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:
 


                                                                         
[x]    Preliminary Proxy Statement                                             
 
                                                                               
 
[  ]   Preliminary Additional Materials                                        
 
                                                                               
 
[ ]    Definitive Proxy Statement                                              
 
                                                                               
 
[  ]   Definitive Additional Materials                                         
 
                                                                               
 
[  ]   Soliciting Material Pursuant to Sec. 240.14a-11(e) or Sec. 240.14a-12   
 

 
      Fidelity School Street Trust         
 
            Arthur S. Loring, Secretary   
 
Payment of Filing Fee (Check the appropriate box):
 


                                                                                      
[x]    $125 per Exchange Act Rules 0-11(c)(ii), 14a-6(j) (1), or 14a-6(j) (2).              
 
                                                                                            
 
[  ]   $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(j) (3).   
 
                                                                                            
 
[  ]   Fee computed on table below per Exchange Act Rules 14a-6(j) (4) 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:          
 
 


                                                                                             
[ ]   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:                                      
 
 
SPARTAN(registered trademark) BOND STRATEGIST(trademark)
FIDELITY LIMITED TERM MUNICIPALS
FUNDS OF
FIDELITY SCHOOL STREET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
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 Spartan Bond Strategist and Fidelity Limited Term Municipals
(the funds), will be held at the office of Fidelity School Street Trust
(the trust), 82 Devonshire Street, Boston, Massachusetts 02109 on December
14, 1994 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 Coopers & Lybrand L.L.P. as independent
accountants of the trust.
 3. To amend the Declaration of Trust to provide dollar-based voting rights
for shareholders of the trust.
 4. To amend the Declaration of Trust regarding shareholder notification of
appointment of Trustees.
 5. To amend the Declaration of Trust to provide each fund with the ability
to invest all of its assets in another open-end investment company with
substantially the same investment objective and policies.
 6. To adopt a new fundamental investment limitation for each fund
permitting a fund to invest all of its assets in another open-end
investment company with substantially the same investment objective and
policies.
 7. To approve an amended management contract for Fidelity Limited Term
Municipals.
 8. To amend Fidelity Limited Term Municipals' objective and replace the
fund's fundamental investment policies regarding debt quality and maturity
with non-fundamental policies.
 9. To amend  Fidelity Limited Term Municipals' fundamental investment
limitation concerning diversification.
10. To amend Fidelity Limited Term Municipals' fundamental investment
limitation concerning concentration of its investments in a single
industry.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
11. To amend the fundamental investment limitation concerning senior
securities for Fidelity Limited Term Municipals.
12. To eliminate the fundamental investment limitation concerning short
sales of securities for Fidelity Limited Term Municipals.
13. To eliminate the fundamental investment limitation concerning margin
purchases for Fidelity Limited Term Municipals.
14. To amend the fundamental investment limitation concerning borrowing for
Fidelity Limited Term Municipals.
15. To amend the fundamental investment limitation concerning underwriting
for Fidelity Limited Term Municipals.
16. To amend the fundamental investment limitation concerning real estate
for Fidelity Limited Term Municipals.
17. To amend the fundamental investment limitation concerning lending for
Fidelity Limited Term Municipals.
18. To eliminate the fundamental investment limitation concerning investing
in oil, gas, and mineral exploration programs for Fidelity Limited Term
Municipals.
19. To eliminate the fundamental investment limitation concerning
purchasing securities of an issuer in which the Trustees or directors and
officers of the trust of FMR hold more than 5% of any class of securities
of such issuer for Fidelity Limited Term Municipals.
 The Board of Trustees has fixed the close of business on October 17, 1994
as the record date for the determination of the shareholders of each of the
funds entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
October 17, 1994
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 you 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
SPARTAN BOND STRATEGIST
FIDELITY LIMITED TERM MUNICIPALS
TO BE HELD DECEMBER 14, 1994
 This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity School
Street Trust (the trust) to be used at the Special Meeting of Shareholders
of Spartan Bond Strategist and Fidelity Limited Term Municipals (the funds)
and at any adjournments thereof (the Meeting), to be held December 14, 1994
at 9:00 a.m. at 82 Devonshire Street, Boston, Massachusetts 02109, the
principal executive office of the trust. The purpose of the Meeting is set
forth in the accompanying Notice. The solicitation is made primarily by the
mailing of this Proxy Statement and the accompanying proxy card on or about
October 17, 1994. Supplementary solicitations may be made by mail,
telephone, telegraph, or by personal interview by representatives of the
trust. The expenses in connection with preparing this Proxy Statement and
its enclosures and of all solicitations will be paid by the funds (except
for Spartan Bond Strategist whose expenses will be borne by Fidelity
Management and Research Company (FMR)). The funds (FMR for Spartan Bond
Strategist), will reimburse brokerage firms and others for their reasonable
expenses in forwarding solicitation material to the beneficial owners of
shares.
 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, 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 which 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. All proxies not
voted, including broker non-votes, will not be counted toward establishing
a quorum. 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.
 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 proxies 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 proxies 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. A copy of each fund's
annual report for the fiscal period ended December 31, 1993 has been mailed
or delivered to shareholders of each respective fund entitled to vote at
the meeting. 
 Shares of each fund issued and outstanding as of July 31, 1994 are
indicated in the following table:
 SPARTAN BOND STRATEGIST __________
 FIDELITY LIMITED TERM MUNICIPALS __________
 To the knowledge of the trust, no shareholder owned of record or
beneficially more than 5% of the outstanding shares of any of the funds on
that date [Beneficial ownership information to be updated.] Shareholders of
record at the close of business on October 17, 1994 will be entitled to
vote at the Meeting. Each such shareholder will be entitled to one vote for
each share held on that date.
VOTE REQUIRED:A PLURALITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT TO
APPROVE PROPOSAL 1. APPROVAL OF PROPOSAL 3 REQUIRES THE AFFIRMATIVE VOTE OF
A MAJORITY OF THE OUTSTANDING VOTING SECURITIES OF BOTH THE TRUST AND EACH
FUND OF THE TRUST AND, IN THE CASE OF PROPOSALS 4 AND 5, A MAJORITY OF
OUTSTANDING VOTING SECURITIES OF THE ENTIRE TRUST. APPROVAL OF PROPOSALS 2
AND 6 THROUGH 19 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), A "MAJORITY VOTE OF THE
OUTSTANDING VOTING SECURITIES" MEANS THE AFFIRMATIVE VOTE OF THE LESSER OF
(A) 67% OR MORE OF THE SHARES PRESENT AT THE MEETING OR REPRESENTED BY
PROXY IF THE HOLDERS OF MORE THAN 50% OF THE OUTSTANDING SHARES ARE PRESENT
OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE OUTSTANDING SHARES.
1. TO ELECT A BOARD OF TRUSTEES.
 Pursuant to the provisions of the Declaration of Trust of Fidelity School
Street Trust, 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.
 Except for Mr. Mann, all nominees named below are currently Trustees of
Fidelity School Street Trust and have served in that capacity continuously
since originally elected or appointed. Mrs. Davis and Messrs. Cox, Jones,
and Lynch, were selected by the trust's Nominating and Administration
Committee (see page __ ) and were appointed to the Board in December 1992,
November 1991, May 1990, and April 1990 respectively. None of the nominees
is 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, Fidelity
Management & Research Company (FMR, or the Adviser), or the funds'
distribution agent, Fidelity Distributors Corporation (FDC). Each of the
nominees is currently a Trustee or General Partner, as the case may be, of
other funds 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.
 


Nominee                  Principal Occupation(s)**              Year of        
 (Age)                                                          Election or    
                                                                Appointme      
                                                                nt             
 
                                                                      
*J. Gary Burkhead        Senior Vice President, is              1986           
82 Devonshire Street     President of FMR; and President                       
Boston, MA               and a Director of FMR Texas                           
 (53)                    Inc. (1989), Fidelity                                 
                         Management & Research (U.K.)                          
                         Inc., and Fidelity Management &                       
                         Research (Far East) Inc.                              
 
Ralph F. Cox             Consultant to Western Mining           1991           
200 Rivercrest Drive     Corporation (1994). Prior to                          
Fort Worth, TX           February 1994, he was                                 
 (62)                    President of Greenhill Petroleum                      
                         Corporation (petroleum                                
                         exploration and production,                           
                         1990). Until March 1990, Mr.                          
                         Cox was President and Chief                           
                         Operating Officer of Union                            
                         Pacific Resources Company                             
                         (exploration and production). He                      
                         is a Director of Bonneville Pacific                   
                         Corporation (independent power,                       
                         1989), Sanifill Corporation                           
                         (non-hazardous waste, 1993),                          
                         and CH2M Hill Companies                               
                         (engineering). In addition, he                        
                         served on the Board of Directors                      
                         of the Norton Company                                 
                         (manufacturer of industrial                           
                         devices, 1983-1990) and                               
                         continues to serve on the Board                       
                         of Directors of the Texas State                       
                         Chamber of Commerce, and is a                         
                         member of advisory boards of                          
                         Texas A&M University and the                          
                         University of Texas at Austin.                        
 
Phyllis Burke Davis      Prior to her retirement in             1992           
P.O. Box 264             September 1991, Mrs. Davis                            
Bridgehampton, NY        was the Senior Vice President of                      
 (62)                    Corporate Affairs of Avon                             
                         Products, Inc. She is currently a                     
                         Director of BellSouth                                 
                         Corporation                                           
                         (telecommunications), Eaton                           
                         Corporation (manufacturing,                           
                         1991), and the TJX Companies,                         
                         Inc. (retail stores, 1990), and                       
                         previously served as a Director                       
                         of Hallmark Cards, Inc.                               
                         (1985-1991) and Nabisco                               
                         Brands, Inc. In addition, she                         
                         serves as a Director of the New                       
                         York City Chapter of the National                     
                         Multiple Sclerosis Society, and is                    
                         a member of the Advisory                              
                         Council of the International                          
                         Executive Service Corps. and                          
                         the President's Advisory Council                      
                         of The University of Vermont                          
                         School of Business                                    
                         Administration.                                       
 
Richard J. Flynn         Financial consultant. Prior to         1982           
77 Fiske Hill            September 1986, Mr. Flynn was                         
Sturbridge, MA           Vice Chairman and a Director of                       
 (70)                    the Norton Company                                    
                         (manufacturer of industrial                           
                         devices). He is currently a                           
                         Director of Mechanics Bank and                        
                         a Trustee of College of the Holy                      
                         Cross and Old Sturbridge                              
                         Village, Inc.                                         
 
*Edward C. Johnson       President, is Chairman, Chief          1976           
3d                       Executive Officer and a Director                      
82 Devonshire Street     of FMR Corp.; a Director and                          
Boston, MA               Chairman of the Board and of                          
 (64)                    the Executive Committee of                            
                         FMR; Chairman and a Director                          
                         of FMR Texas Inc. (1989),                             
                         Fidelity Management &                                 
                         Research (U.K.) Inc., and                             
                         Fidelity Management &                                 
                         Research (Far East) Inc.                              
 
E. Bradley Jones         Prior to his retirement in 1984,       1990           
3881-2 Lander Road       Mr. Jones was Chairman and                            
Chagrin Falls, OH        Chief Executive Officer of LTV                        
 (67)                    Steel Company. Prior to May                           
                         1990, he was a Director of                            
                         National City Corporation (a                          
                         bank holding company) and                             
                         National City Bank of Cleveland.                      
                         He is a Director of TRW Inc.                          
                         (original equipment and                               
                         replacement products),                                
                         Cleveland-Cliffs Inc (mining),                        
                         NACCO Industries, Inc. (mining                        
                         and marketing), Consolidated                          
                         Rail Corporation, Birmingham                          
                         Steel Corporation, Hyster-Yale                        
                         Materials Handling, Inc. (1989)                       
                         and RPM Inc. (manufacturer of                         
                         chemical products, 1990). In                          
                         addition, he serves as a Trustee                      
                         of First Union Real Estate                            
                         Investments, Chairman of the                          
                         Board of Trustees and a                               
                         member of the Executive                               
                         Committee of the Cleveland                            
                         Clinic Foundation, a Trustee and                      
                         a member of the Executive                             
                         Committee of University School                        
                         (Cleveland), and a Trustee of                         
                         Cleveland Clinic Florida.                             
 
Donald J. Kirk           Professor at Columbia University       1987           
680 Steamboat Road       Graduate School of Business                           
Apartment #1-North       and a financial consultant. Prior                     
Greenwich, CT            to 1987, he was Chairman of the                       
 (62)                    Financial Accounting Standards                        
                         Board. Mr. Kirk is a Director of                      
                         General Re Corporation                                
                         (reinsurance) and Valuation                           
                         Research Corp. (appraisals and                        
                         valuations, 1993). In addition, he                    
                         serves as Vice Chairman of the                        
                         Board of Directors of the                             
                         National Arts Stabilization Fund                      
                         and Vice Chairman of the Board                        
                         of Trustees of the Greenwich                          
                         Hospital Association.                                 
 
