FIDELITY ADVISOR SERIES II, 485BPOS, 2000-07-20

FIDELITY ADVISOR SERIES II
485BPOS, 2000-07-20

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NEW PORTFOLIO FILING

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT (No. 33-6516)
UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 50 [X]

and

REGISTRATION STATEMENT (No. 811-4707)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 52 [X]

Fidelity Advisor Series II
(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: 617-563-7000

Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)

It is proposed that this filing will become effective

( ) immediately upon filing pursuant to paragraph (b).
(X) on August 9, 2000 pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
( ) on ( ) pursuant to paragraph (a)(1) of Rule 485
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

( ) this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

SUBJECT TO COMPLETION. PRELIMINARY PROSPECTUS DATED July 20, 2000. The
information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.

FIDELITY(registered trademark) ADVISOR
FLOATING RATE
HIGH INCOME
FUND

CLASS A
( Fund 861, CUSIP 315807594)

CLASS T
(Fund 872, CUSIP 315807586)

CLASS B
(Fund 862, CUSIP 315807578)

CLASS C
( Fund 871, CUSIP 315807560)

PROSPECTUS
AUGUST 9, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 4 INVESTMENT SUMMARY

4 PERFORMANCE

4 FEE TABLE

FUND BASICS 6 INVESTMENT DETAILS

7 VALUING SHARES

SHAREHOLDER INFORMATION 7 BUYING AND SELLING SHARES

15 EXCHANGING SHARES

15 ACCOUNT FEATURES AND POLICIES

19 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

19 TAX CONSEQUENCES

FUND SERVICES 20 FUND MANAGEMENT

20 FUND DISTRIBUTION

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

ADVISOR FLOATING RATE HIGH INCOME FUND seeks a high level of current
income.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing at least 65% of total assets
in income-producing floating rate loans and other floating rate debt
securities. Floating rate loans are often lower-quality debt
securities and generally are subject to restrictions on resale.

(small solid bullet) Investing in companies in troubled or uncertain
financial condition.

(small solid bullet) Investing in money market and investment-grade
debt securitie s, and repurchase agreements.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole. Lower-quality debt securities
(those of less than investment-grade quality), including floating rate
loans, involve greater risk of default on interest and principal
payments and price changes due to increased sensitivity to adverse
issuer, political, regulatory, mar ket, o r economic
developments.

(small solid bullet) IMPAIRMENT OF COLLATERAL. A floating rate loan
may not be fully collateralized which may cause the floating rate loan
to decline significantly in value.

(small solid bullet) FLOATING RATE LOAN TRADING. Floating rate loans
sometimes trade infrequently in the secondary market. As a result,
the value of a floating rate loan may decline and the fund may
experience difficulty or delays in b uying or selling a floating
rate loan at an acceptable price .

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can limit
the potential for gains when the credit quality of the issuer
improves.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, marke t,
or economic developments in those countries.

In addition, the fund is considered non-diversified and can invest a
greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would
occur in a more diversified fund.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

Performance history will be available for the fund after the fund has
been in operation for one calendar year.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell Class A, Class T, Class B, and Class C
shares of the fund. The annual class operating expenses provided below
for each class are based on estimated expenses.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Class A Class T Class B Class C

Maximum sales charge (load) 3.75%A 2.75%B None None
on purchases (as a % of
offering price)

Maximum contingent deferred NoneC NoneC 3.50%D 1.00%E
sales charge (as a % of the
lesser of original purchase
price or redemption proceeds)

Sales charge (load) on None None None None
reinvested distributions

Redemption fee on shares held 1.00% 1.00% 1.00% 1.00%
less than 60 days (as a % of
amount redeemed)

A LOWER FRONT-END SALES CHARGES FOR CLASS A MAY BE AVAILABLE WITH
PURCHASE OF $50,000 OR MORE.

B LOWER FRONT-END SALES CHARGES FOR CLASS T MAY BE AVAILABLE WITH
PURCHASE OF $50,000 OR MORE.

C A CONTINGENT DEFERRED SALES CHARGE (CDSC) OF 0.25% IS ASSESSED ON
CERTAIN REDEMPTIONS OF CLASS A AND CLASS T SHARES ON WHICH A FINDER'S
FEE WAS PAID.

D DECLINES OVER 6 YEARS FROM 3.5 0% TO 0%.

E ON CLASS C SHARES REDEEMED WITHIN 15 MONTHS OF PURCHASE.

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

Class A Class T Class B Class C

Management fee 0.68% 0.68% 0.68% 0.68%

Distribution and Service 0.15% 0.25% 0.70% 0.80%
(12b-1) fee (including 0.15%
Service fee only for Class B
and 0.25% Service fee only
for Class C)

Other expenses 0.45% 0.34% 0.46% 0.42%

Total annual class operating 1.28% 1.27% 1.84% 1.90%
expensesA

A FMR HAS VOLUNTARILY AGREED TO REIMBURSE CLASS A, CLASS T, CLASS B,
AND CLASS C OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
THEIR RESPECTIVE AVERAGE NET ASSETS, EXCEED THE FOLLOWING RATES:

Class A Effective Date Class T Effective Date Class B Effective Date Class C Effective
Date

Advisor Floating Rate High 1.10% 8/16/00 1.20% 8/16/00 1.65% 8/16/00 1.75% 8/16/00
Income Fund

</TABLE>

THESE ARRANGEMENTS CAN BE DISCONTINUED BY FMR AT ANY TIME.

This EXAMPLE helps you compare the cost of investing in the fund with
the cost of investing in other mutual funds.

Let's say, hypothetically, that each class's annual return is 5% and
that your shareholder fees and each class's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account at the end of each time period
indicated and if you leave your account open:

Class A Class T Class B Class C

Account open Account closed Account open Account closed Account open Account closed Account open Account
closed

1 year $ 501 $ 501 $ 401 $ 401 $ 187 $ 537 $ 193 $ 293

3 years $ 766 $ 766 $ 667 $ 667 $ 578 $ 828 $ 598 $ 598

</TABLE>

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

ADVISOR FLOATING RATE HIGH INCOME FUND seeks a high level of current
income.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests at least 65% of the fund's total assets in
income-producing floating rate loans and other floating rate debt
securities. Many floating rate loans are lower-quality and generally
are subject to legal or contractual restrictions limiting FMR's
ability to resell them. FMR may invest in companies whose financial
condition is troubled or uncertain and that may be involved in
bankruptcy proceedings, reorganizations, or financial restructurings.

FMR may invest the fund's assets significantly in money market and
investment-grade debt securities , and repurchase agreements.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

Because the fund is considered non-diversified FMR may invest a
significant percentage of the fund's assets in a single issuer.

In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its ability to pay principal
and interest in light of its current financial condition, its industry
position, and economic and market conditions. Factors considered
include a security's structural features, underlying collateral, and
current price compared to its long-term value, and the earnings
potential, credit standing, and management of the security's issuer.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices, interest rates , or other factors that affect
security values. If FMR's strategies do not work as intended, the fund
may not achieve its objective.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

FLOATING RATE LOANS are debt securities issued by companies or other
entities with floating interest rates that reset periodically. Most
floating rate loans are secured by specific collateral of the borrower
and are senior to most other securities of the borrower (e.g. common
stock or debt instruments) in the event of bankruptcy. Floating rate
loans are often issued in connection with recapitalizations,
acquisitions, leveraged buyouts, and refinancings. Floating rate loans
are typically structured and administered by a financial institution
that acts as the agent of the lenders participating in the floating
rate loan. Floating rate loans may be acquired directly through the
agent, as an assignment from another lender who holds a direct
interest in the floating rate loan, or as a participation interest in
another lender's portion of the floating rate loan.

DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable, or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero coupon bonds, do not pay current interest but
are sold at a discount from their face values. Debt securities include
all types of debt instruments such as floating rate loans, corporate
bonds, government securities, and mortgage and other asset-backed
securities.

MONEY MARKET SECURITIES are high-quality, short-term securities that
pay a fixed, variable, or floating interest rate. Money market
securities include bank certificates of deposit, bank acceptances,
bank time deposits, notes, commercial paper, and U.S. Government
securities.

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon price.

PRINCIPAL INVESTMENT RISKS

Many factors affect the fund's performance. The fund's yield and share
price change daily based on changes in interest rates and market
conditions and in response to other economic, political, or financial
developments. The fund's reaction to these developments will be
affected by the types and maturities of securities in which the fund
invests, the financial condition, industry and economic sector, and
geographic location of an issuer, and the fund's level of investment
in the securities of that issuer. Because FMR may invest a significant
percentage of the fund's assets in a single issuer, the fund's
performance could be closely tied to that one issuer and could be more
volatile than the performance of more diversified funds. When you sell
your shares of the fund, they could be worth more or less than what
you paid for them.

The following factors can significantly affect the fund's performance:

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the credit quality or
value of an issuer's securities and its ability to pay interest and
principal when due. Lower-quality debt securities (those of less than
investment-grade quality), including floating rate loans, tend to be
more sensitive to these changes than higher-quality debt securities.

Lower-quality debt securities involve greater risk of default on
interest and principal payments or price changes due to changes in the
credit quality of the issuer. The value of lower-quality debt
securities often fluctuates in response to company, political, or
economic developments and can decline significantly over short periods
of time or during periods of general or regional economic difficulty.
The default rate for lower-quality debt securities is likely to
be higher during economic recessions or periods of high interest
rates.

IMPAIRMENT OF COLLATERAL. The value of the collateral securing a
floating rate loan can decline, be insufficient to meet the
obligations of the borrower, or be difficult to liquidate. As a
result, a floating rate loan may not be fully collateralized and can
decline significantly in value.

FLOATING RATE LOAN TRADING. The volume and frequency of secondary
market trading in floating rate loans varies significantly over time
and among individual floating rate loans. During periods of infrequent
trading , the value of a floating rate loan may decline. In
addition, the fund may experience difficulty or delays in b uying
or selling a floating rate loan at an acceptable price .

PREPAYMENT. Many types of debt securities, including floating rate
loans, are subject to prepayment risk. Prepayment occurs when the
issuer of a security can repay principal prior to the security's
maturity. Securities subject to prepayment risk can offer less
potential for gains when the credit quality of the issuer
improves.

INTEREST RATE CHANGES. In general, the price of a debt security can
fall when interest rates rise and can rise when interest rates fall.
Securities with floating interest rates can be less sensitive to
interest rate changes, but may decline in value if their interest
rates do not rise as much as interest rates in general.

FOREIGN EXPOSURE. Foreign securities and securities issued by U.S.
entities with substantial foreign operations can involve additional
risks relating to political, economic, or regulatory conditions in
foreign countries. All of these factors can make foreign investments
more volatile than U.S. investments.

In response to market, economic, political, or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect the fund's
performance and the fund may not achieve its investment objective.

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

ADVISOR FLOATING RATE HIGH INCOME FUND seeks a high level of current
income.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates each class's NAV as of the close
of business of the NYSE, normally 4:00 p.m. Eastern time. However, NAV
may be calculated earlier if trading on the NYSE is restricted or as
permitted by the Securities and Exchange Commission (SEC). The fund's
assets are valued as of this time for the purpose of computing each
class's NAV.

To the extent that the fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of the fund's assets may not occur on days when the
fund is open for business.

The fund's assets are valued primarily on the basis of information
furnished by a pricing service or market quotations. Certain
short-term securities are valued on the basis of amortized cost. If
market quotations or information furnished by a pricing service is not
readily available or does not accurately reflect fair value for a
security or if a security's value has been materially affected by
events occurring after the close of the exchange or market on which
the security is principally traded (for example, a foreign exchange or
market), that security may be valued by another method that the Board
of Trustees believes accurately reflects fair value. A security's
valuation may differ depending on the method used for determining
value.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, produc t, and service information, please use the
following phone numbers:

(small solid bullet) If you are investing through a broker-dealer or
insurance representative, 1-800-522-7297 (8:30 a.m. - 7:00 p.m.
Eastern time, Monday through Friday).

(small solid bullet) If you are investing through a bank
representative, 1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time,
Monday through Friday).

Please use the following addresses:

BUYING OR SELLING SHARES

Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Class A, Class T, Class B, and Class C shares of
the fund through a retirement account or an investment professional.
When you invest through a retirement account or an investment
professional, the procedures for buying, selling, and exchanging Class
A, Class T, Class B, and Class C shares of the fund and the account
features and policies may differ. Additional fees may also apply to
your investment in Class A, Class T, Class B, and Class C shares of
the fund, including a transaction fee if you buy or sell Class A,
Class T, Class B, and Class C shares of the fund through a broker or
other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED PLANS
(solid bullet) KEOGH PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST
FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR
OTHER GROUPS

BUYING SHARES

The price to buy one share of Class A or Class T is the class's
offering price or the class's NAV, depending on whether you pay a
front-end sales charge.

For Class B and Class C, the price to buy one share is the class's
NAV. Class B and Class C shares are sold without a front-end sales
charge, but may be subject to a CDSC upon redemption.

If you pay a front-end sales charge, your price will be Class A's or
Class T's offering price. When you buy Class A or Class T shares at
the offering price, Fidelity deducts the appropriate sales charge and
invests the rest in Class A or Class T shares of the fund. If you
qualify for a front-end sales charge waiver, your price will be Class
A's or Class T's NAV.

The offering price of Class A or Class T is its NAV divided by the
difference between one and the applicable front-end sales charge
percentage. Class A has a maximum front-end sales charge of 3.75% of
the offering price. Class T has a maximum front-end sales charge of
2.75% of the offering price.

Your shares will be bought at the next offering price or NAV, as
applicable, calculated after your order is received in proper form.

It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.

Short-term or excessive trading into and out of the fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, the fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
the fund. For these purposes, FMR may consider an investor's trading
history in the fund or other Fidelity funds, and accounts under common
ownership or control.

The fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.

(small solid bullet) Fidelity does not accept cash.

(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.

(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.

(small solid bullet) Fidelity must receive payment within three
business days after an order for shares is placed; otherwise your
purchase order may be canceled and you could be liable for any losses
or fees the fund or Fidelity has incurred.

(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.

Shares can be bought or sold through investment professionals using an
automated order placement and settlement system that guarantees
payment for orders on a specified date.

Certain financial institutions that meet creditworthiness criteria
established by Fidelity Distributors Corporation (FDC) may enter
confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than close of business on the next business
day. If payment is not received by that time, the order will be
canceled and the financial institution will be liable for any losses.

MINIMUMS

TO OPEN AN ACCOUNT $2,500

For certain Fidelity Advisor retirement
accountsA $500

Through regular investment plansB $100

TO ADD TO AN ACCOUNT $100

MINIMUM BALANCE $1,000

For certain Fidelity Advisor retirement
accountsA None

A FIDELITY ADVISOR TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA, SEP-IRA,
AND KEOGH ACCOUNTS.

B AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS
OPENED.

There is no minimum account balance or initial or subsequent purchase
minimum for certain Fidelity retirement accounts funded through salary
deduction, or accounts opened with the proceeds of distributions from
such retirement accounts. In addition, the fund may waive or lower
purchase minimums in other circumstances.

Purchase and account minimums are waived for purchases of Class T
shares with distributions from a Fidelity Defined Trust account.

PURCHASE AMOUNTS OF MORE THAN $250,000 WILL NOT BE ACCEPTED FOR CLASS
B SHARES.

PURCHASE AMOUNTS OF MORE THAN $1 MILLION WILL NOT BE ACCEPTED FOR
CLASS C SHARES. THIS LIMIT DOES NOT APPLY TO PURCHASES OF CLASS C
SHARES MADE BY AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT), 403(B) PROGRAM OR PLAN COVERING A
SOLE-PROPRIETOR (FORMERLY KEOGH/H.R. 10 PLAN).

KEY INFORMATION

PHONE TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from certain other
Fidelity funds. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."

TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from certain other
Fidelity funds. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI, (small solid bullet) Complete
OH 45277-0081 and sign the application.
Make your check payable to
the complete name of the
fund and note the applicable
class. Mail to your
investment professional or
to the address at left.

TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund
and note the applicable
class. Indicate your fund
account number on your check
and mail to your investment
professional or to the
address at left.
(small solid bullet) Exchange
from the same class of other
Fidelity Advisor funds or
from certain other Fidelity
funds. Send a letter of
instruction to your
investment professional or
to the address at left,
including your name, the
funds' names, the applicable
class names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.

IN PERSON TO OPEN AN ACCOUNT
(small solid bullet) Bring
your application and check
to your investment
professional.

TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to your
investment professional.

WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to set
up your account and to
arrange a wire transaction.
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your new
fund account number and your
name.

TO ADD TO AN ACCOUNT
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your fund
account number and your name.

AUTOMATICALLY TO OPEN AN ACCOUNT
(small solid bullet) Not
available.

TO ADD TO AN ACCOUNT
(small solid bullet) Use
Fidelity Advisor Systematic
Investment Program.
(small solid bullet) Use
Fidelity Advisor Systematic
Exchange Program to exchange
from certain Fidelity money
market funds or a Fidelity
Advisor fund.

SELLING SHARES

The price to sell one share of Class A, Class T, Class B, or Class C
is the class's NAV, minus the redemption fee (short-term trading fee),
if applicable, and any applicable CDSC.

The fund will deduct a short-term trading fee of 1.00% from the
redemption amount if you sell your shares after holding them less than
60 days. This fee is paid to the fund rather than Fidelity, and is
designed to offset the brokerage commissions, market impact, and other
costs associated with fluctuations in fund asset levels and cash flow
caused by short-term shareholder trading.

If you bought shares on different days, the shares you held longest
will be redeemed first for purposes of determining whether the
short-term trading fee applies. The short-term trading fee does not
apply to shares that were acquired through reinvestment of
distributions.

Any applicable CDSC is calculated based on your original redemption
amount.

Your shares will be sold at the next NAV calculated after your order
is received in proper form, minus any applicable CDSC.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 15 or 30 days, depending on your account;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000 worth of shares in the account to keep
it open, except accounts not subject to account minimums.

(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
the fund.

(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.

(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.

(small solid bullet) Redemption proceeds may be paid in securities or
other property rather than in cash if FMR determines it is in the best
interests of the fund.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

PHONE (small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to
initiate a wire transaction
or to request a check for
your redemption.

(small solid bullet) Exchange
to the same class of other
Fidelity Advisor funds or to
certain other Fidelity
funds. Call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information."

MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 770002 CINCINNATI, SOLE PROPRIETORSHIP, UGMA,
OH 45277-0081 UTMA
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including your name, the
fund's name, the applicable
class name, your fund
account number, and the
dollar amount or number of
shares to be sold. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.

RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information" to
request one.

TRUST
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the trust's name,
the fund's name, the
applicable class name, the
trust's fund account number,
and the dollar amount or
number of shares to be sold.
The trustee must sign the
letter of instruction
indicating capacity as
trustee. If the trustee's
name is not in the account
registration, provide a copy
of the trust document
certified within the last 60
days.

BUSINESS OR ORGANIZATION
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the firm's name,
the fund's name, the
applicable class name, the
firm's fund account number,
and the dollar amount or
number of shares to be sold.
At least one person
authorized by corporate
resolution to act on the
account must sign the letter
of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" for
instructions.

IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The letter of
instruction must be signed
by all persons required to
sign for transactions,
exactly as their names
appear on the account.

RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.

TRUST
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The trustee
must sign the letter of
instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION
(small solid bullet) Bring a
letter of instruction to
your investment
professional. At least one
person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit
your investment professional
for instructions.

AUTOMATICALLY (small solid bullet) Use
Fidelity Advisor Systematic
Exchange Program to exchange
to the same class of another
Fidelity Advisor fund or to
certain Fidelity funds.

(small solid bullet) Use
Fidelity Advisor Systematic
Withdrawal Program to set up
periodic redemptions from
your Class A, Class T, Class
B, and Class C account.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a Class A shareholder, you have the privilege of exchanging Class A
shares of the fund for the same class of shares of other Fidelity
Advisor funds at NAV or for Daily Money Class shares of Treasury Fund,
Prime Fund, or Tax-Exempt Fund.

As a Class T shareholder, you have the privilege of exchanging Class T
shares of the fund for the same class of shares of other Fidelity
Advisor funds at NAV or for Daily Money Class shares of Treasury Fund,
Prime Fund, or Tax-Exempt Fund. If you purchased your Class T shares
through certain investment professionals that have signed an agreement
with FDC, you also have the privilege of exchanging your Class T
shares for shares of Fidelity Capital Appreciation Fund.

As a Class B shareholder, you have the privilege of exchanging Class B
shares of the fund for the same class of shares of other Fidelity
Advisor funds or for Advisor B Class shares of Treasury Fund.

As a Class C shareholder, you have the privilege of exchanging Class C
shares of the fund for the same class of shares of other Fidelity
Advisor funds or for Advisor C Class shares of Treasury Fund.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) The fund may temporarily or permanently terminate
the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control will be counted together for purposes of the four
exchange limit.

(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.

(small solid bullet) The fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

(small solid bullet) Any exchanges of Class A, Class T, Class B and
Class C shares are not subject to a CDSC.

The fund may terminate or modify the exchange privilege in the future.

Other funds may have different exchange restrictions, and may impose
trading fees of up to 1.00% of the amount exchanged. Check each fund's
prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
fund.

AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account, between accounts, or out of your account. While
automatic investment programs do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Automatic withdrawal or exchange
programs can be a convenient way to provide a consistent income flow
or to move money between your investments.

FIDELITY ADVISOR SYSTEMATIC
INVESTMENT PROGRAM TO MOVE
MONEY FROM YOUR BANK ACCOUNT
TO A FIDELITY ADVISOR FUND.

MINIMUM MINIMUM FREQUENCY PROCEDURES
INITIAL ADDITIONAL Monthly, bimonthly, (small solid bullet) To set
$100 $100 quarterly, or semi-annually up for a new account,
complete the appropriate
section on the application.

(small solid bullet) To set
up for existing accounts,
call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for an
application.

(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
investment date.

TO DIRECT DISTRIBUTIONS FROM
A FIDELITY DEFINED TRUST TO
CLASS T OF A FIDELITY
ADVISOR FUND.

MINIMUM MINIMUM PROCEDURES
INITIAL ADDITIONAL (small solid bullet) To set
Not Not Applicable up for a new or existing
Applicable account, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information" for
the appropriate enrollment
form.

(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."

FIDELITY ADVISOR SYSTEMATIC
EXCHANGE PROGRAM TO MOVE
MONEY FROM CERTAIN FIDELITY
MONEY MARKET FUNDS TO CLASS
A, CLASS T, CLASS B, OR
CLASS C OF A FIDELITY
ADVISOR FUND OR FROM CLASS
A, CLASS T, CLASS B, OR
CLASS C OF A FIDELITY
ADVISOR FUND TO THE SAME
CLASS OF ANOTHER FIDELITY
ADVISOR FUND.

MINIMUM FREQUENCY PROCEDURES
$100 Monthly, quarterly, (small solid bullet) To set
semi-annually, or annually up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" after both
accounts are opened.

(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 2 business days
prior to your next scheduled
exchange date.

(small solid bullet) The
account from which the
exchanges are to be
processed must have a
minimum balance of $10,000.
The account into which the
exchange is being processed
must have a minimum balance
of $1,000.

</TABLE>

FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR CLASS A, CLASS T, CLASS
B, OR CLASS C ACCOUNT TO YOU
OR TO YOUR BANK CHECKING
ACCOUNT.

MINIMUM MAXIMUM FREQUENCY PROCEDURES
$100 $50,000 Class A and Class T: Monthly, (small solid bullet) Accounts
quarterly, or semi-annually with a value of $10,000 or
Class B and Class C: Monthly more in Class A, Class T,
or quarterly Class B, or Class C shares
are eligible for this program.

(small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.

(small solid bullet)
Aggregate redemptions per
12-month period from your
Class B or Class C account
may not exceed 10% of the
account value and are not
subject to a CDSC; and you
may set your withdrawal
amount as a percentage of
the value of your account or
a fixed dollar amount.

(small solid bullet) Because
of Class A's and Class T's
front-end sales charge, you
may not want to set up a
systematic withdrawal plan
during a period when you are
buying Class A or Class T
shares on a regular basis.

</TABLE>

OTHER FEATURES. The following other feature is also available to buy
and sell shares of the fund.

WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the wire feature before
using it. Complete the appropriate section on the application when
opening your account.

(small solid bullet) Call your investment professional or call
Fidelity at the appropriate number found in "General Information"
before your first use to verify that this feature is set up on your
account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) To add the wire feature or to change the bank
account designated to receive redemption proceeds at any time prior to
making a redemption request, you should send a letter of instruction,
including a signature guarantee, to your investment professional or to
Fidelity at the address found in "General Information."

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
the fund. Call Fidelity at 1-888-622-3175 if you need additional
copies of financial reports or prospectuses.

You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.

When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require the fund to withhold 31% of your taxable distributions and
redemptions.

If your ACCOUNT BALANCE falls below $1,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV, minus any applicable CDSC, on the day
your account is closed.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund earns interest, dividends, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. The fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.

The fund normally declares dividends daily and pays them monthly. The
fund normally pays capital gain distributions in December.

EARNING DIVIDENDS

Shares purchased by an automated purchase order begin to earn
dividends on the day your payment is received.

Shares purchased by all other purchase orders begin to earn dividends
on the first business day following the day your payment is received.

Shares earn dividends until, but not including, the next business day
following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each class's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional shares of the same
class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.

2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund. Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.

4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in the same class of shares of another
identically registered Fidelity Advisor fund or shares of certain
identically registered Fidelity funds. Your capital gain distributions
will be automatically invested in the same class of shares of another
identically registered Fidelity Advisor fund or shares of certain
identically registered Fidelity funds, automatically reinvested in
additional shares of the same class of the fund, or paid in cash.

Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, contact your investment
professional directly or call Fidelity.

If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES

As with any investment, your investment in the fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.

TAXES ON DISTRIBUTIONS. Distributions you receive from the fund are
subject to federal income tax, and may also be subject to state or
local taxes.

For federal tax purposes, the fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income, while
the fund's distributions of long-term capital gains are taxable to you
generally as capital gains.

If a fund's distributions exceed its income and capital gains realized
in any year, which is sometimes the result of currency-related losses,
all or a portion of those distributions may be treated as a return of
capital to shareholders for tax purposes. A return of capital
generally will not be taxable to you but will reduce the cost basis of
your shares and result in a higher reported capital gain or a lower
reported capital loss when you sell your shares.

If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash or to invest
distributions automatically in the same class of shares of another
Fidelity Advisor fund or shares of certain Fidelity funds, you will
receive certain December distributions in January, but those
distributions will be taxable as if you received them on December 31.

TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in the fund generally is the
difference between the cost of your shares and the price you receive
when you sell them.

FUND SERVICES

FUND MANAGEMENT

Advisor Floating Rate High Income is a mutual fund, an investment that
pools shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 31, 2000, FMR had approximately $639.1 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for the fund. FMR
U.K. was organized in 1986 to provide investment research and advice
to FMR. FMR U.K. may provide investment research and advice on issuers
based outside the United States and may also provide investment
advisory services for the fund.

(small solid bullet) Fidelity Management & Research (Far East) Inc.
(FMR Far East) serves as a sub-adviser for the fund. FMR Far East was
organized in 1986 to provide investment research and advice to FMR.
FMR Far East may provide investment research and advice on issuers
based outside the United States and may also provide investment
advisory services for the fund.

(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for the fund. As of September
28, 1999, FIJ had approximately $16.3 billion in discretionary assets
under management. FIJ may provide investment research and advice on
issuers based outside the United States.

Beginning January 1, 2001, FMR Co., Inc. (FMRC) will serve as a
sub-adviser for the fund. FMRC will be primarily responsible for
choosing investments for the fund. FMRC is a wholly-owned subsidiary
of FMR.

Christine McConnell is portfolio manager of Fidelity Advisor Floating
Rate High Income Fund. Ms. McConnell worked at Fidelity from 1987 to
1993. She rejoined the company in 1994 as an equity research analyst,
covering the wireless communication sector and the energy sector.

From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security, industry, or
market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily
represent the views of Fidelity or any other person in the Fidelity
organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is calculated by
adding a group fee rate to an individual fund fee rate, dividing by
twelve, and multiplying the result by the fund's average net assets
throughout the month.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.

For June 2000, the group fee rate was 0.12 55 %. The
individual fund fee rate is 0.55%.

FMR pays FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far Eas t in turn pays FIJ for providing
sub-advisory services.

FMR will pay FMRC for providing sub-advisory services.

FMR may, from time to time, agree to reimburse a class for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be discontinued by FMR at any time, can decrease a class's
expenses and boost its performance.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

FDC distributes each class's shares.

You may pay a sales charge when you buy or sell your shares.

FDC collects the sales charge.

