrow will be released when your purchase of the total amount has been
completed. You are not obligated to complete the Letter
If you purchase more than the amount specified in the Letter and qualify
for a future front-end sales charge reduction, the front-end sales charge
will be adjusted to reflect your total purchase at the end of 13 months.
Surplus funds will be applied to the purchase of additional Class A shares
at the then   -    current offering price applicable to    the     total
purchase.
If you do not complete your purchase under the Letter within the 13-month
period, 30 days' written notice will be provided for you to pay the
increased front-end sales charges due. Otherwise, sufficient escrowed Class
A shares will be redeemed to pay such charges.
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM. You can make regular
investments in Class A or Class B shares of the funds with the Systematic
Investment Program by completing the appropriate section of the account
application and attaching a voided personal check with your bank's magnetic
ink coding number across the front. If your bank account is jointly owned,
be sure that all owners sign.
Your account will be drafted on or about the first business day of every
month. You may cancel your participation in the Systematic Investment
Program at any time without payment of a cancellation fee. You will receive
a confirmation from the transfer agent for every transaction, and a debit
entry will appear on your bank statement.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM. If you own Class A shares
worth $10,000 or more, you can have monthly, quarterly or semiannual checks
sent from your account to you, to a person named by you, or to your bank
checking account. Your Systematic Withdrawal Program payments are drawn
from Class A share redemptions. If Systematic Withdrawal Plan redemptions
exceed income dividends earned on your shares, your account eventually may
be exhausted. 
CLASS A, CLASS B, AND INSTITUTIONAL CLASS SHARES
Each fund is open for business and the NAV    and, where applicable, the
offering price,     for each class is calculated each day the New York
Stock Exchange (NYSE) is open for trading. The NYSE has designated the
following holiday closings for 1995: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day. Although FMR expects the same holiday schedule to be
observed in the future, the NYSE may modify its holiday schedule at any
time. Each class's NAV is calculated as of the close of the NYSE (normally
4:00 p.m. Eastern time). However, NAV may be calculated earlier if trading
on the NYSE is restricted or as permitted by the SEC. To the extent that
portfolio securities are traded in other markets on days when the NYSE is
closed, a class's NAV may be affected on days when investors do not have
access to the fund to purchase or redeem shares. In addition, trading in
some of a fund's portfolio securities may not occur on days when the fund
is open for business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the    p    rospectus, each fund has notified shareholders that it
reserves the right at any time, without prior notice, to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest effectively in accordance with its investment objective
and policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of each fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that a fund's income is derived from qualifying dividends. For any
fund that invests significantly in foreign securities, corporate
shareholders should not expect fund dividends to qualify for the
dividend   s    -received deduction   . F    or those funds that may also
earn other types of income, such as interest, income from securities loans,
non-qualifying dividends and short-term capital gains, the percentage of
dividends from the funds that qualify for the deduction will generally be
less than 100%. A fund will notify corporate shareholders annually of the
percentage of fund dividends which qualify for the dividends-received
deduction. A portion of a fund's dividends derived from certain U.S.
Government obligations may be exempt from state and local taxation. Gains
(losses) attributable to foreign currency fluctuations are generally
taxable as ordinary income and   ,     therefore   ,     will increase
(decrease) dividend distributions. As a consequence, FMR may adjust a
fund's income distributions to reflect the effect of currency fluctuations.
However, if foreign currency losses exceed a fund's net investment income
during a taxable year, all or a portion of the distributions made in the
same taxable year would be recharacterized as a return of capital to
shareholders, thereby reducing each shareholder's cost basis in his or her
fund. Short-term capital gains are distributed as dividend income.
For those funds whose income is primarily derived from interest, dividends
will not qualify for the dividends-received deduction available to
corporate shareholders. Mortgage security paydown gains (losses) are
generally taxable as ordinary income and, therefore, increase (decrease)
taxable dividend distributions. Gains (losses) attributable to foreign
currency fluctuations are generally taxable as ordinary income and
therefore will increase (decrease) dividend distributions. 
To the extent that a fund's income is designated as federally tax-exempt
interest, the daily dividends declared by the fund are also federally
tax-exempt. Short-term    capital     gains are distributed as dividend
income, but do not qualify for the dividends-received deduction. These
gains will be taxed as ordinary income. 
Each fund will send each of its shareholders a notice in January describing
the tax status of dividends and capital gain distributions, if any, for the
prior year.
Shareholders are required to report tax-exempt income on their federal tax
returns. Shareholders who earn other income, such as Social Security
benefits, may be subject to federal income tax on up to 85% of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
   E    ach    tax-exempt fund     purchases securities that are free of
federal income tax based on opinions of counsel regarding the tax status.
These opinions will generally be based on covenants by the issuers or other
parties regarding continuing compliance with federal tax requirements. If
at any time the covenants are not complied with, distribution to
shareholders of interest on a security could become federally taxable
retroactive to the date the security was issued. For certain types of
structured securities, opinions of counsel may also be based on the effect
of the structure on the federal tax treatment of the income   .    
As a result of The Tax Reform Act of 1986, interest on certain "private
activity" securities (referred to as "qualified bonds" in the Internal
Revenue Code) is subject to the federal alternative minimum tax (AMT),
although the interest continues to be excludable from gross income for
other tax purposes. Interest from private activity securities will be
considered tax-exempt for purposes of Limited Term Tax-Exempt's   ,    
Short-Intermediate Tax-Exempt's and High Income Municipal's policies of
investing so that 80% of each fund's net assets are invested in securities
whose interest is free from federal income tax. Interest from private
activity securities is a tax preference item for the purpose of determining
whether a taxpayer is subject to the AMT and the amount of AMT tax to be
paid, if any. Private activity securities issued after August 7, 1986 to
benefit a private or industrial user or to finance a private facility are
affected by this rule.
A portion of the gain on bonds purchased    with market     discount after
April 30, 1993 and short-term capital gains distributed by a fund are
federally taxable to shareholders as dividends, not as capital gains.
Dividend distributions resulting from a recharacterization of gain from the
sale of bonds purchased at a discount after April 30, 1993 are not
considered income for the purposes of Limited Term Tax-Exempt's   ,    
Short-Intermediate Tax-Exempt's and High Income Municipal's policies of
investing so that 80% of each fund's net assets are invested in securities
whose interest is free from federal income tax. 
Corporate investors should note that a tax preference item for purposes of
the corporate AMT is 75% of the amount by which adjusted current earnings
(which include tax-exempt interest) exceed the alternative minimum taxable
income of the corporation. If a shareholder receives an exempt interest
dividend and sells shares at a loss after holding them for a period of six
months or less, the loss will be disallowed to the extent of the amount of
the exempt-interest dividend.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by a fund on the
sale of securities and distributed to shareholders are federally taxable as
long-term capital gains   ,     regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of a fund, and such shares are held six
months or less and are sold at a loss, the portion of the loss equal to the
amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
each fund are taxable to shareholders as dividends, not as capital gains.
As of December 31, 1994, Strategic Opportunities had a capital loss
carry   forward aggregating     approximately $1,141,000   . This loss
carryforward, of which $1,141,000     will expire on December 31, 2002   ,
is available to offset future capital gains.    
As of October 31, 1994, Income & Growth had a capital loss    carryforward
aggregating     approximately $18,212,000   . This loss carryforward, of
    which    $18,212,000     will expire on October 31, 2002   , is
available to offset future capital gains    .
As of October 31, 1994, High Yield had a capital loss    carryforward
aggregating     approximately $9,447,000   . This loss carryforward, of
which $9,447,000     will expire on October 31, 2002   , is available to
offset future capital gains    .
As of October 31, 1994, Government Investment had a capital loss
   carryforward aggregating     approximately $4,569,000   . This loss
carryforward, of which $4,569,000     will expire on October 31, 2002   ,
is available to offset future capital gains    .
As of November 30, 1994, Limited Term Bond had a capital loss
   carryforward aggregating     approximately $6,852,000   . This loss
carryforward,     of which $5,673,000, $1,034,000, and $145,000 will expire
on November 30, 1998, 1999, and 2002, respectively   , is available to
offset future capital gains    .
As of October 31, 1994, Short Fixed-Income had a capital loss
   carryforward aggregating     approximately $18,238,000   . This loss
carryforward,     of which $1,000, $19,000, $128,000, $63,000, $286,000,
$38,000, $336,000, and $17,367,000 will expire between October 31, 1995 to
October 31, 2002   , is available to offset future capital gains    .
As of October 31, 1994, High Income Municipal had a capital loss
   carryforward aggregating     approximately $3,173,000   . This loss
carryforward, of     which    $3,173,000     will expire on October 31,
2002   , is available to offset future capital gains    .
As of November 30, 1994, Limited Term Tax-Exempt had a capital loss
   carryforward aggregating     approximately $627,000   . This loss
carryforward, of     which    $627,000     will expire on November 30,
2002   , is available to offset future capital gains    .
As of November 30, 1994, Short-Intermediate Tax-Exempt had a capital loss
   carryforward aggregating     approximately $8,000   . This loss
carryforward, of     which    $8,000     will expire on November 30,
2002   , is available to offset future capital gains    .
STATE AND LOCAL TAXES. For mutual funds organized as business trusts, state
law provides for a pass-through of the state and local income tax exemption
afforded to direct owners of U.S. government securities.  Some states limit
this pass-through to mutual funds that invest a certain amount in U.S.
government securities, and some types of securities, such as repurchase
agreements and some agency-backed securities, may not qualify for this
benefit. The tax treatment of your dividend distributions from a fund will
be the same as if you directly owned your proportionate share of the U.S.
government securities in each fund's portfolio. Because the income earned
on most U.S. government securities in which a fund invests is exempt from
state and local income taxes, the portion of your dividends from the fund
attributable to these securities will also be free from income taxes. The
exemption from state and local income taxation does not preclude states
from assessing other taxes on the ownership of U.S. government securities.
In a number of states, corporate franchise (income) tax laws do not exempt
interest earned on U.S. government securities, whether such securities are
held directly or through a fund.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of a fund's
total assets are invested in securities of foreign issuers, the fund may
elect to pass through foreign taxes paid and thereby allow shareholders to
take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUNDS. Each fund intends to qualify    each year     as a
"regulated investment company" for tax purposes, so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and realized capital gains within each calendar year as well as on a
fiscal year basis. Each fund also intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held for less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit a fund's investments
in such instruments.
If a fund purchases shares in certain foreign investment entities, defined
as passive foreign investment companies (PFICs   )     in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, a fund will
elect to mark   -    to   -    market any PFIC shares. Unrealized gains
will be recognized as income for tax purposes and must be distributed to
shareholders as dividends.
Each fund is treated as a separate entity from the other funds in its
Trust, if any, for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders of a fund may be subject to
state and local personal property taxes. Investors should consult their tax
advisers to determine whether a fund is suitable for their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. Through ownership of voting common stock and the execution of a
shareholders' voting agreement, Edward C. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
FIIOC, which performs shareholder servicing functions for institutional
customers and funds sold through intermediaries; and Fidelity Investments
Retail Marketing Company, which provides marketing services to various
companies within the Fidelity organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Board of Trustees 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 officers also serve in similar capacities for other
funds advised by FMR. Unless otherwise noted, the business address of each
Trustee and officer is 82 Devonshire Street, Boston, Massachusetts 02109,
which is also the address of FMR. Those Trustees who are "interested
persons" (as defined in the 1940 Act) by virtue of their affiliation with
either a fund or FMR, are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (65), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (54), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (63), 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
a consultant to Western Mining Corporation (1994). Prior to February 1994,
he was President of Greenhill Petroleum Corporation (petroleum exploration
and production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous waste,
1993) and CH2M Hill Companies (engineering). In addition, he served on the
Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), P.O. Box 264, Bridgehampton, NY, Trustee (1992).
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and    she     previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of the
President's Advisory Council of The University of Vermont School of
Business Administration.
RICHARD J. FLYNN (71), 77 Fiske Hill, Sturbridge, MA, Trustee, is a
financial consultant. Prior to September 1986, Mr. Flynn was Vice Chairman
and a Director of the Norton Company (manufacturer of industrial devices).
He is currently a Trustee of College of the Holy Cross and Old Sturbridge
Village, Inc.   , and he previously served as a Director of Mechanics Bank
(1971-1995).    
E. BRADLEY JONES (67), 3881-2 Lander Road, Chagrin Falls, OH, Trustee
(1990). Prior to his retirement in 1984, Mr. Jones was Chairman and Chief
Executive Officer of LTV Steel Company. He is a Director of TRW Inc.
(original equipment and replacement products), Cleveland-Cliffs Inc.
(mining), Consolidated Rail Corporation, Birmingham Steel Corporation, and
RPM, Inc. (manufacturer of chemical products, 1990)   , and he previously
served as a Director of NACCO Industries, Inc. (mining and marketing,
1985-1995) and Hyster-Yale Materials Handling, Inc.     In addition, he
serves as a Trustee of First Union Real Estate Investments, a Trustee and
member of the Executive Committee of the Cleveland Clinic Foundation, a
Trustee and member of the Executive Committee of University School
(Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (62), One Harborside, 680 Steamboat Road, Greenwich, CT,
Trustee, is Executive-in-Residence (1995) at Columbia University Graduate
School of Business and a financial consultant. From 1987 to January 1995,
Mr. Kirk was a Professor at Columbia University Graduate School of
Business. Prior to 1987, he was Chairman of the Financial Accounting
Standards Board. Mr. Kirk is a Director of General Re Corporation
(reinsurance) and    he previously served as a Director of     Valuation
Research Corp. (appraisals and valuations, 1993   -1995    ). In addition,
he serves as Vice Chairman of the Board of Directors of the National Arts
Stabilization Fund, Vice Chairman of the Board of Trustees of the Greenwich
Hospital Association, and as a Member of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice Section
(1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction). In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deerfield and Society for the
Preservation of New England Antiquities, and as an Overseer of the Museum
of Fine Arts of Boston (1990).
GERALD C. McDONOUGH (66), 135 Aspenwood Drive, Cleveland, OH, Trustee, is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration),
Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993). 
EDWARD H. MALONE (70), 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. He
is a Director of Allegheny Power Systems, Inc. (electric utility), General
Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN (62), 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS (66), 21st Floor, 191 Peachtree Street, N.E., Atlanta,
GA, Trustee, is President of The Wales Group, Inc. (management and
financial advisory services). Prior to retiring in 1987, Mr. Williams
served as Chairman of the Board of First Wachovia Corporation (bank holding
company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants, 1992).
WILLIAM J. HAYES (61), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
ROBERT H. MORRISON (55), Manager of Security Transactions of Fidelity's
equity funds, is Vice President of FMR.
ROBERT A. LAWRENCE (   42    ), Vice President (1994), is Vice President of
Fidelity's high income funds and Senior Vice President of FMR (1993). Prior
to joining FMR, Mr. Lawrence was Managing Director of the High Yield
Department for Citicorp (1984-1991).
MARGARET L. EAGLE (45), is Vice President of High Yield and an employee of
FMR.
DANIEL R. FRANK (38), is Vice President of Strategic Opportunities and an
employee of FMR.
MICHAEL    S.     GRAY (38), is Vice President of Limited Term Bond (1989)
and an employee of FMR.
ROBERT    E.     HABER (37), is Vice President of Income & Growth (1989)
and an employee of FMR.
ROBERT LAWRENCE (   42    ) is Vice President of Emerging Markets Income
(1995) and an employee of FMR.
MALCOLM W. MacNAUGHT II (61), is Vice President of Global Resources (1991)
and an employee of FMR.
ROBERT STANSKY (39), is Vice President of Equity Portfolio Growth (1991)
and of other funds advised by FMR, and an employee of FMR.
GEORGE A. VANDERHEIDEN (49), is Vice President of Growth Opportunities
(1990) and an employee of FMR.
GUY E. WICKWIRE (   48    ), is Vice President of High Income Municipal
(1994) and an employee of FMR.
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
STEPHEN P. JONAS (42), Treasurer (1995) is Treasurer and Vice President of
FMR (1993). Mr. Jonas is also Treasurer of FMR Texas Inc. (1994), Fidelity
Management & Research (U.K.) Inc. (1994), and Fidelity Management &
Research (Far East) Inc. (1994). Prior to becoming Treasurer of FMR, Mr.
Jonas was Senior Vice President, Finance - Fidelity Brokerage Services,
Inc. (1991-1992) and Senior Vice President, Strategic Business Systems -
Fidelity Investments Retail Marketing Company (1989-1991).
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994); Chief Financial
Officer of Fidelity Brokerage Services, Inc. (1990-1993); and Vice
President, Assistant Controller, and Director of the Accounting Department
- - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current Trustee of each fund for his or her services as trustee for
the 1994 fiscal year ended as indicated.
COMPENSATION TABLE
      Aggregate Compensation    
 
 
 
 
<TABLE>
<CAPTION>
<S>                    <C>          <C>         <C>        <C>        <C>        <C>           <C>       <C>          <C>           
 <C>       <C>            <C>       
Fiscal 
Period 
Ended:   J. Gary    Ralph F.  Phyllis  Richard  E.       Edward      Donald  Gerald C.  Peter S.      Edward  Marvin      Thomas    
10/31 - * Burkhe    Cox       Burke    J. Flynn Bradley  C.          J. Kirk McDonoug   Lynch(dagger) H.      L.          R.        
11/30 - **ad(dagger)Davis     Jones                      Johnson             h                        Malone  Mann        William   
12/31 - ***                                              3rd(dagger)                                                      s         
 
Overseas*              
          $ 0        $ 190     $ 187    $ 229    $ 185    $ 0         $ 187   $ 191      $ 0          $ 194   $   1    87 $ 188     
 
Equity Portfolio        
          0          473       460      569      462      0           467     473        0             479     474         469      
Growth**                            
 
Global Resources*       
          0          49        48       59       47       0           48      49         0             50      48          48     
 
Growth                  
          0         1,467     1,446    1,766    1,432     0           1,448   1,480      0             1,501   1,447       1,453    
Opportunities*                                                                                                      
 
Strategic               
          0          183       179      227      181      0           181     183        0             188     183         185      
Opportunities***                                                                                                                    
                                    
 
Equity Income**         
          0          126       123      152      123      0           125     126        0             128     127         125      
 
Income & Growth*        
          0          1,201     1,185    1,447    1,173    0           1,186   1,213      0             1,230   1,186       1,191    
 
Emerging Markets        
          0          11        8        11       9        0           9       9          0             9       10          9        
Income***+                           
 
High Yield*             
          0          296       292      356      288      0           292     299        0             303     292         292      
 
Strategic Income***+    
          0          3         2        3        3        0           2       2          0             3       2           3        
 
Government              
          0          43        42       52       42       0           42      43         0             44      42          42       
Investment*                                                                                                      
 
Limited Term Bond**     
          0          139       136      168      136      0           138     139        0             141     139         138      
 
Short Fixed-Income*     
          0          400       395      481      391      0           396     405        0             410     395         396      
 
High Income             
          0          275       271      330      268      0           271     278        0             281     271         271      
Municipal*                                                                                                        
 
Limited Term            
          0          34        33       41       33       0           33      34         0             34      34          33       
Tax-Exempt**                                                                                                     
 
Short-Intermediate      
          0          5         4        6        5        0           5       5          0             5       5           5        
Tax-Exempt**+                                                                                                   
 
</TABLE>
 
+ Estimated
(dagger) Interested trustees of each fund are compensated by FMR
 
<TABLE>
<CAPTION>
<S>                                   <C>                  <C>                 <C>             
                                      Pension or           Estimated Annual    Total           
                                      Retirement           Benefits Upon       Compensation    
                                      Benefits Accrued     Retirement from     from the Fund   
                                      as part of Fund      the Fund            Complex*        
                                      Expenses from the    Complex*                            
                                      Fund Complex*                                            
 
   J. Gary Burkhead(dagger)              $ 0                  $ 0                 $ 0          
 
Ralph F. Cox                           5,200                52,000              125,000        
 
Phyllis Burke Davis                    5,200                52,000              122,000        
 
Richard J. Flynn                       0                    52,000              154,500        
 
   Edward C. Johnson 3d(dagger)           0                    0                   0           
 
E. Bradley Jones                       5,200                49,400              123,500        
 
Donald J. Kirk                         5,200                52,000              125,000        
 
   Peter S. Lynch(dagger)                 0                    0                   0           
 
Gerald C. McDonough                    5,200                52,000              125,000        
 
Edward H. Malone                       5,200                44,200              128,000        
 
Marvin L. Mann                         5,200                52,000              125,000        
 
Thomas R. Williams                     5,200                52,000              126,500        
 
</TABLE>
 
* Information is as of December 31, 1994 for 206 funds in the complex.
   (dagger) Interested trustees of each fund are compensated by FMR    
Under a retirement program that was adopted in July 1988   , the
non-interested     Trustees, upon reaching age 72, become eligible to
participate in a retirement program under which they receive payments
during their lifetime from a fund based on their basic trustee fees and
length of service. The obligation of a fund to make such payments    is    
not secured or funded. Trustees become eligible if, at the time of
retirement, they have served on the Board for at least five years.
Currently, Messrs. Ralph S. Saul, William R. Spaulding, Bertram H. Witham,
and David L. Yunich, all former non-interested Trustees, receive retirement
benefits under the program.
On January 31, 1995 the trustees and officers owned in the aggregate less
than 1% of each fund's outstanding shares.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund and all Trustees who are "interested
persons" of the Trust or of FMR, and all personnel of each fund or FMR
performing services relating to research, statistical, and investment
activities. 
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters and
other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
In addition to the management fee payable to FMR and the fees payable to
the transfer agent and the pricing and bookkeeping agent, each fund pays
all of its expenses, without limitation, that are not assumed by those
parties. Each fund pays for the typesetting, printing, and mailing of its
proxy materials to shareholders, legal expenses, and the fees of the
custodian, auditor and non-interested Trustees. Although each fund's
current management contract provides that each fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices and reports to shareholders, each Trust, on behalf of
each of its funds   ,     has entered into a revised transfer agent
agreement, pursuant to which the transfer agent bears the costs of
providing these services to existing shareholders. Other expenses paid by
each fund include interest, taxes, brokerage commissions, each fund's
proportionate share of insurance premiums and Investment Company Institute
dues, and the costs of registering shares under federal and state
securities laws. Each fund is also liable for such non-recurring expenses
as may arise, including costs of any litigation to which each fund may be a
party, and any obligation it may have to indemnify its officers and
Trustees with respect to litigation.
FMR is each fund's manager pursuant to management contracts approved by
shareholders on the dates shown in the table below. 
Fund    Date of Management Contract Date of Shareholder Approval
Overseas    1/1/93    12/1/92
Equity Portfolio Growth   12/1/90    11/14/90
Global Resources    12/   1    /   94        11/16/94
Growth Opportunities   1/1/95    12/14/94
Strategic Opportunities   11/29/90       9    /19/90
Equity Income    8/1/86    7/23/86
Income & Growth   1/1/95    12/14/94
Emerging Markets Income   1/20/94    2/10/94
High Yield    1/1/95    12/14/94
Strategic Income    9/16/94    10/14/94
Government Investment      1/1/95        1   2/14/94    
Limited Term Bond   1/1/95    12/14/94
Short Fixed   -    Income   1   /195        1   2/14/94    
High Income Municipal   12/   1/94        1   1/16/94    
Limited Term Tax-Exempt      7/1/95           6/14/95    
Short-Intermediate Tax-Exempt  1/1/9   5           6/14/95    
For the services of FMR under its contract, Equity Income pays FMR a
monthly management fee at the annual rate of .50% of its average net assets
throughout the month. For the fiscal years ended November 30, 1994, 1993,
and 1992, FMR received $1,392,206, $933,830 and $736,344, respectively.
For the services of FMR under each contract, Equity Portfolio Growth,
Global Resources, Income & Growth, Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Limited Term Bond, Short
Fixed-Income, High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt each pay FMR a monthly management fee
composed of the sum of two elements: a group fee rate and an individual
fund fee rate    (together, the basic fee rate)    .
For the services of FMR under each contract, Overseas, Growth
Opportunities, and Strategic Opportunities pay FMR a monthly management fee
composed of the sum of two elements: a basic fee and a performance
adjustment based on a comparison of Overseas   '     and Strategic
Opportunities' performance to that of the S&P 500    and Growth
Opportunities' performance to that of     EAFE
COMPUTING THE BASIC FEE. The basic fee rate for    each fund (except Equity
Income) is     composed of two elements: a group fee rate and an individual
fund fee rate. 
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown below on the left. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively applying the annualized rates on the left. For
example, the effective annual fee rate at $273 billion of group net assets
- - the approximate level for October 1994 - was 0.3191% for equity funds and
0.1561% for fixed   -    income funds, which is the weighted average of the
respective fee rates for each level of group net assets up $273 billion. 
FIXED-INCOME FUNDS
The following fee schedule is the current fee schedule for all fixed-income
funds.
  GROUP FEE RATE SCHEDULE      EFFECTIVE ANNUAL FEE RATES   
 
Average Group     Annualized   Group Net        Effective Annual Fee   
Assets            Rate         Assets           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                                                
 
228 - 264         .1300                                                
 
264 - 300         .1275                                                
 
300 - 336         .1250                                                
 
336 - 372         .1225                                                
 
       Over 372   .1200                                                
 
   This fee schedule has been approved by the shareholders of all the
fixed-income funds.    
EQUITY FUNDS
The following fee schedule is the current fee schedule for all equity funds
(except Equity Income).
  GROUP FEE RATE SCHEDULE      EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual Fee   
Assets          Rate         Assets      Rate                   
 
0 - $ 3 billion   .5200%    $ 0.5 billion   .5200%   
 
3 -    6          .4900     25              .4238    
 
6 -    9          .4600     50              .3823    
 
9 -   12          .4300     75              .3626    
 
12 -  15          .4000     100             .3512    
 
15 -  18          .3850     125             .3430    
 
18 -  21          .3700     150             .3371    
 
21 -  24          .3600     175             .3325    
 
24 -  30          .3500     200             .3284    
 
30 -  36          .3450     225             .3249    
 
36 -  42          .3400     250             .3219    
 
42 -  48          .3350     275             .3190    
 
48 -  66          .3250     300             .3163    
 
66 -  84          .3200     325             .3137    
 
84 -  102         .3150     350             .3113    
 
102 -  138        .3100     375             .3090    
 
138 -  174        .3050     400             .3067    
 
174 -  210        .3000                              
 
210 -  246        .2950                              
 
246 -  282        .2900                              
 
282 -  318        .2850                              
 
318 -  354        .2800                              
 
354 -  390        .2750                              
 
       Over 390   .2700                              
 
This fee schedule was approved by shareholders of all equity funds except
Overseas, Equity Portfolio Growth, Strategic Opportunities, and Equity
Income (see chart indicating date of management contract and date of
shareholder approval.)
Under the current management contracts for Overseas and Strategic
Opportunities', the group fee rate is based on a schedule with breakpoints
ending at .3000% for average group net assets in excess of $174 billion.   
Under the current management contract for Equity Portfolio Growth, the
group fee rate is based on a schedule with breakpoints ending at .3100% for
average group net assets in excess of $102 billion.    
The following fee schedule is the fee schedule which was in effect through
August 1, 1994, and was either approved by shareholders or voluntarily
adopted by FMR.
Group fee rate breakpoints shown for average group net assets in excess of
$138 billion and under $228 billion were voluntarily adopted by FMR, and
went into effect on January 1, 1992. Additional breakpoints for average
group net assets in excess of $228 billion were voluntarily adopted by FMR
on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints.
Each revised group fee rate schedule provides for lower management fee
rates as FMR's assets under management increase.
  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             .3253    
 
36 -  42          .3400     250             .3223    
 
42 -  48          .3350     275             .3198    
 
48 -  66          .3250     300             .3175    
 
66 -  84          .3200     325             .3153    
 
84 -  102         .3150     350             .3133    
 
102 -  138        .3100                              
 
138 -  174        .3050                              
 
174 -  228        .3000                              
 
228 -  282        .2950                              
 
282 -  336        .2900                              
 
       Over 336   .2850                              
 
The individual fund fee rates for each fund (except Equity Income) are set
forth in the following chart. Based on the average group net assets of the
funds advised by FMR for December 1994, the annual basic fee rate would be
calculated as follows:
 Group Fee Rate Individual Fund Fee Rate  Basic Fee Rate
Overseas .3193% + .45% = .7693%
Equity Portfolio Growth .3193% + .30%* = .6193%
Global Resources .3193% + .45% = .7693%
Growth Opportunities .3193% + .30% = .6193%
Strategic Opportunities .3193% + .30% = .6193%
Income & Growth .3193% + .20% = .5193%
Emerging Markets Income .1563% + .55% = .7063%
High Yield .1563% + .45% = .6063%
Strategic Income .1563% + .45% = .6063%
Government Investment .1563% + .30% = .4563%
Limited Term Bond .1563% + .30%** = .4563%
Short Fixed-Income .1563% + .30% = .4563%
High Income Municipal .1563% + .25% = .4063%
Limited Term Tax-Exempt .1563% + .25% = .4063%
Short-Intermediate Tax-Exempt .1563% + .25% = .4063%
* Effective August 1, 1994, FMR voluntarily agreed to reduce the individual
fund fee rate from 0.33% to 0.30%. If this reduction were not in effect
during fiscal 1994, the total management fee would have been 0.65%.
** On December 14, 1994, shareholders of the fund approved an increase for
the individual fund fee rate from 0.25% to 0.30% effective    January
1    , 1995.
One-twelfth (1/12) of this annual basic fee or management fee, as
applicable, rate is applied to each fund's net assets averaged for the most
recent month, giving a dollar amount, which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee for Strategic
Opportunities, Overseas, and Growth Opportunities is subject to upward or
downward adjustment, depending upon whether, and to what extent, the
investment performance of Strategic Opportunities, Overseas, and Growth
Opportunities' for the performance period exceeds, or is exceeded by, the
record of the S&P 500, EAFE, and S&P 500, respectively (the
Indices)   ,     over the same period. Starting with the twelfth month, the
performance adjustment takes effect. Each month subsequent to the twelfth
month, a new month is added to the performance period until the performance
period equals 36 months. Thereafter, the performance period consists of the
most recent month plus the previous 35 months. Each percentage point of
difference, calculated to the nearest 1.0% (up to a maximum difference of
+/- 10.00 ) is multiplied by a performance adjustment rate of .02%. Thus,
the maximum annualized adjustment rate is +/- .20%. For each fund,
investment performance will be measured separately for each class   
and     the least of the results obtained will be used in calculating the
performance adjustment to the management fee paid by the fund. This
performance comparison is made at the end of each month. One twelfth (1/12)
of this rate is then applied to each fund's average net assets for the
entire performance period, giving a dollar amount which will be added to
(or subtracted from) the basic fee.
Each class's performance is calculated based on change in net asset value.
For purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by each class are treated as if reinvested
in that class's shares at the net asset value as of the record date for
payment. The record of the each Index is based on change in value and is
adjusted for any cash distributions from the companies whose securities
compose the Index.
Because the adjustment to the basic fee is based on each class's
performance compared to the investment record of the applicable Index, the
controlling factor is not whether each class's performance is up or down
per se, but whether it is up or down more or less than the record of the
Index. Moreover, the comparative performance of each class is based solely
on the relevant performance period without regard to the cumulative
performance over a longer or shorter period of time.
The table below shows the management fees received by FMR for its services
as investment adviser to the funds as of the end of each fund's three most
recent fiscal years. The fees were equivalent to the percentage of the
average net assets of each fund, as indicated.
 