*Peter S. Lynch          Vice Chairman of FMR (1992).           1990           
82 Devonshire Street     Prior to his retirement on May                        
Boston, MA               31, 1990, he was a Director of                        
  (51)                   FMR (1989) and Executive Vice                         
                         President of FMR (a position he                       
                         held until March 31, 1991); Vice                      
                         President of Fidelity Magellan                        
                         Fund and FMR Growth Group                             
                         Leader; and  Managing Director                        
                         of FMR Corp. Mr. Lynch was                            
                         also Vice President of Fidelity                       
                         Investments Corporate Services                        
                         (1991-1992). He is a Director of                      
                         W.R. Grace & Co. (chemicals,                          
                         1989) and Morrison Knudsen                            
                         Corporation (engineering and                          
                         construction). 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 (1990).                                        
 
Gerald C. McDonough      Chairman of G.M. Management            1989           
135 Aspenwood Drive      Group (strategic advisory                             
Cleveland, OH            services). Prior to his retirement                    
 (65)                    in July 1988, he was Chairman                         
                         and Chief Executive Officer of                        
                         Leaseway Transportation Corp.                         
                         (physical distribution services).                     
                         Mr. McDonough is a Director of                        
                         ACME-Cleveland Corp. (metal                           
                         working, telecommunications                           
                         and electronic products),                             
                         Brush-Wellman Inc. (metal                             
                         refining), York International                         
                         Corp. (air conditioning and                           
                         refrigeration, 1989), Commercial                      
                         Intertech Corp. (water treatment                      
                         equipment, 1992), and                                 
                         Associated Estates Realty                             
                         Corporation (a real estate                            
                         investment trust, 1993).                              
 
Edward H. Malone         Prior to his retirement in 1985,       1988           
5601 Turtle Bay Drive    Mr. Malone was Chairman,                              
#2104                    General Electric Investment                           
Naples, FL               Corporation and a Vice                                
 (70)                    President of General Electric                         
                         Company. He is a Director of                          
                         Allegheny Power Systems, Inc.                         
                         (electric utility), General Re                        
                         Corporation (reinsurance), and                        
                         Mattel Inc. (toy manufacturer). In                    
                         addition, he serves as a Trutee                       
                         of Corporate Property Investors,                      
                         the EPS Foundation at Trinity                         
                         College, the Naples                                   
                         Philharmonic Center for the Arts,                     
                         and Rensselaer Polytechnic                            
                         Institute, and he is a member of                      
                         the Advisory Boards of Butler                         
                         Capital Corporation Funds and                         
                         Warburg, Pincus Partnership                           
                         Funds.                                                
 
Marvin L. Mann           Chairman of the Board,                 -              
55 Railroad Avenue       President, and Chief Executive                        
Greenwhich, CT           Officer of Lexmark International,                     
 (61)                    Inc. (office machines, 1991).                         
                         Prior to 1991, he held positions                      
                         of Vice President of International                    
                         Business Machines Corporation                         
                         ("IBM") and President and                             
                         General Manager of various IBM                        
                         divisions and subsidiaries. Mr.                       
                         Mann is a Director of M.A.                            
                         Hanna Company (chemicals,                             
                         1993) and Infomart (marketing                         
                         services, 1991), a Trammell                           
                         Crow Co. In addition, he serves                       
                         as the Campaign Vice Chairman                         
                         of the Tri-State United Way                           
                         (1993) and is a member of the                         
                         University of Alabama                                 
                         President's Cabinet (1990).                           
 
Thomas R. Williams       President of The Wales Group,          1988           
21st Floor               Inc. (management and financial                        
191 Peachtree Street,    advisory services). Prior to                          
N.E.                     retiring in 1987, Mr. Williams                        
Atlanta, GA              served as Chairman of the                             
 (66)                    Board of First Wachovia                               
                         Corporation (bank holding                             
                         company), and Chairman and                            
                         Chief Executive Officer of The                        
                         First National Bank of Atlanta                        
                         and First Atlanta Corporation                         
                         (bank holding company). He is                         
                         currently a Director of BellSouth                     
                         Corporation                                           
                         (telecommunications), ConAgra,                        
                         Inc. (agricultural products),                         
                         Fisher Business Systems, Inc.                         
                         (computer software), Georgia                          
                         Power Company (electric utility),                     
                         Gerber Alley & Associates, Inc.                       
                         (computer software), National                         
                         Life Insurance Company of                             
                         Vermont, American Software,                           
                         Inc. (1989), 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 ___________,  1994, the nominees and officers of the trust owned, in
the aggregate less than __% of each fund's outstanding shares.
 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 three interested and
eight non-interested Trustees, met eleven times during the twelve months
ended December 1993. It is expected that the Trustees will meet at least
ten times a year at regularly scheduled meetings.
 As a group, the non-interested Trustees received fees and expenses of
$5,016 from the trust in their capacities as Trustees of the funds for the
fiscal year ended December 31, 1993. The non-interested Trustees also
served in similar capacities for other funds advised by FMR (see page [__]
), and received additional compensation for such services.
 The Board of Trustees has adopted a policy whereby non-interested
Trustees, upon reaching their 72nd birthday will resign. Under a defined
benefit retirement program, non-interested Trustees, upon reaching age 72,
are entitled to payments during their lifetime based on their basic Trustee
fees and their length of service.
 The trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the trust, of 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), Cox, and Jones are members of
the Committee. This Committee oversees and monitors the financial reporting
process, including recommending to the Board the independent accountants to
be selected for the trust (see Proposal 2), reviewing internal controls and
the auditing function (both internal and external), reviewing the
qualifications of key personnel performing audit work, and overseeing
compliance procedures. During the twelve months ended December 1993, the
Committee held five meetings.
 The trust's Nominating and Administration Committee is currently composed
of Messrs. Flynn (Chairman), McDonough, and Williams. The Committee members
confer periodically and hold meetings as required. The Committee is charged
with the duties of reviewing the composition and compensation of the Board
of Trustees, proposing additional non-interested Trustees, monitoring the
performance of legal counsel employed by the funds and the non-interested
Trustees, and acting as administrative committee under the Retirement Plan
for non-interested Trustees. During the twelve months ended December 1993,
the Committee held five meetings. 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.
2. TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT
ACCOUNTANTS OF THE TRUST.
 By a vote of the non-interested Trustees, the firm of Coopers & Lybrand
L.L.P. has been selected as independent accountants for the trust to sign
or certify any financial statements of the trust 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 the trust, 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. Coopers & Lybrand L.L.P. has
advised the trust that it has no direct or material indirect ownership
interest in the trust.
 The services provided to the trust include (1) audit of annual financial
statements and, if requested, an audit of semiannual financial statements;
(2) assistance and consultation in connection with SEC filings; and (3) if
requested, review of the federal income tax returns filed on behalf of the
trust. In recommending the selection of the trust'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 Coopers &
Lybrand L.L.P. 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 AMEND THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING RIGHTS
FOR SHAREHOLDERS OF THE TRUST. 
 The Board of Trustees has approved, and recommends that shareholders of
the trust approve a proposal to amend Article VIII, Section 1 of the
Declaration of Trust. The amendment would provide voting rights based on a
shareholder's total dollar interest in a fund (dollar-based voting), rather
than on the number of shares owned, for all shareholder votes for a fund.
As a result, voting power would be allocated in proportion to the value of
each shareholder's investment. 
 BACKGROUND. Spartan Bond Strategist and Fidelity Limited Term Municipals
are funds of Fidelity School Street Trust, an open-end management
investment company organized as a Massachusetts business trust. Currently,
there are no other funds in the trust. Shareholders of each fund vote
separately on matters concerning only that fund and vote on a trust-wide
basis on matters that affect the trust as a whole, such as electing
trustees or amending the Declaration of Trust. Currently, under the
Declaration of Trust, each share is entitled to one vote, regardless of the
relative value of the shares of each fund in the trust.
 The original intent of the one share, one-vote provision was to provide
equitable voting rights as required by the Investment Company Act of 1940
(1940 Act). In the case where a trust has several series or funds, such as
School Street Trust, voting rights may have become disproportionate since
the net asset value per share (NAV) of the separate funds diverge over
time. The Staff of the Securities and Exchange Commission (SEC) has issued
a "no-action" letter permitting a trust to seek shareholder approval of a
dollar-based voting system. The proposed amendment will comply with the
conditions stated in the no-action letter.
 REASON FOR PROPOSAL. If approved, the amendment would provide a more
equitable distribution of voting rights than the one-share, one-vote system
currently in effect for certain votes. The voting power of shareholders
would be commensurate with the value of the shareholders' dollar investment
rather than with the number of shares held.
 Under the current voting provisions, an investment in a fund with a lower
NAV may have significantly greater voting power than the same dollar amount
invested in a fund with a higher NAV. The table below shows each fund's net
asset value.
 
                          Net Asset Value as of   $1,000 investment in    
                          August 31, 1994         terms of shares on      
                                                  August 31, 1994         
 
Spartan Bond Strategist   $9.22                   108.460                 
 
Fidelity Limited Term     $9.41                   106.270                 
Municipals                                                                
 
 For example, Spartan Bond Strategist shareholders would have approximately
2% greater voting power than Fidelity Limited Term Municipals shareholders
because at current NAVs, a $1,000 investment in Spartan Bond Strategist
would equal 108.460 shares whereas a $1,000 investment in Fidelity Limited
Term Municipals would equal 106.270 shares. Accordingly, a one share,
one-vote system may provide certain shareholders with a disproportionate
ability to affect the vote relative to shareholders of the other fund in
the trust. If dollar-based voting had been in effect, each shareholder
would have had 1,000 voting shares. Their voting power would be
proportionate to their economic interest which FMR believes is a more
equitable result, and is the result in a typical corporation where each
voting share generally has an equal market price.
 
 On matters requiring trust-wide votes where all funds are required to
vote, shareholders who own shares with a lower NAV than other funds in the
trust would be giving other shareholders in the trust more voting "power"
than they currently have. On matters affecting only one fund, only
shareholders of that fund vote on the issue. In this instance, under both
the current Declaration of Trust and  an amended Declaration of Trust, all
shareholders of the fund would have the same voting rights, since the NAV
is the same for all shares in a single fund. 
 
 
 AMENDMENT TO THE DECLARATION OF TRUST. Article VIII, Section 1 determines
the method of calculating voting rights for all shareholder votes for a
fund. If approved, Article VIII, Section 1 will be amended as follows
(material to be added is underlined and material to be deleted is
[bracketed]):
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS 
VOTING POWERS
 Section 1. The Shareholders shall have power to vote... 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. [Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote, and each fractional Share shall be
entitled to a proportionate fractional vote.] 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. 
 
 CONCLUSION. If approved, the amendment will take effect immediately after
the shareholder meeting or after any adjournments thereof. The Trustees
believe the proposed amendment will benefit the trust by bringing greater
equality in voting rights among all shareholders of the trust. The Trustees
recommend that shareholders vote FOR the proposed amendment to the
Declaration of Trust. If the amendment is not approved, the Declaration of
Trust's current section "Shareholders' Voting Powers and Meetings" will
remain unchanged.
4. TO AMEND THE DECLARATION OF TRUST REGARDING SHAREHOLDER NOTIFICATION OF
APPOINTMENT OF TRUSTEES.
 The Board of Trustees has approved, and recommends that shareholders of
the Trust approve, a proposal to amend Article IV, Section 4 of the
Declaration of Trust. The amendment would eliminate the Declaration of
Trust's shareholder notification requirement. The trust's Declaration of
Trust provides that in the case of a vacancy on the Board of Trustees, the
remaining Trustees shall fill the vacancy by appointing a person they, in
their discretion see fit, consistent with the limitations of the Investment
Company Act of 1940 (the 1940 Act). Section 16 of the 1940 Act states that
a vacancy may be filled by the Trustees, if after filling the vacancy, at
least two-thirds of the Trustees then holding office were elected by the
outstanding shareholders of the trust. It also states that if at any time
less than 50% of the Trustees were elected by shareholders, a shareholder
meeting must be called within 60 days for the purposes of electing Trustees
to fill the existing vacancies.
 The Declaration of Trust currently requires that within three months of a
Trustee appointment, notification of such be mailed to each shareholder of
the trust. Trustees also may appoint a Trustee in anticipation of a current
Trustee's retirement or resignation, or in the event of an increase in the
number of Trustees. An appointment in this case currently requires
shareholder notification within three months of the appointment under the
current Declaration of Trust.
 Subject to shareholder approval, the Trustees intend to eliminate the
notification requirement from the trust's Declaration of Trust. The
language to be deleted from the Declaration of Trust is [bracketed].
ARTICLE IV
TRUSTEES
 
          RESIGNATION AND APPOINTMENT OF TRUSTEES 
 Section 4. In case of the declination, death, resignation, retirement,
removal, incapacity, or inability of any of the Trustees, or in case a
vacancy shall, by reason of an increase in number, or for any other reason,
exist, the remaining Trustees shall fill such vacancy by appointing such
other person as they in their discretion shall see fit consistent with the
limitations under the Investment Company Act of 1940. Such appointment
shall be evidenced by a written instrument signed by a majority of the
Trustees in office or by recording in the records of the Trust, whereupon
the appointment shall take effect. [Within three months of such appointment
the Trustees shall cause notice of such appointment to be mailed to each
Shareholder at his address as recorded on the books of the trust.] An
appointment of a Trustee may be made by the Trustees then in office [and
notice thereof mailed to Shareholders as aforesaid] in anticipation of a
vacancy to occur by reason of retirement, resignation or increase in number
of Trustees effective at a later date, provided that said appointment shall
become effective only at or after the effective date of said retirement,
resignation or increase in number of Trustees. As soon as any Trustee so
appointed shall have accepted this trust, the trust estate shall vest in
the new Trustee or Trustees, together with the continuing Trustees, without
any further act or conveyance, and he shall be deemed a Trustee hereunder.
The power of appointment is subject to the provisions of Section 16 (a) of
the 1940 Act.
 
