Fidelity Advisor Series IV – ‘DEFS14A’ for 10/7/98

As of:  Monday, 8/10/98   ·   For:  10/7/98   ·   Accession #:  719451-98-52   ·   File #:  811-03737

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Solicitation Material -- Special     90±   397K 
                          Meeting                                                


SCHEDULE 14A INFORMATION                                                        

PROXY STATEMENT PURSUANT TO SECTION 14(a)                                       
OF THE SECURITIES EXCHANGE ACT OF 1934                                          
 FILED BY THE REGISTRANT                     [X]

  FILED BY A PARTY OTHER THAN THE REGISTRANT  [  ]

Check the appropriate box:                                                      

                                                        [Enlarge/Download Table]

                                                                                     
[  ]  PRELIMINARY PROXY STATEMENT                                                    

[  ]  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

[X]   DEFINITIVE PROXY STATEMENT                                                     

[  ]  DEFINITIVE ADDITIONAL MATERIALS                                                

[  ]  SOLICITING MATERIAL PURSUANT TO SEC. 240.14A-11(C) OR SEC. 240.14A-12          


NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:                       
FIDELITY ADVISOR SERIES IV                                          
NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN               
THE REGISTRANT:                                                       

Payment of Filing Fee (Check the appropriate box):                              
[X]   NO FEE REQUIRED.                                                          

[  ]  FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11.  

(1)  TITLE OF EACH CLASS OF SECURITIES TO WHICH             

TRANSACTION APPLIES:                              

(2)  AGGREGATE NUMBER OF SECURITIES TO WHICH                

TRANSACTION APPLIES:                              

(3)  PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION

COMPUTED PURSUANT TO EXCHANGE ACT RULE 0-11:      

(4)  PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:       

(5)  TOTAL FEE PAID:                                        

                                                        [Enlarge/Download Table]

                                                                                               
[  ]  FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.                                          

[  ]  CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE 0-11(A) (2)  

      AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID PREVIOUSLY.  IDENTIFY THE  

      PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF

      ITS FILING.                                                                              


(1)  AMOUNT PREVIOUSLY PAID:                                          

(2)  FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:                    

(3)  FILING PARTY:                                                    

(4)  DATE FILED:                                                      

Vote this proxy card TODAY!  Your prompt response will                          
save Fidelity Advisor Intermediate Bond Fund the expense of additional          
mailings.                                                                       
Return the proxy card in the enclosed envelope or mail to:                      
FIDELITY INVESTMENTS                                                            
Proxy Department                                                                
P.O. Box 9107                                                                   
Hingham, MA 02043-9848                                                          
PLEASE DETACH AT PERFORATION BEFORE MAILING.                                    
---------------------------------------------------------------------           
-------------------------                                                       
FIDELITY ADVISOR SERIES IV: FIDELITY ADVISOR INTERMEDIATE BOND FUND             
PROXY SOLICITED BY THE TRUSTEES                                                 
The undersigned, revoking previous proxies, hereby appoint(s) Edward            
C. Johnson 3d, Eric D. Roiter,  Donald J. Kirk, or any one or more of           
them, attorneys, with full power of substitution, to vote all shares            
of Fidelity Advisor Series IV: Fidelity Advisor Intermediate Bond Fund          
which the undersigned is entitled to vote at the Special Meeting of             
Shareholders of the fund to be held at the office of the trust at 82            
Devonshire St., Boston, MA 02109, on October 7, 1998 at 9:00 a.m. and           
at any adjournments thereof.  All powers may be exercised by a                  
majority of said proxy holders or substitutes voting or acting or, if           
only one votes and acts, then by that one.  This Proxy shall be voted           
on the proposals described in the Proxy Statement as specified on the           
reverse side.  Receipt of the Notice of the Meeting and the                     
accompanying Proxy Statement is hereby acknowledged.                            
NOTE: Please sign exactly as your name appears on this Proxy.  When             
signing in a fiduciary capacity, such as executor, administrator,               
trustee, attorney, guardian, etc., please so indicate.  Corporate and           
partnership proxies should be signed by an authorized person                    
indicating the person's title.                                                  
Date                                        _____________, 1998                 
_______________________________________                                         
_______________________________________                                         
Signature(s) (Title(s), if applicable)                              
PLEASE SIGN, DATE, AND RETURN                                               
PROMPTLY IN ENCLOSED ENVELOPE                                                   
cusip # 315809806/fund # 261   cusip # 315809202/fund # 287    cusip          
# 315809509/fund # 687   cusip # 315809889/fund # 524   cusip #                 
315809103/fund # 087                                                            

Please refer to the Proxy Statement discussion of each of these                 
matters.                                                                        
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE                   
PROPOSALS.                                                                      
As to any other matter, said attorneys shall vote in accordance with            
their best judgment.                                                            
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:              
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-------------------------                                                       

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1. TO ELECT THE TWELVE NOMINEES SPECIFIED BELOW AS    [  ] FOR ALL         [  ]          1. 
   TRUSTEES:  RALPH F. COX, PHYLLIS BURKE DAVIS,     NOMINEES LISTED       WITHHOLD         
   ROBERT M. GATES, EDWARD C. JOHNSON 3D, E.         (EXCEPT AS MARKED TO  AUTHORITY TO     
   BRADLEY JONES, DONALD J. KIRK, PETER S. LYNCH,    THE CONTRARY BELOW).  VOTE FOR ALL     
   WILLIAM O. MCCOY, GERALD C. MCDONOUGH, MARVIN                           NOMINEES.        
   L. MANN, ROBERT C. POZEN, AND THOMAS R.                                                  
   WILLIAMS.                                                                                

   (INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE FOR                                         
   ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF                                          
   THE NOMINEE(S) ON THE LINE BELOW.)                                                       


_____________________________________________________________________           
________________________                                                        

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2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS   FOR [  ]  AGAINST [  ]  ABSTAIN [ ]  2. 
   LLP AS INDEPENDENT ACCOUNTANTS OF THE FUNDS.                                                

3. TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND   FOR [  ]  AGAINST [  ]  ABSTAIN [ ]  3. 
   RESTATED DECLARATION OF TRUST.                                                              

4. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE  FOR [  ]  AGAINST [  ]  ABSTAIN [ ]  4. 
   REORGANIZATION OF FIDELITY ADVISOR INTERMEDIATE                                             
   BOND FUND FROM A SEPARATE SERIES OF ONE                                                     
   MASSACHUSETTS BUSINESS TRUST TO ANOTHER.                                                    

5. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR       FOR [  ]  AGAINST [  ]  ABSTAIN [ ]  5. 
   FIDELITY ADVISOR INTERMEDIATE BOND FUND.                                                    

6. TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION      FOR [  ]  AGAINST [  ]  ABSTAIN [ ]  6. 
   CONCERNING DIVERSIFICATION FOR FIDELITY ADVISOR                                             
   INTERMEDIATE BOND FUND.                                                                     


AIB-PXC-0898 cusip # 315809806/fund # 261                                       
cusip # 315809202/fund # 287
cusip # 315809509/fund # 687               cusip #                  
315809889/fund # 524   cusip # 315809103/fund # 087                             

FIDELITY ADVISOR INTERMEDIATE BOND FUND                                         
FIDELITY INSTITUTIONAL SHORT-INTERMEDIATE GOVERNMENT FUND                       
FIDELITY REAL ESTATE HIGH INCOME FUND                                           
FUNDS OF                                                                        
FIDELITY ADVISOR SERIES IV                                                      

82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109                               
1-800-522-7297                                                                  
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS                                       

To the Shareholders of the above funds:                                         

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the            
Meeting) of Fidelity Advisor Intermediate Bond Fund, Fidelity                   
Institutional Short-Intermediate Government Fund, and Fidelity Real             
Estate High Income Fund (the funds), will be held at the office of              
Fidelity Advisor Series IV (the trust), 82 Devonshire Street, Boston,           
Massachusetts 02109 on October 7, 1998, at 9:00 a.m. The purpose of             
the Meeting is to consider and act upon the following proposals, and            
to transact such other business as may properly come before the                 
Meeting or any adjournments thereof.                                            

1.  To elect a Board of Trustees.                                               
2.  To ratify the selection of    PricewaterhouseCoopers     LLP as             
independent accountants of the funds.                                           
3.  To authorize the Trustees to adopt an Amended and Restated                  
Declaration of Trust.                                                           
4.  To approve an Agreement and Plan providing for the reorganization           
of Fidelity Advisor Intermediate Bond Fund from a separate series of            
one Massachusetts business trust to another.                                    
5.  To approve an amended management contract for Fidelity Advisor              
Intermediate Bond Fund.                                                         
6.  To amend Fidelity Advisor Intermediate Bond Fund's and Fidelity             
Institutional Short-Intermediate Government Fund's fundamental                  
investment limitation concerning diversification.                               
The Board of Trustees has fixed the close of business on August 10,           
1998 as the record date for the determination of the shareholders of            
each of the funds and classes, if applicable, entitled to notice of,            
and to vote at, such Meeting and any adjournments thereof.                      

By order of the Board of Trustees,                                              
ERIC D. ROITER Secretary                                                        
August 10, 1998                                                                 
YOUR VOTE IS IMPORTANT -                                                        
PLEASE RETURN YOUR PROXY CARD PROMPTLY.                                         

SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY                   
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO               
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN          
IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF           
MAILED IN THE UNITED STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE          
ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY, NO MATTER             
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.                                        
INSTRUCTIONS FOR EXECUTING PROXY CARD                                           
The following general rules for executing proxy cards may be of               
assistance to you and help avoid the time and expense involved in               
validating your vote if you fail to execute your proxy card properly.           
1.  INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it               
appears in the registration on the proxy card.                                  
2.  JOINT ACCOUNTS: Either party may sign, but the name of the party            
signing should conform exactly to a name shown in the registration.             
3.  ALL OTHER ACCOUNTS should show the capacity of the individual               
signing. This can be shown either in the form of the account                    
registration itself or by the individual executing the proxy card. For          
example:                                                                        
REGISTRATION                   VALID SIGNATURE                    

A. 1)  ABC CORP.                      JOHN SMITH, TREASURER                     

2)  ABC CORP.                      JOHN SMITH, TREASURER                  

C/O JOHN SMITH, TREASURER                                         

B. 1)  ABC CORP. PROFIT SHARING PLAN  ANN B. COLLINS,                           
   TRUSTEE

2)  ABC TRUST                      ANN B. COLLINS,                        
   TRUSTEE

3)  ANN B. COLLINS, TRUSTEE        ANN B. COLLINS,                        
   TRUSTEE

U/T/D 12/28/78                                                    

C. 1)  ANTHONY B. CRAFT, CUST.        ANTHONY B. CRAFT                          

F/B/O ANTHONY B. CRAFT, JR.                                       

UGMA                                                              

PROXY STATEMENT                                                                 
SPECIAL MEETING OF SHAREHOLDERS OF                                              
FIDELITY ADVISOR SERIES IV:                                                     
FIDELITY ADVISOR INTERMEDIATE BOND FUND                                         
FIDELITY INSTITUTIONAL SHORT-INTERMEDIATE GOVERNMENT FUND                       
FIDELITY REAL ESTATE HIGH INCOME FUND                                           
TO BE HELD ON OCTOBER 7, 1998                                                   
This Proxy Statement is furnished in connection with a solicitation           
of proxies made by, and on behalf of, the Board of Trustees of                  
Fidelity Advisor Series IV (the trust) to be used at the Special                
Meeting of Shareholders of Fidelity Advisor Intermediate Bond Fund,             
Fidelity Institutional Short-Intermediate Government Fund, and                  
Fidelity Real Estate High Income Fund (the funds) and at any                    
adjournments thereof (the Meeting), to be held on October 7, 1998 at            
9:00 a.m. at 82 Devonshire Street, Boston, Massachusetts 02109, the             
principal executive office of the trust and Fidelity Management &               
Research Company (FMR), the funds' investment adviser.                          
The purpose of the Meeting is set forth in the accompanying Notice.           
The solicitation is being made primarily by the mailing of this Proxy           
Statement and the accompanying proxy card on or about August 10, 1998.          
Supplementary solicitations may be made by mail, telephone, telegraph,          
facsimile, electronic means or by personal interview by                         
representatives of the trust. In addition, Management Information               
Services Corp. (MIS) and D.F. King & Co., Inc. may be paid on a                 
per-call basis to solicit shareholders on behalf of the funds at an             
anticipated cost of approximately $   6,579     (Advisor Intermediate           
Bond Fund)    and    , $   7,124     (Institutional Short-Intermediate          
Government)   .     The expenses in connection with preparing this              
Proxy Statement and its enclosures and of all solicitations will be             
paid by the funds (except for Fidelity Institutional                            
Short-Intermediate Government Fund, whose expenses will be borne by             
FMR). For Fidelity Advisor Intermediate Bond Fund, FMR will pay                 
expenses that exceed the fund's existing class expense caps listed on           
page        . The funds (FMR for Fidelity Institutional                         
Short-Intermediate Government) will reimburse brokerage firms and               
others for their reasonable expenses in forwarding solicitation                 
material to the beneficial owners of shares. The principal business             
address of Fidelity Distributors Corporation (FDC), the funds'                  
principal underwriter and distribution agent, and Fidelity Management           
& Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research            
(Far East) Inc. (FMR Far East), subadvisers to Fidelity Advisor                 
Intermediate Bond Fund, is 82 Devonshire Street, Boston, Massachusetts          
02109.                                                                          
If the enclosed proxy card is executed and returned, it may                   
nevertheless be revoked at any time prior to its use by written                 
notification received by the trust, by the execution of a later-dated           
proxy card,    by the trust's receipt of a subsequent valid telephonic          
vote,     or by attending the Meeting and voting in person.                     
All proxy cards solicited by the Board of Trustees that are properly          
executed and received by the Secretary prior to the Meeting, and are            
not revoked, will be voted at the Meeting. Shares represented by such           
proxies will be voted in accordance with the instructions thereon. If           
no specification is made on a proxy card, it will be voted FOR the              
matters specified on the proxy card. Only proxies that are voted will           
be counted towards establishing a quorum. Broker non-votes are not              
considered voted for this purpose. Shareholders should note that while          
votes to ABSTAIN will count toward establishing a quorum, passage of            
any proposal being considered at the Meeting will occur only if a               
sufficient number of votes are cast FOR the proposal. Accordingly,              
votes to ABSTAIN and votes AGAINST will have the same effect in                 
determining whether the proposal is approved.                                   
The funds may also arrange to have votes recorded by telephone. The           
expenses in connection with telephone voting will be paid by the funds          
(except for Institutional Short-Intermediate Government, whose                  
expenses will be borne by FMR).If the funds record votes by telephone,          
they will use procedures designed to authenticate shareholders'                 
identities, to allow shareholders to authorize the voting of their              
shares in accordance with their instructions, and to confirm that               
their instructions have been properly recorded. Proxies voted by                
telephone may be revoked at any time before they are voted in the same          
manner that proxies voted by mail may be revoked. D.F. King & Co.,              
Inc. may be paid on a per-call basis for vote-by-phone solicitations            
on behalf of the funds at an anticipated cost of approximately $1,874           
(Advisor Intermediate Bond), and $1,781 (Institutional                          
Short-Intermediate Government).                                                 
If a quorum is not present at the Meeting, or if a quorum is present          
at the Meeting but sufficient votes to approve one or more of the               
proposed items are not received, or if other matters arise requiring            
shareholder attention, the persons named as proxy agents may propose            
one or more adjournments of the Meeting to permit further solicitation          
of proxies. Any such adjournment will require the affirmative vote of           
a majority of those shares present at the Meeting or represented by             
proxy. When voting on a proposed adjournment, the persons named as              
proxy agents will vote FOR the proposed adjournment all shares that             
they are entitled to vote with respect to each item, unless directed            
to vote AGAINST the item, in which case such shares will be voted               
AGAINST the proposed adjournment with respect to that item. A                   
shareholder vote may be taken on one or more of the items in this               
Proxy Statement prior to such adjournment if sufficient votes have              
been received and it is otherwise appropriate.                                  
The following tables summarize the proposals applicable to each fund.         
PROPOSAL #  PROPOSAL DESCRIPTION                   APPLICABLE FUNDS             

1.         TO ELECT AS TRUSTEES THE TWELVE        ALL                         
NOMINEES PRESENTED IN PROPOSAL                          
1.                                                      

2.         TO RATIFY THE SELECTION OF             ALL                         
PRICEWATERHOUSECOOPERS     LLP AS                 
INDEPENDENT ACCOUNTANTS OF THE                          
FUNDS.                                                  

3.         TO AUTHORIZE THE TRUSTEES TO           ALL                         
ADOPT AN AMENDED AND RESTATED                           
DECLARATION OF TRUST.                                   

4.         REORGANIZATION: TO APPROVE AN          ADVISOR INTERMEDIATE BOND   
AGREEMENT AND PLAN PROVIDING FOR       FUND             
THE REORGANIZATION OF THE FUND                          
FROM A SEPARATE SERIES OF ONE                           
MASSACHUSETTS BUSINESS TRUST TO                         
ANOTHER.                                                

5.         TO APPROVE AN AMENDED                  ADVISOR INTERMEDIATE BOND   
MANAGEMENT CONTRACT FOR THE            FUND             
FUND THAT WOULD REDUCE THE                              
MANAGEMENT FEE PAYABLE TO FMR                           
BY THE FUND AS FMR'S ASSETS                             
UNDER MANAGEMENT INCREASE.                              

6.         DIVERSIFICATION: TO AMEND THE          ADVISOR INTERMEDIATE BOND   
DIVERSIFICATION LIMITATION TO          FUND             

   EXCLUDE "SECURITIES OF OTHER                  INSTITUTIONAL
 INVESTMENT COMPANIES" FROM             SHORT-INTERMEDIATE
ISSUER DIVERSIFICATION LIMITS.         GOVERNMENT FUND  

Shares of each class of Fidelity Advisor Intermediate Bond Fund and           
of each of the other funds of the trust issued and outstanding as of            
June 30, 1998 are indicated in the following table:                             
FIDELITY ADVISOR INTERMEDIATE BOND FUND                                         

CLASS A                                        646,359                        

CLASS T                                        26,083,414                     

CLASS B                                        2,568,063                      

CLASS C                                        276,294                        

INSTITUTIONAL CLASS                            16,256,178                     

FIDELITY INSTITUTIONAL SHORT-INTERMEDIATE       37,073,802                      
GOVERNMENT FUND                                                                 

FIDELITY REAL ESTATE HIGH INCOME FUND           7,217,380                       

To the knowledge of the trust, substantial (5% or more) record or             
beneficial ownership of a fund or a class on June 30, 1998 was as               
follows:                                                                        
ADVISOR INTERMEDIATE BOND - CLASS A: FIS Securities, Inc.,                
Providence, RI (34.98%); Sage Rutty & Co. Inc., Rochester, NY                   
(10.46%); Corelink Financial, Providence, RI (8.88%).                           
ADVISOR INTERMEDIATE BOND - CLASS T: PaineWebber Inc., Weehawken,         
NJ (5.94%); Soloman Smith Barney, New York, NY (5.71%).                         
ADVISOR INTERMEDIATE BOND - CLASS B: Corelink Financial,                  
Providence, RI (6.54%); Merrill Lynch Pierce Fenner & Smith,                    
Jacksonville, FL (5.99%); FIS Securities, Inc., Providence, RI                  
(5.95%); Donaldson, Lufkin & Jenrette, New York, NY (5.95%).                    
ADVISOR INTERMEDIATE BOND - CLASS C: Boone County National Bank,          
Columbia, MO (32.15%); Everen Securities, Inc., Chicago, IL (7.95%);            
Royal Alliance Assoc. Inc., Birmingham, AL (7.37%); CLS Investment              
Management, Omaha, NE (5.89%).                                                  
ADVISOR INTERMEDIATE BOND - INSTITUTIONAL CLASS: Mercantile Bank,         
N. A., St. Louis, MO (17.36%); Marquis Investments Inc., New Orleans,           
LA (5.54%); First Commercial Trust Company, Little Rock, AR (5.39%);            
First National Bank of Ohio, Akron, OH (5.07%).                                 
INSTITUTIONAL SHORT-INTERMEDIATE GOVERNMENT: Sandia National              
Laboratories, Albuquerque, NM (20.50%), Walt Disney Company, Burbank,           
CA (14.91%).                                                                    
REAL ESTATE HIGH INCOME: GTE Service Corporation, Stamford, CT            
(66.70%); NCR Corporation, Dayton, OH (33.30%).                                 
FMR has advised the trust that for Proposals contained in this Proxy          
Statement, it will vote its shares at the Meeting FOR each Proposal.            
To the knowledge of the trust, no other shareholder owned of record or          
beneficially more than 5% of the outstanding shares of a fund or a              
class on that date.                                                             
Shareholders of record at the close of business on August 10, 1998            
will be entitled to vote at the Meeting. Each such shareholder will be          
entitled to one vote for each dollar of net asset value held on that            
date.                                                                           
FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR              
ENDED NOVEMBER 30, 1997 AND THE SEMIANNUAL REPORT FOR THE FISCAL                
PERIOD ENDED MAY 31, 1998 CALL 1-800-843-3001 (FIDELITY ADVISOR                 
INTERMEDIATE BOND FUND AND FIDELITY INSTITUTIONAL SHORT-INTERMEDIATE            
GOVERNMENT FUND) OR 1-617-563-6414 (FIDELITY REAL ESTATE HIGH INCOME            
FUND) OR WRITE TO FIDELITY DISTRIBUTORS CORPORATION AT 82 DEVONSHIRE            
STREET, BOSTON, MASSACHUSETTS 02109.                                            
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS                
SUFFICIENT TO APPROVE PROPOSAL 1 AND A MAJORITY OF ALL VOTES OF THE             
APPROPRIATE FUND CAST AT THE MEETING IS SUFFICIENT TO APPROVE PROPOSAL          
2. APPROVAL OF PROPOSAL 3 REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY          
OF THE OUTSTANDING VOTING SECURITIES" OF THE ENTIRE TRUST. APPROVAL OF          
PROPOSALS 4 THROUGH 6 REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF           
THE OUTSTANDING VOTING SECURITIES" OF THE APPROPRIATE FUNDS. UNDER THE          
INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT), THE VOTE OF A "MAJORITY          
OF THE OUTSTANDING VOTING SECURITIES" MEANS THE AFFIRMATIVE VOTE OF             
THE LESSER OF (A) 67% OR MORE OF THE VOTING SECURITIES PRESENT AT THE           
MEETING OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN 50% OF THE          
OUTSTANDING VOTING SECURITIES ARE PRESENT OR REPRESENTED BY PROXY OR            
(B) MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES. BROKER                  
NON-VOTES ARE NOT CONSIDERED "PRESENT" FOR THIS PURPOSE.                        
1. TO ELECT A BOARD OF TRUSTEES.                                                
The purpose of this proposal is to elect a Board of Trustees of the           
Trust. Pursuant to the provisions of the Declaration of Trust of                
Fidelity Advisor Series IV, the Trustees have determined that the               
number of Trustees shall be fixed at twelve. It is intended that the            
enclosed proxy card will be voted for the election as Trustees of the           
twelve nominees listed below, unless such authority has been withheld           
in the proxy card.                                                              
All nominees named below are currently Trustees of Fidelity Advisor           
Series IV and have served in that capacity continuously since                   
originally elected or appointed. William O. McCoy, Robert M. Gates,             
and Robert C. Pozen, were selected by the trust's Nominating and                
Administration Committee (see page        ) and were appointed to the           
Board in January 1997, March 1997, and August 1997, respectively. None          
of the nominees are related to one another. Those nominees indicated            
by an asterisk (*) are "interested persons" of the trust by virtue of,          
among other things, their affiliation with either the trust, the                
funds' investment adviser (FMR, or the Adviser), or the funds'                  
distribution agent, FDC. The business address of each nominee who is            
an "interested person" is 82 Devonshire Street, Boston, Massachusetts           
02109, and the business address of all other nominees is Fidelity               
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Except            
for William O. McCoy, Robert M. Gates, and Robert C. Pozen, each of             
the nominees is currently a Trustee or General Partner, as the case             
may be, of 5   6     registered investment companies (trusts) advised           
by FMR. Mr. McCoy, Mr. Gates and Mr. Pozen are currently a Trustee or           
General Partner, as the case may be, of 53, 53, and 52 registered               
investment companies (trusts), respectively, advised by FMR.                    
In the election of Trustees, those twelve nominees receiving the              
highest number of votes cast at the Meeting, providing a quorum is              
present, shall be elected.                                                      

                                                                [Download Table]

NOMINEE                PRINCIPAL OCCUPATION**                      YEAR OF    
(AGE)                                                              ELECTION OR
                                                                   APPOINTMENT

                                                                              
RALPH F. COX           PRESIDENT OF RABAR ENTERPRISES              1991       
 (66)                  (MANAGEMENT                                            
                       CONSULTING-ENGINEERING INDUSTRY,                       
                       1994). PRIOR TO FEBRUARY 1994, HE                      
                       WAS PRESIDENT OF GREENHILL                             
                       PETROLEUM CORPORATION (PETROLEUM                       
                       EXPLORATION AND PRODUCTION). UNTIL                     
                       MARCH 1990, MR. COX WAS PRESIDENT                      
                       AND CHIEF OPERATING OFFICER OF                         
                       UNION PACIFIC RESOURCES COMPANY                        
                       (EXPLORATION AND PRODUCTION). HE IS                    
                       A DIRECTOR OF USA WASTE SERVICES,                      
                       INC. (NON-HAZARDOUS WASTE, 1993),                      
                       CH2M HILL COMPANIES                                    
                       (ENGINEERING), RIO GRANDE, INC. (OIL                   
                       AND GAS PRODUCTION), AND DANIEL                        
                       INDUSTRIES (PETROLEUM MEASUREMENT                      
                       EQUIPMENT MANUFACTURER). IN                            
                       ADDITION, HE IS A MEMBER OF                            
                       ADVISORY BOARDS OF TEXAS A&M                           
                       UNIVERSITY AND THE UNIVERSITY OF                       
                       TEXAS AT AUSTIN.                                       

PHYLLIS BURKE DAVIS    PRIOR TO HER RETIREMENT IN                  1992       
 (66)                  SEPTEMBER 1991, MRS. DAVIS WAS                         
                       THE SENIOR VICE PRESIDENT OF                           
                       CORPORATE AFFAIRS OF AVON PRODUCTS,                    
                       INC. SHE IS CURRENTLY A DIRECTOR OF                    
                       BELLSOUTH CORPORATION                                  
                       (TELECOMMUNICATIONS), EATON                            
                       CORPORATION (MANUFACTURING, 1991),                     
                       AND THE TJX COMPANIES, INC. (RETAIL                    
                       STORES), AND PREVIOUSLY SERVED AS A                    
                       DIRECTOR OF HALLMARK CARDS, INC.                       
                       (1985-1991) AND NABISCO BRANDS,                        
                       INC. IN ADDITION, SHE IS A MEMBER OF                   
                       THE PRESIDENT'S ADVISORY COUNCIL OF                    
                       THE UNIVERSITY OF VERMONT SCHOOL                       
                       OF BUSINESS ADMINISTRATION.                            

ROBERT M. GATES        CONSULTANT, AUTHOR, AND LECTURER            1997       
 (55)                  (1993). MR. GATES WAS DIRECTOR OF                      
                       THE CENTRAL INTELLIGENCE AGENCY                        
                       (CIA) FROM 1991-1993. FROM 1989                        
                       TO 1991, MR. GATES SERVED AS                           
                       ASSISTANT TO THE PRESIDENT OF THE                      
                       UNITED STATES AND DEPUTY NATIONAL                      
                       SECURITY ADVISOR. MR. GATES IS A                       
                       DIRECTOR OF LUCASVARITY PLC                            
                       (AUTOMOTIVE COMPONENTS AND DIESEL                      
                       ENGINES), CHARLES STARK DRAPER                         
                       LABORATORY (NON-PROFIT), NACCO                         
                       INDUSTRIES, INC. (MINING AND                           
                       MANUFACTURING), AND TRW INC.                           
                       (ORIGINAL EQUIPMENT AND                                
                       REPLACEMENT PRODUCTS). MR. GATES                       
                       ALSO IS A TRUSTEE OF THE FORUM FOR                     
                       INTERNATIONAL POLICY AND OF THE                        
                       ENDOWMENT ASSOCIATION OF THE                           
                       COLLEGE OF WILLIAM AND MARY. IN                        
                       ADDITION, HE IS A MEMBER OF THE                        
                       NATIONAL EXECUTIVE BOARD OF THE BOY                    
                       SCOUTS OF AMERICA.                                     

*EDWARD C. JOHNSON 3D  PRESIDENT, IS CHAIRMAN, CHIEF               1983       
 (68)                  EXECUTIVE OFFICER AND A DIRECTOR OF                    
                       FMR CORP.; A DIRECTOR AND                              
                       CHAIRMAN OF THE BOARD AND OF THE                       
                       EXECUTIVE COMMITTEE OF FMR;                            
                       CHAIRMAN AND A DIRECTOR OF FIDELITY                    
                       INVESTMENTS MONEY MANAGEMENT,                          
                       INC. (1998), FIDELITY MANAGEMENT &                     
                       RESEARCH (U.K.) INC., AND FIDELITY                     
                       MANAGEMENT & RESEARCH (FAR EAST)                       
                       INC.                                                   

E. BRADLEY JONES       PRIOR TO HIS RETIREMENT IN 1984,            1990       
 (70)                  MR. JONES WAS CHAIRMAN AND CHIEF                       
                       EXECUTIVE OFFICER OF LTV STEEL                         
                       COMPANY. HE IS A DIRECTOR OF TRW                       
                       INC. (ORIGINAL EQUIPMENT AND                           
                       REPLACEMENT PRODUCTS),                                 
                       CONSOLIDATED RAIL CORPORATION,                         
                       BIRMINGHAM STEEL CORPORATION, AND                      
                       RPM, INC. (MANUFACTURER OF                             
                       CHEMICAL PRODUCTS), AND HE                             
                       PREVIOUSLY SERVED AS A DIRECTOR OF                     
                       NACCO INDUSTRIES, INC. (MINING AND                     
                       MANUFACTURING, 1985-1995),                             
                       HYSTER-YALE MATERIALS HANDLING, INC.                   
                       (1985-1995), AND CLEVELAND-CLIFFS                      
                       INC. (MINING), AND AS A TRUSTEE OF                     
                       FIRST UNION REAL ESTATE INVESTMENTS.                   
                       IN ADDITION, HE SERVES AS A TRUSTEE                    
                       OF THE CLEVELAND CLINIC FOUNDATION,                    
                       WHERE HE HAS ALSO BEEN A MEMBER                        
                       OF THE EXECUTIVE COMMITTEE AS WELL                     
                       AS CHAIRMAN OF THE BOARD AND                           
                       PRESIDENT, A TRUSTEE AND MEMBER OF                     
                       THE EXECUTIVE COMMITTEE OF                             
                       UNIVERSITY SCHOOL (CLEVELAND), AND A                   
                       TRUSTEE OF CLEVELAND CLINIC FLORIDA.                   