<TABLE>
<CAPTION>
                                          FISCAL YEAR                                                                       
                                          ENDED                                                        MANAGEMENT FEE AS    
                                                                                 PERFORMANCE   
       A PERCENTAGE OF      
                                                             MANAGEMENT FEE +           ADJUSTMENT     AVERAGE NET ASSETS   
 
<S>                                    <C>                   <C>                 <C>                   <C>                  
OVERSEAS                                  10/31                                                                             
 
1994                                                         $3,435,695          $133,032 (upward)     .80%                 
 
1993                                                         503,110             3,885 (downward)      .77                  
 
1992                                                         139,234             6,062 (downward)      .75                  
 
EQUITY PORTFOLIO GROWTH                   11/30                                                                             
 
1994                                                         6,567,305           N/A                   .64                  
 
1993                                                         2,646,631           N/A                   .66                  
 
1992                                                         860,709             N/A                   .67                  
 
GLOBAL RESOURCES                          10/31                                                                             
 
1994                                                         890,892             N/A                   .77                  
 
1993                                                         111,465             N/A                   .77                  
 
1992                                                         49,323              N/A                   .79                  
 
GROWTH OPPORTUNITIES                      10/31                                                                             
 
1994                                                         22,087,985          2,130,192 (upward)    .69                  
 
1993                                                         8,250,306           709,376 (upward)      .68                  
 
1992                                                         2,747,645           240,501 (upward)      .69                  
 
STRATEGIC OPPORTUNITIES +++               12/31                                                                             
 
10/1/94 - 12/31/94                                           682,856             37,843 (upward)       .67                  
                                                                                                       (annualize           
                                                                                                       d)                   
 
10/1/93 - 9/30/94                                            2,582,584           359,674 (upward)      .72                  
 
1993                                                         1,291,906           81,040 (upward)       .54                  
 
1992                                                         1,087,250           268,871 (downward)    .51                  
 
EQUITY INCOME                             11/30                                                                             
 
1994                                                         1,392,206           N/A                   .50                  
 
1993                                                         933,830             N/A                   .50                  
 
1992 ++++                                                    736,344             N/A                   .50                  
 
INCOME & GROWTH                           10/31                                                                             
 
1994                                                         13,325,884          N/A                   .52                  
 
1993                                                         4,578,813           N/A                   .53                  
 
1992                                                         1,291,531           N/A                   .53                  
 
EMERGING MARKETS INCOME                   12/31                                                                             
 
1994 ++                                                      122,088             N/A                   .70                  
 
HIGH YIELD                                11/30                                                                             
 
1994                                                         3,737,959           N/A                   .60                  
 
1993                                                         1,539,682           N/A                   .51                  
 
1992                                                         397,638             N/A                   .52                  
 
STRATEGIC INCOME                          12/31                                                                             
 
1994 ++                                                      10,348              N/A                   .60                  
 
GOVERNMENT INVESTMENT                     11/30                                                                             
 
1994                                                         422,255             N/A                   .46                  
 
1993                                                         186,973             N/A                   .46                  
 
1992                                                         78,107              N/A                   .47                  
 
LIMITED TERM BOND                         11/30                                                                             
 
1994                                                         1,180,785           N/A                   .41                  
 
1993                                                         818,426             N/A                   .42                  
 
1992                                                         963,611             N/A                   .42                  
 
SHORT FIXED   -    INCOME                 10/31                                                                             
 
1994                                                         $3,713,144          N/A                   .46%                 
 
1993                                                         1,674,841           N/A                   .47                  
 
1992                                                         368,993             N/A                   .47                  
 
HIGH INCOME MUNICIPAL                     11/30                                                                             
 
1994                                                         2,257,113           N/A                   .41                  
 
1993                                                         1,314,060           N/A                   .42                  
 
1992                                                         439,804             N/A                   .42                  
 
LIMITED TERM TAX-EXEMPT                   11/30                                                                             
 
1994                                                         286,027             N/A                   .41                  
 
1993                                                         156,087             N/A                   .42                  
 
1992                                                         268,825             N/A                   .42                  
 
SHORT   -    INTERMEDIATE TAX-EXEMPT      11/30                                                                             
 
1994++                                                       31,109              N/A                   .41                  
 
</TABLE>
 
+  Management fee includes performance adjustments for Overseas, Growth
Opportunities, and Strategic Opportunities.
++  Emerging Markets Income, Strategic Income, and
Short   -    Intermediate Tax-Exempt commenced operations on March 10,
1994, October 31, 1994, and March 16, 1994, respectively. Management fee
percentages for these funds are annualized.
+++ Strategic Opportunities' fiscal year end    changed     from September
30 to December 31    as of November 9, 1994    .
++++ Management fee does not include a voluntary reimbursement of 0.10% of
average net assets for the period December 1, 1991 to September 10, 1992.
   FMR may, from time to time, voluntarily reimburse all or a portion of a
class' operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses) above a specified percentage of
average net assets. FMR retains the ability to be repaid for these expense
reimbursements in the amount that expenses fall below the limit prior to
the end of the fiscal year. Expense reimbursement by FMR will increase each
class' total returns and yield and reimbursement by each class will lower
its total returns and yield.
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that each fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating each fund's expenses for purposes of this regulation, each
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its distribution plan expenses and
custodian fees attributable to investments in foreign securities.
    SUB-ADVISERS.    On behalf of Equity Portfolio Growth, Global
Resources, Growth Opportunities, Strategic Opportunities, Equity Income,
Income & Growth, High Yield, Limited Term Bond, and Short Fixed-Income, FMR
has entered into sub-advisory agreements with FMR U.K. and FMR Far East. On
behalf of Overseas, FMR has entered into sub-advisory agreements with FMR
U.K., FMR Far East, and FIIA. FIIA, in turn, has entered into a
sub-advisory agreement with FIIAL U.K. On behalf of Emerging Markets Income
and Strategic Income, FMR has entered into sub-advisory agreements with FMR
U.K., FMR Far East, FIJ, and FIIA. FIIA, in turn, has entered into a
sub-advisory agreement with FIIAL U.K. Pursuant to the sub-advisory
agreements, FMR may receive investment advice and research services outside
the United States from the sub-advisers.
On behalf of Global Resources, Growth Opportunities, Strategic Income,
Income & Growth, High Yield, Limited Term Bond, Emerging Markets Income,
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.
Currently, FMR U.K., FMR Far East, FIJ, FIIA, and FIIAL U.K. each focuses
on issuers in countries other than the United States such as those in
Europe, Asia, and the Pacific Basin. 
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. FIJ and FIIA are wholly owned subsidiaries of Fidelity
International Limited (FIL), a Bermuda company formed in 1968 which
primarily provides investment advisory services to non-U.S. investment
companies and institutional investors investing in securities throughout
the world. Edward C. Johnson 3d, Johnson family members, and various trusts
for the benefit of the Johnson family own, directly or indirectly, more
than 25% of the voting common stock of FIL. FIJ was organized in Japan in
1986. FIIA was organized in Bermuda in 1983. FIIAL U.K. was organized in
the United Kingdom in 1984, and is a wholly owned subsidiary of Fidelity
International Management Holdings Limited, an indirect wholly owned
subsidiary of FIL. 
Under the sub-advisory agreements, FMR pays the fees of FMR U.K., FMR Far
East, FIJ, and FIIA. FIIA, in turn, pays the fees of FIIAL U.K. For
providing non-discretionary investment advice and research services the
sub-advisers are compensated as follows:
FMR pays FMR U.K. and FMR Far East fees equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far East's costs incurred in connection
with providing investment advice and research services.
FMR pays FIIA and FIJ fees equal to 30% of FMR's monthly management fee
with respect to the average net assets held by the fund for which the
sub-adviser has provided FMR with investment advice and research
services.    
FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s costs incurred in
connection with providing investment advice and research services.
On behalf of Global Resources, Growth Opportunities, Income & Growth,
Emerging Markets Income, High Yield, Short Fixed-Income, and Limited Term
Bond, for providing discretionary investment management and executing
portfolio transactions, the sub-advisers are compensated as follows:
FMR pays FMR U.K., FMR Far East, FIJ, and FIIA a fee equal to 50% of its
monthly management fee (including any performance adjustment, if
applicable) with respect to the fund's average net assets managed by the
sub-adviser on a discretionary basis.
FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s costs incurred in
connection with providing discretionary investment management services.
The table below shows the fees paid by FMR to FMR U.K., FMR Far East, FIIA,
and FIJ, and by FIIA to FIIAL U.K. for providing investment advice and
research services with respect to certain of the funds for the fiscal
periods ended 1994, 1993, and 1992.
   The other funds paid no investment sub-advisory fees for the fiscal
periods ended 1992-1994.    
FEES PAID TO FOREIGN SUB-ADVISERS
 FUND FEES PAID BY FMR TO FMR U.K. FEES PAID BY FMR TO FMR FAR EAST 
 1994 1993 1992 1994 1993 1992
 
 
 
<TABLE>
<CAPTION>
<S>                          <C>           <C>             <C>             <C>           <C>            <C>                   
   Overseas                  $ 153,288     $ 14,363        $ 13,189        $ 174,129     $ 22,357        $ 16,736       
 
Equity Portfolio Growth      13,191        3,144           2,425           15,192        5,021           2,126        
 
Global Resources             2,598         N/A             N/A             2,932         N/A             N/A      
 
Growth Opportunities         67,818        N/A             N/A             82,741        N/A             N/A      
 
 Strategic Opportunities     7,794         N/A             N/A             7,712         N/A             N/A      
    (10/1/93 - 9/30/94)                                                                                                             
                            
 
Strategic Opportunities      7,352         4,560           88              7,701         11,267          117          
   (10/1/94 - 12/31/94)                                                                                                             
                            
 
Equity Income                12,197        4,669           5,237           13,970        7,199           6,544    
 
Income & Growth              248,936       N/A             N/A             299,094       N/A             N/A      
 
TOTAL                        $ 513,174     $ 26,736        $ 20,939        $603,471      $ 45,844        $ 25,523           
 
</TABLE>
 
CONTRACTS WITH FMR AFFILIATES
State Street is transfer and shareholders' servicing agent for Class A
shares of the taxable funds. FIIOC is transfer and shareholders' servicing
agent for Class B and Institutional Class shares of the taxable funds. UMB
is the transfer and shareholders' servicing agent for Class A, Class B and
Institutional Class shares of the tax-exempt funds. On behalf of Class A
shares of the tax-exempt funds, UMB has entered into sub-arrangements with
State Street pursuant to which State Street performs as transfer and
shareholders' servicing agent. State Street has further delegated certain
transfer and shareholders' services for Class A shares of the tax-exempt
funds to FIIOC. On behalf of Class B    and Institutional Class     shares
of    the     tax-exempt funds, UMB has entered into sub-arrangements with
FIIOC pursuant to which FIIOC performs as transfer and shareholders'
servicing agent. For every account, Class A, Class B and Institutional
Class of each fund pay an annual fee and an asset-based fee based on
account size. The asset-based fees of the equity and growth and income
funds are subject to adjustment if the year-to-date total return of the
Standard & Poor's Composite Index of 500 Stocks is greater than positive or
negative 15%.
For accounts that State Street maintains on behalf of UMB, State Street
receives all such fees. For accounts that FIIOC maintains on behalf of UMB
or State Street, FIIOC receives all such fees. For accounts for which FIIOC
provides limited services, FIIOC receives a portion of related account fees
and asset-based fees, less applicable charges and expenses of State Street
for account maintenance and transactions.
State Street and FIIOC, as applicable, pay out-of-pocket expenses
associated with providing transfer agent services. In addition, FIIOC bears
the expense of typesetting, printing, and mailing prospectuses, statements
of additional information, and all other reports, notices, and statements
to shareholders, with the exception of proxy statements. 
FSC performs the calculations necessary to determine NAV and dividends for
Class A, Class B, and Institutional Class of each taxable fund, maintains
each taxable fund's accounting records and administers each taxable fund's
securities lending program. UMB has sub-arrangements with FSC pursuant to
which FSC performs the calculations necessary to determine the NAV and
dividends for the Class A, Class B, and Institutional Class of each
tax-exempt fund, and maintains the accounting records for each tax-exempt
fund. The fee rates for pricing and bookkeeping services are based on each
fund's average net assets, specifically, 0.06%    (equity funds) or 0.04%
(bond funds)     for the first $500 million of average net assets and
0.03%    (equity funds) or 0.02% (bond funds)     for average net assets in
excess of $500 million. The fee is limited to a minimum of $45,000 and a
maximum of $750,000 per year. Pricing and bookkeeping fees, including
related out-of-pocket expenses, paid by the funds for the past three fiscal
years were as follows:
 
<TABLE>
<CAPTION>
<S>                                            <C>          <C>                   <C>                   
FUND                                           1994         1993                  1992                  
 
                                                                                                        
 
Overseas                                        $ 251,241    $ 57,711              $ 48,617             
 
Equity Portfolio Growth                         $ 461,039    $ 234,813             $ 79,601             
 
Global Resources                                $ 73,164     $ 45,425              $ 46,390             
 
Growth Opportunities                            $ 758,343    $ 513,950             $ 236,689            
 
Strategic Opportunities (10/1/94 - 12/31/94)    $ 61,356     $ 145,494             $ 129,183            
 
Strategic Opportunities (10/1/93 - 9/30/94)     $ 215,648                   N/A                   N/A   
 
Equity Income                                   $ 168,364    $ 113,026             $ 91,899             
 
Income & Growth                                 $ 750,743    $ 410,561             $ 148,775            
 
Emerging Markets Income                         $ 36,412*                 N/A                   N/A     
 
High Yield                                      $ 223,567    $ 121,204             $ 46,036             
 
Strategic Income                                $ 7,500*                  N/A                   N/A     
 
Government Investment                           $ 46,218     $ 46,457              $ 45,676             
 
Limited Term Bond                               $ 118,125    $ 81,106              $ 97,683             
 
Short Fixed-Income                              $ 264,455    $ 143,813             $ 47,624             
 
High Income Municipal                           $ 220,222    $ 157,559             $ 65,541             
 
Limited Term Tax-Exempt                         $ 48,062     $ 45,724              $ 59,094             
 
Short-Intermediate Tax-Exempt                   $ 31,953*                   N/A                   N/A   
 
</TABLE>
 
* Emerging Markets Income, Strategic Income, and Short   -    Intermediate
Tax-Exempt commenced operations on March 10, 1994, October 31, 1994, and
March 16, 1994, respectively.
FSC also receives fees for administering Limited Term Bond's securities
lending program. Securities lending fees are based on the number and
duration of individual securities loans. For the fiscal years ended 1994,
1993, and 1992, Limited Term Bond incurred securities lending fees of $0,
$0, and $25, respectively. 
For the tax-exempt funds, the transfer agent fees and charges, and pricing
and bookkeeping fees described above are paid to FIIOC and FSC,
respectively, by UMB, which is entitled to reimbursement from the fund for
these expenses.
Each fund has a    d    istribution    a    greement with FDC, a
Massachusetts corporation organized    on     July 18, 1960. FDC is a
broker-dealer registered under the Securities Exchange Act of 1934 and
   is     a member of the National Association of Securities Dealers, Inc.
The distribution agreement   s     call for FDC to use all reasonable
efforts, consistent with its other business, to secure purchasers for
shares of    e    a   ch     fund, which are continuously offered.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FDC.    The table below shows the sales charge
revenue paid to FDC, and retained by FDC, for the following fiscal
periods.    
 
 
 
<TABLE>
<CAPTION>
<S>                         <C>                 <C>                      <C>                 <C>              <C>                   
                                                    SALES CHARGE REVENUE                      CDSC REVENUE                          
 
                              FISCAL YEAR        AMOUNT PAID TO           AMOUNT RETAINED      AMOUNT PAID      AMOUNT          
                                 ENDED              FDC                      BY FDC               TO FDC        RETAINED BY     
                                                                                                                FDC             
 
 OVERSEAS                     Oct. 31, 1994      $  9,596,831             $ 1,436,765          $     N/A        $     N/A       
 
                              1993                3,895,423               567,983              N/A              N/A             
 
                              1992                176,786                 25,976               N/A              N/A             
 
 EQUITY PORTFOLIO GROWTH      Nov. 30, 1994       9,353,000               1,397,000            N/A              N/A             
 
                              1993                10,102,208              1,523,036            N/A              N/A             
 
                              1992                393,717                 59,902               N/A              N/A             
 
 GLOBAL RESOURCES             Oct. 31, 1994       3,854,629               567,671              N/A              N/A             
 
                              1993                890,154                 130,927              N/A              N/A             
 
                              1992                81,257                  13,361               N/A              N/A             
 
 GROWTH OPPORTUNITIES         Oct. 31, 1994       47,564,000              7,108,000            N/A              N/A             
 
                              1993                27,663,060              4,141,156            N/A              N/A             
 
                              1992                10,628,462              1,504,730            N/A              N/A             
 
 STRATEGIC OPPORTUNITIES      Dec. 31, 1994       553,970*                231,911              12,307           12,307          
 
                                                  2,986,131**             447,011              409              409             
 
                              Sept. 30, 1993      1,299,291               196,365              N/A              N/A             
 
                              1992                438,508                 49,558               N/A              N/A             
 
 INCOME & GROWTH              Oct. 31, 1994       37,018,000              6,291,000            N/A              N/A             
 
                              1993                28,877,882              4,215,606            N/A              N/A             
 
                              1992                7,728,127               1,103,118            N/A              N/A             
 
 EMERGING MARKETS INCOME      Dec. 31, 1994       406,046                 59,134               2,877            2,877           
 
                              1993                N/A                     N/A                  N/A              N/A             
 
                              1992                N/A                     N/A                  N/A              N/A             
 
 HIGH YIELD                   Oct. 31, 1994       8,980,127               1,342,482            15,765           15,765          
 
                              1993                10,465,950              1,524,348            N/A              N/A             
 
                              1992                3,752,490               352,707              N/A              N/A             
 
 STRATEGIC INCOME             Dec. 31, 1994       197,904                 0                    9,542            9,542           
 
                              1993                N/A                     N/A                  N/A              N/A             
 
                              1992                N/A                     N/A                  N/A              N/A             
 
 GOVERNMENT INVESTMENT        Oct. 31, 1994       996,242                 168,939              978              978             
 
                              1993                993,386                 145,628              N/A              N/A             
 
                              1992                398,144                 42,904               N/A              N/A             
 
 SHORT FIXED-INCOME           Oct. 31, 1994       4,396,909               877,639              N/A              N/A             
 
                              1993                5,308,796               968,759              N/A              N/A             
 
                              1992                2,084,097               269,245              N/A              N/A             
 
 HIGH INCOME MUNICIPAL        Oct. 31, 1994       6,327,614               1,038,989            0                0               
 
                              1993                9,918,856               1,417,733            N/A              N/A             
 
                              1992                3,334,908               286,876              N/A              N/A             
 
 SHORT INTERMEDIATE 
         Nov. 30, 1994       122,128                 13,369               N/A              N/A             
 TAX-EXEMPT                                                                                                                         
                    
 
                              1993                N/A                     N/A                  N/A              N/A             
 
                              1992                N/A                     N/A                  N/A              N/A             
 
 EQUITY INCOME                Nov. 30, 1994       2,450,544               352,678              30,093           30,093          
 
                              1993                792,962                 117,757              N/A              N/A             
 
                              1992                18,875                  1,069                N/A              N/A             
 
 LIMITED TERM BOND            Nov. 30, 1994       1,598,883               237,647              1,279            1,279           
 
                              1993                1,436,859               210,713              N/A              N/A             
 
                              1992                55,144                  10,346               N/A              N/A             
 
 LIMITED TERM TAX-EXEMPT      Nov. 30, 1994       635,031                 96,813               0                0                   
 
                              1993                669,395                 97,441               N/A              N/A             
 
                              1992                9,846                   3,808                N/A              N/A             
 
</TABLE>
 
   * For the fiscal period October 1, 1994 through December 31, 1994.
** For the fiscal period October 1, 1993 through September 30, 1994.    
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved Distribution and Service Plans on behalf of each
class of shares of the funds (the Plans) pursuant to Rule 12b-1 under the
1940 Act (the Rule). The Rule provides in substance that a mutual fund may
not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of a fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow Class A, Class B, and
Institutional Class shares of each fund and FMR to incur certain expenses
that might be considered to constitute direct or indirect payment by the
funds of distribution expenses.
Pursuant to the Class A Plans, FDC is paid a distribution fee as a
percentage of Class A's average net assets at an annual rate of up to 0.75%
for Equity Portfolio Growth and Strategic Opportunities; up to 0.40% for
each of Emerging Markets Income, High Yield, Strategic Income, Limited Term
Bond,    Government Investment,     High Income Municipal, and Limited Term
Tax-Exempt; up to 0.65% for each of Overseas, Growth Opportunities, Global
Resources, Equity Income, and Income & Growth; and up to 0.15% for Short
Fixed-Income and Short-Intermediate Tax-Exempt. 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 0.75% for each fund with Class B shares.
For the purpose of calculating the distribution fees, average net assets
are determined as of the close of business on each day throughout the
month, but excluding assets attributable to Class A shares of Equity
Portfolio Growth, Equity Income, Emerging Markets Income, Strategic Income,
Strategic Opportunities, Short-Intermediate Tax-Exempt, Limited Term
Tax-Exempt, and Overseas purchased more than 144 months prior to such day.
Currently, the Trustees have approved a distribution fee for Class A of
Equity Portfolio Growth and Strategic Opportunities at an annual rate of
0.65%; and for Class A of Emerging Markets Income, Government Investment,
High Yield, High Income Municipal, Limited Term Bond, Limited Term
Tax-Exempt, and Strategic Income at an annual rate of 0.25%. This fee may
be increased only when, in the opinion of the Trustees, it is in the best
interests of the shareholders of Class A 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 as of the close of business on
each day throughout the month for personal service and/or the maintenance
of shareholder accounts.
The tables below show the distribution fees paid for Class A shares for the
fiscal years ended 1994, 1993, and 1992, and for Class B shares for the
fiscal periods ended 1994. (Class B shares commenced operations on June 30,
1994.) 
CLASS A DISTRIBUTION FEES
 1992 1993 1994
 
 
 
<TABLE>
<CAPTION>
<S>             <C>            <C>        <C>         <C>           <C>        <C>         <C>           <C>       <C>          
                Paid to                               Paid to                              Paid to                             
                Investment                            Investment                           Investment                          
                Professionals  Retained               Professionals Retained               Professionals Retained              
                               by FDC     Total Fees                by FDC     Total Fees                by FDC    Total Fees
         FUND                                                                                                                       
                                                                 
 
                                                                                                                                    
                                                                 
 
Overseas           $  93,132   $ 27,492   $ 120,624   $ 325,181     $  97,554  $ 422,735   $2,139,864    $ 641,958 $2,781,822       
 
Equity Portfolio 
Growth          9,477          2,843      12,320      258,713       883,141    1,141,854   3,312,525     999,987   4,312,512   
 
Global Resources31,323         9,198      40,521      69,457        23,643     93,100      577,607       173,281   750,888     
 
Growth 
Opportunities   2,004,271      559,131    2,563,402   5,996,770     1,799,030  7,795,800   16,056,714    4,817,016 20,873,730  
 
Strategic 
Opportunities   993,375        273,263    1,266,638   1,092,965     330,491    1,423,456   470,225       141,067   611,292     
 
Equity Income   614            136        750         94,623        28,435     123,058     441,208       132,362   573,570      
 
Income & Growth 1,252,622      314,506    1,567,128   4,330,092     1,299,026  5,629,118   13,406,000    3,203,000 16,609,000   
 
Emerging 
Markets Income   N/A           N/A        N/A         N/A           N/A        N/A         31,604        8,331     39,935      
 
High Yield       190,342       0          190,342     745,985       0          745,985     1,526,214     0         1,526,214    
 
Strategic Income N/A           N/A        N/A         N/A           N/A        N/A         1,626         488       2,144
 
Government 
Investment       41,048        0          41,048      101,981       0          101,981     227,532       0         227,532
 
Limited Term 
Bond             549           0          549         56,220        0          56,220      264,949       0         264,949     
 
Short Fixed-
Income           117,265       0          117,265     538,933       0          538,933     1,212,008     0         1,212,008    
 
High Income 
Municipal        41,048        0          41,048      101,981       0          101,981     1,374,438     0         1,374,438    
 
Limited Term Tax-
Exempt              576        0          576         38,552        0           38,552     138,512       0         138,512
 
Short-Intermediate   
Tax-Exempt       N/A           N/A        N/A         N/A           N/A         N/A        11,446        0         11,446           
 
</TABLE>
 
CLASS B DISTRIBUTION FEES   
    1994
FUND                       SHAREHOLDER   RETAINED    TOTAL FEES   
                           SERVICE       BY FDC                   
                           FEES                                   
 
                                                                  
 
Strategic Opportunities     $ 7,964       $ 23,892    $ 31,856    
 
Equity Income                16,215        54,580      70,795     
 
Emerging Markets Income      3,215         9,771       12,986     
 
High Yield                   7,052         21,157      28,209     
 
Strategic Income             2,155         6,465       8,620      
 
Government Investment        817           2,449       3,266      
 
Limited Term Bond            1,689         5,070       6,759      
 
High Income Municipal        3,238         9,713       12,951     
 
Limited Term Tax-Exempt      965           2,893       3,858      
 
Under each Plan, if the payment of management fees by the funds to FMR is
deemed to be indirect financing by the funds of the distribution of their
shares, such payment is authorized by the Plans. Each Plan also
specifically recognizes that FMR, either directly or through FDC, may use
its management fee revenue, past profits, or other resources, without
limitation, to pay promotional and administrative expenses in connection
with the offer and sale of shares of the applicable class of each fund. In
addition, each Plan provides that FMR may use its resources, including its
management fee revenues, to make payments to third parties that assist in
selling shares of the applicable class of each fund or to third parties,
including banks that render shareholder support services. 
   No third party payments were made by FMR in fiscal 1994, 1993, and 1992
under the Institutional Class Plan on behalf of the funds, and the Trustees
have not authorized such payments to date for any funds except
Institutional Class of Limited Term Bond, Equity Income, and Equity
Portfolio Growth.    
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of each Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the applicable class and its shareholders. In particular, the Trustees
noted that the Institutional Class Plans do not authorize payments by the
Institutional Class of each fund other than those made to FMR under its
management contract with the fund. To the extent that each Plan gives FMR
and FDC greater flexibility in connection with the distribution of shares
of the applicable class of each fund, additional sales of fund shares may
result. Furthermore, certain shareholder support services may be provided
more effectively under the Plans by local entities with whom shareholders
have other relationships.
The Class A and Class B Plans do not provide for specific payments by the
applicable class of any of the expenses of FDC, or obligate FDC or FMR to
perform any specific type or level of distribution activities or incur any
specific level of expense in connection with distribution activities. After
payments by FDC for advertising, marketing and distribution, and payments
to third parties, the amounts remaining, if any, may be used as FDC may
elect. 
The Plans were approved by the shareholders of each class on the dates
shown in the table below: 
 
<TABLE>
<CAPTION>
<S>                             <C>                            <C>                      <C>               
                                DATE OF SHAREHOLDER APPROVAL                                              
 
FUND                            CLASS A                        CLASS B                  INSTITUTIONAL     
 
Overseas                        10/90                          0   6    /26/94             06/26/95       
 
Equity Portfolio Growth            0    9/25/86                   N/A                   09/25/86          
 
Global Resources                12/01/94                          06/26/95                 06/26/95       
 
Growth Opportunities               0    1/   0    1/95         N/A                         06/26/95       
 
Strategic Opportunities            0    8/25/87                0   6    /26/94             06/26/95       
 
Equity Income                      0    7/23/86                0   6    /26/94          07/23/86          
 
Income & Growth                    0    1/   0    1/95            N/A                      06/26/95       
 
Emerging Markets Income            0    2/10/94                   05/26/95                 06/26/95       
 
High Yield                         0    1/   0    1/95            0    1/   0    1/95      06/26/95       
 
Strategic Income                10/14/94                       10/14/94                    06/26/95       
 
Government Investment              0    1/   0    1/95            0    1/   0    1/95   12/23/87          
 
Limited Term Bond                  0    1/   0    1/95            0    1/   0    1/95   12/23/87          
 
Short Fixed   -    Income          0    1/   0    1/95            N/A                      06/26/95       
 
High Income Municipal           12/   0    1/94                12/   0    1/94             06/26/95       
 
Limited Term Tax-Exempt            07/01/95                       06    /26/94          10/21/87          
 
Short-Intermediate Tax-Exempt      07/01/95                       N/A                      06/26/95       
 