 Notifying a trust's shareholders in the event of an appointment of a
Trustee is not required by any federal or state law. Such notification to
all shareholders of a trust would be costly. If the proposal is approved,
shareholders will be notified of Trustee appointments in the next financial
report for the fund. Other than eliminating the notification requirement,
this proposal does not amend any other aspect of Trustee resignation or
appointment.
 CONCLUSION. The Board of Trustees has concluded that the proposed
elimination of the Declaration of Trust's shareholder notification
requirement in the event of an appointment of a Trustee is in the best
interests of the trust's shareholders. The Trustees recommend voting FOR
the proposed amendment. If the proposal is not approved, the Declaration of
Trust's current section entitled "Resignation and Appointment of Trustees"
will remain unchanged. 
5. TO AMEND THE DECLARATION OF TRUST TO PROVIDE EACH FUND WITH THE ABILITY
TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY WITH
SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES. 
 The Board of Trustees has approved, and recommends that shareholders of
the funds approve, a proposal to amend Article V, Section 1 of the
Declaration of Trust to clarify that the Trustees may authorize the
investment of all of a fund's assets in another open-end investment company
with substantially the same investment objective and policies ("Pooled Fund
Structure"). The purpose of the Pooled Fund Structure is to achieve
operational efficiencies by consolidating portfolio management while
maintaining different distribution and servicing structures. In order to
implement a Pooled Fund Structure, both the Declaration of Trust and the
funds' policies must permit the structure. Currently, each fund's policies
do not allow for such investments. Proposal 6 on page __ seeks each fund's
shareholder approval to adopt a fundamental investment policy to permit
investment in another open-end investment company. This proposal, which
amends the Declaration of Trust, clarifies the Board's ability to implement
the Pooled Fund Structure if a fund's policies permit it.
 BACKGROUND.  A number of mutual funds have developed so called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single pooled investment, or "master" fund. For
example, an institutional equity fund with a high initial minimum
investment amount for large investors might pool its investments with a
retail equity fund designed for investors with lower minimums. This
structure allows several feeder funds with substantially the same objective
but different distribution and servicing features to combine their
investments and manage them as one master pool instead of managing them
separately. The feeder funds combine their investments by investing all of
their assets in one master pooled fund which would be organized as an
open-end management investment company (mutual fund). (Each feeder fund
invested in a single master pooled investment retains its own
characteristics, but is able to achieve operational efficiencies through
investing together with the other feeder funds in the Pooled Fund
Structure.)  The current Declaration of Trust does not specifically provide
the Trustees the ability to authorize the Pooled Fund Structure.
 
 REASON FOR THE PROPOSAL.  FMR and the Board of Trustees continually review
methods of structuring mutual funds to take maximum advantage of potential
efficiencies. While neither FMR nor the Trustees have determined that a
fund should invest in a Pooled Fund, the Trustees believe it could be in
the best interest of each fund to adopt such a structure at a future date.
If this proposal is approved, the Declaration of Trust amendment would
provide the Trustees with the power to authorize a fund to invest all of
its assets in a single open-end investment company. The Trustees will
authorize such a transaction only if a Pooled Fund Structure is permitted
under the fund's investment policies (see Proposal 6), if they determine
that a Pooled Fund Structure is in the best interest of a fund, and if,
upon advice of counsel, they determine that the investment will not have
material adverse tax consequences to the fund or its shareholders. The
Trustees will specifically consider the impact, if any, on fees paid by the
fund as a result of adopting a Pooled Fund Structure. Although the current
Declaration of Trust does not contain any explicit prohibition against
implementing a Pooled Fund Structure, the specific authority is being
sought in the event the Trustees deem it appropriate to adopt a Pooled Fund
Structure in the future. 
 AMENDMENT TO THE DECLARATION OF TRUST. If the proposal is approved,
Article V, Section 1 of the Declaration of Trust will be amended as
follows: (material to be added is underlined):
 "Subject to any applicable limitation in the Declaration of Trust or the
Bylaws of the Trust, the Trustees shall have the power and authority:
 (t)  Notwithstanding any other provision hereof, to invest all of the
assets of any series in a single open-end investment company, including
investment by means of transfer of such assets in exchange for an interest
or interests in such investment company;"
 CONCLUSION. The Trustees believe the proposed amendment will benefit the
funds by providing the Trustees with the flexibility to adopt a Pooled Fund
Structure in the future if permitted by a fund's investment policies and if
the Trustees determine it to be in the best interest of a fund. The
Trustees recommend that shareholders vote FOR the proposed amendment to the
Declaration of Trust. If approved, the amendment to the Declaration of
Trust will take effect immediately after the shareholder meeting or any
adjournments thereof. If the proposal is not approved, Article V, Section 1
of the Declaration of Trust will remain unchanged.
6. TO ADOPT A NEW FUNDAMENTAL INVESTMENT LIMITATION FOR EACH FUND
PERMITTING A FUND TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END
INVESTMENT COMPANY WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND
POLICIES.
 The Board of Trustees has approved, and recommends that shareholders of
the fund approve, the adoption of a new fundamental investment limitation
that would permit each fund to invest all of its assets in another open-end
investment company with substantially the same investment objective and
policies ("Pooled Fund Structure"). The purpose of pooling would be to
achieve operational efficiencies by consolidating portfolio management
while maintaining different distribution and servicing structures.
 BACKGROUND. A number of mutual funds have developed so called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single pooled "master" fund. In order to implement
a Pooled Fund Structure, an amendment to the Declaration of Trust is
proposed, as is the adoption of a new fundamental investment policy.
Proposal 5 proposes to amend the Declaration of Trust, and if approved,
would allow the Trustees to authorize the conversion to a Pooled Fund
Structure when permitted by a fund's policies. This proposal would add a
fundamental policy for each fund that permits a Pooled Fund Structure.
 REASON FOR THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take advantage of potential
efficiencies. While neither the Board nor FMR has determined that a fund
should invest in a master fund, the Trustees believe it could be in the
best interests of each fund to adopt such a structure at a future date.
 At present, certain of each fund's fundamental investment policies and
limitations would prevent a fund from investing all of its assets in
another investment company, and would require a vote of shareholders before
such a structure could be adopted. To avoid the costs associated with a
subsequent shareholder meeting, the Trustees recommend that shareholders
vote to permit each fund's assets to be invested in a single Pooled Fund,
without a further vote of shareholders, if the Trustees determine that
action to be in the best interests of a fund and its shareholders. Approval
of Proposal 5 provides the Trustees with explicit authority to approve a
Pooled Fund Structure. If shareholders approve this proposal, certain
fundamental and non-fundamental policies and limitations of each fund that
currently prohibit investment in shares of one investment company would be
modified to permit the investment in a Pooled Fund. These policies include
each fund's limitations regarding diversification, industry concentration,
and underwriting.
 DISCUSSION. FMR may manage a number of mutual funds with similar
investment objectives, policies, and limitations but with different
features and services (Comparable Funds). Were these Comparable Funds to
pool their assets, operational efficiencies could be achieved, offering the
opportunity to reduce costs. Similarly, FMR anticipates that a Pooled Fund
Structure would facilitate the introduction of new Fidelity mutual funds,
increasing the investment options available to shareholders.
 Each fund's method of operation and shareholder services would not be
materially affected by its investment in a Pooled Fund, except that the
assets of a fund would be managed as part of a larger pool. Were a fund to
invest all of its assets in a Pooled Fund, it would hold only a single
investment security, and the Pooled Fund would directly invest in
individual securities pursuant to its investment objective. The Pooled Fund
would be managed by FMR or an affiliate, such as FMR Texas in the case of a
money market fund. The Trustees would retain the right to withdraw a fund's
investments from a Pooled Fund at any time and would do so if the Pooled
Fund's investment objective and policies were no longer appropriate for the
fund. The fund would then resume investing directly in individual
securities as it does currently. Whenever a fund is asked to vote at a
shareholder meeting of the Pooled Fund, the fund will hold a meeting of its
shareholders if required by applicable law or the fund's policies to vote
on the matters to be considered at the Pooled Fund shareholder meeting. The
fund will cast its votes at the Pooled Fund meeting in the same proportion
as the fund's shareholders voted at theirs. The fund would otherwise
continue its normal operations.
 
 At present, the Trustees have not considered any specific proposal to
authorize pooling of assets. The Trustees will authorize investing each
fund's assets in a Pooled Fund only if they determine that pooling is in
the best interests of the fund and if, upon advice of counsel, they
determine that the investment will not have material adverse tax
consequences to the fund or its shareholders. In determining whether to
invest in a Pooled Fund, the Trustees will consider, among other things,
the opportunity to reduce costs and to achieve operational efficiencies.
The Trustees will not authorize investment in a Pooled Fund if doing so
would materially increase costs (including fees) to shareholders.
 FMR intends to seek federal and state regulatory approval in order to
allow the Fidelity funds to invest in Pooled Funds. There is, of course, no
assurance that all necessary regulatory approvals will be obtained, or that
cost reductions or increased efficiencies will be achieved.
 FMR may benefit from the use of a Pooled Fund if overall assets are
increased (since FMR's fees are based on assets). Also, FMR's expenses of
providing investment and other services to each fund may be reduced. If a
fund's investment in a Pooled Fund were to reduce FMR's expenses
materially, the Trustees would consider whether a reduction in FMR's
management fee would be appropriate if and when a Pooled Fund structure is
implemented.
 PROPOSED FUNDAMENTAL LIMITATION. To allow each fund to invest in a Pooled
Fund at a future date, the Trustees recommend that each fund adopt the
following fundamental limitation:
 "The fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental
investment objective, policies, and limitations as the fund."
 If the proposal is adopted, the Trustees intend to adopt a non-fundamental
investment limitation for each fund which states:
 "The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund."
 CONCLUSION. The Board of Trustees recommends that each fund's shareholders
vote to adopt a new fundamental limitation that would permit each fund,
subject to future review by the Board of Trustees as described above, to
invest all of its assets in an open-end investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund. If the proposal is not adopted, each fund's
current fundamental investment limitations will remain unchanged with
respect to potential investment in Pooled Funds.
7. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR FIDELITY LIMITED TERM
MUNICIPALS.
 The Board of Trustees has approved, and recommends that shareholders of
the fund approve, a proposal to amend the fund's management contract with
FMR (the Amended Contract). The proposal would lower one component of the
management fee FMR receives from the fund, the individual fund fee rate
from .15% to .10% of the fund's average net assets, resulting in a net
decrease of .05%. THE AMENDED CONTRACT WILL RESULT IN A MANAGEMENT FEE THAT
IS LOWER THAN THE FEE PAYABLE UNDER THE PRESENT MANAGEMENT CONTRACT (THE
PRESENT CONTRACT). The proposed .05% reduction in the individual fund fee
rate was voluntarily adopted by FMR on July 1, 1993.
 PROPOSED AMENDMENT TO THE PRESENT MANAGEMENT CONTRACT. A copy of the
Amended Contract, marked to indicate the proposed amendments, is supplied
as Exhibit __ on page __. Except for the amendment to the management fee
and the addition of item 1(c) which discusses FMR's ability to use
broker-dealers on behalf of the fund, as discussed in this proposal, 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 of Fidelity Limited Term Municipals" beginning on page 
  .)  If approved by shareholders, the Amended Contract will take effect on
January 1, 1995 (or, if later, the first day of the first month following
approval) and will remain in effect through June 30, 1995 and thereafter
subject to continuation by the fund's Board of Trustees. If the Amended
Contract is not approved, the Present Contract will continue in effect
through June 30, 1995, and thereafter subject to continuation by the fund's
Board of Trustees. 
 The Fund's management fee is an annual percentage of the fund's average
net assets, calculated and paid monthly. The percentage is the sum of two
components:  a fixed individual fund fee rate and an income component. The
proposal would decrease the individual fund fee rate from .15% to .10% per
year. The income component equals 5% of the fund's gross income throughout
the month and will not change under the proposal.
 COMPARISON OF MANAGEMENT FEES AND TOTAL EXPENSES. For August 1994, the
fund's management fee rate under the Amended Contract would have been __%,
compared to __% under the Present Contract. The following chart compares
the fund's management fee and total expense ratio under the terms of the
Present Contract for the fiscal year ended December 31, 1993 to the fees
and expenses the fund would have incurred if the Amended Contract had been
in effect.
 