DONALD J. KIRK         EXECUTIVE-IN-RESIDENCE (1995) AT            1987       
 (65)                  COLUMBIA UNIVERSITY GRADUATE SCHOOL                    
                       OF BUSINESS AND A FINANCIAL                            
                       CONSULTANT. FROM 1987 TO JANUARY                       
                       1995, MR. KIRK WAS A PROFESSOR AT                      
                       COLUMBIA UNIVERSITY GRADUATE SCHOOL                    
                       OF BUSINESS. PRIOR TO 1987, HE WAS                     
                       CHAIRMAN OF THE FINANCIAL ACCOUNTING                   
                       STANDARDS BOARD. MR. KIRK IS A                         
                       DIRECTOR OF GENERAL RE CORPORATION                     
                       (REINSURANCE), AND HE PREVIOUSLY                       
                       SERVED AS A DIRECTOR OF VALUATION                      
                       RESEARCH CORP. (APPRAISALS AND                         
                       VALUATIONS, 1993-1995). IN ADDITION,                   
                       HE SERVES AS CHAIRMAN OF THE BOARD                     
                       OF DIRECTORS OF        NATIONAL ARTS                   
                       STABILIZATION    INC.,     CHAIRMAN OF THE             
                       BOARD OF TRUSTEES OF THE GREENWICH                     
                       HOSPITAL ASSOCIATION, DIRECTO   R OF THE               
                          YALE-NEW HAVEN HEALTH SERVICES                      
                          CORP. (19    98), A MEMBER OF THE                   
                       PUBLIC OVERSIGHT BOARD OF THE                          
                       AMERICAN INSTITUTE OF CERTIFIED PUBLIC                 
                       ACCOUNTANTS' SEC PRACTICE SECTION                      
                       (1995), AND AS A PUBLIC GOVERNOR OF                    
                       THE NATIONAL ASSOCIATION OF SECURITIES                 
                       DEALERS, INC. (1996).                                  

*PETER S. LYNCH        VICE CHAIRMAN AND DIRECTOR OF FMR.          1990       
 (55)                  PRIOR TO MAY 31, 1990, HE WAS A                        
                       DIRECTOR OF FMR AND EXECUTIVE VICE                     
                       PRESIDENT OF FMR (A POSITION HE                        
                       HELD UNTIL MARCH 31, 1991); VICE                       
                       PRESIDENT OF FIDELITY MAGELLAN FUND                    
                       AND FMR GROWTH GROUP LEADER; AND                       
                       MANAGING DIRECTOR OF FMR CORP. MR.                     
                       LYNCH WAS ALSO VICE PRESIDENT OF                       
                       FIDELITY INVESTMENTS CORPORATE                         
                       SERVICES (1991-1992). IN ADDITION,                     
                       HE SERVES AS A TRUSTEE OF BOSTON                       
                       COLLEGE, MASSACHUSETTS EYE & EAR                       
                       INFIRMARY, HISTORIC DEERFIELD (1989)                   
                       AND SOCIETY FOR THE PRESERVATION OF                    
                       NEW ENGLAND ANTIQUITIES, AND AS AN                     
                       OVERSEER OF THE MUSEUM OF FINE                         
                       ARTS OF BOSTON.                                        

WILLIAM O. MCCOY       VICE PRESIDENT OF FINANCE FOR THE           1997       
 (64)                  UNIVERSITY OF NORTH CAROLINA                           
                       (16-SCHOOL SYSTEM, 1995). PRIOR TO                     
                       HIS RETIREMENT IN DECEMBER 1994,                       
                       MR. MCCOY WAS VICE CHAIRMAN OF                         
                       THE BOARD OF BELLSOUTH CORPORATION                     
                       (TELECOMMUNICATIONS, 1984) AND                         
                       PRESIDENT OF BELLSOUTH ENTERPRISES                     
                       (1986). HE IS CURRENTLY A DIRECTOR OF                  
                       LIBERTY CORPORATION (HOLDING                           
                       COMPANY, 1984), WEEKS CORPORATION                      
                       OF ATLANTA (REAL ESTATE, 1994),                        
                       CAROLINA POWER AND LIGHT COMPANY                       
                       (ELECTRIC UTILITY, 1996) AND THE KENAN                 
                       TRANSPORT CO. (1996). PREVIOUSLY, HE                   
                       WAS A DIRECTOR OF FIRST AMERICAN                       
                       CORPORATION (BANK HOLDING COMPANY,                     
                       1979-1996). IN ADDITION, MR. MCCOY                     
                       SERVES AS A MEMBER OF THE BOARD OF                     
                       VISITORS FOR THE UNIVERSITY OF NORTH                   
                       CAROLINA AT CHAPEL HILL (1994) AND                     
                       FOR THE KENAN-FLAGER BUSINESS                          
                       SCHOOL (UNIVERSITY OF NORTH CAROLINA                   
                       AT CHAPEL HILL, 1988).                                 

GERALD C. MCDONOUGH    CHAIRMAN OF G.M. MANAGEMENT                 1989       
 (70)                  GROUP (STRATEGIC ADVISORY SERVICES).                   
                       MR. MCDONOUGH IS A DIRECTOR OF                         
                       YORK INTERNATIONAL CORP. (AIR                          
                       CONDITIONING AND REFRIGERATION),                       
                       COMMERCIAL INTERTECH CORP.                             
                       (HYDRAULIC SYSTEMS, BUILDING                           
                       SYSTEMS, AND METAL PRODUCTS,                           
                       1992), CUNO, INC. (LIQUID AND GAS                      
                       FILTRATION PRODUCTS, 1996), AND                        
                       ASSOCIATED ESTATES REALTY                              
                       CORPORATION (A REAL ESTATE                             
                       INVESTMENT TRUST, 1993). MR.                           
                       MCDONOUGH SERVED AS A DIRECTOR OF                      
                       ACME-CLEVELAND CORP. (METAL                            
                       WORKING, TELECOMMUNICATIONS, AND                       
                       ELECTRONIC PRODUCTS) FROM                              
                       1987-1996 AND BRUSH-WELLMAN INC.                       
                       (METAL REFINING) FROM 1983-1997).                      

MARVIN L. MANN         CHAIRMAN OF THE BOARD OF LEXMARK            1993       
 (65)                  INTERNATIONAL, INC. (OFFICE MACHINES,                  
                       1991). PRIOR TO 1991, HE HELD THE                      
                       POSITIONS OF VICE PRESIDENT OF                         
                       INTERNATIONAL BUSINESS MACHINES                        
                       CORPORATION ("IBM") AND PRESIDENT                      
                       AND GENERAL MANAGER OF VARIOUS IBM                     
                       DIVISIONS AND SUBSIDIARIES. MR. MANN                   
                       IS A DIRECTOR OF M.A. HANNA                            
                       COMPANY (CHEMICALS, 1993),    AND                      
                       IMATION CORP. (IMAGING AND                             
                       INFORMATION STORAGE, 1997)   .                         

*ROBERT C. POZEN       SENIOR VICE PRESIDENT, IS    ALSO           1997       
 (52)                  PRESIDENT AND A DIRECTOR OF FMR                        
                       (1997); AND PRESIDENT AND A DIRECTOR                   
                       OF FIDELITY INVESTMENTS MONEY                          
                       MANAGEMENT, INC. (1998), FIDELITY                      
                       MANAGEMENT & RESEARCH (U.K.) INC.                      
                       (1997), AND FIDELITY MANAGEMENT &                      
                       RESEARCH (FAR EAST) INC. (1997).                       
                       PREVIOUSLY, MR. POZEN SERVED AS                        
                       GENERAL COUNSEL, MANAGING DIRECTOR,                    
                       AND SENIOR VICE PRESIDENT OF FMR                       
                       CORP.                                                  

THOMAS R. WILLIAMS     PRESIDENT OF THE WALES GROUP, INC.          1989       
 (70)                  (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 OF                         
                       DIRECTOR OF CONAGRA, INC.                              
                       (AGRICULTURAL PRODUCTS), GEORGIA                       
                       POWER COMPANY (ELECTRIC UTILITY),                      
                       NATIONAL LIFE INSURANCE COMPANY OF                     
                       VERMONT, AMERICAN SOFTWARE, INC.,                      
                       AND APPLESOUTH, INC. (RESTAURANTS,                     
                       1992).                                                 


** Except as otherwise indicated, each individual has held the office           
shown or other offices in the same company for the last five years.             
As of June 30, 1998   ,     the nominees, Trustees and officers of            
the Trust and the funds owned, in the aggregate, less than 1% of                
the outstanding shares of     each class    of Fidelity Advisor                 
Intermediate Bond Fund and less than 1% of the outstanding shares of            
each of the other funds.                                                        
If elected, the Trustees will hold office without limit in time               
except that (a) any Trustee may resign; (b) any Trustee may be removed          
by written instrument, signed by at least two-thirds of the number of           
Trustees prior to such removal; (c) any Trustee who requests to be              
retired or who has become incapacitated by illness or injury may be             
retired by written instrument signed by a majority of the other                 
Trustees; and (d) a Trustee may be removed at any Special Meeting of            
shareholders by a two-thirds vote of the outstanding voting securities          
of the trust. In case a vacancy shall for any reason exist, the                 
remaining Trustees will fill such vacancy by appointing another                 
Trustee, so long as, immediately after such appointment, at least               
two-thirds of the Trustees have been elected by shareholders. If, at            
any time, less than a majority of the Trustees holding office has been          
elected by the shareholders, the Trustees then in office will promptly          
call a shareholders' meeting for the purpose of electing a Board of             
Trustees. Otherwise, there will normally be no meeting of shareholders          
for the purpose of electing Trustees.                                           
The trust's Board, which is currently composed of 3 interested and 9          
non-interested Trustees, met 11 times during the    fiscal year                 
ended November 30, 1997. It is expected that the Trustees will meet at          
least ten times a year at regularly scheduled meetings.                         
The trust's Audit Committee is composed entirely of Trustees who are          
not interested persons of the trust, FMR or its affiliates and                  
normally meets four times a year, or as required, prior to meetings of          
the Board of Trustees. Currently, Messrs. Kirk (Chairman), Gates and            
McCoy, and Mrs. Davis are members of the Committee. The committee               
oversees and monitors the trust's internal control structure, its               
auditing function and its financial reporting process, including the            
resolution of material reporting issues. The committee recommends to            
the Board of Trustees the appointment of auditors for the trust. It             
reviews audit plans, fees and other material arrangements in respect            
of the engagement of auditors, including non-audit services to be               
performed. It reviews the qualifications of key personnel involved in           
the foregoing activities. The committee plays an oversight role in              
respect of the trust's investment compliance procedures and the code            
of ethics. During the    fiscal year     ended November 30, 1997, the           
committee held four meetings.                                                   
The trust's Nominating and Administration Committee is currently              
composed of Messrs. McDonough (Chairman), Jones, and Williams. The              
committee members confer periodically and hold meetings as required.            
The committee makes nominations for independent trustees, and for               
membership on committees. The committee periodically reviews                    
procedures and policies of the Board of Trustees and committees. It             
acts as the administrative committee under the Retirement Plan for              
non-interested trustees who retired prior to December 30, 1996. It              
monitors the performance of legal counsel employed by the trust and             
the independent trustees. The committee in the first instance monitors          
compliance with, and acts as the administrator of the provisions of             
the code of ethics applicable to the independent trustees. During the           
fiscal year     ended November 30, 1997, the committee held one           
meeting. The Nominating and Administration Committee will consider              
nominees recommended by shareholders. Recommendations should be                 
submitted to the committee in care of the Secretary of the Trust. The           
trust does not have a compensation committee; such matters are                  
considered by the Nominating and Administration Committee.                      
The following table sets forth information describing the                     
compensation of each Trustee and Member of the Advisory Board of each           
fund for his or her services for the fiscal year ended November 30,             
1997, or calendar year ended December 31, 1997, as applicable.                  
COMPENSATION TABLE                                                              

                                                                [Download Table]

                                                                                    
TRUSTEES AND MEMBERS OF THE  AGGREGATE     AGGREGATE      AGGREGATE     TOTAL       
ADVISORY BOARD               COMPENSATION  COMPENSATION   COMPENSATION  COMPENSATION
                             FROM          FROM           FROM          FROM THE    
                             ADVISOR       INSTITUTIONAL  REAL ESTATE   FUND        
                             INTERMEDIATE  SHORT-         HIGH INCOMEB  COMPLEX*A   
                             BONDB,C       INTERMEDIATE                             
                                           GOVERNMENTB                              

J. GARY BURKHEAD**,#         $ 0           $ 0            $ 0           $ 0         

RALPH F. COX                 $ 197         $ 141          $ 19          $ 214,500   

PHYLLIS BURKE DAVIS          $ 193         $ 138          $ 19          $ 210,000   

RICHARD J. FLYNN***          $ 13          $ 9            $ 2           $ 0         

ROBERT M. GATES****          $ 151         $ 109          $ 14          $ 176,000   

EDWARD C. JOHNSON 3D**       $ 0           $ 0            $ 0           $ 0         

E. BRADLEY JONES             $ 194         $ 139          $ 19          $ 211,500   

DONALD J. KIRK               $ 194         $ 139          $ 19          $ 211,500   

PETER S. LYNCH**             $ 0           $ 0            $ 0           $ 0         

WILLIAM O. MCCOY*****        $ 202         $ 144          $ 18          $ 214,500   

GERALD C. MCDONOUGH          $ 239         $ 171          $ 23          $ 264,500   

EDWARD H. MALONE***          $ 13          $ 8            $ 2           $ 0         

MARVIN L. MANN               $ 197         $ 141          $ 19          $ 214,500   

ROBERT C. POZEN**            $ 0           $ 0            $ 0           $ 0         

THOMAS R. WILLIAMS           $ 197         $ 141          $ 19          $ 214,500   


* Information is for the calendar year ended December 31, 1997 for 230          
funds in the complex.                                                           
** Interested Trustees of the funds and Mr. Burkhead are compensated            
by FMR.                                                                         
*** Richard J. Flynn and Edward H. Malone served on the Board of                
Trustees through December 31, 1996.                                             
**** Mr. Gates was appointed to the Board of Trustees of Fidelity               
Advisor Series IV effective March 1, 1997.                                      
***** During the period from May 1, 1996 through December 31, 1996,             
William O. McCoy served as a Member of the Advisory Board of the                
trust. Mr. McCoy was appointed to the Board of Trustees of Fidelity             
Advisor Series IV effective January 1, 1997.                                    
# J. Gary Burkhead served on the Board of Trustees through July 31,             
1997. Effective August 1, 1997, Mr. Burkhead serves as a Member of the          
Advisory Board of the trust.                                                    
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, 1997, the Trustees accrued required            
deferred compensation from the funds as follows: Ralph F. Cox,                  
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $62,500; 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, $53,699; Marvin L. Mann, $53,699; and Thomas R.          
Williams, $62,462.                                                              
B  Compensation figures include cash, and may include amounts required          
to be deferred, a pro rata portion of benefits accrued under the                
retirement program for the period ended December 30, 1996 and required          
to be deferred, and amounts deferred at the election of Trustees.               
C  The following amounts are required to be deferred by each                    
non-interested Trustee, most of which is subject to vesting: Ralph F.           
Cox, $1, Phyllis Burke Davis, $1, Richard J. Flynn, $0, Robert M.               
Gates, $0, E. Bradley Jones, $1, Donald J. Kirk, $1, William O. McCoy,          
$0, Gerald C. McDonough, $1, Edward H. Malone, $1, Marvin L. Mann, $1,          
and Thomas R. Williams, $1.                                                     
Under a retirement program adopted in July 1988 and modified in               
November 1995 and November 1996, each non-interested Trustee who                
retired before December 30, 1996 may receive payments from a Fidelity           
fund during his or her lifetime based on his or her basic trustee fees          
and length of service. The obligation of a fund to make such payments           
is neither secured nor funded. A Trustee became eligible to                     
participate in the program at the end of the calendar year in which he          
or she reached age 72, provided that, at the time of retirement, he or          
she had served as a Fidelity fund Trustee for at least five years.              
Under a deferred compensation plan adopted in September 1995 and              
amended in November 1996 (the Plan), non-interested Trustees must               
defer receipt of a portion of, and may elect to defer receipt of an             
additional portion of, their annual fees. Amounts deferred under the            
Plan are 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 December 30, 1996, the non-interested Trustees terminated the           
retirement program for Trustees who retire after such date. In                  
connection with the termination of the retirement program, each                 
then-existing non-interested Trustee received a credit to his or her            
Plan account equal to the present value of the estimated benefits that          
would have been payable under the retirement program. The amounts               
credited to the non-interested Trustees' Plan accounts are subject to           
vesting and are treated as though equivalent dollar amounts had been            
invested in shares of the Reference Funds. The amounts ultimately               
received by the Trustees in connection with the credits to their Plan           
accounts will be directly linked to the investment performance of the           
Reference Funds. The termination of the retirement program and related          
crediting of estimated benefits to the Trustees' Plan accounts did not          
result in a material cost to the funds.                                         
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS                     
INDEPENDENT ACCOUNTANTS OF THE FUNDS.                                           
By a vote of the non-interested Trustees, the firm of                         
PricewaterhouseCoopers     LLP has been selected as independent           
accountants for each fund        to sign or certify any financial               
statements of each fund required by any law or regulation to be                 
certified by an independent accountant and filed with the Securities            
and Exchange Commission (SEC) or any state. Pursuant to the 1940 Act,           
such selection requires the ratification of shareholders. In addition,          
as required by the 1940 Act, the vote of the Trustees is subject to             
the right of each fund, by vote of a majority of its outstanding                
voting securities at any meeting called for the purpose of voting on            
such action, to terminate such employment without penalty.                      
PricewaterhouseCoopers     LLP has advised each fund that it has no       
direct or material indirect ownership interest in each fund.                    
For the    funds' most recently completed     fiscal year the firm of         
Coopers & Lybrand L.L.P. acted as each fund's independent                       
accountant.    Effective July 1, 1998, Coopers & Lybrand L.L.P. and             
Price Waterhouse LLP combined their businesses and practices and began          
doing business as PricewaterhouseCoopers LLP.                                   
The independent accountants examine annual financial statements for           
the funds and provide other audit and tax-related services. In                  
recommending the selection of each fund's accountants, the Audit                
Committee reviewed the nature and scope of the services to be provided          
(including non-audit services) and whether the performance of such              
services would affect the accountants' independence. Representatives            
of PricewaterhouseCoopers LLP are not expected to be present at the             
Meeting, but have been given the opportunity to make a statement if             
they so desire and will be available should any matter arise requiring          
their presence.                                                                 
3. TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND RESTATED                   
DECLARATION OF TRUST.                                                           
The Board of Trustees has approved and recommends that the                    
shareholders of the trust authorize them to adopt and execute an                
Amended and Restated Declaration of Trust for the trust and the funds           
of the trust in the form attached to this Proxy Statement as Exhibit 1          
(New Declaration of Trust). The attached New Declaration of Trust has           
been marked to show changes from the trust's existing Declaration of            
Trust (Current Declaration of Trust). The New Declaration of Trust is           
a more modern form of trust instrument for a Massachusetts business             
trust, and, going forward, will be used as the standard Declaration of          
Trust for all new Fidelity Massachusetts business trusts.                       
The New Declaration of Trust gives the Trustees more flexibility and,         
subject to applicable requirements of the 1940 Act and Massachusetts            
law, broader authority to act. This increased flexibility may allow             
the Trustees to react more quickly to changes in competitive and                
regulatory conditions and, as a consequence, may allow the funds to             
operate in a more efficient and economical manner. ADOPTION OF THE NEW          
DECLARATION OF TRUST WILL NOT ALTER IN ANY WAY THE TRUSTEES' EXISTING           
FIDUCIARY OBLIGATIONS TO ACT WITH DUE CARE AND IN THE SHAREHOLDERS'             
INTERESTS. BEFORE UTILIZING ANY NEW FLEXIBILITY THAT THE NEW                    
DECLARATION OF TRUST MAY AFFORD, THE TRUSTEES MUST FIRST CONSIDER THE           
SHAREHOLDERS' INTERESTS AND THEN ACT IN ACCORDANCE WITH SUCH                    
INTERESTS.                                                                      
Adoption of the New Declaration of Trust will NOT result in any               
changes in the funds' Trustees or officers or in the investment                 
policies and shareholder services described in the funds' current               
prospectuses.                                                                   
Generally, a majority of the Trustees may amend the Current                   
Declaration of Trust when authorized by a "majority of the outstanding          
voting securities" (as defined in the 1940 Act) of the trust. On                
October 16, 1997, the Trustees approved the form of the New                     
Declaration of Trust. On December 18, 1997, the Board approved several          
additional changes to the form of the New Declaration of Trust, which           
changes have been incorporated into the form attached to this Proxy             
Statement. On October 16, 1997, the Board authorized the submission of          
the New Declaration of Trust to the trust's shareholders for their              
authorization at this Meeting.                                                  
The New Declaration of Trust amends the Current Declaration of Trust          
in a number of significant ways. The following discussion summarizes            
some of the more significant amendments to the Current Declaration of           
Trust effected by the New Declaration of Trust.                                 
IN ADDITION TO THE CHANGES DESCRIBED BELOW, THERE ARE OTHER                   
SUBSTANTIVE AND STYLISTIC DIFFERENCES BETWEEN THE NEW DECLARATION OF            
TRUST AND THE CURRENT DECLARATION OF TRUST. THE FOLLOWING SUMMARY IS            
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE NEW DECLARATION OF TRUST          
ITSELF, WHICH IS ATTACHED AS EXHIBIT 1 TO THIS PROXY STATEMENT.                 
SIGNIFICANT CHANGES EFFECTED BY THE NEW DECLARATION OF TRUST.                 
REORGANIZATION OR TERMINATION OF THE TRUST OR ITS SERIES. Unlike the          
Current Declaration of Trust, the New Declaration of Trust generally            
permits the Trustees, subject to applicable Federal and state law, to           
reorganize or terminate the trust or any of its series. The Current             
Declaration of Trust requires shareholder approval in order to                  
reorganize or terminate the trust or any of its series.                         
Under certain circumstances, it may not be in the shareholders'               
interest to require a shareholder meeting to permit the trust or a              
fund to reorganize into another entity. For example, in order to                
reduce the cost and scope of state regulatory constraints or to take            
advantage of a more favorable tax treatment offered by another state,           
the Trustees may determine that it would be in the shareholders'                
interests to reorganize a fund to domicile it in another state or to            
change its legal form. Under the Current Declaration of Trust, the              
Trustees cannot effectuate such a potentially beneficial                        
reorganization without first conducting a shareholder meeting and               
incurring the attendant costs and delays. In contrast, the New                  
Declaration of Trust gives the Trustees the flexibility to reorganize           
the trust or any of its series and achieve potential shareholder                
benefits without incurring the delay and potential costs of a proxy             
solicitation. Such flexibility should help to assure that the trust             
and its funds operate under the most appropriate form of organization.          
Similarly, under certain circumstances, it may not be in the                  
shareholders' interest to require a shareholder meeting to permit the           
Trustees to terminate a fund. For example, a fund may have                      
insufficient assets to invest effectively or excessively high expense           
levels due to operational needs. Under such circumstances, absent               
viable alternatives, the Trustees may determine that terminating the            
fund is in the shareholders' interest and the only appropriate course           
of action. The process of obtaining shareholder approval of the fund's          
termination may, however, make it more difficult to complete the                
fund's liquidation and termination and, in general, will increase the           
costs associated with the termination. In such a case, it may be in             
the shareholders' interest to permit fund termination without                   
incurring the costs and delays of a shareholder meeting.                        
As discussed above, before allowing a trust or fund reorganization or         
termination to proceed without shareholder approval, the Trustees have          
a fiduciary responsibility to first determine that the proposed                 
transaction is in the shareholders' interest. Any exercise of the               
Trustees' increased authority under the New Declaration of Trust is             
also subject to any applicable requirements of the 1940 Act and                 
Massachusetts law. Of course, in all cases, the New Declaration of              
Trust would require that shareholders receive written notification of           
any transaction.                                                                
The New Declaration of Trust does NOT give the Trustees the authority         
to merge a fund with another operating mutual fund or sell all of a             
fund's assets to another operating mutual fund without first seeking            
shareholder approval. Under the New Declaration of Trust, shareholder           
approval is still required for these transactions.                              
FUTURE AMENDMENTS OF THE DECLARATION OF TRUST. The New Declaration of         
Trust permits the Trustees, with certain exceptions, to amend the               
Declaration of Trust without shareholder approval. Under the New                
Declaration of Trust, shareholders generally have the right to vote on          
any amendment affecting their right to vote, on any amendment altering          
the maximum number of permitted Trustees, on any amendment affecting            
the New Declaration of Trust's amendment provisions, on any amendment           
required by law or the trust's registration statement, and on any               
matter submitted to shareholders by the Trustees. The Current                   
Declaration of Trust, on the other hand, generally gives shareholders           
the exclusive power to amend the Declaration of Trust. By allowing              
amendment of the Declaration of Trust without shareholder approval,             
the New Declaration of Trust gives the Trustees the necessary                   
authority to react quickly to future contingencies. As mentioned                
above, such increased authority remains subordinate to the Trustees'            
continuing fiduciary obligations to act with due care and in the                
shareholders' interest.                                                         
OTHER CHANGES EFFECTED BY THE NEW DECLARATION OF TRUST.                       
In addition to the significant changes above, the New Declaration of          
Trust modifies the Current Declaration of Trust in a number of                  
important ways, including the following:                                        
1. The New Declaration of Trust modifies the Current Declaration of           
Trust to allow FMR and the trust, on behalf of each fund, to amend the          
fund's respective Management Contract subject to the provisions of              
Section 15 of the 1940 Act, as modified or interpreted by the SEC. In           
contrast, the Current Declaration of Trust explicitly requires the              
vote of a majority of the outstanding voting securities of a fund to            
authorize all such amendments. A corresponding change is also proposed          
for Fidelity Advisor Intermediate Bond Fund's Management Contract. For          
more information on this topic generally, see "Modification of                  
Management Contract Amendment Provisions" on page .                             
2. The New Declaration of Trust clarifies that the Trustees may               
impose other fees (for example, purchase fees) in addition to sales             
charges upon investment in a fund and clarifies that deferred sales             
charges and other fees (for example, redemption fees) may be imposed            
upon redemption of a fund's shares.                                             
3. The New Declaration of Trust confirms and clarifies various                
existing Trustee powers. For example, the New Declaration of Trust              
clarifies that the Trustees, in addition to banks and trust companies,          
may employ as fund custodians companies that are members of a national          
securities exchange or other entities permitted under the 1940 Act;             
delegate authority to investment advisers and other agents; adopt and           
offer dividend reinvestment and related plans; operate and carry on             
the business of an investment company; and interpret the investment             
policies, practices, and limitations of any fund.                               
4. The New Declaration of Trust clarifies that no shareholder of a            
trust series shall have a claim on the assets of another series and             
further clarifies that, by virtue of investing in a fund, a                     
shareholder is deemed to have assented to and agreed to be bound by             
the terms of the New Declaration of Trust.                                      
5. The New Declaration of Trust deletes various technical and/or              
antiquated requirements from the Current Declaration of Trust,                  
including existing requirements that a Trustee vacancy be deemed to             
occur when a Trustee is absent from his or her state of residence,              
that Trustee vacancies must be filled within six calendar months, and           
that portfolio securities be held pursuant to safeguards prescribed by          
usual Massachusetts practice.                                                   
6. As a general matter, the New Declaration of Trust modifies the             
Current Declaration of Trust to incorporate appropriate references to           
classes of shares.                                                              
7. Lastly, the New Declaration of Trust generally expands various             
1940 Act defined terms to encompass SEC modifications and                       
interpretations. Specific references to discrete sections of the 1940           
Act that are contained in the New Declaration of Trust have likewise            
been expanded to include SEC modifications and interpretations.                 
CONCLUSION. The Board of Trustees has concluded that the proposed             
adoption of the New Declaration of Trust is in the best interests of            
the trust's shareholders. Accordingly, the Trustees unanimously                 
recommend that the shareholders vote FOR the proposal to authorize              
them to adopt and execute the New Declaration of Trust. If the                  
proposal is not approved, the Current Declaration of Trust will remain          
unchanged and in effect.                                                        
4. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION            
OF FIDELITY ADVISOR INTERMEDIATE BOND FUND FROM A SEPARATE SERIES OF            
ONE MASSACHUSETTS BUSINESS TRUST TO ANOTHER.                                    
The Board of Trustees has approved an Agreement and Plan of                   
Reorganization (the Plan of Reorganization) in the form attached to             
this Proxy Statement as Exhibit 2. The Plan of Reorganization provides          
for a reorganization of Fidelity Advisor Intermediate Bond Fund (the            
Fund) from a separate series of the trust, a Massachusetts business             
trust, to a newly-established, separate series of Fidelity Advisor              
Series II (Advisor II), also a Massachusetts business trust (the                
Reorganization).                                                                
The investment objective, policies, and limitations of the Fund will          
not change except as approved by shareholders and as described in this          
proxy statement. A separate series of Advisor II will carry on the              
business of the Fund following the Reorganization (the Series). The             
Series, which has not yet commenced business operations, will have an           
investment objective, policies, and limitations identical to those of           
the Fund (except as they may be modified pursuant to a vote of the              
shareholders as proposed in this proxy statement).                              
Both the trust and Advisor II are Massachusetts business trusts. The          
trust is presently seeking shareholder authorization to adopt the form          
of New Declaration of Trust that is described in Proposal 3 in this             
Proxy Statement. Advisor II has already adopted the form of New                 
Declaration of Trust. If the trust adopts the New Declaration of                
Trust, the rights of the Fund's shareholders under state law and the            
Fund's governing documents would be unaffected by the Reorganization.           
If the trust does not adopt the New Declaration of Trust, the rights            
of the Fund's shareholders after the Reorganization under Advisor II's          
Declaration of Trust would differ from the rights that the                      
shareholders currently enjoy under the trust's existing Declaration of          
Trust. The differences between the trust's existing Declaration of              
Trust and the form of New Declaration of Trust are discussed in                 
Proposal 3.                                                                     
The Reorganization will not affect the operation of the Fund in a             
material manner. The same individuals serve as Trustees of both                 
trusts. Both trusts are authorized to issue an unlimited number of              
shares of beneficial interest, and each Declaration of Trust permits            
the Trustees to create one or more additional series or funds.                  
In connection with the Reorganization, the fund's fiscal year end             
will change from November 30th to October 31st. The Trustees may                
change the fiscal year end of the fund at their discretion in the               
future.                                                                         
Fidelity Management & Research Company (FMR), the Fund's investment           
adviser, will be responsible for the investment management of the               
Series, subject to the supervision of the Board of Trustees, under a            
management contract substantively identical to the contract in effect           
between FMR and the Fund immediately prior to the Closing Date    (as           
defined below)     (including as it may be modified pursuant to a vote          
of shareholders of the Fund as proposed in the Proxy Statement)(the             
New Management Contract); similarly, Fidelity Management & Research             
(U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Far East)            
Inc. (FMR Far East), the Fund's sub-advisers, will have primary                 
responsibility for providing investment advice and research services            
outside the United States or investment management authority under              
Sub-Advisory Agreements substantively identical to the agreements in            
effect between FMR U.K. and FMR Far East and FMR immediately prior to           
the Closing Date (the New Sub-Advisory Agreements).                             
The Fund's distribution agent, Fidelity Distributors Corporation              
(FDC) will distribute shares of the Series under a General                      
Distribution Agreement substantively identical to the contract in               
effect between FDC and the Fund immediately prior to the Closing Date.          
REASON FOR THE PROPOSED REORGANIZATION. The Fund is presently                 
organized as a series of the trust, which has three series of shares            
or funds. The Board of Trustees unanimously recommend reorganization            
of the Fund to a separate series of Advisor II (i.e., into the                  
Series), which will succeed to the business of the Fund. Moving the             
Fund from the trust to Advisor II will consolidate and streamline the           
production and mailing of certain legal documents. THE PROPOSED CHANGE          
WILL HAVE NO MATERIAL EFFECT ON SHAREHOLDERS OR THE MANAGEMENT OF THE           
FUND.                                                                           
The proposal to present the Plan of Reorganization to shareholders            
was approved by the Board of Trustees of the trust   ,     including            
all of the Trustees who are not interested persons of FMR, on October           
16, 1997. The Board of Trustees recommend   s     that Fund                     
shareholders vote FOR the approval of the Plan of Reorganization                
described below. Such a vote encompasses approval of the                        
reorganization of the Fund to a separate series of Advisor II;                  
temporary waiver of certain investment limitations of the Fund to               
permit the Reorganization (see "Temporary Waiver of Investment                  
Restrictions" on page        ); and authorization of the trust, as              
sole shareholder of the Series, to approve (i) the New Management               
Contract for the Series (ii) the New Sub-Advisory Agreements with               
respect to the Series and (iii)    the     Distribution and Service             
Plans for each    class of the Series     under Rule 12b-1                      
substantively identical to the Plans in effect with    respect to each          
class of the Fund     immediately prior to the Closing Date (the New            
Plans). If shareholders of the Fund do not approve the Plan of                  
Reorganization, the Fund will continue to operate as a series of the            
trust.                                                                          
SUMMARY OF THE PLAN OF REORGANIZATION. The following discussion               
summarizes the important terms of the Plan of Reorganization. This              
summary is qualified in its entirety by reference to the Plan of                
Reorganization itself   .                                                       
On the Closing Date (defined below) of the Reorganization, the Fund           
will transfer all of its assets to the Series, a series of shares of            
Advisor II established for the purpose of effecting the                         
Reorganization, in exchange for the assumption by the Series of all of          
the liabilities of the Fund and the issuance of Class A, B, T and C             
and Institutional Class shares of    beneficial interest of     the             
Series (Series Shares) equal to the number of Fund shares of the                
corresponding class   es     outstanding on the Closing Date.                   
Immediately thereafter, the Fund will distribute one Series Share of            
the applicable class for each Fund share (the Fund Shares) held by the          
shareholder of such class on the Closing Date to each Fund                      
shareholder, in exchange for such Fund Shares. Immediately after this           
distribution of the Series Shares, the Fund will be terminated and, as          
soon as practicable thereafter, will be wound up and liquidated. UPON           
COMPLETION OF THE REORGANIZATION, EACH FUND SHAREHOLDER OF EACH CLASS           
WILL BE THE OWNER OF FULL AND FRACTIONAL SERIES SHARES EQUAL IN                 
NUMBER, DENOMINATION, AND AGGREGATE NET ASSET VALUE TO HIS OR HER FUND          
SHARES OF THE CORRESPONDING CLASS.                                              
The Plan of Reorganization authorizes the trust as the then sole              
initial shareholder of the Series or its class, as appropriate, to              
approve (i) the New Management Contract with FMR for the Series,                
(ii) the New Sub-Advisory Agreements    with respect to the             
Series,     and (iii) the New Plans.                                            
Advisor II's Board of Trustees will hold office without time                  
limits,     except that (a) any Trustee may resign; (b) any Trustee             
may be removed by written instrument signed by at least two-thirds of           
the number of Trustees prior to removal; (c) any Trustee who requests           
to be retired by written instrument signed by a majority of the other           
Trustees or who is unable to serve due to physical or mental                    
incapacity by reason of disease or otherwise, death, or for any other           
reason, may be retired; and (d) a Trustee may be removed at any                 
Special Meeting of the shareholders by a vote of two-thirds of the              
outstanding shares of Advisor II. In case a vacancy shall for any               
reason exist, the remaining Trustees will fill such vacancy by                  
appointing another Trustee, so long as, immediately after such                  
appointment, at least two-thirds of the Trustees have been elected by           
shareholders. If, at any time, less than a majority of the Trustees             
holding office has been elected by shareholders, the Trustees then in           
office will promptly call a shareholders' meeting for the purpose of            
electing a Board of Trustees. Otherwise, there will normally be no              
meeting of shareholders for the purpose of electing Trustees.                   
The New Management Contract, the New Sub-Advisory Agreements, and the         
New Plans will take effect on the Closing Date. The New Management              
Contract and the New Sub-Advisory Agreements, will continue in force            
until June 30,1999. The New Plans will continue in force until April            
30, 1999. The agreements and contract will    each     continue in              
force thereafter from year to year so long as    their     continuance          
is approved at least annually by (i) the vote of a majority of the              
Trustees who are not "interested persons" of Advisor II, FMR, or, in            
the case of the agreements,        FMR U.K. or FMR Far East, cast in            
person at a meeting called for the purpose of voting on such approval,          
and (ii) by the vote of a majority of the Trustees or by the vote of a          
majority of the outstanding shares of the Series. The New Plans will            
continue in effect only if approved annually by a vote of the Trustees          
and of those Trustees who are not interested persons, cast in person            
at a meeting called for that purpose. The New Management Contract and           
the New     Sub-Advisory Agreements will be terminable without            
penalty on sixty days' written notice either by Advisor II, FMR, FMR            
U.K. or FMR Far East, as the case may be, and will terminate                    
automatically in the event of    their     assignment. The New Plans            
may be terminable at any time, without the payment of any penalty, by           
a vote of a majority of the Independent Trustees or by a vote of a              
majority of the outstanding voting securities of the fund OR of the             
applicable class.                                                               
Assuming the Plan of Reorganization is approved, it is currently              
contemplated that the Reorganization will become effective at the               
close of business on February 26, 1999 (the Closing Date). However,             
the Reorganization may become effective at such other date as the               
parties may agree in writing.                                                   
The obligations of the trust and Advisor II under the Plan of                 
Reorganization are subject to various conditions as stated therein.             
Notwithstanding the approval of the Plan of Reorganization by Fund              
shareholders, the Plan of Reorganization may be terminated or amended           
at any time prior to the Reorganization by action of the Trustees to            
provide against unforeseen events, if (1) there is a material breach            
by the other party of any representation, warranty, or agreement                
contained in the Plan of Reorganization to be performed at or prior to          
the Closing Date or (2) it reasonably appears that a party will not or          
cannot meet a condition of the Plan of Reorganization. Generally,               
either party may, at any time, waive    the other party's                       
compliance with any of the covenants and conditions contained in,       
or    both parties     may amend, the Plan of Reorganization, provided          
that such waiver or amendment does not materially adversely affect the          
interests of Fund shareholders.                                                 
CONTINUATION OF FUND SHAREHOLDER ACCOUNTS AND PLANS.    Advisor II's          
transfer agent will establish  accounts for the Series' shareholders            
containing the appropriate number and denominations of Series Shares            
of each class to be received by each holder of Fund Shares of the               
corresponding class under the Plan of Reorganization. Such accounts             
will be identical in all material respects to the accounts currently            
maintained by the Fund's transfer agent for the Fund's shareholders.            
Fund shareholders who are receiving payment under a withdrawal plan             
with respect to Fund Shares will retain the same rights and privileges          
as to Series Shares under the Plan of Reorganization. Similarly, no             
further action will be necessary in order to continue any automatic             
investment plan or retirement plan currently maintained by a Fund               
shareholder with respect to Fund Shares.                                        
EXPENSES. The Fund and the Series shall each be responsible for all           
of their respective expenses of the Reorganization, estimated at                
$   9,000     in the aggregate, provided that they do not exceed the            
expense cap for each class listed on page        . Expenses exceeding           
each class's expense cap, as applicable, will be paid by FMR.                   
TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS. Certain fundamental              
investment restrictions of the Fund, which prohibit the Fund from               
acquiring more than a stated percentage of ownership of another                 
company, might be construed as restricting the Fund's ability to carry          
out the Reorganization. By approving the Plan of Reorganization, Fund           
shareholders will be agreeing to waive, only for the purpose of the             
Reorganization, those fundamental investment restrictions that could            
prohibit or otherwise impede the transaction.                                   
TAX CONSEQUENCES OF THE REORGANIZATION. Each    party to the                  
Reorganization     will receive an opinion from their counsel,                  
Kirkpatrick & Lockhart LLP, that the Reorganization will constitute a           
tax-free reorganization within the meaning of Section 368(a)(1)(F) of           
the Internal Revenue Code of 1986, as amended. Accordingly, no gain or          
loss will be recognized for federal income tax purposes by the Fund,            
the Series, or the Fund's shareholders upon (1) the transfer of the             
Fund's assets in exchange solely for the Series Shares and the                  
assumption by the    t    rust on behalf of the Series of the Fund's            
liabilities or (2) the distribution of Series Shares to the Fund's              
shareholders in exchange for their Fund Shares. The opinion further             
provides, among other things, that (a) the basis for federal income             
tax purposes of the Series Shares to be received by each Fund                   
shareholder will be the same as that of his or her Fund Shares                  
immediately prior to the Reorganization; and (b) each Fund                      
shareholder's holding period for his or her Series Shares will include          
the Fund shareholder's holding period for his or her Fund Shares,               
provided that said Fund Shares were held as capital assets on the date          
of the exchange.                                                                
CONCLUSION. The Board of Trustees has concluded that the proposed             
Plan of Reorganization to reorganize the Fund into a separate series            
of a Massachusetts business trust is in the best interest of the                
Fund's shareholders. The Trustees recommend that the Fund's                     
shareholders vote FOR the approval of the Plan of Reorganization as             
described above. Such a vote encompasses approval of the                        
reorganization of the Fund to a separate series of a Massachusetts              
business trust; temporary waiver of certain investment limitations of           
the Fund to permit the Reorganization (see "Temporary Waiver of                 
Investment Restrictions" on    this     page); authorization of the             
trust, as sole shareholder of the Series, or its classes, as                    
appropriate, to approve (i) the New Management Contract, (ii) the New           
Sub-Advisory Agreements    for the Series between FMR and FMR U.K. and          
FMR Far East    , and (iii) the New Plans. If approved, the Plan of             
Reorganization will take effect on the Closing Date. If the Plan of             
Reorganization is not approved, the Fund will continue to operate as a          
series of the trust.                                                            
5. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR FIDELITY ADVISOR               
INTERMEDIATE BOND FUND.                                                         
The Board of Trustees, including the Trustees who are not "interested         
persons" of the trust or of FMR (the Independent Trustees), has                 
approved, and recommends that shareholders of the fund approve, a               
proposal to adopt an amended management contract with FMR (the Amended          
Contract). The Amended Contract modifies the management fee that FMR            
receives from the fund to provide for lower fees when FMR's assets              
under management exceed certain levels. In addition, the Amended                
Contract allows FMR and the trust, on behalf of the fund, to modify             
the Management Contract subject to the requirements of the 1940 Act.            
The existing Management Contract (the Present Contract) currently               
requires the vote of a majority of the fund's outstanding voting                
securities to authorize all amendments. See "Modification of                    
Management Contract Amendment Provisions" on page  for more                     
details. The     AMENDED CONTRACT WILL RESULT IN A MANAGEMENT FEE         
THAT IS THE SAME AS, OR LOWER THAN, THE FEE PAYABLE UNDER THE PRESENT           
MANAGEMENT CONTRACT    .     (For information on FMR, see the section           
entitled "Activities and Management of FMR" on page .)                          
PROPOSED AMENDMENTS TO THE PRESENT MANAGEMENT CONTRACT. A copy of the         
Amended Contract, marked to indicate the proposed amendments, is                
supplied as Exhibit 3 on page         . Except for the modifications            
discussed above, it is substantially identical to the Present                   
Contract. (For a detailed discussion of the fund's Present Contract,            
refer to the section entitled "Present Management Contract" beginning           
on page        .) If approved by shareholders, the Amended Contract             
will take effect on November 1, 1998 (or, if later, the first day of            
the first month following approval) and will remain in effect through           
June 30,1999 and thereafter, but only as long as its continuance is             
approved at least annually by (i) the vote, cast in person at a                 
meeting called for the purpose, of a majority of the Independent                
Trustees and (ii) the vote of either a majority of the Trustees or by           
the vote of a majority of the outstanding shares of the fund. If the            
Amended Contract is not approved, the Present Contract will continue            
in effect through June 30,1999, and thereafter only as long as its              
continuance is approved at least annually as above.                             
The management fee is an annual percentage of the fund's average net          
assets (the management fee rate), calculated and paid monthly. The              
management fee rate is the sum of two components: a Group Fee Rate,             
which varies according to assets under management by FMR, and a fixed           
Individual Fund Fee Rate. The Amended Contract modifies the Group Fee           
Rate by providing for lower fee rates if FMR's assets under management          
remain above $408 billion.                                                      
MODIFICATION TO GROUP FEE RATE. The Group Fee Rate varies based upon          
the monthly average of the aggregate net assets of all registered               
investment companies having management contracts with FMR (assets               
under management by FMR). For example, as assets under management by            
FMR increase, the Group Fee Rate declines. The Amended Contract would           
not change the group fee calculation for assets under management by             
FMR of $408 billion or less. Above $408 billion in assets under FMR's           
management, the Group Fee Rate declines under both the Present                  
Contract and the Amended Contact, but under the Amended Contract, it            
declines faster. Group Fee Rates that are lower than those contained            
in the fund's Present Contract were voluntarily implemented by FMR on           
January 1, 1996.                                                                
The Group Fee Rate is calculated according to a graduated schedule            
providing for different rates for different levels of assets under              
management by FMR. The rate at which the Group Fee Rate declines is             
determined by fee "breakpoints" that provide for lower fee rates when           
assets increase. The Amended Contract adds five new fee breakpoints             
for assets under FMR's management above $372 billion as illustrated in          
the following table. (For an explanation of how the Group Fee Rate is           
used to calculate the management fee, see the section entitled                  
"Present Management Contract" beginning on page .)                              
GROUP FEE RATE BREAKPOINTS                                                      
PRESENT CONTRACT  AMENDED CONTRACT                                              