</TABLE>
 
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law. 
Each fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plans.
No preference for the instruments of such depository institutions will be
shown in the selection of investments.
DESCRIPTION OF THE TRUSTS
TRUST ORGANIZATION. Equity Portfolio Growth is a    fund     of Fidelity
Advisor Series I, an open-end management investment company organized as a
Massachusetts business trust by a Declaration of Trust dated June 24, 1983,
as amended and restated July 18, 1991, and as supplemented April 15, 1993.
On July 18, 1991, the name was changed from Equity Portfolio Growth to
Fidelity Broad Street Trust. On April 15, 1993, its name was changed by an
amendment to the Declaration of Trust from Fidelity Broad Street Trust: 
Growth to Fidelity Advisor Series I. 
Short        Fixed   -    Income Fund, Government Investment Fund, High
Yield Fund, Growth Opportunities Fund, and Income & Growth Fund are
   fund    s of Fidelity Advisor Series II, an open-end management
investment company organized as a Massachusetts business trust by a
Declaration of Trust dated April 24, 1986. On April 7, 1993, the Board of
Trustees voted to change the name of the Trust from Fidelity Diversified
Trust to Fidelity Advisor Series II.
Equity Income Fund is a    fund     of Fidelity Advisor Series III, an
open-end management investment company organized as a Massachusetts
business trust by a Declaration of Trust dated May 17, 1982. On January 29,
1986, the name was changed from Equity Portfolio: Income to Fidelity
Franklin Street Trust. On April 15, 1993 the Trust's name was again changed
to Fidelity Advisor Series III. 
Limited Term Bond Fund is a    fund     of Fidelity Advisor Series IV, an
open-end management investment company organized as a Massachusetts
business trust by a Declaration of Trust dated May 6, 1983. On January 29,
1992 the name of the Trust was changed from Income Portfolios to Fidelity
Income Trust, and on April 15, 1993, the Board of Trustees voted to change
the Trust's name to Fidelity Advisor Series IV.    An amended and restated
Declaration of Trust, dated March 16, 1995, was filed on April 12,
1995.    
Global Resources Fund and High Income Municipal Fund are    fund    s of
Fidelity Advisor Series V, an open-end management investment company
organized as a Massachusetts business trust by a Declaration of Trust dated
April 23, 1986, as amended and restated July 18, 1991, and as supplemented
April 15, 1993. On July 18, 1991, the Board of Trustees voted to change the
name of the Trust from Plymouth Investment Series to Fidelity Investment
Series, and on April 15, 1993, the Board voted to change the Trust's name
to Fidelity Advisor Series V. An amended and restated Declaration of Trust
dated March 16, 1995 was filed on    April 12, 1995    .
Short-Intermediate Tax-Exempt Fund and Limited Term Tax-Exempt Fund are
   fund    s of Fidelity Advisor Series VI, an open-end management
investment company organized as a Massachusetts business trust by a
Declaration of Trust dated June 1, 1983, as amended and restated May 5,
1993. On January 29, 1992, the name of the Trust was changed from
Tax-Exempt Funds to Fidelity Oliver Street Trust and on April 15, 1993 the
Board of Trustees voted to change the name of the Trust to Fidelity Advisor
Series VI. 
Overseas Fund is a    fund     of Fidelity Advisor Series VII, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated March 21, 1980 as amended and restated July
18, 1991 and as supplemented April 15, 1993. On July 18, 1991, the Board of
Trustees voted to change the name of the Trust from Plymouth Securities
Trust to Fidelity Securities Trust, and on April 15, 1993 the Board of
Trustees voted to change the name of the Trust to Advisor Series VII.
Strategic Opportunities Fund, Strategic Income Fund, and Emerging Markets
Income Fund are    fund    s of Fidelity Advisor Series VIII, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated September 23, 1983, as amended and restated
October 1, 1986 and as supplemented November 29, 1990. On April 15, 1993
the name of the Trust was changed from Fidelity Special Situations Fund to
Fidelity Advisor Series VIII.
Each Declaration of Trust permits the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to a fund, the
right of the Trust or fund to use the identifying name "Fidelity" may be
withdrawn.
The assets of a Trust received for the issue or sale of shares of each fund
and all income, earnings, profits, and proceeds thereof, subject only to
the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the Trust. Expenses with respect to the Trust are to be
allocated in proportion to the asset value of the respective fund, except
where allocations of direct expense can otherwise be fairly made. The
officers of the Trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the Trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. Each Trust is an entity of the type
commonly known as "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the Trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
Trust or the Trustees include a provision limiting the obligations created
thereby to the Trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholders held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which the fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for neglect or wrongdoing,
but nothing in the Declaration of Trust protects Trustees against any
liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties in the conduct of their office. Claims asserted against one class of
shares may subject the shareholders of any other class to certain
liabilities.
VOTING RIGHTS. A fund's capital consists of shares of beneficial interest.
The shares have no preemptive rights, and Class A and Institutional 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
Global Resources, Growth Opportunities, Equity Income, Income & Growth,
High Yield, High Income Municipal, Government Investment, Limited Term
Bond, Limited Term Tax-Exempt, Short Fixed-Income, and Short-Intermediate
Tax-Exempt 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 meeting of the
Trust, the purpose of voting on removal of one or more Trustees. The Trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the outstanding shares of the funds of Advisor Series I, III,
VI, VII, and VIII, or, as determined by the current value of each
shareholder's investment in the funds of Advisor Series II, IV, and V. If
not so terminated, the Trust and funds will continue indefinitely. Global
Resources,    Growth Opportunities, Income & Growth, Emerging Markets
Income,     Strategic Opportunities, High Yield,    Strategic Income,
    Government Investment, Limited Term Bond, Short Fixed-Income, High
Income Municipal   , and Limited Term Tax-Exempt     may invest all of
their assets in another investment company.
   As of April 30, 1995, the following owned of record or beneficially more
than 5% of the outstanding shares of the classes of the following Fidelity
Advisor funds: 
EQUITY INCOME - INSTITUTIONAL CLASS: First National Bank of Ohio, Akron, OH
(18.99%); First National Bank, Gainesville, Gainesville, GA (9.25%);
Financial Advisor Services, San Francisco, CA (7.54%); First Interstate
Bank of Washington, Seattle, WA (5.34%).
EQUITY INCOME - CLASS A: Smith, Barney, Lehman, New York, NY (7.75%); Royal
Alliance Associates Inc., Birmingham, AL (5.35%). 
EQUITY INCOME - CLASS B: Smith, Barney, Lehman, New York, NY (7.37%);
Donaldson, Lufkin & Jenrette, New York, NY (6.19%); NFSC, New York, NY
(5.19%); Merrill, Lynch, Pierce, Fenner & Smith, Jacksonville, FL (5.12%).
EQUITY PORTFOLIO GROWTH - INSTITUTIONAL CLASS: Integra Financial
Corporation, Pittsburgh, PA (6.33%).
EQUITY PORTFOLIO GROWTH - CLASS A: Cigna Securities, Hartford, CT (9.13%);
Smith, Barney, Lehman, New York, NY (7.18%); Merrill, Lynch, Pierce, Fenner
& Smith, Jacksonville, FL (6.60%).
LIMITED TERM BOND - INSTITUTIONAL CLASS: First National Bank of Ohio,
Akron, OH (13.07%); Amivest Corporation, New York, NY (7.46%); Hawkeye Bank
& Trust, Des Moines, IA (7.35%); First National Bank of Commerce, New
Orleans, LA (7.26%); Homeland Bank, N.A., Waterloo, IA (5.54%).
LIMITED TERM BOND - CLASS A: PaineWebber Inc., Weehawken, NJ (10.10%);
Smith, Barney, Lehman, New York, NY (6.62%); First Hawaiian Bank, Honolulu,
HI (5.60%). 
LIMITED TERM BOND - CLASS B: Donaldson, Lufkin & Jenrette, New York, NY
(10.65%); Royal Alliance Associates Inc., Birmingham, AL (7.94%); NFSC, New
York, NY (7.45%); Smith, Barney, Lehman, New York, NY (7.32%).
LIMITED TERM TAX-EXEMPT - INSTITUTIONAL CLASS: Laird Norton Co., Seattle WA
(30.45%); Citizens State Bank, Corpus Christi TX (11.18%); First Interstate
Bank of Texas, Houston, TX (10.06%); First Union National Bank, Charlotte,
NC (7.23%); South Holland Bancorp, South Holland, IL (6.56%); Citizens
National Bank of Evansville, Evansville, IN (5.82%). 
LIMITED TERM TAX-EXEMPT - CLASS A: Royal Alliance Associates Inc.,
Birmingham AL (10.20%); Merrill, Lynch, Pierce, Fenner & Smith,
Jacksonville, FL (8.60%); Smith, Barney, Lehman, New York, NY (7.55%);
Donaldson, Lufkin & Jenrette, New York, NY (6.43%). 
LIMITED TERM TAX-EXEMPT - CLASS B: Donaldson, Lufkin & Jenrette, New York,
NY (15.79%); Royal Alliance Associates Inc., Birmingham AL (10.47%); A.G.
Edwards & Sons, St. Louis, MO (8.14%); NFSC, New York, NY (7.18%); Vestex
Securities, Hudson, OH (5.01%).
HIGH YIELD - CLASS A: Smith, Barney, Lehman, New York, NY (10.76%);
Donaldson, Lufkin & Jenrette, New York, NY (6.00%); NFSC, New York, NY
(5.17%).
HIGH YIELD - CLASS B: Walnut Street Securities, St. Louis, MO (16.38%);
NFSC, New York NY (8.02%); Donaldson, Lufkin & Jenrette, New York, NY
(5.68%); Smith, Barney, Lehman, New York, NY (5.04%).
GLOBAL RESOURCES - CLASS A: Smith, Barney, Lehman, New York, NY (9.19%);
NFSC, New York, NY (6.85%); Royal Alliance Associates Inc., Birmingham, AL
(5.39%).
GOVERNMENT INVESTMENT - CLASS A: Commonwealth Equity, Waltham, MA (6.53%);
NFSC, New York, NY (6.41%); First Hawaiian Bank, Honolulu, HI (5.80%).
GOVERNMENT INVESTMENT - CLASS B: NFSC, New York, NY (9.96%); Southwest
Securities Inc., Dallas, TX (9.13%); Royal Alliance Associates Inc.,
Birmingham, AL (7.37%); Dain Bosworth Inc., Minneapolis, MN (5.65%); Smith,
Barney, Lehman, New York NY (5.53%).
GROWTH OPPORTUNITIES - CLASS A: Cigna Securities Inc., Hartford, CT
(21.18%); Smith, Barney, Lehman, New York, NY (8.49%); A.G. Edwards & Sons,
St. Louis, MO (6.15%).
HIGH INCOME MUNICIPAL - CLASS A: Smith, Barney, Lehman, New York, NY
(16.39%); A.G. Edwards & Sons, St. Louis, MO (7.17%); Royal Alliance
Associates Inc., Birmingham, AL (5.23%); Cigna Securities Inc., Hartford,
CT (5.11%).
HIGH INCOME MUNICIPAL - CLASS B: Donaldson, Lufkin & Jenrette, New York, NY
(15.66%); NFSC, New York, NY (8.88%).
INCOME & GROWTH - CLASS A: Cigna Securities Inc., Hartford, CT (20.25%);
Smith, Barney, Lehman, New York, NY (6.13%).
SHORT FIXED-INCOME - CLASS A: Smith, Barney, Lehman, New York, NY (9.83%);
NFSC, New York, NY (7.15%).
STRATEGIC OPPORTUNITIES - CLASS A: Merrill, Lynch, Pierce, Fenner & Smith,
Jacksonville, FL (19.30%); Cigna Securities Inc., Hartford, CT (7.59%);
A.G. Edwards & Sons, St. Louis, MO (7.39%); Smith, Barney, Lehman, New
York, NY (5.82%); Prudential Securities, New York, NY (5.09%).
STRATEGIC OPPORTUNITIES - CLASS B: Smith, Barney, Lehman, New York, NY
(5.38%); Donaldson, Lufkin & Jenrette, New York, NY (5.16%); Royal Alliance
Associates Inc., Birmingham AL (5.05%).
OVERSEAS - CLASS A: Smith, Barney, Lehman, New York NY (10.65%); A.G.
Edwards & Sons, St. Louis, MO (5.81%); Royal Alliance Associates Inc.,
Birmingham, AL (5.54%); Merrill, Lynch, Pierce, Fenner & Smith,
Jacksonville, FL (5.09%).
EMERGING MARKETS INCOME - CLASS A: First Trust Company, Denver, CO
(13.84%); FMR Corp., Boston, MA (11.58%); NFSC, New York, NY (8.30%).
EMERGING MARKETS INCOME - CLASS B: NFSC, New York, NY (10.38%); Donaldson,
Lufkin & Jenrette, New York, NY (8.89%); PaineWebber Inc., Weehawken, NJ
(8.76%).
SHORT-INTERMEDIATE TAX-EXEMPT - CLASS A: NFSC, New York NY (16.10%);
Sunamerica Securities Inc., Phoenix, AZ (6.05%). 
STRATEGIC INCOME - CLASS A: NFSC, New York, NY (8.14%); FMR Corp., Boston
MA (7.29%); Royal Alliance Associates Inc., Birmingham, AL (6.55%).
STRATEGIC INCOME - CLASS B: G.W. Wade, Wellesley, MA (63.37%); FMR Corp.,
Boston, MA (9.05%).    
CUSTODIANS. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of Global Resources, Growth
Opportunities, and Strategic Opportunities. The Chase Manhattan Bank, N.A.,
1211 Avenue of the Americas, New York, New York, is custodian of the assets
of Overseas, Equity Portfolio Growth, Equity Income, Income & Growth, and
Emerging Markets Income. The Bank of New York, 110 Washington Street, New
York, New York, is custodian of the assets of High Yield, Strategic Income,
Government Investment, Limited Term Bond, and Short Fixed   -    Income.
U   MB     Bank   , n.a.    , 1010 Grand Avenue, Kansas City, Missouri, is
custodian of the assets of High Income Municipal, Limited Term Tax-Exempt,
and Short-Intermediate Tax-Exempt. The custodian is responsible for the
safekeeping of the fund's assets and the appointment of subcustodian banks
and clearing agencies. The custodian takes no part in determining the
investment policies of the fund or in deciding which securities are
purchased or sold by a fund. A fund may, however, invest in obligations of
the custodian and may purchase securities from or sell securities to the
custodian.    Morgan Guaranty Trust Company of New York, The Bank of New
York, and Chemical Bank, each headquartered in New York, may also serve as
a special purpose custodian of certain assets in connection with pooled
repurchase agreement transactions.    
FMR, its officers and directors, its affiliated companies, and the Trust's
Trustees may from time to time have transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR. The Boston branch of the custodian bank of Global Resources, Growth
Opportunities, and Strategic Opportunities leases its office space from an
affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date have included mortgages and personal and general business loans. In
the judgment of FMR, the terms and conditions of those transactions were
not influenced by existing or potential custodial or other fund
relationships.
AUDITOR.    Cooper & Lybrand, L.L.P.    , serves as the independent
accountant for Equity Portfolio Growth, Global Resources, Growth
Opportunities, Strategic Opportunities, Equity Income, Income & Growth,
Emerging Markets Income, High Yield, Strategic Income, Government
Investment, Limited Term Bond, Short Fixed-Income, High Income Municipal,
Limited Term Tax-Exempt, and Short-Intermediate Tax-Exempt.    Price
Waterhouse, LLP    , serves as the independent accountant for Overseas. The
auditor examines financial statements for each fund and provides other
audit, tax, and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the fiscal
period ended October 31, November 30, or December 31, 1994, as appropriate,
are included in the Annual Reports, which are separate reports supplied
with this SAI. Each fund's financial statements and financial highlights
are incorporated herein by reference.
APPENDIX
DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value of
each investment by the number of days remaining to its maturity, adding
these calculations, and then dividing the total by the value of a fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
For example, if it is probable that the issuer of an instrument will take
advantage of a maturity-shortening device, such as a call, refunding, or
redemption provision, the date on which the instrument will probably be
called, refunded, or redeemed may be considered to be its maturity date.
Also, the maturities of mortgage-backed securities and some asset-backed
securities, such as collateralized mortgage obligations, are determined on
a weighted average life basis, which is the average time for principal to
be repaid. For a mortgage security, this average time is calculated by
estimating the expected principal payments during the life of the mortgage.
The weighted average life of these securities is likely to be substantially
shorter than their stated final maturity.

 
PART C.  OTHER INFORMATION
Item 24. Financial Statements and Exhibits
 (a)(1) Financial Statements and Financial Highlights, included in the
Annual Report, for High Yield Fund for the fiscal year ended October 31,
1994 are incorporated by reference into the fund's Statement of Additional
Information and were filed on December 28, 1994 for Advisor Series II 
(File No. 811-4707) pursuant to Rule 30d-1 under the Investment Company Act
of 1940 and are incorporated herein by reference. 
 (a)(2) Financial Statements and Financial Highlights, included in the
Annual Report, for Government Investment Fund for the fiscal year ended
October 31, 1994 are incorporated by reference into the fund's Statement of
Additional Information and were filed on December 16, 1994 for Advisor
Series II  (File No. 811-4707) pursuant to Rule 30d-1 under the Investment
Company Act of 1940 and are incorporated herein by reference. 
 (a)(3) Financial Statements and Financial Highlights, included in the
Annual Report, for Short Fixed-Income Fund for the fiscal year ended
October 31, 1994 are incorporated by reference into the fund's Statement of
Additional Information and were filed on December 28, 1994 for Advisor
Series II  (File No. 811-4707) pursuant to Rule 30d-1 under the Investment
Company Act of 1940 and are incorporated herein by reference. 
 (a)(4) Financial Statements and Financial Highlights, included in the
Annual Report, for Growth Opportunities Fund for the fiscal year ended
October 31, 1994 are incorporated by reference into the fund's Statement of
Additional Information and were filed on December 28, 1994 for Advisor
Series II  (File No. 811-4707) pursuant to Rule 30d-1 under the Investment
Company Act of 1940 and are incorporated herein by reference. 
 (a)(5) Financial Statements and Financial Highlights, included in the
Annual Report, for Income & Growth Fund for the fiscal year ended October
31, 1994 are incorporated by reference into the fund's Statement of
Additional Information and were filed on December 28, 1994 for Advisor
Series II  (File No. 811-4707) pursuant to Rule 30d-1 under the Investment
Company Act of 1940 and are incorporated herein by reference. 
 (b) Exhibits:
  (1) (a) Amended and restated Declaration of Trust dated May 18, 1995 is
electronically filed herein as Exhibit 1(a).
     (2) (a) Bylaws of the Trust were electronically filed and are
incorporated herein by reference to Exhibit 2(a) to Union Street Trust's
Post-Effective Amendment No. 87.
  (3)  Not applicable.
     (4)  Form of Share Certificate is electronically filed herein as
Exhibit 4
     (5) (a) Amended Management Contract between Fidelity Advisor
Government Investment Fund and Fidelity Management & Research Co., dated
January 1, 1995, was electronically filed and is incorporated herein by
reference as Exhibit 5(a) to Post-Effective Amendment No. 25.
   (b) Amended Management Contract between Fidelity Advisor Growth
Opportunities Fund and Fidelity Management & Research Co., dated January 1,
1995, was electronically filed and is incorporated herein by reference as
Exhibit 5(b) to Post-Effective Amendment No. 25.
   (c) Amended Management Contract between Fidelity Advisor High Yield Fund
and Fidelity Management & Research Co., dated January 1, 1995, was
electronically filed and is incorporated herein by reference as Exhibit
5(c) to Post-Effective Amendment No. 25.
   (d) Amended Management Contract between Fidelity Advisor Income & Growth
Fund and Fidelity Management & Research Co., dated January 1, 1995, was
electronically filed and is incorporated herein by reference as Exhibit
5(d) to Post-Effective Amendment No. 25.
   (e) Amended Management Contract between Fidelity Advisor Short
Fixed-Income Fund and Fidelity Management & Research Co., dated January 1,
1995, was electronically filed and is incorporated herein by reference as
Exhibit 5(e) to Post-Effective Amendment No. 25.
   (f) Sub-advisory Agreement between Fidelity Advisor Growth Opportunities
Fund and Fidelity Management & Research (Far East) Inc., dated January 1,
1995, was electronically filed and is incorporated herein by reference as
Exhibit 5(f) to Post-Effective Amendment No. 25.
   (g) Amended Sub-advisory Agreement between Fidelity Advisor High Yield
Fund and Fidelity Management & Research (Far East) Inc., dated January 1,
1995, was electronically filed and is incorporated herein by reference as
Exhibit 5(g) to Post-Effective Amendment No. 25.
   (h) Sub-advisory Agreement between Fidelity Advisor Income & Growth Fund
and Fidelity Management & Research (Far East) Inc., dated January 1, 1995,
was electronically filed and is incorporated herein by reference as Exhibit
5(h) to Post-Effective Amendment No. 25.
   (i) Sub-advisory Agreement between Fidelity Advisor Short Fixed-Income
Fund and Fidelity Management & Research (Far East) Inc., dated January 1,
1995, was electronically filed and is incorporated herein by reference as
Exhibit 5(i) to Post-Effective Amendment No. 25.
   (j) Sub-advisory Agreement between Fidelity Advisor Growth Opportunities
Fund and Fidelity Management & Research (U.K.) Inc., dated January 1, 1995,
was electronically filed and is incorporated herein by reference as Exhibit
5(j) to Post-Effective Amendment No. 25.
   (k) Amended Sub-advisory Agreement between Fidelity Advisor High Yield
Fund and Fidelity Management & Research (U.K.) Inc., dated January 1, 1995,
was electronically filed and is incorporated herein by reference as Exhibit
5(k) to Post-Effective Amendment No. 25.
   (l) Sub-advisory Agreement between Fidelity Advisor Income & Growth Fund
and Fidelity Management & Research (U.K.) Inc., dated January 1, 1995, was
electronically filed and is incorporated herein by reference as Exhibit
5(l) to Post-Effective Amendment No. 25.
   (m) Sub-advisory Agreement between Fidelity Advisor Short Fixed-Income
Fund and Fidelity Management & Research (U.K.) Inc., dated January 1, 1995,
was electronically filed and is incorporated herein by reference as Exhibit
5(m) to Post-Effective Amendment No. 25.
     (6) General Distribution Agreement between:
(a) Plymouth Government Securities Portfolio and Fidelity Distributors
Corporation, dated April 1, 1987 (amending in its entirety the Distribution
Agreement dated January 2, 1987), is electronically filed herein as Exhibit
6(a).
   (b) Plymouth Aggressive Income Portfolio and Fidelity Distributors
Corporation, dated April 1, 1987 (amending in its entirety the Distribution
Agreement dated January 1, 1987) is electronically filed herein as Exhibit
6(b)
   (c) Plymouth Income & Growth Portfolio and Fidelity Distributors
Corporation, dated April 1, 1987 (amending in its entirety the Distribution
Agreement dated January 1, 1987) is electronically filed herein as Exhibit
6 (c).
(d) Plymouth Short-Term Bond Portfolio and Fidelity Distributors
Corporation, dated September 1, 1987 is electronically filed herein as
Exhibit 6(d).
   (e) Plymouth Growth Opportunities Portfolio and Fidelity Distributors
Corporation dated November 1, 1987 is electronically filed herein as
Exhibit 6(e).
   (f) An Amendment to the General Distribution Agreements for each of the
Plymouth Fund Portfolios, is electronically filed herein as Exhibit 6(f).
     (g) Form of Bank Agency Agreement (most recently revised May 1994) was
electronically filed and is incorporated herein by reference as Exhibit
6(g) to Post-Effective Amendment No.26.
     (h) Form of Selling Dealer Agreement (most recently revised May 1994)
was electronically filed and is incorporated herein by reference as Exhibit
6(h) to Post-Effective Amendment No. 26.
     (i) Form of Selling Dealer Agreement for Bank Related Transactions
9most recently revised June 1994) was electronically filed and is
incorporated herein by reference as Exhibit 6(i) to Post-Effective
Amendment No. 26.
  (7)  Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, was electronically filed and
is incorporated herein by reference as Exhibit 7 to Union Street Trust's
Post-Effective No. 87.
  (8) (a) The Custodian Contract between Registrant and Brown Brothers
Harriman & Co. dated September 1, 1994 was electronically filed and is
incorporated herein by reference as Exhibit 8(b) to Post-Effective
Amendment No. 26.
    (9)  Not applicable.
  (10)  Not applicable.
  (11)  Auditor consent is electronically filed herein as Exhibit 11.
  (12)  Not applicable.
  (13)  Not applicable.
  (14) (a) Forms for Plymouth Investments Defined Contribution Retirement
Plan and Trust Agreement as currently in effect were filed as Exhibit 14(b)
to Post-Effective Amendment No. 6.
(b) Forms of Plymouth Investments Fidelity Master Plan for Savings and
Investments: Plan and Trust Document, Adoption Agreement and Summary Plan
Description as currently in effect are incorporated herein by reference as
Exhibit 14(c) to Post-Effective Amendment No. 13.
(c) Form for Fidelity Advisor Funds Individual Retirement Account Custodian
Agreement Disclosure Statement in effect as of January 1, 1994, is
incorporated herein by reference as Exhibit 14(a) to Post-Effective
Amendment No. 20.
(d) Fidelity Individual Retirement Account, as amended and as currently in
effect, was electronically filed and is incorporated herein by reference as
Exhibit 14(a) to Union Street Trust's Post-Effective Amendment No. 87.
(e) Retirement Plan for Fidelity Individual Retirement Accounts, as
currently in effect, was electronically filed and is incorporated herein by
reference to Exhibit 14(a) to Union Street Trust's Post-Effective Amendment
No. 87.
(f) Retirement Plan for Portfolio Advisory Services Individual Retirement
Account, as currently in effect, was electronically filed and is
incorporated herein by reference as Exhibit 14(i) to Union Street Trust's
Post-Effective Amendment No. 87.
(g) Retirement Plan for NFSC Individual Retirement Account, as currently in
effect, was electronically filed and is incorporated herein by reference to
Exhibit 14(h) to Union Street Trust's Post-Effective Amendment No. 87.
(h) NFSC Defined Contribution Plan, as currently in effect, was
electronically filed and is incorporated herein by reference to Exhibit
14(k) to Union Street's Trust Post-Effective Amendment No. 87.
(i) Fidelity Institutional Individual Retirement Account Custodian
Agreement and Disclosure Statement, as currently in effect, was
electronically filed and is incorporated herein by reference to Exhibit
14(d) to Union Street Trust's Post-Effective Amendment No. 87.
(j) Fidelity Investments Section 403(b)(7) Individual Custodial Account
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(f) to Fidelity Commonwealth Trust's (File
No. 2-52322) Post Effective Amendment No. 57.
(k) Fidelity 403(b) Custodial Agreement, as currently in effect, was
electronically filed and is incorporated herein by reference to Exhibit
14(e) to Union Street Trust's Post-Effective Amendment No. 87.
(l) The CORPORATEplan for Retirement Profit Sharing/401k Plan, as currently
in effect, was electronically filed and is incorporated herein by reference
to Exhibit 14(l) to Union Street Trust's Post-Effective Amendment No. 87.
(m) The CORPORATEplan for Retirement Money Purchase Pension Plan, as
currently in effect, was electronically filed and is incorporated herein by
reference to Exhibit 14(m) to Union Street Trust's Post-Effective Amendment
No. 87.
(n) Plymouth Investments Defined Contribution Retirement Plan and Trust
Agreement, as currently in effect, is incorporated herein by reference to
Exhibit 14(o) to Fidelity Commonwealth Trust's (File No. 2-52322) Post
Effective Amendment No. 57.
  (15) (a) Distribution and Service Plan pursuant to Rule 12b-1 for Class A
Shares of Fidelity Advisor Government Investment Fund was electronically
filed and is incorporated herein by reference as Exhibit 15(a) to
Post-Effective Amendment No. 25. 
(b) Distribution and Service Plan pursuant to Rule 12b-1 for Class B Shares
of Fidelity Advisor Government Investment Fund was electronically filed and
is incorporated herein by reference as Exhibit 15(b) to Post-Effective
Amendment No. 25. 
(c) Distribution and Service Plan pursuant to Rule 12b-1 for Class A Shares
of Fidelity Advisor Growth Opportunities Fund was electronically filed and
is incorporated herein by reference as Exhibit 15(c) to Post-Effective
Amendment No.25. 
(d) Distribution and Service Plan pursuant to Rule 12b-1 for Class A Shares
of Fidelity Advisor High Yield Fund was electronically filed and is
incorporated herein by reference as Exhibit 15(d) to Post-Effective
Amendment No. 25. 
(e) Distribution and Service Plan pursuant to Rule 12b-1 for Class B Shares
of Fidelity Advisor High Yield Fund was electronically filed and is
incorporated herein by reference as Exhibit 15(e) to Post-Effective
Amendment No. 25. 
(f) Distribution and Service Plan pursuant to Rule 12b-1 for Class A Shares
of Fidelity Advisor Income & Growth Fund was electronically filed and is
incorporated hereinby reference as Exhibit 15(f) to Post-Effective
Amendment No.25. 
(g) Distribution and Service Plan pursuant to Rule 12b-1 for Class A Shares
of Fidelity Advisor Short Fixed-Income Fund was electronically filed and is
incorporated herein by reference as Exhibit 15(g) to Post-Effective
Amendment No. 25. 
(h) Distribution and Service Plan pursuant to Rule 12b-1 for Institutional
Class Shares of Fidelity Advisor Government Investment Fund dated June 16,
1995 is electronically filed herein as Exhibit 15(h). 
(i) Distribution and Service Plan pursuant to Rule 12b-1 for Institutional
Class Shares of Fidelity Advisor Growth Opportunities Fund dated June 16,
1995 is electronically filed herein as Exhibit 15(i). 
(j) Distribution and Service Plan pursuant to Rule 12b-1 for Institutional
Class Shares of Fidelity High Yield Fund dated June 16, 1995 is
electronically filed herein as Exhibit 15(j). 
(k) Distribution and Service Plan pursuant to Rule 12b-1 for Institutional
Class Shares of Fidelity Income & Growth Fund dated June 16, 1995 is
electronically filed herein as Exhibit 15(k). 
(l) Distribution and Service Plan pursuant to Rule 12b-1 for Institutional
Class Shares of Fidelity Short Fixed-Income Fund dated June 16, 1995 is
electronically filed herein as Exhibit 15(l). 
  (16) (a) A schedule for the computation of performance quotations for
each fund is electronically filed herein as Exhibit 16.
  (17)  A Financial Data Schedule for each fund is electronically filed
herein as Exhibit 17.
  (18)  Rule 18f-3 Plan is electronically filed herein as Exhibit 18.
Item 25. Persons Controlled by or under Common Control with Registrant
 The Board of Trustees of Registrant is the same as the boards of other
funds advised by FMR, each of which has Fidelity Management & Research
Company as its investment adviser. In addition, the officers of these funds
are substantially identical.  Nonetheless, Registrant takes the position
that it is not under common control with these other funds since the power
residing in the respective boards and officers arises as the result of an
official position with the respective funds.
 
Item 26. Number of Holders of Securities
April 30, 1995
  Title of Class   Number of Record Holders
 
 Advisor Government Investment Fund - Class A   9,004 
 Advisor Government Investment Fund - Class B   363
 Advisor Government Investment Fund - Institutional Class  0 
 Advisor High Yield Fund - Class A     39,216
 Advisor High Yield Fund - Class B     3,380
 Advisor High Yield Fund - Institutional Class    0
 Advisor Income & Growth Fund - Class A    126,057
 Advisor Income & Growth Fund - Institutional Class   0
 Advisor Short Fixed-Income Fund - Class A    28,484
 Advisor Short Fixed-Income Fund - Institutional Class   0
 Advisor Growth Opportunities Fund - Class A   265,130
 Advisor Growth Opportunities Fund - Institutional Class  0
Item 27. Indemnification
 Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer.  It states that the
Registrant shall indemnify any present or past Trustee or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action, suit or
proceeding in which he is involved by virtue of his service as a trustee,
an officer, or both.  Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification.  Indemnification will
not be provided in certain circumstances, however.  These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.
 
Item 28. Business and Other Connections of Investment Adviser
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY
 FMR serves as investment adviser to a number of other investment
companies.  The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                          
Edward C. Johnson 3d   Chairman of the Executive Committee of FMR; President        
                       and Chief Executive Officer of FMR Corp.; Chairman of        
                       the Board and a Director of FMR, FMR Corp., FMR Texas        
                       Inc., Fidelity Management & Research (U.K.) Inc., and        
                       Fidelity Management & Research (Far East) Inc.; President    
                       and Trustee of funds advised by FMR.                         
 
                                                                                    
 
J. Gary Burkhead       President of FMR; Managing Director of FMR Corp.;            
                       President and a Director of FMR Texas Inc., Fidelity         
                       Management & Research (U.K.) Inc., and Fidelity              
                       Management & Research (Far East) Inc.; Senior Vice           
                       President and Trustee of funds advised by FMR.               
 
                                                                                    
 
Peter S. Lynch         Vice Chairman and Director of FMR.                           
 
                                                                                    
 
Robert Beckwitt        Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
David Breazzano        Vice President of FMR (1993) and of a fund advised by        
                       FMR.                                                         
 
                                                                                    
 
Stephan Campbell       Vice President of FMR (1993).                                
 
                                                                                    
 
Dwight Churchill       Vice President of FMR (1993).                                
 
                                                                                    
 
William Danoff         Vice President of FMR (1993) and of a fund advised by        
                       FMR.                                                         
 
                                                                                    
 
Scott DeSano           Vice President of FMR (1993).                                
 
                                                                                    
 
Penelope Dobkin        Vice President of FMR and of a fund advised by FMR.          
 
                                                                                    
 
Larry Domash           Vice President of FMR (1993).                                
 
                                                                                    
 
George Domolky         Vice President of FMR (1993) and of a fund advised by        
                       FMR.                                                         
 
                                                                                    
 
Robert K. Duby         Vice President of FMR.                                       
 
                                                                                    
 
Margaret L. Eagle      Vice President of FMR and of a fund advised by FMR.          
 
                                                                                    
 
Kathryn L. Eklund      Vice President of FMR.                                       
 
                                                                                    
 
Richard B. Fentin      Senior Vice President of FMR (1993) and of a fund advised    
                       by FMR.                                                      
 
                                                                                    
 
Daniel R. Frank        Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
Michael S. Gray        Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
Lawrence Greenberg     Vice President of FMR (1993).                                
 
                                                                                    
 
Barry A. Greenfield    Vice President of FMR and of a fund advised by FMR.          
 
                                                                                    
 
William J. Hayes       Senior Vice President of FMR; Equity Division Leader.        
 
                                                                                    
 
Robert Haber           Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
Richard Haberman       Senior Vice President of FMR (1993).                         
 
                                                                                    
 
Daniel Harmetz         Vice President of FMR and of a fund advised by FMR.          
 
                                                                                    
 
Ellen S. Heller        Vice President of FMR.                                       
 
                                                                                    
 
</TABLE>
 
John Hickling   Vice President of FMR (1993) and of funds advised by    
                FMR.                                                    
 
 
<TABLE>
<CAPTION>
<S>                         <C>                                                           
                                                                                          
 
Robert F. Hill              Vice President of FMR; and Director of Technical              
                            Research.                                                     
 
                                                                                          
 
Stephen P. Jonas            Treasurer and Vice President of FMR (1993) and Treasurer      
                            of the funds advised by FMR (1995); Treasurer of FMR          
                            Texas Inc. (1993), Fidelity Management & Research (U.K.)      
                            Inc. (1993), and Fidelity Management & Research (Far          
                            East) Inc. (1993).                                            
 
                                                                                          
 
David B. Jones              Vice President of FMR (1993).                                 
 
                                                                                          
 
Steven Kaye                 Vice President of FMR (1993) and of a fund advised by         
                            FMR.                                                          
 
                                                                                          
 
Frank Knox                  Vice President of FMR (1993).                                 
 
                                                                                          
 
Robert A. Lawrence          Senior Vice President of FMR (1993); and High Income          
                            Division Leader.                                              
 
                                                                                          
 
Alan Leifer                 Vice President of FMR and of a fund advised by FMR.           
 
                                                                                          
 
Harris Leviton              Vice President of FMR (1993) and of a fund advised by         
                            FMR.                                                          
 
                                                                                          
 
Bradford E. Lewis           Vice President of FMR and of funds advised by FMR.            
 
                                                                                          
 
Malcolm W. MacNaught III    Vice President of FMR (1993).                                 
 
                                                                                          
 
Robert H. Morrison          Vice President of FMR and Director of Equity Trading.         
 
                                                                                          
 
David Murphy                Vice President of FMR and of funds advised by FMR.            
 
                                                                                          
 
Andrew Offit                Vice President of FMR (1993).                                 
 
                                                                                          
 
Judy Pagliuca               Vice President of FMR (1993).                                 
 
                                                                                          
 
Jacques Perold              Vice President of FMR.                                        
 
                                                                                          
 
Anne Punzak                 Vice President of FMR and of funds advised by FMR.            
 
                                                                                          
 
Lee Sandwen                 Vice President of FMR (1993).                                 
 
                                                                                          
 
Patricia A. Satterthwaite   Vice President of FMR (1993) and of a fund advised by         
                            FMR.                                                          
 
                                                                                          
 
Thomas T. Soviero           Vice President of FMR (1993).                                 
 
                                                                                          
 
Robert E. Stansky           Senior Vice President of FMR (1993) and of funds advised      
                            by FMR.                                                       
 
                                                                                          
 
Gary L. Swayze              Vice President of FMR and of funds advised by FMR; and        
                            Tax-Free Fixed-Income Group Leader.                           
 
                                                                                          
 
Thomas Sweeney              Vice President of FMR (1993).                                 
 
                                                                                          
 
Donald Taylor               Vice President of FMR (1993) and of funds advised by          
                            FMR.                                                          
 
                                                                                          
 
Beth F. Terrana             Senior Vice President of FMR (1993) and of funds advised      
                            by FMR.                                                       
 
                                                                                          
 
Joel Tillinghast            Vice President of FMR (1993) and of a fund advised by         
                            FMR.                                                          
 
                                                                                          
 
Robert Tucket               Vice President of FMR (1993).                                 
 