The front-end sales charge will be reduced for purchases of Class A
and Class T shares according to the sales charge schedules below.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SALES CHARGES AND CONCESSIONS - CLASS A

Sales Charge

As a % of offering price As an approximate % of net Investment professional
amount invested concession as % of offering
price

Up to $49,999 3.75% 3.91% 3.00%

$50,000 to $99,999 3.00% 3.10% 2.25%

$100,000 to $249,999 2.25% 2.30% 1.75%

$250,000 to $499,999 1.75% 1.78% 1.50%

$500,000 to $999,999 1.50% 1.52% 1.25%

$1,000,000 to $24,999,999 0.50% 0.50% 0.50%

$25,000,000 or more None* None* *

</TABLE>

* SEE "FINDER'S FEE" SECTION ON PAGE 30.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SALES CHARGES AND CONCESSIONS - CLASS T

Sales Charge

As a % of offering price As an approximate % of net Investment professional
amount invested concession as % of offering
price

Up to $49,999 2.75% 2.83% 2.25%

$50,000 to $99,999 2.25% 2.30% 2.00%

$100,000 to $249,999 1.75% 1.78% 1.50%

$250,000 to $499,999 1.50% 1.52% 1.25%

$500,000 to $999,999 1.00% 1.01% 0.75%

$1,000,000 or more None* None* *

</TABLE>

* SEE "FINDER'S FEE" SECTION ON PAGE 30.

Class A or Class T shares purchased by an individual or company
through the Combined Purchase, Rights of Accumulation , or
Letter of Intent program may receive a reduced front-end sales charge
according to the sales charge schedules above. To qualify for a Class
A or Class T front-end sales charge reduction under one of these
programs, you must notify Fidelity in advance of your purchase. More
detailed information about these programs is contained in the
statement of additional information (SAI).

COMBINED PURCHASE. To receive a Class A or Class T front-end sales
charge reduction, if you are a new shareholder, you may combine your
purchase of Class A or Class T shares with purchases of: (i) Class A,
Class T, Class B , and Class C shares of any Fidelity Advisor
fund and (ii) Advisor B Class shares and Advisor C Class shares of
Treasury Fund.

RIGHTS OF ACCUMULATION. To receive a Class A or Class T front-end
sales charge reduction, if you are an existing shareholder, you may
add to your purchase of Class A or Class T shares the current value of
your holdings in: (i) Class A, Class T, Class B , and Class C
shares of any Fidelity Advisor fund, (ii) Advisor B Class shares and
Advisor C Class shares of Treasury Fund , and (iii) Daily Money
Class shares of Treasury Fund, Prime Fund , or Tax-Exempt Fund
acquired by exchange from any Fidelity Advisor fund.

LETTER OF INTENT. You may receive a Class A or Class T front-end sales
charge reduction on your purchases of Class A and Class T shares made
during a 13-month period by signing a Letter of Intent (Letter). Each
Class A or Class T purchase you make after you sign the Letter will be
entitled to the reduced front-end sales charge applicable to the total
investment indicated in the Letter. Purchases of the following may be
aggregated for the purpose of completing your Letter: (i) Class A and
Class T shares of any Fidelity Advisor fund (except those acquired by
exchange from Daily Money Class shares of Treasury Fund, Prime
Fund , or Tax-Exempt Fund that had been previously exchanged
from a Fidelity Advisor fund), (ii) Class B and Class C shares of any
Fidelity Advisor fund , and (iii) Advisor B Class shares and
Advisor C Class shares of Treasury Fund. Reinvested income and capital
gain distributions will not be considered purchases for the purpose of
completing your Letter.

Class B shares may, upon redemption, be assessed a CDSC based on the
following schedule:

From Date of Purchase Contingent Deferred Sales
Charge

Less than 1 year 3.50%

1 year to less than 2 years 3.00%

2 years to less than 3 years 2.50%

3 years to less than 4 years 2.00%

4 years to less than 5 years 1.50%

5 years to less than 6 years 1.00%

6 years to less than 7 yearsA 0%

A AFTER A MAXIMUM OF SEVEN YEARS, CLASS B SHARES WILL CONVERT
AUTOMATICALLY TO CLASS A SHARES OF THE FUND.

When exchanging Class B shares of one fund for Class B shares of
another Fidelity Advisor fund or Advisor B Class shares of Treasury
Fund, your Class B shares retain the CDSC schedule in effect when they
were originally bought.

Except as provided below, investment professionals receive as
compensation from FDC, at the time of sale, a concession equal to
3.25% of your purchase of Class B shares. For purchases of Class B
shares through reinvested dividends or capital gain distributions,
investment professionals do not receive a concession at the time of
sale.

Class C shares may, upon redemption within 15 months of
purchase, be assessed a CDSC of 1.00%.

Except as provided below, investment professionals will receive as
compensation from FDC, at the time of the sale, a concession equal to
1.00% of your purchase of Class C shares. For purchases of Class C
shares made for an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly Keogh/H.R. 10 plan) or through
reinvested dividends or capital gain distributions, investment
professionals do not receive a concession at the time of sale.

The CDSC for Class B and Class C shares will be calculated based on
the lesser of the cost of the Class B or Class C shares, as
applicable, at the initial date of purchase or the value of those
Class B or Class C shares, as applicable, at redemption, not including
any reinvested dividends or capital gains. Class B and Class C shares
acquired through reinvestment of dividends or capital gain
distributions will not be subject to a CDSC. In determining the
applicability and rate of any CDSC at redemption, Class B or Class C
shares representing reinvested dividends and capital gains will be
redeemed first, followed by those Class B or Class C shares that have
been held for the longest period of time.

A front-end sales charge will not apply to the following Class A
shares:

1. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program with at
least $25 million or more in plan assets;

2. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program
investing through an insurance company separate account used to fund
annuity contracts;

3. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program
investing through a trust institution, bank trust department or
insurance company, or any such institution's broker-dealer affiliate
that is not part of an organization primarily engaged in the brokerage
business. Employee benefit plans (except SIMPLE IRA, SEP, and SARSEP
plans and plans covering self-employed individuals and their employees
(formerly Keogh/H.R. 10 plans)) and 403(b) programs that participate
in the Advisor Retirement Connection do not qualify for this waiver;

4. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program
investing through an investment professional sponsored program that
requires the participating employee benefit plan to invest initially
in Class C or Class B shares and, upon meeting certain criteria,
subsequently requires the plan to invest in Class A shares;

5. Purchased by a trust institution or bank trust department for a
managed account that is charged an asset-based fee. Employee benefit
plans (except SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans)), 403(b) programs , and accounts managed by third parties
do not qualify for this waiver;

6. Purchased by a broker-dealer for a managed account that is charged
an asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do
not qualify for this waiver;

7. Purchased by a registered investment adviser that is not part of an
organization primarily engaged in the brokerage business for an
account that is managed on a discretionary basis and is charged an
asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP, and
SARSEP plans and plans covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do not
qualify for this waiver;

8. Purchased with proceeds from the sale of front-end load shares of a
non-Advisor mutual fund for an account participating in the FundSelect
by Nationwide program;

9. Purchased by a bank trust officer, registered representative, or
other employee (or a member of one of their immediate families) of
investment professionals having agreements with FDC. A member of the
immediate family of a bank trust officer, a registered
representative , or other employee of investment professionals
having agreements with FDC, is a spouse of one of those individuals,
an account for which one of those individuals is acting as custodian
for a minor child, and a trust account that is registered for the sole
benefit of a minor child of one of those individuals; or

10. Purchased by the Fidelity Investments Charitable Gift Fund.

A front-end sales charge will not apply to the following Class T
shares:

1. Purchased for an insurance company separate account used to fund
annuity contracts for employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or 403(b) programs;

2. Purchased by a trust institution or bank trust department for a
managed account that is charged an asset-based fee. Accounts managed
by third parties do not qualify for this waiver;

3. Purchased by a broker-dealer for a managed account that is charged
an asset-based fee;

4. Purchased by a registered investment adviser that is not part of an
organization primarily engaged in the brokerage business for an
account that is managed on a discretionary basis and is charged an
asset-based fee;

5. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program;

6. Purchased for a Fidelity or Fidelity Advisor account with the
proceeds of a distribution from (i) an insurance company separate
account used to fund annuity contracts for employee benefit plans,
403(b) programs , or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) that are invested in Fidelity Advisor or Fidelity
funds, or (ii) an employee benefit plan, 403(b) program , or
plan covering a sole-proprietor (formerly Keogh/H.R. 10 plan) that is
invested in Fidelity Advisor or Fidelity funds. (Distributions other
than those transferred to an IRA account must be transferred directly
into a Fidelity account.);

7. Purchased for any state, county, or city, or any governmental
instrumentality, department, authority or agency;

8. Purchased with redemption proceeds from other mutual fund complexes
on which you have previously paid a front-end sales charge or CDSC;

9. Purchased by a current or former trustee or officer of a Fidelity
fund or a current or retired officer, director or regular employee of
FMR Corp. or Fidelity International Limited or their direct or
indirect subsidiaries (a Fidelity trustee or employee), the spouse of
a Fidelity trustee or employee, a Fidelity trustee or employee acting
as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee;

10. Purchased by a charitable organization (as defined for purposes of
Section 501(c)(3) of the Internal Revenue Code, but excluding the
Fidelity Investments Charitable Gift Fund) investing $100,000 or more;

11. Purchased by a bank trust officer, registered representative, or
other employee (or a member of one of their immediate families) of
investment professionals having agreements with FDC. A member of the
immediate family of a bank trust officer, a registered
representative , or other employee of investment professionals
having agreements with FDC, is a spouse of one of those individuals,
an account for which one of those individuals is acting as custodian
for a minor child, and a trust account that is registered for the sole
benefit of a minor child of one of those individuals;

12. Purchased for a charitable remainder trust or life income pool
established for the benefit of a charitable organization (as defined
for purposes of Section 501(c)(3) of the Internal Revenue Code);

13. Purchased with distributions of income, principal, and capital
gains from Fidelity Defined Trusts; or

14. Purchased by the Fidelity Investments Charitable Gift Fund.

The Class B or Class C CDSC will not apply to the redemption of
shares:

1. For disability or death, provided that the shares are sold within
one year following the death or the initial determination of
disability;

2. That are permitted without penalty at age 70 pursuant to the
Internal Revenue Code from retirement plans or accounts (other than of
shares purchased on or after February 11, 1999 for Traditional IRAs,
Roth IRAs and Rollover IRAs);

3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 from Traditional IRAs, Roth IRAs and
Rollover IRAs purchased on or after February 11, 1999;

4. Through the Fidelity Advisor Systematic Withdrawal Program; or

5. (Applicable to Class C only) From an employee benefit plan, 403(b)
program , or plan covering a sole-proprietor (formerly
Keogh/H.R. 10 plan).

To qualify for a Class A or Class T front-end sales charge reduction
or waiver, you must notify Fidelity in advance of your purchase.

To qualify for a Class B or Class C CDSC waiver, you must notify
Fidelity in advance of your redemption.

FINDER'S FEE. On eligible purchases of (i) Class A shares in amounts
of $1 million or more that qualify for a Class A load waiver, (ii)
Class A shares in amounts of $25 million or more, and (iii) Class T
shares in amounts of $1 million or more, investment professionals will
be compensated with a fee at the rate of 0.25% of the purchase amount.

Shares held by an insurance company separate account will be
aggregated at the client (e.g., the contract holder or plan sponsor)
level, not at the separate account level. Upon request, anyone
claiming eligibility for the 0.25% fee with respect to shares held by
an insurance company separate account must provide Fidelity access to
records detailing purchases at the client level.

Except as provided below, any assets on which a finder's fee has been
paid will bear a contingent deferred sales charge (Class A or Class T
CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor funds, or Daily Money Class shares of Treasury Fund,
Prime Fund , or Tax-Exempt Fund for a period of at least one
uninterrupted year. The Class A or Class T CDSC will be 0.25% of the
lesser of the cost of the Class A or Class T shares, as applicable, at
the initial date of purchase or the value of those Class A or Class T
shares , as applicable, at redemption, not including any reinvested
dividends or capital gains. Class A and Class T shares acquired
through reinvestment of dividends or capital gain distributions will
not be subject to a Class A or Class T CDSC. In determining the
applicability and rate of any Class A or Class T CDSC at redemption,
Class A or Class T shares representing reinvested dividends and
capital gains will be redeemed first, followed by those Class A or
Class T CDSC shares that have been held for the longest period of
time.

The Class A or Class T CDSC will not apply to the redemption of
shares:

1. Held by insurance company separate accounts;

2. For plan loans or distributions or exchanges to non-Advisor fund
investment options from employee benefit plans (except shares of
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)
purchased on or after February 11, 1999) and 403(b) programs; or

3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 from Traditional IRAs, Roth IRAs,
SIMPLE IRAs, SEPs, SARSEPs , and plans covering a
sole-proprietor or self-employed individuals and their employees
(formerly Keogh/H.R. 10 plans).

To qualify for a Class A or Class T finder's fee or CDSC waiver, you
must notify Fidelity in advance of your purchase or redemption,
respectively.

REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A,
Class T, Class B , or Class C shares of the fund, you may
reinvest an amount equal to all or a portion of the redemption
proceeds in the same class of the fund or another Fidelity Advisor
fund, at the NAV next determined after receipt in proper form of your
investment order, provided that such reinvestment is made within 90
days of redemption. Under these circumstances, the dollar amount of
the CDSC you paid, if any, on shares will be reimbursed to you by
reinvesting that amount in Class A, Class T, Class B , or Class
C shares, as applicable. You must reinstate your Class A, Class T,
Class B , or Class C shares into an account with the same
registration. This privilege may be exercised only once by a
shareholder with respect to the fund and certain restrictions may
apply. For purposes of the CDSC schedule, the holding period will
continue as if the Class A, Class T, Class B , or Class C shares
had not been redeemed.

To qualify for the reinstatement privilege, you must notify Fidelity
in writing in advance of your reinvestment.

CONVERSION FEATURE. After a maximum of seven years from the initial
date of purchase, Class B shares and any capital appreciation
associated with those shares convert automatically to Class A shares
of the fund. Conversion to Class A shares will be made at NAV. At the
time of conversion, a portion of the Class B shares bought through the
reinvestment of dividends or capital gains (Dividend Shares) will also
convert to Class A shares. The portion of Dividend Shares that will
convert is determined by the ratio of your converting Class B
non-Dividend Shares to your total Class B non-Dividend Shares.

Class A of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class A of the fund is authorized to pay FDC a monthly 12b-1
fee as compensation for providing services intended to result in the
sale of Class A shares and/or shareholder support services. Class A of
the fund may pay FDC a 12b-1 fee at an annual rate of 0.40% of its
average net assets, or such lesser amount as the Trustees may
determine from time to time. Class A of the fund currently pays FDC a
monthly 12b-1 fee at an annual rate of 0.15% of its average net assets
throughout the month. Class A's 12b-1 fee rate for Advisor Floating
Rate High Income may be increased only when the Trustees believe that
it is in the best interests of Class A shareholders to do so.

Class T of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class T of the fund is authorized to pay FDC a monthly 12b-1
fee as compensation for providing services intended to result in the
sale of Class T shares and/or shareholder support services. Class T of
the fund may pay FDC a 12b-1 fee at an annual rate of 0.40% of its
average net assets, or such lesser amount as the Trustees may
determine from time to time. Class T of the fund currently pays FDC a
monthly 12b-1 fee at an annual rate of 0.25% of its average net assets
throughout the month. Class T's 12b-1 fee rate for Advisor Floating
Rate High Income may be increased only when the Trustees believe that
it is in the best interests of Class T shareholders to do so.

FDC may reallow to intermediaries (such as banks,
broker-dealers , and other service-providers), including its
affiliates, up to the full amount of the Class A and Class T 12b-1
fee, for providing services intended to result in the sale of Class A
or Class T shares and/or shareholder support services.

Class B of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class B of the fund is authorized to pay FDC a monthly 12b-1
(distribution) fee as compensation for providing services intended to
result in the sale of Class B shares. Class B of the fund may pay
FDC a 12b-1 (distribution) fee at an annual rate of 0.75% of its
average net assets, or such lesser amounts as the Trustees may
determine from time to time. Class B of the fund currently pays
FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.55% of
its average net assets throughout the month. Class B's 12b-1
(distribution) fee rate for Advisor Floating Rate High Income may be
increased only when the Trustees believe that it is in the best
interests of Class B shareholders to do so.

In addition, pursuant to the Class B plan, Class B of the fund is
authorized to pay FDC a monthly 12b-1 (service) fee as compensation
for providing shareholder support services. Class B of the fund may
pay FDC a 12b-1 (service) fee at an annual rate of 0.25% of its
average net assets, or such lesser amount as the Trustees may
determine from time to time. Class B of the fund currently pays
FD C a monthly 12b-1 (service) fee at an annual rate of 0.15% of
its average net assets throughout the month. Class B's 12b-1 (service)
fee rate for Advisor Floating Rate High Income may be increased only
when the Trustees believe it is in the best interests of Class B
shareholders to do so.

FDC may reallow up to the full amount of the Class B 12b-1 (service)
fee to intermediaries (such as banks, broker-dealers, and other
service-providers), including its affiliates, for providing
shareholder support services.

Class C of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class C of the fund is authorized to pay FDC a monthly 12b-1
(distribution) fee as compensation for providing services intended to
result in the sale of Class C shares. Class C of the fund may pay
FDC a 12b-1 (distribution) fee at an annual rate of 0.75% of its
average net assets, or such lesser amount as the Trustees may
determine from time to time. Class C of the fund currently pays
FDC a monthly 12b-1 (distribution) fee at an annual rate of
0.55 % of its average net assets throughout the month. Class
C's 12b-1 (distribution) fee rate for Advisor Floating Rate High
Income may be increased only when the Trustees believe that it is in
the best interests of Class C shareholders to do so.

In addition, pursuant to the Class C plan, Class C pays FDC a monthly
12b-1 (service) fee at an annual rate of 0.25% of Class C's average
net assets throughout the month for providing shareholder support
services.

Normally, after the first 15 months of investment, FDC may
reallow up to the full amount of the Class C 12b-1 (distribution) fees
to intermediaries (such as banks, broker-dealers, and other
service-providers), including its affiliates, for providing services
intended to result in the sale of Class C shares and may reallow up to
the full amount of the Class C 12b-1 (service) fee to intermediaries,
including its affiliates, for providing shareholder support services.

For purchases of Class C shares made for an employee benefit plan,
403(b) program or plan covering a sole-proprietor (formerly Keogh/H.R.
10 plan) or through reinvestment of dividends or capital gain
distributions, during the first 15 months of investment and
thereafter, FDC may reallow up to the full amount of the Class C 12b-1
(distribution) fee paid by such shares to intermediaries, including
its affiliates, for providing services intended to result in the sale
of Class C shares and may reallow up to the full amount of the Class C
12b-1 (service) fee paid by such shares to intermediaries, including
its affiliates, for providing shareholder support services.

In addition, each plan specifically recognizes that FMR may make
payments from its management fee revenue, past profits, or other
resources to FDC for expenses incurred in connection with providing
services intended to result in the sale of the applicable class's
shares and/or shareholder support services, including payments of
significant amounts made to intermediaries that provide those
services. Currently, the Board of Trustees of the fund has authorized
such payments for Class A, Class T, Class B , and Class C.

Because 12b-1 fees are paid out of each class's assets on an ongoing
basis, they will increase the cost of your investment and may cost you
more than paying other types of sales charges.

To receive sales concessions, finder's fees , and payments made
pursuant to a Distribution and Service Plan, intermediaries must sign
the appropriate agreement with FDC in advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Fidelity Advisor funds, provided
that the fund receives brokerage services and commission rates
comparable to those of other broker-dealers.

No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related SAI,
in connection with the offer contained in this prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the fund or FDC. This prospectus and
the related SAI do not constitute an offer by the fund or by FDC to
sell shares of the fund to or to buy shares of the fund from any
person to whom it is unlawful to make such offer.

You can obtain additional information about the fund. The fund's SAI
includes more detailed information about the fund and its investments.
The SAI is incorporated herein by reference (legally forms a part of
the prospectus). A financial report will be available once the fund
has completed its first annual or semi-annual period. The fund's
annual and semi-annual reports include a discussion of the fund's
holdings and recent market conditions and the fund's investment
strategies that affected performance.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

The SAI, the fund's annual and semi-annual reports and other related
materials are available from the Electronic Data Gathering, Analysis,
and Retrieval (EDGAR) Database on the SEC's web site
(http://www.sec.gov). You can obtain copies of this information, after
paying a duplicating fee, by sending a request by e-mail to
[email protected] or by writing the Public Reference Section of the
SEC, Washington, D.C. 20549-0102. You can also review and copy
information about the fund, including the fund's SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-202-942-8090 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-4707.

Fidelity, Fidelity Investments & (Pyramid) Design, and Directed
Dividends are registered trademarks of FMR Corp.

1.740962. 101 AFR-RED-0500-01

FIDELITY(registered trademark) ADVISOR
FLOATING RATE
HIGH INCOME
FUND

INSTITUTIONAL CLASS
(Fund 279, CUSIP 315807552 )

PROSPECTUS
AUGUST 9, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

2 PERFORMANCE

3 FEE TABLE

FUND BASICS 4 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

12 EXCHANGING SHARES

12 ACCOUNT FEATURES AND POLICIES

15 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

15 TAX CONSEQUENCES

FUND SERVICES 16 FUND MANAGEMENT

16 FUND DISTRIBUTION

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

ADVISOR FLOATING RATE HIGH INCOME FUND seeks a high level of current
income.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Investing in companies in troubled or uncertain
financial condition.

(small solid bullet) Investing in money market and investment-grade
debt securities , and repurchase agreements.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) IMPAIRMENT OF COLLATERAL. A floating rate loan
may not be fully collateralized which may cause the floating rate loan
to decline significantly in value.

(small solid bullet) FLOATING RATE LOAN TRADING. Floating rate loans
sometimes trade infrequently in the secondary market. As a result ,
the value of a floating rate loan may decline and the fund may
experience difficulty or delays in b uying or selling a floating
rate loan at an acceptable price.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory,
market , or economic developments in those countries.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

Performance history will be available for the fund after the fund has
been in operation for one calendar year.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell Institutional Class shares of the fund.
The annual class operating expenses provided below for Institutional
Class are based on estimated expenses.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Institutional Class

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

Redemption fee on shares held 1.00%
less than 60 days (as a % of
amount redeemed)

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

Institutional Class

Management fee 0.68%

Distribution and Service None
(12b-1) fee

Other expenses 0.29%

Total annual class operating 0.97%
expensesA

A EFFECTIVE AUGUST 16, 2000 , FMR HAS VOLUNTARILY AGREED TO
REIMBURSE INSTITUTIONAL CLASS OF THE FUND TO THE EXTENT THAT TOTAL
OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES
LENDING COSTS, BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS
A PERCENTAGE OF ITS AVERAGE NET ASSETS, EXCEED 0.95 %. THIS
ARRANGEMENT CAN BE DISCONTINUED BY FMR AT ANY TIME.

This EXAMPLE helps you compare the cost of investing in the fund with
the cost of investing in other mutual funds.

Let's say, hypothetically, that Institutional Class's annual return is
5% and that your shareholder fees and Institutional Class's annual
operating expenses are exactly as described in the fee table. This
example illustrates the effect of fees and expenses, but is not meant
to suggest actual or expected fees and expenses or returns, all of
which may vary. For every $10,000 you invested, here's how much you
would pay in total expenses if you close your account at the end of
each time period indicated:

Institutional Class

1 year $ 99

3 years $ 309

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

ADVISOR FLOATING RATE HIGH INCOME FUND seeks a high level of current
income.

PRINCIPAL INVESTMENT STRATEGIES

FMR may invest the fund's assets significantly in money market and
investment-grade debt securities , and repurchase agreements.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

Because the fund is considered non-diversified FMR may invest a
significant percentage of the fund's assets in a single issuer.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon price.

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

ADVISOR FLOATING RATE HIGH INCOME FUND seeks a high level of current
income.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, product , and service information, please use the
following phone numbers:

(small solid bullet) If you are investing through a broker-dealer or
insurance representative, 1-800-522-7297 (8:30 a.m. - 7:00 p.m.
Eastern time, Monday through Friday).

(small solid bullet) If you are investing through a bank
representative, 1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time,
Monday through Friday).

Please use the following addresses:

BUYING OR SELLING SHARES

Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Institutional Class shares of the fund through a
retirement account or an investment professional. When you invest
through a retirement account or an investment professional, the
procedures for buying, selling, and exchanging Institutional Class
shares of the fund and the account features and policies may differ.
Additional fees may also apply to your investment in Institutional
Class shares of the fund, including a transaction fee if you buy or
sell Institutional Class shares of the fund through a broker or other
investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST
FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS,
PARTNERSHIPS , OR OTHER GROUPS

BUYING SHARES

Institutional Class shares are offered to:

1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested in the
Institutional Class of the Advisor funds. In addition, employee
benefit plans (as defined in the Employee Retirement Income Security
Act), 403(b) programs , and plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans) must have at least $50 million in plan
assets;

2. Registered investment adviser managed account programs, provided
the registered investment adviser is not part of an organization
primarily engaged in the brokerage business, and the program (i)
charges an asset-based fee and (ii) will have at least $1 million
invested in the Institutional Class of the Advisor funds. In addition,
accounts other than an employee benefit plan, 403(b) program ,
or plan covering a sole-proprietor (formerly a Keogh/H.R. 10 plan) in
the program must be managed on a discretionary basis;

3. Trust institution and bank trust department managed account
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Accounts managed by third parties are not eligible to purchase
Institutional Class shares;

4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;

5. Fidelity Trustees and employees; and

6. Insurance company programs for employee benefit plans, 403(b)
programs , or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) that (i) charge an asset-based fee and (ii) will
have at least $1 million invested in the Institutional Class of the
Advisor funds. Insurance company programs for employee benefit plans,
403(b) programs , and plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) include such programs offered by a broker-dealer
affiliate of an insurance company, provided that the affiliate is not
part of an organization primarily engaged in the brokerage business.

For purchases made by managed account programs, insurance company
separate accounts or insurance company programs for employee benefit
plans, 403(b) programs , or plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans), Fidelity may waive the requirement
that $1 million be invested in the Institutional Class of the Advisor
funds.

The price to buy one share of Institutional Class is the class's NAV.
Institutional Class shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.

The fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.

(small solid bullet) Fidelity does not accept cash.

(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.

(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.

(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.

Institutional Class shares can be bought or sold through investment
professionals using an automated order placement and settlement system
that guarantees payment for orders on a specified date.

MINIMUMS

TO OPEN AN ACCOUNT $2,500

For certain Fidelity Advisor retirement
accountsA $500

Through regular investment plansB $100

TO ADD TO AN ACCOUNT $100

MINIMUM BALANCE $1,000

For certain Fidelity Advisor retirement
accountsA None

A FIDELITY ADVISOR TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA, SEP-IRA,
AND KEOGH ACCOUNTS.

B AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS
OPENED.

There is no minimum account balance or initial or subsequent purchase
minimum for investments through Fidelity Portfolio Advisory
ServicesSM, certain Fidelity retirement accounts funded through
salary deduction, or accounts opened with the proceeds of
distributions from such retirement accounts. In addition, the fund may
waive or lower purchase minimums in other circumstances.

KEY INFORMATION

PHONE TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from another
Fidelity fund. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."

TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from another
Fidelity fund. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."

TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund
and note the applicable
class. Indicate your fund
account number on your check
and mail to your investment
professional or to the
address at left.
(small solid bullet) Exchange
from the same class of other
Fidelity Advisor funds or
from another Fidelity fund.
Send a letter of instruction
to your investment
professional or to the
address at left, including
your name, the funds' names,
the applicable class names,
the fund account numbers,
and the dollar amount or
number of shares to be
exchanged.

IN PERSON TO OPEN AN ACCOUNT
(small solid bullet) Bring
your application and check
to your investment
professional.

TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to your
investment professional.

AUTOMATICALLY TO OPEN AN ACCOUNT
(small solid bullet) Not
available.

TO ADD TO AN ACCOUNT
(small solid bullet) Use
Fidelity Advisor Systematic
Investment Program.

SELLING SHARES

The price to sell one share of Institutional Class is the class's NAV,
minus the redemption fee (short-term trading fee), if applicable.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 15 or 30 days, depending on your account;

(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.

When you place an order to sell shares, note the following:

(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000 worth of shares in the account to keep
it open, except accounts not subject to account minimums.

(small solid bullet) Redemption proceeds may be paid in securities or
other property rather than in cash if FMR determines it is in the best
interests of the fund.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

(small solid bullet) Exchange
to the same class of other
Fidelity Advisor funds or to
another Fidelity fund. Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information."