AVERAGE     GROUP  PRESENT    AVERAGE GROUP  AMENDED                      
ASSETS                CONTRACT*  ASSETS         CONTRACT                        
($ BILLIONS)                     ($ BILLIONS)                                   

OVER 372  0.1200%  372   -    408  0.1200%                                      

408   -    444  0.1175%                   

444   -    480  0.1150%                   

480   -    516  0.1125%                   

OVER       516  0.1100%                   

The result at various levels of group net assets is illustrated by the          
table below.                                                                    
EFFECTIVE ANNUAL GROUP FEE RATES                                                
GROUP NET     PRESENT         AMENDED                                           
ASSETS        CONTRACT*       CONTRACT                                          
($ BILLIONS)                                                                    

150           0.   1736    %  0.1736%                                           

200           0.   1652    %  0.1652%                                           

250           0.   1587    %  0.1587%                                           

300           0.   1536    %  0.1536%                                           

350           0.   1494    %  0.1494%                                           

400           0.   1459    %  0.1459%                                           

450           0.   1430    %  0.1427%                                           

500           0.   1407    %  0.1399%                                           

550           0.   1388    %  0.1372%                                           

* Does not reflect voluntary adoption of extended group fee rate                
schedules by FMR on January 1, 1996.                                            
Average assets under FMR's management for June 1998 were                      
approximately    $624     billion.                                              
COMPARISON OF MANAGEMENT FEES. For the month ended June 30, 1998,             
average assets under management by FMR were $   624     billion. The            
fund's management fee rate under the Amended Contract        for the            
month ended June 30, 1998 would have been    .4340    %, compared to            
.4366    % under the Present Contract. The management fee rate            
remains the same under both the Present Contract and the Amended                
Contract until assets under FMR's management exceed $408 billion, at            
which point the management fee rate under the Amended Contract begins           
to decline relative to the Present Contract.                                    
The following chart compares the fund's management fee as calculated          
under the terms of the Present Contract for the fiscal year ended               
November 30, 1997 to the management fee the fund would have incurred            
if the Amended Contract had been in effect.                                     
PRESENT CONTRACT  AMENDED CONTRACT  PERCENTAGE                                  
MANAGEMENT FEE*   MANAGEMENT FEE    DIFFERENCE                                  

$ 2,099,890       $ 2,095,786        (0.20%)                                    

* Does not reflect voluntary adoption of extended group fee rate                
schedule by FMR on January 1, 1996.                                             
The following chart compares the fund's management fee under the              
terms of the Present Contract for the twelve   -    month period ended          
June     3   0    , 1998        to the management fee the fund            
would have incurred if the Amended Contract had been in effect.                 
PRESENT CONTRACT    AMENDED CONTRACT           PERCENTAGE                       
MANAGEMENT FEE*     MANAGEMENT FEE             DIFFERENCE                       

$ 2   ,116,299      $ 2,10   7    ,   272       (0.   4    3%)                  

* Does not reflect voluntary adoption of extended group fee rate                
schedule by FMR on January 1, 1996.                                             
MODIFICATION OF MANAGEMENT CONTRACT AMENDMENT PROVISIONS. The Amended         
Contract allows FMR and the trust, on behalf of the fund, to amend the          
Management Contract subject to the provisions of Section 15 of the              
1940 Act, as modified or interpreted by the Securities and Exchange             
Commission. In contrast, the Present Contract explicitly requires the           
vote of a majority of the outstanding voting securities of the fund to          
authorize all amendments. Generally, the proposed modification to the           
Present Contract's amendment provisions will allow FMR and the trust,           
on behalf of the fund, to amend the Management Contract without                 
shareholder vote IF THE 1940 ACT PERMITS THEM TO DO SO. For example,            
under current interpretations of Section 15 of the 1940 Act, the                
Amended Contract would give FMR and the trust the ability to amend the          
Management Contract to immediately reflect a management fee decrease            
without the delay of having to first conduct a proxy solicitation. In           
short, the proposed modification gives FMR and the trust added                  
flexibility to amend the Management Contract subject to 1940 Act                
constraints. Of course, any future amendments to the Management                 
Contract would require the approval of the fund's Board of Trustees.            
MATTERS CONSIDERED BY THE BOARD                                                 
The mutual funds for which the members of the Board of Trustees serve         
as Trustees are referred to herein as the "Fidelity funds." The Board           
of Trustees meets eleven times a year. The Board of Trustees,                   
including the Independent Trustees, believe that matters bearing on             
the appropriateness of the fund's management fees are considered at             
most, if not all, of their meetings. While the full Board of Trustees           
or the Independent Trustees, as appropriate, act on all major matters,          
a significant portion of the activities of the Board of Trustees                
(including certain of those described herein) are conducted through             
committees. The Independent Trustees meet frequently in executive               
session and are advised by independent legal counsel selected by the            
Independent Trustees.                                                           
The proposal to present the Amended Contract to shareholders was              
approved by the Board of Trustees of the fund, including all of the             
Independent Trustees on October    16    , 1997. The Board of Trustees          
considered and approved the modifications to the Group Fee Rate                 
schedule during the two month period from November to December 1995.            
The Board of Trustees received materials relating to the Amended                
Contract in advance of the meeting at which the Amended Contract was            
considered, and had the opportunity to ask questions and request                
further information in connection with such consideration.                      
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with          
their meetings, Trustees receive materials that relate to the Amended           
Contract. These materials include (i) information on the investment             
performance of the fund, a peer group of funds and an appropriate               
index or combination of indices, (ii) sales and redemption data with            
respect to the fund, (iii) the economic outlook and the general                 
investment outlook in the markets in which the fund invests, and (iv)           
notable changes in the fund's investments. The Board of Trustees and            
the Independent Trustees also consider periodically other material              
facts such as (1) FMR's results and financial condition, (2)                    
arrangements in respect of the distribution of the fund's shares, (3)           
the procedures employed to determine the value of the fund's assets,            
(4) the allocation of the fund's brokerage, if any, including                   
allocations to brokers affiliated with FMR, (5) FMR's management of             
the relationships with the fund's custodian and subcustodians, (6) the          
resources devoted to and the record of compliance with the fund's               
investment policies and restrictions and with policies on personal              
securities transactions and (7) the nature, cost and audit of                   
non-investment management services provided by FMR and its affiliates.          
In response to questions raised by the Independent Trustees,                  
additional information was furnished by FMR including, among other              
items, information on and analysis of (a) the overall organization of           
FMR, (b) the choice of performance indices and benchmarks, (c) the              
composition of peer groups of funds, (d) transfer agency and                    
bookkeeping fees paid to affiliates of FMR, (e) investment                      
performance, (f) investment management staffing, (g) the potential for          
achieving further economies of scale, (h) operating expenses paid to            
third parties, and (i) the information furnished to investors,                  
including the fund's shareholders.                                              
In considering the Amended Contract, the Board of Trustees and the            
Independent Trustees did not identify any single factor as                      
all-important or controlling, and the following summary does not                
detail all the matters considered. Matters considered by the Board of           
Trustees and the Independent Trustees in connection with their                  
approval of the Amended Contract include the following:                         
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the          
Independent Trustees considered whether the fund has operated within            
its investment objective and its record of compliance with its                  
investment restrictions. They also reviewed monthly the fund's                  
investment performance as well as the performance of a peer group of            
mutual funds, and the performance of an appropriate index or                    
combination of indices.                                                         
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the                    
Independent Trustees annually review a report detailing the background          
of the fund's portfolio manager and the fund's investment objective             
and discipline. The Independent Trustees have also had discussions              
with senior management of FMR responsible for investment operations             
and the senior management of Fidelity's fixed income group. Among               
other things they considered the size, education and experience of              
FMR's investment staff, its use of technology, and FMR's approach to            
recruiting, training and retaining portfolio managers and other                 
research, advisory and management personnel.                                    
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the           
Independent Trustees considered the nature, quality, cost and extent            
of administrative and shareholder services performed by FMR and                 
affiliated companies, both under the Amended Contract and under                 
separate agreements covering transfer agency functions and pricing,             
bookkeeping and securities lending services, if any. The Board of               
Trustees and the Independent Trustees have also considered the nature           
and extent of FMR's supervision of third party service providers,               
principally custodians and subcustodians.                                       
EXPENSES. The Board of Trustees and the Independent Trustees                  
considered the fund's expense ratios and expense ratios of a peer               
group of funds. They also considered the amount and nature of fees              
paid by shareholders.                                                           
PROFITABILITY. The Board of Trustees and the Independent Trustees             
considered the level of FMR's profits in respect of the management of           
the Fidelity funds, including the fund. This consideration included an          
extensive review of FMR's methodology in allocating its costs to the            
management of the fund. The Board of Trustees and the Independent               
Trustees have concluded that the cost allocation methodology employed           
by FMR has a reasonable basis and is appropriate in light of all of             
the circumstances. They considered the profits realized by FMR in               
connection with the operation of the fund and whether the amount of             
profit is a fair entrepreneurial profit for the management of the               
fund. They also considered the profits realized from non-fund                   
businesses which may benefit from or be related to the fund's                   
business. The Board of Trustees and the Independent Trustees also               
considered FMR's profit margins in comparison with available industry           
data, both accounting for and ignoring marketing expenses.                      
ECONOMIES OF SCALE. The Board of Trustees and the Independent                 
Trustees considered whether there have been economies of scale in               
respect of the management of the Fidelity funds, whether the Fidelity           
funds (including the fund) have appropriately benefitted from any               
economies of scale, and whether there is potential for realization of           
any further economies of scale. The Board of Trustees and the                   
Independent Trustees have concluded that FMR's mutual fund business             
presents some limited opportunities to realize economies of scale and           
that these economies are being shared between fund shareholders and             
FMR in an appropriate manner. The Independent Trustees have also                
concluded that the existing group fee structure should be continued             
but determined that it would be appropriate to change the group fee             
structure as proposed herein.                                                   
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent              
Trustees also considered the character and amount of fees paid by the           
fund and the fund's shareholders for services provided by FMR and its           
affiliates, including fees for services like transfer agency, fund              
accounting and direct shareholder services. They also considered the            
allocation of fund brokerage to brokers affiliated with FMR and the             
receipt of sales loads and payments under Rule 12b-1 plans in respect           
of certain of the Fidelity funds. The Board of Trustees and the                 
Independent Trustees also considered the revenues and profitability of          
FMR businesses other than its mutual fund business, including FMR's             
retail brokerage, correspondent brokerage, capital markets, trust,              
investment advisory, pension record keeping, credit card, insurance,            
publishing, real estate, international research and investment funds,           
and others. The Board of Trustees and the Independent Trustees                  
considered the intangible benefits that accrue to FMR and its                   
affiliates by virtue of their relationship with the fund.                       
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the                 
Independent Trustees considered the benefit to shareholders of                  
investing in a fund that is part of a large family of funds offering a          
variety of investment disciplines and providing for a large variety of          
fund and shareholder services. With regard to the proposed                      
modification to the Present Contract's amendment provisions, the Board          
of Trustees and the Independent Trustees considered the benefit to              
shareholders of FMR's and the trust's increased flexibility (within             
1940 Act constraints) to amend the Management Contract without the              
delays and potential costs of a proxy solicitation.                             
CONCLUSION. Based on their evaluation of all material factors and             
assisted by the advice of independent counsel, the Trustees concluded           
(i) that the existing management fee structure is fair and reasonable           
and (ii) that the proposed modifications to the management fee                  
structure, that is the reduction of the Group Fee Rate schedule and             
the proposed modification to the Present Contract's amendment                   
provisions, are in the best interest of the fund's shareholders. The            
Board of Trustees, including the Independent Trustees, voted to                 
approve the submission of the Amended Contract to shareholders of the           
fund and recommends that shareholders of the fund vote FOR the Amended          
Contract. If approved, the Amended Contract will take effect on the             
first day of the first month following shareholder approval.                    
6. TO AMEND FIDELITY ADVISOR INTERMEDIATE BOND FUND'S AND FIDELITY              
INSTITUTIONAL SHORT-INTERMEDIATE GOVERNMENT FUND'S FUNDAMENTAL                  
INVESTMENT LIMITATION CONCERNING DIVERSIFICATION.                               
Each fund's current fundamental investment limitation concerning              
diversification is as follows:                                                  
"The fund may not with respect to 75% of the fund's total assets,             
purchase the securities of any issuer (other than securities issued or          
guaranteed by the U.S. government or any of its agencies or                     
instrumentalities) if, as a result, (a) more than 5% of the fund's              
total assets would be invested in the securities of that issuer, or             
(b) the fund would hold more than 10% of the outstanding voting                 
securities of that issuer;"                                                     
The Trustees recommend that shareholders of each fund vote to replace           
each fund's current fundamental investment limitation with the                  
following amended fundamental investment limitation governing                   
diversification:                                                                
"The fund may not with respect to 75% of the fund's total assets,             
purchase the securities of any issuer (other than securities issued or          
guaranteed by the U.S. Government or any of its agencies or                     
instrumentalities, or securities of other investment companies) if, as          
a result, (a) more than 5% of the fund's total assets would be                  
invested in the securities of that issuer, or (b) the fund would hold           
more than 10% of the outstanding voting securities of that issuer."             
The percentage limits in the proposed fundamental limitation                  
concerning diversification are the percentage limitations imposed by            
the 1940 Act for diversified investment companies. The amended                  
fundamental diversification limitation makes one change from the                
current limitation: subject to applicable 1940 Act requirements, it             
would permit each fund to invest without limit in the securities of             
other investment companies. Pursuant to an order of exemption granted           
by the SEC, each fund may invest up to 25% of total assets in                   
non-publicly offered money market or short-term bond funds managed by           
FMR or an affiliate of FMR    (the Central Funds)    . The Central              
Funds do not currently pay investment advisory, management, or                  
transfer agent fees, but do pay minimal fees for services, such as              
custodian, auditor, and Independent Trustees fees. FMR anticipates              
that making use of the Central Funds will benefit each fund by                  
enhancing the efficiency of cash management and by providing increased          
short-term investment opportunities. If the proposal is approved, the           
Central Funds are expected to serve as a principal option for cash              
investment for each fund.                                                       
If this proposal is approved, the amended fundamental diversification         
limitations (like the current limitations) cannot be changed without            
the approval of the shareholders.                                               
CONCLUSION. The Board of Trustees has concluded that the proposed             
amendment will benefit each fund and its shareholders. The Trustees             
recommend voting FOR the proposal. The amended fundamental                      
diversification limitation, upon shareholder approval, will become              
effective when the disclosure is revised to reflect the changes. If             
the proposal is not approved by the shareholders of a fund, that                
fund's current fundamental diversification limitation will remain               
unchanged.                                                                      
OTHER BUSINESS                                                                  
The Board knows of no other business to be brought before the                 
Meeting. However, if any other matters properly come before the                 
Meeting, it is the intention that proxies that do not contain specific          
instructions to the contrary will be voted on such matters in                   
accordance with the judgment of the persons therein designated.                 
ACTIVITIES AND MANAGEMENT OF FMR                                                
FMR, a corporation organized in 1946, serves as investment adviser to         
a number of investment companies. Information concerning the advisory           
fees, net assets, and total expenses of funds with investment                   
objectives similar to Fidelity Advisor Intermediate Bond Fund and               
advised by FMR is contained in the Table of Average Net Assets and              
Expense Ratios in Exhibit 4 beginning on page .                                 
FMR, its officers and directors, its affiliated companies, and the            
Trustees, from time to time have transactions with various banks,               
including the custodian banks for certain of the funds advised by FMR.          
Those transactions that have occurred to date have included mortgages           
and personal and general business loans. In the judgment of FMR, the            
terms and conditions of those transactions were not influenced by               
existing or potential custodial or other fund relationships.                    
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board          
and of the Executive Committee; Robert C. Pozen, President; and Peter           
S. Lynch, Vice Chairman.    E    ach of the Directors is also a                 
Trustee of the trust. Messrs. Johnson 3d, Pozen, Dwight D. Churchill,           
John H. Costello, Fred L. Henning Jr., Eric D. Roiter, Richard A.               
Silver, Leonard M. Rush, Robert A. Lawrence, Kevin E. Grant, Mark P.            
Snyderman, and Curt Hollingsworth, are currently officers of the trust          
and officers or employees of FMR or FMR Corp. With the exception of             
Mr. Costello and Mr. Silver, all of these persons hold or have options          
to acquire stock of FMR Corp. The principal business address of each            
of the Directors of FMR is 82 Devonshire Street, Boston, Massachusetts          
02109.                                                                          
All of the stock of FMR is owned by its parent company, FMR Corp., 82         
Devonshire Street, Boston, Massachusetts 02109, which was organized on          
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the          
predominant owners of a class of shares of common stock, representing           
approximately 49% of the voting power of FMR Corp., and, therefore,             
under the 1940 Act may be deemed to form a controlling group with               
respect to FMR Corp.                                                            
During the period December 1, 1996 through June 30, 1998, no                  
transactions were entered into by Trustees and nominees as Trustee of           
the trust involving more than 1% of the voting common, non-voting               
common and equivalent stock, or preferred stock of FMR Corp.                    
ACTIVITIES AND MANAGEMENT OF FMR U.K. AND FMR FAR EAST                          
FMR U.K. and FMR Far East are wholly-owned subsidiaries of FMR formed         
in 1986 to provide research and investment advice with respect to               
companies based outside the United States for certain funds for which           
FMR acts as investment adviser. FMR may also grant the sub-advisers             
investment management authority as well as authority to buy and sell            
securities for certain of the funds for which it acts as investment             
adviser, if FMR believes it would be beneficial to a fund.                      
Funds with investment objectives similar to Fidelity Advisor                  
Intermediate Bond Fund managed by FMR with respect to which FMR                 
currently has sub-advisory agreements with either FMR U.K. or FMR Far           
East, and the net assets of each of these funds, are indicated in the           
Table of Average Net Assets and Expense Ratios in Exhibit 4 beginning           
on page .                                                                       
The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,          
Chairman, and Robert C. Pozen, President. Mr. Johnson 3d also is                
President and a Trustee of the trust and other funds advised by FMR;            
Chairman and a Director of Fidelity Investments Money Management, Inc.          
(FIMM); Chairman, Chief Executive Officer, President, and a Director            
of FMR Corp., and a Director and Chairman of the Board and of the               
Executive Committee of FMR. In addition, Mr. Pozen is Senior Vice               
President and a Trustee of the trust and of other funds advised by              
FMR; President and a Director of FMR; and President and a Director of           
FIMM. Each of the Directors is a stock holder of FMR Corp. The                  
principal business address of the Directors is 82 Devonshire Street,            
Boston, Massachusetts 02109.                                                    
PRESENT MANAGEMENT CONTRACT                                                     
Fidelity Advisor Intermediate Bond Fund employs FMR to furnish                
investment advisory and other services. Under 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 and state laws;                 
developing management and shareholder services for the fund; and                
furnishing reports, evaluations, and analyses on a variety of subjects          
to the Trustees. Services provided by affiliates of FMR will continue           
under the proposed management contract described in proposal 5.                 
In addition to the management fee payable to FMR, each class of               
Fidelity Advisor Intermediate Bond Fund pays transfer agent fees to             
Fidelity Investments Institutional Operations Company, Inc. (FIIOC),            
an affiliate of FMR. Fidelity Advisor Intermediate Bond Fund pays               
pricing and bookkeeping fees to Fidelity Service Company, Inc. (FSC)            
on behalf of each class    of the fund    . Although the fund's                 
current management contract provides that the fund will pay for                 
typesetting, printing, and mailing prospectuses, statements of                  
additional information, notices and reports to shareholders, the                
trust, on behalf of the fund has entered into a revised transfer agent          
agreement with FIIOC pursuant to which FIIOC bears the costs of                 
providing these services to existing shareholders of the applicable             
classes. Other expenses paid by Fidelity Advisor Intermediate Bond              
Fund include interest, taxes, brokerage commissions, and the fund's             
proportionate share of insurance premiums and Investment Company                
Institute dues. Fidelity Advisor Intermediate Bond 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.                                                                     
Transfer agent fees, including reimbursement for out-of-pocket                
expenses, paid to FIIOC by the applicable class of Fidelity Advisor             
Intermediate Bond Fund for fiscal 1997 amounted to $7,   231     for            
Class A, $521,357 for Class T, $50,467 for Class B, $25 for Class C,            
and $297,456 for Institutional Class. Pricing and bookkeeping fees,             
including reimbursement for out-of-pocket expenses, paid to FSC by              
Fidelity Advisor Intermediate Bond Fund for fiscal 1997 amounted to             
$195,556.                                                                       
Fidelity Advisor Intermediate Bond Fund also has a distribution               
agreement with FDC, a Massachusetts corporation organized on July 18,           
1960. FDC is a broker-dealer registered under the Securities Exchange           
Act of 1934 and is a member of the National Association of Securities           
Dealers, Inc. The distribution agreement 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. Sales charge revenue paid to, and           
retained by, FDC for fiscal 1997    for Class A and Class T of                  
Fidelity Advisor Intermediate Bond Fund     amounted to the following:          
PAID TO FDC            RETAINED BY FDC                                          