                                                                  
Present Contract(dagger)                   Amended Contract                   
 
Management                 Total Expense   Management         Total Expense   
 
Fee                        Ratio           Fee                Ratio           
 
$_________                  __%            $________          _____%          
 

 
(dagger) Does not reflect voluntary adoption of decreased individual fund
fee rate.
 TRANSACTIONS WITH BROKER-DEALERS The fund may execute portfolio
transactions with broker-dealers who provide research and execution
services to the fund or other accounts over which FMR or its affiliates
exercise investment discretion. The selection of such broker-dealers is
generally made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
 The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund and to its other clients, and conversely, such
research provided by broker-dealers who execute transaction orders on
behalf of other FMR clients may be useful to FMR in carrying out its
obligations to the fund. The receipt of such research has not reduced FMR's
normal independent research activities; however, it enables FMR to avoid
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
 Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
 The fund has already been authorized by the Board of Trustees, consistent
with the federal securities laws and the rules and regulations of the
Securities and Exchange Commission, to place portfolio transactions through
broker-dealers who are affiliated with FMR and through broker-dealers who
provide research. The Amended Management Contract expressly recognizes this
authority.
 MATTERS CONSIDERED BY THE BOARD OF TRUSTEES  As with all mutual funds, the
fund's management fee must be approved by the fund's Board of Trustees and
by the Independent Trustees (those Trustees who are not affiliated with
Fidelity and are not "interested persons" under the 1940 Act), who are
responsible for protecting the interests of shareholders, and by the fund
shareholders themselves. The Board has considered and unanimously approved
the proposed management contract and recommends that shareholders vote in
favor of the proposal. In unanimously approving the proposed contract and
recommending its approval by shareholders, the Trustees of the fund,
including the Independent Trustees, considering the best interests of
shareholders of the fund, took into account all factors they deemed
relevant. The factors considered by the Independent Trustees included the
nature, quality, and extent of the services furnished by FMR to the fund;
the necessity of FMR maintaining and enhancing its ability to retain and
attract high caliber personnel to serve the fund; the increased complexity
of the securities markets; the investment record of FMR in managing the
fund; extensive financial, personnel, and structural information as to the
Fidelity organization, including the revenues and expenses of FMR, and
Fidelity Service Co. (FSC, the fund's transfer, shareholder servicing, and
pricing and bookkeeping agent) relating to their mutual fund activities;
whether economies of scale were demonstrated in connection with FMR's
provision of investment management and shareholder services as assets
increased; data on investment performance, management fees and expense
ratios of competitive funds and other Fidelity funds; FMR's expenditures in
developing enhanced shareholder services for the fund; enhancements in the
quality and scope of the shareholder services provided to the fund's
shareholders; the fees charged and services offered by an affiliate of FMR
for providing investment management services to non-investment company
accounts; and possible "spin-off" benefits to FMR from serving as manager
and from affiliates of FMR serving as principal underwriter and transfer
agent of the fund.
 With regard to the section of the proposed contract describing changes to
portfolio transactions, the Board considered the value of research provided
by the broker-dealers, the quality of the execution services provided, and
the level of commissions paid. While the fund does not generally purchase
securities through a broker-dealer by paying commissions, the Board of
Trustees determined that amending the management contract to expressly
recognize the authority of FMR to use affiliated broker-dealers and
broker-dealers who provide research services furthers the goal of
standardizing management contracts for Fidelity funds, and that explicitly
permitting all Fidelity funds to utilize certain broker-dealers is
beneficial to the fund.
 CONCLUSION, ACTION OF THE BOARD OF TRUSTEES, AND RECOMMENDED SHAREHOLDER
ACTION.  After review and discussion, the Board of Trustees unanimously
approved the change described above. The Trustees' conclusion that the
proposed fee structure is appropriate was based on a detailed review of the
quality and nature of FMR's advisory and related services to the fund, the
competitiveness of the proposed fee structure and resulting expense ratio
in relation to fees and expense ratios of other comparable mutual funds,
the fund's competitive investment performance, the profitability of FMR
related to the fund, and other factors. The Board of 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. 
8. TO AMEND FIDELITY LIMITED TERM MUNICIPALS' OBJECTIVE AND REPLACE THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES REGARDING DEBT QUALITY AND MATURITY
WITH NON-FUNDAMENTAL POLICIES.
 The Board of Trustees has approved, and recommends that shareholders of
Fidelity Limited Term Municipals approve, a proposal to change the Fund's
investment objective and its policies regarding the quality and maturity of
its investments. The main purposes of the proposal are to resolve
inconsistencies between the fund's objective and fundamental investment
policies, and to replace certain fundamental policies with non-fundamental
policies. Non-fundamental investment policies can be changed without a vote
of shareholders.
 INVESTMENT OBJECTIVE. The proposed change to the fund's investment
objective would resolve potential differences between the fund's objective
and its more specific quality and maturity policies. The fund's current
objective is:
 "The fund seeks to provide the highest level of income exempt from federal
income tax that can be obtained, consistent with the preservation of
capital, from a diversified portfolio of high-quality, limited-term
obligations."
 It is proposed that the objective be amended to the following:
 "The fund seeks the highest level of income exempt from federal income tax
that can be obtained, consistent with the preservation of capital, from a
diversified portfolio of investment-grade obligations."
 The proposed objective includes a different quality standard ("investment
grade" rather than "high-quality") and removes the current reference to
"limited-term." Since the fund's inception in 1977, the fund has maintained
and followed a fundamental policy of investing primarily in high or upper
medium quality securities (A quality securities or above as determined by
FMR). The fund also has the ability to invest up to 25% of its assets in
medium quality securities. The proposed objective will explicitly recognize
the fund's ability to invest in investment grade quality securities.
Investment-grade debt securities may possess speculative characteristics
and may be more sensitive to economic changes and changes in the financial
condition of issuers. The proposed objective also eliminates the reference
to "limited-term" and relies on the fund's more detailed maturity policies
to limit the maturity of the instruments it purchases. The fund's proposed
quality and maturity polices are discussed in more detail below.
 DEBT QUALITY POLICY. Currently, the fund has the following fundamental
policies with respect to debt:
 "The municipal bonds in the fund's portfolio are primarily of high or
upper medium quality, although the fund may invest up to 25% of its total
assets in medium grade bonds. The fund's standards for high grade, upper
medium grade, and medium grade obligations are essentially the same as
Moody's Investors Service, Inc. (Moody's) and Standard & Poor's
Corporation's (S&P) four highest categories of Baa or BBB and above. The
fund will not invest in municipal bonds rated lower than Baa by Moody's or
BBB by S&P. The fund may invest up to 20% of its total assets in bonds not
rated by either of these rating services if FMR determines that they are
comparable to securities rated Baa or above by Moody's or BBB or above by
S&P. Unrated bonds deemed to be comparable to bonds rated Baa by Moody's or
BBB by S&P will be included in the 25% limitation on medium grade bonds set
forth in this paragraph."
 If the proposal is approved, the fund will eliminate this fundamental
investment policy and adopt the following non-fundamental policy: 
 "The fund currently intends to limit its investments in debt securities to
those of Baa quality and above, and currently intends to limit its
investments in debt securities rated Baa to 25% of its assets.
 A debt security is considered Baa quality and above if it is rated Baa or
above by Moody's or BBB or above by S&P, or is unrated but judged by FMR to
be of equivalent quality. The proposed policy includes most of the same
quality restrictions as the current limitations except in two respects.
First, under the current policy, FMR may determine whether a security meets
the fund's quality policies independent of the rating the security has
received from a rating agency. For example, FMR may determine that a
particular security rated Baa by Moody's is equivalent in quality to
securities generally rated A by Moody's and therefore FMR is not required
to consider the security in its 25% limit on Baa quality securities.
However, FMR cannot re-rate securities rated below investment grade by
Moody's or S&P as investment grade. Under the proposed policy, FMR would
only be able to determine the quality of a security only if it is unrated
by Moody's and S&P. Second, the proposed policy would remove the
restriction that the fund may only invest 20% of its assets in unrated
securities. Unrated securities may be of any quality, but may not be as
attractive to as many buyers. The fund relies heavily on FMR's credit
analysis when purchasing unrated securities.
 MATURITY POLICY. The following policy sets forth the fund's fundamental
dollar-weighted average maturity policy: 
 "The fund's dollar-weighted average maturity is limited to 12 years or
less. FMR normally invests at least 80% of the fund's assets in tax-free
obligations with maturities of 15 years or less.
 The Trustees recommend that shareholders vote to eliminate the above
fundamental investment limitation. If the proposal is approved, the
Trustees intend to adopt the following non-fundamental maturity limitation.
 "The fund will maintain a dollar-weighted average maturity of 12 years or
less."
 The principal reason for the change is to allow the fund greater
flexibility in choosing its investments while maintaining a dollar-weighted
average maturity of 12 years or less. The fund's current fundamental
limitation prohibits the fund from purchasing securities with maturities
greater than 12 years in excess of 20% of net assets. The proposal
eliminates this restriction and allows the fund manager greater flexibility
in choosing investments for the fund in pursuit of its objective.
Longer-term bonds are generally more sensitive to interest rate changes
than short-term bonds.
 The SEC requires that funds that use the word "municipal" or "tax-exempt"
in their name have a fundamental policy of investing at least 80% of their
assets in tax-exempt obligations. since this limitation is currently
contained in the portion of the fund's maturity policy which will be
eliminated, the fund will adopt the following standard fundamental policy
for Fidelity funds using "municipal" or "tax-exempt" in their names:
 The fund will normally invest so that at least 80% of its assets are
invested in municipal securities whose interest is free from federal income
tax."
 Although the proposed policy replaces the term "tax-exempt obligations"
with the phrase "municipal obligations whose interest is free from federal
income tax," the change is not expected to affect the way in which the fund
is managed or the securities or instruments in which the fund invests.
 Fundamental policies can be changed or eliminated only with shareholder
approval. Non-fundamental investment policies can be changed without
shareholder approval but are subject to the supervision of the Board of
Trustees, and to appropriate disclosure to fund shareholders and
prospective investors.
 CONCLUSION. The Board of Trustees has considered this proposal and
believes that amending the fund's investment objective and replacing the
fund's fundamental investment policies regarding debt-quality and maturity
with non-fundamental policies is in the best interests of the fund and its
shareholders. The Trustees recommend that shareholders vote FOR the
proposed changes to the fund's investment policies.
9. TO AMEND FIDELITY LIMITED TERM MUNICIPALS' FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING DIVERSIFICATION.
 Fidelity Limited Term Municipals' current fundamental investment
limitation concerning diversification is as follows:
"The fund may not purchase the securities of any issuer (except the U.S.
government, its agencies or its instrumentalities) if, as a result, more
than 5% of its total assets would be invested in the securities of such
issuer. For purposes of this restriction, the fund will regard the entity
which has the ultimate responsibility for the payment of interest and
principal as the issuer."
 Subject to shareholder approval, the Trustees of the fund intend to
replace this 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) 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 approve this amendment to the
fund's fundamental investment limitation regarding diversification that
will permit the fund to invest more than 5% of its total assets in the
securities of one or more issuers and to hold more than 10% of the voting
securities of one issuer.
 Subject to certain statutory exceptions for securities of the U.S.
government and its agencies, this increased investment flexibility will be
confined to 25% of the fund's total assets. The current 5% limitation
applicable to purchases of securities of a single issuer will remain in
effect with respect to 75% of the fund's total assets.
 State securities regulations (Blue Sky regulations) at one time prohibited
a fund from registering shares for sale if the fund intended to invest more
than 5% of its total assets in a single issuer. The fund has a fundamental
limitation that incorporates this Blue Sky regulation. Because the Blue Sky
regulations regarding this limitation have been eliminated, shareholder
approval is sought to permit the fund to invest a higher proportion of its
assets in securities issued by a single issuer.
 As a diversified investment company under the 1940 Act, Fidelity Limited
Term Municipals currently may not purchase more than 10% of any single
issuer's outstanding voting securities with respect to 75% of its total
assets. The fund's current limitation regarding an issuer's voting
securities is non-fundamental and therefore could be changed by the Board
of Trustees. If the proposal is approved, the new fundamental
diversification limitation cannot be changed without a future vote of
shareholders. Although adoption of the new diversification limitation is
not likely to have any impact on the investment techniques employed by the
fund, it will contribute to the overall objective of standardization. (See
"Adoption of Standardized Investment Limitations" on page __). The Trustees
recommend that shareholders adopt the proposed fundamental limitation which
is identical to that expected to be adopted by other funds managed by FMR.
 If the proposal is approved, the fund would be required to invest at least
75% of its total assets so that no more than 5% of total assets would be
invested in any one issuer, and so that the fund owned no more than 10% of
the voting securities of any such issuer. As to the remaining 25% of total
assets, there would be no fundamental investment limitation on the amount
of assets the fund could invest in any single issuer or hold of voting
securities of a single issuer. This would permit the fund, for example, to
invest 25% of its total assets in a single issuer's securities, or invest
10% of its total assets in securities of one issuer and 15% in securities
of another issuer. The primary purpose of this proposal is to give the fund
greater flexibility by permitting it to acquire larger positions in the
securities of individual issuers. FMR believes that this increased
flexibility may provide opportunities to enhance the fund's performance. At
the same time, investing a larger percentage of the fund's assets in a
single issuer's securities increases the fund's exposure to credit and
other risks associated with that issuer's financial condition and business
operations, including the risk of default on debt securities. FMR will only
invest more than 5% of the fund's total assets in an issuer's securities
when it believes the securities' potential return justifies accepting the
risks associated with the higher level of investment. FMR does not
currently expect that approval of the amended limitation will materially
affect the way in which the fund is managed with regard to the fund holding
more than 10% of the voting securities of an issuer.
 The proposal, if adopted, would also eliminate the definition of issuer
contained in the fund's current fundamental limitation. If the proposal is
approved, the new fundamental diversification limitation cannot be changed
without a future vote of the shareholders.
 CONCLUSION. The Board of Trustees has concluded that the proposed
limitation will benefit the fund by providing more investment flexibility,
which may result in enhanced fund performance. The Board of Trustees
recommends voting FOR the proposed amendment. The amended limitation, upon
shareholder approval, will become effective immediately. If the proposal is
not approved by shareholders, the fund's current limitation will remain
unchanged.
10. TO AMEND FIDELITY LIMITED TERM MUNICIPALS' FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING CONCENTRATION OF ITS INVESTMENTS IN A SINGLE
INDUSTRY.
 The fund's current fundamental investment limitation concerning the
concentration of its investments within a single industry states:
 "The fund may not purchase securities (other than municipal bonds and
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities) if, as a result, more than 10% of its total assets would
be invested in any one industry."
 Subject to shareholder approval, the Trustees of the fund intend to
replace this fundamental investment limitation with the following amended
fundamental investment limitation governing concentration:
 "The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities, or tax-exempt obligations issued or
guaranteed by a U.S. territory or possession or a state or local
government, or a political subdivision of any of the foregoing) if, as a
result, more than 25% of the fund's total assets would be invested in
securities of companies whose principal business activities are in the same
industry."
 The primary purpose of the proposal is to revise the fund's fundamental
concentration limitation to conform to a limitation which is expected to
become the standard for funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page __.) If the proposal is
approved, the new fundamental concentration limitation cannot be changed
without a future vote of shareholders.
 Adoption of the proposed limitation concerning concentration is not
expected to affect the way in which the fund is managed, the investment