                                                                                          
 
George A. Vanderheiden      Senior Vice President of FMR; Vice President of funds         
                            advised by FMR; and Growth Group Leader.                      
 
                                                                                          
 
Jeffrey Vinik               Senior Vice President of FMR (1993) and of a fund advised     
                            by FMR.                                                       
 
                                                                                          
 
Guy E. Wickwire             Vice President of FMR and of a fund advised by FMR.           
 
                                                                                          
 
Arthur S. Loring            Senior Vice President (1993), Clerk and General Counsel of    
                            FMR; Vice President, Legal of FMR Corp.; and Secretary        
                            of funds advised by FMR.                                      
 
</TABLE>
 
 
(2)  FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
 FMR U.K. provides investment advisory services to Fidelity Management &
Research Company and Fidelity Management Trust Company.  The directors and
officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                               
Edward C. Johnson 3d   Chairman and Director of FMR U.K.; Chairman of the                
                       Executive Committee of FMR; Chief Executive Officer of FMR        
                       Corp.; Chairman of the Board and a Director of FMR, FMR           
                       Corp., FMR Texas Inc., and Fidelity Management & Research         
                       (Far East) Inc.; President and Trustee of funds advised by FMR.   
 
                                                                                         
 
J. Gary Burkhead       President and Director of FMR U.K.; President of FMR;             
                       Managing Director of FMR Corp.; President and a Director of       
                       FMR Texas Inc. and Fidelity Management & Research (Far            
                       East) Inc.; Senior Vice President and Trustee of funds advised    
                       by FMR.                                                           
 
                                                                                         
 
Richard C. Habermann   Senior Vice President of FMR U.K.; Senior Vice President of       
                       Fidelity Management & Research (Far East) Inc.; Director of       
                       Worldwide Research of FMR.                                        
 
                                                                                         
 
Rick Spillane          Senior Vice President and Director of Operations and              
                       Compliance of FMR U.K. (1993).                                    
 
                                                                                         
 
Stephen P. Jonas       Treasurer of FMR U.K. (1993), Fidelity Management &               
                       Research (Far East) Inc. (1993), and FMR Texas Inc. (1993);       
                       Treasurer and Vice President of FMR (1993); and Treasurer of      
                       the funds advised by FMR (1995).                                  
 
                                                                                         
 
David Weinstein        Clerk of FMR U.K.; Clerk of Fidelity Management & Research        
                       (Far East) Inc.; Secretary of FMR Texas Inc.                      
 
</TABLE>
 
 
(3)  FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. (FMR Far East)
 FMR Far East provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company.  The directors
and officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                           
Edward C. Johnson 3d   Chairman and Director of FMR Far East; Chairman of the        
                       Executive Committee of FMR; Chief Executive Officer of        
                       FMR Corp.; Chairman of the Board and a Director of            
                       FMR, FMR Corp., FMR Texas Inc. and Fidelity                   
                       Management & Research (U.K.) Inc.; President and              
                       Trustee of funds advised by FMR.                              
 
                                                                                     
 
J. Gary Burkhead       President and Director of FMR Far East; President of          
                       FMR; Managing Director of FMR Corp.; President and a          
                       Director of FMR Texas Inc. and Fidelity Management &          
                       Research (U.K.) Inc.; Senior Vice President and Trustee       
                       of funds advised by FMR.                                      
 
                                                                                     
 
Richard C. Habermann   Senior Vice President of FMR Far East; Senior Vice            
                       President of Fidelity Management & Research (U.K.)            
                       Inc.; Director of Worldwide Research of FMR.                  
 
                                                                                     
 
William R. Ebsworth    Vice President of FMR Far East.                               
 
                                                                                     
 
Bill Wilder            Vice President of FMR Far East (1993).                        
 
                                                                                     
 
Stephen P. Jonas        Treasurer of FMR Far East (1993), Fidelity Management        
                          & Research (U.K.) Inc. (1993), and FMR Texas Inc.          
                            (1993); Treasurer and Vice President of FMR (1993);      
                       and Treasurer of the funds advised by FMR (1995).             
 
                                                                                     
 
David C. Weinstein     Clerk of FMR Far East; Clerk of Fidelity Management &         
                       Research (U.K.) Inc.; Secretary of FMR Texas Inc.             
 
</TABLE>
 
 
 
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
ARK Funds
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
Nita B. Kincaid        Director                   None                    
 
W. Humphrey Bogart     Director                   None                    
 
Kurt A. Lange          President and Treasurer    None                    
 
William L. Adair       Senior Vice President      None                    
 
Thomas W. Littauer     Senior Vice President      None                    
 
Arthur S. Loring       Vice President and Clerk   Secretary               
 
* 82 Devonshire Street, Boston, MA
 (c) Not applicable.
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Company,  82 Devonshire Street, Boston, Massachusetts 02109, or the funds'
respective custodian: The Bank of New York, 110 Washington Street, New
York, NY; Brown Brothers Harriman & Co., 40 Water Street, Boston, MA; and
The Chase Manhattan Bank, 1211 Avenue of the Americas, New York, NY.
Item 31. Management Services
 Not applicable.
Item 32. Undertakings
 The Registrant, on behalf of Fidelity Advisor Government Investment Fund,
Fidelity Advisor Growth Opportunities Fund, Fidelity Advisor High Yield
Fund, Fidelity Advisor Income & Growth Fund, and Fidelity Advisor Short
Fixed-Income Fund, undertakes to deliver to each person who has received
the prospectus or annual or semiannual financial report for a fund in an
electronic format, upon his or her request and without charge, a paper copy
of the prospectus or annual or semiannual report for the fund.
 The Registrant, on behalf of Fidelity Advisor Government Investment Fund,
Fidelity Advisor Growth Opportunities Fund, Fidelity Advisor High Yield
Fund, Fidelity Advisor Income & Growth Fund, and Fidelity Advisor Short
Fixed-Income Fund undertakes, provided the information required by Item 5A
is contained in the annual report, to furnish each person to whom a
prospectus has been delivered, upon their request and without charge, a
copy of the Registrant's latest annual report to shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 27 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and MA, on the 22nd day of June 1995.
      Fidelity Advisor Series II
      By /s/Edward C. Johnson 3d (dagger)
        Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
     (Signature)    (Title)   (Date)   
 
 
<TABLE>
<CAPTION>
<S>                               <C>                             <C>                  
/s/Edward C. Johnson 3d(dagger)   President and Trustee           June     22, 1995    
 
    Edward C. Johnson 3d          (Principal Executive Officer)                        
 
                                                                                       
 
</TABLE>
 
/s/Stephen P. Jonas     Treasurer   June     22, 1995   
 
    Stephen P. Jonas               
 
/s/J. Gary Burkhead    Trustee   June      22, 1995   
 
    J. Gary Burkhead               
 
                                                                
/s/Ralph F. Cox              *   Trustee   June      22, 1995   
 
   Ralph F. Cox               
 
                                                            
/s/Phyllis Burke Davis   *   Trustee   June      22, 1995   
 
    Phyllis Burke Davis               
 
                                                               
/s/Richard J. Flynn         *   Trustee   June      22, 1995   
 
    Richard J. Flynn               
 
                                                               
/s/E. Bradley Jones         *   Trustee   June      22, 1995   
 
    E. Bradley Jones               
 
                                                                 
/s/Donald J. Kirk             *   Trustee   June      22, 1995   
 
    Donald J. Kirk               
 
                                                                 
/s/Peter S. Lynch             *   Trustee   June      22, 1995   
 
    Peter S. Lynch               
 
                                                            
/s/Edward H. Malone      *   Trustee   June      22, 1995   
 
   Edward H. Malone                
 
                                                          
/s/Marvin L. Mann_____*    Trustee   June      22, 1995   
 
   Marvin L. Mann                
 
/s/Gerald C. McDonough*   Trustee   June      22, 1995   
 
    Gerald C. McDonough               
 
/s/Thomas R. Williams    *   Trustee   June      22, 1995   
 
   Thomas R. Williams               
 
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 and filed herewith.
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Annuity Fund         Fidelity Income Fund                              
Fidelity Advisor Series I             Fidelity Institutional Trust                      
Fidelity Advisor Series II            Fidelity Investment Trust                         
Fidelity Advisor Series III           Fidelity Magellan Fund                            
Fidelity Advisor Series IV            Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series V             Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VI            Fidelity Municipal Trust                          
Fidelity Advisor Series VII           Fidelity New York Municipal Trust                 
Fidelity Advisor Series VIII          Fidelity Puritan Trust                            
Fidelity California Municipal Trust   Fidelity School Street Trust                      
Fidelity Capital Trust                Fidelity Securities Fund                          
Fidelity Charles Street Trust         Fidelity Select Portfolios                        
Fidelity Commonwealth Trust           Fidelity Sterling Performance Portfolio, L.P.     
Fidelity Congress Street Fund         Fidelity Summer Street Trust                      
Fidelity Contrafund                   Fidelity Trend Fund                               
Fidelity Corporate Trust              Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Court Street Trust           Fidelity U.S. Investments-Government Securities   
Fidelity Deutsche Mark Performance       Fund, L.P.                                     
  Portfolio, L.P.                     Fidelity Union Street Trust                       
Fidelity Devonshire Trust             Fidelity Yen Performance Portfolio, L.P.          
Fidelity Exchange Fund                Spartan U.S. Treasury Money Market                
Fidelity Financial Trust                 Fund                                           
Fidelity Fixed-Income Trust           Variable Insurance Products Fund                  
Fidelity Government Securities Fund   Variable Insurance Products Fund II               
Fidelity Hastings Street Trust                                                          
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Djinis, each of them singly, our true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for us and in our names in the appropriate capacities, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
 WITNESS our hands on this fifteenth day of December, 1994.
/s/Edward C. Johnson 3d         /s/Donald J. Kirk              
 
Edward C. Johnson 3d            Donald J. Kirk                 
 
                                                               
 
                                                               
 
/s/J. Gary Burkhead             /s/Peter S. Lynch              
 
J. Gary Burkhead                Peter S. Lynch                 
 
                                                               
 
                                                               
 
/s/Ralph F. Cox                 /s/Marvin L. Mann              
 
Ralph F. Cox                    Marvin L. Mann                 
 
                                                               
 
                                                               
 
/s/Phyllis Burke Davis          /s/Edward H. Malone            
 
Phyllis Burke Davis             Edward H. Malone               
 
                                                               
 
                                                               
 
/s/Richard J. Flynn             /s/Gerald C. McDonough         
 
Richard J. Flynn                Gerald C. McDonough            
 
                                                               
 
                                                               
 
/s/E. Bradley Jones             /s/Thomas R. Williams          
 
E. Bradley Jones                Thomas R. Williams             
 
POWER OF ATTORNEY
 I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Annuity Fund         Fidelity Institutional Trust                      
Fidelity Advisor Series I             Fidelity Investment Trust                         
Fidelity Advisor Series II            Fidelity Magellan Fund                            
Fidelity Advisor Series III           Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series IV            Fidelity Money Market Trust                       
Fidelity Advisor Series V             Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VI            Fidelity Municipal Trust                          
Fidelity Advisor Series VII           Fidelity New York Municipal Trust                 
Fidelity Advisor Series VIII          Fidelity Puritan Trust                            
Fidelity California Municipal Trust   Fidelity School Street Trust                      
Fidelity Capital Trust                Fidelity Securities Fund                          
Fidelity Charles Street Trust         Fidelity Select Portfolios                        
Fidelity Commonwealth Trust           Fidelity Sterling Performance Portfolio, L.P.     
Fidelity Congress Street Fund         Fidelity Summer Street Trust                      
Fidelity Contrafund                   Fidelity Trend Fund                               
Fidelity Corporate Trust              Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Court Street Trust           Fidelity U.S. Investments-Government Securities   
Fidelity Destiny Portfolios              Fund, L.P.                                     
Fidelity Deutsche Mark Performance    Fidelity Union Street Trust                       
  Portfolio, L.P.                     Fidelity Yen Performance Portfolio, L.P.          
Fidelity Devonshire Trust             Spartan U.S. Treasury Money Market                
Fidelity Exchange Fund                   Fund                                           
Fidelity Financial Trust              Variable Insurance Products Fund                  
Fidelity Fixed-Income Trust           Variable Insurance Products Fund II               
Fidelity Government Securities Fund                                                     
Fidelity Hastings Street Trust                                                          
Fidelity Income Fund                                                                    
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as President and Board Member (collectively, the "Funds"), hereby
severally constitute and appoint J. Gary Burkhead, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
sign for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorney-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission.  I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d   December 15, 1994   
 
Edward C. Johnson 3d                          
 
 

 
 
 
AMENDED AND RESTATED DECLARATION OF TRUST
DATED MAY 18, 1995
 AMENDED AND RESTATED DECLARATION OF TRUST, made May 18, 1995 by each of
the Trustees whose signature is affixed hereto (the "Trustees")
 WHEREAS, the Trustees desire to amend and restate this Declaration of
Trust for the sole purpose of supplementing the Declaration to incorporate
amendments duly adopted; and 
 WHEREAS, this Trust was initially made on April 23, 1986 by Edward C.
Johnson 3d, Samuel W. Bodman, and Frank Nesvet in order to establish a
trust fund for the investment and reinvestment of funds contributed
thereto;
 NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed in Trust
under this Amended and Restated Declaration of Trust as herein set forth
below.
ARTICLE I
NAME AND DEFINITIONS
NAME
 Section 1. This Trust shall be known as "Fidelity Advisor Series II".
DEFINITIONS
 Section 2. Wherever used herein, unless otherwise required by the context
or specifically provided:
 (a) The Terms "Affiliated Person", "Assignment", "Commission", "Interested
Person", "Majority Shareholder Vote" (the 67% or 50% requirement of the
third sentence of Section 2(a)(42) of the 1940 Act, whichever may be
applicable) and "Principal Underwriter" shall have the meanings given them
in the 1940 Act, as amended from time to time;
 (b) The "Trust" refers to Fidelity Advisor Series II and reference to the
Trust when applicable to one or more series of the Trust, shall refer to
any such series;
 (c) "Net Asset Value" means the net asset value of each Series of the
Trust determined in the manner provided in Article X, Section 3;
(d) "Shareholder" means a record owner of Shares of the Trust;
 (e) The "Trustees" refer to the individual trustees in their capacity as
trustees hereunder of the Trust and their successor or successors for the
time being in office as such trustee or trustees;
 (f) "Shares" means the equal proportionate transferable units of interest
into which the beneficial interest of the Trust or each Series shall be
divided from time to time, including such class or classes of shares as the
Trustees may from time to time create and establish including fractions of
Shares as well as whole Shares consistent with the requirements of Federal
and/or state securities laws;
 (g) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time; and
 (h) "Series" refers to series of Shares of the Trust established in
accordance with the provisions of Article III.
ARTICLE II
PURPOSE OF TRUST
 The purpose of this Trust is to provide investors a continuous source of
managed investment in securities.
ARTICLE III
BENEFICIAL INTEREST
SHARES OF BENEFICIAL INTEREST
 Section 1. The beneficial interest in the Trust shall be divided into such
transferable Shares of one or more separate and distinct Series or classes
as the Trustees shall from time to time create and establish. The number of
Shares is unlimited and each Share shall be without par value and shall be
fully paid and nonassessable. The Trustees shall have full power and
authority, in their sole discretion and without obtaining any prior
authorization or vote of the Shareholders or any Series or class of
Shareholders of the Trust, to create and establish (and to change in any
manner) Shares or any Series or classes thereof with such preferences,
voting powers, rights and privileges as the Trustees may from time to time
determine, to divide or combine the Shares or any Series or classes thereof
into a greater or lesser number, to classify or reclassify any issued
Shares into one or more Series of Shares, to abolish any one or more Series
or classes of Shares, and to take such other action with respect to the
Shares as the Trustees may deem desirable.
ESTABLISHMENT OF SERIES
 Section 2. The establishment of any Series shall be effective upon the
adoption of a resolution by a majority of the then Trustees setting forth
such establishment and designation and the relative rights and preferences
of the Shares of such Series. At any time that there are no Shares
outstanding of any particular Series previously established and designated,
the Trustees may by a majority vote abolish that Series and the
establishment and designation thereof.
OWNERSHIP OF SHARES
 Section 3. The ownership of Shares shall be recorded in the books of the
Trust. The Trustees may make such rules as they consider appropriate for
the transfer of Shares and similar matters. The record books of the Trust
shall be conclusive as to who are the holders of Shares and as to the
number of Shares held from time to time by each Shareholder.
INVESTMENT IN THE TRUST
 Section 4. The Trustees shall accept investments in the Trust from such
persons and on such terms as they may from time to time authorize. Such
investments may be in the form of cash or securities in which the
appropriate Series is authorized to invest, valued as provided in Article
X, Section 3. After the date of the initial contribution of capital, the
number of Shares to represent the initial contribution may in the Trustees'
discretion be considered as outstanding and the amount received by the
Trustees on the account of the contribution shall be treated as an asset of
the Trust. Subsequent investments in the Trust shall be credited to each
Shareholder's account in the form of full Shares at the Net Asset Value per
Share next determined after the investment is received; provided, however,
that the Trustees may, in their sole discretion, (a) impose a sales charge
upon investments in the Trust and (b) issue fractional Shares.
ASSETS AND LIABILITIES OF SERIES
 Section 5. All consideration received by the Trust for the issue or sale
of Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall be
referred to as "assets belonging to" that Series. In addition any assets,
income, earnings, profits, and proceeds thereof, funds, or payments which
are not readily identifiable as belonging to any particular Series shall be
allocated by the Trustees between and among one or more of the Series in
such manner as they, in their sole discretion, deem fair and equitable.
Each such allocation shall be conclusive and binding upon the Shareholders
of all Series for all purposes, and shall be referred to as assets
belonging to that Series. The assets belonging to a particular Series shall
be so recorded upon the books of the Trust, and shall be held by the
Trustees in trust for the benefit of the holders of Shares of that Series.
The assets belonging to each particular Series shall be charged with the
liabilities of that Series and all expenses, costs, charges and reserves
attributable to that Series. Any general liabilities, expenses, costs,
charges or reserves of the Trust which are not readily identifiable as
belonging to any particular Series shall be allocated and charged by the
Trustees between or among any one or more of the Series in such manner as
the Trustees in their sole discretion deem fair and equitable. Each such
allocation shall be conclusive and binding upon the Shareholders of all
Series for all purposes. Any creditor of any Series may look only to the
assets of that Series to satisfy such creditor's debt.
NO PREEMPTIVE RIGHTS
 Section 6.  The Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust
or the Trustees.
LIMITATION OF PERSONAL LIABILITY
 Section 7. The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at
any time personally agree to pay by way of subscription for any Shares or
otherwise. Every note, bond, contract or other undertaking issued by or on
behalf of the Trust or the Trustees relating to the Trust shall include a
recitation limiting the obligation represented thereby to the Trust and its
assets (but the omission of such a recitation shall not operate to bind any
Shareholder).
ARTICLE IV
THE TRUSTEES
MANAGEMENT OF THE TRUST
 Section 1. The business and affairs of the Trust shall be managed by the
Trustees, and they shall have all powers necessary and desirable to carry
out that responsibility.
ELECTION: INITIAL TRUSTEES
 Section 2. On a date fixed by the Trustees, the Shareholders shall elect
not less than three Trustees. A Trustee shall not be required to be a
Shareholder of the Trust. The initial Trustees shall be Edward C. Johnson
3d, Samuel W. Bodman and Frank Nesvet and such other individuals as the
Board of Trustees shall appoint pursuant to Section 4 of the Article IV.
TERM OF OFFICE OF TRUSTEES
 Section 3. The Trustees shall hold office during the lifetime of this
Trust, and until its termination as hereinafter provided; except (a) that
any Trustee may resign his trust by written instrument signed by him and
delivered to the other Trustees, which shall take effect upon such delivery
or upon such later date as is specified therein; (b) that any Trustee may
be removed at any time by written instrument, signed by at least two-thirds
of the number of Trustees prior to such removal, specifying the date when
such removal shall become effective; (c) that any Trustee who requests in
writing to be retired or who has become incapacitated by illness or injury
may be retired by written instrument signed by a majority of the other
Trustees, specifying the date of his retirement; and (d) a Trustee may be
removed at any Special Meeting of the Trust by a vote of two-thirds of the
outstanding Shares.
RESIGNATION AND APPOINTMENT OF TRUSTEES
 Section 4. In case of the declination, death, resignation, retirement,
removal, incapacity, or inability of any of the Trustees, or in case a
vacancy shall, by reason of an increase in number, or for any other reason,
exist, the remaining Trustees shall fill such vacancy by appointing such
other person as they in their discretion shall see fit consistent with the
limitations under the Investment Company Act of 1940. Such appointment
shall be evidenced by a written instrument signed by a majority of the
Trustees in office or by recording in the records of the Trust, whereupon
the appointment shall take effect. An appointment of a Trustee may be made
by the Trustees then in office in anticipation of a vacancy to occur by
reason of retirement, resignation or increase in number of Trustees
effective at a later date, provided that said appointment shall become
effective only at or after the effective date of said retirement,
resignation or increase in number of Trustees. As soon as any Trustee so
appointed shall have accepted this trust, the trust estate shall vest in
the new Trustee or Trustees, together with the continuing Trustees, without
any further act or conveyance, and he shall be deemed a Trustee hereunder.
The power of appointment is subject to the provisions of Section 16(a) of
the 1940 Act.
TEMPORARY ABSENCE OF TRUSTEE
 Section 5. Any Trustee may, by power of attorney, delegate his power for a
period not exceeding six months at any one time to any other Trustee or
Trustees, provided that in no case shall less than two Trustees personally
exercise the other powers hereunder except as herein otherwise expressly
provided.
NUMBER OF TRUSTEES
 Section 6. The number of Trustees, not less than three (3) nor more than
twelve (12), serving hereunder at any time shall be determined by the
Trustees themselves.
 Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled, or while any Trustee is absent from the Commonwealth of
Massachusetts or, if not a domiciliary of Massachusetts, is absent from his
state of domicile, or is physically or mentally incapacitated by reason of
disease or otherwise, the other Trustees shall have all the powers
hereunder and the certificate of the other Trustees of such vacancy,
absence or incapacity, shall be conclusive, provided, however, that no
vacancy shall remain unfilled for a period longer than six calendar months.
EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
 Section 7. The death, declination, resignation, retirement, removal,
incapacity, or inability of the Trustees, or any one of them, shall not
operate to annul the Trust or to revoke any existing agency created
pursuant to the terms of this Declaration of Trust.
OWNERSHIP OF ASSETS OF THE TRUST
 Section 8. The assets of the Trust shall be held separate and apart from
any assets now or hereafter held in any capacity other than as Trustee
hereunder by the Trustees or any successor Trustees. All of the assets of
the Trust shall at all times be considered as vested in the Trustees. No
Shareholder shall be deemed to have a severable ownership in any individual
asset of the Trust or any right of partition or possession thereof, but
each Shareholder shall have a proportionate undivided beneficial interest
in the Trust.
ARTICLE V
POWERS OF THE TRUSTEES
POWERS
 Section 1. The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders. The Trustees shall
have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust.
The Trustees shall not in any way be bound or limited by present or future
laws or customs in regard to trust investments, but shall have full
authority and power to make any and all investments which they, in their
uncontrolled discretion, shall deem proper to accomplish the purpose of
this Trust. Subject to any applicable limitation in the Declaration of
Trust or the Bylaws of the Trust, the Trustees shall have power and
authority:
 (a) To invest and reinvest cash and other property, and to hold cash or
other property uninvested, without in any event being bound or limited by
any present or future law or custom in regard to investments by Trustees,
and to sell, exchange, lend, pledge, mortgage, hypothecate, write options
on and lease any or all of the assets of the Trust.
 (b) To adopt Bylaws not inconsistent with this Declaration of Trust
providing for the conduct of the business of the Trust and to amend and
repeal them to the extent that they do not reserve that right to the
Shareholders.
 (c) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate.
 (d) To employ a bank or trust company as custodian of any assets of the
Trust subject to any conditions set forth in this Declaration of Trust or
in the Bylaws, if any.
 (e) To retain a transfer agent and Shareholder servicing agent, or both.
 (f)  To provide for the distribution of interests of the Trust either
through a principal underwriter in the manner hereinafter provided for or
by the Trust itself, or both.
 (g)  To set record dates in the manner hereinafter provided for.
 (h)  To delegate such authority as they consider desirable to any officers
of the Trust and to any agent, custodian or underwriter.
 (i)  To sell or exchange any or all of the assets of the Trust, subject to
the provisions of Article XII, Section 4(b) hereof.
 (j)  To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall deem proper.
 (k)  To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities.
 (l)  To hold any security or property in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form; or either in its
own name or in the name of a custodian or a nominee or nominees, subject in
either case to proper safeguards according to the usual practice of
Massachusetts trust companies or investment companies.
 (m)  To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article III.
 (n)  To allocate assets, liabilities and expenses of the Trust to a
particular Series or to apportion the same between or among two or more
Series, provided that any liabilities or expenses incurred by a particular
Series shall be payable solely out of the assets belonging to that Series
as provided for in Article III.
 (o)  To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which is held in the Trust; to consent to any contract, lease, mortgage,
purchase, or sale of property by such corporation or concern, and to pay
calls or subscriptions with respect to any security held in the Trust.
 (p)  To compromise, arbitrate, or otherwise adjust claims in favor of or
against the Trust or any matter in controversy including, but not limited
to, claims for taxes.
 (q)  To make distributions of income and of capital gains to Shareholders
in the manner hereinafter provided for.
 (r)  To borrow money, and to pledge, mortgage or hypothecate the assets of
the Trust, subject to applicable limitations of the 1940 Act.
 (s)  To establish, from time to time, a minimum total investment for
Shareholders, and to require the redemption of the Shares of any
Shareholders whose investment is less than such minimum upon giving notice
to such Shareholder.
 (t)   Notwithstanding any other provision hereof, to invest all of the
assets of any series in a single open-end investment company, including
investment by means of transfer of such assets in exchange for an interest
or interests in such investment company.
 No one dealing with the Trustees shall be under any obligation to make any
inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
TRUSTEES AND OFFICERS AS SHAREHOLDERS
 Section 2. Any Trustee, officer or other agent of the Trust may acquire,
own and dispose of Shares to the same extent as if he were not a Trustee,
officer or agent; and the Trustees may issue and sell or cause to be issued
and sold Shares to and buy such Shares from any such person of any firm or
company in which he is interested, subject only to the general limitations
herein contained as to the sale and purchase of such Shares; and all
subject to any restrictions which may be contained in the Bylaws.
ACTION BY THE TRUSTEES
 Section 3. The Trustees shall act by majority vote at a meeting duly
called or by unanimous written consent without a meeting or by telephone
consent provided a quorum of Trustees participate in any such telephonic
meeting, unless the 1940 Act requires that a particular action be taken
only at a meeting of the Trustees. At any meeting of the Trustees, a
majority of the Trustees shall constitute a quorum. Meetings of the
Trustees may be called orally or in writing by the Chairman of the Trustees
or by any two other Trustees. Notice of the time, date and place of all
meetings of the Trustees shall be given by the party calling the meeting to
each Trustee by telephone or telegram sent to his home or business address
at least twenty-four hours in advance of the meeting or by written notice
mailed to his home or business address at least seventy-two hours in
advance of the meeting. Notice need not be given to any Trustee who attends
the meeting without objecting to the lack of notice or who executes a
written waiver of notice with respect to the meeting. Subject to the
requirements of the 1940 Act, the Trustees by majority vote may delegate to
any one of their number their authority to approve particular matters or
take particular actions on behalf of the Trust.
CHAIRMAN OF THE TRUSTEES
 Section 4. The Trustees may appoint one of their number to be Chairman of
the Board of Trustees. The Chairman shall preside at all meetings of the
Trustees, shall be responsible for the execution of policies established by
the Trustees and the administration of the Trust, and may be the chief
executive, financial and accounting officer of the Trust.
ARTICLE VI
EXPENSES OF THE TRUST
TRUSTEE REIMBURSEMENT
 Section 1. Subject to the provisions of Article III, Section 5, the
Trustees shall be reimbursed from the trust estate or the assets belonging
to the appropriate Series for their expenses and disbursements, including,
without limitation, fees and expenses of Trustees who are not Interested
Persons of the Trust, interest expense, taxes, fees and commissions of
every kind, expenses of pricing Trust portfolio securities, expenses of
issue, repurchase and redemption of shares including expenses attributable
to a program of periodic repurchases or redemptions, expenses of
registering and qualifying the Trust and its Shares under Federal and State
laws and regulations, charges of custodians, transfer agents, and
registrars, expenses of preparing and setting up in type prospectuses and
Statements of Additional Information, expenses of printing and distributing
prospectuses sent to existing Shareholders, auditing and legal expenses,
reports to Shareholders, expenses of meetings of Shareholders and proxy
solicitations therefor, insurance expense, association membership dues and
for such non-recurring items as may arise, including litigation to which
the Trust is a party, and for all losses and liabilities by them incurred
in administering the Trust, and for the payment of such expenses,
disbursements, losses and liabilities the Trustees shall have a lien on the
assets belonging to the appropriate Series prior to any rights or interests
of the Shareholders thereto. This section shall not preclude the Trust from
directly paying any of the aforementioned fees and expenses.
ARTICLE VII
INVESTMENT ADVISER, PRINCIPAL, UNDERWRITER AND TRANSFER AGENT
INVESTMENT ADVISER
 Section 1. Subject to a Majority Shareholder Vote, the Trustees may in
their discretion from time to time enter into an investment advisory or
management contract(s) with respect to the Trust or any Series thereof
whereby the other party(ies) to such contract(s) shall undertake to furnish
the Trustees such management, investment advisory, statistical and research
facilities and services and such other facilities and services, if any, and
all upon such terms and conditions, as the Trustees may in their discretion
determine. Notwithstanding any provisions of this Declaration of Trust, the
Trustees may authorize the investment adviser(s) (subject to such general
or specific instructions as the Trustees may from time to time adopt) to
effect purchases, sales or exchanges of portfolio securities and other
investment instruments of the Trust on behalf of the Trustees or may
authorize any officer, agent, or Trustee to effect such purchases, sales or
exchanges pursuant to recommendations of the investment adviser (and all
without further action by the Trustees). Any such purchases, sales and
exchanges shall be deemed to have been authorized by all of the Trustees.
 The Trustees may, subject to applicable requirements of the 1940 Act,
including those relating to Shareholder approval, authorize the investment
adviser to employ one or more sub-advisers from time to time to perform
such of the acts and services of the investment adviser, and upon such
terms and conditions, as may be agreed upon between the investment adviser
and sub-adviser.
PRINCIPAL UNDERWRITER
 Section 2. The Trustees may in their discretion from time to time enter
into (a) contract(s) providing for the sale of the Shares, whereby the
Trust may either agree to sell the Shares to the other party to the
contract or appoint such other party its sales agent for such Shares. In
either case, the contract shall be on such terms and conditions as may be
prescribed in the Bylaws, if any, and such further terms and conditions as
the Trustees may in their discretion determine not inconsistent with the
provisions of this Article VII, or of the Bylaws, if any; and such contract
may also provide for the repurchase or sale of Shares by such other party
as principal or as agent of the Trust.
TRANSFER AGENT
 Section 3. The Trustees may in their discretion from time to time enter
into a transfer agency and Shareholder service contract whereby the other
party shall undertake to furnish the Trustees with transfer agency and
Shareholder services. The contract shall be on such terms and conditions as
the Trustees may in their discretion determine not inconsistent with the
provisions of this Declaration of Trust or of the Bylaws, if any. Such
services may be provided by one or more entities.
PARTIES TO CONTRACT
 Section 4. Any contract of the character described in Sections 1, 2 and 3
of this Article    VII or in Article IX hereof may be entered into with any
corporation, firm, partnership, trust or association, although one or more
of the Trustees or officers of the Trust may be an officer, director,
trustee, shareholder, or member of such other party to the contract, and no
such contract shall be invalidated or rendered voidable by reason of the
existence of any relationship, nor shall any person holding such
relationship be liable merely by reason of such relationship for any loss
or expense to the Trust under or by reason of said contract or accountable
for any profit realized directly or indirectly therefrom, provided that the
contract when entered into was reasonable and fair and not inconsistent
with the provisions of this Article VII or the Bylaws, if any. The same
person (including a firm, corporation, partnership, trust, or association)
may be the other party to contracts entered into pursuant to Sections 1, 2
and 3 above or Article IX, and any individual may be financially interested
or otherwise affiliated with persons who are parties to any or all of the
contracts mentioned in this Section 4.
PROVISIONS AND AMENDMENTS
 Section 5. Any contract entered into pursuant to Sections 1 and 2 of this
Article VII shall be consistent with and subject to the requirements of
Section 15 of the 1940 Act (including any amendments thereof or other
applicable Act of Congress hereafter enacted) with respect to its
continuance in effect, its termination, and the method of authorization and
approval of such contract or renewal thereof, and no amendment to any
contract, entered into pursuant to Section 1 shall be effective unless
assented to by a Majority Shareholder Vote.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
 Section 1. The Shareholders shall have power to vote (i) for the election
of Trustees as provided in Article IV, Section 2, (ii) for the removal of
Trustees as provided in Article IV, Section 3(d), (iii) with respect to any
investment advisory or management contract as provided in Article VII,
Section 1, (iv) with respect to the amendment of this Declaration of Trust
as provided in Article XII, Section 7, (v) to the same extent as the
shareholders of a Massachusetts business corporation, as to whether or not
a court action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust or the
Shareholders, provided, however, that a Shareholder of a particular Series
shall not be entitled to bring any derivative or class action on behalf of
any other Series of the Trust, and (vi) with respect to such additional
matters relating to the Trust as may be required or authorized by law, by
this Declaration of Trust, or the Bylaws of the Trust, if any, or any
registration of the Trust with the Securities and Exchange Commission (the
"Commission") or any State, as the Trustees may consider desirable.  On any
matter submitted to a vote of the Shareholders, all shares shall be voted
by individual Series, except (i) when required by the 1940 Act, Shares
shall be voted in the aggregate and not by individual Series; and (ii) when
the Trustees have determined that the matter affects only the interests of
one or more Series, then only the Shareholders of such Series shall be
entitled to vote thereon. A Shareholder of each Series shall be entitled to
one vote for each dollar of net asset value (number of Shares owned times
net asset value per share) of such Series, on any matter on which such
Shareholder is entitled to vote and each fractional dollar amount shall be
entitled to a proportionate fractional vote.   There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by
proxy. Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law, this
Declaration of Trust or any Bylaws of Trust to be taken by Shareholders.
MEETINGS
 Section 2. The first Shareholders' meeting shall be held as specified in
Section 2 of Article IV at the principal office of the Trust or such other
place as the Trustees may designate. Special meetings of the Shareholders
of any Series may be called by the Trustees and shall be called by the
Trustees upon the written request of Shareholders owning at least one-tenth
of the outstanding Shares entitled to vote. Whenever ten or more
Shareholders meeting the qualifications set forth in Section 16(c) of the
1940 Act, as the same may be amended from time to time, seek the
opportunity of furnishing materials to the other Shareholders with a view
to obtaining signatures on such a request for a meeting, the Trustees shall
comply with the provisions of said Section 16(c) with respect to providing
such Shareholders access to the list of the Shareholders of record of the
Trust or the mailing of such materials to such Shareholders of record.
Shareholders shall be entitled to at least fifteen days' notice of any
meeting.
QUORUM AND REQUIRED VOTE
 Section 3. A majority of Shares entitled to vote in person or by proxy
shall be a quorum for the transaction of business at a Shareholders'
meeting, except that where any provision of law or of this Declaration of
Trust permits or requires that holders of any Series shall vote as a
Series, then a majority of the aggregate number of Shares of that Series
entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that Series. Any lesser number shall be
sufficient for adjournments. Any adjourned session or sessions may be held,
within a reasonable time after the date set for the original meeting,
without the necessity of further notice. Except when a larger vote is
required by any provision of this Declaration of Trust or the Bylaws, a
majority of the Shares voted in person or by proxy shall decide any
questions and a plurality shall elect a Trustee, provided that where any
provision of law or of this Declaration of Trust permits or requires that
the holders of any Series shall vote as a Series, then a majority of the
Shares of that Series voted on the matter shall decide that matter insofar
as that Series is concerned.
ARTICLE IX
CUSTODIAN
APPOINTMENT AND DUTIES
 Section 1. The Trustees shall at all times employ a bank or trust company
having capital, surplus and undivided profits of at least two million
dollars ($2,000,000), or such other amount or such other entity as shall be
allowed by the Commission or by the 1940 Act, as custodian with authority
as its agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the Bylaws of the Trust:
(1)  to hold the securities owned by the Trust and deliver the same upon
written order or oral order, if confirmed in writing, or by such
electro-mechanical or electronic devices as are agreed to by the Trust and
the custodian, if such procedures have been authorized in writing by the
Trust;
(2)  to receive and receipt for any moneys due to the Trust and deposit the
same in its own banking department or elsewhere as the Trustees may direct;
and
(3)  to disburse such funds upon orders or vouchers;
and the Trust may also employ such custodian as its agent:
(1)  to keep the books and accounts of the Trust and furnish clerical and
accounting services; and
(2)  to compute, if authorized to do so by the Trustees, the Net Asset
Value of any Series in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian. If so directed by a Majority Shareholder Vote,
the custodian shall deliver and pay over all property of the Trust held by
it as specified in such vote.
 The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services
of the custodian, and upon such terms and conditions, as may be agreed upon
between the custodian and such sub-custodian and approved by the Trustees,
provided that in every case such sub-custodian shall be a bank or trust
company organized under the laws of the United States or one of the states
thereof and having capital and surplus and undivided profits of at least
two million dollars ($2,000,000) or such other person as may be permitted
by the Commission, or otherwise in accordance with the 1940 Act as from
time to time amended.
CENTRAL CERTIFICATE SYSTEM
 Section 2. Subject to such rules, regulations and orders as the Commission
may adopt, the Trustees may direct the custodian to deposit all or any part
of the securities owned by the Trust in a system for the central handling
of securities established by a national securities exchange or a national
securities association registered with the Commission under the Securities
Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act as from time to
time amended, pursuant to which system all securities of any particular
class or series of any issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry without
physical delivery of such securities, provided that all such deposits shall
be subject to withdrawal only upon the order of the Trust.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
DISTRIBUTIONS
Section 1.
 (a) The Trustees may from time to time declare and pay dividends. The
amount of such dividends and the payment of them shall be wholly in the
discretion of the Trustees.
 (b) The Trustees shall have power, to the fullest extent permitted by the
laws of Massachusetts, at any time to declare and cause to be paid
dividends on Shares of a particular Series, from the assets belonging to
that Series, which dividends, at the election of the Trustees, may be paid
daily or otherwise pursuant to a standing resolution or resolutions adopted
only once or with such frequency as the Trustees may determine, and may be
payable in Shares of that Series at the election of each Shareholder of
that Series.
 (c) Anything in this instrument to the contrary notwithstanding, the
Trustees may at any time declare and distribute pro rata among the
Shareholders of a particular Series as of the record date of that Series
fixed as provided in Article XII, Section 3 hereof a "stock dividend".
REDEMPTIONS
 Section 2. In case any holder of record of Shares of a particular Series
desires to dispose of his Shares, he may deposit at the office of the
transfer agent or other authorized agent of that Series a written request
or such other form of request as the Trustees may from time to time
authorize, requesting that the Series purchase the Shares in accordance
with this Section 2; and the Shareholder so requesting shall be entitled to
require the Series to purchase, and the Series or the principal underwriter
of the Series shall purchase his said Shares, but only at the Net Asset
Value thereof (as described in Section 3 hereof). The Series shall make
payment for any such Shares to be redeemed, as aforesaid, in cash from the
assets of that Series and payment for such Shares shall be made by the
Series or the principal underwriter of the Series to the Shareholder of
record within seven (7) days after the date upon which the request is
effective.
DETERMINATION OF NET ASSET VALUE
AND VALUATION OF PORTFOLIO ASSETS
 Section 3. The term "Net Asset Value" of any Series shall mean that amount
by which the assets of that Series, exceed its liabilities, all as
determined by or under the direction of the Trustees. Such value per Share
shall be determined separately for each Series of Shares and shall be
determined on such days and at such times as the Trustees may determine.
Such determination shall be made with respect to securities for which
market quotations are readily available, at the market value of such
securities; and with respect to other securities and assets, at the fair
value as determined in good faith by the Trustees, provided, however, that
the Trustees, without Shareholder approval, may alter the method of
appraising portfolio securities insofar as permitted under the 1940 Act and
the rules, regulations and interpretations thereof promulgated or issued by
the Commission or insofar as permitted by any Order of the Commission
applicable to the Series. The Trustees may delegate any of its powers and
duties under this Section 3 with respect to appraisal of assets and
liabilities. At any time the Trustees may cause the value par Share last
determined to be determined again in similar manner and may fix the time
when such redetermined value shall become effective.
SUSPENSION OF THE RIGHT OF REDEMPTION
 Section 4. The Trustees may declare a suspension of the right of
redemption or postpone the date of payment as permitted under the 1940 Act.
Such suspension shall take effect at such time as the Trustees shall
specify but not later than the close of business on the business day next
following the declaration of suspension, and thereafter there shall be no
right of redemption or payment until the Trustees shall declare the
suspension at an end. In the case of a suspension of the right of
redemption, a Shareholder may either withdraw his request for redemption or
receive payment based on the Net Asset Value per Share existing after the
termination of the suspension.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
 Section 1. Provided they have exercised reasonable care and have acted
under the reasonable belief that their actions are in the best interest of
the Trust, the Trustees shall not be responsible for or liable in any event
for neglect or wrongdoing of them or any officer, agent, employee or
investment adviser of the Trust, but nothing contained herein shall protect
any Trustee against any liability to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
INDEMNIFICATION
Section 2.
 (a) Subject to the exceptions and limitations contained in Section (b)
below:
 (i) every person who is, or has been, a Trustee or officer of the Trust
(hereinafter referred to as "Covered Person") shall be indemnified by the
appropriate Series to the fullest extent permitted by law against liability
and against all expenses reasonably incurred or paid by him in connection
with any claim, action, suit or proceeding in which he becomes involved as
a party or otherwise by virtue of his being or having been a Trustee or
officer and against amounts paid or incurred by him in the settlement
thereof;
 (ii) the words "claim," "action," "suit," or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal or other,
including appeals), actual or threatened while in office or thereafter, and
the words "liability" and "expense" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
 (b) No indemnification shall be provided hereunder to a Covered Person:
 (i) who shall have been adjudicated by a court or body before which the
proceeding was brought (A) to be liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office or (B) not to
have acted in good faith in the reasonable belief that his action was in
the best interest of the Trust; or
 (ii) in the event of a settlement, unless there has been a determination
that such Trustee or officer did not engage in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office,
(A) by the court or other body approving the settlement;
(B) by at least a majority of those Trustees who are neither interested
persons of the Trust nor are parties to the matter based upon a review of
readily available facts (as opposed to a full trial-type inquiry); or
(C) by written opinion of independent legal counsel based upon a review of
readily available facts (as opposed to a full trial-type inquiry);
provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees, or by
independent counsel.
 (c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to
be such Trustee or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person. Nothing contained herein
shall affect any rights to indemnification to which Trust personnel, other
than Trustees and officers, and other persons may be entitled by contract
or otherwise under law.
 (d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described
in paragraph (a) of this Section 2 may be paid by the applicable Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be
paid over by him to the applicable Series if it is ultimately determined
that he is not entitled to indemnification under this Section 2; provided,
however, that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust is insured against
losses arising out of any such advance payments or (c) either a majority of
the Trustees who are neither interested persons of the Trust nor parties to
the matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe
that such Covered Person will be found entitled to indemnification under
this Section 2.
SHAREHOLDERS
 Section 3. In case any Shareholder or former Shareholder of any Series of
the Trust shall be held to be personally liable solely by reason of his
being or having been a Shareholder and not because of his acts or omissions
or for some other reason, the Shareholder or former Shareholder (or his
heirs, executors, administrators or other legal representatives or in the
case of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets belonging to the applicable
Series to be held harmless from and indemnified against all loss and
expense arising from such liability. The Series shall, upon request by the
Shareholder, assume the defense of any claim made against the Shareholder
for any act or obligation of the Series and satisfy any judgment thereon.
ARTICLE XII
MISCELLANEOUS
TRUST NOT A PARTNERSHIP
 Section 1. It is hereby expressly declared that a trust and not a
partnership is created hereby. No Trustee hereunder shall have any power to
bind personally either the Trust's officers or any Shareholder. All persons
extending credit to, contracting with or having any claim against the Trust
or the Trustees shall look only to the assets of the appropriate Series for
payment under such credit, contract or claim; and neither the Shareholders
nor the Trustees, nor any of their agents, whether past, present or future,
shall be personally liable therefor. Nothing in this Declaration of Trust
shall protect a Trustee against any liability to which the Trustee would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
the office of Trustee hereunder.
TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY
 Section 2. The exercise by the Trustees of their powers and discretions
hereunder in good faith and with reasonable care under the circumstances
then prevailing, shall be binding upon everyone interested. Subject to the
provisions of Section 1 of this Article XII and to Article XI, the Trustees
shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice counsel or other experts with respect to the
meaning and operation this Declaration of Trust, and subject to the
provisions of Section 1 of this Article XII and to Article XI, shall be
under no liability for any act or omission in accordance with such advice
or for failing to follow such advice. The Trustees shall not be required to
give any bond as such, nor any surety if a bond is obtained.
ESTABLISHMENT OF RECORD DATES
 Section 3. The Trustees may close the stock transfer books of the Trust
for a period not exceeding sixty (60) days preceding the date of any
meeting of Shareholders, or the date for the payment of any dividends, or
the date for the allotment of rights, or the date when any change or
conversion or exchange of Shares shall go into effect; or in lieu of
closing the stock transfer books as aforesaid, the Trustees may fix in
advance a date not exceeding sixty (60) days preceding the date of any
meeting of Shareholders, or the date for payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion
or exchange of Shares shall go into effect, as a record date for the
determination of the Shareholders entitled to notice of, and to vote at,
any such meeting, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of Shares, and in such case such
Shareholders and only such Shareholders as shall be Shareholders of record
on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting, or to receive payment of such dividend, or to receive such
allotment or rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any Shares on the books of the Trust after
any such record date fixed or aforesaid.
TERMINATION OF TRUST
Section 4.
 (a) This Trust shall continue without limitation of time but subject to
the provisions of sub-section (b) of this Section 4.
 (b) Subject to a Majority Shareholder Vote of each Series affected by the
matter or, if applicable, to a Majority Shareholder Vote of the Trust, the
Trustees may
 (i) sell and convey the assets of the Trust or any affected Series to
another trust, partnership, association or corporation organized under the
laws of any state which is a diversified open-end management investment
company as defined in the 1940 Act, for adequate consideration which may
include the assumption of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of the Trust or any affected Series,
and which may include shares of beneficial interest or stock of such trust,
partnership, association or corporation; or
 (ii) at any time sell and convert into money all of the assets of the
Trust or any affected Series.
 Upon making provision for the payment of all such liabilities in either
(i) or (ii), by such assumption or otherwise, the Trustees shall distribute
the remaining proceeds or assets (as the case may be) ratably among the
holders of the Shares of the Trust or any affected Series then outstanding.
 (c) Upon completion of the distribution of the remaining proceeds or the
remaining assets as provided in sub-section (b), the Trust or any affected
Series shall terminate and the Trustees shall be discharged of any and all
further liabilities and duties hereunder and the right, title and interest
of all parties shall be cancelled and discharged.
FILING OF COPIES, REFERENCES, AND HEADINGS
 Section 5. The original or a copy of this instrument and of each
declaration of trust supplemental hereto shall be kept at the office of the
Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental declaration of trust shall be filed by
the Trustees with the Secretary of the Commonwealth of Massachusetts and
the Boston City Clerk, as well as any other governmental office where such
filing may from time to time be required. Anyone dealing with the Trust may
rely on a certificate by an officer or Trustee of the Trust as to whether
or not any such supplemental declarations of trust have been made and as to
any matters in connection with the Trust hereunder, and with the same
effect as if it were the original, may rely on a copy certified by an
officer or Trustee of the Trust to be a copy of this instrument or of any
such supplemental declaration of trust. In this instrument or in any such
supplemental declaration of trust, references to this instrument and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to
refer to this instrument as amended or affected by any such supplemental
declaration of trust. Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this instrument,
rather than the headings, shall control. This instrument may be executed in
any number of counterparts each of which shall be deemed an original.
APPLICABLE LAW
 Section 6. The trust set forth in this instrument is made in the
Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of said
Commonwealth. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof,
the Trust may exercise all powers which are ordinarily exercised by such a
trust.
AMENDMENTS
 Section 7. If authorized by votes of the Trustees and a Majority
Shareholder Vote, or by any larger vote which may be required by applicable
law or this Declaration of Trust in any particular case, the Trustees shall
amend or otherwise supplement this instrument, by making a declaration of
trust supplemental hereto, which thereafter shall form a part hereof,
except that an amendment which shall affect the Shareholders of one or more
Series but not the Shareholders of all outstanding Series shall be
authorized by vote of the Shareholders holding a majority of the Shares
entitled to vote of each Series affected and no vote of Shareholders of a
Series not affected shall be required.  Amendments having the purpose of
changing the name of the Trust or of supplying any omission, curing any
ambiguity or curing, correcting or supplementing any defective or
inconsistent provision contained herein shall not require authorization by
Shareholder vote. Copies of the supplemental declaration of trust shall be
filed as specified in Section 5 of this Article XII.
FISCAL YEAR
 Section 8. The fiscal year of the Trust shall end on a specified date as
set forth in the Bylaws, provided, however, that the Trustees may, without
Shareholder approval, change the fiscal year of the Trust.
USE OF THE WORD "FIDELITY"
 Section 9. Fidelity Management & Research Company ("FMR") has consented to
the use by any Series of the Trust of the identifying word "Fidelity" in
the name of any Series of the Trust at some future date. Such consent is
conditioned upon the employment of FMR as investment adviser of each Series
of the Trust. As between the Trust and itself, FMR controls the use of the
name of the Trust insofar as such name contains the identifying word
"Fidelity". FMR may from time to time use the identifying word "Fidelity"
in other connections and for other purposes, including, without limitation,
in the names of other investment companies, corporations or businesses
which it may manage, advise, sponsor or own or in which it may have a
financial interest. FMR may require the Trust or any Series thereof to
cease using the identifying word "Fidelity" in the name of the Trust or any
Series thereof if the Trust or any Series thereof ceases to employ FMR or a
subsidiary or affiliate thereof as investment adviser.
 
IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument this 18th day of May, 1995.
                                                       
 
__/s/ Edward C. Johnson 3d   /s/ Donald J. Kirk        
 
Edward C. Johnson 3d         Donald J. Kirk            
 
                                                       
 
                                                       
 
/s/ J. Gary Burkhead         /s/ Peter S. Lynch        
 
J. Gary Burkhead             Peter S. Lynch            
 
                                                       
 
                                                       
 
/s/ Ralph F. Cox             /s/ Gerald C. McDonough   
 
Ralph F. Cox                 Gerald C. McDonough       
 
                                                       
 
                                                       
 
/s/ Phyllis Burke Davis      /s/ Edward H. Malone      
 
Phyllis Burke Davis          Edward H. Malone          
 
                                                       
 
                                                       
 
/s/ Richard J. Flynn         /s/ Marvin L. Mann        
 
Richard J. Flynn             Marvin L. Mann            
 
                                                       
 
                                                       
 
/s/ E. Bradley Jones         /s/ Thomas R. Williams    
 
E. Bradley Jones             Thomas R. Williams        
 
 
 
      The business address of the          
      members of the Board of              
      Trustees is:                         
                                           
      82 Devonshire Street                 
      Boston, MA 02109                     
 

 
 
                        NUMBER SHARES
[trust name]
[fund name]
A MASSACHUSETTS BUSINESS TRUST
ACCOUNT NO. ALPHA CODE
CUSIP #
 SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
THIS IS TO CERTIFY that 
is the owner of 
SHARES OF BENEFICIAL INTEREST IN
[TRUST NAME]
[FUND NAME]
 
hereafter called the "Trust," fully paid and nonassessable, this
Certificate and the shares represented hereby are issued and shall be held
subject to the provisions of the Declaration of Trust and By-Laws of the
Trust and all amendments thereof, copies of which are on file at the office
of the Trust, to all of which the holder, by acceptance hereof assents.
 The shares represented hereby are transferable on the books of the Trust
by the owner thereof in person or by duly authorized attorney upon
surrender of this Certificate to the Trustees properly endorsed for
transfer.
 This Certificate is executed on behalf of the Trustees and not
individually and the obligations hereof are not binding upon any of the
Trustees or shareholders individually but are binding only upon the assets
and the property of the Trust.  This Certificate is not valid unless
countersigned by the Transfer Agent.
 IN WITNESS WHEREOF, the Trustees of the [trust name], [fund name] have
caused the following facsimile signatures to be affixed to this Certificate
to be signed in its name by its proper officers.
 Dated:
 
COUNTERSIGNED:
              STATE STREET BANK AND TRUST COMPANY
                                              (BOSTON)
 
BY                                                            TRANSFER
AGENT,
 
                                                                   
AUTHORIZED SIGNATURE /s/Gary French /s/J. Gary Burkhead
 Treasurer Senior Vice President
 
 The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as
though they were written out in full according to applicable laws or
regulations:
 
<TABLE>
<CAPTION>
<S>       <C>                             <C>                        <C>                                          
TEN COM   -as tenants in common           UNIF GIFT/TRANSFMIN ACT-   __________Custodian_________                 
                                                                            (Cust)       (Minor)                  
 
TEN ENT   -as tenants by the entireties                              under Uniform Gifts/Transfer to Minors Act   
 
JT TEN    -as joint tenants with right                                                                            
            of survivorship and not as                               ___________________________________          
            tenants in common                                                                      (State)        
 
</TABLE>
 
Additional abbreviations may also be used though not in the above list.
 For value received, _________________________ hereby sell, assign and
transfer unto
PLEASE INSERT TRANSFER NUMBER
                    OF ASSIGNEE
 
 
  _________________________________________
 
__________________________________________________________________
                       Please print or typewrite name and address including
postal zip code of assignee
 
__________________________________________________________________
 
__________________________________________________________________
 
______________________________________________________________  Shares
of the beneficial interest represented by the within Certificate, and do
hereby irrevocably constitute
 
and appoint
_____________________________________________________________________
 
__________________________________________________________________
Appoint to transfer the said shares on the books of the within-named Trust
with full power of sub-
stitution in the premises.
Dated, ______________________________
   _______________________________
 
 NOTICE: The signature to this assignment must correspond with the name as
written
upon the face of the Certificate, in every particular, without alteration
or enlargement, or any
change whatever.
__________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
 

 
 
 
GENERAL DISTRIBUTION AGREEMENT
between
PLYMOUTH FUND:
PLYMOUTH GOVERNMENT SECURITIES PORTFOLIO
and
FIDELITY DISTRIBUTORS CORPORATION
 Required authorizations and approvals having been obtained, Plymouth Fund,
a Massachusetts business trust which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Plymouth
Government Securities Portfolio, a series of the Issuer, and Fidelity
Distributors Corporation, a Massachusetts corporation having its principal
place of business in Boston, Massachusetts ("Distributors"), hereby consent
pursuant to the existing General Distribution Agreement dated January 2,
1987, to an amendment in its entirety of said Agreement as of April 1,
1987, as set forth below.
 In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions:  The Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer. 
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the issuer will be sold at the
public offering price.  The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information. 
The Issuer shall in all cases receive the net asset value per share on all
sales.  If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer.  If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees. 
If a fee in connection with shareholder redemptions is in effect, the
Issuer shall collect the fee on behalf of Distributors and, unless
otherwise agreed upon by the Issuer and Distributors, Distributors shall be
entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension.  In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so.  Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer.  This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers.  This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered.  If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use. 
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.  However, all sums of
money received by the Distributor as a result of such purchases and sales
or as a result of such participation must, after reimbursement of actual
expenses of the Distributor in connection with such activity, be paid over
by the Distributor for the benefit of the Issuer.
9. Registration of Shares - The Issuer agrees that it shall take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell.  The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request.  The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issuer of its shares, (b) in connection
with the registration and qualification of shares for sale in the various
states in which the Board of Trustees of the Issuer shall determine it
advisable to qualify such shares for sales (including registering the
Issuer as a broker or dealer or any officer of the Issuer as agent or
salesman in any state), (c) of preparing, setting in type, printing and
mailing any report or other communication to shareholders of the Issuer in
their capacity as such, and (d) of preparing, setting in type, printing and
mailing Prospectuses, Statements of Additional Information and any
supplements thereto sent to existing shareholders.
 As provided in the Distribution and Service Plan adopted by the Issuer, it
is recognized by the Issuer that FMR may reimburse the Distributor for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law.  However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor.  In no case (i)
is the indemnity of the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim with a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent). 
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.  The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit.  In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them.  If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributors,
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them.  The Issuer agrees to notify the Distributor promptly of
the commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
 The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor.  In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of wilful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent).  However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph.  In the case of nay notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
toe enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendants or defendants in the suit.  In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendants or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them. 
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them.  The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1988 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.  This
Agreement shall automatically terminate in the event of its assignment.  As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended.  In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice:  if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets.  The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer.  Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer.  The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.
 IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and the Distributor has executed this instrument in its name and behalf,
and its corporate seal affixed, by one of its officers duly authorized, as
of the day and year first above written.
      PLYMOUTH FUND:
      PLYMOUTH GOVERNMENT SECURITIES PORTFOLIO
 
Attest: /s/Arthur S. Loring   By /s/J. Gary Burkhead 
      Secretary
      FIDELITY DISTRIBUTORS CORPORATION
Attest: /s/Arthur S. Loring   By /s/John F. O'Brien 
      Clerk
gd-plysec/sm

 
 
 
GENERAL DISTRIBUTION AGREEMENT
between
PLYMOUTH FUND:
PLYMOUTH AGGRESSIVE INCOME PORTFOLIO
and
FIDELITY DISTRIBUTORS CORPORATION
 Required authorizations and approvals having been obtained, Plymouth Fund,
a Massachusetts business trust which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Plymouth
Aggressive Income Portfolio, a series of the Issuer, and Fidelity
Distributors Corporation, a Massachusetts corporation having its principal
place of business in Boston, Massachusetts ("Distributors"), hereby consent
pursuant to the existing General Distribution Agreement dated January 1,
1987, to an amendment in its entirety of said Agreement as of April 1,
1987, as set forth below.
 In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions:  The Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer. 
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the issuer will be sold at the
public offering price.  The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information. 
The Issuer shall in all cases receive the net asset value per share on all
sales.  If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer.  If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension.  In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so.  Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer.  This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers.  This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered.  If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use. 
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.  However, all sums of
money received by the Distributor as a result of such purchases and sales
or as a result of such participation must, after reimbursement of actual
expenses of the Distributor in connection with such activity, be paid over
by the Distributor for the benefit of the Issuer.
9. Registration of Shares - The Issuer agrees that it shall take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell.  The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request.  The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issuer of its shares, (b) in connection
with the registration and qualification of shares for sale in the various
states in which the Board of Trustees of the Issuer shall determine it
advisable to qualify such shares for sales (including registering the
Issuer as a broker or dealer or any officer of the Issuer as agent or
salesman in any state), (c) of preparing, setting in type, printing and
mailing any report or other communication to shareholders of the Issuer in
their capacity as such, and (d) of preparing, setting in type, printing and
mailing Prospectuses, Statements of Additional Information and any
supplements thereto sent to existing shareholders.
 As provided in the Distribution and Service Plan adopted by the Issuer, it
is recognized by the Issuer that FMR may reimburse the Distributor for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law.  However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor.  In no case (i)
is the indemnity of the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim with a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent). 
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.  The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit.  In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them.  If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributors,
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them.  The Issuer agrees to notify the Distributor promptly of
the commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
 The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor.  In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of wilful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent).  However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph.  In the case of nay notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
toe enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendants or defendants in the suit.  In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendants or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them. 
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them.  The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1988 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.  This
Agreement shall automatically terminate in the event of its assignment.  As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended.  In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice:  if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets.  The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer.  Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer.  The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.
 IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and the Distributor has executed this instrument in its name and behalf,
and its corporate seal affixed, by one of its officers duly authorized, as
of the day and year first above written.
      PLYMOUTH FUND:
      PLYMOUTH AGGRESSIVE INCOME PORTFOLIO
 
Attest: /s/Arthur S. Loring   By /s/J. Gary Burkhead 
      Secretary
      FIDELITY DISTRIBUTORS CORPORATION
Attest: /s/Arthur S. Loring   By /s/John F. O'Brien 
      Clerk
gd-plagg/sm

 
 
 
GENERAL DISTRIBUTION AGREEMENT
between
PLYMOUTH FUND:
PLYMOUTH INCOME & GROWTH PORTFOLIO
and
FIDELITY DISTRIBUTORS CORPORATION
 Required authorizations and approvals having been obtained, Plymouth Fund,
a Massachusetts business trust which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Plymouth Income &
Growth Portfolio, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors"), hereby consent pursuant
to the existing General Distribution Agreement dated January 1, 1987, to an
amendment in its entirety of said Agreement as of April 1, 1987, as set
forth below.
 In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions:  The Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer. 
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the issuer will be sold at the
public offering price.  The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information. 
The Issuer shall in all cases receive the net asset value per share on all
sales.  If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer.  If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension.  In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so.  Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer.  This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers.  This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered.  If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use. 
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.  However, all sums of
money received by the Distributor as a result of such purchases and sales
or as a result of such participation must, after reimbursement of actual
expenses of the Distributor in connection with such activity, be paid over
by the Distributor for the benefit of the Issuer.
9. Registration of Shares - The Issuer agrees that it shall take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell.  The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request.  The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issuer of its shares, (b) in connection
with the registration and qualification of shares for sale in the various
states in which the Board of Trustees of the Issuer shall determine it
advisable to qualify such shares for sales (including registering the
Issuer as a broker or dealer or any officer of the Issuer as agent or
salesman in any state), (c) of preparing, setting in type, printing and
mailing any report or other communication to shareholders of the Issuer in
their capacity as such, and (d) of preparing, setting in type, printing and
mailing Prospectuses, Statements of Additional Information and any
supplements thereto sent to existing shareholders.
 As provided in the Distribution and Service Plan adopted by the Issuer, it
is recognized by the Issuer that FMR may reimburse the Distributor for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law.  However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor.  In no case (i)
is the indemnity of the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim with a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent). 
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.  The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit.  In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them.  If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributors,
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them.  The Issuer agrees to notify the Distributor promptly of
the commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
 The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor.  In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of wilful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent).  However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph.  In the case of nay notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
toe enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendants or defendants in the suit.  In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendants or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them. 
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them.  The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1988 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.  This
Agreement shall automatically terminate in the event of its assignment.  As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended.  In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice:  if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets.  The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer.  Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer.  The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.
 IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and the Distributor has executed this instrument in its name and behalf,
and its corporate seal affixed, by one of its officers duly authorized, as
of the day and year first above written.
      PLYMOUTH FUND:
      PLYMOUTH INCOME & GROWTH PORTFOLIO
 
Attest: /s/Arthur S. Loring   By /s/J. Gary Burkhead 
      Secretary
      FIDELITY DISTRIBUTORS CORPORATION
Attest: /s/Arthur S. Loring   By /s/John F. O'Brien 
      Clerk
gd-pi&g/sm

 
 
 
GENERAL DISTRIBUTION AGREEMENT
between
PLYMOUTH SHORT-TERM BOND PORTFOLIO
and
FIDELITY DISTRIBUTORS CORPORATION
 AGREEMENT made this 1st day of September, 1987, by and between Plymouth
Fund, a Massachusetts business trust which may issue one or more series of
shares of beneficial interest ("Issuer"), with respect to shares of
Plymouth Short-Term Bond Portfolio, a series of the Issuer, and Fidelity
Distributors Corporation, a Massachusetts corporation ("Distributor"),
having its principal place of business in Boston, Massachusetts.
 In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions:  The Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer. 
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the issuer will be sold at the
public offering price.  The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information. 
The Issuer shall in all cases receive the net asset value per share on all
sales.  If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension.  In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so.  Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer.  This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers.  This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered.  If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use. 
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.  However, all sums of
money received by the Distributor as a result of such purchases and sales
or as a result of such participation must, after reimbursement of actual
expenses of the Distributor in connection with such activity, be paid over
by the Distributor for the benefit of the Issuer.
9. Registration of Shares - The Issuer agrees that it shall take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell.  The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request.  The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issuer of its shares, (b) in connection
with the registration and qualification of shares for sale in the various
states in which the Board of Trustees of the Issuer shall determine it
advisable to qualify such shares for sales (including registering the
Issuer as a broker or dealer or any officer of the Issuer as agent or
salesman in any state), (c) of preparing, setting in type, printing and
mailing any report or other communication to shareholders of the Issuer in
their capacity as such, and (d) of preparing, setting in type, printing and
mailing Prospectuses, Statements of Additional Information and any
supplements thereto sent to existing shareholders.  As provided in the
Distribution and Service Plan adopted by the Issuer, it is recognized by
the Issuer that FMR may reimburse the Distributor for any direct expenses
incurred in the distribution of shares of the Issuer from any source
available to it, including advisory and service fees paid to it by the
Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law.  However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor.  In no case (i)
is the indemnity of the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim with a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent). 
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.  The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit.  In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them.  If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributors,
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them.  The Issuer agrees to notify the Distributor promptly of
the commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
 The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor.  In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of wilful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent).  However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph.  In the case of nay notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
toe enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendants or defendants in the suit.  In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendants or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them. 
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them.  The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1988 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.  This
Agreement shall automatically terminate in the event of its assignment.  As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended.  In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice:  if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets.  The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer.  Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer.  The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.
 IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and the Distributor has executed this instrument in its name and behalf,
and its corporate seal affixed, by one of its officers duly authorized, as
of the day and year first above written.
       PLYMOUTH FUND
         on behalf of Plymouth Short-Term
            Bond Portfolio
Attest: /s/Arthur S. Loring    By /s/J. Gary Burkhead 
      Secretary     
       FIDELITY DISTRIBUTORS CORPORATION
Attest: /s/Arthur S. Loring    By /s/John F. O'Brien 
      Clerk
gd-plst/mm