CLASS T      CLASS A   CLASS T          CLASS A                                 

$109,296     $68,475   $31,882          $24,480                               

FDC collected deferred sales charge revenue on the fund's Class B             
shares during fiscal 1997 of $68,602. When shares subject to a                  
deferred sales charge are sold, FDC pays commissions from its own               
resources to dealers through which the sales are made. In addition,             
during fiscal 1997     FDC received from    each of the fund's classes          
of shares     fees pursuant to    each class's     Distribution and             
Service Plan under Rule 12b-1 as follows:                                       
12B-1 FEES                          
PAID TO FDC                         

CLASS A               $ 3,177                                                 

CLASS T               $ 655,179                                               

CLASS B               $ 176,588                                               

CLASS C               $ 55                                                    

INSTITUTIONAL CLASS   $ 0                                                     

Currently, the full amount of distribution fees paid by Class A and           
Class T under their respective Distribution and Service Plans is                
reallowed to investment professionals (including FDC) as compensation           
for their services in connection with the distribution of Class A or            
Class T shares, as applicable, and for providing support services to            
Class A or Class T shareholders, as applicable, based upon the level            
of services provided.                                                           
Currently, the full amount of distribution fees paid by Class B under         
its Distribution and Service Plan is retained by FDC as compensation            
for its services and expenses in connection with the distribution of            
Class B shares, and the full amount of service fees paid by Class B             
under its Distribution and Service Plan is reallowed to investment              
professionals (including FDC) for providing personal service to and/or          
maintenance of Class B shareholder accounts.                                    
Currently and except as provided below, for the first year of           
investment, the full amount of distribution fees paid by Class C is             
retained by FDC as compensation for its services and expenses in                
connection with the distribution of Class C shares, and the full                
amount of service fees paid by Class C is retained by FDC for                   
providing personal service to and/or maintenance of Class C                     
shareholder accounts. Normally, after the first year of investment,             
the full amount of the distribution fees paid by Class C is reallowed           
to investment professionals (including FDC) as compensation for their           
services in connection with the distribution of Class C shares, and             
the full amount of service fees paid by Class C is reallowed to                 
investment professionals (including FDC) for providing personal                 
service and/or maintenance of Class C shareholder accounts. For                 
purchases of Class C shares made for an employee benefit plan during            
the first year of investment and thereafter, the full amount of                 
distribution fees and service fees paid by such Class C shares is               
reallowed to investment professionals (including FDC) as compensation           
for their services in connection with the distribution of Class C               
shares and for providing personal service to and/or maintenance of              
Class C shareholder accounts.                                                   
FMR is the fund's manager pursuant to a management contract dated             
January 1, 1995, which was approved by shareholders on December 14,             
1994.    For the fund, shareholder approval had been requested to               
modify the group fee portion of the management fee to provide for               
lower rates if FMR's assets under management remain above $120                  
billion. The approved management contract also raised the individual            
fund fee rate from 0.25% to 0.30%.                                              
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 and is calculated on a cumulative basis pursuant to the               
graduated fee rate schedule shown below on the left. The schedule               
below on the right shows the effective annual group fee rate at                 
various asset levels, which is the result of cumulatively applying the          
annualized rates on the left. For example, the effective annual fee             
rate at $543 billion of group net assets - the approximate level for            
November 1997 - was .1376%, which is the weighted average of the                
respective fee rates for each level of group net assets up to $543              
billion.                                                                        
On January 1, 1996, FMR voluntarily modified the breakpoints in the             
group fee rate schedule. The revised group fee rate schedule, depicted          
below, provides for lower management fee rates as FMR's assets under            
management increase.                                                            
GROUP FEE RATE SCHEDULE  EFFECTIVE ANNUAL FEE RATES                             

AVERAGE GROUP           ANNUALIZED   GROUP NET  EFFECTIVE                       
ASSETS                  RATE         ASSETS     ANNUAL FEE                      
                    RATE

0     -    $3 BILLION  0.3700%   $ 0.5 BILLION  0.3700%                         

3     -    6           0.3400     25            0.2664                          

6     -    9           0.3100     50            0.2188                          

9     -    12          0.2800     75            0.1986                          

12    -    15          0.2500     100           0.1869                          

15    -    18          0.2200     125           0.1793                          

18    -    21          0.2000     150           0.1736                          

21    -    24          0.1900     175           0.1690                          

24    -    30          0.1800     200           0.1652                          

30    -    36          0.1750     225           0.1618                          

36    -    42          0.1700     250           0.1587                          

42    -    48          0.1650     275           0.1560                          

48    -    66          0.1600     300           0.1536                          

66    -    84          0.1550     325           0.1514                          

84    -    120         0.1500     350           0.1494                          

120   -    156         0.1450     375           0.1476                          

156   -    192         0.1400     400           0.1459                          

192   -    228         0.1350     425           0.1443                          

228   -    264         0.1300     450           0.1427                          

264   -    300         0.1275     475           0.1413                          

300   -    336         0.1250     500           0.1399                          

336   -    372         0.1225     525           0.1385                          

372   -    408         0.1200     550           0.1372                          

408   -    444         0.1175                                                   

444   -    480         0.1150                                                   

480   -    516         0.1125                                                   

OVER       516         0.1100                                                   

The fund's individual fund fee rate is 0.30%. Based on the average            
group net assets of the funds advised by FMR for November 1997, the             
fund's annual management fee rate would be calculated as follows:               
GROUP FEE RATE       INDIVIDUAL FUND        MANAGEMENT FEE RATE                 
FEE RATE                              

0.1376%         +    0.30%             =    0.4376%                             

One-twelfth of this annual management fee basic fee rate is applied           
to the fund's net assets averaged for the most recent month, giving a           
dollar amount, which is the fee for that month.                                 
During fiscal 1997, FMR received $2,095,786 for its services as               
investment adviser to the fund. This fee was equivalent to 0.44% of             
the average net assets of the fund.                                             
FMR may, from time to time, agree to reimburse all or a portion of a          
class's total operating expenses (exclusive of interest, taxes,                 
brokerage commissions, and extraordinary expenses). 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.                                                                           
As of August 30, 1996, July 1, 1995, January 1, 1996, November 1,       
1997, and July 1, 1995,     FMR voluntarily agreed, subject to                  
revision or termination, to reimburse    C    lass    A, T, B, C, and           
Institutional Class, respectively,     of the fund to the extent that           
its total operating expenses, as a percentage of its respective                 
average net assets exceed the following rates:                                  
       CLASS A  CLASS T  CLASS B  CLASS C  INSTITUTIONAL
                                   CLASS

INTERMEDIATE BOND  0.90%    1.00%    1.65%    1.75%    0.75%                    

SUB-ADVISORY AGREEMENTS                                                         
On behalf of Fidelity Advisor Intermediate Bond Fund, FMR has entered         
into sub-advisory agreements with FMR U.K and FMR Far East. Pursuant            
to the sub-advisory agreements, FMR may receive investment advice and           
research services outside the United States from the sub-advisers. On           
behalf of Fidelity Advisor Intermediate Bond Fund, FMR may also 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 funds. The fund's sub-advisory agreements, each               
dated January 1, 1995, were approved by shareholders on December 14,            
1994.                                                                           
Currently, FMR U.K. and FMR Far East each focus on issuers in                 
countries other than the United States such as those in Europe, Asia,           
and the Pacific Basin.                                                          
FMR U.K. and FMR Far East, which were organized in 1986, are wholly           
owned subsidiaries of FMR. Under the sub-advisory agreements FMR pays           
the fees of FMR U.K. and FMR Far East. For providing non-discretionary          
investment advice and research services, FMR pays FMR U.K. and FMR Far          
East fees equal to 110% and 105%, respectively, of FMR U.K.'s and FMR           
Far East's costs incurred in connection with providing investment               
advice and research services.                                                   
For providing discretionary investment management and executing               
portfolio transactions, FMR pays FMR U.K. and FMR Far East a fee equal          
to 50% of its monthly management fee rate with respect to the fund's            
average net assets managed by the sub-adviser on a discretionary                
basis.                                                                          
For the fiscal year ended November 30, 1997, no fees were paid by FMR         
to FMR U.K. and FMR Far East on behalf of the fund.                             
PORTFOLIO TRANSACTIONS                                                          
All orders for the purchase or sale of portfolio securities are               
placed on behalf of each fund by FMR pursuant to authority contained            
in the fund's management contract.                                              
FMR may place agency transactions with National Financial Services            
Corporation (NFSC) and Fidelity Brokerage Services (Japan), LLC                 
(FBSJ), indirect subsidiaries of FMR Corp., if the commissions are              
fair, reasonable, and comparable to commissions charged by                      
non-affiliated, qualified brokerage firms for similar services. Prior           
to December 9, 1997, FMR used research services provided by and placed          
agency transactions with Fidelity Brokerage Services (FBS), an                  
indirect subsidiary of FMR Corp.                                                
For fiscal year 1997   , Fidelity Advisor Intermediate Bond Fund and          
Fidelity Institutional Short-Intermediate Government Fund paid no               
brokerage commissions to affiliated brokers. During fiscal 1997,                
Fidelity Real Estate High Income Fund paid brokerage commissions of             
$1,280 to FBS. During fiscal 1997, this amounted to approximately               
7.70% of the aggregate brokerage commissions paid by the fund.                  
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS                                     
The trust does not hold annual shareholder meetings. Shareholders             
wishing to submit proposals for inclusion in a proxy statement for a            
subsequent shareholder meeting should send their written proposals to           
the Secretary of the Trust, 82 Devonshire Street, Boston,                       
Massachusetts 02109.                                                            
NOTICE TO BANKS, BROKER-DEALERS AND                                             
VOTING TRUSTEES AND THEIR NOMINEES                                              
Please advise the trust, in care of Client Services at 1-800-843-3001         
(Fidelity Advisor Intermediate Bond Fund and Fidelity Institutional             
Short-Intermediate Government Fund) or 1-617-563-6414 (Fidelity Real            
Estate High Income Fund), whether other persons are beneficial owners           
of shares for which proxies are being solicited and, if so, the number          
of copies of the Proxy Statement and Annual Reports you wish to                 
receive in order to supply copies to the beneficial owners of the               
respective shares.                                                              
Vote this proxy card TODAY!  Your prompt response will                          
save Fidelity Institutional Short-Intermediate Government Fund the              
expense of additional mailings.                                                 
Return the proxy card in the enclosed envelope or mail to:                      
FIDELITY INVESTMENTS                                                            
Proxy Department                                                                
P.O. Box 9107                                                                   
Hingham, MA 02043-9848                                                          
PLEASE DETACH AT PERFORATION BEFORE MAILING.                                    
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FIDELITY ADVISOR SERIES IV: FIDELITY INSTITUTIONAL SHORT-INTERMEDIATE           
GOVERNMENT FUND                                                                 
PROXY SOLICITED BY THE TRUSTEES                                                 
The undersigned, revoking previous proxies, hereby appoint(s) Edward            
C. Johnson 3d, Eric D. Roiter, Donald J. Kirk, or any one or more of            
them, attorneys, with full power of substitution, to vote all shares            
of Fidelity Advisor Series IV: Fidelity Institutional                           
Short-Intermediate Government Fund which the undersigned is entitled            
to vote at the Special Meeting of Shareholders of the fund to be held           
at the office of the trust at 82 Devonshire St., Boston, MA 02109, on           
October 7, 1998 at 9:00 a.m. and at any adjournments thereof.  All              
powers may be exercised by a majority of said proxy holders or                  
substitutes voting or acting or, if only one votes and acts, then by            
that one.  This Proxy shall be voted on the proposals described in the          
Proxy Statement as specified on the reverse side.  Receipt of the               
Notice of the Meeting and the accompanying Proxy Statement is hereby            
acknowledged.                                                                   
NOTE: Please sign exactly as your name appears on this Proxy.  When             
signing in a fiduciary capacity, such as executor, administrator,               
trustee, attorney, guardian, etc., please so indicate.  Corporate and           
partnership proxies should be signed by an authorized person                    
indicating the person's title.                                                  
Date                                        _____________, 1998                 
_______________________________________                                         
_______________________________________                                         
Signature(s) (Title(s), if applicable)                              
PLEASE SIGN, DATE, AND RETURN                                               
PROMPTLY IN ENCLOSED ENVELOPE                                                   
cusip # 315809400/fund# 662                                             

Please refer to the Proxy Statement discussion of each of these                 
matters.                                                                        
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE                   
PROPOSALS.                                                                      
As to any other matter, said attorneys shall vote in accordance with            
their best judgment.                                                            
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:              
---------------------------------------------------------------------           
-------------------------                                                       

                                                        [Enlarge/Download Table]

                                                                                            
1. TO ELECT THE TWELVE NOMINEES SPECIFIED BELOW AS    [  ] FOR ALL         [  ]          1. 
   TRUSTEES:  RALPH F. COX, PHYLLIS BURKE DAVIS,     NOMINEES LISTED       WITHHOLD         
   ROBERT M. GATES, EDWARD C. JOHNSON 3D, E.         (EXCEPT AS MARKED TO  AUTHORITY TO     
   BRADLEY JONES, DONALD J. KIRK, PETER S. LYNCH,    THE CONTRARY BELOW).  VOTE FOR ALL     
   WILLIAM O. MCCOY, GERALD C. MCDONOUGH, MARVIN                           NOMINEES.        
   L. MANN, ROBERT C. POZEN, AND THOMAS R.                                                  
   WILLIAMS.                                                                                

   (INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE FOR                                         
   ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF                                          
   THE NOMINEE(S) ON THE LINE BELOW.)                                                       


_____________________________________________________________________           
________________________                                                        

                                                        [Enlarge/Download Table]

                                                                                                  
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS      FOR [  ]  AGAINST [  ]  ABSTAIN [ ]  2. 
   LLP AS INDEPENDENT ACCOUNTANTS OF THE FUNDS.                                                   

3. TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND      FOR [  ]  AGAINST [  ]  ABSTAIN [ ]  3. 
   RESTATED DECLARATION OF TRUST.                                                                 

6. TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION         FOR [  ]  AGAINST [  ]  ABSTAIN [ ]  6. 
   CONCERNING DIVERSIFICATION FOR FIDELITY INSTITUTIONAL                                          
   SHORT-INTERMEDIATE GOVERNMENT FUND.                                                            