performance of the fund, or the securities or instruments in which the fund
invest because under both limitations, almost all the fund's investments
are excluded from the concentration policy.
 Section 8(b)(1) of the 1940 Act requires that every registered investment
company state its policy regarding its intent to concentrate its
investments in a particular industry. If a fund does not intend to
concentrate its investments in a particular industry, then it may not
invest more than 25% of its assets in any one industry. The fund's current
policy regarding concentration unnecessarily restricts the fund's
investments to 10% of its total assets in any one industry. The proposed
limitation regarding concentration would allow the fund to invest up to 25%
of its total assets in a particular industry. Each policy contains certain
exception to the percentage limitation. Under both limitations, most of the
fund's investments, i.e., tax-exempt securities, are excluded from the
concentration policy although, under the current limitation, "municipal
bonds" are excluded, whereas under the proposed limitation, "tax-exempt"
obligations of a U.S. territory or possession, or a state or local
government or a political subdivision of the foregoing are excluded. The
proposed limitation's exceptions are more restrictive the the current
limitation because a small percentage of municipal securities are not
tax-exempt thereby narrowing the types of securities that are defined in
the exception. However, given the fund's fundamental policy of investing,
under normal conditions, at least 80% of its net assets in municipal
securities the interest of which is federally tax-exempt, and the fund's
current intention to invest exclusively in federally tax-free securities,
it is not anticipated that the adoption of the new limitation will affect
the way in which the fund operates. In addition, the proposed limitation
would also clarify that the limit applies to those companies whose
"principal business activities" are in the same industry but not broadly to
companies in the same industry regardless of the extent of their activities
in that industry.
 CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the fund. The Trustees recommend voting FOR the
proposed amendment. The new limitation, upon shareholder approval, will
become effective immediately. If the proposal is not approved, the fund's
current fundamental investment limitation will remain unchanged.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
 The primary purpose of Proposals 11 through 19 is to revise several of
Fidelity Limited Term Municipals' investment limitations to conform to
limitations which are the standards for similar types of funds managed by
FMR. The Board of Trustees asked FMR to analyze the various fundamental and
non-fundamental investment limitations of the Fidelity funds, and, where
practical and appropriate to a fund's investment objective and policies,
propose to shareholders adoption of standard fundamental limitations and
elimination of certain other fundamental limitations. Generally, when
fundamental limitations are eliminated, Fidelity's standard non-fundamental
limitations replace them. By making these limitations non-fundamental, the
Board of Trustees may amend a limitation as they deem appropriate, without
seeking shareholder vote. The Board of Trustees would amend the limitations
to respond, for instance, to developments in the marketplace, or changes in
federal or state law. The costs of shareholder meetings if called for these
purposes are generally borne by the fund and its shareholders.
 It is not anticipated that these proposals will substantially affect the
way the fund is currently managed. However, FMR is presenting them to you
for your approval because, FMR believes that increased standardization will
help to promote operational efficiencies and facilitate monitoring of
compliance with fundamental and non-fundamental investment limitations.
Although adoption of a new or revised limitation is not likely to have any
impact on the current investment techniques employed by a fund, it will
contribute to the overall objectives of standardization.
11. TO AMEND FIDELITY LIMITED TERM MUNICIPALS' FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING THE ISSUANCE OF SENIOR SECURITIES.
The fund's current fundamental investment limitation regarding the issuance
of senior securities states:
 "The fund may not issue senior securities."
The Trustees recommend that shareholders vote to replace this limitation
with the following fundamental investment limitation governing the issuance
of senior securities:
 "The fund may not issue senior securities, except as permitted under the
Investment Company Act of 1940."
The primary purpose of the proposal is to revise the fund's fundamental
senior securities limitation to conform to a limitation that is expected to
become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page _.)  If the proposal is
approved, the new fundamental senior securities limitation cannot be
changed without a future vote of the fund's shareholders.
Adoption of the proposed limitation on senior securities is not expected to
affect the way in which the fund is managed, the investment performance of
the fund, or the securities or instruments in which the fund invests.
However, the proposed limitation clarifies that the fund may issue senior
securities to the extent permitted under the 1940 Act. 
Although the definition of a "senior security" involves complex statutory
and regulatory concepts, a senior security is generally thought of as an
obligation of a fund which has a claim to the fund's assets or earnings
that takes precedence over the claims of the fund's shareholders.  The 1940
Act generally prohibits mutual funds from issuing senior securities;
however, mutual funds are permitted to engage in certain types of
transactions that might be considered "senior securities" as long as
certain conditions are satisfied. For example, a transaction which
obligates a fund to pay money at a future date (e.g., the purchase of
securities to be settled on a date that is further away than the normal
settlement period) may be considered a "senior security."   A mutual fund,
however, is permitted to enter into this type of transaction if it
maintains a segregated account containing liquid securities in an amount
equal to its obligation to pay cash for the securities at a future date.
The fund utilizes transactions that may be considered "senior securities"
only in accordance with applicable regulatory requirements under the 1940
Act.
CONCLUSION. The Board of Trustees recommends voting FOR the proposed
amendment. The amended limitation, upon shareholder approval, will become
effective immediately. If the proposal is not approved, the fund's current
limitation will remain unchanged.
12. TO ELIMINATE THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING SHORT
SALES OF SECURITIES FOR FIDELITY LIMITED TERM MUNICIPALS.
 Fidelity Limited Term Municipals' current fundamental investment
limitation on selling securities short is as follows:
 "The fund may not make short sales of securities provided, however, that
the fund may purchase or sell futures contracts."
 The Trustees of the fund recommend that shareholders vote to eliminate the
above fundamental investment limitation. If the proposal is approved, the
Trustees intend to replace the current fundamental limitation with a
non-fundamental limitation that could be changed without a vote of
shareholders. The proposed non-fundamental limitation is set forth below,
with a brief analysis of the substantive difference between it and the
current limitation.
 "The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short."
 In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. In
an investment technique known as a short sale "against the box," an
investor sells securities short while owning the same securities in the
same amount, or having the right to obtain equivalent securities. The
investor could have the right to obtain equivalent securities, for example,
through its ownership of warrants, options, or convertible bonds. 
 The proposed non-fundamental limitation would permit the fund to do short
sales against the box and clarify that transactions in futures contracts
and options are not deemed to constitute selling securities short.
 Certain state regulations currently prohibit mutual funds from entering
into any short sales, other than short sales against the box. The fund does
not currently anticipate entering into any short sales other than short
sales against the box. If the proposal is approved, however, the Board of
Trustees would be able to change the proposed non-fundamental limitation in
the future, without a vote of shareholders, if state regulations were to
change to permit other types of short sales, or if waivers from existing
requirements were available, subject to appropriate disclosure to
investors. 
 Elimination of the fund's fundamental limitation on short selling is
unlikely to affect the fund's investment techniques at this time. The Board
of Trustees believes that efforts to standardize the fund's investment
limitation will facilitate FMR's investment compliance efforts (see
"Adoption of Standardized Investment Limitations" on page __) and are in
the best interests of shareholders.
 CONCLUSION.  The Board of Trustees recommends voting FOR the proposal to
eliminate the fund's fundamental investment limitation regarding short
sales of securities. If approved, the proposal will take effect
immediately. If the proposal is not approved by shareholders, the fund's
current limitation will remain unchanged.
13. TO ELIMINATE THE  FUNDAMENTAL INVESTMENT LIMITATION CONCERNING MARGIN
PURCHASES FOR FIDELITY LIMITED TERM MUNICIPALS.
 Fidelity Limited Term Municipals' current fundamental investment
limitation concerning purchasing securities on margin is as follows:
 "The fund may not purchase any securities on margin, except for such
short-term credits as are necessary for the clearance of transactions;
provided, however, that the fund may make initial and variation margin
payments in connection with purchase or sales of futures contracts or of
options on futures contracts."
 The Trustees recommend that shareholders vote to eliminate the above
fundamental investment limitation. If the proposal is approved, the
Trustees intend to adopt a substantially identical non-fundamental
limitation that could be changed without a vote of shareholders. 
 Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the
borrower places with a broker as collateral against the loan. The fund's
current fundamental limitation prohibits the fund from purchasing
securities on margin, except to obtain such short-term credits as may be
necessary for the clearance of transactions and for initial and variation
margin payments made in connection with the purchase and sale of futures
contracts and options on futures contracts. With these exceptions, mutual
funds are prohibited from entering into most types of margin purchases by
applicable SEC policies. The proposed non-fundamental limitation includes
these exceptions.
 If the proposal is approved by shareholders, the Trustees intend to adopt
the following non-fundamental investment limitation, which would prohibit
margin purchases except as permitted under the conditions referred to
above:
 "The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin."
 Although elimination of the fund's fundamental limitation on margin
purchases is unlikely to affect the fund's investment techniques at this
time, in the event of a change in federal regulatory requirements, the fund
may alter its investment practices in the future. The Board of Trustees
believes that efforts to standardize investment limitations will facilitate
FMR's investment compliance efforts (See "Adoption of Standardized
Investment Limitations" on page __.) and are in the best interests of
shareholders. 
 CONCLUSION. The Trustees recommend voting FOR the proposal to eliminate
the fund's fundamental investment limitation regarding margin purchases. If
approved, the new non-fundamental limitation will become effective
immediately. If the proposal is not approved by the shareholders of the
fund, the fund's current limitation will remain unchanged.
14. TO AMEND THE  FUNDAMENTAL INVESTMENT LIMITATION CONCERNING BORROWING
FOR FIDELITY LIMITED TERM MUNICIPALS.
Fidelity Limited Term Municipals' current fundamental investment limitation
concerning borrowing states:
"The fund may not borrow money, except that the fund may borrow money or
engage in reverse repurchase agreements for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 33 1/3% of
the value of the fund's total assets (including borrowings) less
liabilities (other than borrowings). Any borrowings that come to exceed 33
1/3% of its total assets by reason of a decline in net assets will be
reduced within three days to the extent necessary to comply with the 33
1/3% limitation."
Subject to shareholder approval, the Trustees intend to replace the fund's
current fundamental investment limitation with the following amended
fundamental investment limitation governing borrowing:
"The fund may not borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed this amount will be reduced within three days (not including
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation."
The primary purpose of the proposal is to revise the fund's fundamental
borrowing limitation to conform to a limitation that is expected to become
the standard for funds managed by FMR. (See "Adoption of Standardized
Investment Limitations" on page __.)  If the proposal is approved, the
amended fundamental borrowing limitation cannot be changed without a future
vote of shareholders.
Adoption of the proposed limitation concerning borrowing is not expected to
affect the way in which the fund is managed, the investment performance of
the fund, or the securities or instruments in which the fund invests.
However, the proposed fundamental limitation would clarify two points.
First, under the proposed limitation, the fund must reduce borrowings that
come to exceed 33 1/3% of its total assets for any reason. Under the
current limitation, the fund must reduce borrowings that come to exceed 33
1/3% of total assets only when there is a decline in net assets. Second,
the proposed limitation specifically defines "three days" to exclude
Sundays and holidays.
 In addition, one of the policies currently contained in the fundamental
limit will be replaced with the following similar non-fundamental limit.
 "The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (_)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets."
 The non-fundamental limit includes the fund's policy that reverse
repurchase agreements are considered borrowings for purposes of the
fundamental limitation on borrowing. In a reverse repurchase agreement, a
fund sells a security and enters into an agreement to repurchase that
security at a specified future date and price. Deletion of the specific
reference in the fundamental limitation to reverse repurchase agreements
will not affect the way in which the fund is currently managed.
Non-fundamental limits can be changed by the Board of Trustees without a
shareholder vote.
CONCLUSION. The Board of Trustees has concluded that the proposed amendment
will benefit the fund. Accordingly, the Trustees recommend that
shareholders of the fund vote FOR the proposed amendment. The amended
limitation, upon shareholder approval, will become effective immediately.
If the proposal is not approved, the fund's current limitation will remain
unchanged.
15. TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING UNDERWRITING
FOR FIDELITY LIMITED TERM MUNICIPALS.
Fidelity Limited Term Municipals' current fundamental investment limitation
concerning underwriting states:
"The fund may not underwrite any issue of securities, except to the extent
that the purchase of municipal bonds directly from an issuer in accordance
with the fund's investment objective, policies, and restrictions may be
deemed to be underwriting."
Subject to shareholder approval, the trustees intend to replace this
limitation with the following fundamental limitation governing
underwriting:
"The fund may not underwrite securities issued by others, except to the
extent that the fund may be considered an underwriter within the meaning of
the Securities Act of 1933 in the disposition of restricted securities."
The primary purpose of the proposed amendment is to clarify the fund's
fundamental policy with respect to underwriting. The proposal also serves
to conform the fund's fundamental investment limitation concerning
underwriting to a limitation which is expected to become the standard for
all funds managed by FMR. (See "Adoption of Standardized Investment
Limitations" on page __.)  If the proposal is approved, the new limitation
may not be changed without a future vote of shareholders. 
The proposed limitation would also broaden the exception within the current
limitation by eliminating the specific reference to municipal bonds.
However, since the fund, pursuant to its investment objective, seeks to
provide investors with high current income exempt from federal income tax,
FMR regards it as unlikely under present federal tax laws that the fund
will use the broader authority to purchase any securities other than
municipal securities and certain derivatives thereof. But, by eliminating
the reference to bonds, the revised limitation would confirm that the
exemption applies to notes or other instruments.
Adoption of the proposed limitation concerning underwriting is not expected
to affect the way in which the fund is managed, the investment performance
of the fund, or the securities or instruments in which the fund invests.
CONCLUSION. The Board of Trustees has concluded that the proposed amendment
will benefit the fund. Accordingly, the trustees recommend that
shareholders vote FOR the proposed amendment. The amended limitation, upon
shareholder approval, will become effective immediately. If the proposal is
not approved by the shareholders of the fund, the fund's current limitation
will remain unchanged. 
16. TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING REAL ESTATE
FOR FIDELITY LIMITED TERM MUNICIPALS.
 Fidelity Limited Term Municipals' fundamental investment limitation
concerning real estate currently states:
 "The fund may not purchase or sell real estate, but this shall not prevent
the fund from investing in municipal bonds or other permitted investments
secured by real estate or interests therein."
 Subject to shareholder approval, the Trustees intend to replace this
fundamental investment limitation with the following fundamental investment
limitation governing purchases and sales of real estate.
 "The fund may not purchase or sell real estate unless acquired as a result
of ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business)."
 The primary purpose of the proposed amendment is to clarify the types of
securities in which the fund is authorized to invest and to conform the
fund's fundamental real estate limitation to a limitation that is expected
to become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page __.)  If the proposal is
approved, the new fundamental real estate limitation may not be changed
without a future vote of shareholders.
 Adoption of the proposed limitation concerning real estate is not expected
to significantly affect the way in which the fund is managed or the way in
which securities or instruments are selected for the fund. However, to the
extent that the fund invests to a greater extent in real estate related
securities, it will be subject to the risks of the real estate market. This
industry is sensitive to factors such as changes in real estate values and
property taxes, overbuilding, variations in rental income, and interest