 
 
 
GENERAL DISTRIBUTION AGREEMENT
between
PLYMOUTH FUND:
PLYMOUTH GROWTH OPPORTUNITIES PORTFOLIO
and
FIDELITY DISTRIBUTORS CORPORATION
 AGREEMENT made this 1st day of November, 1987 by and between Plymouth
Fund, a Massachusetts business trust which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Plymouth Growth
Opportunities Portfolio, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").
 In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions:  The Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer. 
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the issuer will be sold at the
public offering price.  The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information. 
The Issuer shall in all cases receive the net asset value per share on all
sales.  If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension.  In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so.  Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer.  This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers.  This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered.  If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use. 
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.  However, all sums of
money received by the Distributor as a result of such purchases and sales
or as a result of such participation must, after reimbursement of actual
expenses of the Distributor in connection with such activity, be paid over
by the Distributor for the benefit of the Issuer.
9. Registration of Shares - The Issuer agrees that it shall take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell.  The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request.  The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issuer of its shares, (b) in connection
with the registration and qualification of shares for sale in the various
states in which the Board of Trustees of the Issuer shall determine it
advisable to qualify such shares for sales (including registering the
Issuer as a broker or dealer or any officer of the Issuer as agent or
salesman in any state), (c) of preparing, setting in type, printing and
mailing any report or other communication to shareholders of the Issuer in
their capacity as such, and (d) of preparing, setting in type, printing and
mailing Prospectuses, Statements of Additional Information and any
supplements thereto sent to existing shareholders.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law.  However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor.  In no case (i)
is the indemnity of the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim with a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent). 
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.  The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit.  In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them.  If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributors,
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them.  The Issuer agrees to notify the Distributor promptly of
the commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
 The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor.  In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of wilful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent).  However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph.  In the case of nay notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
toe enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendants or defendants in the suit.  In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendants or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them. 
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them.  The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1988 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.  This
Agreement shall automatically terminate in the event of its assignment.  As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended.  In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice:  if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets.  The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer.  Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer.  The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.
 IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and the Distributor has executed this instrument in its name and behalf,
and its corporate seal affixed, by one of its officers duly authorized, as
of the day and year first above written.
      PLYMOUTH FUND:
        PLYMOUTH GROWTH OPPORTUNITIES PORTFOLIO
Attest: /s/Arthur S. Loring   By /s/J. Gary Burkhead 
      Secretary
      FIDELITY DISTRIBUTORS CORPORATION
Attest: /s/Arthur S. Loring   By /s/John F. O'Brien 
      Clerk
gd-plgo/dl

 
 
AMENDMENT TO GENERAL DISTRIBUTION AGREEMENT
 Effective January 1, 1988, Paragraph 8 of the General Distribution
Agreement between each of the funds or portfolios indicated on the attached
Schedule A shall be amended to read in full as follows:
 1. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.
Signed on behalf of each of the funds or portfolios identified on Schedule
A.
   On Behalf of Each of the Funds
   or Portfolios:
Attest:/s/Arthur S. Loring  By: /s/J. Gary Burkhead
           Secretary
 
   FIDELITY DISTRIBUTORS CORPORATION:
 
 
 
Attest:/s/Arthur S. Loring  By: /s/John F. O'Brien
           Secretary
SCHEDULE A
California Tax-Free Fund:
 High Yield Portfolio
 Money Market Portfolio
 Insured Portfolio
 
Fidelity Capital Trust:
 Fidelity Capital Appreciation Fund
 Fidelity Value Fund
 
Fidelity Cash Reserves
 
Fidelity Charles Street Trust:
 Fidelity U.S. Government Reserves
 Fidelity Stock Index Fund
 
Fidelity Contrafund
 
Fidelity Corporate Trust:
 ARP (Adjustable-Rate Preferred Portfolio)
 APP (Auction Preferred Portfolio)
 
Fidelity Court Street Trust:
 Fidelity High Yield Municipals
 Fidelity Connecticut Tax-Free Portfolio
 Fidelity New Jersey Tax-Free High Yield Portfolio
 Fidelity New Jersey Tax-Free Money Market Portfolio
 Fidelity Colorado Tax-Free Portfolio
 Fidelity North Carolina Tax-Free Portfolio
 Fidelity Virginia Tax-Free Portfolio
 Fidelity Georgia Tax-Free Portfolio
 Fidelity Maryland Tax-Free Portfolio
 Fidelity Missouri Tax-Free Portfolio
 
Fidelity Daily income Trust
 
Daily Money Fund:
 Money Market Portfolio
 U.S. Treasury Portfolio
 
Daily Tax-Exempt Money Fund
 
Fidelity Devonshire Trust:
 Fidelity Equity-Income Fund
 Fidelity Real Estate Investment Portfolio
 Fidelity Utilities Income Fund
 
Equity Portfolio: Growth
 
Equity Portfolio: Income
 
Fidelity Fund
 
Fidelity Financial Trust:
 Fidelity Convertible Securities
 Fidelity Freedom Fund
 
Financial Reserves Fund
 
Fidelity Fixed-Income Trust:
 Fidelity Flexible Bond Portfolio
 Fidelity Short-Term Bond Portfolio
 
Fidelity Government Securities fund (a limited partnership)
 
Fidelity Growth Company Fund
 
Fidelity High Income Fund
 
Fidelity Income Fund:
 Fidelity Ginnie Mae Portfolio
 Fidelity Mortgage Securities Portfolio
 
Income Portfolios:
 GNMA Series
 Limited Term Series
 Short Fixed-Income Series
 Short Government Series
 Short-Intermediate Fixed-Income Series
 Variable Rate Series
 Yield Plus Series
 Liquid Assets Series
 State and Local Asset Management Series:
   Government Money Market Portfolio
   Government Bond Portfolio
   The California Portfolio
 
Fidelity Institutional Cash Portfolios:
 Money Market Portfolio
 U.S. Government Portfolio
 U.S. Treasury Portfolio
 U.S. Treasury Portfolio II
 Domestic Money Market Portfolio
 
Fidelity Institutional Tax-Exempt Cash Portfolios
 
Fidelity Institutional Trust
 Fidelity U.S. Equity Index Portfolio
 Fidelity U.S. Bond Index Portfolio
 
Fidelity Intermediate Bond Fund
 
 
Fidelity Investment Trust:
 Fidelity Europe Fund
 Fidelity Global Bond Fund
 Fidelity International Growth & Income Fund
 Fidelity Overseas Fund
 Fidelity Pacific Basin Fund
 Fidelity Canada Fund
 Fidelity United Kingdom Fund
 
Fidelity Limited Term Municipals
 
Fidelity Magellan Fund
 
Fidelity Massachusetts Tax-Free:
 Money Market Portfolio
 High Yield Portfolio
 
Fidelity Money Market Trust:
 Domestic Money Market Portfolio
 U.S. Government Portfolio
 U.S. Treasury Portfolio
 
Fidelity Municipal Trust:
 Fidelity Aggressive Tax-Free Portfolio
 Fidelity Insured Tax-Free Portfolio
 Fidelity Municipal Bond Portfolio
 Fidelity Pennsylvania Tax-Free High Yield Portfolio
 Fidelity Pennsylvania Tax-Free Money Market Portfolio
 Fidelity Ohio Tax-Free Portfolio
 Fidelity Michigan Tax-Free Portfolio
 Fidelity Minnesota Tax-Free Portfolio
 Fidelity Short-Term Tax-Free Portfolio
 Fidelity Texas Tax-Free Portfolio
 
The North Carolina Cash Management Trust:
 Cash Portfolio
 Term Portfolio
 
Fidelity New York Tax-Free Fund:
 High Yield Portfolio
 Insured Portfolio
 Money Market Portfolio
 Short-Term Portfolio
 
Fidelity New Jersey Tax-Free Portfolio, L.P.
 
Plymouth Fund:
 Plymouth Aggressive Income Portfolio
 Plymouth Government Securities Portfolio
 Plymouth Growth Opportunities Portfolio
 Plymouth Income & Growth Portfolio
 Plymouth Short-Term Bond Portfolio
 
Plymouth Investment Series:
 Plymouth High Income Municipal Portfolio
 Plymouth Global Natural Resources Portfolio
 
Plymouth Securities Trust:
 Plymouth Market Access Plus:
    Bull Value Portfolio
Plymouth Market Access Plus:
    Bear Value Portfolio
 
Fidelity Puritan Trust:
 Fidelity Balanced Fund
 Fidelity Puritan Fund
 
Fidelity Qualified Dividend Fund
 
Fidelity Securities Fund:
 Fidelity Growth & Income Portfolio
 Fidelity OTC Portfolio
 Fidelity Blue Chip Fund
 
Fidelity Select Portfolios:
 Air Transportation Portfolio
 American Gold Portfolio
 Automation and Machinery Portfolio
 Automotive Portfolio
 Biotechnology Portfolio
 Broadcast and Media Portfolio
 Brokerage and Investment Management Portfolio
 Capital Goods Portfolio
 Chemicals Portfolio
 Computers Portfolio
 Defense and Aerospace Portfolio
 Electric Utilities Portfolio
 Electronics Portfolio
 Energy Portfolio
 Energy Service Portfolio
 Financial Services Portfolio
 Food and Agriculture Portfolio
 Health Care Portoflio
 Health Care Delivery Portfolio (name changed to Medical Delivery
 Housing Portfolio        Portfolio on 7/10/87)
 Industrial Materials Portfolio
 Leisure Portfolio
 life Insurance Portfolio
 Money Market Portfolio
 Paper and Forest Products Portfolio
 Precious Metals and Minerals Portfolio
 Property and Casualty Insurance Portfolio
 Regional Banks Portfolio
 Restaurant Industry Portfolio
Fidelity Select Portfolios (cont.)
 Retailing Portfolio
 Savings and Loan Portfolio
 Software and Computer Services Portfolio
 Technology Portfolio
 Telecommunications Portfolio
 Transportation Portfolio
 Utilities Portfolio
 
Fidelity Special Situations Fund
 
Tax-Exempt Portfolios:
 Limited Term Series
 Short-Term Intermediate Series
 
Fidelity Tax-Exempt Money Market Trust
 
Fidelity Trend Fund
 
Fidelity U.S. Treasury Money Market Fund, L.P.
 
Variable Insurance Products Fund:
 Equity-Income Portfolio
 Growth Portfolio
 High Income Portfolio
 Money Market Portfolio
 Overseas Portfolio
 
Fidelity U.S. Investments -
 Government Securities Fund, L.P.
 Bond Fund, L.P.
 
Zero Coupon Bond Fund;
 The 1993 Portfolio
 The 1998 Portfolio
 The 2003 Portfolio
 
 
 
 
 
SECFIL2
 

 
 
 
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Prospectuses
and Statements of Additional Information in Post-Effective Amendment No.27
to the Registration Statement on Form N-1A of Fidelity Advisor Series II:
Fidelity Advisor Government Investment Fund, Fidelity Advisor Growth
Opportunities Fund, Fidelity Advisor High Yield Fund, Fidelity Advisor
Income & Growth Fund, and Fidelity Advisor Short Fixed-Income Fund  of our
reports dated December 6, 1994 relating to the financial statements and
financial highlights included in the October 31, 1994 Annual Reports to
Shareholders of Fidelity Advisor Government Investment Fund, Fidelity
Advisor Growth Opportunities Fund, Fidelity Advisor High Yield Fund,
Fidelity Advisor Income & Growth Fund, and Fidelity Advisor Short
Fixed-Income Fund.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditor" in the Statements
of Additional Information.  
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 20, 1995

 
 
 
           
           June 16, 1995
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Government Investment Fund
Institutional Class Shares
 1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act") for
Institutional Class Shares of  ("Institutional Class"), a class of shares
of Fidelity Advisor Government Investment Fund (the "Fund"), a series of
Fidelity Advisor Series II  (the "Trust").
 2. The Trust has entered into a General Distribution Agreement on behalf
of the Fund with Fidelity Distributors Corporation (the "Distributor")
under which the Distributor uses all reasonable efforts, consistent with
its other business, to secure purchasers for the Fund's shares of
beneficial interest ("Shares").  Under the agreement, the Distributor pays
the expenses of printing and distributing any prospectuses, reports and
other literature used by the Distributor, advertising, and other
promotional activities in connection with the offering of Shares of the
Fund for sale to the public.  It is understood that the Adviser may
reimburse the Distributor for these expenses from any source available to
it, including management fees paid to it by the Fund.
 3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of Shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Fund, processing shareholder transactions and providing such other
shareholder services as the Trust may reasonably request.
 4. The Fund will not make separate payments as a result of this Plan to
the Adviser, Distributor or any other party, it being recognized that the
Fund presently pays, and will continue to pay, a management fee to the
Adviser.  To the extent that any payments made by the Fund to the Adviser,
including payment of management fees, should be deemed to be indirect
financing of any activity primarily intended to result in the sale of
Shares of the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
 5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Fund" (as defined in the Act), the
plan having been approved by a vote of a majority of the Trustees of the
Trust, including a majority of Trustees who are not "interested persons" of
the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
 6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until June 30 1996, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Trust,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan.  This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Fund to finance any activity
primarily intended to result in the sale of Shares of the Fund, to increase
materially the amount spent by the Fund for distribution, or any amendment
of the Management Contract to increase the amount to be paid by the Fund
thereunder shall be effective only upon approval by a vote of a majority of
the outstanding voting securities of the Fund, and (b) any material
amendments of this Plan shall be effective only upon approval in the manner
provided in the first sentence in this paragraph.
 7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Fund.
 8. During the existence of this Plan, the Trust shall require the Adviser
and/or Distributor to provide the Trust, for review by the Trust's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of Shares of the Fund (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
 9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of Shares of the Fund.
 10. Consistent with the limitation of shareholder liability as set forth
in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to this
Plan shall be limited in all cases to Institutional Class and its assets
and shall not constitute an obligation of any shareholder of the Trust or
of any other class of the Fund, series of the Trust or class of such
series.
 11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.

 
 
 
           
           June 16, 1995
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Growth Opportunities Fund
Institutional Class Shares
 1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act") for
Institutional Class Shares of Fidelity Advisor Growth Opportunities Fund 
("Institutional Class"), a class of shares of Fidelity Advisor Growth
Opportunities Fund (the "Fund"), a series of Fidelity Advisor Series II
(the "Trust").
 2. The Trust has entered into a General Distribution Agreement on behalf
of the Fund with Fidelity Distributors Corporation (the "Distributor")
under which the Distributor uses all reasonable efforts, consistent with
its other business, to secure purchasers for the Fund's shares of
beneficial interest ("Shares").  Under the agreement, the Distributor pays
the expenses of printing and distributing any prospectuses, reports and
other literature used by the Distributor, advertising, and other
promotional activities in connection with the offering of Shares of the
Fund for sale to the public.  It is understood that the Adviser may
reimburse the Distributor for these expenses from any source available to
it, including management fees paid to it by the Fund.
 3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of Shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Fund, processing shareholder transactions and providing such other
shareholder services as the Trust may reasonably request.
 4. The Fund will not make separate payments as a result of this Plan to
the Adviser, Distributor or any other party, it being recognized that the
Fund presently pays, and will continue to pay, a management fee to the
Adviser.  To the extent that any payments made by the Fund to the Adviser,
including payment of management fees, should be deemed to be indirect
financing of any activity primarily intended to result in the sale of
Shares of the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
 5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Fund" (as defined in the Act), the
plan having been approved by a vote of a majority of the Trustees of the
Trust, including a majority of Trustees who are not "interested persons" of
the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
 6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until July 31, 1996, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Trust,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan.  This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Fund to finance any activity
primarily intended to result in the sale of Shares of the Fund, to increase
materially the amount spent by the Fund for distribution, or any amendment
of the Management Contract to increase the amount to be paid by the Fund
thereunder shall be effective only upon approval by a vote of a majority of
the outstanding voting securities of the Fund, and (b) any material
amendments of this Plan shall be effective only upon approval in the manner
provided in the first sentence in this paragraph.
 7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Fund.
 8. During the existence of this Plan, the Trust shall require the Adviser
and/or Distributor to provide the Trust, for review by the Trust's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of Shares of the Fund (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
 9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of Shares of the Fund.
 10. Consistent with the limitation of shareholder liability as set forth
in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to this
Plan shall be limited in all cases to Institutional Class and its assets
and shall not constitute an obligation of any shareholder of the Trust or
of any other class of the Fund, series of the Trust or class of such
series.
 11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.

 
 
 
           
           June 16, 1995
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor High Yield Fund
Institutional Class Shares
 1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act") for
Institutional Class Shares of Fidelity Advisor High Yield Fund
("Institutional Class"), a class of shares of Fidelity Advisor High Yield
Fund  (the "Fund"), a series of Fidelity Advisor Series II  (the "Trust").
 2. The Trust has entered into a General Distribution Agreement on behalf
of the Fund with Fidelity Distributors Corporation (the "Distributor")
under which the Distributor uses all reasonable efforts, consistent with
its other business, to secure purchasers for the Fund's shares of
beneficial interest ("Shares").  Under the agreement, the Distributor pays
the expenses of printing and distributing any prospectuses, reports and
other literature used by the Distributor, advertising, and other
promotional activities in connection with the offering of Shares of the
Fund for sale to the public.  It is understood that the Adviser may
reimburse the Distributor for these expenses from any source available to
it, including management fees paid to it by the Fund.
 3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of Shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Fund, processing shareholder transactions and providing such other
shareholder services as the Trust may reasonably request.
 4. The Fund will not make separate payments as a result of this Plan to
the Adviser, Distributor or any other party, it being recognized that the
Fund presently pays, and will continue to pay, a management fee to the
Adviser.  To the extent that any payments made by the Fund to the Adviser,
including payment of management fees, should be deemed to be indirect
financing of any activity primarily intended to result in the sale of
Shares of the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
 5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Fund" (as defined in the Act), the
plan having been approved by a vote of a majority of the Trustees of the
Trust, including a majority of Trustees who are not "interested persons" of
the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
 6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until  June 30 1996, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Trust,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan.  This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Fund to finance any activity
primarily intended to result in the sale of Shares of the Fund, to increase
materially the amount spent by the Fund for distribution, or any amendment
of the Management Contract to increase the amount to be paid by the Fund
thereunder shall be effective only upon approval by a vote of a majority of
the outstanding voting securities of the Fund, and (b) any material
amendments of this Plan shall be effective only upon approval in the manner
provided in the first sentence in this paragraph.
 7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Fund.
 8. During the existence of this Plan, the Trust shall require the Adviser
and/or Distributor to provide the Trust, for review by the Trust's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of Shares of the Fund (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
 9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of Shares of the Fund.
 10. Consistent with the limitation of shareholder liability as set forth
in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to this
Plan shall be limited in all cases to Institutional Class and its assets
and shall not constitute an obligation of any shareholder of the Trust or
of any other class of the Fund, series of the Trust or class of such
series.
 11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.

 
 
 
           
           June 16, 1995
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Income & Growth Fund
Institutional Class Shares
 1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act") for
Institutional Class Shares of Fidelity Advisor Income & Growth Fund
("Institutional Class"), a class of shares of Fidelity Advisor Income &
Growth Fund (the "Fund"), a series of Fidelity Advisor Series II (the
"Trust").
 2. The Trust has entered into a General Distribution Agreement on behalf
of the Fund with Fidelity Distributors Corporation (the "Distributor")
under which the Distributor uses all reasonable efforts, consistent with
its other business, to secure purchasers for the Fund's shares of
beneficial interest ("Shares").  Under the agreement, the Distributor pays
the expenses of printing and distributing any prospectuses, reports and
other literature used by the Distributor, advertising, and other
promotional activities in connection with the offering of Shares of the
Fund for sale to the public.  It is understood that the Adviser may
reimburse the Distributor for these expenses from any source available to
it, including management fees paid to it by the Fund.
 3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of Shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Fund, processing shareholder transactions and providing such other
shareholder services as the Trust may reasonably request.
 4. The Fund will not make separate payments as a result of this Plan to
the Adviser, Distributor or any other party, it being recognized that the
Fund presently pays, and will continue to pay, a management fee to the
Adviser.  To the extent that any payments made by the Fund to the Adviser,
including payment of management fees, should be deemed to be indirect
financing of any activity primarily intended to result in the sale of
Shares of the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
 5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Fund" (as defined in the Act), the
plan having been approved by a vote of a majority of the Trustees of the
Trust, including a majority of Trustees who are not "interested persons" of
the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
 6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until July 31, 1996, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Trust,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan.  This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Fund to finance any activity
primarily intended to result in the sale of Shares of the Fund, to increase
materially the amount spent by the Fund for distribution, or any amendment
of the Management Contract to increase the amount to be paid by the Fund
thereunder shall be effective only upon approval by a vote of a majority of
the outstanding voting securities of the Fund, and (b) any material
amendments of this Plan shall be effective only upon approval in the manner
provided in the first sentence in this paragraph.
 7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Fund.
 8. During the existence of this Plan, the Trust shall require the Adviser
and/or Distributor to provide the Trust, for review by the Trust's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of Shares of the Fund (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
 9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of Shares of the Fund.
 10. Consistent with the limitation of shareholder liability as set forth
in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to this
Plan shall be limited in all cases to Institutional Class and its assets
and shall not constitute an obligation of any shareholder of the Trust or
of any other class of the Fund, series of the Trust or class of such
series.
 11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.

 
 
 
           
           June 16, 1995
DISTRIBUTION AND SERVICE PLAN
Fidelity Advisor Short Fixed-Income Fund
Institutional Class Shares
 1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act") for
Institutional Class Shares of Fidelity Advisor Short Fixed-Income Fund 
("Institutional Class"), a class of shares of Fidelity Advisor Short
Fixed-Income Fund (the "Fund"), a series of Fidelity Advisor Series II (the
"Trust").
 2. The Trust has entered into a General Distribution Agreement on behalf
of the Fund with Fidelity Distributors Corporation (the "Distributor")
under which the Distributor uses all reasonable efforts, consistent with
its other business, to secure purchasers for the Fund's shares of
beneficial interest ("Shares").  Under the agreement, the Distributor pays
the expenses of printing and distributing any prospectuses, reports and
other literature used by the Distributor, advertising, and other
promotional activities in connection with the offering of Shares of the
Fund for sale to the public.  It is understood that the Adviser may
reimburse the Distributor for these expenses from any source available to
it, including management fees paid to it by the Fund.
 3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of Shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Fund, processing shareholder transactions and providing such other
shareholder services as the Trust may reasonably request.
 4. The Fund will not make separate payments as a result of this Plan to
the Adviser, Distributor or any other party, it being recognized that the
Fund presently pays, and will continue to pay, a management fee to the
Adviser.  To the extent that any payments made by the Fund to the Adviser,
including payment of management fees, should be deemed to be indirect
financing of any activity primarily intended to result in the sale of
Shares of the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
 5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Fund" (as defined in the Act), the
plan having been approved by a vote of a majority of the Trustees of the
Trust, including a majority of Trustees who are not "interested persons" of
the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
 6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until  June 30 1996, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Trust,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan.  This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Fund to finance any activity
primarily intended to result in the sale of Shares of the Fund, to increase
materially the amount spent by the Fund for distribution, or any amendment
of the Management Contract to increase the amount to be paid by the Fund
thereunder shall be effective only upon approval by a vote of a majority of
the outstanding voting securities of the Fund, and (b) any material
amendments of this Plan shall be effective only upon approval in the manner
provided in the first sentence in this paragraph.
 7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Fund.
 8. During the existence of this Plan, the Trust shall require the Adviser
and/or Distributor to provide the Trust, for review by the Trust's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of Shares of the Fund (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
 9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of Shares of the Fund.
 10. Consistent with the limitation of shareholder liability as set forth
in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to this
Plan shall be limited in all cases to Institutional Class and its assets
and shall not constitute an obligation of any shareholder of the Trust or
of any other class of the Fund, series of the Trust or class of such
series.
 11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.

 
 
Exhibit 16__
SCHEDULE FOR COMPUTATION OF PERFORMANCE CALCULATIONS
CUMULATIVE TOTAL RETURNS and their income and capital components are
described in the fund's Statement of Additional Information, and are based
on the net asset values, dividends, capital gain distributions, and
reinvestment prices of the historical period covered.
AVERAGE ANNUAL RETURNS are calculated according to the following formula:
Average Annual Return = [(1 + Cumulative Return)1/n] - 1
[where n = the number of years in the base period]
Included in this exhibit is a chart showing the data used to calculate the
30-Day Yield as of the fund's fiscal year end.
The 30-DAY YIELD is calculated according to the methods prescribed in Form
N-1A Item 22(b)(ii).
          30-Day Total Net Income
30-Day Yield = 2[(--------------------------------------------------) + 1)6
- - 1]
  (30-Day Average Shares Outstanding)(Prior Day Price)
The TAX EQUIVALENT YIELD is calculated by the formula as follows:
Tax Equivalent Yield = (yield) / (1-[tax rate])
[where the tax rate is expressed in decimal notation (i.e. 28% = 0.28)]
For any municipal portfolio that invests a portion of its assets in
obligations subject to state taxes, the tax equivalent yield is adjusted to
reflect these investments.
Advisor Government Investment Fund
 
EXHIBIT 16__
SCHEDULE FOR THE COMPUTATION OF MOVING AVERAGES
Advisor Growth Opportunities
The 13-week and 39-week moving averages are long-term or weekly moving
averages. As such, they are based upon the closing adjusted NAV (presented
here) on the last business day of each week for the past 13 and 39 weeks
through the last business day of the week closest to the fund's fiscal year
end.
Adjusted Net Asset Value:
  Following Day Dividend + Following Day Capital Gains
Current Day Factor =  [---------------------------------------------- + 1]
(Following Day Factor)
    Following Day NAV
Where:
 Following Day Factor = 1.0 until the day preceding the first distribution.
   Current Day NAV
  Adjusted NAV =   ---------------
   Current Day Factor
13-week Moving Average is calculated as follows:
Sum of the end-of-week Adjusted Navs for the time period
13
39-week Moving Average is calculated as follows:
Sum of the end-of-week Adjusted NAVs for the time period
39
39 Week Moving Averages
 
<TABLE>
<CAPTION>
<S>   <C>                                                                          
          Name:        Fidelity Advisor Government Investment Portfolio (16        
 
          Notes:       Name changed from Plymouth Government Securities on         
 
          Load:          0.9525                                                    
 
          Redemption:                                                              
 
          FiscYear:      31-Oct                                                    
 
                                Reinvest                Cum        Total           
 
          Pay-date     X-Date     NAV     MonthEnd     Shares      Value           
 
                                                                                   
 
                                     1.00 07-Jan-87     952.500       9525         
 
                                     1.00    Jan-87     952.500       9496         
 
                                     1.00    Feb-87     952.500       9477         
 
                                     1.00    Mar-87     952.500       9382         
 
                                     1.00    Apr-87     952.500       8992         
 
                                     1.00    May-87     952.500       8896         
 
                                     1.00    Jun-87     952.500       8954         
 
                                     1.00    Jul-87     952.500       8906         
 
                                     1.00    Aug-87     952.500       8792         
 
                                     1.00    Sep-87     952.500       8553         
 
                                     1.00    Oct-87     952.500       8763         
 
                                     1.00    Nov-87     952.500       8773         
 
                                     1.00    Dec-87     952.500       8792         
 
                                     1.00    Jan-88     952.500       9001         
 
                                     1.00    Feb-88     952.500       9039         
 
                                     1.00    Mar-88     952.500       8925         
 
                                     1.00    Apr-88     952.500       8811         
 
                                     1.00    May-88     952.500       8696         
 
                                     1.00    Jun-88     952.500       8811         
 
                                     1.00    Jul-88     952.500       8734         
 
                                     1.00    Aug-88     952.500       8668         
 
                                     1.00    Sep-88     952.500       8753         
 
                                     1.00    Oct-88     952.500       8820         
 
                                     1.00    Nov-88     952.500       8687         
 
                                     1.00    Dec-88     952.500       8620         
 
                                     1.00    Jan-89     952.500       8658         
 
                                     1.00    Feb-89     952.500       8573         
 
                                     1.00    Mar-89     952.500       8534         
 
                                     1.00    Apr-89     952.500       8611         
 
                                     1.00    May-89     952.500       8715         
 
                                     1.00    Jun-89     952.500       8849         
 
                                     1.00    Jul-89     952.500       8925         
 
                                     1.00    Aug-89     952.500       8773         
 
                                     1.00    Sep-89     952.500       8763         
 
                                     1.00    Oct-89     952.500       8868         
 
                                     1.00    Nov-89     952.500       8877         
 
                                     1.00    Dec-89     952.500       8858         
 
                                     1.00    Jan-90     952.500       8706         
 
                                     1.00    Feb-90     952.500       8677         
 
                                     1.00    Mar-90     952.500       8630         
 
                                     1.00    Apr-90     952.500       8496         
 
                                     1.00    May-90     952.500       8687         
 
                                     1.00    Jun-90     952.500       8753         
 
                                     1.00    Jul-90     952.500       8801         
 
                                     1.00    Aug-90     952.500       8687         
 
                                     1.00    Sep-90     952.500       8687         
 
                                     1.00    Oct-90     952.500       8715         
 
                                     1.00    Nov-90     952.500       8811         
 
                                     1.00    Dec-90     952.500       8868         
 
                                     1.00    Jan-91     952.500       8906         
 
                                     1.00    Feb-91     952.500       8925         
 
                                     1.00    Mar-91     952.500       8906         
 
                                     1.00    Apr-91     952.500       8925         
 
                                     1.00    May-91     952.500       8915         
 
                                     1.00    Jun-91     952.500       8858         
 
                                     1.00    Jul-91     952.500       8906         
 
                                     1.00    Aug-91     952.500       8992         
 
                                     1.00    Sep-91     952.500       9106         
 
                                     1.00    Oct-91     952.500       9134         
 
                                     1.00    Nov-91     952.500       9134         
 
                                     1.00    Dec-91     952.500       9373         
 
                                     1.00    Jan-92     952.500       9192         
 
                                     1.00    Feb-92     952.500       9182         
 
                                     1.00    Mar-92     952.500       9068         
 
                                     1.00    Apr-92     952.500       9068         
 
                                     1.00    May-92     952.500       9182         
 
                                     1.00    Jun-92     952.500       9258         
 
                                     1.00    Jul-92     952.500       9363         
 
                                     1.00    Aug-92     952.500       9392         
 
                                     1.00    Sep-92     952.500       9430         
 
                                     1.00    Oct-92     952.500       9268         
 
                                     1.00    Nov-92     952.500       9249         
 
                07-Dec   04-Dec      9.57    Dec-92     952.500       9163         
 
                                     1.00    Jan-93     952.500       9277         
 
                                     1.00    Feb-93     952.500       9401         
 
                                     1.00    Mar-93     952.500       9411         
 
                                     1.00    Apr-93     952.500       9439         
 
                                     1.00    May-93     952.500       9401         
 
                                     1.00    Jun-93     952.500       9544         
 
                                     1.00    Jul-93     952.500       9554         
 
                                     1.00    Aug-93     952.500       9668         
 
                                     1.00    Sep-93     952.500       9639         
 
                                     1.00    Oct-93     952.500       9658         
 
                                     1.00    Nov-93     952.500       9468         
 
                06-Dec   03-Dec      9.82    Dec-93     952.500       9335         
 
                                     1.00    Jan-94     952.500       9458         
 
                                     1.00    Feb-94     952.500       9201         
 
                                     1.00    Mar-94     952.500       8887         
 
                                     1.00    Apr-94     952.500       8763         
 
                                     1.00    May-94     952.500       8734         
 
                                     1.00    Jun-94     952.500       8668         
 
                                     1.00    Jul-94     952.500       8820         
 
                                     1.00    Aug-94     952.500       8773         
 
                                     1.00    Sep-94     952.500       8601         
 
                                     1.00    Oct-94     952.500       8534         
 
          7)                                                                       
 