ISIG-PXC-0898    cusip # 315809400/fund# 662                                    

EXHIBIT 1                                                                       
FORM OF AMENDED AND RESTATED DECLARATION OF TRUST                               
The language to be added to the current Declaration of Trust is               
((underlined)), and the language to be deleted is set forth in                  
[brackets]. Headings that were underlined in the trust's current                
Declaration of Trust remain underlined in this Exhibit.                         
AMENDED AND RESTATED DECLARATION OF TRUST                                       
[MARCH 16, 1995]                                                                
AMENDED AND RESTATED DECLARATION OF TRUST, made [March]((______,              
))[16,] 199((_))[1995] by each of the Trustees whose signature is               
affixed hereto (the "Trustees").                                                
WHEREAS, the Trustees desire to amend and restate this Declaration of         
Trust for the sole purpose of supplementing the Declaration ((of                
Trust)) to incorporate amendments duly adopted; and                             
WHEREAS, this Trust was initially made on May 6, 1983 by Edward C.            
Johnson 3d, Caleb Loring, Jr., and Frank Nesvet in order to establish           
a trust fund for the investment and reinvestment of funds contributed           
thereto;                                                                        
NOW, THEREFORE, the Trustees declare that all money and property              
contributed to the trust fund hereunder shall be held and managed in            
[Trust](( trust  ))under this Amended and Restated Declaration of               
Trust as herein set forth below.                                                
ARTICLE I                                                                       
NAME AND DEFINITIONS                                                            
NAME                                                                            
Section 1. This Trust shall be known as "Fidelity Advisor Series IV".         
DEFINITIONS                                                                     
Section 2. Wherever used herein, unless otherwise required by the             
context or specifically provided:                                               
[(a) The Terms "Affiliated Person", "Assignment", "Commission",               
"Interested Person", "Majority Shareholder Vote" (the 67% or 50%                
requirement of the third sentence of Section 2(a)(42) of the 1940 Act,          
whichever may be applicable) and "Principal Underwriter" shall have             
the meanings given them in the 1940 Act, as amended from time to                
time;]                                                                          
(((a) The terms "Affiliated Person," "Assignment," "Commission,"              
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%                
requirement of the third sentence of Section 2(a)(42) of the 1940 Act,          
whichever may be applicable), and "Principal Underwriter" shall have            
the meanings given them in the 1940 Act, as modified by or interpreted          
by any applicable order or orders of the Commission or any rules or             
regulations adopted or interpretative releases of the Commission                
thereunder;))                                                                   
[(b) The "Trust" refers to Fidelity Advisor Series IV and reference           
to the Trust when applicable to one or more series of the Trust, shall          
refer to any such series;]                                                      
(( (b) "Bylaws" shall mean the bylaws of the Trust, if any, as                
amended from time to time;))                                                    
(( (c) "Class" refers to the class of Shares of a Series of the Trust         
established in accordance with the provisions of Article III;))                 
(( (d) "Declaration of Trust" means this Amended and Restated                 
Declaration of Trust, as further amended or restated, from time to              
time;))                                                                         
[(c)](( (e) ))"Net Asset Value" means the net asset value of each             
Series of the Trust(( or Class thereof ))determined in the manner               
provided in Article X, Section 3;                                               
[(d)](( (f) ))"Shareholder" means a record owner of Shares of the             
Trust;                                                                          
[(e) The "Trustees" refer to the individual trustees in their                 
capacity as trustees hereunder of the Trust and their successor or              
successors for the time being in office as such trustee or trustees;]           
[(f)](( (g) ))"Shares" means the equal proportionate transferable             
units of interest into which the beneficial interest of the Trust or            
each Series shall be divided from t   ime to tim    e, including such           
[class](( Class ))or [classes](( Classes ))of [shares] ((Shares ))as            
the Trustees may from time to time create and establish(( and                   
))including fractions of Shares as well as whole Shares ((as                    
))consistent with the requirements of Federal and/or state securities           
laws;                                                                           
[(g) The "1940 Act" refers to the Investment Company Act of 1940, as          
amended from time to time; and]                                                 
(h) "Series" refers to ((any ))series of Shares of the Trust                  
established in accordance with the provisions of Article III;                   
(( (i) "Trust" refers to Fidelity Advisor Series IV and reference to          
the Trust, when applicable to one or more Series of the Trust, shall            
refer to any such Series;                                                       
(j) "Trustees" refer to the individual trustees in their capacity as          
trustees hereunder of the Trust and their successor or successors for           
the time being in office as such trustee or trustees; and                       
(k) "1940 Act" refers to the Investment Company Act of 1940, as               
amended from time to time. ))                                                   
ARTICLE II                                                                      
PURPOSE OF TRUST                                                                
The purpose of this Trust is to provide investors a continuous source         
of managed investment in securities.                                            
ARTICLE III                                                                     
BENEFICIAL INTEREST                                                             
SHARES OF BENEFICIAL INTEREST                                                   
Section 1. The beneficial interest in the Trust shall be divided into         
such transferable Shares of one or more separate and distinct Series            
or [classes](( Classes of Series ))as the Trustees [shall](( shall,             
))from time to [time](( time, ))create and establ   ish. The                    
nu    mber of ((authorized ))Shares(( of each Series, and Class                 
thereof, ))is [unlimited and each](( unlimited. Each ))Share shall be           
without par value and shall be fully paid and nonassessable. The                
Trustees shall have full power and authority, in their sole                     
discretion, and without obtaining any prior authorization or vote of            
the    Shareholder    s [or] ((of)) any Series or [class] ((Class))             
[of Shareholders] of the Trust[,] (((a) ))to create and establish (and          
to change in any manner) Shares or any Series or [classes] ((Classes            
))thereof with such preferences, voting powers, rights, and privileges          
as the Trustees may, from time to [time determine,] ((time, determine;          
(b) ))to divide or combine the Shares or any Series or [classes]                
((Classes ))thereof into a greater or lesser [number,] ((number; (c)            
))to classify or reclassify any issued Shares    into one or more               
Series     ((or Classes))    of     [Shares,]        ((Shares; (d)              
))to abolish any one or more     Series or [classes] ((Classes)) of       
[Shares,] ((Shares;)) and (((e) ))to take such other action with                
respect to the Shares as the Trustees may deem desirable.                       
[ESTABLISHMENT OF SERIES]                                                       
((ESTABLISHMENT OF SERIES AND CLASSES))                                         
Section 2. The establishment of any Series(( or Class thereof ))shall         
be effective upon the adoption of a resolution by a majority of the             
then Trustees setting forth such establishment and designation and the          
relative rights and preferences of the Shares of such Series ((or               
Class)). At any time that there are no Shares outstanding of any                
particular Series ((or Class)) previously established and designated,           
the Trustees may by a majority vote abolish [that] ((such)) Series              
((or Class)) and the establishment and designation thereof.                     
OWNERSHIP OF SHARES                                                             
Section  3. The ownership of Shares shall be recorded in the books of         
the Trust ((or a transfer or similar agent)). The Trustees may make             
such rules as they consider appropriate for the transfer of Shares and          
similar matters. The record books of ((the Trust as kept by)) the               
Trust ((or by any transfer or similar agent, as the case may be,))              
shall be conclusive as to who are the holders of Shares and as to the           
number of Shares held from time to time by each Shareholder.                    
INVESTMENT IN THE TRUST                                                         
Section 4. The Trustees shall accept investments in the Trust from            
such persons and on such terms as they may, from time to time,                  
authorize. Such investments may be in the form of cash((,                       
securities,)) or [securities] ((other property)) in which the                   
appropriate Series is authorized to invest, valued as provided in               
Article X, Section 3. After the date of the initial contribution of             
capital, the number of Shares to represent the initial contribution             
may in the Trustees' discretion be considered as outstanding((,)) and           
the amount received by the Trustees on [the] account of the                     
contribution shall be treated as an asset of the Trust. Subsequent              
investments in the Trust shall be credited to each Shareholder's                
account in the form of full Shares at the Net Asset Value per Share             
next determined after the investment is received; provided, however,            
that th    e Trustees may, in their sole ((discretion)) [,] (a)           
impose a sales charge ((or other fee)) upon investments in the Trust            
((or Series or any Classes thereof,)) and (b) issue fractional Shares.          
[ASSETS AND LIABILITIES OF SERIES]                                              
((ASSETS AND LIABILITIES OF SERIES AND CLASSES))                                
[Section 5. All consideration received by the Trust for the issue or          
sale of Shares of a particular Series, together with all assets in              
which such consideration is invested or reinvested, all income,                 
earnings, profits, and proceeds thereof, including any proceeds                 
derived from the sale, exchange or liquidation of such assets, and any          
funds or payments derived from any reinvestment of such proceeds in             
whatever form the same may be, shall be referred to as "assets                  
belonging to" that Series. In addition any assets, income, earnings,            
profits, and proceeds thereof, funds, or payments which are not                 
readily identifiable as belonging to any particular Series shall be             
allocated by the Trustees between and among one or more of the Series           
in such manner as they, in their sole discretion, deem fair and                 
equitable. Each such allocation shall be conclusive and binding upon            
the Shareholders of all Series for all purposes, and shall be referred          
to as assets belonging to that Series. The assets belonging to a                
particular Series shall be so recorded upon the books of the Trust,             
and shall be held by the Trustees in trust for the benefit of the               
holders of Shares of that Series. The assets belonging to each                  
particular Series shall be charged with the liabilities of that Series          
and all expenses, costs, charges and reserves attributable to that              
Series. Any general liabilities, expenses, costs, charges or reserves           
of the Trust which are not readily identifiable as belonging to any             
particular Series shall be allocated and charged by the Trustees                
between or among any one or more of the Series in such manner as the            
Trustees in their sole discretion deem fair and equitable. Each such            
allocation shall be conclusive and binding upon the Shareholders of             
all Series for all purposes. Any creditor of any Series may look only           
to the assets of that Series to satisfy such creditor's debt.]                  
((Section 5. All consideration received by the Trust for the issue or         
sale of Shares of a particular Series, together with all assets in              
which such consideration is invested or reinvested, all income,                 
earnings, profits, and proceeds thereof, including any proceeds                 
derived from the sale, exchange, or liquidation of such assets, and             
any funds or payments derived from any reinvestment of such proceeds            
in whatever form the same may be, shall be referred to as "assets               
belonging to" that Series. In addition, any assets, income, earnings,           
profits, and proceeds thereof, funds, or payments that are not readily          
identifiable as belonging to any particular Series or Class, shall be           
allocated by the Trustees between and among one or more of the Series           
or Classes in such manner as they, in their sole discretion, deem fair          
and equitable. Each such allocation shall be conclusive and binding             
upon the Shareholders of all Series or Classes for all purposes and             
shall be referred to as assets belonging to that Series or Class. The           
assets belonging to a particular Series shall be so recorded upon the           
books of the Trust or of its agent or agents and shall be held by the           
Trustees in trust for the benefit of the holders of Shares of that              
Series.                                                                         
The assets belonging to each particular Series shall be charged with          
the liabilities of that Series and all expenses, costs, charges, and            
reserves attributable to that Series, except that liabilities and               
expenses may, in the Trustees' discretion, be allocated solely to a             
particular Class and, in which case, shall be borne by that Class. Any          
general liabilities, expenses, costs, charges, or reserves of the               
Trust that are not readily identifiable as belonging to any particular          
Series or Class shall be allocated and charged by the Trustees between          
or among any one or more of the Series or Classes in such manner as             
the Trustees, in their sole discretion, deem fair and equitable and             
shall be referred to as "liabilities belonging to" that Series or               
Class. Each such allocation shall be conclusive and binding upon the            
Shareholders of all Series or Classes for all purposes. Any creditor            
of any Series may look only to the assets of that Series to satisfy             
such creditor's debt. No Shareholder or former Shareholder of any               
Series shall have a claim on or any right to any assets allocated or            
belonging to any other Series.))                                                
NO PREEMPTIVE RIGHTS                                                            
Section 6. [The] Shareholders shall have no preemptive or other right         
to subscribe to any additional Shares or other securities issued by             
the Trust or the Trustees.                                                      
[LIMITATION OF PERSONAL LIABILITY]                                              
((STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY))                       
[Section 7. The Trustees shall have no power to bind any Shareholder          
personally or to call upon any Shareholder for the payment of any sum           
of money or assessment whatsoever other than such as the Shareholder            
may at any time personally agree to pay by way of subscription for any          
Shares or otherwise. Every note, bond, contract or other undertaking            
issued by or on behalf of the Trust or the Trustees relating to the             
Trust shall include a recitation limiting the obligation represented            
thereby to the Trust and its assets (but the omission of such a                 
recitation shall not operate to bind any Shareholder).]                         
((Section 7. Shares shall be deemed to be personal property giving            
only the rights provided in this instrument. Every shareholder by               
virtue of having become a shareholder shall be held to have expressly           
assented and agreed to be bound by the terms hereof. No Shareholder of          
the Trust and of each Series shall be personally liable for the debts,          
liabilities, obligations, and expenses incurred by, contracted for, or          
otherwise existing with respect to, the Trust or by or on behalf of             
any Series. The Trustees shall have no power to bind any Shareholder            
personally or to call upon any Shareholder for the payment of any sum           
of money or assessment whatsoever other than such as the Shareholder            
may, at any time, personally agree to pay by way of subscription for            
any Shares or otherwise. Every note, bond, contract, or other                   
undertaking issued by or on behalf of the Trust or the Trustees                 
relating to the Trust or to a Series shall include a recitation                 
limiting the obligation represented thereby to the Trust or to one or           
more Series and its or their assets (but the omission of such a                 
recitation shall not operate to bind any Shareholder or Trustee).))             
ARTICLE IV                                                                      
THE TRUSTEES                                                                    
MANAGEMENT OF THE TRUST                                                         
Section 1. The business and affairs of the Trust shall be managed by          
the Trustees, and they shall have all powers necessary and desirable            
to carry out that responsibility.                                               
[ELECTION: INITIAL TRUSTEES]                                                    
((INITIAL TRUSTEES; ELECTION))                                                  
[Section 2. On a date fixed by the Trustees, the Shareholders shall           
elect not less than three Trustees. A Trustee shall not be required to          
be a Shareholder of the Trust. The initial Trustees shall be Edward C.          
Johnson 3d, Caleb Loring, Jr. and Frank Nesvet and such other                   
individuals as the Board of Trustees shall appoint pursuant to Section          
4 of the Article IV.]                                                           
((Section 2. The initial Trustees shall be at least three individuals         
who shall affix their signatures hereto. On a date fixed by the                 
Trustees, the Shareholders shall elect not less than three Trustees. A          
Trustee shall not be required to be a Shareholder of the Trust.))               
TERM OF OFFICE OF TRUSTEES                                                      
Section 3. The Trustees shall hold office during the lifetime of this         
Trust, and until its termination as hereinafter provided; except (a)            
that any Trustee may resign his trust by written instrument signed by           
him and delivered to the other Trustees, which shall take effect upon           
such delivery or upon such later date as is specified therein; (b)              
that any Trustee may be removed at any time by written instrument,              
signed by at least two-thirds (( (2/3) )) of the number of Trustees             
prior to such removal, specifying the date when such removal shall              
become effective; (c) that any Trustee who requests in writing to be            
retired or who has become incapacitated by illness or injury may be             
retired by written instrument signed by a majority of the other                 
Trustees, specifying the date of his retirement; and (d) a Trustee may          
be removed at any [Special Meeting] ((special meeting)) of the Trust            
by a vote of two-thirds (( (2/3) )) of the outstanding Shares.                  
RESIGNATION AND APPOINTMENT OF TRUSTEES                                         
Section 4. In case of the declination, death, resignation,                    
retirement, [removal, incapacity,] or [inability] ((removal)) of any            
of the Trustees, or in case a vacancy shall, by reason of an increase           
in [number,] ((number of the Trustees,)) or for any other reason,               
exist, the remaining Trustees shall fill such vacancy by appointing             
such other person as they in their discretion shall see fit consistent          
with the limitations under the [Investment Company Act of 1940.]                
((1940 Act.)) Such appointment shall be evidenced by a written                  
instrument signed by a majority of the Trustees in office or by                 
recording in the records of the Trust, whereupon the appointment shall          
take effect. An appointment of a Trustee may be made by the Trustees            
then in office in anticipation of a vacancy to occur by reason of               
retirement, resignation, or increase in number of Trustees effective            
at a later date, provided that said appointment shall become effective          
only at or after the effective date of said retirement, resignation,            
or increase in number of Trustees. As soon as any Trustee so appointed          
shall have accepted this [trust] ((Trust)), the [trust] ((Trust))               
estate shall vest in the new Trustee or Trustees, together with the             
continuing Trustees, without any further act or conveyance, and he              
shall be deemed a Trustee hereunder. The ((foregoing)) power of                 
appointment is subject to the provisions of Section 16(a) of the 1940           
Act((, as modified by or interpreted by any applicable order or orders          
of the Commission or any rules or regulations adopted or                        
interpretative releases of the Commission)).                                    
TEMPORARY ABSENCE OF [TRUSTEE]((TRUSTEES))                                      
Section 5. Any Trustee may, by power of attorney, delegate his power          
for a period not exceeding six (((6) ))months at any one time to any            
other Trustee or Trustees, provided that in no case shall less than             
two Trustees personally exercise the other powers hereunder except as           
herein otherwise expressly provided.                                            
NUMBER OF TRUSTEES                                                              
Section 6. The number of Trustees, not less than three (3) nor more           
than twelve (12), serving hereunder at any time shall be determined by          
the Trustees themselves.                                                        
[Whenever a vacancy in the Board of Trustees shall occur, until such          
vacancy is filled, or while any Trustee is absent from the                      
Commonwealth of Massachusetts or, if not a domiciliary of                       
Massachusetts, is absent from his state of domicile, or is physically           
or mentally incapacitated by reason of disease or otherwise, the other          
Trustees shall have all the powers hereunder and the certificate of             
the other Trustees of such vacancy, absence or incapacity, shall be             
conclusive, provided, however, that no vacancy shall remain unfilled            
for a period longer than six calendar months.]                                  
((Whenever a vacancy in the Board of Trustees shall occur, until such         
vacancy is filled, or while any Trustee is physically or mentally               
incapacitated by reason of disease or otherwise, the other Trustees             
shall have all the powers hereunder and the certificate of the other            
Trustees of such vacancy or incapacity shall be conclusive.))                   
EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE                                 
Section 7. The death, declination, resignation, retirement, removal,          
incapacity, or inability of the Trustees, or any one of them, shall             
not operate to annul the Trust or to revoke any existing agency                 
created pursuant to the terms of this Declaration of Trust.                     
OWNERSHIP OF ASSETS OF THE TRUST                                                
Section 8. The assets of the Trust shall be held separate and apart           
from any assets now or hereafter held in any capacity other than as             
Trustee hereunder by the Trustees or any successor Trustees. All of             
the assets of the Trust shall at all times be considered as vested in           
the Trustees. No Shareholder shall be deemed to have a severable                
ownership in any individual asset of the Trust or any right of                  
partition or possession thereof, but each Shareholder shall have a              
proportionate undivided beneficial interest in the Trust.                       
ARTICLE V                                                                       
POWERS OF THE TRUSTEES                                                          
POWERS                                                                          
Section 1. The Trustees((,)) in all instances, shall act as                   
principals[,] and are and shall be free from the control of the                 
Shareholders. The Trustees shall have full power and authority to do            
any and all acts and to make and execute any and all contracts and              
instruments that they may consider necessary or appropriate in                  
connection with the management of(( the Trust. Except as otherwise              
provided herein or in the 1940 Act, ))the [Trust. The] Trustees shall           
not in any way be bound or limited by present or future laws or                 
customs in regard to trust investments, but shall have full authority           
and power to make any and all investments [which] ((that)) they, in             
their [uncontrolled] discretion, shall deem proper to accomplish the            
purpose of this Trust. Subject to any applicable limitation in [the]            
((this)) Declaration of Trust or the Bylaws of the Trust, ((if any,             
))the Trustees shall have power and authority:                                  
(a)  To invest and reinvest cash and other property, and to hold cash         
or other property [uninvested, without] ((uninvested without,)) in any          
event, being bound or limited by any present or future law or custom            
in regard to investments by Trustees, and to sell, exchange, lend,              
pledge, mortgage, hypothecate, write options on((,)) and lease any or           
all of the assets of the Trust.                                                 
(b)  To adopt Bylaws not inconsistent with this Declaration of Trust          
providing for the conduct of the business of the Trust and to amend             
and repeal them to the extent that they do not reserve that right to            
the Shareholders.                                                               
(c)  To elect and remove such officers and appoint and terminate such         
agents as they consider appropriate.                                            
[(d) To employ a bank or trust company as custodian of any assets of          
the Trust subject to any conditions set forth in this Declaration of            
Trust or in the Bylaws, if any.]                                                
(( (d)  To employ one or more banks, trust companies, companies that          
are members of a national securities exchange, or other entities                
permitted under the 1940 Act, as modified by or interpreted by any              
applicable order or orders of the Commission or any rules or                    
regulations adopted or interpretative releases of the Commission                
thereunder, as custodians of any assets of the Trust subject to any             
conditions set forth in this Declaration of Trust or in the Bylaws, if          
any.))                                                                          
(e)  To retain a transfer agent and Shareholder servicing agent, or           
both.                                                                           
(f)  To provide for the distribution of interests of the Trust either         
through a [principal underwriter] ((Principal Underwriter ))in the              
manner hereinafter provided for or by the Trust itself, or both.                
(g)  To set record dates in the manner hereinafter provided for.              
(h)  To delegate such authority as they consider desirable to any             
officers of the Trust and to any [agent, custodian] ((investment                
adviser, manager, custodian, underwriter,)) or [underwriter.]((other            
agent or independent contractor.))                                              
(i)  To sell or exchange any or all of the assets of the Trust,               
subject to the provisions of Article XII, Section [4(b)] ((4)) hereof.          
(j)  To vote or give assent[,] or exercise any rights of ownership[,]         
with respect to stock or other securities or property; and to execute           
and deliver powers of attorney to such person or persons as the                 
Trustees shall deem proper, granting to such person or persons such             
power and discretion with relation to securities or property as the             
Trustees shall deem proper.                                                     
(k)  To exercise powers and rights of subscription or otherwise which         
in any manner arise out of ownership of securities.                             
(l)  To hold any security or property in a form not indicating any            
trust, whether in bearer, unregistered((,)) or other negotiable form;           
or either in its own name or in the name of a custodian or a nominee            
or [nominees, subject in either case to proper safeguards according to          
the usual practice of Massachusetts trust companies or investment               
companies.]((nominees.))                                                        
[(m) To establish separate and distinct Series with separately                
defined investment objectives and policies and distinct investment              
purposes in accordance with the provisions of Article III.]                     
(( (m) To establish separate and distinct Series with separately              
defined investment objectives and policies and distinct investment              
purposes in accordance with the provisions of Article III and to                
establish Classes of such Series having relative rights, powers, and            
duties as the Trustees may provide consistent with applicable laws.))           
(n)  To allocate assets, liabilities((,)) and expenses of the Trust           
to a particular Series ((or Class, as appropriate, ))or to apportion            
the same between or among two or more [Series,] ((Series or Classes,            
as appropriate, ))provided that any liabilities or expenses incurred            
by a particular Series ((or Class)) shall be payable solely out of the          
assets belonging to that Series as provided for in Article III.                 
(o)  To consent to or participate in any plan for the reorganization,         
consolidation((, ))or merger of any corporation or concern, any                 
security of which is held in the Trust; to consent to any contract,             
lease, mortgage, purchase, or sale of property by such corporation or           
concern, and to pay calls or subscriptions with respect to any                  
security held in the Trust.                                                     
(p)  To compromise, arbitrate, or otherwise adjust claims in favor of         
or against the Trust or any matter in controversy((,)) including, but           
not limited to, claims for taxes.                                               
(q)  To make distributions of income and of capital gains to                  
Shareholders in the manner hereinafter provided for.                            
(r)  To borrow money, and to pledge, mortgage, or hypothecate the             
assets of the Trust, subject to ((the)) applicable [limitations]                
((requirements)) of the 1940 Act.                                               
(s)  To establish, from time to time, a minimum total investment for          
Shareholders[,] and to require the redemption of the Shares of any              
Shareholders whose investment is less than such minimum upon giving             
notice to such Shareholder.                                                     
(( (t)  To operate as and carry on the business of an investment              
company and to exercise all the powers necessary and appropriate to             
the conduct of such operations.                                                 
(u)  To interpret the investment policies, practices or limitations           
of any Series.                                                                  
(v)  In general to carry on any other business in connection with or          
incidental to any of the foregoing powers, to do everything necessary,          
suitable or proper for the accomplishment of any purpose or the                 
attainment of any object or the furtherance of any power hereinbefore           
set forth, either alone or in association with others, and to do every          
other act or thing incidental or appurtenant to or growing out of or            
connected with the aforesaid business or purposes, objects or                   
powers.))                                                                       
[(t)] (( (w) )) Notwithstanding any other provision hereof, to invest         
all of the assets of any [series] (( Series ))in a single open-end              
investment company, including investment by means of transfer of such           
assets in exchange for an interest or interests in such investment              
company.                                                                        
((The foregoing clauses shall be construed both as objects and                
powers, and the foregoing enumeration of specific powers shall not be           
held to limit or restrict in any manner the general powers of the               
Trustees. Any action by one or more of the Trustees in their capacity           
as such hereunder shall be deemed an action on behalf of the Trust or           
the applicable Series and not an action in an individual capacity.              
The Trustees shall not be limited to investing in obligations                 
maturing before the possible termination of the Trust or any Series or          
Class thereof.))                                                                
No one dealing with the Trustees shall be under any obligation to             
make any inquiry concerning the authority of the Trustees, or to see            
to the application of any payments made or property transferred to the          
Trustees or upon their order.                                                   
TRUSTEES AND OFFICERS AS SHAREHOLDERS                                           
Section 2. Any Trustee, officer or other agent of the Trust may               
acquire, own and dispose of Shares to the same extent as if he were             
not a Trustee, officer or agent; and the Trustees may issue and sell            
or cause to be issued and sold Shares to and buy such Shares from any           
such person of any firm or company in which he is interested, subject           
only to the general limitations herein contained as to the sale and             
purchase of such Shares; and all subject to any restrictions which may          
be contained in the Bylaws((, if any.))                                         
ACTION BY THE TRUSTEES                                                          
Section 3. [The] ((Except as otherwise provided herein or in the 1940         
Act, the ))Trustees shall act by majority vote at a meeting duly                
called or by unanimous written consent without a meeting or by                  
telephone consent provided a quorum of Trustees participate in any              
such telephonic meeting, unless the 1940 Act requires that a                    
particular action be taken only at a meeting [of] ((at which)) the              
Trustees ((are present in person)). At any meeting of the Trustees, a           
majority of the Trustees shall constitute a quorum. Meetings of the             
Trustees may be called orally or in writing by the Chairman of the              
Trustees or by any two other Trustees. Notice of the time, date((,))            
and place of all meetings of the Trustees shall be given by the party           
calling the meeting to each Trustee by telephone((, telefax,                    
telegram,)) or [telegram] ((other electro-mechanical means)) sent to            
his home or business address at least twenty-four (( (24) )) hours in           
advance of the meeting or by written notice mailed to his home or               
business address at least seventy-two (( (72) )) hours in advance of            
the meeting. Notice need not be given to any Trustee who attends the            
meeting without objecting to the lack of notice or who executes a               
written waiver of notice with respect to the meeting. Subject to the            
requirements of the 1940 Act, the Trustees by majority vote may                 
delegate to any one of their number their authority to approve                  
particular matters or take particular actions on behalf ((of the                
Trust. Written consents or waivers of Trustees may be executed in one           
or more counterparts. Execution)) of ((a written consent or waiver and          
delivery thereof to)) the [Trust.]((Trust may be accomplished by                
telefax or other electro-mechanical means.))                                    
CHAIRMAN OF THE TRUSTEES                                                        
Section 4. The Trustees may appoint one of their number to be                 
Chairman of the Board of Trustees. The Chairman shall preside at all            
meetings of the Trustees, shall be responsible for the execution of             
policies established by the Trustees and the administration of the              
Trust, and may be the chief executive, financial and accounting                 
officer of the Trust.                                                           
ARTICLE VI                                                                      
EXPENSES OF THE TRUST                                                           
TRUSTEE REIMBURSEMENT                                                           
Section 1. Subject to the provisions of Article III, Section 5, the           
Trustees shall be reimbursed from the [trust] ((Trust)) estate or the           
assets belonging to the appropriate Series for their expenses and               
disbursements, including, without limitation, fees and expenses of              
Trustees who are not Interested Persons of the [Trust,] ((Trust;                
))interest expense, taxes, fees and commissions of every [kind,]                
((kind;)) expenses of pricing Trust portfolio [securities,]                     
((securities;)) expenses of issue, repurchase and redemption of shares          
including expenses attributable to a program of periodic repurchases            
or redemptions, expenses of registering and qualifying the Trust and            
its Shares under Federal and [State] ((state)) laws and [regulations,]          
((regulations;)) charges of custodians, transfer agents, and                    
[registrars,] ((registrars;)) expenses of preparing and setting up in           
type prospectuses and [Statements] ((statements)) of [Additional                
Information,] ((additional information;)) expenses of printing and              
distributing prospectuses sent to existing [Shareholders,]                      
((Shareholders;)) auditing and legal [expenses,] ((expenses;)) reports          
to [Shareholders,] ((Shareholders;)) expenses of meetings of                    
Shareholders and proxy solicitations [therefor,] ((therefor;))                  
insurance [expense,] ((expense;)) association membership [dues]                 
((dues;)) and for such non-recurring items as may arise, including              
litigation to which the Trust is a [party,] ((party;)) and for all              
losses and liabilities by them incurred in administering the Trust,             
and for the payment of such expenses, disbursements, losses((,)) and            
liabilities the Trustees shall have a lien on the assets belonging to           
the appropriate Series prior to any rights or interests of the                  
Shareholders thereto. This section shall not preclude the Trust from            
directly paying any of the aforementioned fees and expenses.                    
ARTICLE VII                                                                     
[INVESTMENT ADVISER, PRINCIPAL, UNDERWRITER AND TRANSFER AGENT]                 
((INVESTMENT ADVISER, PRINCIPAL UNDERWRITER, AND TRANSFER AGENT))               
INVESTMENT ADVISER                                                              
Section 1. Subject to a Majority Shareholder Vote, the Trustees               
may((,)) in their discretion ((and)) from time to time, enter into an           
investment advisory or management contract(s) with respect to the               
Trust or any Series thereof whereby the other party(ies) to such                
contract(s) shall undertake to furnish the Trustees such management,            
investment advisory, statistical((,)) and research facilities and               
services and such other facilities and services, if any, and all upon           
such terms and conditions, as the Trustees may((,)) in their                    
discretion((,)) determine. Notwithstanding any provisions of this               
Declaration of Trust, the Trustees may authorize the investment                 
adviser(s) (subject to such general or specific instructions as the             
Trustees may from time to time adopt) to effect purchases, sales or             
exchanges of portfolio securities and other investment instruments of           
the Trust on behalf of the Trustees or may authorize any officer,               
agent, or Trustee to effect such purchases, sales((,)) or exchanges             
pursuant to recommendations of the investment adviser (and all without          
further action by the Trustees). Any such purchases, sales((,)) and             
exchanges shall be deemed to have been authorized by all of the                 
Trustees.                                                                       
The Trustees may, subject to applicable requirements of the 1940 Act,         
((as modified by or interpreted by any applicable order or orders of            
the Commission or any rules or regulations adopted or interpretative            
releases of the Commission thereunder,)) including those relating to            
Shareholder approval, authorize the investment adviser to employ one            
or more sub-advisers from time to time to perform such of the acts and          
services of the investment adviser, and upon such terms and                     
conditions, as may be agreed upon between the investment adviser and            
sub-adviser.                                                                    
PRINCIPAL UNDERWRITER                                                           
Section 2. The Trustees may in their discretion from time to time             
enter into [(a)] ((an exclusive or non-exclusive)) contract(s) ((on             
behalf of the Trust or any Series or Class thereof)) providing for the          
sale of the Shares, whereby the Trust may either agree to sell the              
Shares to the other party to the contract or appoint such other party           
its sales agent for such Shares. In either case, the contract shall be          
on such terms and conditions as may be prescribed in the Bylaws, if             
any, and such further terms and conditions as the Trustees may, in              
their discretion, determine not inconsistent with the provisions of             
this Article VII[,] or of the Bylaws, if [any; and such] ((any. Such))          
contract may also provide for the repurchase or sale of Shares by such          
other party as principal or as agent of the Trust.                              
TRANSFER AGENT                                                                  
Section 3. The Trustees may, in their discretion ((and)) from time to         
time, enter into [a] ((one or more)) transfer agency and Shareholder            
service [contract] ((contracts)) whereby the other party shall                  
undertake to furnish the Trustees with transfer agency and Shareholder          
services. [The contract]  ((Such contracts)) shall be on such terms             
and conditions as the Trustees may((,)) in their discretion((,))                
determine not inconsistent with the provisions of this Declaration of           
Trust or of the Bylaws, if any. Such services may be provided by one            
or more entities.                                                               
PARTIES TO CONTRACT                                                             
Section 4. Any contract of the character described in Sections 1, 2           
and 3 of this Article VII or in Article IX hereof may be entered into           
with any corporation, firm, partnership, trust or association,                  
although one or more of the Trustees or officers of the Trust may be            
an officer, director, trustee, shareholder, or member of such other             
party to the contract, and no such contract shall be invalidated or             
rendered voidable by reason of the existence of any relationship, nor           
shall any person holding such relationship be liable merely by reason           
of such relationship for any loss or expense to the Trust under or by           
reason of said contract or accountable for any profit realized                  
directly or indirectly therefrom, provided that the contract when               
entered into was reasonable and fair and not inconsistent with the              
provisions of this Article VII or the Bylaws, if any. The same person           
(including a firm, corporation, partnership, trust, or association)             
may be the other party to contracts entered into pursuant to Sections           
1, 2 and 3 above or Article IX, and any individual may be financially           
interested or otherwise affiliated with persons who are parties to any          
or all of the contracts mentioned in this Section 4.                            
PROVISIONS AND AMENDMENTS                                                       
[Section 5. Any contract entered into pursuant to Sections 1 and 2 of         
this Article VII shall be consistent with and subject to the                    
requirements of Section 15 of the 1940 Act (including any amendments            
thereof or other applicable Act of Congress hereafter enacted) with             
respect to its continuance in effect, its termination, and the method           
of authorization and approval of such contract or renewal thereof, and          
no amendment to any contract, entered into pursuant to Section 1 shall          
be effective unless assented to by a Majority Shareholder Vote.]                
((Section 5. Any contract entered into pursuant to Sections 1 and 2           
of this Article VII shall be consistent with and subject to the                 
requirements of Section 15 of the 1940 Act, as modified by or                   
interpreted by any applicable order or orders of the Commission or any          
rules or regulations adopted or interpretative releases of the                  
Commission (or other applicable Act of Congress hereafter enacted),             
with respect to its continuance in effect, its amendment, its                   
termination, and the method of authorization and approval of such               
contract or renewal thereof.))                                                  
ARTICLE VIII                                                                    
SHAREHOLDERS' VOTING POWERS AND MEETINGS                                        
VOTING POWERS                                                                   
[Section 1. The Shareholders shall have power to vote (i) for the             
election of Trustees as provided in Article IV, Section 2, (ii) for             
the removal of Trustees as provided in Article IV, Section 3(d), (iii)          
with respect to any investment advisory or management contract as               
provided in Article VII, Section 1, (iv) with respect to the amendment          
of this Declaration of Trust as provided in Article XII, Section 7,             
(v) to the same extent as the shareholders of a Massachusetts business          
corporation, as to whether or not a court action, proceeding or claim           
should be brought or maintained derivatively or as a class action on            
behalf of the Trust or the Shareholders, provided, however, that a              
Shareholder of a particular Series shall not be entitled to bring any           
derivative or class action on behalf of any other Series of the Trust,          
and (vi) with respect to such additional matters relating to the Trust          
as may be required or authorized by law, by this Declaration of Trust,          
or the Bylaws of the Trust, if any, or any registration of the Trust            
with the Securities and Exchange Commission (the "Commission") or any           
State, as the Trustees may consider desirable. On any matter submitted          
to a vote of the Shareholders, all shares shall be voted by individual          
Series, except (i) when required by the 1940 Act, Shares shall be               
voted in the aggregate and not by individual Series; and (ii) when the          
Trustees have determined that the matter affects only the interests of          
one or more Series, then only the Shareholders of such Series shall be          
entitled to vote thereon. A Shareholder of each Series shall be                 
entitled to one vote for each dollar of net asset value (number of              
Shares owned times net asset value per share) of such Series, on any            
matter on which such Shareholder is entitled to vote and each                   
fractional dollar amount shall be entitled to a proportionate                   
fractional vote. There shall be no cumulative voting in the election            
of Trustees. Shares may be voted in person or by proxy. Until Shares            
are issued, the Trustees may exercise all rights of Shareholders and            
may take any action required or permitted by law, this Declaration of           
Trust or any Bylaws of Trust to be taken by Shareholders.]                      
((Section 1. The Shareholders shall have power to vote (a) for the            
election of Trustees as provided in Article IV, Section 2; (b) for the          
removal of Trustees as provided in Article IV, Section 3(d); (c) with           
respect to any investment advisory or management contract as provided           
in Article VII, Sections 1 and 5; (d) with respect to any termination,          
merger, consolidation, reorganization, or sale of assets of the Trust           
or any of its Series or Classes as provided in Article XII, Section 4;          
(e) with respect to the amendment of this Declaration of Trust as               
provided in Article XII, Section 7; (f) to the same extent as the               
shareholders of a Massachusetts business corporation, as to whether or          
not a court action, proceeding or claim should be brought or                    
maintained derivatively or as a class action on behalf of the Trust or          
the Shareholders, provided, however, that a Shareholder of a                    
particular Series shall not be entitled to bring any derivative or              
class action on behalf of any other Series of the Trust; and (g) with           
respect to such additional matters relating to the Trust as may be              
required or authorized by law, by this Declaration of Trust, or the             
Bylaws of the Trust, if any, or any registration of the Trust with the          
Commission or any state, as the Trustees may consider desirable.                
On any matter submitted to a vote of the Shareholders, all Shares             
shall be voted by individual Series, except as provided in the                  
following sentence and except (a) when required by the 1940 Act,                
Shares shall be voted in the aggregate and not by individual Series;            
and (b) when the Trustees have determined that the matter affects only          
the interests of one or more Series, then only the Shareholders of              
such Series shall be entitled to vote thereon. The Trustees may also            
determine that a matter affects only the interests of one or more               
Classes of a Series, in which case, any such matter shall be voted on           
by such Class or Classes. A Shareholder of each Series or Class                 
thereof shall be entitled to one vote for each dollar of net asset              
value (number of Shares owned times net asset value per share) of such          
Series or Class thereof on any matter on which such Shareholder is              
entitled to vote, and each fractional dollar amount shall be entitled           
to a proportionate fractional vote. There shall be no cumulative                
voting in the election of Trustees. Shares may be voted in person or            
by proxy. Until Shares are issued, the Trustees may exercise all                
rights of Shareholders and may take any action required or permitted            
by law, this Declaration of Trust or any Bylaws of the Trust, if any,           
to be taken by Shareholders.))                                                  
MEETINGS                                                                        
Section 2. The first Shareholders' meeting shall be held as specified         
in Section 2 of Article IV at the principal office of the Trust or              
such other place as the Trustees may designate. Special meetings of             
the Shareholders of any Series may be called by the Trustees and shall          
be called by the Trustees upon the written request of Shareholders              
owning at least one-tenth (( (1/10) )) of the outstanding Shares                
entitled to vote. Whenever ten or more Shareholders meeting the                 
qualifications set forth in Section 16(c) of the 1940 Act, as                   
((modified by or interpreted by any applicable order or orders of the           
Commission or any rules or regulations adopted or interpretative                
releases of)) the [same may be amended from time to time,]                      
((Commission,)) seek the opportunity of furnishing materials to the             
other Shareholders with a view to obtaining signatures on such a                
request for a meeting, the Trustees shall comply with the provisions            
of said Section 16(c) with respect to providing such Shareholders               
access to the list of the Shareholders of record of the Trust or the            
mailing of such materials to such Shareholders of record. Shareholders          
shall be entitled to at least fifteen (( (15) )) days' notice of any            
meeting.                                                                        
QUORUM AND REQUIRED VOTE                                                        
Section 3. A majority of Shares entitled to vote in person or by              
proxy shall be a quorum for the transaction of business at a                    
Shareholders' meeting, except that where any provision of law or of             
this Declaration of Trust permits or requires that holders of any               
Series ((or Class)) shall vote as a [Series,] ((Series or Class)) then          
a majority of the aggregate number of Shares of that Series ((or                
Class)) entitled to vote shall be necessary to constitute a quorum for          
the transaction of business by that [Series.] ((Series or Class.)) Any          
lesser number shall be sufficient for adjournments. Any adjourned               
session or sessions may be held, within a reasonable time after the             
date set for the original meeting, without the necessity of further             
notice. Except when a larger vote is required ((by applicable law or))          
by any provision of this Declaration of Trust or the Bylaws, ((if               
any,)) a majority of the Shares voted in person or by proxy shall               
decide any questions and a plurality shall elect a Trustee, provided            
that where any provision of law or of this Declaration of Trust                 
permits or requires that the holders of any Series ((or Class)) shall           
vote as a [Series,] ((Series or Class,)) then a majority of the Shares          
of that Series ((or Class)) voted on the matter shall decide that               
matter insofar as that Series ((or Class)) is concerned.                        
((Shareholders may act by unanimous written consent. Actions taken by           
a Series or Class may be consented to unanimously in writing by                 
Shareholders of that Series or Class.))                                         
ARTICLE IX                                                                      
CUSTODIAN                                                                       
APPOINTMENT AND DUTIES                                                          
[Section 1. The Trustees shall at all times employ a bank or trust            
company having capital, surplus and undivided profits of at least two           
million dollars ($2,000,000), or such other amount or such other                
entity as shall be allowed by the Commission or by the 1940 Act, as             
custodian with authority as its agent, but subject to such                      
restrictions, limitations and other requirements, if any, as may be             
contained in the Bylaws of the Trust:]                                          
((Section 1. The Trustees shall at all times employ a bank, a company         
that is a member of a national securities exchange, trust company, or           
other entity permitted under the 1940 Act, as modified by or                    
interpreted by any applicable order or orders of the Commission or any          
rules or regulations adopted or interpretative releases of the                  
Commission thereunder, having capital, surplus, and undivided profits           
of at least two million dollars ($2,000,000), or such other amount as           
shall be allowed by the Commission or by the 1940 Act, as custodian             
with authority as its agent, but subject to such restrictions,                  
limitations and other requirements, if any, as may be contained in the          
Bylaws of the Trust, if any:))                                                  
(1) to hold the securities owned by the Trust and deliver the same            
upon written order or oral order, if confirmed in writing, or by such           
electro-mechanical or electronic devices as are agreed to by the Trust          
and the custodian, if such procedures have been authorized in writing           
by the Trust;                                                                   
(2) to receive and receipt for any moneys due to the Trust and                
deposit the same in its own banking department or elsewhere as the              
Trustees may direct; and                                                        
(3) to disburse such funds upon orders or vouchers;                           
and the Trust may also employ such custodian as its agent:                      
(1) to keep the books and accounts of the Trust and furnish clerical          
and accounting services; and                                                    
[(2) to compute, if authorized to do so by the Trustees, the Net              
Asset Value of any Series in accordance with the provisions hereof;]            
(( (2) to compute, if authorized to do so, the Net Asset Value of any         
Series or Class thereof in accordance with the provisions hereof; all           
upon such basis of compensation as may be agreed upon between the               
Trustees and the custodian.))                                                   
[all u   pon such basis     of compensation as may be agreed upon             
between the Trustees and the custodian. If so directed by a Majority            
Shareholder Vote, the custodian shall deliver and pay over all                  
property of the Trust held by it as specified in such vote.                     
The Trustees may also authorize the custodian to employ one or more           
sub-custodians from time to time to perform such of the acts and                
services of the custodian, and upon such terms and conditions, as may           
be agreed upon between the custodian and such sub-custodian and                 
approved by the Trustees, provided that in every case such                      
sub-custodian shall be a bank or trust company organized under the              
laws of the United States or one of the states thereof and having               
capital and surplus and undivided profits of at least two million               
dollars ($2,000,000) or such other person as may be permitted by the            
Commission, or otherwise in accordance with the 1940 Act as from time           
to time amended.]                                                               
((The Trustees may also authorize the custodian to employ one or more         
sub-custodians from time to time to perform such of the acts and                
services of the custodian, and upon such terms and conditions, as may           
be agreed upon between the custodian and such sub-custodian and                 
approved by the Trustees, provided that in every case such                      
sub-custodian shall be a bank, a company that is a member of a                  
national securities exchange, trust company, or other entity permitted          
under the 1940 Act, as modified by or interpreted by any applicable             
order or orders of the Commission or any rules or regulations adopted           
or interpretative releases of the Commission thereunder, having                 
capital, surplus, and undivided profits of at least two million                 
dollars ($2,000,000), or such other amount as shall be allowed by the           
Commission or by the 1940 Act.))                                                
[CENTRAL CERTIFICATE SYSTEM]                                                    
((CENTRAL DEPOSITORY SYSTEM))                                                   
Section 2. Subject to such rules, regulations and orders as the               
Commission may adopt, the Trustees may direct the custodian to deposit          
all or any part of the securities owned by the Trust in a system for            
the central handling of securities established by a national                    
securities exchange or a national securities association registered             
with the Commission under the Securities Exchange Act of 1934[,] or             
such other person as may be permitted by the Commission[,] or                   
otherwise in accordance with the 1940 [Act as from time to time                 
amended,] ((Act,)) pursuant to which system all securities of any               
particu   lar     class    or     series of any issuer deposited                
within the system are treated as fungible and may be transferred or             
pledged by bookkeeping entry without physical delivery of such                  
[securities,] ((securities;)) provided that all such deposits shall be          
subject to withdrawal only upon the order of the Trust ((or its                 
custodian, subcustodians, or other authorized agents.))                         
ARTICLE X                                                                       
[DISTRIBUTIONS AND REDEMPTIONS]                                                 
((DISTRIBUTIONS, REDEMPTIONS AND DETERMINATION OF NET ASSET VALUE))             
DISTRIBUTIONS                                                                   
Section 1.                                                                    
(a) The Trustees may from time to time declare and pay dividends. The         
amount of such dividends and the payment of them shall be wholly in             
the discretion of the Trustees.                                                 
(b) The Trustees shall have ((the ))power, to the fullest extent              
permitted by the laws of Massachusetts, at any time to declare and              
cause to be paid dividends on Shares of a particular Series, from the           
assets belonging to that Series, which dividends, at the election of            
the Trustees, may be paid daily or otherwise pursuant to a standing             
resolution or resolutions adopted only once or with such frequency as           
the Trustees may determine, and may be payable in Shares of that                
Series((, or Classes thereof,)) at the election of each Shareholder of          
that Series.                                                                    
((The Trustees may adopt and offer to Shareholders such dividend              
reinvestment plans, cash dividend payout plans, or related plans as             
the Trustees shall deem appropriate.))                                          
(c) Anything in this instrument to the contrary notwithstanding, the          
Trustees may at any time declare and distribute ((a stock dividend))            
pro rata among the Shareholders of a particular Series((, or Class              
thereof,)) as of the record date of that Series ((or Class)) fixed as           
provided in Article XII, Section 3 [hereof a "stock dividend"].                 
REDEMPTIONS                                                                     
Section 2. In case any holder of record of Shares of a particular             
Series ((or Class of a Series)) desires to dispose of his Shares, he            
may deposit at the office of the transfer agent or other authorized             
agent of that Series a written request or such other form of request            
as the Trustees may, from time to time((,)) authorize, requesting that          
the Series purchase the Shares in accordance with this Section 2; and           
the Shareholder so requesting shall be entitled to require the Series           
to purchase, and the Series or the principal underwriter of the Series          
shall purchase his said Shares, but only at the Net Asset Value                 
thereof (as described in Section 3 hereof). The Series shall make               
payment for any such Shares to be redeemed, as aforesaid, in cash ((or          
property ))from the assets of that Series, and payment for such Shares          
((less any applicable deferred sales charges and/or fees)) shall be             
made by the Series or the principal underwriter of the Series to the            
Shareholder of record within seven (7) days after the date upon which           
the request is effective.                                                       
DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS              
Section 3. The term "Net Asset Value" of any Series ((or Class))              
shall mean that amount by which the assets of that Series[,] ((or               
Class)) exceed its liabilities, all as determined by or under the               
direction of the Trustees. Such value per Share shall be determined             
separately for each Series ((or Class)) of Shares and shall be                  
determined on such days and at such times as the Trustees may                   
determine. Such determination shall be made with respect to securities          
for which market quotations are readily available, at the market value          
of such securities; and with respect to other securities and assets,            
at the fair value as determined in good faith by the Trustees,                  
provided, however, that the Trustees, without Shareholder approval,             
may alter the method of appraising portfolio securities insofar as              
permitted under the 1940 Act and the rules, regulations((,)) and                
interpretations thereof promulgated or issued by the Commission or              
insofar as permitted by any [Order] ((order)) of the Commission                 
applicable to the Series. The Trustees may delegate any of its powers           
and duties under this Section 3 with respect to appraisal of assets             
and liabilities. At any time((,)) the Trustees may cause the value              
[par] ((per)) Share last determined to be determined again in ((a))             
similar manner and may fix the time when such redetermined value shall          
become effective.                                                               
SUSPENSION OF THE RIGHT OF REDEMPTION                                           
Section 4. The Trustees may declare a suspension of the right of              
redemption or postpone the date of payment as permitted under the 1940          
Act. Such suspension shall take effect at such time as the Trustees             
shall specify, but not later than the close of business on the                  
business day next following the declaration of suspension, and                  
thereafter there shall be no right of redemption or payment until the           
Trustees shall declare the suspension at an end. In the case of a               
suspension of the right of redemption, a Shareholder may either                 
withdraw his request for redemption or receive payment based on the             
Net Asset Value per Share existing after the termination of the                 
suspension. ((In the event that any Series is divided into Classes,             
the provisions of this Section, to the extent applicable as determined          
in the discretion of the Trustees and consistent with applicable law,           
may be equally applied to each such Class.))                                    
ARTICLE XI                                                                      
LIMITATION OF LIABILITY AND INDEMNIFICATION                                     
LIMITATION OF LIABILITY                                                         
Section 1. Provided they have exercised reasonable care and have              
acted under the reasonable belief that their actions are in the best            
interest of the Trust, the Trustees shall not be responsible for or             
liable in any event for neglect or wrongdoing of them or any officer,           
agent, employee((,)) or investment adviser of the Trust, but nothing            
contained herein shall protect any Trustee against any liability to             
which he would otherwise be subject by reason of willful misfeasance,           
bad faith, gross negligence((, ))or reckless disregard of the duties            
involved in the conduct of his office.                                          
[INDEMNIFICATION]                                                               
((INDEMNIFICATION OF COVERED PERSONS))                                          
Section 2.                                                                    
(a) Subject to the exceptions and limitations contained in Section            
(b) below:                                                                      
(i)  every person who is, or has been, a Trustee or officer of the          
Trust (hereinafter referred to as "Covered Person") shall be                    
indemnified by the appropriate Series to the fullest extent permitted           
by law against liability and against all expenses reasonably incurred           
or paid by him in connection with any claim, action, suit((,)) or               
proceeding in which he becomes involved as a party or otherwise by              
virtue of his being or having been a Trustee or officer and against             
amounts paid or incurred by him in the settlement thereof;                      
(ii)  the words "claim," "action," "suit," or "proceeding" shall            
apply to all claims, actions, suits or proceedings (civil, criminal or          
other, including appeals), actual or threatened while in office or              
thereafter, and the words "liability" and ["expense"] (("expenses"))            
shall include, without limitation, attorneys' fees, costs, judgments,           
amounts paid in settlement, fines, penalties and other liabilities.             
(b) No indemnification shall be provided hereunder to a Covered               
Person:                                                                         
(i) who shall have been adjudicated by a court or body before which         
the proceeding was brought (A) to be liable to the Trust or its                 
Shareholders by reason of willful misfeasance, bad faith, gross                 
negligence or reckless disregard of the duties involved in the conduct          
of his office((;)) or (B) not to have acted in good faith in the                
reasonable belief that his action was in the best interest of the               
Trust; or                                                                       
(ii) in the event of a settlement, unless there has been a                  
determination that such Trustee or officer did not engage in willful            
misfeasance, bad faith, gross negligence((,)) or reckless disregard of          
the duties involved in the conduct of his office;                               
(A) by the court or other body approving the settlement;                  
(B) by at least a majority of those Trustees who are neither              
[interested persons] ((Interested Persons)) of the Trust nor are                
parties to the matter based upon a review of readily available facts            
(as opposed to a full trial-type inquiry); or                                   
(C) by written opinion of independent legal counsel based upon a          
review of readily available facts (as opposed to a full trial-type              
inquiry);                                                                       
provided, however, that any Shareholder may, by appropriate legal               
proceedings, challenge any such determination by the Trustees, or by            
independent counsel.                                                            
(c) The rights of indemnification herein provided may be insured              
against by policies maintained by the Trust, shall be severable, shall          
not be exclusive of or affect any other rights to which any Covered             
Person may now or hereafter be entitled, shall continue as to a person          
who has ceased to be such Trustee or officer((,)) and shall inure to            
the benefit of the heirs, executors, and administrators of such a               
person. Nothing contained herein shall affect any rights to                     
indemnification to which Trust personnel, other than Trustees and               
officers, and other persons may be entitled by contract or otherwise            
under law.                                                                      
(d) Expenses in connection with the preparation and presentation of a         
defense to any claim, action, suit, or proceeding of the character              
described in [paragraph] ((Paragraph)) (a) of this Section 2 may be             
paid by the applicable Series from time to time prior to final                  
disposition thereof upon receipt of an undertaking by or on behalf of           
such Covered Person that such amount will be paid over by him to the            
applicable Series if it is ultimately determined that he is not                 
entitled to indemnification under this Section 2; provided, however,            
that either [(a)] (( (i) )) such Covered Person shall have provided             
appropriate security for such [undertaking, (b)] ((undertaking; (ii)            
))the Trust is insured against losses arising out of any such advance           
payments((;)) or [(c)] (( (iii) )) either a majority of the Trustees            
who are neither interested persons of the Trust nor parties to the              
matter, or independent legal counsel in a written opinion, shall have           
determined, based upon a review of readily available facts (as opposed          
to a trial-type inquiry or full investigation), that there is reason            
to believe that such Covered Person will be found entitled to                   
indemnification under this Section 2.                                           
[SHAREHOLDERS]                                                                  
((INDEMNIFICATION OF SHAREHOLDERS))                                             
Section 3. In case any Shareholder or former Shareholder of any               
Series of the Trust shall be held to be personally liable solely by             
reason of his being or having been a Shareholder and not because of             
his acts or omissions or for some other reason, the Shareholder or              
former Shareholder (or his heirs, executors, administrators((,)) or             
other legal representatives or((,)) in the case of a corporation or             
other entity, its corporate or other general successor) shall be                
entitled out of the assets belonging to the applicable Series to be             
held harmless from and indemnified against all loss and expense                 
arising from such liability. The Series shall, upon request by the              
Shareholder, assume the defense of any claim made against the                   
Shareholder for any act or obligation of the Series and satisfy any             
judgment thereon.                                                               
ARTICLE XII                                                                     
MISCELLANEOUS                                                                   
[TRUST NOT A PARTNERSHIP]                                                       
((TRUST NOT A PARTNERSHIP, ETC.))                                               
Section 1. It is hereby expressly declared that a trust ((is created          
hereby)) and not ((a partnership, joint stock association,                      
corporation, bailment, or any form of a legal relationship other                
than)) a [partnership is created hereby.] ((trust.)) No Trustee                 
hereunder shall have any power to ((personally)) bind [personally]              
either the Trust's officers or any Shareholder. All persons extending           
credit to, contracting with((,)) or having any claim against the Trust          
or the Trustees shall look only to the assets of the appropriate                
Series for payment under such credit, contract((,)) or claim; and               
neither the Shareholders nor the Trustees, nor any of their agents,             
whether past, present((,)) or future, shall be personally liable                
therefor. Nothing in this Declaration of Trust shall protect a Trustee          
against any liability to which the Trustee would otherwise be subject           
by reason of willful misfeasance, bad faith, gross negligence((,)) or           
reckless disregard of the duties involved in the conduct of the office          
of Trustee hereunder.                                                           
[TRUSTEE'S] ((TRUSTEES')) GOOD FAITH ACTION, EXPERT ADVICE,                     
NO BOND OR SURETY                                                             
Section 2. The exercise by the Trustees of their powers and                   
discretions hereunder in good faith and with reasonable care under the          
circumstances then prevailing, shall be binding upon everyone                   
interested. Subject to the provisions of Section 1 of this Article XII          
and to Article XI, the Trustees shall not be liable for errors of               
judgment or mistakes of fact or law. The Trustees may take advice               
((of)) counsel or other experts with respect to the meaning and                 
operation ((of)) this Declaration of Trust, and subject to the                  
provisions of Section 1 of this Article XII and to Article XI, shall            
be under no liability for any act or omission in accordance with such           
advice or for failing to follow such advice. The Trustees shall not be          
required to give any bond as such, nor any surety if a bond is                  
obtained.                                                                       
ESTABLISHMENT OF RECORD DATES                                                   
Section 3. The Trustees may close the stock transfer books of the             
Trust for a period not exceeding sixty (60) days preceding the date of          
any meeting of Shareholders, or the date for the payment of any                 
dividends, or the date for the allotment of rights, or the date when            
any change or conversion or exchange of Shares shall go into effect;            
or in lieu of closing the stock transfer books as aforesaid, the                
Trustees may fix in advance a date not exceeding sixty (60) days                
preceding the date of any meeting of Shareholders, or the date for              
payment of any [dividend,] ((dividends,)) or the date for the                   
allotment of rights, or the date when any change or conversion or               
exchange of Shares shall go into effect, as a record date for the               
determination of the Shareholders entitled to notice of, and to vote            
at, any such meeting, or entitled to receive payment of any such                
dividend, or to any such allotment of rights, or to exercise the                
rights in respect of any such change, conversion or exchange of                 
Shares, and in such case such Shareholders and only such Shareholders           
as shall be Shareholders of record on the date so fixed shall be                
entitled to such notice of, and to vote at, such meeting, or to                 
receive payment of such dividend, or to receive such allotment or               
rights, or to exercise such rights, as the case may be,                         
notwithstanding any transfer of any Shares on the books of the Trust            
after any such record date fixed or aforesaid.                                  
[TERMINATION OF TRUST]                                                          
((DURATION; TERMINATION OF TRUST, A SERIES OR A CLASS; MERGERS, ETC.))          
[Section 4.                                                                   
(a) This Trust shall continue without limitation of time but subject          
to the provisions of sub-section (b) of this Section 4.]                        
((Section 4.1. Duration. The Trust shall continue without limitation          
of time, but subject to the provisions of this Article XII.))                   
[(b) Subject to a Majority Shareholder Vote of each Series affected           
by the matter or, if applicable, to a Majority Shareholder Vote of the          
Trust, the Trustees may]                                                        
((Section 4.2 Termination of the Trust, a Series or a Class. (a)              
Subject to applicable Federal and state law, the Trust or any Series            
or Class thereof may be terminated (i) by Majority Shareholder Vote of          
the Trust, each Series affected, or each Class affected, as the case            
may be; or (ii) without the vote or consent of Shareholders by a                
majority of the Trustees either at a meeting or by written consent.             
The Trustees shall provide written notice to the affected Shareholders          
of a termination effected under clause (ii) above. Upon the                     
termination of the Trust or the Series or Class,                                
(i) the Trust or the Series or Class shall carry on no business             
except for the purpose of winding up its affairs;))                             
[(i) sell and convey the assets of the Trust or any affected Series         
to another trust, partnership, association or corporation organized             
under the laws of any state which is a diversified open-end management          
investment company as defined in the 1940 Act, for adequate                     
consideration which may include the assumption of all outstanding               
obligations, taxes and other liabilities, accrued or contingent, of             
the Trust or any affected Series, and which may include shares of               
beneficial interest or stock of such trust, partnership, association            
or corporation; or]                                                             
(((ii)  the Trustees shall proceed to wind up the affairs of the            
Trust or the Series or Class, and all of the powers of the Trustees             
under this Declaration of Trust shall continue until the affairs of             
the Trust shall have been wound up, including the power to fulfill or           
discharge the contracts of the Trust or the Series or Class thereof;            
collect its assets; sell, convey, assign, exchange, transfer, or                
otherwise dispose of all or any part of the remaining Trust property            
or Trust property allocated or belonging to such Series or Class to             
one or more persons at public or private sale for consideration that            
may consist in whole or in part of cash, securities, or other property          
of any kind; discharge or pay its liabilities; and do all other acts            
appropriate to liquidate its business; provided that any sale,                  
conveyance, assignment, exchange, transfer, or other disposition of             
all or substantially all the Trust property or Trust property                   
allocated or belonging to such Series or Class (other than as provided          
in (iii) below) shall req   uire Shareho    lder approval in                    
accordance with Section 4.3 below; and))                                        
[(ii) at any time sell and convert into money all of the assets of          
the Trust or any affected Series.                                               
Upon making provision for the payment of all such liabilities in              
either (i) or (ii), by such assumption or otherwise, the Trustees               
shall distribute the remaining proceeds or assets (as the case may be)          
ratably among the holders of the Shares of the Trust or any affected            
Series then outstanding.]                                                       
(( (iii) after p   aying or ad    equately providing for the payment        
of all liabilities, and upon receipt of such releases, indemnities,             
and refunding agreements as they deem necessary for their protection,           
the Trustees may distribute the remaining Trust property or the                 
remaining property of the terminated Series or Class, in cash or in             
kind or partly each, among the Shareholders of the Trust or the Series          
or Class according to their res   pective righ    ts; and))                     
[(c) Upon completion of the distribution of the remaining proceeds or         
the remaining assets as provided in sub-section (b), the Trust or any           
affected Series shall terminate and the Trustees shall be discharged            
of any and all further liabilities and duties hereunder and the right,          
title and interest of all parties shall be cancelled and discharged.]           
(( (b) af   ter ter    mination of the Trust or the Series or Class         
and distribution to the Shareholders as herein provided, a majority of          
the Trustees shall execute and lodge among the records of the Trust             
and file with the Secretary of The Commonwealth of Massachusetts, as            
appropriate, an instrument in writing setting forth the fact of such            
termination, and the Trustees shall thereupon be discharged from all            
further liabilities and duties with respect to the Trust or the                 
terminated Series or Class, and the rights and interests of all                 
Shareholders of the Trust or the terminated Series or Class shall               
thereupon cease.                                                                
Section 4.3. Merger, Consolidation, and Sale of Assets. Subject to            
applicable Federal and state law and except as otherwise provided in            
Section 4.4 below, the Trust or any Series thereof may merge or                 
consolidate with any other corporation, association, trust, or other            
organization or may sell, lease, or exchange all or substantially all           
of the Trust property or Trust property allocated or belonging to such          
Series, including its good will, upon such terms and conditions and             
for such consideration when and as authorized at any meeting of                 
Shareholders called for such purpose by a Majority Shareholder Vote of          
the Trust or affected Series, as the case may be. Any such merger,              
consolidation, sale, lease, or exchange shall be deemed for all                 
purposes to have been accomplished under and pursuant to Massachusetts          
law.                                                                            
Section 4.4. Incorporation; Reorganization. Subject to applicable             
Federal and state law, the Trustees may without the vote or consent of          
Shareholders cause to be organized or assist in organizing a                    
corporation or corporations under the laws of any jurisdiction or any           
other trust, partnership, limited liability company, association, or            
other organization to take over all of the Trust property or the Trust          
property allocated or belonging to such Series or to carry on any               
business in which the Trust shall directly or indirectly have any               
interest, and to sell, convey and transfer the Trust property or the            
Trust property allocated or belonging to such Series to any such                
corporation, trust, limited liability company, partnership,                     
association, or organization in exchange for the shares or securities           
thereof or otherwise, and to lend money to, subscribe for the shares            
or securities of, and enter into any contracts with any such                    
corporation, trust, partnership, limited liability company,                     
association, or organization, or any corporation, partnership, limited          
liability company, trust, association, or organization in which the             
Trust or such Series holds or is about to acquire shares or any other           
interest. Subject to applicable Federal and state law, the Trustees             
may also cause a merger or consolidation between the Trust or any               
successor thereto and any such corporation, trust, partnership,                 
limited liability company, association, or other organization. Nothing          
contained herein shall be construed as requiring approval of                    
Shareholders for the Trustees to organize or assist in organizing one           
or more corporations, trusts, partnerships, limited liability                   
companies, associations, or other organizations and selling,                    
conveying, or transferring the Trust property or a portion of the               
Trust property to such organization or entities; provided, however,             
that the Trustees shall provide written notice to the affected                  
Shareholders of any transaction whereby, pursuant to this Section 4.4,          
the Trust or any Series therof sells, conveys, or transfers                     
substantially all of its assets to another entity or merges or                  
consolidates with another entity. ))                                            
FILING OF COPIES, REFERENCES, AND HEADINGS                                      
Section 5. The original or a copy of this instrument and of each              
[declaration] ((Declaration)) of [trust] ((Trust)) supplemental hereto          
shall be kept at the office of the Trust where it may be inspected by           
any Shareholder. A copy of this instrument and of each supplemental             
[declaration] ((Declaration)) of [trust] ((Trust)) shall be filed by            
the Trustees with the Secretary of [the] ((The)) Commonwealth of                
Massachusetts and the Boston City Clerk, as well as any other                   
governmental office where such filing may from time to time be                  
required. Anyone dealing with the Trust may rely on a certificate by            
an officer or Trustee of the Trust as to whether or not any such                
supplemental [declarations] ((Declarations)) of [trust] ((Trust)) have          
been made and as to any matters in connection with the Trust                    
hereunder, and with the same effect as if it were the original, may             
rely on a copy certified by an officer or Trustee of the Trust to be a          
copy of this instrument or of any such supplemental [declaration]               
((Declaration ))of [trust.] ((Trust.)) In this instrument or in any             
such supplemental [declaration] ((Declaration)) of [trust,] ((Trust,))          
references to this instrument and all expressions like "herein,"                
"hereof" and "hereunder," shall be deemed to refer to this instrument           
as amended or affected by any such supplemental [declaration]                   
((Declaration)) of [trust.] ((Trust.)) Headings are placed herein for           
convenience of reference only and in case of any conflict, the text of          
this instrument, rather than the headings, shall control. This                  
instrument may be executed in any number of counterparts each of which          
shall be deemed an original.                                                    
APPLICABLE LAW                                                                  
Section 6. The [trust] ((Trust)) set forth in this instrument is made         
in [the] ((The ))Commonwealth of Massachusetts, and it is created               
under and is to be governed by and construed and administered                   
according to the laws of said Commonwealth. The Trust shall be of the           
type commonly called a Massachusetts business trust, and without                
limiting the provisions hereof, the Trust may exercise all powers               
which are ordinarily exercised by such a trust((, and the absence of a          
specific reference herein to any such power, privilege, or action               
shall not imply that the Trust may not exercise such power or                   
privilege or take such actions.))                                               
AMENDMENTS                                                                      
[Section 7. If authorized by votes of the Trustees and a Majority             
Shareholder Vote, or by any larger vote which may be required by                
applicable law or this Declaration of Trust in any particular case,             
the Trustees shall amend or otherwise supplement this instrument, by            
making a declaration of trust supplemental hereto, which thereafter             
shall form a part hereof, except that an amendment which shall affect           
the Shareholders of one or more Series but not the Shareholders of all          
outstanding Series shall be authorized by vote of the Shareholders              
holding a majority of the Shares entitled to vote of each Series                
affected and no vote of Shareholders of a Series not affected shall be          
required. Amendments having the purpose of changing the name of the             
Trust or of supplying any omission, curing any ambiguity or curing,             
correcting or supplementing any defective or inconsistent provision             
contained herein shall not require authorization by Shareholder vote.           
Copies of the supplemental declaration of trust shall be filed as               
specified in Section 5 of this Article XII.]                                    
((Section 7. Except as specifically provided herein, the Trustees             
may, without shareholder vote, amend or otherwise supplement this               
Declaration of Trust by making an amendment, a Declaration of Trust             
supplemental hereto or an amended and restated Declaration of Trust.            
Shareholders shall have the right to vote (a) on any amendment that             
would affect their right to vote granted in Section 1 of Article VIII;          
(b) on any amendment that would alter the maximum number of Trustees            
permitted under Section 6 of Article IV; (c) on any amendment to this           
Section 7; (d) on any amendment as may be required by law or by the             
Trust's registration statement filed with the Commission; and (e) on            
any amendment submitted to them by the Trustees. Any amendment                  
required or permitted to be submitted to Shareholders that, as the              
Trustees determine, shall affect the Shareholders of one or more                
Series or Classes shall be authorized by vote of the Shareholders of            
each Series or Class affected and no vote of shareholders of a Series           
or Class not affected shall be required. Notwithstanding anything else          
herein, any amendment to Article XI shall not limit the rights to               
indemnification or insurance provided therein with respect to action            
or omission of Covered Persons prior to such amendment.))                       
FISCAL YEAR                                                                     
Section 8. The fiscal year of the Trust shall end on a specified date         
as set forth in the Bylaws, ((if any,)) provided, however, that the             
Trustees may, without Shareholder approval, change the fiscal year of           
the Trust.                                                                      
USE OF THE WORD "FIDELITY"                                                      
Section 9. Fidelity Management & Research Company ("FMR") has                 
consented to the use by any Series of the Trust of the identifying              
word "Fidelity" in the name of any Series of the Trust at some future           
date. Such consent is conditioned upon the employment of FMR [as                
investment adviser of] ((or a subsidiary or affiliate thereof as                
investment adviser of )) each Series of the Trust. As between the               
Trust and itself, FMR controls the use of the name of the Trust                 
insofar as such name contains the identifying word "Fidelity." FMR may          
from time to time use the identifying word "Fidelity" in other                  
connections and for other purposes, including, without limitation, in           
the names of other investment companies, corporations((,)) or                   
businesses [which] ((that ))it may manage, advise, sponsor or own or            
in which it may have a financial interest. FMR may require the Trust            
or any Series thereof to cease using the identifying word "Fidelity"            
in the name of the Trust or any Series thereof if the Trust or any              
Series thereof ceases to employ FMR or a subsidiary or affiliate                
thereof as investment adviser.                                                  
Provisions in Conflict with Law or Regulations.                                 
((Section 10. (a) The provisions of this Declaration of Trust are             
severable, and, if the Trustees shall determine, with the advice of             
counsel, that any of such provisions is in conflict with the 1940 Act,          
the regulated investment company provisions of the Internal Revenue             
Code or with other applicable laws and regulations, the conflicting             
provision shall be deemed never to have constituted a part of this              
Declaration of Trust; provided, however, that such determination shall          
not affect any of the remaining provisions of this Declaration of               
Trust or render invalid or improper any action taken or omitted prior           
to such determination.                                                          
(b) If any provision of this Declaration Trust shall be held invalid            
or unenforceable in any jurisdiction, such invalidity or                        
unenforceability shall attach only to such provision in such                    
jurisdiction and shall not in any manner affect such provisions in any          
other jurisdiction or any other provision of this Declaration of Trust          
in any jurisdiction.))                                                          
IN WITNESS WH   EREOF, the und    ersigned, being all of the Trustees         
of the Trust, have executed this instrument [this 16th day of March,            
1995] ((as of the date set forth above.))                                       
SIGNATURE LINES OMITTED                                                         