rates. Performance could also be affected by the structure, cash flow, and
management skill of real estate companies.
 The fund does not expect to acquire real estate. However, the proposed
limitation would clarify several points. First, the proposed limitation
would make it explicit that the fund may acquire a security or other
instrument that is secured by a mortgage or other right to foreclose on
real estate, in the event of a default. Second, the proposed limitation
would clarify the fact that the fund may invest without limitation in
securities issued or guaranteed by companies engaged in acquiring,
constructing, financing, developing, or operating real estate projects
(e.g., securities of issuers that develop various industrial, commercial,
or residential real estate projects such as factories, office buildings, or
apartments). Any investments in these securities or other instruments are,
of course, subject to the fund's investment objective and policies and to
other limitations regarding diversification and concentration in particular
industries. Also, the proposed limitation specifically permits the fund to
sell real estate acquired as a result of ownership of securities or other
instruments. However, in light of the types of securities in which the fund
regularly invests, FMR considers this to be a remote possibility.
 CONCLUSION. The Board of Trustees has concluded that the adoption of the
proposed amendment will benefit the fund and its shareholders. The Trustees
recommend that shareholders of the fund vote FOR the proposed amendment.
The amended limitation, upon shareholder approval, will become effective
immediately. If the proposal is not approved, the fund's current limitation
will remain unchanged.
17. TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING LENDING FOR
FIDELITY LIMITED TERM MUNICIPALS.
 The current fundamental investment limitation concerning lending for
Fidelity Limited Term Municipals is as follows:
 "The fund may not make loans, except through the purchase of a portion of
an issue of debt securities in accordance with its investment objective,
policies, and restrictions."
 Subject to shareholder approval, the Trustees intend to replace the
limitation with the following fundamental investment limitation governing
lending:
 "The fund may not lend any security or make any other loan if, as a
result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities
or to repurchase agreements."
 The primary purpose of this proposal is to revise the fund's fundamental
lending limitation to conform to a limitation expected to become the
standard for all funds managed by FMR. (See "Adoption of Standardized
Investment Limitations" on page __). If the proposal is approved, the new
fundamental lending limitation cannot be changed without a future vote of
shareholders.
 Adoption of the proposed limitation on lending is not expected to affect
the way in which the fund is managed, the investment performance of the
fund, or the instruments in which the fund invests. However, the proposed
limitation would clarify two points. First, the proposed limitation
provides specific authority for the fund to acquire the entire portion of
an issue of debt securities. Ordinarily, if a fund purchases an entire
issue of debt securities, there may be greater risks of illiquidity and
unavailability of public information if the issuer has no other issue of
securities outstanding, and it may be more difficult to obtain pricing
information to be used in establishing the fund's daily share price.
Second, the proposed limitation specifies that repurchase agreements are
not subject to this limitation on lending.
 As income earned from loans is generally subject to federal tax, the fund
has no current intention of making loans, other than through the purchase
of debt securities. If the fund adopts the proposed fundamental investment
limitation on lending set forth above, it will also adopt the following
non-fundamental investment limitation:
 "The fund does not currently intend to engage in repurchase agreements or
make loans, but this limitation does not apply to purchases of debt
securities."
 The Trustees may change non-fundamental limitations in response to
regulatory, market, legal, or other developments without further approval
by shareholders.
 CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the fund and is in the best interest of
shareholders. The Trustees recommend voting FOR the proposed amendment. The
amended limitation, upon shareholder approval, will become effective
immediately. If the proposal is not approved by shareholders of the fund,
the fund's current limitation will remain unchanged.
18. TO ELIMINATE THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING INVESTING
IN OIL, GAS, AND OTHER MINERAL EXPLORATION PROGRAMS FOR FIDELITY LIMITED
TERM MUNICIPALS.
 Currently, Fidelity Limited Term Municipals maintains a fundamental
investment limitation specifying that "the fund may not invest in oil, gas,
or other mineral exploration or development programs." Investment in oil,
gas, or other mineral exploration programs is permitted under federal
standards for mutual funds, but currently is prohibited by some state
regulations.
 The Trustees recommend that shareholders vote to eliminate the above
fundamental investment limitation. If the proposal is approved, the
Trustees of the fund intend to adopt the following non-fundamental
investment limitation, which could be changed without a shareholder vote:
 "The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases."
 The proposal will have no current impact on the fund. However, adoption of
a standardized non-fundamental investment limitation will facilitate FMR's
investment compliance efforts (see "Adoption of Standardized Investment
Limitations" on page __), and will enable the fund to respond more promptly
if applicable state laws change in the future. In addition, the fund's new
limitation will, for the first time, specifically refer to leases.
 CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
eliminate the fund's fundamental investment limitation concerning
investment in oil, gas, and other mineral exploration programs. If
approved, the proposal will take effect immediately. If the proposal is not
approved, the fund's current limitation will remain unchanged.
19. TO ELIMINATE THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
PURCHASING SECURITIES OF AN ISSUER IN WHICH THE TRUSTEES OR DIRECTORS OR
OFFICERS OF THE FUND OR FMR HOLD MORE THAN 5% OF THE OUTSTANDING SECURITIES
OF SUCH ISSUER FOR FIDELITY LIMITED TERM MUNICIPALS.
 Fidelity Limited Term Municipals' fundamental investment limitation
currently includes a restriction which prohibits the fund from purchasing
or retaining the securities of any issuer if the officers and Trustees or
directors of the trust or FMR who individually own more than 1/2 of 1% of
that issuer hold, in the aggregate, more than 5% of that issuer's
securities. This investment limitation was originally adopted to address
state or "Blue Sky" requirements in connection with the registration of
shares of the fund for sale. Only one state currently requires such a
limitation.
 Fidelity Limited Term Municipals' current fundamental investment
limitation concerning purchasing securities of an issuer in which the
Trustees or directors or officers of the fund or of FMR hold in the
aggregate more than 5% of the outstanding securities of such issuer states:
 "The fund may not purchase or retain the securities of any issuer other
than the securities of the fund, if, to the fund's knowledge, those
Trustees and officers of the fund or those officers and directors of FMR,
who individually own beneficially more than 1/2 of 1% of the outstanding
securities of such issuer, together own beneficially more than 5% of such
outstanding securities."
 FMR believes that this fundamental limitation should be eliminated
because, while this limitation has not precluded investments in the past,
its elimination will potentially increase the fund's flexibility when
choosing investments in the future. 
 Subject to shareholder approval, the Trustees of the fund intend to
replace this fundamental limitation with a non-fundamental investment
limitation that could be changed by vote of the Trustees in response to
regulatory, market, legal, or other developments without further approval
by shareholders. The new non-fundamental policy, which is substantially the
same as the fund's current fundamental investment limitation, would provide
that:
 "The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities."
CONCLUSION: The Trustees of the fund have considered the relevant factors
and believe that the proposed non-fundamental investment limitation is in
the best interest of the fund's shareholders. Therefore, the Trustees have
recommended that the shareholders vote FOR the elimination of the
fundamental restriction concerning investing in the issuers in which the
officers, directors or Trustees of the fund and FMR who own more than 1/2
of 1% of an issuer's securities together own more than 5% of any class of
securities of such issuer. If approved, the new non-fundamental limitation
will take effect immediately. If the proposal is not approved by the
shareholders of the fund, the fund's current fundamental 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 whose net assets as of August 31, 1994, were
in excess of $260 billion. The Fidelity family of funds currently includes
a number of funds with a broad range of investment objectives and
permissible portfolio compositions. The Boards of these funds are
substantially identical to that of this trust. In addition, FMR serves as
investment adviser to certain other funds which are generally offered to
limited groups of investors. Information concerning the advisory fees, net
assets, and total expenses of the funds advised by FMR is contained in the
Table of Average Net Assets and Expense Ratios in Exhibit __ on page __.
 FMR, its officers and directors, its affiliated companies and personnel,
and the Trustees, may from time to time have transactions with various
banks, including the custodian banks for certain of the funds advised by
FMR. Those transactions which 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 Consolidated Statement of Financial Condition of Fidelity Management &
Research Company and subsidiaries as of December 31, 1993 is shown
beginning on page __
 The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board; J.
Gary Burkhead, President; and Peter S. Lynch, Vice Chairman. Each of the
Directors is also a Trustee of the trust. Messrs. Johnson 3d, Burkhead,
John H. Costello, Leonard M. Rush, David Murphy, Gary L. French, Arthur S.
Loring, and Thomas J. Steffanci are currently officers of the trust and
officers or employees of FMR or FMR Corp. With the exception of Mr.
Costello and Mr. Rush, all of these persons are stockholders of FMR Corp.
FMR's address is 82 Devonshire Street, Boston, Massachusetts 02109, which
is also the address of the Directors of FMR.
 All of the stock of FMR is owned by a parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts, which was organized on October
31, 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions, FSC, which is the transfer and
shareholder servicing agent for certain of the retail funds advised by FMR,
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for certain institutional customers, and
Fidelity Investments Retail Marketing Company, which provides marketing
services to various companies within the Fidelity organization. Messrs.
Johnson 3d, Burkhead, William L. Byrnes, James C. Curvey, Caleb Loring, Jr.
and Ms. Abigail P. Johnson are the Directors of FMR Corp. On August 31,
1994, Messrs. Johnson 3d, Burkhead, Curvey, and Loring, Jr., and Ms.
Johnson owned approximately 34%, 3%, 3%, 8%, and 24%, respectively, of the
voting common stock of FMR Corp. In addition, various Johnson family
members and various trusts for the benefit of Johnson family members, for
which Messrs. Burkhead, Curvey, or Loring, Jr. are Trustees, owned in the
aggregate approximately 28% of the voting common stock of FMR Corp. Messrs.
Johnson 3d, Burkhead, and Curvey owned approximately 2%, 3% and 1%,
respectively, of the non-voting common stock of FMR Corp. In addition,
various trusts for the benefit of members of the Johnson family, for which
Mr. Loring, Jr. is the sole Trustee, and other trusts for the benefit of
Johnson family members, through limited partnership interests in a
partnership the corporate general partner of which is controlled by Mr.
Johnson 3d, Mr. Loring, Jr., and other Johnson family members, together
owned approximately 42% of the non-voting common stock of FMR Corp. Through
ownership of voting common stock and the execution of a shareholders'
voting agreement, Edward C. Johnson 3d (President and a Trustee of the
trust), Johnson family members, and various trusts for the benefit of the
Johnson family form a controlling group with respect to FMR Corp.
 During the period _____through ______31, 1994, the following transactions
were entered into by officers and/or Trustees of the fund or of FMR Corp.
involving more than 1% of the voting common, non-voting common or preferred
stock of FMR Corp. [to be updated].
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 investment research information with respect to certain
funds for which FMR acts as investment adviser. Under sub-advisory
agreements with FMR U.K. and FMR Far East, FMR pays fees equal to 110% of
FMR U.K.'s costs and 105% of FMR Far East's costs, respectively, in
connection with research services provided for the benefit of certain
Fidelity funds. During the fiscal period ended December 1993, no fees were
paid by FMR on behalf of the funds.
 The Statements of Financial Condition of FMR U.K. and FMR Far East as of
December 31, 1993 are shown on pages __ and __, respectively. Funds 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 ___ on page __.
 The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,
Chairman, and J. Gary Burkhead, President. Each of the Directors is also a
Trustee of the trust. Messrs. Johnson 3d and Burkhead are described in
Proposal 1. The principal business address of the Directors and FMR U.K.
and FMR Far East is 82 Devonshire Street, Boston, Massachusetts.
PRESENT MANAGEMENT CONTRACT
OF
SPARTAN BOND STRATEGIST
1The 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, and
compensates all officers of the trust, all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the trust or FMR
performing services relating to research, statistical, and investment
activities.
2In 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
law; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Board of Trustees.
3FMR is responsible for the payment of all expenses of the fund with
certain exceptions. Specific expenses payable by FMR include, without
limitation, the fees and expenses of registering and qualifying the fund
and its shares for distribution under federal and state securities laws;
expenses of typesetting for printing the prospectus and statement of
additional information; custodian charges; audit and legal expenses;
insurance expense; association membership dues; and the expenses of mailing
reports to shareholders, shareholder meetings, and proxy solicitations. FMR
also provides for transfer agent and dividend disbursing services and
portfolio and general accounting record maintenance through FSC.
4FMR pays all other expenses of the fund with the following exceptions:
fees and expenses of the Trustees who are not "interested persons" of the
trust or of FMR (the non-interested Trustees); interest on borrowings;
taxes; brokerage commissions (if any); and such nonrecurring 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 the officers and
Trustees with respect to litigation.
5FMR is the fund's manager pursuant to a management contract dated July 15,
1993, which was approved by FMR, the then sole shareholder of the fund on
August 30, 1993. For the services of FMR under the management contract, the
fund pays FMR a monthly management fee at the annual rate of .70% of the
fund's average net assets throughout the month. FMR reduces its fee by an
amount equal to the fees and expenses of the non-interested Trustees. For
the fiscal period ended December 31, 1993, the fund paid $33,664 to FMR in
management fees.
6FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses).
7To defray shareholder service costs, FMR or its affiliates also collect
the fund's $5.00 exchange fee, $5.00 account closeout fee, and $5.00 fee
for wire purchases and redemptions.
8SUB-ADVISERS. On July 15, 1993, FMR entered into sub-advisory agreements
with FMR U.K. and FMR Far East pursuant to which FMR U.K. and FMR Far East
supply FMR with investment research and recommendations concerning foreign
securities for the benefit of the fund. The sub-advisory agreements provide
that FMR will pay fees to FMR U.K. and FMR Far East equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far East's costs incurred in connection
with each agreement, said costs to be determined in relation to the assets
of the fund that benefits from the services of the sub-advisers.
PRESENT MANAGEMENT CONTRACT
OF
FIDELITY LIMITED TERM MUNICIPALS
9The fund employs FMR to furnish investment advisory and other services.
Under FMR's 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, and
compensates all officers of the trusts, all Trustees who are "interested
persons" of the trusts or of FMR, and all personnel of the trusts or FMR
performing services relating to research, statistical, and investment
activities. 
10In 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 organizations; 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
law; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Board of Trustees.
11In addition to the management fee payable to FMR and the fees payable to
United Missouri, the fund pays all of its expenses, without limitation,
that are not assumed by those parties. The fund pays for typesetting,
printing, and mailing proxy material to shareholders, legal expenses, and
the fees of the custodian, auditor, and non-interested Trustees. Although
the fund's management contract provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices, and reports to existing shareholders, United Missouri
has entered into a revised sub-transfer agent agreement with FSC, pursuant
to which FSC bears the cost of providing these services to existing
shareholders. Other expenses paid by the fund include interest, taxes,
brokerage commissions, the fund's proportionate share of insurance premiums
and Investment Company Institute dues, and the costs of registering shares
under federal and state securities laws. The fund is also liable for such
nonrecurring expenses as may arise, including costs of any litigation to
which a fund may be a party and any obligation it may have to indemnify the
trust's officers and Trustees with respect to litigation.
12FMR is the fund's manager pursuant to a management contract dated March
1, 1989, which was approved by shareholders on November 16, 1988. For the
services of FMR under its management contract, Limited Term pays a monthly
management fee to FMR at the annual rate of .15% of the fund's average net
assets throughout the month plus 5% of the fund's gross income throughout
the month. For this purpose, gross income includes interest accrued on
portfolio obligations, adjusted for amortization of purchase premium, but
excludes adjustments for purchase discount on portfolio obligations.
Effective July 1, 1993, FMR voluntarily agreed to temporarily limit the
management fee of Limited Term to .10% of the fund's average net assets
plus 5% of the fund's gross income throughout the month.
13Management fees paid to FMR for the fiscal years ended December 31, 1993,
1992, and 1991 for FMR's services as investment adviser are indicated in
the table below.
 