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" for
instructions.

RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit
your investment professional
for instructions.

AUTOMATICALLY (small solid bullet) Use
Fidelity Advisor Systematic
Withdrawal Program to set up
periodic redemptions from
your Institutional Class
account.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As an Institutional Class shareholder, you have the privilege of
exchanging your Institutional Class shares for Institutional Class
shares of other Fidelity Advisor funds or for shares of Fidelity
funds.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

The fund may terminate or modify the exchange privileges in the
future.

Other funds may have different exchange restrictions, and may impose
trading fees of up to 2.00% of the amount exchanged. Check each fund's
prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following feature is available to buy and sell shares of the fund.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FIDELITY ADVISOR SYSTEMATIC
INVESTMENT PROGRAM TO MOVE
MONEY FROM YOUR BANK ACCOUNT
TO A FIDELITY ADVISOR FUND.

(small solid bullet) To set
up for existing accounts,
call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for an
application.

FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR INSTITUTIONAL CLASS
ACCOUNT TO YOU OR TO YOUR
BANK CHECKING ACCOUNT.

MINIMUM MAXIMUM FREQUENCY PROCEDURES
$100 $50,000 Monthly, quarterly, or (small solid bullet) Accounts
semi-annually with a value of $10,000 or
more in Institutional Class
shares are eligible for this
program.

(small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.

</TABLE>

OTHER FEATURES. The following other feature is also available to buy
and sell shares of the fund.

WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the wire feature before
using it. Complete the appropriate section on the application when
opening your account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally declares dividends daily and pays them monthly. The
fund normally pays capital gain distributions in December.

EARNING DIVIDENDS

Shares purchased by an automated purchase order begin to earn
dividends on the day your payment is received.

Shares purchased by all other purchase orders begin to earn dividends
on the first business day following the day your payment is received.

Shares earn dividends until, but not including, the next business day
following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Institutional Class's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional Institutional Class
shares of the fund. If you do not indicate a choice on your
application, you will be assigned this option.

2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional Institutional Class shares of
the fund. Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.

4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in Institutional Class shares of
another identically registered Fidelity Advisor fund or shares of
identically registered Fidelity funds. Your capital gain distributions
will be automatically invested in Institutional Class shares of
another identically registered Fidelity Advisor fund or shares of
identically registered Fidelity funds, automatically reinvested in
additional Institutional Class shares of the fund, or paid in cash.

TAX CONSEQUENCES

TAXES ON DISTRIBUTIONS. Distributions you receive from the fund are
subject to federal income tax, and may also be subject to state or
local taxes.

Any taxable distributions you receive from the fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash or to invest
distributions automatically in Institutional Class shares of another
Fidelity Advisor fund or shares of Fidelity funds, you will receive
certain December distributions in January, but those distributions
will be taxable as if you received them on December 31.

FUND SERVICES

FUND MANAGEMENT

Advisor Floating Rate High Income is a mutual fund, an investment that
pools shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 31, 2000, FMR had approximately $639.1 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.

For June 2000, the group fee rate was 0.1255 %. The
individual fund fee rate is 0.55%.

FMR pays FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far East in turn pays FIJ for providing
sub-advisory services.

FMR will pay FMRC for providing sub-advisory services.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

FDC distributes Institutional Class's shares.

Institutional Class has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940 that
recognizes that FMR may use its management fee revenues, as well as
its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with providing services intended
to result in the sale of Institutional Class shares and/or shareholder
support services. FMR, directly or through FDC, may pay significant
amounts to intermediaries, such as banks, broker-dealers, and other
service-providers, that provide those services. Currently, the Board
of Trustees has authorized such payments for Institutional Class.

If payments made by FMR to FDC or to intermediaries under the
Distribution and Service Plan were considered to be paid out of
Institutional Class's assets on an ongoing basis, they might increase
the cost of your investment and might cost you more than paying other
types of sales charges.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related
statement of additional information (SAI), in connection with the
offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the fund or FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the
fund to or to buy shares of the fund from any person to whom it is
unlawful to make such offer.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-4707.

Fidelity, Fidelity Investments & (Pyramid) Design, and Directed
Dividends are registered trademarks of FMR Corp.

Portfolio Advisory Services is a registered service mark of FMR
Corp.

1.740963.101 AFRI-RED-0500-01

SUBJECT TO COMPLETION. PRELIMINARY STATEMENT OF ADDITIONAL
INFORMATION DATED JULY 20, 2000. THE INFORMATION IN THIS STATEMENT OF
ADDITIONAL INFORMATION IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT
SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS STATEMENT OF
ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.

FIDELITY(registered trademark) ADVISOR FLOATING RATE HIGH INCOME FUND
A FUND OF FIDELITY ADVISOR SERIES II
CLASS A, CLASS T, CLASS B, CLASS C, AND INSTITUTIONAL CLASS
STATEMENT OF ADDITIONAL INFORMATION
AUGUST 9, 2000

This statement of additional information (SAI) is not a prospectus. An
annual report for the fund will be available once the fund has
completed its first annual period.

To obtain a free additional copy of a prospectus, dated August 9,
2000, please call Fidelity at 1-888-622-3175.

TABLE OF CONTENTS PAGE

Investment Policies and 2
Limitations

Portfolio Transactions 8

Valuation 9

Performance 9

Additional Purchase, Exchange 11
and Redemption Information

Distributions and Taxes 13

Trustees and Officers 13

Control of Investment Advisers 16

Management Contract 16

Distribution Services 19

Transfer and Service Agent 20
Agreements

Description of the Trust 20

Appendix 21

AFR/AFRI-REDB-0500-01
1.740964.101

(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109

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 the fund's assets that
may be invested in any security or other asset, or sets forth a policy
regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of the fund's
acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets, or other circumstances will
not be considered when determining whether the investment complies
with the fund's investment policies and limitations.

The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the
1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval.

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;

(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 or
in connection with investments in other investment companies;

(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 securities of other investment companies) 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, except that there is no limit on purchasing
securities the issuer of which is deemed to be in the financial
services sector;

(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, or to acquisitions of loans, loan
participations or other forms of debt instruments.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) In order to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended, the
fund currently intends to comply with certain diversification limits
imposed by Subchapter M.

(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 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)).

(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 15% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
assuming any unfunded commitments in connection with the acquisition
of loans, loan participations, or other forms of debt instruments.
(This limitation does not apply to purchases of debt securities, to
repurchase agreements, or to acquisitions of loans, loan
participations or other forms of debt instruments.)

For purposes of limitation (i), Subchapter M generally requires the
fund to invest no more than 25% of its total assets in securities of
any one issuer and to invest at least 50% of its total assets so that
no more than 5% of the fund's total assets are invested in securities
of any one issuer. However, Subchapter M allows unlimited investments
in cash, cash items, government securities (as defined in Subchapter
M) and securities of other investment companies. These tax
requirements are generally applied at the end of each quarter of the
fund's taxable year.

With respect to limitation (v), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 15% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.

For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 7 .

For purposes of normally investing at least 65% of the fund's total
assets in income-producing floating rate loans and other floating rate
debt instruments, FMR interprets "total assets" to exclude collateral
received for securities lending transactions.

The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies Fidelity
Management & Research Company (FMR) may employ in pursuit of the
fund's investment objective, and a summary of related risks. FMR may
not buy all of these instruments or use all of these techniques unless
it believes that doing so will help the fund achieve its goal.

AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC), the Board of Trustees
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.

ASSET-BACKED SECURITIES represent interests in pools of mortgages,
loans, receivables or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by
the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements.
Asset-backed security values may also be affected by other factors
including changes in interest rates, the availability of information
concerning the pool and its structure, the creditworthiness of the
servicing agent for the pool, the originator of the loans or
receivables, or the entities providing the credit enhancement. In
addition, these securities may be subject to prepayment risk.

BORROWING. The fund may borrow from banks or from other funds advised
by FMR or its affiliates, or through reverse repurchase agreements. If
the fund borrows money, its share price may be subject to greater
fluctuation until the borrowing is paid off. If the fund makes
additional investments while borrowings are outstanding, this may be
considered a form of leverage.

CASH MANAGEMENT. A fund can hold uninvested cash or can invest it in
cash equivalents such as money market securities, repurchase
agreements or shares of money market funds. Generally, these
securities offer less potential for gains than other types of
securities.

CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity, and diversification of their investments.

COMMON STOCK represents an equity or ownership interest in an issuer.
In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the
claims of those who own common stock.

CONVERTIBLE SECURITIES are bonds, debentures, notes, preferred stocks
or other securities that may be converted or exchanged (by the holder
or by the issuer) into shares of the underlying common stock (or cash
or securities of equivalent value) at a stated exchange ratio. A
convertible security may also be called for redemption or conversion
by the issuer after a particular date and under certain circumstances
(including a specified price) established upon issue. If a convertible
security held by a fund is called for redemption or conversion, the
fund could be required to tender it for redemption, convert it into
the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss
than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than
comparable non-convertible securities. Because of this higher yield,
convertible securities generally sell at prices above their
"conversion value," which is the current market value of the stock to
be received upon conversion. The difference between this conversion
value and the price of convertible securities will vary over time
depending on changes in the value of the underlying common stocks and
interest rates. When the underlying common stocks decline in value,
convertible securities will tend not to decline to the same extent
because of the interest or dividend payments and the repayment of
principal at maturity for certain types of convertible securities.
However, securities that are convertible other than at the option of
the holder generally do not limit the potential for loss to the same
extent as securities convertible at the option of the holder. When the
underlying common stocks rise in value, the value of convertible
securities may also be expected to increase. At the same time,
however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that
the value of convertible securities will generally not increase to the
same extent as the value of the underlying common stocks. Because
convertible securities may also be interest-rate sensitive, their
value may increase as interest rates fall and decrease as interest
rates rise. Convertible securities are also subject to credit risk,
and are often lower-quality securities.

DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value
of each investment by the time remaining to its maturity, adding these
calculations, and then dividing the total by the value of the 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 securities,
including collateralized mortgage obligations, and some asset-backed
securities 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 timing of principal
payments, including unscheduled prepayments, during the life of the
mortgage. The weighted average life of these securities is likely to
be substantially shorter than their stated final maturity.

EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve significant risks in addition to the risks
inherent in U.S. investments.

Foreign investments involve risks relating to local political,
economic, regulatory, or social instability, military action or
unrest, or adverse diplomatic developments, and may be affected by
actions of foreign governments adverse to the interests of U.S.
investors. Such actions may include expropriation or nationalization
of assets, confiscatory taxation, restrictions on U.S. investment or
on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. Additionally, governmental
issuers of foreign debt securities may be unwilling to pay interest
and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that FMR will be able
to anticipate these potential events or counter their effects. In
addition, the value of securities denominated in foreign currencies
and of dividends and interest paid with respect to such securities
will fluctuate based on the relative strength of the U.S. dollar.

The risks of foreign investing may be magnified for investments in
emerging markets, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that
trade a small number of securities.

FLOATING RATE LOANS AND OTHER DEBT SECURITIES. Floating rate loans
consist generally of obligations of companies or other entities
(collectively, "borrowers") incurred for the purpose of reorganizing
the assets and liabilities of a borrower (recapitalization); acquiring
another company (acquisition); taking over control of a company
(leveraged buyout); for temporary financing (bridge loan) ; or
refinancings or for internal growth or other general business
purposes. Floating rate loans are often obligations of borrowers who
are highly leveraged.

Floating rate loans may be structured to include both term loans,
which are generally fully funded at the time of the making of the
loan, and revolving credit facilities, which would require additional
investments upon the borrower's demand. A revolving credit facility
may require a purchaser to increase its investment in a floating rate
loan 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.

Floating rate loans may be acquired by direct investment as a lender,
as a participation interest (which represents a fractional interest in
a floating rate loan) issued by a lender or other financial
institution, or as an assignment of the portion of a floating rate
loan previously attributable to a different lender.

A floating rate loan offered as part of the original lending syndicate
typically is purchased at par value. As part of the original lending
syndicate, a purchaser generally earns a yield equal to the stated
interest rate. In addition, members of the original syndicate
typically are paid a commitment fee. In secondary market trading,
floating rate loans may be purchased or sold above, at or below par,
which can result in a yield that is below, equal to, or above the
stated interest rate, respectively. At certain times when reduced
opportunities exist for investing in new syndicated floating rate
loans, floating rate loans may be available only through the secondary
market. There can be no assurance that an adequate supply of floating
rate loans will be available for purchase.

Historically, floating rate loans have not been registered with the
SEC or any state securities commission or listed on any securities
exchange. As a result, the amount of public information available
about a specific floating rate loan historically has been less
extensive than if the floating rate loan were registered or
exchange-traded.

Purchasers of floating rate loans and other forms of debt securities
depend primarily upon the creditworthiness of the borrower for payment
of interest and repayment of principal. If scheduled interest or
principal payments are not made, the value of the security may be
adversely affected. Floating rate loans and other debt securities that
are fully secured provide more protections than unsecured securities
in the event of failure to make scheduled interest or principal
payments. 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. Some floating rate loans and other debt securities are not rated
by any nationally recognized statistical rating organization. In
connection with the restructuring of a floating rate loan or other
debt security outside of bankruptcy court in a negotiated work-out or
in the context of bankruptcy proceedings, equity securities or junior
debt securities may be received in exchange for all or a portion of an
interest in the security.

From time to time FMR and its affiliates may borrow money from various
banks in connection with their business activities. These banks also
may sell floating rate loans to a Fidelity fund or acquire floating
rate loans from a Fidelity fund, or may be intermediate participants
with respect to floating rate loans owned by a Fidelity fund. These
banks also may act as agents for floating rate loans that a Fidelity
fund owns.

The following paragraphs pertain to floating rate loans: Agents,
Participation Interests, Financial Services Exposure,
Collateral, Floating Interest Rates, Maturity, Floating Rate Loan
Trading, Restrictive Covenants, Fees, and Other Types of Floating Rate
Debt Securities.

AGENTS. Floating rate loans typically are originated, negotiated, and
structured by a bank, insurance company, finance company, or other
financial institution (the "agent") for a lending syndicate of
financial institutions. The borrower and the lender or lending
syndicate enter into a loan agreement. In addition, an institution
(typically, but not always, the agent) holds any collateral on behalf
of the lenders.

In a typical floating rate loan, the agent administers the terms of
the loan agreement and is responsible for the collection of principal
and interest and fee payments from the borrower and the apportionment
of these payments to all lenders that are parties to the loan
agreement. Purchasers will rely on the agent to use appropriate
creditor remedies against the borrower. Typically, under loan
agreements, the agent is given broad discretion in monitoring the
borrower's performance and is obligated to use the same care it would
use in the management of its own property. Upon an event of default,
the agent typically will enforce the loan agreement after instruction
from the lenders. The borrower compensates the agent for these
services. This compensation may include special fees paid on
structuring and funding the floating rate loan and other fees paid on
a continuing basis. The typical practice of an agent or a lender in
relying exclusively or primarily on reports from the borrower may
involve a risk of fraud by the borrower.

If an agent becomes insolvent, or has a receiver, conservator, or
similar official appointed for it by the appropriate bank or other
regulatory authority, or becomes a debtor in a bankruptcy proceeding,
the agent's appointment may be terminated, and a successor agent would
be appointed. If an appropriate regulator or court determines that
assets held by the agent for the benefit of the purchasers of floating
rate loans are subject to the claims of the agent's general or secured
creditors, the purchasers might incur certain costs and delays in
realizing payment on a floating rate loan or suffer a loss of
principal and/or interest. Furthermore, in the event of the borrower's
bankruptcy or insolvency, the borrower's obligation to repay a
floating rate loan may be subject to certain defenses that the
borrower can assert as a result of improper conduct by the agent.

PARTICIPATION INTERESTS. Purchasers of participation interests do not
have any direct contractual relationship with the borrower. Purchasers
rely on the lender who sold the participation interest not only for
the enforcement of the purchaser's rights against the borrower but
also for the receipt and processing of payments due under the floating
rate loan.

Purchasers of participation interests may be subject to delays,
expenses, and risks that are greater than those that would be involved
if the purchaser could enforce its rights directly against the
borrower. In addition, under the terms of a participation interest,
the purchaser may be regarded as a creditor of the intermediate
participant (rather than of the borrower), so that the purchaser also
may be subject to the risk that the intermediate participant could
become insolvent. The agreement between the purchaser and lender who
sold the participation interest may also limit the rights of the
purchaser to vote on changes that may be made to the loan agreement,
such as waiving a breach of a covenant.

FINANCIAL SERVICES EXPOSURE. If the purchase of a participation
interest does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require a fund, in
appropriate circumstances, to treat both the seller of the
participation interest and the borrower as the "issuer" of the
security. Because the sellers of participation interests are often
commercial banks, thrift institutions, insurance companies, and
finance companies, the fund may be deemed to be concentrating in the
financial services sector.

The financial services sector is subject to extensive government
regulation which can limit both the amounts and types of loans and
other financial commitments that can be made, and the interest rates
and fees that can be charged. Profitability can be largely dependent
on the availability and cost of capital funds, and can fluctuate
significantly when interest rates change. Credit losses resulting from
financial difficulties of borrowers can negatively affect the
financial services sector. Insurance companies can be subject to
significant price competition. The financial services sector is
currently undergoing relatively rapid change as existing distinctions
between financial service segments become less clear. For example,
recent business combinations have included insurance, finance, and
securities brokerage under single ownership. Some primarily retail
corporations have expanded into securities and insurance industries.

COLLATERAL. Most floating rate loans are secured by specific
collateral of the borrower and are senior to most other securities of
the borrower. The collateral typically has a market value, at the time
the floating rate loan is made, that equals or exceeds the principal
amount of the floating rate loan. The value of the collateral may
decline, be insufficient to meet the obligations of the borrower, or
be difficult to liquidate. As a result, a floating rate loan may not
be fully collateralized and can decline significantly in value.

Floating rate loan collateral may consist of various types of assets
or interests. Collateral may include working capital assets, such as
accounts receivable or inventory; tangible or intangible assets; or
assets or other types of guarantees of affiliates of the borrower.
Inventory is the goods a company has in stock, including finished
goods, goods in the process of being manufactured, and the supplies
used in the process of manufacturing. Accounts receivable are the
monies due to a company for merchandise or securities that it has
sold, or for the services it has provided. Tangible fixed assets
include real property, buildings, and equipment. Intangible assets
include trademarks, copyrights and patent rights, and securities of
subsidiaries or affiliates.

Generally, floating rate loans are secured unless (i) the purchaser's
security interest in the collateral is invalidated for any reason by a
court, or (ii) the collateral is fully released with the consent of
the agent bank and lenders or under the terms of a loan agreement as
the creditworthiness of the borrower improves. Collateral impairment
is the risk that the value of the collateral for a floating rate loan
will be insufficient in the event that a borrower defaults. Although
the terms of a floating rate loan generally require that the
collateral at issuance have a value at least equal to 100% of the
amount of such floating rate loan, the value of the collateral may
decline subsequent to the purchase of a floating rate loan. In most
loan agreements there is no formal requirement to pledge additional
collateral. There is no guarantee that the sale of collateral would
allow a borrower to meet its obligations should the borrower be unable
to repay principal or pay interest or that the collateral could be
sold quickly or easily.

In addition, most borrowers pay their debts from the cash flow they
generate. If the borrower's cash flow is insufficient to pay its debts
as they come due, the borrower may seek to restructure its debts
rather than sell collateral. Borrowers may try to restructure their
debts by filing for protection under the federal bankruptcy laws or
negotiating a work-out. If a borrower becomes involved in bankruptcy
proceedings, access to the collateral may be limited by bankruptcy and
other laws. In the event that a court decides that access to the
collateral is limited or void, it is unlikely that purchasers could
recover the full amount of the principal and interest due.

There may be temporary periods when the principal asset held by a
borrower is the stock of a related company, which may not legally be
pledged to secure a floating rate loan. On occasions when such stock
cannot be pledged, the floating rate loan will be temporarily
unsecured until the stock can be pledged or is exchanged for, or
replaced by, other assets.

Some floating rate loans are unsecured. If the borrower defaults on an
unsecured floating rate loan, there is no specific collateral on which
the purchaser can foreclose.

FLOATING INTEREST RATES. The rate of interest payable on floating rate
loans is the sum of a base lending rate plus a specified spread. Base
lending rates are generally the London Interbank Offered Rate
("LIBOR"), the Certificate of Deposit ("CD") Rate of a designated U.S.
bank, the Prime Rate of a designated U.S. bank, the Federal Funds
Rate, or another base lending rate used by commercial lenders. A
borrower usually has the right to select the base lending rate and to
change the base lending rate at specified intervals. The applicable
spread may be fixed at time of issuance or may adjust upward or
downward to reflect changes in credit quality of the borrower.

The interest rate on LIBOR-based and CD Rate-based floating rate loans
is reset periodically at intervals ranging from 30 to 180 days, while
the interest rate on Prime Rate- or Federal Funds Rate-based floating
rate loans floats daily as those rates change. Investment in floating
rate loans with longer interest rate reset periods can increase
fluctuations in the floating rate loans' values when interest rates
change.

The yield on a floating rate loan will primarily depend on the terms
of the underlying floating rate loan and the base lending rate chosen
by the borrower. The relationship between LIBOR, the CD Rate, the
Prime Rate, and the Federal Funds Rate will vary as market conditions
change.

MATURITY. Floating rate loans typically will have a stated term of
five to nine years. However, because floating rate loans are
frequently prepaid, their average maturity is expected to be two to
three years. The degree to which borrowers prepay floating rate loans,
whether as a contractual requirement or at their election, may be
affected by general business conditions, the borrower's financial
condition, and competitive conditions among lenders. Prepayments
cannot be predicted with accuracy. Prepayments of principal to the
purchaser of a floating rate loan may result in the principal's being
reinvested in floating rate loans with lower yields.

FLOATING RATE LOAN TRADING. Floating rate loans are generally subject
to legal or contractual restrictions on resale. Floating rate loans
are not currently listed on any securities exchange or automatic
quotation system. As a result, no active market may exist for some
floating rate loans, and to the extent a secondary market exists for
other floating rate loans, such market may be subject to irregular
trading activity, wide bid/ask spreads, and extended trade settlement
periods.

RESTRICTIVE COVENANTS. A borrower must comply with various restrictive
covenants contained in the loan agreement. In addition to requiring
the scheduled payment of interest and principal, these covenants may
include restrictions on dividend payments and other distributions to
stockholders, provisions requiring the borrower to maintain specific
financial ratios, and limits on total debt. The loan agreement may
also contain a covenant requiring the borrower to prepay the floating
rate loan with any free cash flow. A breach of a covenant that is not
waived by the agent (or by the lenders directly) is normally an event
of default, which provides the agent or the lenders the right to call
the outstanding floating rate loan.

FEES. Purchasers of floating rate loans may receive and/or pay certain
fees. These fees are in addition to interest payments received and may
include facility fees, commitment fees, commissions, and prepayment
penalty fees. When a purchaser buys a floating rate loan, it may
receive a facility fee; and when it sells a floating rate loan, it may
pay a facility fee. A purchaser may receive a commitment fee based on
the undrawn portion of the underlying line of credit portion of a
floating rate loan or a prepayment penalty fee on the prepayment of a
floating rate loan. A purchaser may also receive other fees, including
covenant waiver fees and covenant modification fees.

OTHER TYPES OF FLOATING RATE DEBT SECURITIES. Floating rate debt
securities include other forms of indebtedness of borrowers such as
notes and bonds, securities with fixed rate interest payments in
conjunction with a right to receive floating rate interest payments,
and shares of other investment companies. These instruments are
generally subject to the same risks as floating rate loans but are
often more widely issued and traded.

FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash) or forward basis (i.e., by
entering into forward contracts to purchase or sell foreign
currencies). Although foreign exchange dealers generally do not charge
a fee for such conversions, they do realize a profit based on the
difference between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign
currency at one rate, while offering a lesser rate of exchange should
the counterparty desire to resell that currency to the dealer. Forward
contracts are customized transactions that require a specific amount
of a currency to be delivered at a specific exchange rate on a
specific date or range of dates in the future. Forward contracts are
generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The
parties to a forward contract may agree to offset or terminate the
contract before its maturity, or may hold the contract to maturity and
complete the contemplated currency exchange.

Successful use of currency management strategies will depend on FMR's
skill in analyzing currency values. Currency management strategies may
substantially change a fund's investment exposure to changes in
currency exchange rates and could result in losses to a fund if
currencies do not perform as FMR anticipates. For example, if a
currency's value rose at a time when FMR had hedged a fund by selling
that currency in exchange for dollars, a fund would not participate in
the currency's appreciation. If FMR hedges currency exposure through
proxy hedges, a fund could realize currency losses from both the hedge
and the security position if the two currencies do not move in tandem.
Similarly, if FMR increases a fund's exposure to a foreign currency
and that currency's value declines, a fund will realize a loss. There
is no assurance that FMR's use of currency management strategies will
be advantageous to a fund or that it will hedge at appropriate times.

FUND'S RIGHTS AS AN INVESTOR. The fund does not intend to direct or
administer the day-to-day operations of any company. A fund, however,
may exercise its rights as a shareholder or lender and may communicate
its views on important matters of policy to management, the Board of
Directors, shareholders of a company, and holders of other securities
of the company when FMR determines that such matters could have a
significant effect on the value of the fund's investment in the
company. The activities in which a fund may engage, either
individually or in conjunction with others, may include, among others,
supporting or opposing proposed changes in a company's corporate
structure or business activities; seeking changes in a company's
directors or management; seeking changes in a company's direction or
policies; seeking the sale or reorganization of the company or a
portion of its assets; supporting or opposing third-party takeover
efforts; supporting the filing of a bankruptcy petition; or
foreclosing on collateral securing a security. This area of corporate
activity is increasingly prone to litigation and it is possible that a
fund could be involved in lawsuits related to such activities. FMR
will monitor such activities with a view to mitigating, to the extent
possible, the risk of litigation against a fund and the risk of actual
liability if a fund is involved in litigation. No guarantee can be
made, however, that litigation against a fund will not be undertaken
or liabilities incurred.

FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options: Combined Positions, Correlation of Price Changes, Futures
Contracts, Futures Margin Payments, Limitations on Futures and Options
Transactions, Liquidity of Options and Futures Contracts, Options and
Futures Relating to Foreign Currencies, OTC Options, Purchasing Put
and Call Options, and Writing Put and Call Options.

COMBINED POSITIONS involve purchasing and writing options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the
overall position. For example, purchasing a put option and writing a
call option on the same underlying instrument would construct a
combined position whose risk and return characteristics are similar to
selling a futures contract. Another possible combined position would
involve writing a call option at one strike price and buying a call
option at a lower price, to reduce the risk of the written call option
in the event of a substantial price increase. Because combined options
positions involve multiple trades, they result in higher transaction
costs and may be more difficult to open and close out.

CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely
that the standardized contracts available will not match a fund's
current or anticipated investments exactly. A fund may invest in
options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in
which the fund typically invests, which involves a risk that the
options or futures position will not track the performance of the
fund's other investments.

Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a
fund's investments well. Options and futures prices are affected by
such factors as current and anticipated short-term interest rates,
changes in volatility of the underlying instrument, and the time
remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation may also result
from differing levels of demand in the options and futures markets and
the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A fund may purchase or sell
options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to
attempt to compensate for differences in volatility between the
contract and the securities, although this may not be successful in
all cases. If price changes in a fund's options or futures positions
are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.

FUTURES CONTRACTS. In purchasing a futures contract, the buyer agrees
to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a
specified underlying instrument at a specified future date. The price
at which the purchase and sale will take place is fixed when the buyer
and seller enter into the contract. Some currently available futures
contracts are based on specific securities, such as U.S. Treasury
bonds or notes, and some are based on indices of securities prices,
such as the Standard & Poor's 500SM Index (S&P 500(registered
trademark)). 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. The fund intends to
file 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, before engaging in any purchases or
sales of futures contracts or options on futures contracts. The 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, the fund will not: (a) sell futures contracts, purchase
put options, or write call options if, as a result, more than 25% of
the fund's total assets would be hedged with futures and options under
normal conditions; (b) purchase futures contracts or write put options
if, as a result, the fund's total obligations upon settlement or
exercise of purchased futures contracts and written put options would
exceed 25% of its total assets; or (c) purchase call options if, as a
result, the current value of option premiums for call options
purchased by the fund would exceed 5% of the fund's total assets.
These limitations do not apply to options attached to or acquired or
traded together with their underlying securities, and do not apply to
securities that incorporate features similar to options.