EXHIBIT 1                                                                       
AGREEMENT AND PLAN OF REORGANIZATION                                            
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as          
of the __ day of ____ 199_,        by and between Fidelity Advisor              
Series IV (Advisor IV), on behalf of Fidelity Advisor Intermediate              
Bond (the Fund), a separate series of Advisor IV, and Fidelity Advisor          
Series II (Advisor II), each a business trust duly formed under the             
laws of the Commonwealth of Massachusetts.                                      
This Agreement is intended to be, and is adopted as, a plan of                
reorganization within the meaning of Section 368(a)(1)(F) of the                
Internal Revenue Code of 1986, as amended (the Code). The                       
reorganization will comprise (a) the transfer of all of the assets of           
the Fund to a series of Advisor II (the Series) solely in exchange for          
Class A, B, T, and C and Institutional Class shares of beneficial               
interest of the Series (the Series Shares) and the assumption by the            
Series of the Fund's liabilities; and (b) the constructive                      
distribution of such Series Shares by the Fund to its shareholders              
(Fund Shareholders) in complete liquidation and termination of the              
Fund, in exchange for the corresponding classes of all of the Fund's            
outstanding shares (Fund Shares). The Fund shall receive shares of the          
applicable classes of the Series equal to the number and class of Fund          
Shares outstanding on the Closing Date (as defined below). Immediately          
there   after, th    e Fund shall then distribute to each Fund                  
Shareholder one Series Share for each Fund Share held by the                    
shareholder on the Closing Date. The foregoing transactions are                 
referred to herein as the "Reorganization."                                     
In consideration of the mutual promises and subject to the terms and          
conditions herein, the parties covenant and agree as follows:                   
1. REPRESENTATIONS AND WARRANTIES OF THE FUND                                   
Advisor IV, on behalf of the Fund, represents and warrants as                 
follows:                                                                        
(a) The Fund is a series of Advisor IV, a business trust duly formed,         
validly existing, and in good standing under the laws of the                    
Commonwealth of Massachusetts, and has the power to own all of its              
properties and assets and to carry out its obligations under this               
Agreement. It has all necessary federal, state, and local                       
authorizations to carry out its business as now being conducted and to          
carry out this Agreement;                                                       
(b) The Fund is a series of Advisor IV, which is duly registered as           
an open-end management investment company under the Investment Company          
Act of 1940 (the 1940 Act), as amended, and such registration is in             
full force and effect;                                                          
(c) The Fund is not in, and the execution, delivery and performance           
of this Agreement will not result in a violation of any provision of            
the Amended and Restated Declaration of Trust or the Bylaws of Advisor          
IV, or, to the Fund's knowledge, of any agreement, indenture,                   
instrument, contract, lease or other undertaking to which the Fund is           
a party or by which the Fund is bound or result in the acceleration of          
any obligation or the imposition of any penalty under any agreement,            
judgment or decree to which the Fund is a party or is bound;                    
(d) The Fund has no material contracts or other commitments (other            
than this Agreement) that will not be terminated without liability to           
the Fund on or prior to the Closing Date;                                       
(e) To the Fund's knowledge, no material legal, administrative, or            
other proceeding or investigation of, or before, any court or                   
governmental body presently is pending or threatened against the Fund           
or any of its properties or assets that assert liability on the part            
of the Fund, except as previously disclosed in writing to Advisor II.           
The Fund knows of no facts that might form the basis for the                    
institution of such proceedings;                                                
(f) The Fund has filed or will file all federal and state tax           
returns that, to the knowledge of the Fund's officers, are required to          
be filed by the Fund and has paid or will pay all federal and state             
taxes shown to be due on said returns or provision shall have been              
made for the payment thereof, and, to the best of the Fund's                    
knowledge, no such return is currently under audit and no assessment            
has been asserted with respect to such returns;                                 
(g) All of the issued and outstanding shares of the Fund are, and at          
the Closing Date will be, duly and validly issued and outstanding and           
fully paid and nonassessable as a matter of Massachusetts law (except           
as disclosed in the Fund's Statement of Additional Information) and             
have been offered for sale in conformity with all applicable federal            
securities laws. All of the issued and outstanding shares of the Fund           
will, at the Closing Date, be held by the persons and in the amounts            
as certified in accordance with the provisions of this Agreement;               
(h) The information to be furnished by the Fund for use in                    
applications for orders, registration statements, proxy materials and           
other documents that may be necessary in connection with the                    
transactions contemplated hereby shall be accurate and complete and             
shall comply in all material respects with federal securities and               
other laws and regulations thereunder applicable thereto;                       
(i) At both the Valuation Time (as defined in Section 4) and the              
Closing Date (as defined in Section 6), the Fund will have the full             
right, power, and authority to sell, assign, transfer, and deliver its          
portfolio securities and any other assets of the Fund to be                     
transferred to the Series pursuant to this Agreement. As of the                 
Closing Date, subject only to the delivery of the Fund's portfolio              
securities and any such other assets as contemplated by this                    
Agreement, the Series will acquire the Fund's portfolio securities and          
any such other assets subject to no encumbrances, liens, or security            
interests (except for those that may arise in the ordinary course and           
are disclosed to the Series) and without any restrictions upon the              
transfer thereof;                                                               
(j) The execution, delivery, and performance of this Agreement will           
have been duly authorized prior to the Closing Date by all necessary            
corporate action on the part of the Fund, and this Agreement                    
constitutes a valid and binding obligation of the Fund enforceable in           
accordance with its terms, subject to shareholder approval;                     
(k) To the best knowledge of the Fund's management, there is no plan          
or intention by any of the Fund's shareholders to sell, exchange or             
otherwise dispose of any of the Series Shares to be received in the             
Reorganization;                                                                 
(l) The Fund shares are widely held and may be purchased and redeemed         
upon request;                                                                   
(m) Immediately following consummation of the Reorganization, the             
Fund Shareholders will own all of the Series Shares and will own such           
shares solely by reason of their ownership of the Fund Shares                   
immediately prior to the Reorganization;                                        
(n) Immediately following the consummation of the Reorganization,             
Advisor II will hold, on behalf of the Series, the same assets and be           
subject to the same liabilities that the Fund held or was subject to            
immediately prior thereto, except for assets used to pay expenses               
incurred in connection with the Reorganization. Assets used to pay              
expenses and all distributions (except for distributions and                    
redemptions arising in the ordinary course of the Fund's business as            
an open-end investment company) made by the Fund immediately preceding          
the Reorganization will, in the aggregate, constitute less than 1% of           
the net assets of the Fund;                                                     
(o) At the time of the Reorganization, the Fund will not have                 
outstanding any warrants, options, convertible securities, or any               
other type of right pursuant to which any person could acquire shares           
of beneficial interest in the Fund;                                             
(p) The Fund's liabilities to be assumed by the Series in the                 
Reorganization were incurred by the Fund in the ordinary course of its          
business and are associated with the assets to be transferred;                  
(q) Fund Shareholders each will pay their own expenses, if any,               
incurred in connection with the Reorganization;                                 
(r) The fair market value of the Fund's assets to be transferred by           
the Fund to the Series will equal or exceed the Fund's liabilities to           
be assumed by the Series plus the liabilities to which the transferred          
assets are subject;                                                             
(s) The Fund is a regulated investment company as defined in Section          
851 of the Code;                                                                
(t) The Fund is not under the jurisdiction of a court in a proceeding         
under Title 11 of the United States Code or similar case within the             
meaning of Section 368(a)(3)(A) of the Code;                                    
(u) To the Fund's knowledge, no consent, approval, authorization, or          
order of any court or governmental authority is required for the                
consummation by the Fund of the transactions contemplated by this               
Agreement, except such as shall have been obtained under the                    
Securities Act of 1933 (the 1933 Act), the Securities Exchange Act of           
1934 (the 1934 Act), and the 1940 Act;                                          
(v) The Fund has no known liabilities of a material nature,                   
contingent or otherwise, other than those shown as belonging to it on           
its statement of assets and liabilities as of November 30, 1997 and             
those incurred in the ordinary course of the Fund's    business as an           
inv    estment company since November 30, 1997; and                             
(w) The Fund will be liquidated immediately after the Reorganization.         
2. REPRESENTATIONS AND WARRANTIES OF ADVISOR II                                 
Advisor II represents and warrants as follows:                                
(a) Advisor II is a business trust duly formed, validly existing, and         
in good standing under the laws of the Commonwealth of Massachusetts.           
It has all necessary federal, state, and local authorizations to carry          
out its business as now being conducted and to carry out this                   
Agreement;                                                                      
(b) Advisor II is duly registered as an open-end management             
investment company under the 1940 Act, and the Series is a duly                 
established and designated series of Advisor II;                                
(c) Advisor II is not in, and the execution, delivery and performance         
of this Agreement will not result in        a violation of any                  
provision of the Amended and Restated Declaration of Trust or Advisor           
II's Bylaws, or, to Advisor II's knowledge, of any agreement,                   
indenture, instrument, contract, lease or other undertaking to which            
Advisor II is a party or by which Advisor II is bound or result in the          
acceleration of any obligation or the imposition of any penalty under           
any agreement, judgment or decree to which Advisor II is a party or is          
bound;                                                                          
(d) To Advisor II's knowledge, no material legal, administrative, or          
other proceeding or investigation of, or before, any court or                   
governmental body presently is pending or threatened against Advisor            
II or any of its properties or assets that assert liability on the              
part of Advisor II, except as previously disclosed in writing to                
Advisor II. Advisor II knows of no facts that might form the basis for          
the institution of such proceedings;                                            
(e) Advisor II intends for the Series to be a regulated investment            
company under Section 851 of the Code;                                          
(f) Prior to the Closing Date, there shall be no issued and                   
outstanding Series Shares or any other securities issued by the Series          
(except for the one share of each class that may be issued to FMR);             
Series Shares issued in connection with the transactions contemplated           
herein will be duly and validly issued and outstanding, fully paid and          
non-assessable under Massachusetts law on the Closing Date;                     
(g) The execution, delivery, and performance of this Agreement will           
have been duly authorized prior to the Closing Date by all necessary            
corporate action on the part of Advisor II, and, upon its proper                
execution, this Agreement will constitute a valid and binding                   
obligation of Advisor II enforceable against the Series in accordance           
with its terms;                                                                 
(h) As of the Closing Date, the Series Shares will have been duly             
authorized and, when so issued and delivered, will be duly and validly          
issued shares of the Series, fully paid and non-assessable under                
Massachusetts law except that under Massachusetts law, shareholders of          
a Massachusetts business trust, under certain circumstances, may be             
held personally liable for obligations of Advisor II;                           
(i) The fair market value of the Series Shares to be received by the          
Fund Shareholders will be equal to the fair market value of their Fund          
Shares surrendered in exchange therefor;                                        
(j) Advisor II has no plan or intention on behalf of the Series to            
issue additional Series Shares following the Reorganization other than          
in the ordinary course of the business of the Series as the series of           
a registered open-end investment company;                                       
(k) Advisor II has no plan or intention to redeem or otherwise                
reacquire any of the Series Shares issued to the Fund Shareholders              
pursuant to the Reorganization other than through redemptions arising           
in the ordinary course of the business of the Series as a series of a           
registered open-end investment company;                                         
(l) Following the Reorganization, Advisor II, on behalf of the                
Series, will continue the Fund's historic business;                             
(m) No consideration other than    S    eries    S    hares will be           
issued in exchange for the Fund    S    hares in the Reorganization.            
(n) At the time of the Reorganization, there will be no intercompany          
indebtedness existing between the    S    eries and the Fund that was           
issued, acquired, or that will be settled at a discount.                        
(o)    At th    e time of the Reorganization, the    S    eries will          
be a regulated investment company as defined in section 851 of the              
Code.                                                                           
(p) Ad    visor II has no plan or intention to sell or otherwise        
dispose of any of the Fund's assets to be acquired by the Series in             
the Reorganization, except for dispositions made in the ordinary                
course of its business or dispositions necessary to maintain the                
status of the Series as a regulated investment company under Section            
851 of the Code;                                                                
(q) The information to be furnished by Advisor II with respect to the         
Series for use in applications for orders, registration statements,             
proxy materials and other documents that may be necessary in                    
connection with the transactions contemplated hereby shall be accurate          
and complete and shall comply in all material respects with federal             
securities and other laws and regulations applicable thereto;                   
(r)     Advisor II, on behalf of the Series, shall use all              
reasonable efforts to obtain the approvals and authorizations required          
by the 1933 Act and the 1940 Act as it may deem appropriate in order            
to operate after the Closing Date; and                                          
(s) To     Advisor II's knowledge, no consent, approval,                
authorization, or order of any court or governmental authority is               
required for the consummation by the Series of the transactions                 
contemplated by this Agreement, except such as shall have been                  
obtained under the 1933 Act, the 1934 Act, and the 1940 Act.                    
(t) Advisor II, on behalf of the Series, will use the Employer          
Identification Number that was u    sed by the Fund.                            
3. REORGANIZATION                                                               
(a) Subject to the requisite approval of the Fund Shareholders, if            
applicable, and to the other terms and conditions contained herein,             
the Fund agrees to assign, convey, transfer, and deliver to the Series          
established by Advisor II solely for the purpose of acquiring all of            
the assets of the Fund (which Series has not issued any Series Shares           
(except for one share of each class that may be issued to FMR) or               
commenced operations) as of the Closing Date all of the assets of the           
Fund of any kind and nature existing on the Closing Date. The Series            
agrees in exchange therefor (1) to assume all of the Fund's                     
liabilities existing on or after the Closing Date, whether or not               
determinable on the Closing Date, and (2) to issue and deliver to the           
Fund the number of full and fractional Series Shares of the applicable          
classes equal to the value and number of full and fractional shares of          
the corresponding classes of the Fund outstanding at the time of the            
closing, as described in paragraph 6, as of the Closing Date provided           
for in Section 6(a).                                                            
(b) The assets of the Fund to be acquired by the Series and allocated         
thereto shall include, without limitation, all cash, cash equivalents,          
securities, receivables (including interest or dividends receivables),          
claims, choses in action, and other property owned by the Fund, and             
any deferred or prepaid expenses shown as an asset on the books of the          
Fund on the Closing Date. The Fund will pay or cause to be paid to the          
Series any dividend or interest payments received by it on or after             
the Closing Date with respect to the assets transferred to the Series           
hereunder, and the Series will retain any dividend or interest                  
payments received by it after the Valuation Time (as defined in                 
Section 4) with respect to the assets transferred hereunder without             
regard to the payment date thereof. T   he liabi    lities of the Fund          
to be assumed by the Series and allocated thereto, shall include                
(except as otherwise provided herein) all of the Fund's liabilities,            
debts, obligations, and duties,of whatever kind or nature, whether              
absolute, accrued, contingent,or otherwise, whether or    not                   
determina    ble on the Closing Date, and whether or not specifically           
referred to in this Agreement.                                                  
(c) Immediately upon delivery to the Fund of the Series Shares, the           
individual Trustees of Advisor IV or any officer duly authorized by             
them, on the Advisor IV's behalf as the then sole shareholder of the            
Series, shall        approve (i) a Management Contract between Advisor          
II, on behalf of the Series, and FMR, (ii) Sub-Advisory Agreements              
between FMR and Fidelity Management & Research (U.K.) Inc. and                  
Fidelity Management & Research (Far East) Inc., (iii)                           
Distribution and Service Plan   s     for Classes A, T, B, C, and       
Institutional Class under Rule 12b-1 under the 1940 Act between                 
Advisor II, on behalf of each class of the Series, and Fidelity                 
Distributors Corporation (FDC)    (such Management Contract,                    
Sub-Advisory Agreements and Distribution and Service Plans being                
substantively identical to the contract, agreements and plans           
currently in effect with respect to the Fund or class immediately               
prior to the Closing Date (as defined below), except as to the parties          
to such contract, agreement   s     and plans   ),     (iv) the                 
independent accountants who currently serve in that capacity for the            
Fund, and (v) the adoption of revised fundamental policy described in           
Proposal 6 of the Proxy Statement.                                              
(d) Pursuant to this Agreement, as soon after the Closing Date as is          
conveniently practicable (the Liquidation Date), the Fund will                  
constructively distribute to the Fund Shareholders the Series Shares            
of the applicable classes pro rata in proportion to their respective            
shares of beneficial interest of the corresponding classes of the               
Fund, such Fund Shareholders being shareholders of record as                    
determined as of the Valuation Time on the Closing Date in accordance           
with the Advisor IV Amended and Restated Declaration of Trust, in               
liquidation of such Fund. Such distribution will be accomplished by             
the    Series     transfer agent opening accounts on the share records          
of the Series in the names of such Fund Shareholders and transferring           
the Series Shares of the applicable classes thereto. Each Fund                  
Shareholder's account shall be credited with the respective pro rata            
number of full and fractional (rounded to the third decimal place)              
Series Shares of the applicable classes due that shareholder. All               
outstanding Fund Shares, including any represented by certificates,             
shall simultaneously be canceled on the Fund's share transfer records.          
The Series shall not issue certificates representing Series Shares in           
connection with such distribution.                                              
(e) Immediately after the distribution of the Series Shares as set            
forth in Section 3(d), the Fund shall be liquidated and terminated,             
and any such further actions shall be taken in connection therewith as          
required by applicable law.                                                     
(f) Any transfer taxes payable upon issuance of Series Shares in a            
name other than that of the registered holder on the Fund's books of            
the Fund Shares constructively exchanged for the Series Shares shall            
be paid by the person to whom such Series Shares are to be issued, as           
a condition of such transfer.                                                   
(g) Any reporting responsibility of the Fund is and shall remain the          
responsibility of the Fund up to and including the date on which it is          
liquidated.                                                                     
4. VALUATION                                                                    
(a) The valuation time shall be the close of business of the New York         
Stock Exchange on the Closing Date    or such other time as may be              
mutually agreed upon in writing by the parties hereto     (the                  
Valuation Time).                                                                
(b) The value of the Fund's net assets to be acquired by the Series           
hereunder shall be the net asset value per share of each class                  
computed as of the Valuation Time, using the valuation procedures set           
forth in the Fund's then current Prospectus and Statement of                    
Additional Information.                                                         
(c) The number, value, class, and denomination of full and fractional         
Series Shares to be issued in exchange for the Fund's net assets shall          
be equal to the number, value, class, and denomination of full and              
fractional Fund Shares outstanding on the Closing Date.                         
(d) All computations pursuant to this Section shall be made by                
Fidelity Service Company, Inc. (FSC), a wholly-owned subsidiary of FMR          
Corp., in accordance with its regular practice as pricing agent for             
the Fund.                                                                       
5. FEES; EXPENSES                                                               
(a) Advisor II and the Fund each represents that there is no            
person who dealt with it who by reason of such dealings is entitled to          
any broker's or finder's fees or commissions arising out of the                 
transactions contemplated hereby.                                               
(b)     T    he Fund shall be responsible for all expenses, fees and          
other charges in connection with the transactions contemplated by the           
agreement   , provided that they do not exceed each class's existing            
expense cap, as applicable    .    Expenses exceeding each class's              
expense cap, as applicable, will be paid by FMR, but not including              
costs incurred in connection with the purchase or sale of portfolio             
securities.                                                                     
6. CL   OSING DA    TE                                                          
(a) The transfer of the Fund's assets in exchange for the               
assumption by the Series of the Fund's liabilities and the issuance of          
Series Shares, as described above, together with related acts                   
necessary to consummate the same, (the Closing), unless otherwise               
provided herein, shall occur at the principal office of the Advisor IV          
and Advisor II, 82 Devonshire Street, Boston, Massachusetts, on                 
February 26, 1999 or at such other place or date as the parties may             
agree in writing (the Closing Date). All acts taking place at the               
Closing shall be deemed to take place simultaneously as of the                  
Valuation Time     or at such other time and/or place as the parties            
may agree.                                                                      
(b) In the event that, on the Closing Date (i) any of the markets       
for securities held by the Fund are closed to trading, or (ii) trading          
thereon is restricted, or (iii) trading or reporting of trading on              
said markets or elsewhere is disrupted, all so that accurate appraisal          
of the total net asset value of the Fund is impracticable, the Closing          
Date shall be postponed until the first business day after the day              
when such trading shall have been fully resumed and reporting shall             
have been restored, or such other date as the parties may agree.                
(c) The Fund shall deliver at the Closing a certificate of an                 
authorized officer stating that it has notified The Bank of New York,           
as custodian for the Fund, of the Fund's reorganization to a series of          
Advisor II.                                                                     
(d) Fidelity Investments Institutional Operations Company (FIIOC), as         
transfer agent for the Fund, shall deliver at the Closing a                     
certificate as to the conversion on its books and records of each Fund          
Shareholder account to an account as a holder of Series Shares.                 
Advisor II shall issue and deliver a confirmation to the Fund                   
evidencing the Series Shares to be credited as of the Closing Date or           
provide evidence satisfactory to the Fund that such Series Shares have          
been credited to the Fund's account on the books of Advisor II. At the          
Closing, each party shall deliver to the other such bills of sale,              
checks, assignments, stock certificates, receipts or other documents            
as such other party or its counsel may reasonably request.                      
7. SHAREHOLDER MEETING AND TERMINATION OF THE FUND                              
(a) If required to do so pursuant to the terms of Advisor IV's                
Amended and Restated Declaration of Trust or otherwise by applicable            
law, the Fund agrees to call a meeting of its shareholders (the                 
Shareholder's Meeting) to consider and act upon this Agreement. The             
Fund shall take all other action necessary to obtain approval of the            
transactions contemplated hereby.                                               
(b) The Fund agrees that as soon as reasonably practicable after              
distribution of the Series Shares, the Fund shall be liquidated and             
terminated as a series of Advisor IV pursuant to its Amended and                
Restated Declaration of Trust, any further actions shall be taken in            
connection therewith as required by applicable law, and on and after            
the Closing Date the Fund shall not conduct any business except in              
connection with its liquidation and termination.                                
8. CONDITIONS TO OBLIGATIONS OF ADVISOR II                                      
The obligations of Advisor II hereunder shall be subject to the                 
following conditions:                                                           
(a) That the Fund furnishes to Advisor II a statement, dated as of            
the Closing Date, signed by an officer of Advisor IV, certifying that           
as of the Valuation Time and the Closing Date all representations and           
warranties of the Fund made in this Agreement are true and correct in           
all material respects and that the Fund has complied with all the               
agreements and satisfied all the conditions on its part to be                   
performed or satisfied at or prior to such dates;                               
(b) That the Fund furnishes Advisor II with copies of the                     
resolutions, certified by an officer of Advisor IV, evidencing the              
adoption of this Agreement and, if applicable, the approval of the              
transactions contemplated herein by the requisite vote of the holders           
of the outstanding shares of beneficial interest of the Fund;                   
(c) That the Fund shall deliver to Advisor II at the Closing a                
statement of its assets and liabilities, together with a certificate            
as to the aggregate asset value of the Fund's portfolio securities,             
all as of the Valuation Time, certified on the Fund's behalf by its             
Treasurer or Assistant Treasurer;                                               
(d) That the Fund's custodian shall deliver to Advisor II a                   
certificate identifying the assets of the Fund held by such custodian           
as of the Valuation Time on the Closing Date and stating that at the            
Valuation Time (i)        the assets held by the custodian will be              
transferred to the Series; (ii) the Fund's assets have been duly                
endorsed in proper form for transfer in such condition as to                    
constitute good delivery thereof; and (iii) to the best of the                  
custodian's knowledge, all necessary taxes in conjunction with the              
delivery of the assets, including all applicable federal and state              
stock transfer stamps, if any, have been paid or provision for payment          
has been made;                                                                  
(e) That the Fund's transfer agent shall deliver to Advisor II at the         
Closing a certificate setting forth the number of shares of each class          
of shares of the Fund outstanding as of the Valuation Time and the              
name and address of each holder of record of any such shares and the            
number of shares held of record by each such shareholder;                       
(f) If applicable, that the Fund calls a Shareholder's Meeting to             
consider and act upon this Agreement and that the Fund takes all other          
action necessary to obtain approval of the transactions contemplated            
hereby;                                                                         
(g) That the Fund delivers to Advisor II a certificate of an officer          
of Advisor IV, dated the Closing Date, that there has been no material          
adverse change in the Fund's financial position since November 30,              
1997, other than changes in the market value of its portfolio                   
securities, or changes due to net redemptions of its shares, dividends          
paid, or losses from operations; and                                            
(h) That all of the issued and outstanding shares of beneficial               
interest of the Fund shall have been offered for sale and sold in               
conformity with all applicable state securities laws and, to the                
extent that any audit of the records of the Fund or its transfer agent          
by Advisor II or its agents shall have revealed otherwise, the Fund             
shall have taken all actions that in the opinion of Advisor II are              
necessary to remedy any prior failure on the part of the Fund to have           
offered for sale and sold such shares in conformity with such laws.             
9. CONDITIONS TO OBLIGATIONS OF THE FUND                                        
The obligations of the Fund hereunder shall be subject to the                 
following conditions:                                                           
(a) That Advisor II shall have executed and delivered to the Fund       
an Assumption of Liabilities, certified by an officer of Advisor II,            
dated as of the Closing Date pursuant to which Advisor II, on behalf            
of the Series, will assume all of the liabilities of the Fund existing          
at the Valuation Time in connection with the transactions contemplated          
by this Agreement;                                                              
(b) That Advisor II furnishes to the Fund a statement, dated as of            
the Closing Date, signed by an officer of    Advisor II    ,                    
certifying that as of the Valuation Time and the Closing Date all               
representations and warranties of the Series made in this Agreement             
are true and correct in all material respects, and Advisor II has               
complied with all the agreements and satisfied all the conditions on            
its part to be performed or satisfied at or prior to such dates; and            
(c) That the Fund shall have received an opinion of Kirkpatrick &             
Lockhart LLP, counsel to the Fund and Advisor II, to the effect that            
the Series Shares are duly authorized and upon delivery to the Fund as          
provided in this Agreement will be validly issued and will be fully             
paid and nonassessable under Massachusetts law.                                 
10. CONDITIONS TO OBLIGATIONS OF THE FUND AND ADVISOR II                        
The obligations of the Fund and Advisor II hereunder shall be subject         
to the following conditions:                                                    
(a) If applicable, that this Agreement shall have been adopted and            
the transactions contemplated herein shall have been approved by the            
requisite vote of the holders of the outstanding shares of beneficial           
interest of the Fund;                                                           
(b) That all consents of other parties and all other consents,                
orders, and permits of federal, state, and local regulatory                     
authorities (including those of the Securities and Exchange Commission          
and of state blue sky and securities authorities, including "no                 
action" positions of such federal or state authorities) deemed                  
necessary by Advisor II or the Fund to permit consummation, in all              
material respects, of the transactions contemplated hereby shall have           
been obtained, except where failure to obtain any such consent, order,          
or permit would not involve a risk of a material adverse effect on the          
assets or properties of Advisor II or the Fund, provided that either            
party hereto may for itself waive any of such conditions;                       
(c) That all proceedings taken by either the Fund or the Series in            
connection with the transactions contemplated by this Agreement and             
all documents incidental thereto shall be satisfactory in form and              
substance to it and its counsel, Kirkpatrick & Lockhart LLP;                    
(d) That Advisor II shall have taken all necessary action so that the         
Series shall be a series of a registered open-end investment company            
under the 1940 Act immediately after the closing.                               
(e) That there shall not be any material litigation pending with              
respect to the matters contemplated by this Agreement;                          
(f) That Advisor II and the Fund shall have received an opinion of            
Kirkpatrick & Lockhart LLP satisfactory to Advisor II and the Fund              
that for federal income tax purposes:                                           
(i) The Reorganization will be a reorganization under Section               
368(a)(1)(F) of the Code, and    the Fun    d and the Series will each          
be parties to the Reorganization under    S    ection 368(b) of the             
Code;                                                                           
(ii) No gain or loss will be recognized by the Fund upon the                
transfer of all of its assets to the Series in exchange solely for the          
applicable classes of the Series Shares and the assumption of the               
Fund's liabilities followed by the distribution of those the Series             
Shares to the shareholders of the corresponding classes of the Fund in          
liquidation of the Fund;                                                        
(iii) No gain or loss will be recognized by the Series on the               
receipt of the Fund's assets in exchange solely for the the Series              
Shares and the assumption of the Fund's liabilities;                            
(iv) The basis of the Fund's assets in the hands of the Series will         
be the same as the basis of such assets in the Fund's hands                     
immediately prior to the Reorganization;                                        
(v) The Series' holding period in the assets to be received from the        
Fund will include the Fund's holding period in such assets;                     
(vi) A Fund Shareholder will recognize no gain or loss on the               
exchange of his or her shares of beneficial interest in the Fund for            
the Series Shares in the Reorganization;                                        
(vii) A Fund Shareholder's basis in the the Series Shares to be             
received by him or her will be the same as his or her basis in the              
Fund Shares exchanged therefor;                                                 
(viii) A Fund Shareholder's holding period for his or her Series            
Shares will include the holding period of the Fund Shares exchanged,            
provided that those Fund Shares were held as capital assets on the              
date of the Reorganization.                                                     
(ix) The Reorganization will not result in the termination of the           
Fund's taxable year, and the Fund's tax attributes enumerated in                
S    ection 381(c) of the Code will be    taken     into account by       
the Series as if there had been no conversion.                                  
Notwithstanding anything herein to the contrary, neither the Fund nor         
Advisor II may waive the conditions set forth in this subsection                
10(f).                                                                          
11. COVENANTS OF THE FUND                                                       
(a) The Fund covenants to operate its business in the ordinary course         
between the date hereof and the Closing Date, it being understood that          
such ordinary course of business will include the payment of customary          
dividends and distributions.                                                    
(b) The Fund covenants that the Series Shares are not being acquired          
for the purpose of making any distribution thereof, other than in               
accordance with the terms of this Agreement.                                    
(c) The Fund covenants that it will assist Advisor II in obtaining            
such information as Advisor II reasonably requests concerning the               
beneficial ownership of Fund Shares.                                            
(d) The Fund covenants that its liquidation and termination will be           
effected in the manner provided in its Amended and Restated                     
Declaration of Trust in accordance with applicable law and, after the           
Closing Date, the Fund will not conduct any business except in                  
connection with its liquidation and termination.                                
12. TERMINATION; WAIVER                                                         
(a) The parties hereto may terminate this Agreement by mutual                 
consent. In addition, either party may, at its option, terminate this           
Agreement at or prior to the Closing Date because                               
(i) Of a material breach by the other of any representation,                
warranty, or agreement contained herein to be performed at or prior to          
the Closing Date; or                                                            
(ii) A condition herein expressed to be precedent to the obligations        
of the terminating party has not been met and it reasonably appears             
that it will not or cannot be met.                                              
(b) In the event of any such termination, there shall be no liability         
for damages on the part of Advisor II or the Fund, or their respective          
Trustees or officers.                                                           
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES                 
(a) This Agreement supersedes all previous correspondence and oral            
communications between the parties regarding the subject matter                 
hereof, constitutes the only understanding with respect to such                 
subject matter, may not be changed except by a letter of agreement              
signed by each party hereto and shall be construed in accordance with           
and governed by the laws of the Commonwealth of Massachusetts.                  
(b) This Agreement may be amended, modified, or supplemented in such          
manner as may be mutually agreed upon in writing by the appropriate             
officers of Advisor IV, Advisor II, the Fund, or the Series; provided,          
however, that following the    S    hareholders'    M    eeting, if             
any, called by the Fund pursuant to Section 7 of this Agreement, no             
such amendment may have the effect of changing the provisions for               
determining the number of the Series Shares to be received by the Fund          
shareholders under this Agreement to the detriment of such                      
shareholders without their further approval.                                    
(c) Either party may waive any condition to its obligations                   
hereunder, provided that such waiver does not have any material                 
adverse effect on the interests of Fund Shareholders.                           
The representations, warranties, and covenants contained in the               
Agreement, or in any document delivered pursuant hereto or in                   
connection herewith, shall survive the consummation of the                      
transactions contemplated hereunder.                                            
14.    LIMITATION OF LIABILITY                                                  
Copies of the Declarations of Trust of Advisor II and Advisor IV, as          
restated and amended, are on file with the Secretary of State of the            
Commonwealth of Massachusetts, and notice is hereby given that this             
instrument is executed on behalf of the Trustees of Advisor II and              
Advisor IV as trustees and not individually and that the obligations            
of the Fund and the Series under this instrument are not binding upon           
any of Advisor IV's or Advisor II's Trustees, officers, or                      
shareholders individually, but are binding only upon the assets and             
property of such Fund or Series. The Fund and Advisor II each agrees            
that its obligations hereunder apply only to such Fund and the Series,          
respectively, and not to its shareholders individually or to the                
trustees of such Fund or Series.                                                
15. ASSIGNMENT                                                                  
This Agreement shall bind and inure to the benefit of the parties       
hereto and their respective successors and assigns, but no assignment           
or transfer of any rights or obligations hereunder shall be made by             
any party without the written consent of the other party. Nothing               
herein expressed or implied is intended or shall be construed to                
confer upon or give any person, firm, or corporation other than the             
parties hereto and their respective successors and assigns any rights           
or remedies under or by reason of this Agreement.                               
This Agreement may be executed in any number of counterparts, each of         
which, when executed and delivered, shall be deemed to be an original.          
IN WITNESS WHEREOF, each of the parties hereto has caused this                
Agreement to be executed by its duly authorized officer.                        
FIDELITY ADVISOR SERIES IV                                                      
on behalf of Fidelity Advisor Intermediate Bond Fund                            