 
14MANAGEMENT FEES 
      1993         1992         1991         
 
      $ 4,805,00   $ 3,921,00   $ 2,780,00   
      0            0            0            
 
15To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that a fund's aggregate operating expenses exceed
specified percentages of its average net assets. The applicable percentages
are 2 1/2% of the first $30 million, 2% of the next $70 million, and 1 1/2
% of average net assets in excess of $100 million. When calculating a
fund's expenses for purposes of this regulation, the fund may exclude
interest, taxes, brokerage commissions, and extraordinary expenses, as well
as a portion of its distribution plan expenses.
16PORTFOLIO TRANSACTIONS
17All orders for the purchase or sale of portfolio securities are placed on
behalf of the funds by FMR pursuant to authority contained in the
management contracts. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR will
consider various relevant factors, including, but not limited to, the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; and the
reasonableness of any commissions. Commissions for foreign investments
traded on foreign exchanges will generally be higher than for U.S.
investments and may not be subject to negotiation.
18The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers is
generally made by FMR (to the extent possible consistent with execution
considerations) based upon the quality of research and execution services
provided.
19The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and, conversely, research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
20Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
funds to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
funds and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
21FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.
22Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, except in accordance with
regulations of the Securities and Exchange Commission. Pursuant to such
regulations, the Board of Trustees has approved a written agreement that
permits FBSI to effect portfolio transactions on national securities
exchanges and to retain compensation in connection with such transactions.
23The Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by the funds over
representative periods of time to determine whether they are reasonable in
relation to the benefits to the funds.
24For the fiscal period ended December 31, 1993, Spartan Bond Strategist's
annualized portfolio turnover rate was 275%. For the 1993 and 1992 fiscal
years, Fidelity Limited Term Municipals' annualized portfolio turnover
rates were 111% and 50% respectively.
25From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. The funds seek to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for the funds to seek such
recapture.
26Although the Trustees and officers of the funds are substantially the
same as those of other funds managed by FMR, investment decisions for each
of the funds are made independently from those of other funds managed by
FMR or accounts managed by FMR affiliates. It sometimes happens that the
same security is held in the portfolio of more than one of these funds or
accounts. Simultaneous transactions are inevitable when several funds are
managed by the same investment adviser, particularly when the same security
is suitable for the investment objective of more than one fund.
27When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with a formula considered by the officers of the funds involved to be
equitable to each fund. In some cases, this system could have a detrimental
effect on the price or value of the security as far as each of the funds is
concerned. In other cases, however, the ability of the fund to participate
in volume transactions will produce better executions and prices for the
funds. It is the current opinion of the Board of Trustees that the
desirability of retaining FMR as investment adviser to the funds outweighs
any disadvantages that may be said to exist from exposure to simultaneous
transactions.
28CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
(SPARTAN BOND STRATEGIST)
29FSC performs transfer agency, dividend disbursing, and shareholder
servicing functions for the fund, the costs of which are borne by FMR
pursuant to its management contract with the fund. FSC also calculates the
fund's NAV and dividends, maintains the fund's general accounting records,
and administers the fund's securities lending program. The cost of these
services are also borne by FMR pursuant to its management contract with the
fund.
30The fund 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
at net asset value. Promotional and administrative expenses in connection
with the offer and sale of shares are paid by FMR.
31INTEREST OF FMR AFFILIATES
(FIDELITY LIMITED TERM MUNICIPALS)
32United Missouri is the fund's custodian and transfer agent. United
Missouri has entered into sub-contracts with FSC, an affiliate of FMR,
under the terms of which FSC performs the processing activities associated
with the transfer agent and shareholder servicing functions for the fund.
Under the sub-contracts, FSC bears the expense of typesetting, printing,
and mailing prospectuses, statements of additional information, and all
other reports, notices, and statements to shareholders, except proxy
statements. FSC also pays out-of-pocket expenses associated with transfer
agent services.
33United Missouri pays FSC an annual fee of $25.50 per regular account with
a balance of $5,000 or more, $15 per regular account with a balance of less
than $5,000, and a supplemental activity charge of $5.61 for monetary
transactions. These fees and charges are subject to annual cost escalation
based on postal rate changes and changes in wage and price levels as
measured by the National Consumer Price Index for Urban Areas. With respect
to institutional client master accounts, the fund pay FSC a per-account fee
of $95 and monetary transaction charges of $20 or $17.50, depending on the
nature of services provided. With respect to certain institutional
broker-dealer accounts, the fund pay FSC a per-account fee of $30 and a
charge of $6 for monetary transactions. Fees for certain institutional
retirement plan accounts are based on the net assets of all such accounts
in the fund.
34Prior to March 26, 1992, State Street Bank and Trust Company (State
Street) served as the fund's custodian and transfer agent and also
sub-contracted with FSC to perform the processing activities associated
with providing transfer agent and shareholder servicing functions for the
fund. Beginning on June 1, 1989, FSC was compensated by State Street on the
same basis as it is currently compensated by United Missouri (although fee
rates and charges were adjusted periodically to reflect postal rate changes
and changes in wage and price levels as measured by the National Consumer
Price Index for Urban Areas). 
35Transfer agent fees, including reimbursement for out-of-pocket expenses,
paid to FSC for the fiscal years ended December 31, 1993, 1992, and 1991
are indicated in the table below.
 
36TRANSFER AGENT FEES
            1993        1992       1991       
 
            $1,289,00   $831,000   $490,000   
            0                                 
 
37United Missouri has an additional sub-contract with FSC, pursuant to
which FSC performs the calculations necessary to determine the fund's net
asset value per share and dividends and maintains the fund's accounting
records. The annual fee rates for these pricing and bookkeeping services
are based on the fund's average net assets. Specifically, .04% for the
first $500 million of average net assets and .02% for average net assets in
excess of $500 million. The fee is limited to a minimum of $45,000 and a
maximum of $750,000 per year.
38Prior to March 26, 1992, State Street subcontracted with FSC for pricing
and bookkeeping services. Beginning July 1, 1991, FSC was compensated for
these services by State Street on the same basis as it is currently
compensated by United Missouri. Prior to July 1, 1991, the annual fee paid
to FSC for pricing and bookkeeping services was based on two schedules, one
pertaining to the fund's average net assets and one pertaining to the type
and number of transactions the fund made.
39Pricing and bookkeeping fees, including reimbursement for out-of-pocket
expenses, paid to FSC for fiscal 1993, 1992, and 1991 are indicated in the
table below.
40PRICING AND BOOKKEEPING FEES
      1993        1992       1991        
 
      $ 337,000   $304,000   $ 209,000   
 
41The transfer agent fees and pricing and bookkeeping fees described above
are paid to FSC by United Missouri, which is entitled to reimbursement from
the fund for these expenses.
42The fund 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 agreements call
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of the fund, which are continuously offered
at net asset value. Promotional and administrative expenses in connection
with the offer and sale of shares are paid by FMR.
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 Fidelity Service Co., P.O. Box 789,
Boston, Massachusetts 02102, 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. 
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
________
 
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research Company
 (a Wholly-Owned Subsidiary of FMR Corp.):
 We have audited the accompanying consolidated statement of financial
condition of Fidelity Management & Research Company as of December 31,
1993. This financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
 We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 In our opinion, the financial statement referred to above presents fairly,
in all material respects, the consolidated financial position of Fidelity
Management & Research Company as of December 31, 1993, in conformity with
generally accepted accounting principles.
 