The above limitations on the fund's investments in futures contracts
and options, and the 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 to enter into new positions or close out
existing positions. If the secondary market for a contract is not
liquid because of price fluctuation limits or otherwise, it could
prevent prompt liquidation of unfavorable positions, and potentially
could require a fund to continue to hold a position until delivery or
expiration regardless of changes in its value. As a result, a fund's
access to other assets held to cover its options or futures positions
could also be impaired.

OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except
that they are traded on exchanges (and have margin requirements) and
are standardized as to contract size and delivery date. Most currency
futures contracts call for payment or delivery in U.S. dollars. The
underlying instrument of a currency option may be a foreign currency,
which generally is purchased or delivered in exchange for U.S.
dollars, or may be a futures contract. The purchaser of a currency
call obtains the right to purchase the underlying currency, and the
purchaser of a currency put obtains the right to sell the underlying
currency.

The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as discussed
above. A fund may purchase and sell currency futures and may purchase
and write currency options to increase or decrease its exposure to
different foreign currencies. Currency options may also be purchased
or written in conjunction with each other or with currency futures or
forward contracts. Currency futures and options values can be expected
to correlate with exchange rates, but may not reflect other factors
that affect the value of a fund's investments. A currency hedge, for
example, should protect a Yen-denominated security from a decline in
the Yen, but will not protect a fund against a price decline resulting
from deterioration in the issuer's creditworthiness. Because the value
of a fund's foreign-denominated investments changes in response to
many factors other than exchange rates, it may not be possible to
match the amount of currency options and futures to the value of the
fund's investments exactly over time.

OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract
size, and strike price, the terms of OTC options (options not traded
on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement
allows the purchaser or writer greater flexibility to tailor an option
to its needs, OTC options generally involve greater credit risk than
exchange-traded options, which are guaranteed by the clearing
organization of the exchanges where they are traded.

PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the
purchaser obtains the right (but not the obligation) to sell the
option's underlying instrument at a fixed strike price. In return for
this right, the purchaser pays the current market price for the option
(known as the option premium). Options have various types of
underlying instruments, including specific securities, indices of
securities prices, and futures contracts. The purchaser may terminate
its position in a put option by allowing it to expire or by exercising
the option. If the option is allowed to expire, the purchaser will
lose the entire premium. If the option is exercised, the purchaser
completes the sale of the underlying instrument at the strike price. A
purchaser may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary
market exists.

The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying
instrument's price does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss
(limited to the amount of the premium, plus related transaction
costs).

The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right
to purchase, rather than sell, the underlying instrument at the
option's strike price. A call buyer typically attempts to participate
in potential price increases of the underlying instrument with risk
limited to the cost of the option if security prices fall. At the same
time, the buyer can expect to suffer a loss if security prices do not
rise sufficiently to offset the cost of the option.

WRITING PUT AND CALL OPTIONS. The writer of a put or call option takes
the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the writer assumes the obligation
to pay the strike price for the option's underlying instrument if the
other party to the option chooses to exercise it. The writer may seek
to terminate a position in a put option before exercise by closing out
the option in the secondary market at its current price. If the
secondary market is not liquid for a put option, however, the writer
must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes. When writing an option on
a futures contract, a fund will be required to make margin payments to
an FCM as described above for futures contracts.

If security prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it
is likely that the writer will also profit, because it should be able
to close out the option at a lower price. If security prices fall, the
put writer would expect to suffer a loss. This loss should be less
than the loss from purchasing the underlying instrument directly,
however, because the premium received for writing the option should
mitigate the effects of the decline.

Writing a call option obligates the writer to sell or deliver the
option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options
are similar to those of writing put options, except that writing calls
generally is a profitable strategy if prices remain the same or fall.
Through receipt of the option premium, a call writer mitigates the
effects of a price decline. At the same time, because a call writer
must be prepared to deliver the underlying instrument in return for
the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.

ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. Under the supervision of the Board of Trustees,
FMR determines the liquidity of a fund's investments and, through
reports from FMR, the Board monitors investments in illiquid
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
market, and (4) the nature of the security and the market in which it
trades (including any demand, put or tender features, the mechanics
and other requirements for transfer, any letters of credit or other
credit enhancement features, any ratings, the number of holders, the
method of soliciting offers, the time required to dispose of the
security, and the ability to assign or offset the rights and
obligations of the security).

INDEXED SECURITIES are instruments whose prices are indexed to the
prices of other securities, securities indices, currencies, 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.

Mortgage-indexed securities, for example, could be structured to
replicate the performance of mortgage securities and the
characteristics of direct ownership.

The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which
they are indexed, and may also be influenced by interest rate changes
in the United States and abroad. Indexed securities may be more
volatile than the underlying instruments. Indexed securities are also
subject to the credit risks associated with the issuer of the
security, and their values may decline substantially if the issuer's
creditworthiness deteriorates. Recent issuers of indexed securities
have included banks, corporations, and certain U.S. Government
agencies.

INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and borrow money
from, other funds advised by FMR or its affiliates. A fund will lend
through the program only when the returns are higher than those
available from an investment in repurchase agreements, and will borrow
through the program only when the costs are equal to or lower than the
cost of bank loans. Interfund loans and borrowings normally extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. A fund may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.

INVESTMENT-GRADE DEBT SECURITIES. Investment-grade debt securities
include all types of debt instruments that are of medium and
high-quality. Some may possess speculative characteristics and may be
more sensitive to economic changes and to changes in the financial
conditions of issuers. A debt security is considered to be
investment-grade if it is rated investment-grade by Moody's Investors
Service, Standard & Poor's(registered trademark), Duff & Phelps Credit
Rating Co., or Fitch IBCA Inc., or is unrated but considered to be of
equivalent quality by FMR.

LOWER-QUALITY DEBT SECURITIES. Lower-quality debt securities include
all types of debt instruments that have poor protection with respect
to the payment of interest and repayment of principal, or may be in
default. These securities are often considered to be speculative and
involve greater risk of loss or price changes due to changes in the
issuer's capacity to pay. The market prices of lower-quality debt
securities may fluctuate more than those of higher-quality debt
securities and may decline significantly in periods of general
economic difficulty, which may follow periods of rising interest
rates.

The market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which can
adversely affect the prices at which the former are sold. Adverse
publicity and changing investor perceptions may affect the liquidity
of lower-quality debt securities and the ability of outside pricing
services to value lower-quality debt securities.

Because the risk of default is higher for lower-quality debt
securities, FMR's research and credit analysis are an especially
important part of managing securities of this type. FMR will attempt
to identify those issuers of high-yielding securities whose financial
condition is adequate to meet future obligations, has improved, or is
expected to improve in the future. FMR's analysis focuses on relative
values based on such factors as interest or dividend coverage, asset
coverage, earnings prospects, and the experience and managerial
strength of the issuer.

A fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security
holder to seek to protect the interests of security holders if it
determines this to be in the best interest of the fund's shareholders.

MORTGAGE SECURITIES are issued by government and non-government
entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage
or pool of mortgages or a direct interest in an underlying pool of
mortgages. Some mortgage securities, such as collateralized mortgage
obligations (or "CMOs"), make payments of both principal and interest
at a range of specified intervals; others make semiannual interest
payments at a predetermined rate and repay principal at maturity (like
a typical bond). Mortgage securities are based on different types of
mortgages, including those on commercial real estate or residential
properties. Stripped mortgage securities are created when the interest
and principal components of a mortgage security are separated and sold
as individual securities. In the case of a stripped mortgage security,
the holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage, while the holder
of the "interest-only" security (IO) receives interest payments from
the same underlying mortgage.

Fannie Maes and Freddie Macs are pass-through securities issued by
Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie Mac,
which guarantee payment of interest and repayment of principal on
Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as
governmental instrumentalities under authority granted by Congress.
Fannie Mae is authorized to borrow from the U.S. Treasury to meet its
obligations. Fannie Maes and Freddie Macs are not backed by the full
faith and credit of the U.S. Government.

The value of mortgage securities may change due to shifts in the
market's perception of issuers and changes in interest rates. In
addition, regulatory or tax changes may adversely affect the mortgage
securities market as a whole. Non-government mortgage securities may
offer higher yields than those issued by government entities, but also
may be subject to greater price changes than government issues.
Mortgage securities are subject to prepayment risk, which is the risk
that early principal payments made on the underlying mortgages,
usually in response to a reduction in interest rates, will result in
the return of principal to the investor, causing it to be invested
subsequently at a lower current interest rate. Alternatively, in a
rising interest rate environment, mortgage security values may be
adversely affected when prepayments on underlying mortgages do not
occur as anticipated, resulting in the extension of the security's
effective maturity and the related increase in interest rate
sensitivity of a longer-term instrument. The prices of stripped
mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.

To earn additional income for a fund, FMR may use a trading strategy
that involves selling mortgage securities and simultaneously agreeing
to purchase similar securities on a later date at a set price. This
trading strategy may result in an increased portfolio turnover rate
which increases costs and may increase taxable gains.

PREFERRED STOCK represents an equity or ownership interest in an
issuer that pays dividends at a specified rate and that has precedence
over common stock in the payment of dividends. In the event an issuer
is liquidated or declares bankruptcy, the claims of owners of bonds
take precedence over the claims of those who own preferred and common
stock.

REAL ESTATE INVESTMENT TRUSTS. Equity real estate investment trusts
own real estate properties, while mortgage real estate investment
trusts make construction, development, and long-term mortgage loans.
Their value may be affected by changes in the value of the underlying
property of the trusts, the creditworthiness of the issuer, property
taxes, interest rates, and tax and regulatory requirements, such as
those relating to the environment. Both types of trusts are dependent
upon management skill, are not diversified, and are subject to heavy
cash flow dependency, defaults by borrowers, self-liquidation, and the
possibility of failing to qualify for tax-free status of income under
the Internal Revenue Code and failing to maintain exemption from the
1940 Act.

REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate
or maturity of the purchased security. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The fund will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR.

RESTRICTED SECURITIES are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to
a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration
under the Securities Act of 1933, or in a registered public offering.
Where registration is required, the holder of a registered security
may be obligated to pay all or part of the registration expense and a
considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under
an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less
favorable price than prevailed when it decided to seek registration of
the security.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The fund will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of fund assets and a fund's
yield and may be viewed as a form of leverage.

SECURITIES OF OTHER INVESTMENT COMPANIES, including shares of
closed-end investment companies, unit investment trusts, and open-end
investment companies, represent interests in professionally managed
portfolios that may invest in any type of instrument. Investing in
other investment companies involves substantially the same risks as
investing directly in the underlying instruments, but may involve
additional expenses at the investment company-level, such as portfolio
management fees and operating expenses. Certain types of investment
companies, such as closed-end investment companies, issue a fixed
number of shares that trade on a stock exchange or over-the-counter at
a premium or a discount to their net asset value. Others are
continuously offered at net asset value, but may also be traded in the
secondary market.

The extent to which a fund can invest in securities of other
investment companies is limited by federal securities laws.

SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or other institutions, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.

Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the
value of the securities loaned. The fund maintains the ability to
obtain the right to vote or consent on proxy proposals involving
material events affecting securities loaned. If the borrower defaults
on its obligation to return the securities loaned because of
insolvency or other reasons, a fund could experience delays and costs
in recovering the securities loaned or in gaining access to the
collateral. These delays and costs could be greater for foreign
securities. If a fund is not able to recover the securities loaned, a
fund may sell the collateral and purchase a replacement investment in
the market. The value of the collateral could decrease below the value
of the replacement investment by the time the replacement investment
is purchased. Loans will be made only to parties deemed by FMR to be
in good standing and when, in FMR's judgment, the income earned would
justify the risks.

Cash received as collateral through loan transactions may be invested
in other eligible securities. Investing this cash subjects that
investment, as well as the securities loaned, to market appreciation
or depreciation.

SHORT SALES. Stocks underlying a fund's convertible security holdings
can be sold short. For example, if FMR anticipates a decline in the
price of the stock underlying a convertible security held by a fund,
it may sell the stock short. If the stock price subsequently declines,
the proceeds of the short sale could be expected to offset all or a
portion of the effect of the stock's decline on the value of the
convertible security. The fund currently intends to hedge no more than
15% of its total assets with short sales on equity securities
underlying its convertible security holdings under normal
circumstances.

A fund will be required to set aside securities equivalent in kind and
amount to those sold short (or securities convertible or exchangeable
into such securities) and will be required to hold them aside while
the short sale is outstanding. A fund will incur transaction costs,
including interest expenses, in connection with opening, maintaining,
and closing short sales.

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

STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other debt securities, although stripped
securities may be more volatile, and the value of certain types of
stripped securities may move in the same direction as interest rates.
U.S. Treasury securities that have been stripped by a Federal Reserve
Bank are obligations issued by the U.S. Treasury.

Privately stripped government securities are created when a dealer
deposits a U.S. Treasury security or other U.S. Government security
with a custodian for safekeeping. The custodian issues separate
receipts for the coupon payments and the principal payment, which the
dealer then sells.

SWAP AGREEMENTS can be individually negotiated and structured to
include exposure to a variety of different types of investments or
market factors. Depending on their structure, swap agreements may
increase or decrease a fund's exposure to long- or short-term interest
rates (in the United States or abroad), foreign currency values,
mortgage securities, corporate borrowing rates, or other factors such
as security prices or inflation rates. Swap agreements can take many
different forms and are known by a variety of names.

In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a
fee by the other party. For example, the buyer of an interest rate cap
obtains the right to receive payments to the extent that a specified
interest rate exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the extent that a
specified interest rate falls below an agreed-upon level. An interest
rate collar combines elements of buying a cap and selling a floor.

Swap agreements will tend to shift a fund's investment exposure from
one type of investment to another. For example, if the fund agreed to
pay fixed rates in exchange for floating rates while holding
fixed-rate bonds, the swap would tend to decrease the fund's exposure
to long-term interest rates. Caps and floors have an effect similar to
buying or writing options. Depending on how they are used, swap
agreements may increase or decrease the overall volatility of a fund's
investments and its share price and yield.

The most significant factor in the performance of swap agreements is
the change in the specific interest rate, currency, or other factors
that determine the amounts of payments due to and from a fund. If a
swap agreement calls for payments by the fund, the fund must be
prepared to make such payments when due. In addition, if the
counterparty's creditworthiness declined, the value of a swap
agreement would be likely to decline, potentially resulting in losses.
A fund may be able to eliminate its exposure under a swap agreement
either by assignment or other disposition, or by entering into an
offsetting swap agreement with the same party or a similarly
creditworthy party.

TEMPORARY DEFENSIVE POLICIES. The fund reserves the right to invest
without limitation in investment-grade money market or short-term debt
instruments for temporary, defensive purposes.

VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate or the
issuer's credit quality. Some variable or floating rate securities are
structured with put features that permit holders to demand payment of
the unpaid principal balance plus accrued interest from the issuers or
certain financial intermediaries.

WARRANTS. Warrants are instruments which entitle the holder to buy an
equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a
warrant may be more volatile than the price of its underlying
security, and a warrant may offer greater potential for capital
appreciation as well as capital loss.

Warrants do not entitle a holder to dividends or voting rights with
respect to the underlying security and do not represent any rights in
the assets of the issuing company. A warrant ceases to have value if
it is not exercised prior to its expiration date. These factors can
make warrants more speculative than other types of investments.

WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS involve a
commitment to purchase or sell specific securities at a predetermined
price or yield in which payment and delivery take place after the
customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.

When purchasing securities pursuant to one of these transactions, the
purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, the fund does not
participate in further gains or losses with respect to the security.
If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a fund could miss a favorable price or
yield opportunity or suffer a loss.

A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.

ZERO COUPON BONDS do not make interest payments; instead, they are
sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be more volatile than other types of
fixed-income securities when interest rates change. In calculating a
fund's dividend, a portion of the difference between a zero coupon
bond's purchase price and its face value is considered income.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed
on behalf of the fund by FMR pursuant to authority contained in the
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and investment
accounts for which it or its affiliates act as investment adviser. In
selecting broker-dealers, subject to applicable limitations of the
federal securities laws, FMR considers various relevant factors,
including, but not limited to: the size and type of the transaction;
the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability,
and financial condition of the broker-dealer firm; the broker-dealer's
execution services rendered on a continuing basis; the reasonableness
of any commissions; and, if applicable, arrangements for payment of
fund expenses.

If FMR grants investment management authority to a sub-adviser (see
the section entitled "Management Contract"), that sub-adviser is
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described
above.

Generally, commissions for investments traded on foreign exchanges
will be higher than for investments traded on U.S. exchanges and may
not be subject to negotiation.

Futures transactions are executed and cleared through FCMs who
receive commissions for their services.

The fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other
investment accounts over which FMR or its affiliates exercise
investment discretion. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing, or
selling securities; and the availability of securities or the
purchasers or sellers of securities. In addition, such broker-dealers
may furnish analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and
performance of investment accounts; and effect securities transactions
and perform functions incidental thereto (such as clearance and
settlement).

The selection of such broker-dealers for transactions in equity
securities is generally made by FMR (to the extent possible consistent
with execution considerations) in accordance with a ranking of
broker-dealers determined periodically by FMR's investment staff based
upon the quality of research and execution services provided.

For transactions in debt securities, FMR's selection of broker-dealers
is generally based on the availability of a security and its price
and, to a lesser extent, on the overall quality of execution and other
services, including research, provided by the broker-dealer.

The receipt of research from broker-dealers that execute transactions
on behalf of a fund may be useful to FMR in rendering investment
management services to that fund or its other clients, and conversely,
such research provided by broker-dealers who have executed transaction
orders on behalf of other FMR clients may be useful to FMR in carrying
out its obligations to a fund. The receipt of such research has not
reduced FMR's normal independent research activities; however, it
enables FMR to avoid the additional expenses that could be incurred if
FMR tried to develop comparable information through its own efforts.

Debt securities are generally purchased from an issuer or underwriter
acting as principal for the securities, on a net basis with no
brokerage commission paid. However, the dealer is compensated by a
difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.

Subject to applicable limitations of the federal securities laws, the
fund may pay a broker-dealer commissions for agency transactions that
are in excess of the amount of commissions charged by other
broker-dealers in recognition of their research and execution
services. In order to cause the fund to pay such higher commissions,
FMR must determine in good faith that such commissions are reasonable
in relation to the value of the brokerage and research services
provided by such executing broker-dealers, viewed in terms of a
particular transaction or FMR's overall responsibilities to that fund
or its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation
should be related to those services.

To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the fund or other
Fidelity funds and to use the research services of brokerage and other
firms that have provided such assistance. FMR may use research
services provided by and place agency transactions with National
Financial Services Corporation (NFSC) and Fidelity Brokerage Services
Japan LLC (FBSJ), indirect subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services. FMR may also place agency transactions with REDIBook ECN
LLC (REDIBook), an electronic communication network (ECN) in which a
wholly-owned subsidiary of FMR Corp. has an equity ownership interest,
if the commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services.

FMR may allocate brokerage transactions to broker-dealers (including
affiliates of FMR) who have entered into arrangements with FMR under
which the broker-dealer allocates a portion of the commissions paid by
a fund toward the reduction of that fund's expenses. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.

Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for investment accounts which they or their affiliates manage, unless
certain requirements are satisfied. Pursuant to such requirements, the
Board of Trustees has authorized NFSC to execute portfolio
transactions on national securities exchanges in accordance with
approved procedures and applicable SEC rules.

The Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio
transactions on behalf of the fund and review the commissions paid by
the fund over representative periods of time to determine if they are
reasonable in relation to the benefits to the fund.

The Trustees of the fund have approved procedures in conformity with
Rule 10f-3 under the 1940 Act whereby a fund may purchase securities
that are offered in underwritings in which an affiliate of FMR
participates. These procedures prohibit the fund from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the fund could purchase in the underwriting s .

From time to time the Trustees will review whether the recapture for
the benefit of the fund of some portion of the brokerage commissions
or similar fees paid by the fund on portfolio transactions is legally
permissible and advisable. The 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
the fund to seek such recapture.

Although the Trustees and officers of the fund are substantially the
same as those of other funds managed by FMR or its affiliates,
investment decisions for the fund are made independently from those of
other funds or investment accounts managed by FMR or its affiliates.
It sometimes happens that the same security is held in the portfolio
of more than one of these funds or investment accounts. Simultaneous
transactions are inevitable when several funds and investment accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one
fund or investment account.

When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as the fund is
concerned. In other cases, however, the ability of the fund to
participate in volume transactions will produce better executions and
prices for the fund. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to the fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.

VALUATION

Each class's net asset value per share (NAV) is the value of a single
share. The NAV of each class is computed by adding the class's pro
rata share of the value of the fund's investments, cash, and other
assets, subtracting the class's pro rata share of the fund's
liabilities, subtracting the liabilities allocated to the class, and
dividing the result by the number of shares of that class that are
outstanding.

Portfolio securities are valued by various methods depending on the
primary market or exchange on which they trade. Debt securities and
other assets for which market quotations are readily available may be
valued at market values determined by such securities' most recent bid
prices (sales prices if the principal market is an exchange) in the
principal market in which they normally are traded, as furnished by
recognized dealers in such securities or assets. Or, debt securities
and convertible securities may be valued on the basis of information
furnished by a pricing service that uses a valuation matrix which
incorporates both dealer-supplied valuations and electronic data
processing techniques. Use of pricing services has been approved by
the Board of Trustees. A number of pricing services are available, and
the fund may use various pricing services or discontinue the use of
any pricing service.

Most equity securities for which the primary market is the United
States are valued at last sale price or, if no sale has occurred, at
the closing bid price. Most equity securities for which the primary
market is outside the United States are valued using the official
closing price or the last sale price in the principal market in which
they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or closing bid price normally is
used.

Futures contracts and options are valued on the basis of market
quotations, if available. Securities of other open-end investment
companies are valued at their respective NAVs.

Independent brokers or quotation services provide prices of foreign
securities in their local currency. Fidelity Service Company, Inc.
(FSC) gathers all exchange rates daily at the close of the NYSE using
the last quoted price on the local currency and then translates the
value of foreign securities from their local currencies into U.S.
dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation
of NAV. If an event that is expected to materially affect the value of
a portfolio security occurs after the close of an exchange or market
on which that security is traded, then that security will be valued in
good faith by a committee appointed by the Board of Trustees.

Short-term securities with remaining maturities of sixty days or less
for which market quotations and information furnished by a pricing
service are not readily available are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value.

The procedures set forth above need not be used to determine the value
of the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more
accurately reflect the fair value of such securities. For example,
securities and other assets for which there is no readily available
market value may be valued in good faith by a committee appointed by
the Board of Trustees. In making a good faith determination of the
value of a security, the committee may review price movements in
futures contracts and ADRs, market and trading trends, the bid/ask
quotes of brokers and off-exchange institutional trading.

PERFORMANCE

A class may quote performance in various ways. All performance
information supplied by the fund in advertising is historical and is
not intended to indicate future returns. Each class's share price,
yield and return fluctuate in response to market conditions and other
factors, and the value of fund shares when redeemed may be more or
less than their original cost.

YIELD CALCULATIONS. Yields for a class are computed by dividing a
class's pro rata share of the fund's interest and dividend income for
a given 30-day or one-month period, net of expenses, by the average
number of shares of that class entitled to receive distributions
during the period, dividing this figure by the class's NAV or offering
price, as applicable, at the end of the period, and annualizing the
result (assuming compounding of income) in order to arrive at an
annual percentage rate. Yields do not reflect the fund's short-term
trading fee. Income is calculated for purposes of yield quotations in
accordance with standardized methods applicable to all stock and bond
funds. Dividends from equity securities 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 the fund's investments denominated in
foreign currencies, income and expenses are calculated first in their
respective currencies, and then are converted to U.S. dollars, either
when they are actually converted or at the end of the 30-day or one
month period, whichever is earlier. Income is adjusted to reflect
gains and losses from principal repayments received by a fund with
respect to mortgage-related securities and other asset-backed
securities. Other 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 an investor's
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, a class's yield fluctuates, unlike investments
that pay a fixed interest rate over a stated period of time. When
comparing investment alternatives, investors should also note the
quality and maturity of the portfolio securities of respective
investment companies they have chosen to consider.

Investors should recognize that in periods of declining interest rates
a class's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a class's yield will
tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to the fund from the continuous sale of its
shares will likely be invested in instruments producing lower yields
than the balance of the fund's holdings, thereby reducing a class's
current yield. In periods of rising interest rates, the opposite can
be expected to occur.

RETURN CALCULATIONS. Returns quoted in advertising reflect all aspects
of a class's return, including the effect of reinvesting dividends and
capital gain distributions, and any change in a class's NAV over a
stated period. A class's return may be calculated by using the
performance data of a previously existing class prior to the date that
the new class commenced operations, adjusted to reflect differences in
sales charges but not 12b-1 fees. A cumulative return reflects actual
performance over a stated period of time. Average annual returns are
calculated by determining the growth or decline in value of a
hypothetical historical investment in a class over a stated period,
and then calculating the annually compounded percentage rate that
would have produced the same result if the rate of growth or decline
in value had been constant over the period. For example, a cumulative
return of 100% over ten years would produce an average annual return
of 7.18%, which is the steady annual rate of return that would equal
100% growth on a compounded basis in ten years. Average annual returns
covering periods of less than one year are calculated by determining a
class's return for the period, extending that return for a full year
(assuming that return remains constant over the year), and quoting the
result as an annual return. While average annual returns are a
convenient means of comparing investment alternatives, investors
should realize that a class's performance is not constant over time,
but changes from year to year, and that average annual returns
represent averaged figures as opposed to the actual year-to-year
performance of a class.

In addition to average annual returns, a class may quote unaveraged or
cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a
series of redemptions, over any time period. Returns may be broken
down into their components of income and capital (including capital
gains and changes in share price) to illustrate the relationship of
these factors and their contributions to return. Returns may be quoted
on a before-tax or after-tax basis. After-tax returns reflect the
return of a hypothetical account after payment of federal and/or state
taxes using assumed tax rates. After-tax returns may assume that taxes
are paid at the time of distribution or once a year or are paid in
cash or by selling shares, that shares are held through the entire
period, sold on the last day of the period, or sold at a future date,
and distributions are reinvested or paid in cash. Returns may or
may not include the effect of the fund's short-term trading fee or the
effect of a class's maximum sales charge. Excluding the fund's
short-term trading fee or a class's sales charge from a return
calculation produces a higher return figure. Returns, yields and other
performance information may be quoted numerically or in a table,
graph, or similar illustration.

NET ASSET VALUE. Charts and graphs using a class's NAVs, adjusted
NAVs, and benchmark indexes may be used to exhibit performance. An
adjusted NAV includes any distributions paid by the fund and reflects
all elements of a class's return. Unless otherwise indicated, a
class's adjusted NAVs are not adjusted for sales charges, if any.

Each class may compare its return to the record of the S&P 500, the
Dow Jones Industrial Average (DJIA), and the cost of living, as
measured by the Consumer Price Index (CPI), over the same period. The
S&P 500 and DJIA comparisons would show how each class's return
compared to the record of a market capitalization-weighted index of
common stocks and a narrower set of stocks of major industrial
companies, respectively. Because the fund invests in debt securities,
common stocks represent a different type of investment from the fund.
Common stocks generally offer greater growth potential than the fund,
but generally experience greater price volatility, which means greater
potential for loss. In addition, common stocks generally provide lower
income than an investment such as the fund. The S&P 500 and DJIA
returns are based on the prices of unmanaged groups of stocks and,
unlike each class's returns, do not include the effect of brokerage
commissions or other costs of investing.

PERFORMANCE COMPARISONS. A class's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Inc. (Lipper), an
independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on
return, assume reinvestment of distributions, do not take sales
charges or trading fees into consideration, and are prepared without
regard to tax consequences. Lipper may also rank based on yield. In
addition to the mutual fund rankings, a class's performance may be
compared to stock, bond, and money market mutual fund performance
indexes prepared by Lipper or other organizations. When comparing
these indexes, it is important to remember the risk and return
characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility. Likewise, money market funds
may offer greater stability of principal, but generally do not offer
the higher potential returns available from stock mutual funds.

From time to time, a class's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, a class may quote Morningstar, Inc. in its
advertising materials. Morningstar, Inc. is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising. The fund may advertise risk
ratings, including symbols or numbers, prepared by independent rating
agencies.

A class's performance may also be compared to that of the index
representing the universe of securities in which the fund may invest.
The return of the index reflects reinvestment of all interest,
dividends and capital gains paid by securities included in the index.
Unlike a class's returns, however, the index's returns do not reflect
brokerage commissions, transaction fees, or other costs of investing
directly in the securities included in the index.

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, the fund may offer greater liquidity or higher
potential returns than CDs, the fund does not guarantee an investor's
principal or return, and fund shares are not FDIC insured.

Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.

Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different indexes.

Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates returns in the
same method as the funds. The funds may also compare performance to
that of other compilations or indexes that may be developed and made
available in the future.