          01/29/92. Load changed from 4% on 01/29/92.Fund # changed from 217       
 
                                                                                   
 
                                                                                   
 
                                                          Value of                 
 
                                           Rep   Dividend Reinvst  Cap Gain        
 
              DIV     CGLONG   CGSHORT     NAV   Shares   Div      Shares          
 
                                                                                   
 
                                           10.00                                   
 
          0.050543000                       9.97     4.83       48     0.00        
 
          0.053623000                       9.95     9.99       99     0.00        
 
          0.056162000                       9.85    15.48      152     0.00        
 
          0.058885000                       9.44    21.51      203     0.00        
 
          0.061141000                       9.34    27.89      260     0.00        
 
          0.065646000                       9.40    34.74      327     0.00        
 
          0.067966000                       9.35    41.91      392     0.00        
 
          0.067290000                       9.23    49.16      454     0.00        
 
          0.065918000                       8.98    56.52      508     0.00        
 
          0.066468000                       9.20    63.81      587     0.00        
 
          0.062297000                       9.21    70.68      651     0.00        
 
          0.061157492                       9.23    77.46      715     0.00        
 
          0.061273615                       9.45    84.14      795     0.00        
 
          0.065675945                       9.49    91.31      867     0.00        
 
          0.065725675                       9.37    98.63      924     0.00        
 
          0.064577994                       9.25   105.97      980     0.00        
 
          0.065078770                       9.13   113.52     1036     0.00        
 
          0.063371185                       9.25   120.82     1118     0.00        
 
          0.064124657                       9.17   128.33     1177     0.00        
 
          0.065125374                       9.10   136.06     1238     0.00        
 
          0.064561181                       9.19   143.71     1321     0.00        
 
          0.065897957                       9.26   151.51     1403     0.00        
 
          0.062617995                       9.12   159.09     1451     0.00        
 
          0.064233604                       9.05   166.98     1511     0.00        
 
          0.065143076                       9.09   175.00     1591     0.00        
 
          0.061823799                       9.00   182.75     1645     0.00        
 
          0.066647045                       8.96   191.19     1713     0.00        
 
          0.065360582                       9.04   199.46     1803     0.00        
 
          0.066584965                       9.15   207.84     1902     0.00        
 
          0.064372512                       9.29   215.88     2006     0.00        
 
          0.064649492                       9.37   223.94     2098     0.00        
 
          0.064101520                       9.21   232.13     2138     0.00        
 
          0.063481051                       9.20   240.31     2211     0.00        
 
          0.063702536                       9.31   248.47     2313     0.00        
 
          0.060720941                       9.32   256.29     2389     0.00        
 
          0.066119642                       9.30   264.89     2463     0.00        
 
          0.058810266                       9.14   272.72     2493     0.00        
 
          0.060110404                       9.11   280.80     2558     0.00        
 
          0.063476470                       9.06   289.44     2622     0.00        
 
          0.058607065                       8.92   297.60     2655     0.00        
 
          0.061360920                       9.12   306.02     2791     0.00        
 
          0.061369055                       9.19   314.42     2890     0.00        
 
          0.061392651                       9.24   322.84     2983     0.00        
 
          0.060919079                       9.12   331.36     3022     0.00        
 
          0.060623079                       9.12   339.89     3100     0.00        
 
          0.061622839                       9.15   348.59     3190     0.00        
 
          0.059539965                       9.25   356.97     3302     0.00        
 
          0.059301887                       9.31   365.31     3401     0.00        
 
          0.062150476                       9.35   374.07     3498     0.00        
 
          0.057853031                       9.37   382.26     3582     0.00        
 
          0.057660033                       9.35   390.49     3651     0.00        
 
          0.057692609                       9.37   398.76     3736     0.00        
 
          0.059174706                       9.36   407.30     3812     0.00        
 
          0.054687639                       9.30   415.30     3862     0.00        
 
          0.049693155                       9.35   422.57     3951     0.00        
 
          0.055016193                       9.44   430.58     4065     0.00        
 
          0.050614085                       9.56   437.91     4186     0.00        
 
          0.055403907                       9.59   445.94     4277     0.00        
 
          0.055439609                       9.59   454.02     4354     0.00        
 
          0.056079660                       9.84   462.04     4546     0.00        
 
          0.056532668                       9.65   470.33     4539     0.00        
 
          0.054384426                       9.64   478.35     4611     0.00        
 
          0.053872935                       9.52   486.45     4631     0.00        
 
          0.055783457                       9.52   494.88     4711     0.00        
 
          0.054751611                       9.64   503.10     4850     0.00        
 
          0.053446839                       9.72   511.11     4968     0.00        
 
          0.054125297                       9.83   519.17     5103     0.00        
 
          0.054618337                       9.86   527.32     5199     0.00        
 
             0.051601                       9.90   535.03     5297     0.00        
 
             0.050636                       9.73   542.77     5281     0.00        
 
             0.044621                       9.71   549.64     5337     0.00        
 
             0.044962     0.12     0.08     9.62   556.81     5357    31.39        
 
             0.044758                       9.74   563.89     5492    31.39        
 
             0.052780                       9.87   572.17     5647    31.39        
 
             0.046587                       9.88   579.51     5726    31.39        
 
             0.044434                       9.91   586.52     5812    31.39        
 
             0.055612                       9.87   595.36     5876    31.39        
 
             0.044282                      10.02   602.34     6035    31.39        
 
             0.039625                      10.03   608.61     6104    31.39        
 
             0.043533                      10.15   615.44     6247    31.39        
 
             0.048624                      10.12   623.12     6306    31.39        
 
             0.047877                      10.14   630.71     6395    31.39        
 
             0.044888                       9.94   638.00     6342    31.39        
 
             0.043174              0.15     9.80   645.26     6324    56.17        
 
             0.040866                       9.93   652.06     6475    56.17        
 
             0.040029                       9.66   658.95     6365    56.17        
 
             0.038050                       9.33   665.75     6211    56.17        
 
             0.036914                       9.20   672.46     6187    56.17        
 
             0.039591                       9.17   679.72     6233    56.17        
 
             0.038770                       9.10   686.92     6251    56.17        
 
             0.038396                       9.26   693.95     6426    56.17        
 
             0.044595                       9.21   702.19     6467    56.17        
 
             0.050603                       9.03   711.78     6427    56.17        
 
             0.054728                       8.96   722.29     6472    56.17        
 
                                                                                   
 
           09/10/92.                                                               
 
                                                                                   
 
                                                                                   
 
          Value of          DividendsCap GainsCost of                              
 
          Reinvst  Total    Received Received Reinvst                              
 
          Cap GainsValue    in Cash  in Cash  Distrib                              
 
                                                                                   
 
                                                                                   
 
                 0     9545       48        0       48                             
 
                 0     9577       99        0       99                             
 
                 0     9535      153        0      154                             
 
                 0     9195      209        0      211                             
 
                 0     9157      267        0      270                             
 
                 0     9280      330        0      334                             
 
                 0     9298      394        0      402                             
 
                 0     9245      458        0      468                             
 
                 0     9061      521        0      534                             
 
                 0     9350      584        0      602                             
 
                 0     9423      644        0      665                             
 
                 0     9507      702        0      727                             
 
                 0     9796      760        0      791                             
 
                 0     9906      823        0      859                             
 
                 0     9849      886        0      927                             
 
                 0     9791      947        0      995                             
 
                 0     9733     1009        0     1064                             
 
                 0     9928     1069        0     1132                             
 
                 0     9911     1131        0     1200                             
 
                 0     9906     1193        0     1271                             
 
                 0    10074     1254        0     1341                             
 
                 0    10223     1317        0     1413                             
 
                 0    10138     1376        0     1482                             
 
                 0    10131     1438        0     1554                             
 
                 0    10249     1500        0     1627                             
 
                 0    10217     1559        0     1696                             
 
                 0    10247     1622        0     1772                             
 
                 0    10414     1684        0     1847                             
 
                 0    10617     1748        0     1924                             
 
                 0    10854     1809        0     1998                             
 
                 0    11023     1871        0     2074                             
 
                 0    10910     1932        0     2149                             
 
                 0    10974     1992        0     2224                             
 
                 0    11181     2053        0     2300                             
 
                 0    11266     2111        0     2373                             
 
                 0    11322     2174        0     2453                             
 
                 0    11199     2230        0     2525                             
 
                 0    11235     2287        0     2598                             
 
                 0    11252     2347        0     2677                             
 
                 0    11151     2403        0     2750                             
 
                 0    11478     2462        0     2826                             
 
                 0    11643     2520        0     2904                             
 
                 0    11784     2579        0     2981                             
 
                 0    11709     2637        0     3059                             
 
                 0    11787     2694        0     3137                             
 
                 0    11905     2753        0     3216                             
 
                 0    12113     2810        0     3294                             
 
                 0    12269     2866        0     3372                             
 
                 0    12403     2925        0     3453                             
 
                 0    12507     2981        0     3530                             
 
                 0    12557     3035        0     3607                             
 
                 0    12661     3090        0     3685                             
 
                 0    12728     3147        0     3765                             
 
                 0    12721     3199        0     3839                             
 
                 0    12857     3246        0     3907                             
 
                 0    13056     3299        0     3983                             
 
                 0    13292     3347        0     4053                             
 
                 0    13411     3400        0     4130                             
 
                 0    13489     3452        0     4207                             
 
                 0    13919     3506        0     4286                             
 
                 0    13730     3560        0     4366                             
 
                 0    13793     3611        0     4443                             
 
                 0    13699     3663        0     4520                             
 
                 0    13779     3716        0     4601                             
 
                 0    14032     3768        0     4680                             
 
                 0    14226     3819        0     4758                             
 
                 0    14466     3871        0     4837                             
 
                 0    14591     3923        0     4917                             
 
                 0    14727     3972        0     4994                             
 
                 0    14549     4020        0     5069                             
 
                 0    14586     4062        0     5136                             
 
               302    14822     4105      191     5504                             
 
               306    15075     4148      191     5573                             
 
               310    15358     4198      191     5654                             
 
               310    15446     4243      191     5727                             
 
               311    15563     4285      191     5796                             
 
               310    15587     4338      191     5884                             
 
               315    15894     4380      191     5954                             
 
               315    15973     4418      191     6016                             
 
               319    16233     4459      191     6086                             
 
               318    16263     4506      191     6164                             
 
               318    16372     4551      191     6241                             
 
               312    16122     4594      191     6313                             
 
               550    16208     4635      333     6626                             
 
               558    16491     4674      333     6694                             
 
               543    16109     4712      333     6760                             
 
               524    15622     4748      333     6824                             
 
               517    15466     4783      333     6886                             
 
               515    15483     4821      333     6952                             
 
               511    15430     4858      333     7018                             
 
               520    15766     4895      333     7083                             
 
               517    15757     4937      333     7159                             
 
               507    15536     4985      333     7245                             
 
               503    15509     5038      333     7339                             
 
          Name:                                                                    
 
          Notes:                                                                   
 
          Load:                                                                    
 
          Redemption:                                                              
 
          Name:        Fidelity Advisor Government Investment Portfolio- Cl        
 
          Notes:       Clas B Shares Commenced 06/30/94                            
 
          Load:                                                                    
 
          Redemption:                                                              
 
          FiscYear:      31-Oct                                                    
 
                                Reinvest                Cum        Total           
 
          Pay-date     X-Date     NAV     MonthEnd     Shares      Value           
 
                                                                                   
 
                                     1.00 07-Jan-87    1000.000      10000         
 
                                     1.00    Jan-87    1000.000       9970         
 
                                     1.00    Feb-87    1000.000       9950         
 
                                     1.00    Mar-87    1000.000       9850         
 
                                     1.00    Apr-87    1000.000       9440         
 
                                     1.00    May-87    1000.000       9340         
 
                                     1.00    Jun-87    1000.000       9400         
 
                                     1.00    Jul-87    1000.000       9350         
 
                                     1.00    Aug-87    1000.000       9230         
 
                                     1.00    Sep-87    1000.000       8980         
 
                                     1.00    Oct-87    1000.000       9200         
 
                                     1.00    Nov-87    1000.000       9210         
 
                                     1.00    Dec-87    1000.000       9230         
 
                                     1.00    Jan-88    1000.000       9450         
 
                                     1.00    Feb-88    1000.000       9490         
 
                                     1.00    Mar-88    1000.000       9370         
 
                                     1.00    Apr-88    1000.000       9250         
 
                                     1.00    May-88    1000.000       9130         
 
                                     1.00    Jun-88    1000.000       9250         
 
                                     1.00    Jul-88    1000.000       9170         
 
                                     1.00    Aug-88    1000.000       9100         
 
                                     1.00    Sep-88    1000.000       9190         
 
                                     1.00    Oct-88    1000.000       9260         
 
                                     1.00    Nov-88    1000.000       9120         
 
                                     1.00    Dec-88    1000.000       9050         
 
                                     1.00    Jan-89    1000.000       9090         
 
                                     1.00    Feb-89    1000.000       9000         
 
                                     1.00    Mar-89    1000.000       8960         
 
                                     1.00    Apr-89    1000.000       9040         
 
                                     1.00    May-89    1000.000       9150         
 
                                     1.00    Jun-89    1000.000       9290         
 
                                     1.00    Jul-89    1000.000       9370         
 
                                     1.00    Aug-89    1000.000       9210         
 
                                     1.00    Sep-89    1000.000       9200         
 
                                     1.00    Oct-89    1000.000       9310         
 
                                     1.00    Nov-89    1000.000       9320         
 
                                     1.00    Dec-89    1000.000       9300         
 
                                     1.00    Jan-90    1000.000       9140         
 
                                     1.00    Feb-90    1000.000       9110         
 
                                     1.00    Mar-90    1000.000       9060         
 
                                     1.00    Apr-90    1000.000       8920         
 
                                     1.00    May-90    1000.000       9120         
 
                                     1.00    Jun-90    1000.000       9190         
 
                                     1.00    Jul-90    1000.000       9240         
 
                                     1.00    Aug-90    1000.000       9120         
 
                                     1.00    Sep-90    1000.000       9120         
 
                                     1.00    Oct-90    1000.000       9150         
 
                                     1.00    Nov-90    1000.000       9250         
 
                                     1.00    Dec-90    1000.000       9310         
 
                                     1.00    Jan-91    1000.000       9350         
 
                                     1.00    Feb-91    1000.000       9370         
 
                                     1.00    Mar-91    1000.000       9350         
 
                                     1.00    Apr-91    1000.000       9370         
 
                                     1.00    May-91    1000.000       9360         
 
                                     1.00    Jun-91    1000.000       9300         
 
                                     1.00    Jul-91    1000.000       9350         
 
                                     1.00    Aug-91    1000.000       9440         
 
                                     1.00    Sep-91    1000.000       9560         
 
                                     1.00    Oct-91    1000.000       9590         
 
                                     1.00    Nov-91    1000.000       9590         
 
                                     1.00    Dec-91    1000.000       9840         
 
                                     1.00    Jan-92    1000.000       9650         
 
                                     1.00    Feb-92    1000.000       9640         
 
                                     1.00    Mar-92    1000.000       9520         
 
                                     1.00    Apr-92    1000.000       9520         
 
                                     1.00    May-92    1000.000       9640         
 
                                     1.00    Jun-92    1000.000       9720         
 
                                     1.00    Jul-92    1000.000       9830         
 
                                     1.00    Aug-92    1000.000       9860         
 
                                     1.00    Sep-92    1000.000       9900         
 
                                     1.00    Oct-92    1000.000       9730         
 
                                     1.00    Nov-92    1000.000       9710         
 
                07-Dec   04-Dec      9.57    Dec-92    1000.000       9620         
 
                                     1.00    Jan-93    1000.000       9740         
 
                                     1.00    Feb-93    1000.000       9870         
 
                                     1.00    Mar-93    1000.000       9880         
 
                                     1.00    Apr-93    1000.000       9910         
 
                                     1.00    May-93    1000.000       9870         
 
                                     1.00    Jun-93    1000.000      10020         
 
                                     1.00    Jul-93    1000.000      10030         
 
                                     1.00    Aug-93    1000.000      10150         
 
                                     1.00    Sep-93    1000.000      10120         
 
                                     1.00    Oct-93    1000.000      10140         
 
                                     1.00    Nov-93    1000.000       9940         
 
                06-Dec   03-Dec      9.82    Dec-93    1000.000       9800         
 
                                     1.00    Jan-94    1000.000       9930         
 
                                     1.00    Feb-94    1000.000       9660         
 
                                     1.00    Mar-94    1000.000       9330         
 
                                     1.00    Apr-94    1000.000       9200         
 
                                     1.00    May-94    1000.000       9170         
 
                                     1.00    Jun-94    1000.000       9100         
 
                                     1.00    Jul-94    1000.000       9250         
 
                                     1.00    Aug-94    1000.000       9210         
 
                                     1.00    Sep-94    1000.000       9020         
 
                                     1.00    Oct-94    1000.000       8950         
 
          ass B (667)                                                              
 
                                                                                   
 
                                                                                   
 
                                                                                   
 
                                                          Value of                 
 
                                           Rep   Dividend Reinvst  Cap Gain        
 
              DIV     CGLONG   CGSHORT     NAV   Shares   Div      Shares          
 
                                                                                   
 
                                           10.00                                   
 
             0.050543                       9.97     5.07       51     0.00        
 
             0.053623                       9.95    10.49      104     0.00        
 
             0.056162                       9.85    16.25      160     0.00        
 
             0.058885                       9.44    22.59      213     0.00        
 
             0.061141                       9.34    29.28      273     0.00        
 
             0.065646                       9.40    36.47      343     0.00        
 
             0.067966                       9.35    44.00      411     0.00        
 
             0.067290                       9.23    51.62      476     0.00        
 
             0.065918                       8.98    59.33      533     0.00        
 
             0.066468                       9.20    66.99      616     0.00        
 
             0.062297                       9.21    74.20      683     0.00        
 
          0.061157492                       9.23    81.32      751     0.00        
 
          0.061273615                       9.45    88.33      835     0.00        
 
          0.065675945                       9.49    95.87      910     0.00        
 
          0.065725675                       9.37   103.55      970     0.00        
 
          0.064577994                       9.25   111.26     1029     0.00        
 
          0.065078770                       9.13   119.18     1088     0.00        
 
          0.063371185                       9.25   126.84     1173     0.00        
 
          0.064124657                       9.17   134.72     1235     0.00        
 
          0.065125374                       9.10   142.85     1300     0.00        
 
          0.064561181                       9.19   150.87     1387     0.00        
 
          0.065897957                       9.26   159.06     1473     0.00        
 
          0.062617995                       9.12   167.02     1523     0.00        
 
          0.064233604                       9.05   175.31     1587     0.00        
 
          0.065143076                       9.09   183.73     1670     0.00        
 
          0.061823799                       9.00   191.86     1727     0.00        
 
          0.066647045                       8.96   200.72     1798     0.00        
 
          0.065360582                       9.04   209.41     1893     0.00        
 
          0.066584965                       9.15   218.21     1997     0.00        
 
          0.064372512                       9.29   226.65     2106     0.00        
 
          0.064649492                       9.37   235.11     2203     0.00        
 
          0.064101520                       9.21   243.71     2245     0.00        
 
          0.063481051                       9.20   252.29     2321     0.00        
 
          0.063702536                       9.31   260.86     2429     0.00        
 
          0.060720941                       9.32   269.07     2508     0.00        
 
          0.066119642                       9.30   278.10     2586     0.00        
 
          0.058810266                       9.14   286.32     2617     0.00        
 
          0.060110404                       9.11   294.81     2686     0.00        
 
          0.063476470                       9.06   303.88     2753     0.00        
 
          0.058607065                       8.92   312.45     2787     0.00        
 
          0.061360920                       9.12   321.28     2930     0.00        
 
          0.061369055                       9.19   330.10     3034     0.00        
 
          0.061392651                       9.24   338.94     3132     0.00        
 
          0.060919079                       9.12   347.88     3173     0.00        
 
          0.060623079                       9.12   356.84     3254     0.00        
 
          0.061622839                       9.15   365.98     3349     0.00        
 
          0.059539965                       9.25   374.77     3467     0.00        
 
          0.059301887                       9.31   383.53     3571     0.00        
 
          0.062150476                       9.35   392.72     3672     0.00        
 
          0.057853031                       9.37   401.32     3760     0.00        
 
          0.057660033                       9.35   409.96     3833     0.00        
 
          0.057692609                       9.37   418.65     3923     0.00        
 
          0.059174706                       9.36   427.61     4002     0.00        
 
          0.054687639                       9.30   436.01     4055     0.00        
 
          0.049693155                       9.35   443.64     4148     0.00        
 
          0.055016193                       9.44   452.06     4267     0.00        
 
          0.050614085                       9.56   459.74     4395     0.00        
 
          0.055403907                       9.59   468.18     4490     0.00        
 
          0.055439609                       9.59   476.66     4571     0.00        
 
          0.056079660                       9.84   485.08     4773     0.00        
 
          0.056532668                       9.65   493.78     4765     0.00        
 
          0.054384426                       9.64   502.21     4841     0.00        
 
          0.053872935                       9.52   510.71     4862     0.00        
 
          0.055783457                       9.52   519.56     4946     0.00        
 
          0.054751611                       9.64   528.19     5092     0.00        
 
          0.053446839                       9.72   536.59     5216     0.00        
 
          0.054125297                       9.83   545.05     5358     0.00        
 
          0.054618337                       9.86   553.61     5459     0.00        
 
             0.051601                       9.90   561.71     5561     0.00        
 
             0.050636                       9.73   569.84     5545     0.00        
 
             0.044621                       9.71   577.05     5603     0.00        
 
             0.044962     0.12     0.08     9.62   584.58     5624    32.96        
 
             0.044758                       9.74   592.01     5766    32.96        
 
             0.052780                       9.87   600.70     5929    32.96        
 
             0.046587                       9.88   608.40     6011    32.96        
 
             0.044434                       9.91   615.76     6102    32.96        
 
             0.055612                       9.87   625.05     6169    32.96        
 
             0.044282                      10.02   632.38     6336    32.96        
 
             0.039625                      10.03   638.96     6409    32.96        
 
             0.043533                      10.15   646.13     6558    32.96        
 
             0.048624                      10.12   654.20     6620    32.96        
 
             0.047877                      10.14   662.16     6714    32.96        
 
             0.044888                       9.94   669.82     6658    32.96        
 
             0.043174              0.15     9.80   677.43     6639    58.97        
 
             0.040866                       9.93   684.58     6798    58.97        
 
             0.040029                       9.66   691.81     6683    58.97        
 
             0.038050                       9.33   698.95     6521    58.97        
 
             0.036914                       9.20   706.00     6495    58.97        
 
             0.039591                       9.17   713.62     6544    58.97        
 
             0.038770                       9.10   721.17     6563    58.97        
 
             0.032547                       9.25   727.43     6729    58.97        
 
             0.036377                       9.21   734.49     6765    58.97        
 
             0.042301                       9.02   742.90     6701    58.97        
 
             0.048894                       8.95   752.75     6737    58.97        
 
                                                                                   
 
                                                                                   
 
                                                                                   
 
                                                                                   
 
          Value of          DividendsCap GainsCost of                              
 
          Reinvst  Total    Received Received Reinvst                              
 
          Cap GainsValue    in Cash  in Cash  Distrib                              
 
                                                                                   
 
                                                                                   
 