[signature lines omitted]                                                       

FIDELITY ADVISOR SERIES II                                                      

[signature lines omitted   ]                                                    

FMR hereby agrees to assume the expenses provided for in                        
accordance with paragraph 5(b) of this Agreement                              
FIDELITY MANAGEMENT & RESEARCH COMPANY                                          

[signature lines omitted]                                                       

Vote this proxy card TODAY!  Your prompt response will                          
save Fidelity Real Estate High Income Fund the expense of additional            
mailings.                                                                       
Return the proxy card in the enclosed envelope or mail to:                      
FIDELITY INVESTMENTS                                                            
Proxy Department                                                                
P.O. Box 9107                                                                   
Hingham, MA 02043-9848                                                          
PLEASE DETACH AT PERFORATION BEFORE MAILING.                                    
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-------------------------                                                       
FIDELITY ADVISOR SERIES IV: FIDELITY REAL ESTATE HIGH INCOME FUND               
PROXY SOLICITED BY THE TRUSTEES                                                 
The undersigned, revoking previous proxies, hereby appoint(s) Edward            
C. Johnson 3d, Eric D. Roiter, Donald J. Kirk, or any one or more of            
them, attorneys, with full power of substitution, to vote all shares            
of Fidelity Advisor Series IV: Fidelity Real Estate High Income Fund            
which the undersigned is entitled to vote at the Special Meeting of             
Shareholders of the fund to be held at the office of the trust at 82            
Devonshire St., Boston, MA 02109, on October 7, 1998 at 9:00 a.m. and           
at any adjournments thereof.  All powers may be exercised by a                  
majority of said proxy holders or substitutes voting or acting or, if           
only one votes and acts, then by that one.  This Proxy shall be voted           
on the proposals described in the Proxy Statement as specified on the           
reverse side.  Receipt of the Notice of the Meeting and the                     
accompanying Proxy Statement is hereby acknowledged.                            
NOTE: Please sign exactly as your name appears on this Proxy.  When             
signing in a fiduciary capacity, such as executor, administrator,               
trustee, attorney, guardian, etc., please so indicate.  Corporate and           
partnership proxies should be signed by an authorized person                    
indicating the person's title.                                                  
Date                                        _____________, 1998                 
_______________________________________                                         
_______________________________________                                         
Signature(s) (Title(s), if applicable)                              
PLEASE SIGN, DATE, AND RETURN                                               
PROMPTLY IN ENCLOSED ENVELOPE                                                   
cusip # 315809608/fund # 671                                            