In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; model portfolios or allocations; and saving for
college or other goals. In addition, Fidelity may quote or reprint
financial or business publications and periodicals, as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products.

The 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.

The fund may be advertised as part of a no transaction fee (NTF)
program in which Fidelity and non-Fidelity mutual funds are offered.
An NTF program may advertise performance results.

A class may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote the fund's current portfolio
manager.

VOLATILITY. A class may quote various measures of volatility and
benchmark correlation in advertising. In addition, the class may
compare these measures to those of other funds. Measures of volatility
seek to compare a class's historical share price fluctuations or
returns to those of a benchmark. Measures of benchmark correlation
indicate how valid a comparative benchmark may be. All measures of
volatility and correlation are calculated using averages of historical
data. In advertising, the fund may also discuss or illustrate examples
of interest rate sensitivity.

MOMENTUM INDICATORS indicate a class's price movements over specific
periods of time. Each point on the momentum indicator represents a
class's percentage change in price movements over that period.

The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at
periodic intervals, thereby purchasing fewer shares when prices are
high and more shares when prices are low. While such a strategy does
not assure a profit or guard against loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers
of shares are purchased at the same intervals. In evaluating such a
plan, investors should consider their ability to continue purchasing
shares during periods of low price levels.

As of June 30, 2000, FMR advised over $36 billion in municipal fund
assets, $145 billion in taxable fixed-income fund assets, $152 billion
in money market fund assets, $644 billion in equity fund assets, $21
billion in international fund assets, and $42 billion in
Spartan(registered trademark) fund assets. The fund 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 the 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 debt and money market investments
because of its effect on yield.

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION

Pursuant to Rule 22d-1 under the 1940 Act, Fidelity Distributors
Corporation (FDC) exercises its right to waive Class A and Class T's
front-end sales charge on shares acquired through reinvestment of
dividends and capital gain distributions or in connection with a
fund's merger with or acquisition of any investment company or trust.
In addition, FDC has chosen to waive Class A and Class T's front-end
sales charge in certain instances due to sales efficiencies and
competitive considerations. The sales charge will not apply:

CLASS A SHARES ONLY

1. to shares purchased for an employee benefit plan (as defined in the
Employee Retirement Income Security Act) (except a SIMPLE IRA, SEP, or
SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program with at
least $25 million or more in plan assets;

2. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through an insurance company separate account used
to fund annuity contracts;

3. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through a trust institution, bank trust department
or insurance company, or any such institution's broker-dealer
affiliate that is not part of an organization primarily engaged in the
brokerage business. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs
that participate in the Advisor Retirement Connection do not qualify
for this waiver;

4. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through an investment professional sponsored program
that requires the participating employee benefit plan to initially
invest in Class C or Class B shares and, upon meeting certain
criteria, subsequently requires the plan to invest in Class A shares;

5. to shares purchased by a trust institution or bank trust department
for a managed account that is charged an asset-based fee. Employee
benefit plans (except SIMPLE IRA, SEP, and SARSEP plans and plans
covering self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)), 403(b) programs and accounts managed by third
parties do not qualify for this waiver;

6. to shares purchased by a broker-dealer for a managed account that
is charged an asset-based fee. Employee benefit plans (except SIMPLE
IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) and
403(b) programs do not qualify for this waiver;

7. to shares purchased by a registered investment adviser that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do
not qualify for this waiver;

8. to shares purchased with proceeds from the sale of front-end load
shares of a non-Advisor mutual fund for an account participating in
the FundSelect by Nationwide program;

9. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC. A member of the immediate family of a bank trust officer, a
registered representative or other employee of investment
professionals having agreements with FDC, is a spouse of one of those
individuals, an account for which one of those individuals is acting
as custodian for a minor child, and a trust account that is registered
for the sole benefit of a minor child of one of those individuals; or

10. to shares purchased by the Fidelity Investments Charitable Gift
Fund.

A sales load waiver form must accompany these transactions.

CLASS T SHARES ONLY

1. to shares purchased for an insurance company separate account used
to fund annuity contracts for employee benefit plans (except SIMPLE
IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or
403(b) programs;

2. to shares purchased by a trust institution or bank trust department
for a managed account that is charged an asset-based fee. Accounts
managed by third parties do not qualify for this waiver;

3. to shares purchased by a broker-dealer for a managed account that
is charged an asset-based fee;

4. to shares purchased by a registered investment adviser that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee;

5. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program;

6. to shares purchased for a Fidelity or Fidelity Advisor account
(including purchases by exchange) with the proceeds of a distribution
from (i) an insurance company separate account used to fund annuity
contracts for employee benefit plans, 403(b) programs or plans
covering sole-proprietors (formerly Keogh/H.R. 10 plans) that are
invested in Fidelity Advisor or Fidelity funds or (ii) an employee
benefit plan, 403(b) program or plan covering a sole-proprietor
(formerly Keogh/H.R. 10 plan) that is invested in Fidelity Advisor or
Fidelity funds. (Distributions other than those transferred to an IRA
account must be transferred directly into a Fidelity account.);

7. to shares purchased for any state, county, or city, or any
governmental instrumentality, department, authority or agency;

8. to shares purchased with redemption proceeds from other mutual fund
complexes on which the investor has paid a front-end or contingent
deferred sales charge (CDSC);

9. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or Fidelity International Limited (FIL) or their
direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity Trustee or employee, a Fidelity Trustee or
employee acting as custodian for a minor child, or a person acting as
trustee of a trust for the sole benefit of the minor child of a
Fidelity Trustee or employee;

10. to shares purchased by a charitable organization (as defined for
purposes of Section 501(c)(3) of the Internal Revenue Code, but
excluding the Fidelity Investments Charitable Gift Fund) investing
$100,000 or more;

11. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC. A member of the immediate family of a bank trust officer, a
registered representative or other employee of investment
professionals having agreements with FDC, is a spouse of one of those
individuals, an account for which one of those individuals is acting
as custodian for a minor child, and a trust account that is registered
for the sole benefit of a minor child of one of those individuals;

12. to shares purchased for a charitable remainder trust or life
income pool established for the benefit of a charitable organization
(as defined for purposes of Section 501(c)(3) of the Internal Revenue
Code);

13. to shares purchased with distributions of income, principal, and
capital gains from Fidelity Defined Trusts; or

14. to shares purchased by the Fidelity Investments Charitable Gift
Fund.

A sales load waiver form must accompany these transactions.

CLASS B AND CLASS C SHARES ONLY

The Class B or Class C CDSC will not apply to the redemption of
shares:

1. For disability or death, provided that the shares are sold within
one year following the death or the initial determination of
disability;

2. That are permitted without penalty at age 70 1/2 pursuant to the
Internal Revenue Code from retirement plans or accounts (other than of
shares purchased on or after February 11, 1999 for Traditional IRAs,
Roth IRAs and Rollover IRAs);

3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs
and Rollover IRAs purchased on or after February 11, 1999;

4. Through the Fidelity Advisor Systematic Withdrawal Program; or

5. (Applicable to Class C only) From an employee benefit plan, 403(b)
program or plan covering a sole-proprietor (formerly Keogh/H.R. 10
plan).

A waiver form must accompany these transactions.

INSTITUTIONAL CLASS SHARES ONLY

Institutional Class shares are offered to:

1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested in the
Institutional Class of the Advisor funds. In addition, employee
benefit plans, 403(b) programs and plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans) must have at least $50 million in plan
assets;

2. Registered investment adviser managed account programs, provided
the registered investment adviser is not part of an organization
primarily engaged in the brokerage business and the program (i)
charges an asset-based fee and (ii) will have at least $1 million
invested in the Institutional Class of the Advisor funds. In addition,
accounts other than an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly a Keogh/H.R. 10 plan) in the
program must be managed on a discretionary basis;

4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;

5. Current or former Trustees or officers of a Fidelity fund or
current or retired officers, directors, or regular employees of FMR
Corp. or FIL or their direct or indirect subsidiaries (Fidelity
Trustee or employee), spouses of Fidelity Trustees or employees,
Fidelity Trustees or employees acting as a custodian for a minor
child, or persons acting as trustee of a trust for the sole benefit of
the minor child of a Fidelity Trustee or employee; and

6. Insurance company programs for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R. 10
plans) that (i) charge an asset-based fee and (ii) will have at least
$1 million invested in the Institutional Class of the Advisor funds.
Insurance company programs for employee benefit plans, 403(b) programs
and plans covering sole-proprietors (formerly Keogh/H.R. 10 plans)
include such programs offered by a broker-dealer affiliate of an
insurance company, provided that the affiliate is not part of an
organization primarily engaged in the brokerage business.

For purchases made by managed account programs, insurance company
separate accounts or insurance company programs for employee benefit
plans, 403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans), Fidelity reserves the right to waive the
requirement that $1 million be invested in the Institutional Class of
the Advisor funds.

FOR CLASS A AND CLASS T SHARES ONLY

FINDER'S FEE. For all funds, on eligible purchases of (i) Class A
shares in amounts of $1 million or more that qualify for a Class A
load waiver, (ii) Class A shares in amounts of $25 million or more, or
(iii) Class T shares in amounts of $1 million or more, investment
professionals will be compensated with a fee at the rate of 0.25% of
the purchase amount. Except as provided below, Class A eligible
purchases are the following purchases made through broker-dealers and
banks: an individual trade of $25 million or more; an individual trade
of $1 million or more that is load waived; a trade which brings the
value of the accumulated account(s) of an investor (including an
employee benefit plan (except a SEP or SARSEP plan or a plan covering
self-employed individuals and their employees (formerly a Keogh/H.R.
10 plan)) or 403(b) program) past $25 million; a load waived trade
that brings the value of the accumulated account(s) of an investor
(including an employee benefit plan (except a SEP or SARSEP plan or a
plan covering self-employed individuals and their employees (formerly
a Keogh/H.R. 10 plan)) or 403(b) program) past $1 million; a trade for
an investor with an accumulated account value of $25 million or more;
a load waived trade for an investor with an accumulated account value
of $1 million or more; an incremental trade toward an investor's $25
million "Letter of Intent;" and an incremental load waived trade
toward an investor's $1 million "Letter of Intent." Except as provided
below, Class T eligible purchases are the following purchases made
through broker-dealers and banks: an individual trade of $1 million or
more; a trade which brings the value of the accumulated account(s) of
an investor (including an employee benefit plan (except a SEP or
SARSEP plan or a plan covering self-employed individuals and their
employees (formerly a Keogh/H.R. 10 plan)) or 403(b) program) past $1
million; a trade for an investor with an accumulated account value of
$1 million or more; and an incremental trade toward an investor's $1
million "Letter of Intent."

Shares held by an insurance company separate account will be
aggregated at the client (e.g., the contract holder or plan sponsor)
level, not at the separate account level. Upon request, anyone
claiming eligibility for the 0.25% fee with respect to shares held by
an insurance company separate account must provide FDC access to
records detailing purchases at the client level.

For the purpose of determining the availability of Class A or Class T
finder's fees, purchases of Class A or Class T shares made (i) with
the proceeds from the redemption of shares of any Fidelity fund or
(ii) by the Fidelity Investments Charitable Gift Fund, will not be
considered "eligible purchases."

Except as provided below, any assets on which a finder's fee has been
paid will bear a contingent deferred sales charge (Class A or Class T
CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor Funds (registered trademark), or Daily Money
Class shares of Treasury Fund, Prime Fund or Tax-Exempt Fund, for a
period of at least one uninterrupted year. The Class A or Class T CDSC
will be 0.25% of the lesser of the cost of the Class A or Class T
shares, as applicable, at the initial date of purchase or the value of
those Class A or Class T shares, as applicable, at redemption, not
including any reinvested dividends or capital gains. Class A and Class
T shares acquired through distributions (dividends or capital gains)
will not be subject to a Class A or Class T CDSC. In determining the
applicability and rate of any Class A or Class T CDSC at redemption,
Class A or Class T shares representing reinvested dividends and
capital gains will be redeemed first, followed by those Class A or
Class T shares that have been held for the longest period of time.

Investment professionals must notify FDC in advance of a purchase
eligible for a finder's fee, and may be required to enter into an
agreement with FDC in order to receive the finder's fee.

The Class A or Class T CDSC will not apply to the redemption of
shares:

1. Held by insurance company separate accounts;

3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs,
SIMPLE IRAs, SEPs, SARSEPS and plans covering a sole proprietor or
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans).

A waiver form must accompany these transactions.

CLASS A AND CLASS T SHARES ONLY

COMBINED PURCHASE, RIGHTS OF ACCUMULATION AND LETTER OF INTENT
PROGRAMS. The following qualify as an "individual" or "company" for
the purposes of determining eligibility for the Combined Purchase,
Rights of Accumulation or Letter of Intent program: an individual,
spouse and their children under age 21 purchasing for his/her or their
own account; a trustee, administrator or other fiduciary purchasing
for a single trust estate or a single fiduciary account or for a
single or parent-subsidiary group of "employee benefit plans" (except
SEP and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs;
and tax-exempt organizations (as defined in Section 501(c)(3) of the
Internal Revenue Code).

COMBINED PURCHASE. For your purchases to be aggregated for the purpose
of qualifying for the Combined Purchase program, they must be made on
the same day through one investment professional.

RIGHTS OF ACCUMULATION. The current value of your holdings is
determined at the NAV at the close of business on the day you purchase
the Class A or Class T shares to which the current value of your
holdings will be added. For your purchases and holdings to be
aggregated for the purpose of qualifying for the Rights of
Accumulation program, they must have been made through one investment
professional.

LETTER OF INTENT. You must file your Letter of Intent (Letter) with
Fidelity within 90 days of the start of your purchases toward
completing your Letter. For your purchases to be aggregated for the
purpose of completing your Letter, they must be made through one
investment professional. Your initial purchase toward completing your
Letter must be at least 5% of the total investment specified in your
Letter. Class A and Class T shares acquired through an employee
benefit plan, a Traditional IRA, a Roth IRA, a rollover IRA, a 403(b)
program, or a plan covering a sole proprietor (formerly Keogh/H.R. 10
plan) will be included for purposes of completing your Letter but may
not be used to meet the initial investment minimum of 5% of the total
investment specified in your Letter. Fidelity will register Class A or
Class T shares equal to 5% of the total investment specified in your
Letter in your name and will hold those shares in escrow. You will
earn income, dividends and capital gain distributions on escrowed
Class A and Class T shares. The escrow will be released when you
complete your Letter. You are not obligated to complete your Letter.
If you do not complete your Letter, you must pay the increased
front-end sales charges due. If you do not pay the increased front-end
sales charges within 20 days after the date your Letter expires,
Fidelity will redeem sufficient escrowed Class A or Class T shares to
pay any applicable front-end sales charges. If you purchase more than
the amount specified in your Letter and qualify for additional Class A
or Class T front-end sales charge reductions, the front-end sales
charge will be adjusted to reflect your total purchase at the end of
13 months and the surplus amount will be applied to your purchase of
additional Class A or Class T shares at the then-current offering
price applicable to the total investment.

ALL CLASSES

The fund may make redemption payments in whole or in part in readily
marketable securities or other property, valued for this purpose as
they are valued in computing each class's NAV, if FMR determines it is
in the best interests of the fund. Shareholders that receive
securities or other property on redemption may realize a gain or loss
for tax purposes, and will incur any costs of sale, as well as the
associated inconveniences.

DISTRIBUTIONS AND TAXES

DIVIDENDS. Because the fund's income is primarily derived from
interest, dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders.
Short-term capital gains are taxable as dividends, but do not qualify
for the dividends-received deduction. A portion of the fund's
dividends derived from certain U.S. Government securities and
securities of certain other investment companies may be exempt from
state and local taxation.

CAPITAL GAIN DISTRIBUTIONS. The fund's long-term capital gain
distributions are federally taxable to shareholders generally as
capital gains.

RETURNS OF CAPITAL. If the fund's distributions exceed its taxable
income and capital gains realized during a taxable year, all or a
portion of the distributions made in the same taxable year may be
recharacterized as a return of capital to shareholders. A return of
capital distribution will generally not be taxable, but will reduce
each shareholder's cost basis in the fund and result in a higher
reported capital gain or lower reported capital loss when those shares
on which the distribution was received are sold.

FOREIGN TAX CREDIT OR DEDUCTION. Foreign governments may withhold
taxes on dividends and interest earned by the fund with respect to
foreign securities. Foreign governments may also impose taxes on other
payments or gains with respect to foreign securities. Because the fund
does not currently anticipate that securities of foreign issuers will
constitute more than 50% of its total assets at the end of its fiscal
year, shareholders should not expect to be eligible to claim a foreign
tax credit or deduction on their federal income tax returns with
respect to foreign taxes withheld.

TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income
and capital gains distributed to shareholders. In order to qualify as
a regulated investment company, and avoid being subject to federal
income or excise taxes at the fund level, the fund intends to
distribute substantially all of its net investment income and net
realized capital gains within each calendar year as well as on a
fiscal year basis, and intends to comply with other tax rules
applicable to regulated investment companies.

OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting the fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of the fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income
taxes, shareholders may be subject to state and local taxes on fund
distributions, and shares may be subject to state and local personal
property taxes. Investors should consult their tax advisers to
determine whether a fund is suitable to their particular tax
situation.

TRUSTEES AND OFFICERS

The Trustees, Members of the Advisory Board, and executive officers of
the trust and fund, as applicable, are listed below. The Board of
Trustees governs the fund and is responsible for protecting the
interests of shareholders. The Trustees are experienced executives who
meet periodically throughout the year to oversee the fund's
activities, review contractual arrangements with companies that
provide services to the fund, and review the fund's performance.
Except as indicated, each individual has held the office shown or
other offices in the same company for the past five years
or, if shorter, the period of a fund's operations . All persons
named as Trustees and Members of the Advisory Board also serve in
similar capacities for other funds advised by FMR or its affiliates.
The business address of each Trustee, Member of the Advisory Board,
and officer who is an "interested person" (as defined in the 1940 Act)
is 82 Devonshire Street, Boston, Massachusetts 02109, which is also
the address of FMR. The business address of all the other Trustees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Those Trustees who are "interested persons" by virtue of their
affiliation with either the trust or FMR are indicated by an asterisk
(*).

*EDWARD C. JOHNSON 3d (70), Trustee, is President of Fidelity Advisor
Floating Rate High Income Fund. Mr. Johnson also serves as President
of other Fidelity funds. He is Chief Executive Officer, Chairman, and
a Director of FMR Corp.; a Director and Chairman of the Board and of
the Executive Committee of FMR; Chairman and a Director of Fidelity
Management & Research (U.K.) Inc. and of Fidelity Management &
Research (Far East) Inc.; Chairman (1998) and a Director (1997) of
Fidelity Investments Money Management, Inc.; Chairman and
Representative Director of Fidelity Investments Japan Limited (1997);
and a Director of FDC and of FMR Co., Inc. (2000). Abigail Johnson,
Member of the Advisory Board of Fidelity Advisor Series II, is Mr.
Johnson's daughter.

ABIGAIL P. JOHNSON (38), Member of the Advisory Board of Fidelity
Advisor Series II (1999), is Vice President of certain Equity Funds
(1997), and is a Director of FMR Corp. (1994). Before assuming her
current responsibilities, Ms. Johnson managed a number of Fidelity
funds. Edward C. Johnson 3d, Trustee and President of the Funds, is
Ms. Johnson's father.

J. MICHAEL COOK (57), Member of the Advisory Board (2000). Prior to
Mr. Cook's retirement in May 1999, he served as Chairman and Chief
Executive Officer of Deloitte & Touche LLP, Chairman of the Deloitte &
Touche Foundation, and a member of the Board of Deloitte Touche
Tohmatsu. He currently serves as an Executive in Residence of the
Columbia Business School and as a Director of Dow Chemical Company
(2000), HCA - The Healthcare Company (1999), and Children First
(1999). He is a member of the Executive Committee of the Securities
Regulation Institute, a member of the Advisory Board of Boardroom
Consultants , past chairman and a member of the Board of
Catalyst (a leading organization for the advancement of women in
business), and a Director of the STAR Foundation (Society to
Advance the Retarded and Handicapped). He also serves as a member of
the Board and Executive Committee and as Co-Chairman of the Audit and
Finance Committee of the Center for Strategic & International Studies,
a member of the Board of Overseers of the Columbia Business School,
and a Member of the Advisory Board of the Graduate School of Business
of the University of Florida.

RALPH F. COX (68), Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 1994). Prior to February
1994, he was President of Greenhill Petroleum Corporation (petroleum
exploration and production). Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Waste Management
Inc. (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
and Bonneville Pacific (independent power and petroleum production).
In addition, he is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.

PHYLLIS BURKE DAVIS (68), Trustee. Mrs. Davis is retired from Avon
Products, Inc. where she held various positions including Senior Vice
President of Corporate Affairs and Group Vice President of U.S. sales,
distribution, and manufacturing. She is currently a Director of
BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing), and the TJX Companies, Inc. (retail stores), and
previously served as a Director of Hallmark Cards, Inc., Nabisco
Brands, Inc., and Standard Brands, Inc. In addition, she is a member
of the Board of Directors of the Southampton Hospital in Southampton,
N.Y. (1998).

ROBERT M. GATES (56), Trustee (1997), is a consultant, author, and
lecturer (1993). Mr. Gates was Director of the Central Intelligence
Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates served as
Assistant to the President of the United States and Deputy National
Security Advisor. Mr. Gates is a Director of Charles Stark Draper
Laboratory (non-profit), NACCO Industries, Inc. (mining and
manufacturing), and TRW Inc. (automotive, space, defense, and
information technology). Mr. Gates previously served as a Director of
LucasVarity PLC (automotive components and diesel engines). He is
currently serving as Dean of the George Bush School of Government and
Public Service at Texas A&M University (1999-200 1 ). Mr. Gates
also is a Trustee of the Forum for International Policy and of the
Endowment Association of the College of William and Mary.

DONALD J. KIRK (67), Trustee, is Executive-in-Residence (1995) at
Columbia University Graduate School of Business. From 1987 to January
1995, Mr. Kirk was a Professor at Columbia University Graduate School
of Business. Prior to 1987, he was Chairman of the Financial
Accounting Standards Board. Mr. Kirk previously served as a Director
of General Re Corporation (reinsurance, 1987-1998) and as a Director
of Valuation Research Corp. (appraisals and valuations, 1993-1995). He
serves as Chairman of the Board of Directors of National Arts
Stabilization Inc., Chairman of the Board of Trustees of the Greenwich
Hospital Association, Director of the Yale-New Haven Health Services
Corp. (1998), Vice Chairman of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice
Section (1995), and as a Public Governor of the National Association
of Securities Dealers, Inc. (1996).

MARIE L. KNOWLES (53), Member of the Advisory Board (2000).
Beginning in 1972, Ms. Knowles served in various positions with
Atlantic Richfield Company (ARCO) (diversified energy) including
Executive Vice President and Chief Financial Officer (1996-2000);
Director (1996-1998); and Senior Vice President (1993-1996). In
addition, Ms. Knowles served as President of ARCO Transportation
Company (1993-1996). She currently serves as a Director of Phelps
Dodge Corporation (copper mining and manufacturing), URS Corporation
(multidisciplinary engineering, 1999), and America West Holdings
Corporation (aviation and travel services, 1999). Ms. Knowles also
serves as a member of the National Board of the Smithsonian
Institution and she is a trustee of the Brookings Institution.

NED C. LAUTENBACH (56), Trustee (2000), has been a partner of Clayton,
Dubilier & Rice, Inc. (private equity investment firm) since September
1998. Mr. Lautenbach was Senior Vice President of IBM Corporation from
1992 until his retirement in July 1998. From 1993 to 1995 he was
Chairman of IBM World Trade Corporation. He also was a member of IBM's
Corporate Executive Committee from 1994 to July 1998. He is a Director
of PPG Industries Inc. (glass, coating and chemical manufacturer),
Dynatech Corporation (global communications equipment), Eaton
Corporation (global manufacturer of highly engineered products) and
ChoicePoint Inc. (data identification, retrieval, storage, and
analysis).

*PETER S. LYNCH (57), Trustee, is Vice Chairman and a Director of FMR;
and a Director of FMR Co., Inc. (2000). 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(registered
trademark) Magellan(registered trademark) Fund and FMR Growth Group
Leader; and Managing Director of FMR Corp. Mr. Lynch was also Vice
President of Fidelity Investments Corporate Services (1991-1992). In
addition, he serves as a Trustee of Boston College, Massachusetts Eye
& Ear Infirmary, Historic Deerfield (1989) and Society for the
Preservation of New England Antiquities, and as an Overseer of the
Museum of Fine Arts of Boston.

WILLIAM O. McCOY (66), Trustee (1997), is the Interim Chancellor for
the University of North Carolina at Chapel Hill. Previously he had
served from 1995 through 1998 as Vice President of Finance for the
University of North Carolina (16-school system). Prior to his
retirement in December 1994, Mr. McCoy was Vice Chairman of the Board
of BellSouth Corporation (telecommunications, 1984) and President of
BellSouth Enterprises (1986). He is currently a Director of Liberty
Corporation (holding company, 1984), Duke-Weeks Realty Corporation
(real estate, 1994), Carolina Power and Light Company (electric
utility, 1996), the Kenan Transport Company (trucking, 1996), and
Dynatech Corporation (electronics, 1999). Previously, he was a
Director of First American Corporation (bank holding company,
1979-1996). In addition, Mr. McCoy served as a member of the Board of
Visitors for the University of North Carolina at Chapel Hill
(1994-1998) and currently serves on the Board of Visitors of the
Kenan-Flager Business School (University of North Carolina at Chapel
Hill, 1988).

GERALD C. McDONOUGH (72), Trustee and Chairman of the non-interested
Trustees, is Chairman of G.M. Management Group (strategic advisory
services). Mr. McDonough is a Director and Chairman of the Board of
York International Corp. (air conditioning and refrigeration) and
Associated Estates Realty Corporation (a real estate investment trust,
1993). Mr. McDonough served as a Director of ACME-Cleveland Corp.
(metal working, telecommunications, and electronic products) from
1987-1996 and Brush-Wellman Inc. (metal refining) from 1983-1997. He
also served as a Director of Commercial Intertech Corp. (hydraulic
systems, building systems, and metal products) from 1992-2000 and
CUNO, Inc. (liquid and gas filtration products) from 1996-2000.

MARVIN L. MANN (67), Trustee, is Chairman Emeritus of Lexmark
International, Inc. (office machines, 1991) where he still remains a
member of the Board. Prior to 1991, he held the positions of Vice
President of International Business Machines Corporation ("IBM") and
President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993), Imation Corp. (imaging and information storage, 1997). He is a
Board member of Dynatech Corporation (electronics, 1999).

*ROBERT C. POZEN (53), Trustee (1997), is Senior Vice President of
Fidelity Advisor Floating Rate High Income Fund. Mr. Pozen also serves
as Senior Vice President of other Fidelity funds (1997). He is
President and a Director of FMR (1997), Fidelity Management & Research
(U.K.) Inc. (1997), Fidelity Management & Research (Far East) Inc.
(1997), Fidelity Investments Money Management, Inc. (1998), and FMR
Co., Inc. (2000); a Director of Strategic Advisers, Inc. (1999) ;
and Vice Chairman of Fidelity Investments (2000) . Previously, Mr.
Pozen served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.

THOMAS R. WILLIAMS (71), Trustee, is President of The Wales Group,
Inc. (management and financial advisory services). Prior to retiring
in 1987, Mr. Williams served as Chairman of the Board of First
Wachovia Corporation (bank holding company), and Chairman and Chief
Executive Officer of The First National Bank of Atlanta and First
Atlanta Corporation (bank holding company). He is currently a Director
of National Life Insurance Company of Vermont and American Software,
Inc. Mr. Williams was previously a Director of ConAgra, Inc.
(agricultural products), Georgia Power Company (electric utility), and
Avado, Inc. (restaurants).

ROBERT A. LAWRENCE (47), is Vice President of Fidelity Advisor
Floating Rate High Income Fund. Mr. Lawrence serves as Vice President
of certain High Income Bond Funds (2000), Vice President of Fidelity
Real Estate High Income Fund (1995) and Fidelity Real Estate High
Income Fund II (1996), Vice President of certain Equity Funds (1997),
and Senior Vice President of FMR (1993).

ERIC D. ROITER (51), is Secretary of Fidelity Advisor Floating Rate
High Income Fund. He also serves as Secretary of other Fidelity funds
(1998); Vice President, General Counsel, and Clerk of FMR (1998); and
Vice President and Clerk of FDC (1998). Prior to joining Fidelity, Mr.
Roiter was with the law firm of Debevoise & Plimpton, as an associate
(1981-1984) and as a partner (1985-1997), and served as an Assistant
General Counsel of the U.S. Securities and Exchange Commission
(1979-1981). Mr. Roiter was an Adjunct Member, Faculty of Law, at
Columbia University Law School (1996-1997).