                 0    10021       51        0       51                             
 
                 0    10054      104        0      104                             
 
                 0    10010      160        0      161                             
 
                 0     9653      219        0      221                             
 
                 0     9613      280        0      284                             
 
                 0     9743      346        0      351                             
 
                 0     9761      414        0      422                             
 
                 0     9706      481        0      492                             
 
                 0     9513      547        0      561                             
 
                 0     9816      614        0      632                             
 
                 0     9893      676        0      698                             
 
                 0     9981      737        0      764                             
 
                 0    10285      798        0      830                             
 
                 0    10400      864        0      901                             
 
                 0    10340      930        0      973                             
 
                 0    10279      994        0     1045                             
 
                 0    10218     1059        0     1117                             
 
                 0    10423     1123        0     1188                             
 
                 0    10405     1187        0     1260                             
 
                 0    10400     1252        0     1334                             
 
                 0    10577     1317        0     1408                             
 
                 0    10733     1383        0     1484                             
 
                 0    10643     1445        0     1556                             
 
                 0    10637     1509        0     1631                             
 
                 0    10760     1575        0     1708                             
 
                 0    10727     1636        0     1781                             
 
                 0    10758     1703        0     1860                             
 
                 0    10933     1768        0     1939                             
 
                 0    11147     1835        0     2019                             
 
                 0    11396     1899        0     2098                             
 
                 0    11573     1964        0     2177                             
 
                 0    11455     2028        0     2256                             
 
                 0    11521     2092        0     2335                             
 
                 0    11739     2155        0     2415                             
 
                 0    11828     2216        0     2492                             
 
                 0    11886     2282        0     2576                             
 
                 0    11757     2341        0     2651                             
 
                 0    11796     2401        0     2728                             
 
                 0    11813     2464        0     2810                             
 
                 0    11707     2523        0     2887                             
 
                 0    12050     2584        0     2967                             
 
                 0    12224     2646        0     3048                             
 
                 0    12372     2707        0     3130                             
 
                 0    12293     2768        0     3212                             
 
                 0    12374     2829        0     3293                             
 
                 0    12499     2890        0     3377                             
 
                 0    12717     2950        0     3458                             
 
                 0    12881     3009        0     3540                             
 
                 0    13022     3071        0     3626                             
 
                 0    13130     3129        0     3706                             
 
                 0    13183     3187        0     3787                             
 
                 0    13293     3245        0     3868                             
 
                 0    13362     3304        0     3952                             
 
                 0    13355     3358        0     4030                             
 
                 0    13498     3408        0     4102                             
 
                 0    13707     3463        0     4181                             
 
                 0    13955     3514        0     4255                             
 
                 0    14080     3569        0     4336                             
 
                 0    14161     3625        0     4417                             
 
                 0    14613     3681        0     4500                             
 
                 0    14415     3737        0     4584                             
 
                 0    14481     3792        0     4665                             
 
                 0    14382     3845        0     4746                             
 
                 0    14466     3901        0     4830                             
 
                 0    14732     3956        0     4913                             
 
                 0    14936     4009        0     4995                             
 
                 0    15188     4064        0     5078                             
 
                 0    15319     4118        0     5163                             
 
                 0    15461     4170        0     5243                             
 
                 0    15275     4220        0     5322                             
 
                 0    15313     4265        0     5392                             
 
               317    15561     4310      200     5778                             
 
               321    15827     4355      200     5851                             
 
               325    16124     4408      200     5936                             
 
               326    16217     4454      200     6012                             
 
               327    16339     4499      200     6085                             
 
               325    16365     4554      200     6177                             
 
               330    16687     4598      200     6251                             
 
               331    16769     4638      200     6317                             
 
               335    17043     4682      200     6389                             
 
               334    17074     4730      200     6471                             
 
               334    17189     4778      200     6552                             
 
               328    16926     4823      200     6628                             
 
               578    17017     4866      350     6957                             
 
               586    17313     4907      350     7028                             
 
               570    16912     4947      350     7098                             
 
               550    16401     4985      350     7164                             
 
               543    16238     5022      350     7229                             
 
               541    16255     5062      350     7299                             
 
               537    16199     5100      350     7368                             
 
               545    16524     5133      350     7426                             
 
               543    16518     5169      350     7491                             
 
               532    16253     5212      350     7566                             
 
               528    16215     5261      350     7654                             
 
          FA Growth Opportunities                                                  
 
          DATE        FACTOR     ADJ. NAV                                          
 
            04-Feb-94   1.000000    25.92                                          
 
            07-Feb-94   1.000000    26.03                                          
 
            08-Feb-94   1.000000    26.13                                          
 
            09-Feb-94   1.000000    26.27                                          
 
            10-Feb-94   1.000000    26.12                                          
 
            11-Feb-94   1.000000    26.05                                          
 
            14-Feb-94   1.000000    26.11                                          
 
            15-Feb-94   1.000000    26.19                                          
 
            16-Feb-94   1.000000    26.24                                          
 
            17-Feb-94   1.000000    26.13                                          
 
            18-Feb-94   1.000000    26.04                                          
 
            21-Feb-94   1.000000       NA                                          
 
            22-Feb-94   1.000000    26.20                                          
 
            23-Feb-94   1.000000    26.19                                          
 
            24-Feb-94   1.000000    25.90                                          
 
            25-Feb-94   1.000000    25.99                                          
 
            28-Feb-94   1.000000    26.11                                          
 
            01-Mar-94   1.000000    25.92                                          
 
            02-Mar-94   1.000000    25.91                                          
 
            03-Mar-94   1.000000    25.87                                          
 
            04-Mar-94   1.000000    26.02                                          
 
            07-Mar-94   1.000000    26.15                                          
 
            08-Mar-94   1.000000    26.14                                          
 
            09-Mar-94   1.000000    26.18                                          
 
            10-Mar-94   1.000000    26.03                                          
 
            11-Mar-94   1.000000    26.14                                          
 
            14-Mar-94   1.000000    26.29                                          
 
            15-Mar-94   1.000000    26.28                                          
 
            16-Mar-94   1.000000    26.44                                          
 
            17-Mar-94   1.000000    26.49                                          
 
            18-Mar-94   1.000000    26.42                                          
 
            21-Mar-94   1.000000    26.25                                          
 
            22-Mar-94   1.000000    26.32                                          
 
            23-Mar-94   1.000000    26.33                                          
 
            24-Mar-94   1.000000    26.04                                          
 
            25-Mar-94   1.000000    25.85                                          
 
            28-Mar-94   1.000000    25.67                                          
 
            29-Mar-94   1.000000    25.23                                          
 
            30-Mar-94   1.000000    24.98                                          
 
            31-Mar-94   1.000000    25.00                                          
 
            01-Apr-94   1.000000       NA                                          
 
            04-Apr-94   1.000000    24.76                                          
 
            05-Apr-94   1.000000    25.30                                          
 
            06-Apr-94   1.000000    25.43                                          
 
            07-Apr-94   1.000000    25.61                                          
 
            08-Apr-94   1.000000    25.42                                          
 
            11-Apr-94   1.000000    25.55                                          
 
            12-Apr-94   1.000000    25.37                                          
 
            13-Apr-94   1.000000    25.20                                          
 
            14-Apr-94   1.000000    25.25                                          
 
            15-Apr-94   1.000000    25.30                                          
 
            18-Apr-94   1.000000    25.14                                          
 
            19-Apr-94   1.000000    25.09                                          
 
            20-Apr-94   1.000000    25.03                                          
 
            21-Apr-94   1.000000    25.43                                          
 
            22-Apr-94   1.000000    25.42                                          
 
            25-Apr-94   1.000000    25.76                                          
 
            26-Apr-94   1.000000    25.81                                          
 
            27-Apr-94   1.000000       NA                                          
 
            28-Apr-94   1.000000    25.57                                          
 
            29-Apr-94   1.000000    25.66                                          
 
            02-May-94   1.000000    25.75                                          
 
            03-May-94   1.000000    25.68                                          
 
            04-May-94   1.000000    25.60                                          
 
            05-May-94   1.000000    25.61                                          
 
            06-May-94   1.000000    25.36                                          
 
            09-May-94   1.000000    24.99                                          
 
            10-May-94   1.000000    25.20                                          
 
            11-May-94   1.000000    24.95                                          
 
            12-May-94   1.000000    25.02                                          
 
            13-May-94   1.000000    25.04                                          
 
            16-May-94   1.000000    25.00                                          
 
            17-May-94   1.000000    25.30                                          
 
            18-May-94   1.000000    25.62                                          
 
            19-May-94   1.000000    25.74                                          
 
            20-May-94   1.000000    25.71                                          
 
            23-May-94   1.000000    25.64                                          
 
            24-May-94   1.000000    25.78                                          
 
            25-May-94   1.000000    25.86                                          
 
            26-May-94   1.000000    25.80                                          
 
            27-May-94   1.000000    25.81                                          
 
            30-May-94   1.000000       NA                                          
 
            31-May-94   1.000000    25.80                                          
 
            01-Jun-94   1.000000    25.88                                          
 
            02-Jun-94   1.000000    25.89                                          
 
            03-Jun-94   1.000000    25.92                                          
 
            06-Jun-94   1.000000    25.96                                          
 
            07-Jun-94   1.000000    25.83                                          
 
            08-Jun-94   1.000000    25.69                                          
 
            09-Jun-94   1.000000    25.70                                          
 
            10-Jun-94   1.000000    25.82                                          
 
            13-Jun-94   1.000000    25.85                                          
 
            14-Jun-94   1.000000    26.07                                          
 
            15-Jun-94   1.000000    25.95                                          
 
            16-Jun-94   1.000000    25.91                                          
 
            17-Jun-94   1.000000    25.68                                          
 
            20-Jun-94   1.000000    25.52                                          
 
            21-Jun-94   1.000000    25.27                                          
 
            22-Jun-94   1.000000    25.44                                          
 
            23-Jun-94   1.000000    25.22                                          
 
            24-Jun-94   1.000000    24.91                                          
 
            27-Jun-94   1.000000    25.24                                          
 
            28-Jun-94   1.000000    25.17                                          
 
            29-Jun-94   1.000000    25.24                                          
 
            30-Jun-94   1.000000    25.10                                          
 
            01-Jul-94   1.000000    25.22                                          
 
            04-Jul-94   1.000000       NA                                          
 
            05-Jul-94   1.000000    25.22                                          
 
            06-Jul-94   1.000000    25.24                                          
 
            07-Jul-94   1.000000    25.39                                          
 
            08-Jul-94   1.000000    25.38                                          
 
            11-Jul-94   1.000000    25.36                                          
 
            12-Jul-94   1.000000    25.45                                          
 
            13-Jul-94   1.000000    25.57                                          
 
            14-Jul-94   1.000000    25.76                                          
 
            15-Jul-94   1.000000    25.68                                          
 
            18-Jul-94   1.000000    25.79                                          
 
            19-Jul-94   1.000000    25.65                                          
 
            20-Jul-94   1.000000    25.45                                          
 
            21-Jul-94   1.000000    25.52                                          
 
            22-Jul-94   1.000000    25.52                                          
 
            25-Jul-94   1.000000    25.56                                          
 
            26-Jul-94   1.000000    25.52                                          
 
            27-Jul-94   1.000000    25.42                                          
 
            28-Jul-94   1.000000    25.53                                          
 
            29-Jul-94   1.000000    25.81                                          
 
            01-Aug-94   1.000000    25.90                                          
 
            02-Aug-94   1.000000    25.95                                          
 
            03-Aug-94   1.000000    25.98                                          
 
            04-Aug-94   1.000000    25.86                                          
 
            05-Aug-94   1.000000    25.78                                          
 
            08-Aug-94   1.000000    25.85                                          
 
            09-Aug-94   1.000000    25.88                                          
 
            10-Aug-94   1.000000    26.00                                          
 
            11-Aug-94   1.000000    25.91                                          
 
            12-Aug-94   1.000000    26.07                                          
 
            15-Aug-94   1.000000    26.07                                          
 
            16-Aug-94   1.000000    26.33                                          
 
            17-Aug-94   1.000000    26.42                                          
 
            18-Aug-94   1.000000    26.29                                          
 
            19-Aug-94   1.000000    26.31                                          
 
            22-Aug-94   1.000000    26.27                                          
 
            23-Aug-94   1.000000    26.38                                          
 
            24-Aug-94   1.000000    26.55                                          
 
            25-Aug-94   1.000000    26.51                                          
 
            26-Aug-94   1.000000    26.81                                          
 
            29-Aug-94   1.000000    26.82                                          
 
            30-Aug-94   1.000000    26.90                                          
 
            31-Aug-94   1.000000    26.90                                          
 
            01-Sep-94   1.000000    26.74                                          
 
            02-Sep-94   1.000000    26.66                                          
 
            05-Sep-94   1.000000       NA                                          
 
            06-Sep-94   1.000000    26.74                                          
 
            07-Sep-94   1.000000    26.77                                          
 
            08-Sep-94   1.000000    26.84                                          
 
            09-Sep-94   1.000000    26.58                                          
 
            12-Sep-94   1.000000    26.47                                          
 
            13-Sep-94   1.000000    26.51                                          
 
            14-Sep-94   1.000000    26.59                                          
 
            15-Sep-94   1.000000    26.87                                          
 
            16-Sep-94   1.000000    26.68                                          
 
            19-Sep-94   1.000000    26.64                                          
 
            20-Sep-94   1.000000    26.27                                          
 
            21-Sep-94   1.000000    26.15                                          
 
            22-Sep-94   1.000000    26.15                                          
 
            23-Sep-94   1.000000    26.03                                          
 
            26-Sep-94   1.000000    26.02                                          
 
            27-Sep-94   1.000000    26.03                                          
 
            28-Sep-94   1.000000    26.13                                          
 
            29-Sep-94   1.000000    26.00                                          
 
            30-Sep-94   1.000000    26.09                                          
 
            03-Oct-94   1.000000    26.01                                          
 
            04-Oct-94   1.000000    25.65                                          
 
            05-Oct-94   1.000000    25.57                                          
 
            06-Oct-94   1.000000    25.52                                          
 
            07-Oct-94   1.000000    25.73                                          
 
            10-Oct-94   1.000000    25.96                                          
 
            11-Oct-94   1.000000    26.21                                          
 
            12-Oct-94   1.000000    26.24                                          
 
            13-Oct-94   1.000000    26.28                                          
 
            14-Oct-94   1.000000    26.29                                          
 
            17-Oct-94   1.000000    26.31                                          
 
            18-Oct-94   1.000000    26.26                                          
 
            19-Oct-94   1.000000    26.37                                          
 
            20-Oct-94   1.000000    26.26                                          
 
            21-Oct-94   1.000000    26.16                                          
 
            24-Oct-94   1.000000    25.99                                          
 
            25-Oct-94   1.000000    26.01                                          
 
            26-Oct-94   1.000000    26.13                                          
 
            27-Oct-94   1.000000    26.29                                          
 
            28-Oct-94   1.000000    26.70                                          
 
                         PLYMGOV 217 & 667                                         
 
                         SEC YIELD CALCULATION                                     
 
                                A              B            C           D          
          E          F           G                                                 
 
                             CLASS A        CLASS A      CLASS A     CLASS A       
       CLASS A     30 DAY     CLASS A                                              
 
                              30 DAY       EXPENSES      30 DAY       30 DAY       
         SEC      MIL RATE      SEC                                                
 
                             AVERAGE        30 DAY         MIL         MIL         
        YIELD      CHANGE     YIELD @                                              
 
                              SHARES         TOTAL     ADJUSTMENT      RATE        
                                POP                                                
 
            -                                                                      
      -------------------------------------------------------------------------    
      ----------------                                                             
 
      1     3-Oct-94      12,311,389.835   19,722.653     0.001604    0.048867     
          6.584    0.000077       6.268                                            
 
      2     4-Oct-94      12,328,921.724   19,801.162     0.001608    0.048933     
          6.609    0.000066       6.291                                            
 
      3     5-Oct-94      12,341,909.626   19,883.081     0.001613    0.048999     
          6.635    0.000066       6.316                                            
 
      4     6-Oct-94      12,354,181.995   19,948.605     0.001616    0.049078     
          6.669    0.000079       6.348                                            
 
      5     7-Oct-94      12,366,334.420   20,014.992     0.001620    0.049231     
          6.692    0.000153       6.370                                            
 
      6     8-Oct-94      12,378,186.540   20,080.429     0.001624    0.049296     
          6.701    0.000065       6.378                                            
 
      7     9-Oct-94      12,389,559.506   20,144.316     0.001627    0.049370     
          6.711    0.000074       6.388                                            
 
      8     10-Oct-94     12,400,775.210   20,200.244     0.001630    0.049367     
          6.689   (0.000003)      6.367                                            
 
      9     11-Oct-94     12,413,023.801   20,266.895     0.001634    0.049365     
          6.691   (0.000002)      6.369                                            
 
      10    12-Oct-94     12,424,848.221   20,345.750     0.001639    0.049362     
          6.675   (0.000003)      6.354                                            
 
      11    13-Oct-94     12,435,884.453   20,424.045     0.001644    0.049381     
          6.686    0.000019       6.364                                            
 
      12    14-Oct-94     12,446,722.336   20,504.607     0.001649    0.049399     
          6.668    0.000018       6.347                                            
 
      13    15-Oct-94     12,457,198.959   33,657.699     0.002704    0.049428     
          6.671    0.000029       6.350                                            
 
      14    16-Oct-94     12,467,964.236   33,735.271     0.002708    0.049478     
          6.678    0.000050       6.357                                            
 
      15    17-Oct-94     12,479,146.863   33,818.910     0.002712    0.049506     
          6.669    0.000028       6.348                                            
 
      16    18-Oct-94     12,490,163.094   33,899.273     0.002716    0.049562     
          6.682    0.000056       6.361                                            
 
      17    19-Oct-94     12,502,963.954   33,992.231     0.002722    0.049621     
          6.695    0.000059       6.373                                            
 
      18    20-Oct-94     12,515,568.431   33,171.655     0.002653    0.049621     
          6.709    0.000000       6.386                                            
 
      19    21-Oct-94     12,527,353.055   33,250.839     0.002657    0.049659     
          6.752    0.000038       6.427                                            
 
      20    22-Oct-94     12,538,318.618   33,329.552     0.002661    0.049689     
          6.756    0.000030       6.431                                            
 
      21    23-Oct-94     12,547,693.801   33,406.466     0.002664    0.049716     
          6.760    0.000027       6.434                                            
 
      22    24-Oct-94     12,557,520.127   33,483.647     0.002669    0.049745     
          6.764    0.000029       6.439                                            
 
      23    25-Oct-94     12,567,342.327   33,558.115     0.002672    0.049784     
          6.789    0.000039       6.462                                            
 
      24    26-Oct-94     12,576,387.292   33,630.781     0.002676    0.049825     
          6.796    0.000041       6.469                                            
 
      25    27-Oct-94     12,584,457.462   33,704.128     0.002680    0.049859     
          6.803    0.000034       6.476                                            
 
      26    28-Oct-94     12,591,607.532   33,777.434     0.002684    0.049887     
          6.801    0.000028       6.473                                            
 
      27    29-Oct-94     12,597,073.531   33,844.640     0.002688    0.049909     
          6.804    0.000022       6.476                                            
 
      28    30-Oct-94     12,602,836.916   33,910.976     0.002692    0.049930     
          6.807    0.000021       6.479                                            
 
      29    31-Oct-94     12,607,921.717   33,922.371     0.002692    0.049948     
          6.788    0.000018       6.461                                            
 
      30    1-Nov-94      12,615,822.267   33,883.958     0.002688    0.049984     
          6.789    0.000036       6.463                                            
 
                                I              J            K           L          
          M          N           O                                                 
 
                             CLASS B        CLASS B      CLASS B     CLASS B       
       CLASS B    CLASS B                                                          
 
                              30 DAY       EXPENSES      30 DAY       30 DAY       
         SEC        SEC        30 DAY                                              
 
                             AVERAGE        30 DAY         MIL         MIL         
        yieLD      yieLD      MIL RATE                                             
 
                              SHARES         TOTAL     ADJUSTMENT      RATE        
        @ POP                  CHANGE                                              
 
            -                                                                      
      -------------------------------------------------------------------------    
      ----------------                                                             
 
      1     3-Oct-94         140,330.181    1,456.482     0.010699    0.039772     
          5.349       5.349    0.000168                                            
 
      2     4-Oct-94         144,767.075    1,489.639     0.010615    0.039926     
          5.383       5.383    0.000154                                            
 
      3     5-Oct-94         148,653.862    1,522.790     0.010519    0.040093     
          5.419       5.419    0.000167                                            
 
      4     6-Oct-94         152,535.662    1,549.261     0.010422    0.040272     
          5.463       5.463    0.000179                                            
 
      5     7-Oct-94         156,464.215    1,576.028     0.010332    0.040519     
          5.498       5.498    0.000247                                            
 
      6     8-Oct-94         160,019.380    1,602.855     0.010244    0.040676     
          5.520       5.520    0.000157                                            
 
      7     9-Oct-94         163,437.934    1,627.322     0.010170    0.040827     
          5.540       5.540    0.000151                                            
 
      8     10-Oct-94        166,856.487    1,645.835     0.010070    0.040927     
          5.536       5.536    0.000100                                            
 
      9     11-Oct-94        170,357.505    1,664.679     0.009977    0.041022     
          5.551       5.551    0.000095                                            
 
      10    12-Oct-94        173,840.382    1,684.935     0.009891    0.041110     
          5.550       5.550    0.000088                                            
 
      11    13-Oct-94        177,298.592    1,703.841     0.009801    0.041224     
          5.573       5.573    0.000114                                            
 
      12    14-Oct-94        180,562.998    1,722.227     0.009714    0.041334     
          5.570       5.570    0.000110                                            
 
      13    15-Oct-94        183,284.829    1,740.352     0.009638    0.042494     
          5.728       5.728    0.001160                                            
 
      14    16-Oct-94        185,866.485    1,754.648     0.009573    0.042613     
          5.745       5.745    0.000119                                            
 
      15    17-Oct-94        188,715.231    1,757.392     0.009455    0.042763     
          5.754       5.754    0.000150                                            
 
      16    18-Oct-94        191,599.574    1,766.804     0.009362    0.042916     
          5.780       5.780    0.000153                                            
 
      17    19-Oct-94        194,399.575    1,777.021     0.009275    0.043068     
          5.805       5.805    0.000152                                            
 
      18    20-Oct-94        197,209.119    1,764.870     0.009079    0.043195     
          5.834       5.834    0.000127                                            
 
      19    21-Oct-94        199,510.516    1,767.679     0.008963    0.043353     
          5.888       5.888    0.000158                                            
 
      20    22-Oct-94        201,050.537    1,770.417     0.008874    0.043476     
          5.905       5.905    0.000123                                            
 
      21    23-Oct-94        202,010.796    1,765.366     0.008781    0.043599     
          5.922       5.922    0.000123                                            
 
      22    24-Oct-94        203,213.126    1,761.111     0.008718    0.043696     
          5.936       5.936    0.000097                                            
 
      23    25-Oct-94        204,570.747    1,757.028     0.008646    0.043810     
          5.968       5.968    0.000114                                            
 
      24    26-Oct-94        205,924.400    1,756.430     0.008586    0.043915     
          5.984       5.984    0.000105                                            
 
      25    27-Oct-94        207,233.871    1,755.639     0.008526    0.044013     
          6.000       6.000    0.000098                                            
 
      26    28-Oct-94        208,377.596    1,753.055     0.008459    0.044112     
          6.008       6.008    0.000099                                            
 
      27    29-Oct-94        209,018.204    1,750.652     0.008401    0.044196     
          6.020       6.020    0.000084                                            
 
      28    30-Oct-94        209,629.215    1,748.738     0.008366    0.044256     
          6.028       6.028    0.000060                                            
 
      29    31-Oct-94        210,240.227    1,754.526     0.008370    0.044270     
          6.011       6.011    0.000014                                            
 
      30    1-Nov-94         210,968.083    1,757.573     0.008360    0.044312     
          6.014       6.014    0.000042                                            
 
</TABLE>
 

 
 
MULTIPLE CLASS OF SHARES PLAN
FOR
FIDELITY ADVISOR FUNDS 
DATED JULY 1, 1995
  This Multiple Class Plan (the "Plan"), when effective in accordance with
its provisions, shall be the written plan contemplated by Rule 18f-3 under
the Investment Company Act of 1940 (the "1940 Act") for the portfolios
(each a "Portfolio") of the respective Fidelity Advisor Funds (each, a
"Fund").
1.  Classes Offered.  Each Portfolio may offer up to three classes of its
shares: Class A, Class B and Institutional Class (each, a "Class").   In
addition, Fidelity Advisor Strategic Opportunities Fund ("Strategic
Opportunities Fund") may offer a fourth class: Initial Class.  
2.  Distribution and Shareholder Service Fees.  Distribution fees and/or
shareholder service fees shall be calculated and paid in accordance with
the terms of the then-effective plan pursuant to Rule 12b-l under the 1940
Act for the applicable class.  Distribution and shareholder service fees
currently authorized are as set forth in Exhibit I to this Plan.
3.  Conversion Privilege.  After a maximum holding period of six years from
the initial date of purchase, Class B shares convert automatically to Class
A shares of the same Portfolio.   Simultaneously, a portion of the Class B
Shares purchased through the reinvestment of Class B dividends or capital
gains distributions ("Dividend Shares") will also convert to Class A
Shares.  The portion of Dividend Shares that will convert at that time is
determined by the ratio of converting Class B non-Dividend Shares held by a
shareholder to that shareholder's total Class B non-Dividend Shares.  All
conversions pursuant to this paragraph 3 shall be made on the basis of the
relative net asset values of the two classes, without the imposition of any
sales load, fee, or other charge.
4.  Exchange Privileges.
 Class A: Shares of Class A may be exchanged for shares of (i) any other
Fidelity Advisor Fund: Class A; and (ii) any portfolio of Daily Money Fund
or Daily Tax-Exempt Money Fund, other than Daily Money Fund: U.S. Treasury
Portfolio: Class B, or Daily Money Fund: U.S. Treasury Income Portfolio. 
 Class B: Shares of Class B may be exchanged for shares of (i) any other
Fidelity Advisor Fund: Class B; and (ii) Daily Money Fund: U.S. Treasury
Portfolio: Class B.
 Institutional Class: Shares of Institutional Class may be exchanged for
shares of (i) any other Fidelity Advisor Fund: Institutional Class; and
(ii) shares of any Fidelity Retail Fund offering an exchange privilege to
other Fidelity Retail Funds.
 
 Strategic Opportunities Fund: Initial Class: Shares of Strategic
Opportunities Fund: Initial Class may be exchanged for shares of any
Fidelity Retail Fund offering an exchange privilege to other Fidelity
Retail Funds.
 
5.  Expense Allocations.  Expenses shall be allocated under this Plan as
follows:
 A.  Class expenses: The following expenses shall be allocated exclusively
to the applicable specific class of shares: (i) distribution and
shareholder service fees; (ii) transfer agent fees; and (iii) Blue Sky
state registration fees.  
 B.  Portfolio expenses: Expenses not allocated to specific classes as
specified above shall be charged to the Portfolio and allocated daily to
each class on the basis of the net asset value of that class in relation to
the net asset value of the Portfolio.
6.  Voting Rights.  Each class of shares governed by this Plan (i) shall
have exclusive voting rights on any matter submitted to shareholders that
relates solely to its arrangement; and (ii) shall have separate voting
rights on any matter submitted to shareholders in which the interests of
one class differ from the interests of any other class.
7.  Effective Date of Plan.  This Plan shall become effective upon the
first business day of the month following approval by a vote of at least a
majority of the Trustees of the Fund, and a majority of the Trustees of the
Fund who are not "interested persons" of the Fund, which vote shall have
found that this Plan as proposed to be adopted, including the expense
allocation, is in the best interests of each class individually and of the
Portfolio as a whole; or upon such other date as the Trustees shall
determine.  Any material amendment to this Plan shall become effective upon
the first business day of the month following approval by a vote of at
least a majority of the Trustees of the Fund, and a majority of the
Trustees of the Fund who are not "interested persons" of the Fund, which
vote shall have found that this Plan as proposed to be amended, including
the expense allocation, is in the best interests of each class individually
and of the Portfolio as a whole; or upon such other date as the Trustees
shall determine.
8.  Severability.  If any provision of this Plan shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
the Plan shall not be affected thereby.
9.  Limitation of Liability.  Consistent with the limitation of shareholder
liability as set forth in each Fund's Declaration of Trust or other
organizational document, any obligations assumed by any Portfolio or class
thereof, and any agreements related to this Plan shall be limited in all
cases to the relevant Portfolio and its assets, or class and its assets, as
the case may be, and shall not constitute obligations of any other
Portfolio or class of shares.  All persons having any claim against the
Portfolio, or any class thereof, arising in connection with this Plan, are
expressly put on notice of such limitation of shareholder liability, and
agree that any such claim shall be limited in all cases to the relevant
Portfolio and its assets, or class and its assets, as the case may be, and
such person shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Fund, Class or Portfolio; nor shall
such person seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Fund. 
 
EXHIBIT I TO MULTIPLE CLASS OF SHARES PLAN FOR FIDELITY ADVISOR FUNDS
 
<TABLE>
<CAPTION>
<S>                             <C>                   <C>                    <C>                    
FUND/CLASS                      SALES CHARGE          DISTRIBUTION FEE       SHAREHOLDER            
                                                      (AS A PERCENTAGE OF    SERVICE FEE            
                                                      AVERAGE NET ASSETS)    (AS A PERCENTAGE OF    
                                                                             AVERAGE NET ASSETS)    
 
Overseas:                       front-end             0.65                   none                   
 Class A                        contingent deferred   0.75                   0.25                   
 Class B                        none                  none                   none                   
 Institutional Class                                                                                
 
Equity Portfolio Growth:        front-end             0.65                   none                   
 Class A                        none                  none                   none                   
 Institutional Class                                                                                
 
Global Resources Fund:          front-end             0.65                   none                   
 Class A                        contingent deferred   0.75                   0.25                   
 Class B                        none                  none                   none                   
 Institutional Class                                                                                
 
Growth Opportunities Fund:      front-end             0.65                   none                   
 Class A                        none                  none                   none                   
 Institutional Class                                                                                
 
Strategic Opportunities Fund:   front-end             none                   none                   
 Initial Class                  front-end             0.65                   none                   
 Class A                        contingent deferred   0.75                   0.25                   
 Class B                        none                  none                   none                   
 Institutional Class                                                                                
 
Equity Income Fund:             front-end             0.65                   none                   
 Class A                        contingent deferred   0.75                   0.25                   
 Class B                        none                  none                   none                   
 Institutional Class                                                                                
 
Income & Growth Fund:           front-end             0.65                   none                   
 Class A                        none                  none                   none                   
 Institutional Class                                                                                
 
Emerging Markets Income Fund:   front-end             0.25                   none                   
 Class A                        contingent deferred   0.75                   0.25                   
 Class B                        none                  none                   none                   
 Institutional Class                                                                                
 
High Yield Fund:                front-end             0.25                   none                   
 Class A                        contingent deferred   0.75                   0.25                   
 Class B                        none                  none                   none                   
 Institutional Class                                                                                
 
Strategic Income Fund:          front-end             0.25                   none                   
 Class A                        contingent deferred   0.75                   0.25                   
 Class B                        none                  none                   none                   
 Institutional Class                                                                                
 
Government Investment Fund:     front-end             0.25                   none                   
 Class A                        contingent deferred   0.75                   0.25                   
 Class B                        none                  none                   none                   
 Institutional Class                                                                                
 
Limited Term Bond Fund:         front-end             0.25                   none                   
 Class A                        contingent deferred   0.75                   0.25                   
 Class B                        none                  none                   none                   
 Institutional Class                                                                                
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                   <C>                   <C>                    <C>                    
FUND/CLASS                            SALES CHARGE          DISTRIBUTION FEE       SHAREHOLDER            
                                                            (AS A PERCENTAGE OF    SERVICE FEE            
                                                            AVERAGE NET ASSETS)    (AS A PERCENTAGE OF    
                                                                                   AVERAGE NET ASSETS)    
 
Short Fixed-Income Fund:              front-end             0.15                   none                   
 Class A                              none                  none                   none                   
 Institutional Class                                                                                      
 
High Income Municipal Fund:           front-end             0.25                   none                   
 Class A                              contingent deferred   0.75                   0.25                   
 Class B                              none                  none                   none                   
 Institutional Class                                                                                      
 
Limited Term Tax-Exempt Fund:         front-end             0.25                   none                   
 Class A                              contingent deferred   0.75                   0.25                   
 Class B                              none                  none                   none                   
 Institutional Class                                                                                      
 
Short-Intermediate Tax-Exempt Fund:   front-end             0.15                   none                   
 Class A                              none                  none                   none                   
 Institutional Class                                                                                      
 
California Tax-Free Income Fund:      front-end             0.25                   none                   
 Class A                              contingent deferred   0.75                   0.25                   
 Class B                              none                  none                   none                   
 Institutional Class                                                                                      
 
New York Tax-Free Income Fund:        front-end             0.25                   none                   
 Class A                              contingent deferred   0.75                   0.25                   
 Class B                              none                  none                   none                   
 Institutional Class                                                                                      
 
</TABLE>
 


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000795422
<NAME> Fidelity Advisor Series II
<SERIES>
 <NUMBER> 11
 <NAME> Fidelity Advisor High Yield Portfolio
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             OCT-31-1994   
 
<PERIOD-END>                  OCT-31-1994   
 
<INVESTMENTS-AT-COST>         742,982       
 
<INVESTMENTS-AT-VALUE>        738,179       
 
<RECEIVABLES>                 23,546        
 
<ASSETS-OTHER>                1             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                761,726       
 
<PAYABLE-FOR-SECURITIES>      63,276        
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     1,868         
 
<TOTAL-LIABILITIES>           65,144        
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      707,436       
 
<SHARES-COMMON-STOCK>         60,598        
 
<SHARES-COMMON-PRIOR>         40,422        
 
<ACCUMULATED-NII-CURRENT>     3,789         
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (9,885)       
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      (4,758)       
 
<NET-ASSETS>                  696,582       
 
<DIVIDEND-INCOME>             3,721         
 
<INTEREST-INCOME>             46,073        
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                7,410         
 
<NET-INVESTMENT-INCOME>       42,384        
 
<REALIZED-GAINS-CURRENT>      (7,075)       
 
<APPREC-INCREASE-CURRENT>     (21,975)      
 
<NET-CHANGE-FROM-OPS>         13,334        
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     43,822        
 
<DISTRIBUTIONS-OF-GAINS>      10,721        
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       51,111        
 
<NUMBER-OF-SHARES-REDEEMED>   34,072        
 
<SHARES-REINVESTED>           3,136         
 
<NET-CHANGE-IN-ASSETS>        211,023       
 
<ACCUMULATED-NII-PRIOR>       2,639         
 
<ACCUMULATED-GAINS-PRIOR>     12,512        
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         3,738         
 
<INTEREST-EXPENSE>            6             
 
<GROSS-EXPENSE>               7,417         
 
<AVERAGE-NET-ASSETS>          610,400       
 
<PER-SHARE-NAV-BEGIN>         12.010        
 
<PER-SHARE-NII>               .848          
 
<PER-SHARE-GAIN-APPREC>       (.537)        
 
<PER-SHARE-DIVIDEND>          .851          
 
<PER-SHARE-DISTRIBUTIONS>     .250          
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           11.220        
 
<EXPENSE-RATIO>               120           
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000795422
<NAME> Fidelity Advisor Series II
<SERIES>
 <NUMBER> 1
 <NAME> Fidelity Advisor High Yield Portfolio
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             OCT-31-1994   
 
<PERIOD-END>                  OCT-31-1994   
 
<INVESTMENTS-AT-COST>         742,982       
 
<INVESTMENTS-AT-VALUE>        738,179       
 
<RECEIVABLES>                 23,546        
 
<ASSETS-OTHER>                1             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                761,726       
 
<PAYABLE-FOR-SECURITIES>      63,276        
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     1,868         
 
<TOTAL-LIABILITIES>           65,144        
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      707,436       
 
<SHARES-COMMON-STOCK>         1,512         
 
<SHARES-COMMON-PRIOR>         0             
 
<ACCUMULATED-NII-CURRENT>     3,789         
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (9,885)       
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      (4,758)       
 
<NET-ASSETS>                  696,582       
 
<DIVIDEND-INCOME>             3,721         
 
<INTEREST-INCOME>             46,073        
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                7,410         
 
<NET-INVESTMENT-INCOME>       42,384        
 
<REALIZED-GAINS-CURRENT>      (7,075)       
 
<APPREC-INCREASE-CURRENT>     (21,975)      
 
<NET-CHANGE-FROM-OPS>         13,334        
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     137           
 
<DISTRIBUTIONS-OF-GAINS>      0             
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       2,046         
 
<NUMBER-OF-SHARES-REDEEMED>   540           
 
<SHARES-REINVESTED>           8             
 
<NET-CHANGE-IN-ASSETS>        211,023       
 
<ACCUMULATED-NII-PRIOR>       2,639         
 
<ACCUMULATED-GAINS-PRIOR>     12,512        
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         3,738         
 
<INTEREST-EXPENSE>            6             
 
<GROSS-EXPENSE>               7,417         
 
<AVERAGE-NET-ASSETS>          8,373         
 
<PER-SHARE-NAV-BEGIN>         11.300        
 
<PER-SHARE-NII>               .223          
 
<PER-SHARE-GAIN-APPREC>       (.118)        
 
<PER-SHARE-DIVIDEND>          .195          
 
<PER-SHARE-DISTRIBUTIONS>     0             
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           11.210        
 
<EXPENSE-RATIO>               220           
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000795422
<NAME> Fidelity Advisor Series II
<SERIES>
 <NUMBER> 2
 <NAME> Fidelity Advisor Income & Growth Portfolio
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             OCT-31-1994   
 
<PERIOD-END>                  OCT-31-1994   
 
<INVESTMENTS-AT-COST>         3,095,394     
 
<INVESTMENTS-AT-VALUE>        2,783,721     
 
<RECEIVABLES>                 (135,654)     
 
<ASSETS-OTHER>                285,311       
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                3,221,578     
 
<PAYABLE-FOR-SECURITIES>      64,965        
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     27,837        
 
<TOTAL-LIABILITIES>           92,802        
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      3,189,112     
 
<SHARES-COMMON-STOCK>         213,329       
 
<SHARES-COMMON-PRIOR>         103,978       
 
<ACCUMULATED-NII-CURRENT>     6,656         
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (31,899)      
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      (35,093)      
 
<NET-ASSETS>                  3,128,776     
 
<DIVIDEND-INCOME>             27,500        
 
<INTEREST-INCOME>             109,833       
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                40,436        
 
<NET-INVESTMENT-INCOME>       96,897        
 
<REALIZED-GAINS-CURRENT>      (77,188)      
 
<APPREC-INCREASE-CURRENT>     (102,068)     
 
<NET-CHANGE-FROM-OPS>         (82,359)      
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     43,754        
 
<DISTRIBUTIONS-OF-GAINS>      56,730        
 
<DISTRIBUTIONS-OTHER>         6,785         
 
<NUMBER-OF-SHARES-SOLD>       139,531       
 
<NUMBER-OF-SHARES-REDEEMED>   36,474        
 
<SHARES-REINVESTED>           6,294         
 
<NET-CHANGE-IN-ASSETS>        1,474,652     
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     56,456        
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         13,326        
 
<INTEREST-EXPENSE>            16            
 
<GROSS-EXPENSE>               40,685        
 
<AVERAGE-NET-ASSETS>          2,556,897     
 
<PER-SHARE-NAV-BEGIN>         15.910        
 
<PER-SHARE-NII>               .380          
 
<PER-SHARE-GAIN-APPREC>       (.790)        
 
<PER-SHARE-DIVIDEND>          .300          
 
<PER-SHARE-DISTRIBUTIONS>     .490          
 
<RETURNS-OF-CAPITAL>          .040          
 
<PER-SHARE-NAV-END>           14.670        
 
<EXPENSE-RATIO>               158           
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000795422
<NAME> Fidelity Advisor Series II
<SERIES>
 <NUMBER> 31
 <NAME> Fidelity Advisor Government Investment Portfolio
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             OCT-31-1994   
 
<PERIOD-END>                  OCT-31-1994   
 
<INVESTMENTS-AT-COST>         121,118       
 
<INVESTMENTS-AT-VALUE>        117,017       
 
<RECEIVABLES>                 3,789         
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                120,806       
 
<PAYABLE-FOR-SECURITIES>      3,704         
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     587           
 
<TOTAL-LIABILITIES>           4,291         
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      125,242       
 
<SHARES-COMMON-STOCK>         12,776        
 
<SHARES-COMMON-PRIOR>         6,892         
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        56            
 
<ACCUMULATED-NET-GAINS>       (4,570)       
 
<OVERDISTRIBUTION-GAINS>      0             
 
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<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000795422
<NAME> Fidelity Advisor Series II
<SERIES>
 <NUMBER> 3
 <NAME> Fidelity Advisor Government Investment Portfolio
<MULTIPLIER> 1,000
       
<S>
<C>
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<FISCAL-YEAR-END>             OCT-31-1994   
 
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<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000795422
<NAME> Fidelity Advisor Series II
<SERIES>
 <NUMBER> 4
 <NAME> Fidelity Advisor Short Fixed-Income Portfolio
<MULTIPLIER> 1,000
       
<S>
<C>
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<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000795422
<NAME> Fidelity Advisor Series II
<SERIES>
 <NUMBER> 5
 <NAME> Fidelity Advisor Growth Opportunities Portfolio
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             OCT-31-1994   
 
<PERIOD-END>                  OCT-31-1994   
 
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<INVESTMENTS-AT-VALUE>        4,602,851     
 
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<OVERDISTRIBUTION-GAINS>      0             
 
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<OVERDIST-NET-GAINS-PRIOR>    0             
 
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<INTEREST-EXPENSE>            0             
 
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<PER-SHARE-DIVIDEND>          .070          
 
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<PER-SHARE-NAV-END>           26.620        
 
<EXPENSE-RATIO>               162           
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        



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