Please refer to the Proxy Statement discussion of each of these                 
matters.                                                                        
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE                   
PROPOSALS.                                                                      
As to any other matter, said attorneys shall vote in accordance with            
their best judgment.                                                            
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:              
---------------------------------------------------------------------           
-------------------------                                                       

                                                        [Enlarge/Download Table]

                                                                                            
1. TO ELECT THE TWELVE NOMINEES SPECIFIED BELOW AS    [  ] FOR ALL         [  ]          1. 
   TRUSTEES:  RALPH F. COX, PHYLLIS BURKE DAVIS,     NOMINEES LISTED       WITHHOLD         
   ROBERT M. GATES, EDWARD C. JOHNSON 3D, E.         (EXCEPT AS MARKED TO  AUTHORITY TO     
   BRADLEY JONES, DONALD J. KIRK, PETER S. LYNCH,    THE CONTRARY BELOW).  VOTE FOR ALL     
   WILLIAM O. MCCOY, GERALD C. MCDONOUGH, MARVIN                           NOMINEES.        
   L. MANN, ROBERT C. POZEN, AND THOMAS R.                                                  
   WILLIAMS.                                                                                

   (INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE FOR                                         
   ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF                                          
   THE NOMINEE(S) ON THE LINE BELOW.)                                                       


_____________________________________________________________________           
________________________                                                        

                                                        [Enlarge/Download Table]

                                                                                              
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS  FOR [  ]  AGAINST [  ]  ABSTAIN [ ]  2. 
   LLP AS INDEPENDENT ACCOUNTANTS OF THE FUNDS.                                               

3. TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND  FOR [  ]  AGAINST [  ]  ABSTAIN [ ]  3. 
   RESTATED DECLARATION OF TRUST.                                                             


_____________________________________________________________________           
________________________                                                        

REHI-PXC-0898    cusip # 315809608/fund # 671                                   

EXHIBIT 1                                                                       
UNDERLINED )) LANGUAGE WILL BE ADDED                                            
[BRACKETED] LANGUAGE WILL BE DELETED                                            
FORM OF                                                                         
MANAGEMENT CONTRACT                                                             
BETWEEN                                                                         
FIDELITY ADVISOR SERIES IV:                                                     
FIDELITY ADVISOR [LIMITED TERM] ((INTERMEDIATE)) BOND FUND                      
AND                                                                             
FIDELITY MANAGEMENT & RESEARCH COMPANY                                          
[MODIFICATION made this 1st day of January 1995](( AMENDMENT made             
this __ day of ___________ 19__)), by and between Fidelity Advisor              
Series IV, a Massachusetts business trust which may issue one or more           
series of shares of beneficial interest (hereinafter called the                 
"Fund"), on behalf of Fidelity Advisor [Limited Term](( Intermediate            
))Bond Fund (hereinafter called the "Portfolio"), and Fidelity                  
Management & Research Company, a Massachusetts corporation                      
(hereinafter called the "Adviser")(( as set forth in its entirety               
below)).                                                                        
Required authorization and approval by shareholders and Trustees              
having been obtained, the Fund, on behalf of the Portfolio, and the             
Adviser hereby consent, pursuant to Paragraph 6 of the existing                 
Management Contract dated [January 29, 1989] ((January 1, 1995)), to a          
modification of said Contract in the manner set forth below. The                
Amended Management Contract shall, when executed by duly authorized             
officers of the Fund and the Adviser, take effect on [the later of              
January 1, 1995 or the first day of the month following approval] ((            
)).                                                                   
1. (a) Investment Advisory Services. The Adviser undertakes to act as         
investment adviser of the Portfolio and shall, subject to the                   
supervision of the Fund's Board of Trustees, direct the investments of          
the Portfolio in accordance with the investment objective, policies             
and limitations as provided in the Portfolio's Prospectus or other              
governing instruments, as amended from time to time, the Investment             
Company Act of 1940 and rules thereunder, as amended from time to time          
(the "1940 Act"), and such other limitations as the Portfolio may               
impose by notice in writing to the Adviser. The Adviser shall also              
furnish for the use of the Portfolio office space and all necessary             
office facilities, equipment and personnel for servicing the                    
investments of the Portfolio; and shall pay the salaries and fees of            
all officers of the Fund, of all Trustees of the Fund who are                   
"interested persons" of the Fund or of the Adviser and of all                   
personnel of the Fund or the Adviser performing services relating to            
research, statistical and investment activities. The Adviser is                 
authorized, in its discretion and without prior consultation with the           
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds          
and other securities and investment instruments on behalf of the                
Portfolio. The investment policies and all other actions of the                 
Portfolio are and shall at all times be subject to the control and              
direction of the Fund's Board of Trustees.                                      
(b) Management Services. The Adviser shall perform (or arrange for          
the performance by its affiliates of) the management and                        
administrative services necessary for the operation of the Fund. The            
Adviser shall, subject to the supervision of the Board of Trustees,             
perform various services for the Portfolio, including but not limited           
to: (i) providing the Portfolio with office space, equipment and                
facilities (which may be its own) for maintaining its organization;             
(ii) on behalf of the Portfolio, supervising relations with, and                
monitoring the performance of, custodians, depositories, transfer and           
pricing agents, accountants, attorneys, underwriters, brokers and               
dealers, insurers and other persons in any capacity deemed to be                
necessary or desirable; (iii) preparing all general shareholder                 
communications, including shareholder reports; (iv) conducting                  
shareholder relations; (v) maintaining the Fund's existence and its             
records; (vi) during such times as shares are publicly offered,                 
maintaining the registration and qualification of the Portfolio's               
shares under federal and state law; and (vii) investigating the                 
development of and developing and implementing, if appropriate,                 
management and shareholder services designed to enhance the value or            
convenience of the Portfolio as an investment vehicle.                          
The Adviser shall also furnish such reports, evaluations, information         
or analyses to the Fund as the Fund's Board of Trustees may request             
from time to time or as the Adviser may deem to be desirable. The               
Adviser shall make recommendations to the Fund's Board of Trustees              
with respect to Fund policies, and shall carry out such policies as             
are adopted by the Trustees. The Adviser shall, subject to review by            
the Board of Trustees, furnish such other services as the Adviser               
shall from time to time determine to be necessary or useful to perform          
its obligations under this Contract.                                            
(c) The Adviser shall place all orders for the purchase and sale of         
portfolio securities for the Portfolio's account with brokers or                
dealers selected by the Adviser, which may include brokers or dealers           
affiliated with the Adviser. The Adviser shall use its best efforts to          
seek to execute portfolio transactions at prices which are                      
advantageous to the Portfolio and at commission rates which are                 
reasonable in relation to the benefits received. In selecting brokers           
or dealers qualified to execute a particular transaction, brokers or            
dealers may be selected who also provide brokerage and research                 
services (as those terms are defined in Section 28(e) of the                    
Securities Exchange Act of 1934) to the Portfolio and/or the other              
accounts over which the Adviser or its affiliates exercise investment           
discretion. The Adviser is authorized to pay a broker or dealer who             
provides such brokerage and research services a commission for                  
executing a portfolio transaction for the Portfolio which is in excess          
of the amount of commission another broker or dealer would have                 
charged for effecting that transaction if the Adviser determines in             
good faith that such amount of commission is reasonable in relation to          
the value of the brokerage and research services provided by such               
broker or dealer. This determination may be viewed in terms of either           
that particular transaction or the overall responsibilities which the           
Adviser and its affiliates have with respect to accounts over which             
they exercise investment discretion. The Trustees of the Fund shall             
periodically review the commissions paid by the Portfolio to determine          
if the commissions paid over representative periods of time were                
reasonable in relation to the benefits to the Portfolio.                        
The Adviser shall, in acting hereunder, be an independent contractor.         
The Adviser shall not be an agent of the Portfolio.                             
2. It is understood that the Trustees, officers and shareholders of           
the Fund are or may be or become interested in the Adviser as                   
directors, officers or otherwise and that directors, officers and               
stockholders of the Adviser are or may be or become similarly                   
interested in the Fund, and that the Adviser may be or become                   
interested in the Fund as a shareholder or otherwise.                           
3. The Adviser will be compensated on the following basis for the             
services and facilities to be furnished hereunder. The Adviser shall            
receive a monthly management fee, payable monthly as soon as                    
practicable after the last day of each month, composed of a Group Fee           
and an Individual Fund Fee.                                                     
(a) Group Fee Rate. The Group Fee Rate shall be based upon the              
monthly average of the net assets of the registered investment                  
companies having Advisory and Service or Management Contracts with the          
Adviser (computed in the manner set forth in the fund's Declaration of          
Trust or other organizational document) determined as of the close of           
business on each business day throughout the month. The Group Fee Rate          
shall be determined on a cumulative basis pursuant to the following             
schedule:                                                                       
AVERAGE NET ASSETS          ANNUALIZED FEE RATE (FOR EACH LEVEL)                

0       -    $ 3 BILLION      0.3700%                                           

3       -    6                0.3400                                            

6       -    9                0.3100                                            

9       -    12               0.2800                                            

12      -    15               0.2500                                            

15      -    18               0.2200                                            

18      -    21               0.2000                                            

21      -    24               0.1900                                            

24      -    30               0.1800                                            

30      -    36               0.1750                                            

36      -    42               0.1700                                            

42      -    48               0.1650                                            

48      -    66               0.1600                                            

66      -    84               0.1550                                            

84      -    120              0.1500                                            

120     -    156              0.1450                                            

156     -    192              0.1400                                            

192     -    228              0.1350                                            

228     -    264              0.1300                                            

264     -    300              0.1275                                            

300     -    336              0.1250                                            

336     -    372              0.1225                                            

[OVER        372]            [0.1200]                                           

((372   -    408))          ((0.1200))                                          

((408   -    444))          ((0.1175))                                          

((444   -    480))          ((0.1150))                                          

((480   -    516))          ((0.1125))                                          

((OVER       516))          ((0.1100))                                          

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be         
.30%.                                                                         
The sum of the Group Fee Rate, calculated as described above to the           
nearest millionth, and the Individual Fund Fee Rate shall constitute            
the Annual Management Fee Rate. One-twelfth of the Annual Management            
Fee Rate shall be applied to the average of the net assets of the               
Portfolio (computed in the manner set forth in the Fund's Declaration           
of Trust or other organizational document) determined as of the close           
of business on each business day throughout the month.                          
(c) In case of termination of this Contract during any month, the           
fee for that month shall be reduced proportionately on the basis of             
the number of business days during which it is in effect, and the fee           
computed upon the average net assets for the business days it is so in          
effect for that month.                                                          
4. It is understood that the Portfolio will pay all its expenses,             
which expenses payable by the Portfolio shall include, without                  
limitation, (i) interest and taxes; (ii) brokerage commissions and              
other costs in connection with the purchase or sale of securities and           
other investment instruments; (iii) fees and expenses of the Fund's             
Trustees other than those who are "interested persons" of the Fund or           
the Adviser; (iv) legal and audit expenses; (v) custodian, registrar            
and transfer agent fees and expenses; (vi) fees and expenses related            
to the registration and qualification of the Fund and the Portfolio's           
shares for distribution under state and federal securities laws; (vii)          
expenses of printing and mailing reports and notices and proxy                  
material to shareholders of the Portfolio; (viii) all other expenses            
incidental to holding meetings of the Portfolio's shareholders,                 
including proxy solicitations therefor; (ix) a pro rata share, based            
on relative net assets of the Portfolio and other registered                    
investment companies having Advisory and Service or Management                  
Contracts with the Adviser, of 50% of insurance premiums for fidelity           
and other coverage; (x) its proportionate share of association                  
membership dues; (xi) expenses of typesetting for printing                      
Prospectuses and Statements of Additional Information and supplements           
thereto; (xii) expenses of printing and mailing Prospectuses and                
Statements of Additional Information and supplements thereto sent to            
existing shareholders; and (xiii) such non-recurring or extraordinary           
expenses as may arise, including those relating to actions, suits or            
proceedings to which the Portfolio is a party and the legal obligation          
which the Portfolio may have to indemnify the Fund's Trustees and               
officers with respect thereto.                                                  
5. The services of the Adviser to the Portfolio are not to be deemed          
exclusive, the Adviser being free to render services to others and              
engage in other activities, provided, however, that such other                  
services and activities do not, during the term of this Contract,               
interfere, in a material manner, with the Adviser's ability to meet             
all of its obligations with respect to rendering services to the                
Portfolio hereunder. In the absence of willful misfeasance, bad faith,          
gross negligence or reckless disregard of obligations or duties                 
hereunder on the part of the Adviser, the Adviser shall not be subject          
to liability to the Portfolio or to any shareholder of the Portfolio            
for any act or omission in the course of, or connected with, rendering          
services hereunder or for any losses that may be sustained in the               
purchase, holding or sale of any security or other investment                   
instrument.                                                                     
6. (a) Subject to prior termination as provided in sub-paragraph (d)          
of this paragraph 6, this Contract shall continue in force until June           
30, [1995] ((1999)) and indefinitely thereafter, but only so long as            
the continuance after such date shall be specifically approved at               
least annually by vote of the Trustees of the Fund or by vote of a              
majority of the outstanding voting securities of the Portfolio.                 
(b) This Contract may be modified by mutual consent [, such consent         
on the part of the Fund to be authorized by vote of a majority of the           
outstanding voting securities of the Portfolio](( subject to the                
provisions of Section 15 of the 1940 Act, as modified by or                     
interpreted by any applicable order or orders of the Securities and             
Exchange Commission (the "Commission") or any rules or regulations              
adopted by, or interpretative releases of, the Commission)).                    
(c) In addition to the requirements of sub-paragraphs (a) and (b) of        
this paragraph 6, the terms of any continuance or modification of this          
Contract must have been approved by the vote of a majority of those             
Trustees of the Fund who are not parties to the Contract or interested          
persons of any such party, cast in person at a meeting called for the           
purpose of voting on such approval.                                             
(d) Either party hereto may, at any time on sixty (60) days' prior          
written notice to the other, terminate this Contract, without payment           
of any penalty, by action of its Trustees or Board of Directors, as             
the case may be, or with respect to the Portfolio by vote of a                  
majority of the outstanding voting securities of the Portfolio. This            
Contract shall terminate automatically in the event of its assignment.          
7. The Adviser is hereby expressly put on notice of the limitation of         
shareholder liability as set forth in the Fund's Declaration of Trust           
or other organizational document and agrees that the obligations                
assumed by the Fund pursuant to this Contract shall be limited in all           
cases to the Portfolio and its assets, and the Adviser shall not seek           
satisfaction of any such obligation from the shareholders or any                
shareholder of the Portfolio or any other Portfolios of the Fund. In            
addition, the Adviser shall not seek satisfaction of any such                   
obligations from the Trustees or any individual Trustee. The Adviser            
understands that the rights and obligations of any Portfolio under the          
Declaration of Trust or other organizational document are separate and          
distinct from those of any and all other Portfolios.                            
8. This Agreement shall be governed by, and construed in accordance           
with, the laws of the Commonwealth of Massachusetts, without giving             
effect to the choice of laws provisions thereof.                                
The terms "vote of a majority of the outstanding voting securities,"          
"assignment," and "interested persons," when used herein, shall have            
the respective meanings specified in the 1940 Act, as now in effect or          
as hereafter amended, and subject to such orders as may be granted by           
the [Securities and Exchange] Commission.                                       
IN WITNESS WHEREOF the parties have caused this instrument to be              
signed in their behalf by their respective officers thereunto duly              
authorized, and their respective seals to be hereunto affixed, all as           
of the date written above.                                                      
FIDELITY ADVISOR SERIES IV                                                      
on behalf of Fidelity Advisor [Limited Term](( Intermediate ))Bond              
Fund                                                                            

SIGNATURE LINES OMITTED                                                         

EXHIBIT 1                                                                       
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS           
(A)                                                                             

                                                        [Enlarge/Download Table]

                                                                                       
INVESTMENT                               FISCAL            AVERAGE        RATIO OF NET 
OBJECTIVE AND FUND                       YEAR END (A)      NET ASSETS     ADVISORY FEES
                                                           (MILLIONS)(B)  TO AVERAGE   
                                                                          NET ASSETS   
                                                                          PAID         
                                                                          TO FMR (C)   
TAXABLE BOND                                                                           

THE NORTH CAROLINA CAPITAL                                                             
MANAGEMENT TRUST:                                                                      

 TERM PORTFOLIO                           6/30/97          $ 66.5         0.36%        

GINNIE MAE ((POUND))                      7/31/97           794.2         0.44         

   INTERMEDIATE GOVERNMENT                7/31/97           702.1         0.54*        
   INCOME ((POUND))                                                                    

TARGET TIMELINE FUNDS: ((POUND))                                                       

 1999                                     7/31/97           9.7           0.00*        

 2001                                     7/31/97           8.2           0.00*        

 2003                                     7/31/97           10.6          0.00*        

SPARTAN GINNIE MAE                        8/31/97           461.8         0.51*        

GOVERNMENT SECURITIES                     9/30/97           978.5         0.44         

SHORT-INTERMEDIATE GOVERNMENT             9/30/97           122.2         0.44         

SPARTAN INVESTMENT GRADE BOND ((POUND))   9/30/97           404.0         0.48*        

SPARTAN SHORT-TERM BOND ((POUND))         9/30/97           306.6         0.50*        

ADVISOR MORTGAGE SECURITIES:                                                           

 CLASS A                                     10/31/97       1.6           0.4   4*     

 CLASS T                                  10/31/97          13.0          0.4   4*     

 CLASS B                                  10/31/97          1.2           0.4   4*     

 INSTITUTIONAL CLASS                      10/31/97          15.2          0.4   4*     

    INITIAL CLASS                         10/31/97          497.7         0.44         

ADVISOR GOVERNMENT INVESTMENT:                                                         

 CLASS A                                  10/31/97          0.7           0.44*        

 CLASS T                                  10/31/97          171.0         0.44*        

 CLASS B                                  10/31/97          17.3          0.44*        

 CLASS C    ((HOLLOW DIAMOND))            10/31/98**        1.3           0.44*        

 INSTITUTIONAL CLASS                      10/31/97          22.0          0.44*        

ADVISOR HIGH YIELD: ((POUND))                                                          

 CLASS A                                  10/31/97          19.7          0.59         

 CLASS T                                  10/31/97          1,972.7       0.59         

 CLASS B                                  10/31/97          460.7         0.59         

 CLASS C    ((HOLLOW DIAMOND))            10/31/98**        82.8          0.59         

 INSTITUTIONAL CLASS                      10/31/97          54.6          0.59         

ADVISOR SHORT FIXED-INCOME: ((POUND))                                                  

 CLASS A                                  10/31/97         $ 3.1          0.44%*       

 CLASS T                                  10/31/97          380.2         0.44         

 CLASS C    ((HOLLOW DIAMOND))            10/31/98**        0.8           0.44*        

 INSTITUTIONAL CLASS                      10/31/97          5.9           0.44*        

ADVISOR INTERMEDIATE BOND: ((POUND))                                                   

 CLASS A                                  11/30/97          2.1           0.44*        

 CLASS B                                  11/30/97          19.6          0.44*        

 CLASS T                                  11/30/97          262.1         0.44         

 CLASS C ((SUNBURST))                     11/30/97          0.0           0.44*        

 INSTITUTIONAL CLASS                      11/30/97          192.5         0.44         

INSTITUTIONAL SHORT-INTERMEDIATE          11/30/97          342.8         0.45         
GOVERNMENT                                                                             

REAL ESTATE HIGH INCOME                   11/30/97          46.1          0.74         

ADVISOR EMERGING MARKETS                                                               
INCOME: ((REX-ALL))                                                                    

 CLASS A                                  12/31/97          1.3           0.69*        

 CLASS B                                  12/31/97          22.3          0.69         

 CLASS T                                  12/31/97          92.2          0.69         

 CLASS C ((SUNBURST))                     12/31/97          0.0           0.69*        

 INSTITUTIONAL CLASS                      12/31/97          3.6           0.69*        

ADVISOR STRATEGIC INCOME: ((REX-ALL))                                                  

 CLASS A                                  12/31/97          1.7           0.59*        

 CLASS B                                  12/31/97          45.5          0.59         

 CLASS T                                  12/31/97          110.6         0.59         

 CLASS C                                  12/31/97          0.3           0.59*        

 INSTITUTIONAL CLASS                      12/31/97          6.2           0.59*        

   INTERNATIONAL BOND (    (EPSLON))      12/31/97          92.5          0.69         

NEW MARKETS INCOME ((REX-ALL))            12/31/97          386.4         0.69         

REAL ESTATE HIGH INCOME II                12/31/97          73.9          0.74         

VARIABLE INSURANCE PRODUCTS:                                                           

 HIGH INCOME ((POUND))                                                                 

  INITIAL CLASS                           12/31/97          1,936.9       0.59         

  SERVICE CLASS  ((SUNBURST))             12/31/97          0.0           0.59         

VARIABLE INSURANCE PRODUCTS II:                                                        

 INVESTMENT GRADE BOND                    12/31/97          262.9         0.44         

U.S. BOND INDEX                           2/2   8    /98    632.8         0.32*        

CAPITAL & INCOME ((POUND))                4/30/98           2,144.9       0.59         

   HIGH INCOME ((POUND))                  4/30/98           2,412.2       0.80         

INTERMEDIATE BOND ((POUND))               4/30/98         $ 3,139.1       0.44%        

INVESTMENT GRADE BOND ((POUND))           4/30/98           1,617.5       0.44         

SHORT-TERM BOND ((POUND))                 4/30/98           883.0         0.44         

SPARTAN GOVERNMENT INCOME                 4/30/98           275.9         0.60*        

SPARTAN SHORT-INTERMEDIATE                4/30/98           72.8          0.65         
GOVERNMENT                                                                             


(a) All fund data are as of the fiscal year end noted in the chart or           
as of May 31, 1998, if fiscal year end figures are not yet available.           
(b) Average net assets are computed on the basis of average net assets          
of each fund at the close of business on each business day throughout           
its fiscal period.                                                              
(c) Reflects reductions for any expense reimbursement paid by or due            
from FMR pursuant to voluntary or state expense limitations. Funds so           
affected are indicated by an (*).                                               
** Less than a complete fiscal year                                             
((sunburst)) Average net assets for the period shown were less than             
$100,000                                                                        
((rex-all)) Fidelity Management & Research Company has entered into             
sub-advisory agreements with the following affiliates: Fidelity                 
Management & Research (U.K.) Inc. (FMR U.K.), Fidelity Management &             
Research (Far East) Inc. (FMR Far East), Fidelity Investments Japan             
Ltd. (FIJ), Fidelity International Investment Advisors (FIIA), and              
Fidelity International Investment Advisors (U.K.) Limited (   FIIA              
(U.K.) L)    , with respect to the fund.                                        
((epslon)) Fidelity Management & Research Company has entered into              
sub-advisory agreements with the following affiliates: FMR U.K., FMR            
Far East, FIIA, and FIIA (U.K.) L, with respect to the fund.                    
((pound)) Fidelity Management & Research Company has entered into               
sub-advisory agreements with FMR U.K. and FMR Far East, with respect            
to the fund.                                                                    
((hollow diamond)) The ratio of net advisory fees to average net                
assets paid to FMR represents the amount as of the prior fiscal year            
end. Updated ratios will be presented for each class of shares of the           
fund when the next fiscal year end figures are available.                       

ADVIV-PXS-1098 CUSIP#315809806/FUND#261                                   
705920 CUSIP#315809509/FUND#687                                                 
CUSIP#315809889/FUND#524                                                      
CUSIP#315809103/FUND#087                                                      
CUSIP#315809202/FUND#287                                                      
CUSIP#315809400/FUND#662                                                      
CUSIP#315809608/FUND#671                                                      
IMPORTANT PROXY MATERIALS...                                                    
PLEASE CAST YOUR VOTE NOW!                                                      
Dear Fidelity Funds Shareholder:                                                
On October 7, 1998, a special shareholder meeting of the following              
Fidelity Funds will be held:                                                    
(solid bullet) Advisor Intermediate Bond Fund (Class A, Class T, Class          
B, Class C, and Institutional Class)                                            
(solid bullet) Institutional Short-Intermediate Government Fund                 
(solid bullet) Real Estate High Income Fund                                     
THIS PACKAGE CONTAINS A SEPARATE VOTING CARD FOR EACH CLASS OF EACH             
FUND YOU OWN.  IF THERE IS MORE THAN ONE CARD IN YOUR PACKAGE, IT IS            
IMPORTANT THAT YOU VOTE EACH CARD.                                              
The matters to be discussed are important, and directly affect your             
investment.  As a shareholder, you cast one vote for each share and             
fractional votes for fractional shares of each fund you own.  YOU MAY           
THINK YOUR VOTE IS INSIGNIFICANT, BUT EVERY VOTE IS EXTREMELY                   
IMPORTANT.  We must continue sending requests to vote until a majority          
of the shares are voted prior to the meeting.  Additional mailings are          
expensive, and some of these costs may be charged directly to a fund.           
The enclosed Proxy Statement details the proposals under                        
consideration.  A list of the issues can be found beginning on the              
first page of the Proxy Statement.  In addition, we have attached a             
Q&A to assist you in understanding the proposals that may require your          
vote.  After you have read the material, please cast your vote                  
promptly by signing and returning the enclosed proxy card(s).  It is            
important that you sign your proxy card exactly as your name appears            
in the registration of the proxy card.  A postage-paid envelope has             
been provided.  Your time will be well spent, and you will help save            
the cost of additional mailings.                                                
These proposals have been carefully considered by each fund's Board of          
Trustees, which is responsible for protecting your interests as a               
shareholder.  THE BOARD OF TRUSTEES BELIEVES THESE PROPOSALS ARE FAIR           
AND REASONABLE, AND RECOMMENDS THAT YOU APPROVE THEM.  If you have any          
questions about any of the proposals, please do not hesitate to                 
contact Fidelity Client Services at 800-522-7297.                               
Remember, this is your opportunity to voice your opinion on matters             
affecting your fund or funds.   YOUR PARTICIPATION IS EXTREMELY                 
IMPORTANT NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.                         
Thank you.  We appreciate your prompt attention.                                
Sincerely,                                                                      
Edward C. Johnson 3d                                                            
Chairman and Chief Executive Officer                                            

Q&A                                                                             
IMPORTANT INFORMATION TO                                                        
HELP YOU UNDERSTAND THE                                                         
PROPOSALS THAT YOU                                                              
ARE BEING ASKED TO VOTE ON.                                                     

PLEASE READ THE FULL TEXT OF THE PROXY STATEMENT.  BELOW IS A BRIEF             
OVERVIEW OF THE MATTERS TO BE VOTED UPON.  YOUR VOTE IS IMPORTANT.  IF          
YOU HAVE ANY QUESTIONS REGARDING THE PROPOSALS PLEASE CALL CLIENT               
SERVICES AT 800-522-7297.  WE APPRECIATE YOU PLACING YOUR TRUST IN THE          
FIDELITY FUNDS AND LOOK FORWARD TO HELPING YOU ACHIEVE YOUR FINANCIAL           
GOALS.                                                                          
Q. WHY ARE THE FUNDS PROPOSING TO ADOPT AN AMENDED AND RESTATED                 
DECLARATION OF TRUST (THE NEW DECLARATION OF TRUST)?                            
A.  The New Declaration of Trust is a more modern form of trust                 
instrument for a Massachusetts business trust.  It gives the Trustees           
more flexibility and, subject to the applicable requirements of                 
Federal and state law, broader authority to act.  This increased                
flexibility may allow the Trustees to react more quickly to changes in          
competitive and regulatory conditions.  Adoption of the New                     
Declaration of Trust will not alter the Trustees existing fiduciary             
obligations to act in the best interests of the shareholders.  Before           
utilizing any new flexibility that the New Declaration of Trust may             
afford, the Trustees must first consider the shareholders' interests            
and act in accordance with such interests.  The New Declaration of              
Trust amends the current Declaration of Trust in a number of                    
significant ways.  Please review the Proxy Statement for specific               
details.                                                                        
Q. WHY IS ADVISOR INTERMEDIATE BOND FUND REORGANIZING FROM ONE                  
MASSACHUSETTS BUSINESS TRUST TO ANOTHER?                                        
A. Advisor Intermediate Bond Fund is presently organized as a series            
of the trust, a Massachusetts business trust.  The Board of Trustees            
unanimously recommends reorganization of Advisor Intermediate Bond              
Fund to a separate series of Fidelity Advisor Series II.  The proposed          
changes will consolidate and streamline production and mailing of               
legal documents and have no material effect on shareholders or                  
management of each fund.                                                        
(v) WHY IS ADVISOR INTERMEDIATE BOND FUND PROPOSING TO ADOPT AN                 
AMENDED MANAGEMENT CONTRACT?                                                    
A. The amended contract is principally designed to modify the                   
management fee that FMR receives by providing for lower fees when               
FMR's assets under management exceed certain levels (the Group Fee              
Rate).  The amended contract may result in a management fee that is             
lower than the fee payable under the present management contract.               
The Board of Trustees believes that the existing management fee                 
structure is fair and reasonable and that the proposed modifications            
to the management fee are in the best interest of the fund's                    
shareholders.  Please refer to the Proxy Statement for specific                 
details of each change.                                                         
Q. WILL THE AMENDMENT TO CHANGE THE FUNDAMENTAL INVESTMENT LIMITATION           
CONCERNING DIVERSIFICATION FOR ADVISOR INTERMEDIATE BOND FUND AND               
INSTITUTIONAL SHORT-INTERMEDIATE GOVERNMENT FUND AFFECT MY FUND'S               
INVESTMENT OBJECTIVE?                                                           
A. No.  The Board of Trustees believes that this proposal is in the             
best interest of each fund's shareholders, and will not affect the              
funds' investment philosophies.  The proposal will allow each fund to           
invest without limit in the securities of other investment companies.           
Q. WHAT ABOUT THE OTHER PROPOSALS IN THIS PROXY?                                
A. The other proposals that require your vote have been unanimously             
approved by each fund's Board of Trustees.  Proposals regarding the             
election of a new Board of Trustees and the ratification of  the                
selection of  PricewaterhouseCoopers LLP as independent accountants of          
the funds are explained clearly in the funds' Proxy Statement.                  
Q. HAS MY FUND'S BOARD OF TRUSTEES APPROVED THE PROPOSALS?                      
A. Yes.  The Board of Trustees of each fund has unanimously approved            
all of the proposals, and recommends that you vote to approve each              
one.                                                                            
Q. HOW DO I VOTE MY SHARES?                                                     
A. You can vote your shares by completing and signing the enclosed              
proxy card(s), and mailing them in the enclosed postage paid envelope.          
If you need any assistance, or have any questions regarding the                 
proposals or how to vote your shares, please call Fidelity Client               
Services at                                                                     
800-522-7297.                                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEFS14A’ Filing		Date		Other Filings
		4/30/99
		2/26/99
		11/1/98
For Period End:		10/7/98		PRES14A
Filed on:		8/10/98
		7/1/98		PRES14A
		6/30/98
		5/31/98		N-30D,  NSAR-A,  NSAR-A/A
		12/31/97		13F-E
		12/18/97
		12/9/97
		11/30/97		24F-2NT,  N-30D,  NSAR-B
		11/1/97
		10/16/97
		8/1/97		497
		7/31/97
		3/1/97
		1/1/97
		12/31/96		497
		12/30/96
		12/1/96
		8/30/96		485BPOS
		5/1/96
		1/1/96
		7/1/95
		3/16/95
		1/1/95
		12/14/94
				List all Filings