ROBERT A. DWIGHT (42), is Treasurer of Fidelity Advisor Floating Rate
High Income Fund. Mr. Dwight also serves as Treasurer of other
Fidelity funds (2000) and is an employee of FMR. Prior to becoming
Treasurer of the Fidelity funds, he served as President of Fidelity
Accounting and Custody Services (FACS). Before joining Fidelity, Mr.
Dwight was Senior Vice President of fund accounting operations for The
Boston Company.

MARIA F. DWYER (41), is Deputy Treasurer of Fidelity Advisor Floating
Rate High Income Fund. She also serves as Deputy Treasurer of other
Fidelity funds (2000) and is a Vice President (1999) and an employee
(1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director
of Compliance for MFS Investment Management .

J OHN H. COSTELLO (53), is Assistant Treasurer of Fidelity
Advisor Floating Rate High Income Fund. Mr. Costello also serves as
Assistant Treasurer of other Fidelity funds and is an employee of FMR.

The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of the fund for his
or her services for the fiscal year ended October 31, 2000 or calendar
year ended December 31, 1999, as applicable.

<TABLE>
<CAPTION>
<S> <C> <C>
COMPENSATION TABLE

Trustees and Members of the Aggregate Compensation from Total Compensation from the
Advisory Board Advisor Floating Rate High Fund Complex*,A
IncomeB,+

Edward C. Johnson 3d** $ 0 $ 0

Abigail P. Johnson** $ 0 $ 0

J. Michael Cook***** $ 70 $ 0

Ralph F. Cox $ 70 $ 217,500

Phyllis Burke Davis $ 70 $ 211,500

Robert M. Gates $ 70 $ 217,500

E. Bradley Jones**** $ 70 $ 217,500

Donald J. Kirk $ 70 $ 217,500

Marie L. Knowles****** $ 70 $ 0

Ned C. Lautenbach*** $ 70 $ 54,000

Peter S. Lynch** $ 0 $ 0

William O. McCoy $ 70 $ 214,500

Gerald C. McDonough $ 85 $ 269,000

Marvin L. Mann $ 70 $ 217,500

Robert C. Pozen** $ 0 $ 0

Thomas R. Williams $ 70 $ 213,000

</TABLE>

* Information is for the calendar year ended December 31, 1999 for 236
funds in the complex.

** Interested Trustees of the fund and Ms. Johnson are compensated by
FMR.

*** During the period from October 14, 1999 through December 31, 1999,
Mr. Lautenbach served as a Member of the Advisory Board. Effective
January 1, 2000, Mr. Lautenbach serves as a Member of the Board of
Trustees.

**** Mr. Jones served on the Board of Trustees through December 31,
1999.

***** Effective March 16, 2000, Mr. Cook serves as a Member of the
Advisory Board.

****** Effective June 15, 2000, Ms. Knowles serves as a Member of
the Advisory Board.

+ Estimated for fund's first full year.

A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1999, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E.
Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy,
$75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $53,735; William O. McCoy, $53,735; and Thomas
R. Williams, $62,319.

B Compensation figures include cash, and may include amounts required
to be deferred at the election of Trustees.

Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 and January 2000 (the Plan), non-interested
Trustees must defer receipt of a portion of, and may elect to defer
receipt of an additional portion of, their annual fees. Amounts
deferred under the Plan are treated as though equivalent dollar
amounts had been invested in shares of a cross-section of Fidelity
funds including funds in each major investment discipline and
representing a majority of Fidelity's assets under management (the
Reference Funds). The amounts ultimately received by the Trustees
under the Plan will be directly linked to the investment performance
of the Reference Funds. Deferral of fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services
of any Trustee or to pay any particular level of compensation to the
Trustee. A fund may invest in the Reference Funds under the Plan
without shareholder approval.

As of the public offering of shares of the fund, 100% of the fund's
total outstanding shares was held by _____. FMR Corp. is the ultimate
parent company of _____. By virtue of their ownership interest in FMR
Corp., as described in the "Control of Investment Advisers" section on
page 45, Mr. Edward C. Johnson 3d, Trustee and President of the
fund, and Ms. Abigail P. Johnson, Member of the Advisory Board of
Fidelity Advisor Series II , may be deemed to be a beneficial
owner of these shares.

CONTROL OF INVESTMENT ADVISERS

FMR Corp., organized in 1972, is the ultimate parent company of FMR,
Fidelity Management & Research (U.K.) Inc. (FMR U.K.), Fidelity
Management & Research (Far East) Inc. (FMR Far East) and FMR Co., Inc.
(FMRC). The voting common stock of FMR Corp. is divided into two
classes. Class B is held predominantly by members of the Edward C.
Johnson 3d family and is entitled to 49% of the vote on any matter
acted upon by the voting common stock. Class A is held predominantly
by non-Johnson family member employees of FMR Corp. and its affiliates
and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the 1940 Act, control of a company is presumed where one individual or
group of individuals owns more than 25% of the voting stock of that
company. Therefore, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the 1940 Act, to form a
controlling group with respect to FMR Corp.

At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.

Fidelity International Limited (FIL), a Bermuda company formed in
1968, is the ultimate parent company of Fidelity Investments Japan
Limited (FIJ). 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. FIL
provides investment advisory services to non-U.S. investment companies
and institutional investors investing in securities throughout the
world.

The fund, FMR, FMRC, FMR U.K., FMR Far East, FIJ, and FDC have adopted
a code of ethics under Rule 17j-1 of the 1940 Act that sets forth
employees' fiduciary responsibilities regarding the fund, establishes
procedures for personal investing, and restricts certain transactions.
Employees subject to the code of ethics, including Fidelity investment
personnel, may invest in securities for their own investment accounts,
including securities that may be purchased or held by the fund.

MANAGEMENT CONTRACT

The fund has entered into a management contract with FMR, pursuant to
which FMR furnishes investment advisory and other services.

MANAGEMENT SERVICES. Under the terms of its management contract with
the fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, directs the investments of the
fund in accordance with its investment objective, policies and
limitations. FMR also provides the fund with all necessary office
facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of the
fund or FMR performing services relating to research, statistical and
investment activities.

In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include
providing facilities for maintaining the fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters and other persons dealing with the fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining the fund's records and the
registration of the fund's shares under federal securities laws and
making necessary filings under state securities laws; developing
management and shareholder services for the fund; and furnishing
reports, evaluations and analyses on a variety of subjects to the
Trustees.

MANAGEMENT-RELATED EXPENSES. In addition to the management fee payable
to FMR and the fees payable to the transfer, dividend disbursing, and
shareholder servicing agent, pricing and bookkeeping agent, and the
costs associated with securities lending, as applicable, the fund or
each class thereof, as applicable, pays all of its expenses that are
not assumed by those parties. The 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. The fund's management contract further provides that the
fund will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices, and reports to
shareholders; however, under the terms of the fund's transfer agent
agreement, the transfer agent bears the costs of providing these
services to existing shareholders of the applicable classes. Other
expenses paid by the fund include interest, taxes, brokerage
commissions, the fund's proportionate share of insurance premiums and
Investment Company Institute dues, and the costs of registering shares
under federal securities laws and making necessary filings under state
securities laws. The fund is also liable for such non-recurring
expenses as may arise, including costs of any litigation to which the
fund may be a party, and any obligation it may have to indemnify its
officers and Trustees with respect to litigation.

MANAGEMENT FEE. For the services of FMR under the management contract,
the fund pays FMR a monthly management fee which has two components: 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.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

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

0 - $3 billion .3700% $ 1 billion .3700%

3 - 6 .3400 50 .2188

6 - 9 .3100 100 .1869

9 - 12 .2800 150 .1736

12 - 15 .2500 200 .1652

15 - 18 .2200 250 .1587

18 - 21 .2000 300 .1536

21 - 24 .1900 350 .1494

24 - 30 .1800 400 .1459

30 - 36 .1750 450 .1427

36 - 42 .1700 500 .1399

42 - 48 .1650 550 .1372

48 - 66 .1600 600 .1349

66 - 84 .1550 650 .1328

84 - 120 .1500 700 .1309

120 - 156 .1450 750 .1291

156 - 192 .1400 800 .1275

192 - 228 .1350 850 .1260

228 - 264 .1300 900 .1246

264 - 300 .1275 950 .1233

300 - 336 .1250 1,000 .1220

336 - 372 .1225 1,050 .1209

372 - 408 .1200 1,100 .1197

408 - 444 .1175 1,150 .1187

444 - 480 .1150 1,200 .1177

480 - 516 .1125 1,250 .1167

516 - 587 .1100 1,300 .1158

587 - 646 .1080 1,350 .1149

646 - 711 .1060 1,400 .1141

711 - 782 .1040

782 - 860 .1020

860 - 946 .1000

946 - 1,041 .0980

1,041 - 1,145 .0960

1,145 - 1,260 .0940

Over 1,260 .0920

</TABLE>

The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $8 6 8 billion of group net assets - the approximate
level for June 30 , 2000 - was 0.12 55 %, which is the
weighted average of the respective fee rates for each level of group
net assets up to $8 6 8 billion.

The fund's individual fund fee rate is 0.55%. Based on the average
group net assets of the funds advised by FMR for June 30 , 2000,
the fund's annual management fee rate would be calculated as follows:

Group Fee Rate Individual Fund Fee Rate Management Fee Rate

Advisor Floating Rate High 0.1255% + 0.55% = 0.6755%
Income

</TABLE>

One-twelfth of the management fee rate is applied to the fund's
average net assets for the month, giving a dollar amount which is the
fee for that month.

FMR may, from time to time, voluntarily reimburse all or a portion of
a class's operating expenses (exclusive of interest, taxes, certain
securities lending costs, brokerage commissions, and extraordinary
expenses), which is subject to revision or discontinuance. FMR retains
the ability to be repaid for these expense reimbursements in the
amount that expenses fall below the limit prior to the end of the
fiscal year.

Expense reimbursements by FMR will increase a class's returns and
yield, and repayment of the reimbursement by a class will lower its
returns and yield.

SUB-ADVISERS. On January 1, 2001, FMR will enter into a sub-advisory
agreement with FMRC on behalf of the fund pursuant to which FMRC will
have primary responsibility for choosing investments for the fund.

Under the terms of the sub-advisory agreement for the fund, FMR will
pay FMRC fees equal to 50% of the management fee payable to FMR under
its management contract with the fund. The fees paid to FMRC will not
be reduced by any voluntary or mandatory expense reimbursements that
may be in effect from time to time.

On behalf of the fund , FMR has entered into sub-advisory
agreements with FMR U.K. and FMR Far East. Pursuant to the
sub-advisory agreements, FMR may receive from the sub-advisers
investment research and advice on issuers outside the United States
and FMR may grant the sub-advisers investment management authority as
well as the authority to buy and sell securities if FMR believes it
would be beneficial to the fund.

On behalf of the fund, FMR Far East has entered into a sub-advisory
agreement with FIJ pursuant to which FMR Far East may receive from FIJ
investment research and advice relating to Japanese issuers (and such
other Asian issuers as FMR Far East may designate).

For providing non-discretionary investment advice and research
services the sub-advisers are compensated as follows:

(small solid bullet) 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.

(small solid bullet) FMR Far East pays FIJ a fee equal to 100% of
FIJ's costs incurred in connection with providing investment advice
and research services for a fund to FMR Far East.

For providing discretionary investment management and executing
portfolio transactions, the sub-advisers are compensated as follows:

(small solid bullet) FMR pays FMR U.K. and FMR Far East a fee equal to
50% of its monthly management fee with respect to the fund's average
net assets managed by the sub-adviser on a discretionary basis.

DISTRIBUTION SERVICES

The fund has entered into a distribution agreement with FDC, an
affiliate of FMR. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. The distribution agreement
calls for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the fund, which are
continuously offered. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.

The Trustees have approved Distribution and Service Plans on behalf of
Class A, Class T, Class B, Class C, and Institutional Class of the
fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the Rule).
The Rule provides in substance that a mutual fund may not engage
directly or indirectly in financing any activity that is primarily
intended to result in the sale of shares of the fund except pursuant
to a plan approved on behalf of the fund under the Rule. The Plans, as
approved by the Trustees, allow Class A, Class T, Class B, Class C,
Institutional Class and FMR to incur certain expenses that might be
considered to constitute direct or indirect payment by the fund of
distribution expenses.

Pursuant to the Class A Plan for the fund, FDC is paid a monthly 12b-1
fee at an annual rate of up to 0.40% of Class A's average net assets
determined at the close of business on each day throughout the month.
Currently, the Trustees have approved a monthly 12b-1 fee for Class A
of Advisor Floating Rate High Income at an annual rate of 0.15% of its
average net assets. This fee rate may be increased only when, in the
opinion of the Trustees, it is in the best interests of the
shareholders of the applicable class to do so.

Currently, FDC may reallow to intermediaries (such as banks,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of 12b-1 fees paid by Class A for providing
services intended to result in the sale of Class A shares and/or
shareholder support services.

Pursuant to the Class T Plan for the fund, FDC is paid a monthly 12b-1
fee at an annual rate of up to 0.40% of Class T's average net assets
determined at the close of business on each day throughout the month.
Currently, the Trustees have approved a monthly 12b-1 fee for Class T
of Advisor Floating Rate High Income at an annual rate of 0.25% of its
average net assets. This fee rate may be increased only when, in the
opinion of the Trustees, it is in the best interests of the
shareholders of the applicable class to do so.

Currently, FDC may reallow to intermediaries (such as banks,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of 12b-1 fees paid by Class T for providing
services intended to result in the sale of Class T shares and/or
shareholder support services.

Pursuant to the Class B Plan for the fund, FDC is paid a monthly 12b-1
(distribution) fee at an annual rate of up to 0.75% of Class
B's average net assets determined at the close of business on each day
throughout the month. Currently, the Trustees have approved a
monthly 12b-1 (distribution) fee for Class B of Advisor Floating Rate
High Income at an annual rate of 0.55% of its average net assets. This
fee rate may be increased only when, in the opinion of the Trustees,
it is in the best interests of the shareholders of the class to do
so.

Pursuant to the Class B Plan for the fund, FDC is also paid a monthly
12b-1 (service) fee at an annual rate of up to 0.25% of Class B's
average net assets determined at the close of business on each day
throughout the month. Currently, the Trustees have approved a monthly
12b-1 (service) fee for Class B of Advisor Floating Rate High Income
at an annual rate of 0.15% of its average net assets. This fee rate
may be increased only when, in the opinion of the Trustees, it is in
the best interests of the shareholders of the class to do so.

Currently, FDC retains the full amount of 12b-1 (distribution) fees
paid by Class B as compensation for providing services intended to
result in the sale of Class B shares, and FDC may reallow up to the
full amount of 12b-1 (service) fees paid by Class B to intermediaries
(such as banks, broker-dealers, and other service-providers),
including its affiliates, for providing shareholder support services.

Pursuant to the Class C Plan for the fund, FDC is paid a monthly 12b-1
(distribution) fee at an annual rate of up to 0.75% of Class
C's average net assets determined at the close of business on each day
throughout the month. Currently, the Trustees have approved a
monthly 12b-1 (distribution) fee for Class C of Advisor Floating Rate
High Income at an annual rate of 0.55% of its average net assets. This
fee rate may be increased only when, in the opinion of the Trustees,
it is in the best interests of the shareholders of the applicable
class to do so.

Pursuant to the Class C Plan for the fund, FDC is also paid a monthly
12b-1 (service) fee at an annual rate of 0.25% of Class C's average
net assets determined at the close of business on each day throughout
the month.

Currently and except as provided below, for the first 15 months
of investment, FDC retains the full amount of 12b-1 (distribution)
fees paid by Class C as compensation for providing services intended
to result in the sale of Class C shares and retains the full amount of
12b-1 (service) fees paid by Class C for providing shareholder support
services. Normally, after the first 15 months of investment,
FDC may reallow up to the full amount of 12b-1 (distribution) fees
paid by Class C to intermediaries (such as banks, broker-dealers, and
other service-providers), including its affiliates, for providing
services intended to result in the sale of Class C shares and may
reallow up to the full amount of 12b-1 (service) fees paid by Class C
to intermediaries, including its affiliates, for providing shareholder
support services. For purchases of Class C shares made for an employee
benefit plan, 403(b) program or plan covering a sole-proprietor
(formerly Keogh/H.R. 10 plan) or through reinvestment of dividends or
capital gain distributions, during the first 15 months of
investment and thereafter, FDC may reallow up to the full amount of
12b-1 (distribution) fees paid by such Class C shares to
intermediaries, including its affiliates, for providing services
intended to result in the sale of Class C shares and may reallow up to
the full amount of 12b-1 (service) fees paid by such Class C shares to
intermediaries, including its affiliates, for providing shareholder
support services.

Under the Institutional Class Plan, if the payment of management fees
by the fund to FMR is deemed to be indirect financing by the fund of
the distribution of its shares, such payment is authorized by the
Plan. The Institutional Class Plan specifically recognizes that FMR
may use its management fee revenue, as well as its past profits or its
other resources, to pay FDC for expenses incurred in connection with
providing services intended to result in the sale of Institutional
Class shares and/or shareholder support services. In addition, the
Institutional Class Plan provides that FMR, directly or through FDC,
may pay significant amounts to intermediaries, such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees has authorized such
payments for Institutional Class shares.

Under each Class A, Class T, Class B, and Class C Plan, if the payment
of management fees by the fund to FMR is deemed to be indirect
financing by the fund of the distribution of its shares, such payment
is authorized by the Plan. Each Class A, Class T, Class B, and Class C
Plan specifically recognizes that FMR may use its management fee
revenue, as well as its past profits or its other resources, to pay
FDC for expenses incurred in connection with providing services
intended to result in the sale of Class A, Class T, Class B, and Class
C shares and/or shareholder support services, including payments of
significant amounts made to intermediaries that provide those
services. Currently, the Board of Trustees has authorized such
payments for Class A, Class T, Class B, and Class C shares.

Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the applicable class of the fund and its shareholders. In
particular, the Trustees noted that the Institutional Class Plan does
not authorize payments by Institutional Class of the fund other than
those made to FMR under its management contract with the fund. To the
extent that the Plan gives FMR and FDC greater flexibility in
connection with the distribution of Class A, Class T, Class B, Class
C, and Institutional Class shares, additional sales of fund shares or
stabilization of cash flows may result. Furthermore, certain
shareholder support services may be provided more effectively under
the Plans by local entities with whom shareholders have other
relationships.

Each Class A, Class T, Class B, and Class C Plan does not provide for
specific payments by the applicable class of any 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.

The Glass-Steagall Act generally prohibits federally and state
chartered or supervised banks from directly engaging in the business
of underwriting, selling or distributing securities. 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, 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 fund 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.

The fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.

FDC may compensate intermediaries that satisfy certain criteria
established from time to time by FDC relating to the level or type of
services provided by the intermediary, the sale or expected sale of
significant amounts of shares, or other factors.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each class of the fund has entered into a transfer agent agreement
with Fidelity Investments Institutional Operations Company, Inc.
(FIIOC), an affiliate of FMR. Under the terms of the agreement, FIIOC
performs transfer agency, dividend disbursing, and shareholder
services for each class of the fund.

For providing transfer agency services, FIIOC receives an account fee
and an asset-based fee each paid monthly with respect to each account
in the fund. For retail accounts and certain institutional accounts,
these fees are based on account size and fund type. For certain
institutional retirement accounts, these fees are based on fund type.
For certain other institutional retirement accounts, these fees are
based on account type and fund type. The account fees are subject to
increase based on postage rate changes.

FIIOC pays 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
existing shareholders, with the exception of proxy statements.

The fund has also entered into a service agent agreement with FSC, an
affiliate of FMR. Under the terms of the agreement, FSC calculates the
NAV and dividends for each class of the fund, maintains the fund's
portfolio and general accounting records, and administers the fund's
securities lending program.

For providing pricing and bookkeeping services, FSC receives a monthly
fee based on the fund's average daily net assets throughout the month.

The annual rates for pricing and bookkeeping services for the fund are
0.0500% of the first $500 million of average net assets, 0.0200% of
average net assets between $500 million and $3 billion, 0.0021% of
average net assets between $3 billion and $25 billion, and 0.00075% of
average net assets in excess of $25 billion. The fee, not including
reimbursement for out-of-pocket expenses, is limited to a minimum of
$60,000 per year.

For administering the fund's securities lending program, FSC is paid
based on the number and duration of individual securities loans.

DESCRIPTION OF THE TRUST

TRUST ORGANIZATION. Fidelity Advisor Floating Rate High Income is a
fund of Fidelity Advisor Series II, an open-end management investment
company organized as a Massachusetts business trust on April 23, 1986.
Currently, there are eight funds in the trust: Advisor High Yield,
Advisor High Income, Advisor Government Investment, Advisor Mortgage
Securities, Advisor Intermediate Bond, Advisor Short Fixed-Income,
Advisor Municipal Income, and Advisor Floating Rate High Income. The
Trustees are permitted to create additional funds in the trust and to
create additional classes of the fund.

The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets
of each fund in the trust shall be charged with the liabilities and
expenses attributable to such fund, except that liabilities and
expenses may be allocated to a particular class. Any general expenses
of the trust shall be allocated between or among any one or more of
the funds or classes.

SHAREHOLDER LIABILITY. The trust is an entity commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
of such a trust may, under certain circumstances, be held personally
liable for the obligations of the trust.

The Declaration of Trust contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations, and expenses of the
trust or fund. The Declaration of Trust provides that the trust shall
not have any claim against shareholders except for the payment of the
purchase price of shares and requires that each agreement, obligation,
or instrument entered into or executed by the trust or the Trustees
relating to the trust or to a fund shall include a provision limiting
the obligations created thereby to the trust or to one or more funds
and its or their assets. The Declaration of Trust further provides
that shareholders of a fund shall not have a claim on or right to any
assets belonging to any other fund.

The Declaration of Trust provides for indemnification out of each
fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund solely by reason of
his or her being or having been a shareholder and not because of his
or her acts or omissions or for some other reason. The Declaration of
Trust also provides that each fund shall, upon request, assume the
defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which a fund
itself would be unable to meet its obligations. FMR believes that, in
view of the above, the risk of personal liability to shareholders is
remote. Claims asserted against one class of shares may subject
holders of another class of shares to certain liabilities.

VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you are entitled to one vote for each
dollar of net asset value you own. The voting rights of shareholders
can be changed only by a shareholder vote. Shares may be voted in the
aggregate, by fund, and by class.

The shares have no preemptive or, for Class A, Class T, Class C, and
Institutional Class shares, conversion rights. Shares are fully paid
and nonassessable, except as set forth under the heading "Shareholder
Liability" above.

The trust or a fund may be terminated upon the sale of its assets to,
or merger with, another open-end management investment company or
series thereof, or upon liquidation and distribution of its assets.
Generally, the merger of the trust or a fund with another operating
mutual fund or the sale of substantially all of the assets of the
trust or a fund to another operating mutual fund requires approval by
a vote of shareholders of the trust or the fund. The Trustees may,
however, reorganize or terminate the trust or a fund without prior
shareholder approval. In the event of the dissolution or liquidation
of the trust, shareholders of each of its funds are entitled to
receive the underlying assets of such fund available for distribution.
In the event of the dissolution or liquidation of a fund, shareholders
of that fund are entitled to receive the underlying assets of the fund
available for distribution.

CUSTODIANS. The Bank of New York, 110 Washington Street, New York,
New York , is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of the fund's assets and the
appointment of any subcustodian banks and clearing agencies. The
Chase Manhattan Bank, headquartered in New York , also may serve as
a special purpose custodian of certain assets in connection with
repurchase agreement transactions.

FMR, its officers and directors, its affiliated companies, Members
of the Advisory Board, and M embers of the Board of Trustees may,
from time to time, conduct transactions with various banks, including
banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal
and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.

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

APPENDIX

Fidelity, Fidelity Investments & (Pyramid) Design, Spartan,
Fi delity Advisor Funds , and Magellan are registered trademarks
of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) (1) Amended and Restated Declaration of Trust, dated December 16,
1999, is incorporated herein by reference to Exhibit a(1) of
Post-Effective Amendment No. 47.

(b) Bylaws of the Trust, as amended and dated May 19, 1994, are
incorporated herein by reference to Exhibit 2(a) of Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective Amendment
No. 87.

(d) (1) Management Contract between Fidelity Advisor Government
Investment Fund and Fidelity Management & Research Company,
dated June 1, 1998, is incorporated herein by reference to
Exhibit d(2) of Post-Effective Amendment No. 43.

(2) Management Contract between Fidelity Advisor High Yield Fund
and Fidelity Management & Research Company, dated June 1,
1998, is incorporated herein by reference to Exhibit d(3) of
Post-Effective Amendment No. 43.

(3) Management Contract between Fidelity Advisor Intermediate
Bond Fund and Fidelity Management & Research Company, dated
February 26, 1999, is incorporated herein by reference to
Exhibit d(3) of Post-Effective Amendment No. 44.

(4) Management Contract between Fidelity Advisor Intermediate
Municipal Income Fund and Fidelity Management & Research
Company, dated February 26, 1999, is incorporated herein by
reference to Exhibit d(4) of Post-Effective Amendment No. 44.

(5) Management Contract between Fidelity Advisor Mortgage
Securities Fund and Fidelity Management & Research Company,
dated February 26, 1999, is incorporated herein by reference
to Exhibit d(5) of Post-Effective Amendment No. 44.

(6) Management Contract between Fidelity Advisor Municipal Income
Fund and Fidelity Management & Research Company, dated
February 26, 1999, is incorporated herein by reference to
Exhibit d(6) of Post-Effective Amendment No. 44.

(7) Management Contract between Fidelity Advisor Short
Fixed-Income Fund and Fidelity Management & Research Company,
dated June 1, 1998, is incorporated herein by reference to
Exhibit d(8) of Post-Effective Amendment No. 43.

(8) Management Contract between Fidelity Advisor Strategic Income
Fund and Fidelity Management & Research Company, dated
October 31, 1997, is incorporated herein by reference to
Exhibit 5(n) of Post-Effective Amendment No. 40.

(9) Management Contract between Fidelity Advisor High Income Fund
and Fidelity Management & Research Company, dated July 15,
1999, is incorporated herein by reference to Exhibit d(29) of
Post-Effective Amendment No. 46.

(10) Form of Management Contract between Fidelity Advisor Floating
Rate High Income Fund and Fidelity Management & Research
Company, is incorporated herein by reference to Exhibit d(10)
of Post-Effective Amendment No. 49 (33 Act) and Amendment 51
(40 Act).

(11) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Government Investment
Fund, and Fidelity Investments Money Management, Inc., dated
January 1, 1999, is incorporated herein by reference to
Exhibit d(9) of Post-Effective Amendment No. 44.

(12) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor High Yield Fund, and
Fidelity Management & Research (U.K.) Inc., dated January 1,
1995, is incorporated herein by reference to Exhibit 5(k) of
Post-Effective Amendment No. 25.

(13) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor High Yield Fund, and
Fidelity Management & Research (Far East) Inc., dated January
1, 1995, is incorporated herein by reference to Exhibit 5(g)
of Post-Effective Amendment No. 25.

(14) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Intermediate Bond
Fund, and Fidelity Management & Research (U.K.) Inc., dated
February 26, 1999, is incorporated herein by reference to
Exhibit d(14) of Post-Effective Amendment No. 49 (33 Act) and
Amendment 51 (40 Act).

(15) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Intermediate Bond
Fund, and Fidelity Management & Research (Far East) Inc.,
dated February 26, 1999, is incorporated herein by reference
to Exhibit d(13) of Post-Effective Amendment No. 44.

(16) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Intermediate Bond
Fund, and Fidelity Investments Money Management, Inc., dated
February 26, 1999, is incorporated herein by reference to
Exhibit d(14) of Post-Effective Amendment No. 44.

(17) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Intermediate Municipal
Income Fund, and Fidelity Investments Money Management, Inc.,
dated February 26, 1999, is incorporated herein by reference
to Exhibit d(15) of Post-Effective Amendment No. 44.

(18) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Mortgage Securities
Fund, and Fidelity Management & Research (U.K.) Inc., dated
February 26, 1999, is incorporated herein by reference to
Exhibit d(16) of Post-Effective Amendment No. 44.

(19) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Mortgage Securities
Fund, and Fidelity Management & Research (Far East) Inc.,
dated February 26, 1999, is incorporated herein by reference
to Exhibit d(17) of Post-Effective Amendment No. 44.

(20) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Mortgage Securities
Fund, and Fidelity Investments Money Management, Inc., dated
February 26, 1999, is incorporated herein by reference to
Exhibit d(18) of Post-Effective Amendment No. 44.

(21) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Municipal Income Fund,
and Fidelity Investments Money Management, Inc., dated
February 26, 1999, is incorporated herein by reference to
Exhibit d(19) of Post-Effective Amendment No. 44.

(22) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Short Fixed-Income
Fund, and Fidelity Management & Research (U.K.) Inc., dated
January 1, 1995, is incorporated herein by reference to
Exhibit 5(m) of Post-Effective Amendment No. 25.

(23) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Short Fixed-Income
Fund, and Fidelity Management & Research (Far East) Inc.,
dated January 1, 1995, is incorporated herein by reference to
Exhibit 5(i) of Post-Effective Amendment No. 25.

(24) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Short Fixed-Income
Fund, and Fidelity Investments Money Management, Inc., dated
January 1, 1999, is incorporated herein by reference to
Exhibit d(22) of Post-Effective Amendment No. 44.

(25) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Strategic Income Fund,
and Fidelity Management & Research (U.K.) Inc., dated October
31, 1997, is incorporated herein by reference to Exhibit 5(o)
of Post-Effective Amendment No. 40.

(26) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Strategic Income Fund,
and Fidelity Management & Research (Far East) Inc., dated
October 31, 1997, is incorporated herein by reference to
Exhibit 5(p) of Post-Effective Amendment No. 40.

(27) Sub-advisory agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Strategic Income Fund,
and Fidelity International Investment Advisors, dated August
1, 1999, is incorporated herein by reference to Exhibit d(25)
of Post-Effective Amendment No. 46.

(28) Sub-advisory agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors, on behalf of Fidelity Advisor Strategic
Income Fund, dated October 31, 1997, is incorporated herein
by reference to Exhibit 5(r) of Post-Effective Amendment No.
41.

(29) Sub-advisory agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Strategic Income Fund,
and Fidelity Investments Japan Limited, dated August 1, 1999,
is incorporated herein by reference to Exhibit d(27) of
Post-Effective Amendment No. 46.

(30) Sub-advisory agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor Strategic Income Fund,
and Fidelity Investments Money Management, Inc., dated
January 1, 1999, is incorporated herein by reference to
Exhibit d(28) of Post-Effective Amendment No. 44.

(31) Sub-advisory agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor High Income Fund, and
Fidelity Management & Research (U.K.) Inc., dated July 15,
1999, is incorporated herein by reference to Exhibit d(30) of
Post-Effective Amendment No. 46.

(32) Sub-advisory agreement between Fidelity Management & Research
Company, on behalf of Fidelity Advisor High Income Fund, and
Fidelity Management & Research (Far East) Inc., dated July
15, 1999, is incorporated herein by reference to Exhibit
d(31) of Post-Effective Amendment No. 46.

(33) Form of Sub-advisory agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Floating Rate
High Income Fund, and Fidelity Management & Research (U.K.)
Inc., is incorporated herein by reference to Exhibit d(33) of
Post-Effective Amendment No. 49 (33 Act) and Amendment No. 51
(40 Act).

(34) Form of Sub-advisory agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Floating Rate
High Income Fund, and Fidelity Management & Research (Far
East) Inc., is incorporated herein by reference to Exhibit
d(34) of Post-Effective Amendment No. 49 (33 Act) and
Amendment No. 51 (40 Act).

(35) Research Agreement between Fidelity Management & Research
(Far East), Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor High Income Fund, dated January 1,
2000, is incorporated herein by reference to Exhibit d(32) of
Post-Effective Amendment No. 48 (33 Act) and Amendment No. 50
(40 Act).

(36) Research Agreement between Fidelity Management & Research
(Far East), Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor High Yield Fund, dated January 1,
2000, is incorporated herein by reference to Exhibit d(33) of
Post-Effective Amendment No. 48 (33 Act) and Amendment No. 50
(40 Act).

(37) Research Agreement between Fidelity Management & Research
(Far East), Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Intermediate Bond Fund, dated
January 1, 2000, is incorporated herein by reference to
Exhibit d(34) of Post-Effective Amendment No. 48 (33 Act) and
Amendment No. 50 (40 Act).

(38) Research Agreement between Fidelity Management & Research
(Far East), Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Mortgage Securities Fund, dated
January 1, 2000, is incorporated herein by reference to
Exhibit d(35) of Post-Effective Amendment No. 48 (33 Act) and
Amendment No. 50 (40 Act).

(39) Research Agreement between Fidelity Management & Research
(Far East), Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Short Fixed-Income Fund, dated
January 1, 2000, is incorporated herein by reference to
Exhibit d(36) of Post-Effective Amendment No. 48 (33 Act) and
Amendment No. 50 (40 Act).

(40) Research Agreement between Fidelity Management & Research
(Far East), Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Strategic Income Fund, dated
January 1, 2000, is incorporated herein by reference to
Exhibit d(37) of Post-Effective Amendment No. 48 (33 Act) and
Amendment No. 50 (40 Act).

(41) Form of Research Agreement between Fidelity Management &
Research (Far East), Inc. and Fidelity Investments Japan
Limited on behalf of Fidelity Advisor Floating Rate High
Income Fund, is incorporated herein by reference to Exhibit
d(41) of Post-Effective Amendment No. 49 (33 Act) and
Amendment No. 51 (40 Act).

(42) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor High Income
Fund, and FMR Co., Inc., is incorporated herein by reference
to Exhibit d(38) of Post-Effective Amendment No. 48 (33 Act)
and Amendment No. 50 (40 Act).

(43) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor High Yield
Fund, and FMR Co., Inc., is incorporated herein by reference
to Exhibit d(39) of Post-Effective Amendment No. 48 (33 Act)
and Amendment No. 50 (40 Act).

(44) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Strategic
Income Fund, and FMR Co., Inc., is incorporated herein by
reference to Exhibit d(40) of Post-Effective Amendment No. 48
(33 Act) and Amendment No. 50 (40 Act).

(45) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Floating Rate
High Income Fund, and FMR Co., Inc., is incorporated herein
by reference to Exhibit d(45) of Post-Effective Amendment No.
49 (33 Act) and Amendment No. 51 (40 Act).

(e) (1) General Distribution Agreement between Plymouth Government
Securities Portfolio (currently known as Fidelity Advisor
Government Investment Fund) and Fidelity Distributors
Corporation, dated April 1, 1987, is incorporated herein by
reference to Exhibit 6(a) of Post-Effective Amendment No. 27.

(2) General Distribution Agreement between Plymouth Aggressive
Income Portfolio (currently known as Fidelity Advisor High
Yield Fund) and Fidelity Distributors Corporation, dated
April 1, 1987, is incorporated herein by reference to Exhibit
6(b) of Post-Effective Amendment No. 27.

(3) General Distribution Agreement between Plymouth Short-Term
Bond Portfolio (currently known as Fidelity Advisor Short
Fixed-Income Fund) and Fidelity Distributors Corporation,
dated September 1, 1987, is incorporated herein by reference
to Exhibit 6(d) of Post-Effective Amendment No. 27.

(4) Amendments to the General Distribution Agreements between
Plymouth Government Securities Portfolio (currently known as
Fidelity Advisor Government Investment Fund), Plymouth
Aggressive Income Portfolio (currently known as Fidelity
Advisor High Yield Fund), and Plymouth Short-Term Bond
Portfolio (currently known as Fidelity Advisor Short
Fixed-Income Fund), and Fidelity Distributors Corporation,
dated January 1, 1988, is incorporated herein by reference to
Exhibit 6(f) of Post-Effective Amendment No. 27.

(5) Amendments to the General Distribution Agreements, between
Fidelity Advisor Series II on behalf of Fidelity Advisor
Government Investment Fund, Fidelity Advisor High Yield Fund,
and Fidelity Advisor Short Fixed-Income Fund, and Fidelity
Distributors Corporation, dated March 14, 1996 and July 15,
1996, are incorporated herein by reference to Exhibit 6(a) of
Fidelity Court Street Trust's (File No. 2-58774)
Post-Effective Amendment No. 61.

(6) General Distribution Agreement between Fidelity Advisor
Intermediate Bond Fund and Fidelity Distributors Corporation,
dated February 26, 1999, is incorporated herein by reference
to Exhibit e(6) of Post-Effective Amendment No. 44.

(7) General Distribution Agreement between Fidelity Advisor
Intermediate Municipal Income Fund and Fidelity Distributors
Corporation, dated February 26, 1999, is incorporated herein
by reference to Exhibit e(7) of Post-Effective Amendment No.
44.

(8) General Distribution Agreement between Fidelity Advisor
Mortgage Securities Fund and Fidelity Distributors
Corporation, dated February 26, 1999, is incorporated herein
by reference to Exhibit e(8) of Post-Effective Amendment No.
44.

(9) General Distribution Agreement between Fidelity Advisor
Municipal Income Fund and Fidelity Distributors Corporation,
dated February 26, 1999, is incorporated herein by reference
to Exhibit e(9) of Post-Effective Amendment No. 44.

(10) General Distribution Agreement between Fidelity Advisor
Strategic Income Fund and Fidelity Distributors Corporation,
dated October 31, 1997, is incorporated herein by reference
to Exhibit 6(i) of Post-Effective Amendment No. 41.

(11) General Distribution Agreement between Fidelity Advisor High
Income Fund and Fidelity Distributors Corporation, dated July
15, 1999, is incorporated herein by reference to Exhibit
e(11) of Post-Effective Amendment No. 46.

(12) Form of General Distribution Agreement between Fidelity
Advisor Floating Rate High Income Fund and Fidelity
Distributors Corporation, is incorporated herein by reference
to Exhibit e(12) of Post-Effective Amendment No. 49 (33 Act)
and Amendment No. 51 (40 Act).

(13) Form of Bank Agency Agreement (most recently revised January,
1997) is incorporated herein by reference to Exhibit 6(h) of
Post-Effective Amendment No. 42.

(14) Form of Selling Dealer Agreement (most recently revised
January, 1997) is incorporated herein by reference to Exhibit
6(i) of Post-Effective Amendment No. 42.

(15) Form of Selling Dealer Agreement for Bank-Related
Transactions (most recently revised January, 1997) is
incorporated herein by reference to Exhibit 6(j) of
Post-Effective Amendment No. 42.

(f) (1) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 15,
1995 and amended through January 1, 2000, is incorporated
herein by reference to Exhibit (f)(1) of Fidelity
Massachusetts Municipal Trust's (File No. 2-75537)
Post-Effective Amendment No. 39.

(g) (1) Custodian Agreement and Appendix C, dated December 1, 1994,
between The Bank of New York and Fidelity Advisor Series II
on behalf of Fidelity Advisor Government Investment Fund,
Fidelity Advisor High Yield Fund, Fidelity Advisor
Intermediate Bond Fund, Fidelity Advisor Mortgage Securities
Fund, Fidelity Advisor Short Fixed-Income Fund, and Fidelity
Advisor Strategic Income Fund are incorporated herein by
reference to Exhibit 8(a) of Fidelity Hereford Street Trust's
(File No. 33-52577) Post-Effective Amendment No. 4.

(2) Appendix A, dated October 18, 1999, to the Custodian
Agreement, dated December 1, 1994, between The Bank of New
York and Fidelity Advisor Series II on behalf of Fidelity
Advisor Government Investment Fund, Fidelity Advisor High
Yield Fund, Fidelity Advisor Intermediate Bond Fund, Fidelity
Advisor Mortgage Securities Fund, Fidelity Advisor Short
Fixed-Income Fund, and Fidelity Advisor Strategic Income Fund
is incorporated herein by reference to Exhibit g(2) of
Fidelity Summer Street Trust's (File No. 2-58542)
Post-Effective Amendment No. 58.

(3) Appendix B, dated March 16, 2000, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and
Fidelity Advisor Series II on behalf of Fidelity Advisor
Government Investment Fund, Fidelity Advisor High Yield Fund,
Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor
Mortgage Securities Fund, Fidelity Advisor Short Fixed-Income
Fund, and Fidelity Advisor Strategic Income Fund is
incorporated herein by reference to Exhibit g(3) of Fidelity
Summer Street Trust's (File No. 2-58542) Post-Effective
Amendment No. 58.

(4) Addendum, dated October 21, 1996, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and
Fidelity Advisor Series II on behalf of Fidelity Advisor
Government Investment Fund, Fidelity Advisor High Yield Fund,
Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor
Mortgage Securities Fund, Fidelity Advisor Short Fixed-Income
Fund, and Fidelity Advisor Strategic Income Fund is
incorporated herein by reference to Exhibit g(4) of Fidelity
Hereford Street Trust's (File No. 33-52577) Post-Effective
Amendment No. 12.

(5) Amendment, dated July 14, 1999, to the Fee Schedule to the
Custodian Agreement, dated December 1, 1994, between The Bank
of New York and Fidelity Advisor Series II on behalf of
Fidelity Advisor Government Investment Fund, Fidelity Advisor
High Yield Fund, Fidelity Advisor Intermediate Bond Fund,
Fidelity Advisor Mortgage Securities Fund, Fidelity Advisor
Short Fixed-Income Fund, and Fidelity Advisor Strategic
Income Fund is incorporated herein by reference to Exhibit
g(5) of Fidelity Summer Street Trust's (File No. 2-58542)
Post-Effective Amendment No. 58.

(6) Form of Custodian Agreement, Appendix B, and Appendix C
between The Bank of New York and Fidelity Advisor Series II
on behalf of Fidelity Advisor High Income Fund is
incorporated herein by reference to Exhibit g(7) of
Post-Effective Amendment No. 43.

(7) Form of Addendum, to the Custodian Agreement, between The
Bank of New York and Fidelity Advisor Series II on behalf of
Fidelity Advisor High Income Fund is incorporated herein by
reference to Exhibit g(6) of Post-Effective Amendment No. 46.

(8) Form of Custodian Agreement, Appendix B, and Appendix C
between The Bank of New York and Fidelity Advisor Series II
on behalf of Fidelity Advisor Floating Rate High Income Fund
is incorporated herein by reference to Exhibit g(8) of
Post-Effective Amendment No. 49 (33 Act) and Amendment No. 51
(40 Act).

(9) Form of Addendum, to the Custodian Agreement, between The
Bank of New York and Fidelity Advisor Series II on behalf of
Fidelity Advisor Floating Rate High Income Fund is
incorporated herein by reference to Exhibit g(9) of
Post-Effective Amendment No. 49 (33 Act) and Amendment No. 51
(40 Act).

(10) Form of Amendment to the Fee Schedule to the Custodian
Agreement between The Bank of New York and Fidelity Advisor
Series II on behalf of Fidelity Advisor Floating Rate High
Income Fund is incorporated herein by reference to Exhibit
g(10) of Post-Effective Amendment No. 49 (33 Act) and
Amendment No. 51 (40 Act).

(11) Custodian Agreement, Appendix A, Appendix B, and Appendix C,
dated May 1, 1998, between Citibank, N.A. and Fidelity
Advisor Series II on behalf of Fidelity Advisor Intermediate
Municipal Income Fund and Fidelity Advisor Municipal Income
Fund are incorporated herein by reference to Exhibit g(5) of
Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 102.

(12) Fidelity Group Repo Custodian Agreement among The Bank of New
York, J. P. Morgan Securities, Inc., and Fidelity Advisor
Series II on behalf of Fidelity Advisor Government Investment
Fund, Fidelity Advisor High Yield Fund, Fidelity Advisor
Short Fixed-Income Fund, Fidelity Advisor High Income Fund,
Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor
Mortgage Securities Fund, and Fidelity Advisor Strategic
Income Fund, dated February 12, 1996, is incorporated herein
by reference to Exhibit 8(d) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.

(13) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and Fidelity Advisor Series II
on behalf of Fidelity Advisor Government Investment Fund,
Fidelity Advisor High Yield Fund, Fidelity Advisor Short
Fixed-Income Fund, Fidelity Advisor High Income Fund,
Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor
Mortgage Securities Fund, and Fidelity Advisor Strategic
Income Fund, dated February 12, 1996, is incorporated herein
by reference to Exhibit 8(e) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.

(14) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and Fidelity Advisor Series
II on behalf of Fidelity Advisor Government Investment Fund,
Fidelity Advisor High Yield Fund, Fidelity Advisor Short
Fixed-Income Fund, Fidelity Advisor High Income Fund,
Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor
Mortgage Securities Fund, and Fidelity Advisor Strategic
Income Fund, dated November 13, 1995, is incorporated herein
by reference to Exhibit 8(f) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.

(15) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between Chemical Bank and Fidelity Advisor Series II on
behalf of Fidelity Advisor Government Investment Fund,
Fidelity Advisor High Yield Fund, Fidelity Advisor Short
Fixed-Income Fund, Fidelity Advisor High Income Fund,
Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor
Mortgage Securities Fund, and Fidelity Advisor Strategic
Income Fund, dated November 13, 1995, is incorporated herein
by reference to Exhibit 8(g) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.

(16) Joint Trading Account Custody Agreement between The Bank of
New York and Fidelity Advisor Series II on behalf of Fidelity
Advisor Government Investment Fund, Fidelity Advisor High
Yield Fund, Fidelity Advisor Short Fixed-Income Fund,
Fidelity Advisor High Income Fund, Fidelity Advisor
Intermediate Bond Fund, Fidelity Advisor Mortgage Securities
Fund, and Fidelity Advisor Strategic Income Fund, dated May
11, 1995, is incorporated herein by reference to Exhibit 8(h)
of Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.

(17) First Amendment to Joint Trading Account Custody Agreement
between The Bank of New York and Fidelity Advisor Series II
on behalf of Fidelity Advisor Government Investment Fund,
Fidelity Advisor High Yield Fund, Fidelity Advisor Short
Fixed-Income Fund, Fidelity Advisor High Income Fund,
Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor
Mortgage Securities Fund, and Fidelity Advisor Strategic
Income Fund, dated July 14, 1995, is incorporated herein by
reference to Exhibit 8(i) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.

(18) Schedule A-1, dated March 29, 2000, to the Fidelity Group
Repo Custodian Agreements, Schedule 1s to the Fidelity Group
Repo Custodian Agreements, Joint Trading Account Custody
Agreement, and First Amendment to the Joint Trading Account
Custody Agreement, between the respective parties and
Fidelity Advisor Series II on behalf of Fidelity Advisor
Government Investment Fund, Fidelity Advisor High Yield Fund,
Fidelity Advisor Short Fixed-Income Fund, Fidelity Advisor
High Income Fund, Fidelity Advisor Intermediate Bond Fund,
Fidelity Advisor Mortgage Securities Fund, and Fidelity
Advisor Strategic Income Fund, is incorporated herein by
reference to Exhibit g(11) of Fidelity Magellan Fund's (File
No. 2-21461) Post-Effective Amendment No. 48.

(19) Form of Fidelity Group Repo Custodian Agreement among The
Bank of New York, J.P. Morgan Securities, Inc., and Fidelity
Advisor Series II on behalf of Fidelity Advisor Floating Rate
High Income Fund is incorporated herein by reference to
Exhibit g(19) of Post-Effective Amendment No. 49 (33 Act) and
Amendment No. 51 (40 Act).

(20) Form of Schedule 1 to the Fidelity Group Repo Custodian
Agreement between The Bank of New York and Fidelity Advisor
Series II on behalf of Fidelity Advisor Floating Rate High
Income Fund is incorporated herein by reference to Exhibit
g(20) of Post-Effective Amendment No. 49 (33 Act) and
Amendment No. 51 (40 Act).

(21) Form of Fidelity Group Repo Custodian Agreement among
Chemical Bank, Greenwich Capital Markets, Inc., and Fidelity
Advisor Series II on behalf of Fidelity Advisor Floating Rate
High Income Fund is incorporated herein by reference to
Exhibit g(21) of Post-Effective Amendment No. 49 (33 Act) and
Amendment No. 51 (40 Act).

(22) Form of Schedule 1 to the Fidelity Group Repo Custodian
Agreement between Chemical Bank and Fidelity Advisor Series
II on behalf of Fidelity Advisor Floating Rate High Income
Fund is incorporated herein by reference to Exhibit g(22) of
Post-Effective Amendment No. 49 (33 Act) and Amendment No. 51
(40 Act).

(23) Form of Joint Trading Account Custody Agreement between The
Bank of New York and Fidelity Advisor Series II on behalf of
Fidelity Advisor Floating Rate High Income Fund is
incorporated herein by reference to Exhibit g(23) of
Post-Effective Amendment No. 49 (33 Act) and Amendment No. 51
(40 Act).

(24) Form of First Amendment to Joint Trading Account Custody
Agreement between The Bank of New York and Fidelity Advisor
Series II on behalf of Fidelity Advisor Floating Rate High
Income Fund is incorporated herein by reference to Exhibit
g(24) of Post-Effective Amendment No. 49 (33 Act) and
Amendment No. 51 (40 Act).

(h) Not applicable.

(i) Not applicable.

(j) Not applicable.

(k) Not applicable.

(l) Not applicable.

(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Government Investment Fund: Class A is
incorporated herein by reference to Exhibit m(1) of
Post-Effective Amendment No. 46.

(2) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Government Investment Fund: Class T
(formerly known as Class A) is incorporated herein by
reference to Exhibit m(2) of Post-Effective Amendment No. 46.

(3) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Government Investment Fund: Class B is
incorporated herein by reference to Exhibit m(3) of
Post-Effective Amendment No. 46.

(4) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Government Investment Fund: Class C is
incorporated herein by reference to Exhibit m(4) of
Post-Effective Amendment No. 46.

(5) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Government Investment Fund: Institutional
Class is incorporated herein by reference to Exhibit m(5) of
Post-Effective Amendment No. 46.

(6) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor High Yield Fund: Class A is incorporated
herein by reference to Exhibit m(6) of Post-Effective
Amendment No. 46.

(7) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor High Yield Fund: Class T (formerly known as
Class A) is incorporated herein by reference to Exhibit m(7)
of Post-Effective Amendment No. 46.

(8) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor High Yield Fund: Class B is incorporated
herein by reference to Exhibit m(8) of Post-Effective
Amendment No. 46.

(9) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor High Yield Fund: Class C is incorporated
herein by reference to Exhibit m(9) of Post-Effective
Amendment No. 46.

(10) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor High Yield Fund: Institutional Class is
incorporated herein by reference to Exhibit m(10) of
Post-Effective Amendment No. 46.

(11) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Intermediate Bond Fund: Class A is
incorporated herein by reference to Exhibit m(11) of
Post-Effective Amendment No. 46.

(12) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Intermediate Bond Fund: Class T is
incorporated herein by reference to Exhibit m(12) of
Post-Effective Amendment No. 46.

(13) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Intermediate Bond Fund: Class B is
incorporated herein by reference to Exhibit m(13) of
Post-Effective Amendment No. 46.

(14) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Intermediate Bond Fund: Class C is
incorporated herein by reference to Exhibit m(14) of
Post-Effective Amendment No. 46.

(15) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Intermediate Bond Fund: Institutional Class
is incorporated herein by reference to Exhibit m(15) of
Post-Effective Amendment No. 49 (33 Act) and Amendment No. 51
(40 Act).

(16) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Intermediate Municipal Income Fund: Class A
is incorporated herein by reference to Exhibit m(16) of
Post-Effective Amendment No. 46.

(17) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Intermediate Municipal Income Fund: Class T
is incorporated herein by reference to Exhibit m(17) of
Post-Effective Amendment No. 46.

(18) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Intermediate Municipal Income Fund: Class B
is incorporated herein by reference to Exhibit m(18) of
Post-Effective Amendment No. 46.

(19) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Intermediate Municipal Income Fund: Class C
is incorporated herein by reference to Exhibit m(19) of
Post-Effective Amendment No. 46.

(20) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Intermediate Municipal Income Fund:
Institutional Class is incorporated herein by reference to
Exhibit m(20) of Post-Effective Amendment No. 46.

(21) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Mortgage Securities Fund: Class A is
incorporated herein by reference to Exhibit m(21) of
Post-Effective Amendment No. 46.

(22) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Mortgage Securities Fund: Class T is
incorporated herein by reference to Exhibit m(22) of
Post-Effective Amendment No. 46.

(23) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Mortgage Securities Fund: Class B is
incorporated herein by reference to Exhibit m(23) of
Post-Effective Amendment No. 46.

(24) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Mortgage Securities Fund: Institutional
Class is incorporated herein by reference to Exhibit m(24) of
Post-Effective Amendment No. 46.

(25) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Mortgage Securities Fund: Initial Class is
incorporated herein by reference to Exhibit m(25) of
Post-Effective Amendment No. 46.

(26) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Municipal Income Fund: Class A is
incorporated herein by reference to Exhibit m(26) of
Post-Effective Amendment No. 46.

(27) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Municipal Income Fund: Class T is
incorporated herein by reference to Exhibit m(27) of
Post-Effective Amendment No. 46.

(28) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Municipal Income Fund: Class B is
incorporated herein by reference to Exhibit m(28) of
Post-Effective Amendment No. 46.

(29) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Municipal Income Fund: Class C is
incorporated herein by reference to Exhibit m(29) of
Post-Effective Amendment No. 46.

(30) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Municipal Income Fund: Institutional Class
is incorporated herein by reference to Exhibit m(30) of
Post-Effective Amendment No. 46.

(31) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Short Fixed-Income Fund: Class A is
incorporated herein by reference to Exhibit m(31) of
Post-Effective Amendment No. 46.

(32) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Short Fixed-Income Fund: Class T (formerly
known as Class A) is incorporated herein by reference to
Exhibit m(32) of Post-Effective Amendment No. 46.

(33) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Short Fixed-Income Fund: Class C is
incorporated herein by reference to Exhibit m(33) of
Post-Effective Amendment No. 46.

(34) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Short Fixed-Income Fund: Institutional Class
is incorporated herein by reference to Exhibit m(34) of
Post-Effective Amendment No. 46.

(35) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Strategic Income Fund: Class A is
incorporated herein by reference to Exhibit m(35) of
Post-Effective Amendment No. 46.

(36) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Strategic Income Fund: Class T is
incorporated herein by reference to Exhibit m(36) of
Post-Effective Amendment No. 46.

(37) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Strategic Income Fund: Class B is
incorporated herein by reference to Exhibit m(37) of
Post-Effective Amendment No. 46.

(38) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Strategic Income Fund: Class C is
incorporated herein by reference to Exhibit m(38) of
Post-Effective Amendment No. 46.

(39) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Strategic Income Fund: Institutional Class
is incorporated herein by reference to Exhibit m(39) of
Post-Effective Amendment No. 46.

(40) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor High Income Fund: Class A is incorporated
herein by reference to Exhibit m(40) of Post-Effective
Amendment No. 46.

(41) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor High Income Fund: Class T is incorporated
herein by reference to Exhibit m(41) of Post-Effective
Amendment No. 46.

(42) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor High Income Fund: Class B is incorporated
herein by reference to Exhibit m(42) of Post-Effective
Amendment No. 46.

(43) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor High Income Fund: Class C is incorporated
herein by reference to Exhibit m(43) of Post-Effective
Amendment No. 46.

(44) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor High Income Fund: Institutional Class is
incorporated herein by reference to Exhibit m(44) of
Post-Effective Amendment No. 46.

(45) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor Floating Rate High Income Fund: Class A
is filed herein as Exhibit m(45).

(46) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor Floating Rate High Income Fund: Class T
is filed herein as Exhibit m(46).

(47) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor Floating Rate High Income Fund: Class B
is incorporated herein by reference to Exhibit m(47) of
Post-Effective Amendment No. 49 (33 Act) and Amendment No. 51
(40 Act).

(48) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor Floating Rate High Income Fund: Class C
is incorporated herein by reference to Exhibit m(48) of
Post-Effective Amendment No. 49 (33 Act) and Amendment No. 51
(40 Act).

(49) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor Floating Rate High Income Fund:
Institutional Class is incorporated herein by reference to
Exhibit m(49) of Post-Effective Amendment No. 49 (33 Act) and
Amendment No. 51 (40 Act).

(n) (1) Multiple Class of Shares Plan pursuant to Rule 18f-3 on
behalf of Fidelity Advisor Government Investment Fund,
Fidelity Advisor High Income Fund, Fidelity Advisor High
Yield Fund, Fidelity Advisor Intermediate Bond Fund, Fidelity
Advisor Intermediate Municipal Income Fund, Fidelity Advisor
Municipal Income Fund, Fidelity Advisor Short Fixed-Income
Fund, and Fidelity Advisor Strategic Income Fund, dated March
19, 1998, is incorporated herein by reference to Exhibit o(1)
of Post-Effective Amendment No. 43.

(2) Schedule 1 to Multiple Class of Shares Plan pursuant to Rule
18f-3 on behalf of Fidelity Advisor Government Investment
Fund, Fidelity Advisor High Income Fund, Fidelity Advisor
High Yield Fund, Fidelity Advisor Intermediate Bond Fund,
Fidelity Advisor Intermediate Municipal Income Fund, Fidelity
Advisor Municipal Income Fund, Fidelity Advisor Short
Fixed-Income Fund, and Fidelity Advisor Strategic Income
Fund, dated August 30, 1999, is incorporated herein by
reference to Exhibit o(2) of Post-Effective Amendment No. 46.

(3) Multiple Class of Shares Plan pursuant to Rule 18f-3, dated
March 19, 1998, and Schedule 1 to Multiple Class of Shares
Plan pursuant to Rule 18f-3, dated February 26, 1999, on
behalf of Fidelity Advisor Mortgage Securities Fund is
incorporated herein by reference to Exhibit o(3) of
Post-Effective Amendment No. 46.

(4) Multiple Class of Shares Plan pursuant to Rule 18f-3 and
Schedule 1 to Multiple Class of Shares Plan pursuant to Rule
18f-3 on behalf of for Fidelity Advisor Floating Rate High
Income Fund is filed herein as Exhibit n(4).

(p) (1) Code of Ethics, dated January 1, 2000, adopted by each fund,
Fidelity Management & Research Company, Fidelity Investments
Money Management, Inc., FMR Co., Inc., Fidelity Management &
Research (U.K.) Inc., Fidelity Management & Research (Far
East) Inc., Fidelity Investments Japan Limited, Fidelity
International Investment Advisors, Fidelity International
Investment Advisors (U.K.) Limited, and Fidelity Distributors
Corporation pursuant to Rule 17j-1 is incorporated herein by
reference to Exhibit (p)(1) of Fidelity Commonwealth Trust's
(File No. 2-52322) Post-Effective Amendment No. 69.

Item 24. Trusts Controlled by or under Common Control with this Trust

The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management & Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity funds. Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.

Item 25. Indemnification

Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification
shall be provided to any past or present Trustee or officer. It states
that the Trust shall indemnify any present or past trustee or officer
to the fullest extent permitted by law against liability, and all
expenses reasonably incurred by him or her in connection with any
claim, action, suit or proceeding in which he or she is involved by
virtue of his or her service as a trustee or officer and against any
amount incurred in settlement thereof. Indemnification will not be
provided to a person adjudged by a court or other adjudicatory body to
be liable to the Trust or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of his
or her duties (collectively, "disabling conduct"), or not to have
acted in good faith in the reasonable belief that his or her action
was in the best interest of the Trust. In the event of a settlement,
no indemnification may be provided unless there has been a
determination, as specified in the Declaration of Trust, that the
officer or trustee did not engage in disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

Pursuant to the agreement by which Fidelity Service Company, Inc.
("FSC") is appointed transfer agent, the Trust agrees to indemnify and
hold FSC harmless against any losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting
from:

(1) any claim, demand, action or suit brought by any person other
than the Trust, including by a shareholder, which names FSC and/or the
Trust as a party and is not based on and does not result from FSC's
willful misfeasance, bad faith or negligence or reckless disregard of
duties, and arises out of or in connection with FSC's performance
under the Transfer Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent
contributed to by FSC's willful misfeasance, bad faith or negligence
or reckless disregard of its duties) which results from the negligence
of the Trust, or from FSC's acting upon any instruction(s) reasonably
believed by it to have been executed or communicated by any person
duly authorized by the Trust, or as a result of FSC's acting in
reliance upon advice reasonably believed by FSC to have been given by
counsel for the Trust, or as a result of FSC's acting in reliance upon
any instrument or stock certificate reasonably believed by it to have
been genuine and signed, countersigned or executed by the proper
person.

Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC harmless against any
losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:

(1) any claim, demand, action or suit brought by any person other
than the Registrant, including by a shareholder, which names FIIOC
and/or the Registrant as a party and is not based on and does not
result from FIIOC's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with
FIIOC's performance under the Transfer Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent
contributed to by FIIOC's willful misfeasance, bad faith or negligence
or reckless disregard of duties) which results from the negligence of
the Registrant, or from FIIOC's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of FIIOC's
acting in reliance upon advice reasonably believed by FIIOC to have
been given by counsel for the Registrant, or as a result of FIIOC's
acting in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.

Item 26. Business and Other Connections of Investment Advisers

(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
82 Devonshire Street, Boston, MA 02109

FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held,
during the past two fiscal years, the following positions of a
substantial nature.

Edward C. Johnson 3d Chairman of the Board and
Director of FMR; Chief
Executive Officer, Chairman
of the Board, and Director
of FMR Corp.; Chairman of
the Board and Director of
Fidelity Investments Money
Management, Inc. (FIMM),
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.), and Fidelity
Management & Research (Far
East) Inc. (FMR Far East);
Director of Fidelity
Management & Research Co.,
Inc. (FMRC); Chairman of the
Executive Committee of FMR;
Chairman and Representative
Director of Fidelity
Investments Japan Limited
(FIJ); President and Trustee
of funds advised by FMR.

Robert C. Pozen President and Director of
FMR; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FIMM, FMRC, FMR
U.K., and FMR Far East;
Director of Strategic
Advisers, Inc.; Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.

John Avery Vice President of FMR and of
funds advised by FMR.

Robert Bertelson Vice President of FMR and of
a fund advised by FMR.

John H. Carlson Vice President of FMR and of
funds advised by FMR.

Robert C. Chow Vice President of FMR and of
a fund advised by FMR.

Dwight D. Churchill Senior Vice President of FMR
and Vice President of Bond
Funds and Money Market Funds
advised by FMR; Senior Vice
President of FIMM and
President of Fidelity
Investments Fixed Income
Division.

Laura B. Cronin Vice President of FMR and
Treasurer of FMR, FIMM, FMR
U.K., FMRC and FMR Far East.

Barry Coffman Vice President of FMR and of
a fund advised by FMR.

Arieh Coll Vice President of FMR.

Catherine Collins Vice President of FMR.

Frederic G. Corneel Tax Counsel of FMR.

William Danoff Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Scott E. DeSano Vice President of FMR.

Penelope Dobkin Vice President of FMR and of
a fund advised by FMR.

Walter C. Donovan Vice President of FMR.

Bettina Doulton Senior Vice President of FMR
and of funds advised by FMR.

Stephen DuFour Vice President of FMR and of
a fund advised by FMR.

Maria F. Dwyer Vice President of FMR and
Deputy Treasurer of the
Fidelity funds.

Margaret L. Eagle Vice President of FMR.

William R. Ebsworth Vice President of FMR.

David Felman Vice President of FMR and of
funds advised by FMR.

Richard B. Fentin Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Karen Firestone Vice President of FMR and of
funds advised by FMR.

Michael B. Fox Assistant Treasurer of FMR,
FIMM, FMR U.K., and FMR Far
East; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FMR U.K.,
FMR Far East, and FIMM.

Gregory Fraser Vice President of FMR and of
funds advised by FMR.

Jay Freedman Assistant Clerk of FMR; Clerk
of FMR Corp., FMR U.K., FMR
Far East, FMRC, and
Strategic Advisers, Inc.;
Secretary of FIMM; Vice
President and Deputy General
Counsel of FMR Corp.

David L. Glancy Vice President of FMR and of
funds advised by FMR.

Barry A. Greenfield Vice President of FMR.

Boyce I. Greer Senior Vice President of FMR
and Vice President of Money
Market Funds and Bond Funds
advised by FMR; Vice
President of FIMM and
Executive Vice President of
Fidelity Investments Fixed
Income Division.

Bart A. Grenier Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Robert J. Haber Vice President of FMR.

Richard C. Habermann Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Fred L. Henning Jr. Senior Vice President of FMR.

Bruce T. Herring Vice President of FMR.

Robert F. Hill Vice President of FMR and
Director of Technical
Research.

Frederick Hoff Vice President of FMR.

Abigail P. Johnson Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.; Associate
Director and Senior Vice
President of Equity Funds
advised by FMR.

David B. Jones Vice President of FMR.

Steven Kaye Senior Vice President of FMR
and of a fund advised by FMR.

Francis V. Knox Vice President of FMR;
Compliance Officer of FMR
U.K. and FMR Far East.

Harris Leviton Vice President of FMR and of
a fund advised by FMR.

Bradford E. Lewis Vice President of FMR.

Peter S. Lynch Vice Chairman of the Board
and Director of FMR and FMRC.

Richard R. Mace Jr. Vice President of FMR and of
funds advised by FMR.

Shigeki Makino Vice President of FMR.

Charles A. Mangum Vice President of FMR and of
funds advised by FMR.

Kevin McCarey Vice President of FMR and of
funds advised by FMR.

James McDowell Senior Vice President of FMR.

Neal P. Miller Vice President of FMR and of
a fund advised by FMR.

Jacques Perold Vice President of FMR.

Stephen Petersen Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Alan Radlo Vice President of FMR.

Eric D. Roiter Vice President, General
Counsel, and Clerk of FMR
and Secretary of funds
advised by FMR.

Lee H. Sandwen Vice President of FMR.

Patricia A. Satterthwaite Vice President of FMR and of
funds advised by FMR.

Fergus Shiel Vice President of FMR and of
funds advised by FMR.

Richard A. Silver Vice President of FMR.

Carol A. Smith-Fachetti Vice President of FMR.

Steven J. Snider Vice President of FMR and of
funds advised by FMR.

Thomas T. Soviero Vice President of FMR and of
a fund advised by FMR.

Richard Spillane Senior Vice President of FMR;
Associate Director and
Senior Vice President of
Equity Funds advised by FMR;
Previously, Senior Vice
President and Director of
Operations and Compliance of
FMR U.K.

Thomas M. Sprague Vice President of FMR and of
funds advised by FMR.

Robert E. Stansky Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Scott D. Stewart Vice President of FMR.

Beth F. Terrana Senior Vice President of FMR.

Yoko Tilley Vice President of FMR.

Joel C. Tillinghast Vice President of FMR and of
a fund advised by FMR.

Robert Tuckett Vice President of FMR.

Jennifer Uhrig Vice President of FMR and of
funds advised by FMR.

George A. Vanderheiden Senior Vice President of FMR
and Director of FMR Corp.

Jason Weiner Vice President of FMR and of
a fund advised by FMR.

Steven S. Wymer Vice President of FMR and of
a fund advised by FMR.

(2) FMR CO., INC. (FMRC)
82 Devonshire Street, Boston, MA 02109

FMRC provides investment advisory services to Fidelity Management &
Research Company. The directors and officers of the Sub-Adviser have
held the following positions of a substantial nature during the past
two fiscal years.

Edward C. Johnson 3d Director of FMRC; Chairman of
the Board and Director of
FMR U.K., FMR, FMR Corp.,
FIMM, and FMR Far East;
President and Chief
Executive Officer of FMR
Corp.; Chairman of the
Executive Committee of FMR;
Chairman and Representative
Director of Fidelity
Investments Japan Limited
(FIJ); President and Trustee
of funds advised by FMR.

Robert C. Pozen President and Director of
FMRC, FIMM, FMR, FMR U.K.,
and FMR Far East; Senior
Vice President and Trustee
of funds advised by FMR;
Director of Strategic
Advisers, Inc.; Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.

Brian Clancy Vice President of FMRC.

Laura B. Cronin Treasurer of FMRC, FMR U.K.,
FMR Far East, FMR, and FIMM
and Vice President of FMR.

Jay Freedman Assistant Clerk of FMR; Clerk
of FMR Corp., FMR U.K., FMR
Far East, FMRC, and
Strategic Advisers, Inc.;
Secretary of FIMM; Vice
President and Deputy General
Counsel of FMR Corp.

Peter S. Lynch Vice Chairman of the Board
and Director of FMR and FMRC.

(3) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
25 Lovat Lane, London, EC3R 8LL, England

FMR U.K. provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company. The
directors and officers of the Sub-Adviser have held the following
positions of a substantial nature during the past two fiscal years.

Edward C. Johnson 3d Chairman of the Board and
Director of FMR U.K., FMR,
FMR Corp., FIMM, and FMR Far
East; Director of FMRC;
President and Chief
Executive Officer of FMR
Corp.; Chairman of the
Executive Committee of FMR;
Chairman and Representative
Director of Fidelity
Investments Japan Limited
(FIJ); President and Trustee
of funds advised by FMR.

Robert C. Pozen President and Director of FMR
U.K.; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FIMM, FMR, FMRC,
and FMR Far East; Director
of Strategic Advisers, Inc.;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.

Laura B. Cronin Treasurer of FMR U.K., FMR
Far East, FMR, FMRC, and
FIMM and Vice President of
FMR.

Michael B. Fox Assistant Treasurer of FMR
U.K., FMR, FMR Far East, and
FIMM; Vice President of FMR
U.K., FMR Far East, and
FIMM; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.

Simon Fraser Senior Vice President of FMR
U.K. and Director and
President of FIIA.

Jay Freedman Clerk of FMR U.K., FMR Far
East, FMR Corp., FMRC, and
Strategic Advisers, Inc.;
Assistant Clerk of FMR;
Secretary of FIMM; Vice
President and Deputy General
Counsel of FMR Corp.

Susan Englander Hislop Assistant Clerk of FMR U.K.,
FMR Far East, and Strategic
Advisers, Inc.; Assistant
Secretary of FIMM.

Francis V. Knox Compliance Officer of FMR
U.K. and FMR Far East; Vice
President of FMR.

(4) FIDELITY MANAGEMENT & RESEARCH (Far East) INC. (FMR Far East)
Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105,
Japan

FMR Far East provides investment advisory services to Fidelity
Management & Research Company and Fidelity Management Trust Company.
The directors and officers of the Sub-Adviser have held the following
positions of a substantial nature during the past two fiscal years.

Edward C. Johnson 3d Chairman of the Board and
Director of FMR Far East,
FMR, FMR Corp., FIMM, and
FMR U.K.; Director of FMRC;
Chairman of the Executive
Committee of FMR; President
and Chief Executive Officer
of FMR Corp.; Chairman and
Representative Director of
Fidelity Investments Japan
Limited (FIJ); President and
Trustee of funds advised by
FMR.

Robert C. Pozen President and Director of FMR
Far East; Senior Vice
President and Trustee of
funds advised by FMR;
President and Director of
FIMM, FMR U.K., FMRC, and
FMR; Director of Strategic
Advisers, Inc.; Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.

Robert H. Auld Senior Vice President of FMR
Far East.

Laura B. Cronin Treasurer of FMR Far East,
FMR U.K., FMR, FMRC, and
FIMM and Vice President of
FMR.

Michael B. Fox Assistant Treasurer of FMR
Far East, FMR, FMR U.K., and
FIMM; Vice President of FMR
Far East, FMR U.K. and FIMM;
Vice President and Treasurer
of FMR Corp., and Strategic
Advisers, Inc.

Jay Freedman Clerk of FMR Far East, FMR
U.K., FMR Corp., FMRC, and
Strategic Advisers, Inc.;
Assistant Clerk of FMR;
Secretary of FIMM; Vice
President and Deputy General
Counsel of FMR Corp.

Susan Englander Hislop Assistant Clerk of FMR Far
East, FMR U.K., and
Strategic Advisers, Inc.;
Assistant Secretary of FIMM.

Francis V. Knox Compliance Officer of FMR Far
East and FMR U.K.; Vice
President of FMR.

Billy Wilder Vice President of FMR Far
East; President and
Representative Director of
FIJ.

(5) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)
1 Spartan Way, Merrimack, NH 03054

FIMM provides investment advisory services to Fidelity Management &
Research Company. The directors and officers of the Sub-Adviser have
held the following positions of a substantial nature during the past
two fiscal years.

Edward C. Johnson 3d Chairman of the Board and
Director of FIMM, FMR, FMR
Corp., FMR Far East, and FMR
U.K.; Director of FMRC;
Chairman of the Executive
Committee of FMR; President
and Chief Executive Officer
of FMR Corp.; Chairman and
Representative Director of
Fidelity Investments Japan
Limited (FIJ); President and
Trustee of funds advised by
FMR.

Robert C. Pozen President and Director of
FIMM; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FMR, FMR U.K.,
FMRC, and FMR Far East;
Director of Strategic
Advisers, Inc.; Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.

Dwight D. Churchill Senior Vice President of
FIMM; President of Fidelity
Investments Fixed Income
Division; Senior Vice
President of FMR and Vice
President of Bond Funds and
Money Market Funds advised
by FMR.

Laura B. Cronin Treasurer of FIMM, FMR Far
East, FMR U.K., FMRC, and
FMR and Vice President of FMR.

Anthony M. DuBon Vice President of Fidelity
Investments Fixed Income
Division.

Robert Duby Vice President of Fidelity
Investments Fixed Income
Division and of funds
advised by FMR.

Dorothy T. Egan Vice President of Fidelity
Investments Fixed Income
Division.

George A. Fischer Vice President of Fidelity
Investments Fixed Income
Division and of funds
advised by FMR.

Michael B. Fox Assistant Treasurer of FIMM,
FMR U.K., FMR Far East, and
FMR; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FIMM, FMR
U.K., and FMR Far East.

Jay Freedman Secretary of FIMM; Clerk of
FMR U.K., FMR Far East, FMR
Corp., FMRC, and Strategic
Advisers, Inc.; Assistant
Clerk of FMR; Vice President
and Deputy General Counsel
of FMR Corp.

Kevin E. Grant Vice President of Fidelity
Investments Fixed Income
Division and of funds
advised by FMR.

Boyce I. Greer Vice President of FIMM;
Executive Vice President of
Fidelity Investments Fixed
Income Division; Senior Vice
President of FMR and Vice
President of Money Market
Funds and Bond Funds advised
by FMR.

Stanley N. Griffith Assistant Secretary of FIMM,
Vice President of Fidelity
Investments Fixed Income
Division.

Susan Englander Hislop Assistant Secretary of FIMM;
Assistant Clerk of FMR U.K.,
FMR Far East, and Strategic
Advisers, Inc.

Susan L. Johnson Vice President of Fidelity
Investments Fixed Income
Division.

Robert A. Litterst Vice President of Fidelity
Investments Fixed Income
Division and of funds
advised by FMR.

Michael J. Marchese Vice President of Fidelity
Investments Fixed Income
Division.

Diane M. McLaughlin Vice President of Fidelity
Investments Fixed Income
Division and of funds
advised by FMR.

Charles S. Morrison Vice President of Fidelity
Investments Fixed Income
Division and of funds
advised by FMR.

David L. Murphy Vice President of FIMM;
Senior Vice President of
Fidelity Investments Fixed
Income Division; and Vice
President of Taxable Bond
Funds.

Cynthia C. Strauss Vice President of Fidelity
Investments Fixed Income
Division.

John J. Todd Vice President of Fidelity
Investments Fixed Income
Division and of funds
advised by FMR.

Jennifer Toolin McAuliffe Vice President of Fidelity
Investments Fixed Income
Division.

(6) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (FIIA)
Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda

The directors and officers of FIIA have held, during the past two
fiscal years, the following positions of a substantial nature.

Anthony J. Bolton Director of FIIA, Fidelity
International Investment
Advisors (U.K.) Limited
(FIIA(U.K.)L), Fidelity
Investment Management
Limited (FIML (U.K.)),
Fidelity Investment Services
Limited (FISL (U.K.)), and
Fidelity Investments
International (FII).

Keith Ferguson Director of FIIA.

Richard Ford Director and Vice President
of FIIA.

Simon Fraser Director and President of
FIIA and Senior Vice
President of FMR U.K.

Simon Haslam Director and Chief Financial
Officer of FIIA, FISL
(U.K.), and FII; Director
and Secretary of
FIIA(U.K.)L; Previously,
Chief Financial Officer of
FIL; Company Secretary of
Fidelity Investments Group
of Companies (U.K.);
Director of FIJ.

Matthew Heath Secretary of FIIA.

Richard Horlick Director of FIIA.

K.C. Lee Director of FIIA and Fidelity
Investments Management (Hong
Kong) Limited.

Frank Mutch Director of FIIA.

Peter Phillips Director of FIIA and Fidelity
Investments Management (Hong
Kong) Limited.

Terrence V. Richards Assistant Secretary of FIIA.

David J. Saul Director of FIIA; Previously,
President of FIIA, Director
of Fidelity International
Limited, and numerous
companies and funds in the
FIL group.

Rosalie Sheppard Assistant Secretary of FIIA.

(7) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
(FIIA(U.K.)L)
26 Lovat Lane, London, EC3R 8LL, England

The directors and officers of FIIA(U.K.)L have held, during the past
two fiscal years, the following positions of a substantial nature.

Anthony J. Bolton Director of FIIA(U.K.)L,
Fidelity International
Investment Advisors (FIIA),
Fidelity Investment
Management Limited (FIML
(U.K.)), Fidelity Investment
Services Limited (FISL
(U.K.)), and Fidelity
Investments International
(FII).

Pamela Edwards Director of FIIA(U.K.)L, FISL
(U.K.), and FII; Previously,
Director of Legal Services
for Europe.

Simon Haslam Director and Secretary of
FIIA(U.K.)L; Director and
Chief Financial Officer of
FIIA, FISL (U.K.), and FII;
Previously, Chief Financial
Officer of FIL, Company
Secretary of Fidelity
Investments Group of
Companies (U.K.); Director
of FIJ.

Sally Hinchliffe Assistant Secretary of
FIIA(U.K.)L.

Sally Walden Director of FIIA(U.K.)L and
FISL (U.K.).

(8) FIDELITY INVESTMENTS JAPAN LIMITED (FIJ)
1-8-8 Shinkawa, Chuo-ku, Tokyo 104-0033, Japan

The directors and officers of FIJ have held, during the past two
fiscal years, the following positions of a substantial nature.

Edward C. Johnson 3d Chairman and Representative
Director of FIJ; Chairman of
the Board and Director of
FMR Far East, FMR, FMR
Corp., FMR U.K., and FIMM;
Director of FMRC; Chairman
of the Executive Committee
of FMR; President and Chief
Executive Officer of FMR
Corp.; President and Trustee
of funds advised by FMR.

Simon Haslam Director of FIJ; Director and
Chief Financial Officer of
FIIA, FISL (U.K.), and FII;
Director and Secretary of
FIIA(U.K.)L; Previously,
Chief Financial Officer of
FIL; Company Secretary of
Fidelity Investments Group
of Companies (U.K.).

Noboru Kawai Director and General Manager
of Administration of FIJ.

Yasuo Kuramoto Vice Chairman and
Representative Director of
FIJ.

Tetsuzo Nishimura Director and Vice President
of Wholesales/ Broker
Distribution of FIJ.

Takeshi Okazaki Director and Head of
Institutional Sales of FIJ.

Billy Wilder President and Representative
Director of FIJ; Vice
President of FMR Far East.

Hiroshi Yamashita Senior Managing Director of
FIJ.

Item 27. Principal Underwriters

(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.

(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* with Underwriter with Fund

Edward L. McCartney Director and President None

J. Gary Burkhead Director None

Paul J. Gallagher Director None

Kevin J. Kelly Director None

Daniel T. Geraci Executive Vice President None

Eric D. Roiter Vice President and Clerk Secretary

Jane Greene Treasurer and Controller None

Gary Greenstein Assistant Treasurer None

Jay Freedman Assistant Clerk None

Linda Capps Holland Compliance Officer None

* 82 Devonshire Street, Boston, MA

Item 28. Location of Accounts and Records

All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
respective custodians, The Bank of New York, 110 Washington Street,
New York, NY, or Citibank, N.A., 111 Wall Street, New York, NY.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

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. 50 and 52 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and Commonwealth of
Massachusetts, on the 20th day of July 2000.

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)

/s/Edward C. Johnson 3d President and Trustee July 20, 2000
(dagger)

Edward C. Johnson 3d (Principal Executive Officer)

/s/Robert A. Dwight Treasurer July 20, 2000

Robert A. Dwight

/s/Robert C. Pozen Trustee July 20, 2000

Robert C. Pozen

/s/Ralph F. Cox Trustee July 20, 2000
*

Ralph F. Cox

/s/Phyllis Burke Davis Trustee July 20, 2000
*

Phyllis Burke Davis

/s/Robert M. Gates Trustee July 20, 2000
*

Robert M. Gates

/s/Donald J. Kirk Trustee July 20, 2000
*

Donald J. Kirk

/s/Ned C. Lautenbach Trustee July 20, 2000
*

Ned C. Lautenbach

/s/Peter S. Lynch Trustee July 20, 2000
*

Peter S. Lynch

/s/Marvin L. Mann Trustee July 20, 2000
*

Marvin L. Mann

/s/William O. McCoy Trustee July 20, 2000
*

William O. McCoy

/s/Gerald C. McDonough Trustee July 20, 2000
*

Gerald C. McDonough

/s/Thomas R. Williams Trustee July 20, 2000
*

Thomas R. Williams

(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.

* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 16, 1999 and filed herewith.

POWER OF ATTORNEY

I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:

Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash
Fidelity Advisor Series III Portfolios
Fidelity Advisor Series IV Fidelity Institutional
Fidelity Advisor Series V Tax-Exempt Cash Portfolios
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts
Fidelity Beacon Street Trust Municipal Trust
Fidelity Boston Street Trust Fidelity Money Market Trust
Fidelity California Municipal Fidelity Mt. Vernon Street
Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust
Fidelity Commonwealth Trust Fidelity New York Municipal
Fidelity Concord Street Trust Trust II
Fidelity Congress Street Fund Fidelity Phillips Street Trust
Fidelity Contrafund Fidelity Puritan Trust
Fidelity Corporate Trust Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Daily Money Fund Fidelity Sterling Performance
Fidelity Destiny Portfolios Portfolio, L.P.
Fidelity Deutsche Mark Fidelity Summer Street Trust
Performance Fidelity Trend Fund
Portfolio, L.P. Fidelity U.S.
Fidelity Devonshire Trust Investments-Bond Fund, L.P.
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Government
Fidelity Fixed-Income Trust Securities
Fidelity Government Fund, L.P.
Securities Fund Fidelity Union Street Trust
Fidelity Hastings Street Trust Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
Variable Insurance Products
Fund III

in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof. This power of attorney is effective for all documents
filed on or after August 1, 1997.

WITNESS my hand on the date set forth below.

/s/Edward C. Johnson 3d July 17, 1997

Edward C. Johnson 3d

POWER OF ATTORNEY

We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:

Colchester Street Trust Fidelity Hastings Street Trust
Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional
Fidelity Advisor Series III Tax-Exempt Cash Portfolios
Fidelity Advisor Series IV Fidelity Investment Trust
Fidelity Advisor Series V Fidelity Magellan Fund
Fidelity Advisor Series VI Fidelity Massachusetts
Fidelity Advisor Series VII Municipal Trust
Fidelity Advisor Series VIII Fidelity Money Market Trust
Fidelity Beacon Street Trust Fidelity Mt. Vernon Street
Fidelity Boston Street Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust Fidelity Municipal Trust II
Fidelity California Municipal Fidelity New York Municipal
Trust II Trust
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust II
Fidelity Commonwealth Trust Fidelity Oxford Street Trust
Fidelity Concord Street Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Destiny Portfolios Fidelity Summer Street Trust
Fidelity Devonshire Trust Fidelity Trend Fund
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Bond Fund, L.P.
Fidelity Fixed-Income Trust Fidelity U.S.
Fidelity Government Investments-Government
Securities Fund Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 2000.

WITNESS our hands on this sixteenth day of December, 1999.

/s/Edward C. Johnson 3d /s/Peter S. Lynch

Edward C. Johnson 3d Peter S. Lynch

/s/Ralph F. Cox /s/William O. McCoy

Ralph F. Cox William O. McCoy

/s/Phyllis Burke Davis /s/Gerald C. McDonough

Phyllis Burke Davis Gerald C. McDonough

/s/Ned C. Lautenbach /s/Marvin L. Mann

Ned C. Lautenbach Marvin L. Mann

/s/Donald J. Kirk /s/Thomas R. Williams

Donald J. Kirk Thomas R. Williams

/s/Robert C. Pozen /s/Robert M. Gates

Robert C. Pozen Robert M. Gates

POWER OF ATTORNEY

I, the undersigned Secretary of the investment companies for which
Fidelity Management & Research Company or an affiliate acts as
investment adviser (collectively, the "Funds"), hereby severally
constitute and appoint Arthur J. Brown, Arthur C. Delibert, Stephanie
A. Djinis, Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips,
and Dana L. Platt, each of them singly, my true and lawful
attorneys-in-fact, with full power of substitution, and with full
power to each of them, to sign for me and in my name in the
appropriate capacity, any and all representations with respect to the
consistency of foreign language translation prospectuses with the
original prospectuses filed in connection with the Post-Effective
Amendments for the Funds as said attorneys-in-fact deem necessary or
appropriate to comply with the provisions of the Securities Act of
1933 and the Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission. I hereby
ratify and confirm all that said attorneys-in-fact, or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 1998.

WITNESS my hand on this twenty-ninth day of December, 1997.

/s/Eric Roiter
Eric Roiter