 
    COOPERS & LYBRAND
 
Boston, Massachusetts
January 28, 1994
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________
 
ASSETS
      ($000)
Cash and cash equivalents   $ 109
Management fees receivable    103,826
Invested assets:
 Managed funds (market value $59,845,000)    56,416
 Other investments (fair value $25,816,000)    20,822
Property and equipment, net    141,584 
Deferred income taxes    35,910
Note receivable from affiliate    11,250
Prepaid expenses and other assets     9,597
  Total Assets    $ 379,514
LIABILITIES AND STOCKHOLDER'S EQUITY
Payable to mutual funds   $ 8,580
Accounts payable and accrued expenses    30,349
Payable to parent company    235,232
Other liabilities    3,871
  Total Liabilities    278,032
 
Stockholder's equity:
Common stock, $.30 par value;
 authorized 50,000 shares;
 issued and outstanding
 26,500 shares    8
Additional paid-in capital    50,074 
Retained earnings    51,400 
  Total Stockholder's Equity    101,482
  Total Liabilities and Stockholder's Equity   $ 379,514
The accompanying notes are an integral part
of the consolidated statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
________
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Fidelity Management & Research Company and Subsidiaries (the Company)
provide investment management and advisory services and other services
principally for the Fidelity Investments Family of Funds. The Company also
provides computer support and systems development services to affiliated
companies.
On March 1, 1993, ownership of the Company's wholly-owned subsidiary,
Fidelity Investments Institutional Services Company, Inc. was distributed
to the Company's parent. As of that date, this subsidiary had total assets
and stockholder's equity of approximately $73,000,000, and $60,000,000,
respectively.
PRINCIPLES OF CONSOLIDATION
The consolidated statement of financial condition includes the accounts of
Fidelity Management & Research Company and its wholly-owned subsidiaries.
All intercompany accounts have been eliminated.
INVESTED ASSETS
Managed funds investments (consisting primarily of Fidelity Mutual Funds)
are carried at the lower of aggregate cost or market. Other investments
consist primarily of investments in limited partnerships which are carried
at cost. Certain restrictions exist with respect to the sale or transfer of
these investments to third parties. For managed funds investments and other
investments, fair value is determined by the quoted market price except in
the case of restricted investments which are valued based on management's
assessment of fair value. When the Company has determined that an
impairment, which is deemed other than temporary, in the market or fair
value of an investment has occurred, the carrying value of the investment
is reduced to its net realizable value.
INCOME TAXES
The Company is included in the consolidated federal and certain state
income tax returns filed by FMR Corp. 
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
(CONTINUED)
________
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED:
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation of furniture and equipment is computed over the
estimated useful lives of the related assets, which are principally three
to five years, using the straight-line method. Leasehold improvements are
amortized over the lesser of their economic useful lives or the period of
the lease. Maintenance and repairs are charged to operations when incurred.
Renewals and betterments of a nature considered to materially extend the
useful life of the assets are capitalized.
PENSION AND PROFIT SHARING PLANS
The Company participates in FMR Corp.'s noncontributory defined benefit
pension plan covering all of its eligible employees. There are no
statistics available for the actuarial data of this separate company. There
are no unfunded vested benefits.
The Company also participates in FMR Corp.'s defined contribution profit
sharing and retirement plans covering substantially all eligible employees.
B. PROPERTY AND EQUIPMENT, NET
At December 31, 1993, property and equipment, at cost, consist of (in
thousands):
 Furniture   $ 1,853
 Equipment (principally computer related)    320,141
 Leasehold improvements    6,712        328,706
 Less: Accumulated depreciation and amortization    187,122
     $ 141,584
C. NOTE RECEIVABLE FROM AFFILIATE
On December 2, 1993, the Company issued a non-recourse mortgage to an
affiliate for property located in Irving, Texas. The $11,250,000 note
receivable is due on January 1, 2009, and accrues interest at 7.6325%.
Payments of principal and interest are due monthly.
D. TRANSACTIONS WITH AFFILIATED COMPANIES
In connection with its operations, the Company provides services to and
obtains services from affiliated companies. Transactions related to these
services are settled, in the normal course of business, through an
intercompany account with the Company's parent, FMR Corp. The terms of
these transactions may not be the same as those which would otherwise exist
or result from agreements and transactions among unrelated parties.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
________
 
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
 Fidelity Management & Research (U.K.) Inc.
 (a Wholly-Owned Subsidiary of Fidelity Management & Research Company):
 We have audited the accompanying statement of financial condition of
Fidelity Management & Research (U.K.) Inc. as of December 31, 1993. This
financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based
on our audit.
 We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Fidelity Management &
Research (U.K.) Inc. as of December 31, 1993, in conformity with generally
accepted accounting principles.
 
 
    COOPERS & LYBRAND
 
Boston, Massachusetts
January 28, 1994
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________
 
ASSETS
Investments (market value $3,180,192)   $ 2,537,448
Equipment, net of accumulated
 depreciation of $859,335    914,770
Accounts receivable from parent     2,806,932
Deferred income taxes    23,520 
  Total Assets   $ 6,282,670 
 
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Subordinated loan   $ 1,608,100
Accounts payable to affiliate    1,452,719
Income taxes payable    173,009
Other liabilities    131 
  Total Liabilities     3,233,959 
 
Stockholder's equity:
Common stock, $1 par value;
 authorized 300,000 shares;
  issued and outstanding 100 shares    100
Additional paid-in capital    900
Retained earnings    3,047,711 
  Total Stockholder's Equity    3,048,711 
  Total Liabilities and Stockholder's Equity    $ 6,282,670 
The accompanying notes are an integral part
of the statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
________
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF REPORTING
The statement of financial condition is presented in accordance with United
States generally accepted accounting principles. The functional and
reporting currency for Fidelity Management & Research (U.K.) Inc. (the
Company) is the U.S. dollar. 
BUSINESS
The Company is a wholly-owned subsidiary of Fidelity Management & Research
Company (the parent). The Company is a registered investment advisor and
provides research and investment advisory services under subadvisory
agreements with its parent. The Company also provides research advice to
the parent and an affiliate pursuant to a research joint venture agreement.
Intercompany transactions are settled during the normal course of business.
INVESTMENTS
Investments consist of shares held in Fidelity mutual funds and are carried
at the lower of aggregate cost or market. The fair value of investments is
equal to the quoted market price.
EQUIPMENT
Equipment is stated at cost less accumulated depreciation. Depreciation is
computed over the estimated useful lives of the related assets, which vary
from three to five years, using the straight-line method. Maintenance and
repairs are charged to operations when incurred.
SUBORDINATED LOAN
The Company has a subordinated loan payable to its parent and due on March
31, 1994. The loan is subordinated in all respects to the rights of senior
creditors. Interest is payable annually at a rate of 4.375%. Repayment or
modification of this loan is subject to regulatory approval.
INCOME TAXES
The Company is included in the consolidated federal income tax return filed
by FMR Corp., the parent Company of Fidelity Management & Research Company.
The Company is allocated a charge by FMR Corp. representing the sum of the
applicable foreign and U.S. statutory income tax rates.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT
OF FINANCIAL CONDITION
(CONTINUED)
________
 
A. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES, CONTINUED:
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes",
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
B. NET CAPITAL REQUIREMENT:
The Company is subject to certain financial regulatory resource rules which
require the Company to maintain a certain level of net capital (as
defined). At December 31, 1993, the minimum net capital requirement of
approximately $422,000 has been satisfied by the Company.
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
________
 
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
 Fidelity Management & Research (Far East) Inc.
 (a Wholly-Owned Subsidiary of Fidelity Management & Research Company):
 We have audited the accompanying statement of financial condition of
Fidelity Management & Research (Far East) Inc. as of December 31, 1993.
This financial statement is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement
based on our audit.
 We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Fidelity Management &
Research (Far East) Inc. as of December 31, 1993, in conformity with
generally accepted accounting principles.
 
    COOPERS & LYBRAND
 
Boston, Massachusetts
January 28, 1994
 
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________
 
ASSETS
Cash    $ 24,294
Investments (market value $618,049)     569,958
Furniture and equipment, net of
 accumulated depreciation of $10,704     642
Prepaid expenses and other assets     143,427
Receivable from parent company    840,906 
  Total Assets   $ 1,579,227 
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Payable to affiliate   $ 795,567
Income taxes payable     168,646 
 Total Liabilities     964,213 
Stockholder's equity:
Common stock, $1 par value;
 authorized 300,000 shares;
 issued and outstanding 100 shares    100
Additional paid-in capital    900
Retained earnings    614,014 
  Total Stockholder's Equity     615,014 
  Total Liabilities and Stockholder's Equity   $ 1,579,227 
The accompanying notes are an integral part
of the statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT
OF FINANCIAL CONDITION
________
 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS
Fidelity Management & Research (Far East) Inc. (the Company) is a
wholly-owned subsidiary of Fidelity Management & Research Company (the
parent). The Company is a registered investment advisor and provides
research advice to the parent and an affiliate pursuant to a research joint
venture agreement. Intercompany transactions are settled during the normal
course of business.
INVESTMENTS
Investments consist of shares held in a Fidelity mutual fund and are
carried at the lower of cost or market. The fair value of investments is
equal to the quoted market price.
FURNITURE AND EQUIPMENT
Furniture and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives of the related
assets, which vary from three to five years, using the straight-line
method. Maintenance and repairs are charged to operations when incurred.
INCOME TAXES
The Company is included in the consolidated federal income tax return filed
by FMR Corp., the parent company of Fidelity Management & Research Company.
The Company is allocated a charge by FMR Corp. representing the sum of the
applicable foreign and U.S. statutory income tax rates.
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
 
The language to be added to the current contract is underlined; the
language to be deleted is set forth in [brackets].
EXHIBIT 1
FORM OF MANAGEMENT CONTRACT
between
FIDELITY SCHOOL STREET TRUST:
FIDELITY LIMITED TERM MUNICIPALS 
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
 [AGREEMENT] MODIFICATION made this 1st day of [March 1989] _____, 199_, by
and between Fidelity [Limited Term Municipals] School Street Trust, a
Massachusetts  business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Fund"), on behalf of [its
single existing series of shares of beneficial interest] Fidelity Limited
Term Municipals (hereinafter called the "Portfolio"), and Fidelity
Management & Research Company, a Massachusetts corporation (hereinafter
called the "Adviser").
 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
modified March 1, 1989, to a modification of said Contract in the manner
set forth below.  The Modified 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. For the services and facilities to be furnished hereunder, the Adviser
shall receive a monthly management fee at the annual rate of [15]10/100ths
of 1% of the average daily net assets of the Portfolio throughout the
month, plus 5% of the gross income of the Portfolio throughout the month.
Gross income, for this purpose includes interest accrued on portfolio
obligations, adjusted for amortization of purchase premium, but excludes
adjustment for purchase discount on portfolio obligations provided that in
the case of initiation or 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 [other
than those expressly stated to be payable by the Adviser hereunder], 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 [May 31,
1989] June 30, 1995 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.
 (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.
           [SIGNATURE LINES OMITTED]
EXHIBIT 2 [TO BE UPDATED]
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
         RATIO OF   RATIO OF NET
         ADVISORY FEES   ADVISORY FEES
         TO AVERAGE   TO AVERAGE   RATIO OF
      AVERAGE   NET ASSETS   NET ASSETS  EXPENSES TO
INVESTMENT   FISCAL   NET ASSETS   PURSUANT TO   PAID  AVERAGE NET
OBJECTIVE AND FUND   YEAR END (A)   (MILLIONS)   ADVISORY CONTRACT   TO FMR
(B)   ASSETS (B) 
GROWTH AND INCOME
Market Index  4/30/93 $ 265.2 0.45% 0.44% 0.44%
Fidelity Fund (3) 6/30/93#   1,398.0 0.42(dagger) 0.42(dagger) 0.66(dagger)
Balanced (3)  7/31/93  2,154.5 0.53 0.53 0.93
Dividend Growth (3) 7/31/93**  9.2 0.62(dagger) -- 2.50(dagger)
Global Balanced (1) 7/31/93**  35.7 0.77(dagger) 0.77(dagger) 2.12(dagger)
Growth & Income 7/31/93  5,195.4 0.53 0.53 0.83
Puritan (3)   7/31/93  6,319.2 0.47 0.47 0.74
Advisor Income &
 Growth   10/31/93  870.1 0.53 0.53 1.51
International Growth
 & Income (2) 10/31/93  301.5 0.77 0.77 1.52
Advisor Equity 
 Portfolio Income (3) 11/30/93  19.1 0.50 0.50 1.77
Advisor Institutional 
 Equity Portfolio 
  Income (3) 11/30/93  167.8 0.50 0.50 0.79
Convertible Securities (3) 11/30/93  782.6 0.53 0.53 0.92
Equity -Income II (3) 11/30/93  3,544.3 0.53 0.53 0.88
Variable Insurance
 Products:
  Equity-Income 12/31/93  952.1 0.53 0.53 0.62
Equity-Income (3) 1/31/94  6,040.5 0.38 0.38 0.66
Real Estate (3) 1/31/94  417.9 0.63 0.63 1.13
Utilities Income (3) 1/31/94  1,394.4 0.53 0.53 0.86
U.S. Equity Index 2/28/94  1,647.0 0.28 -- 0.28
ASSET ALLOCATION
Asset Manager 9/30/93  4,704.2 0.72 0.72 1.09
Asset Manager:
 Growth (3)(4) 9/30/93  566.0 0.73 0.63 1.19
Asset Manager:
 Income (3)(4) 9/30/93  79.1 0.44 -- 0.65
Variable Insurance
 Products II:
  Asset Manager (3) 12/31/93  1,432.9 0.72 0.72 0.88
  Index 500 12/31/93  20.8 0.28 -- 0.28
GROWTH
         RATIO OF   RATIO OF NET
         ADVISORY FEES   ADVISORY FEES
         TO AVERAGE   TO AVERAGE   RATIO OF
      AVERAGE   NET ASSETS   NET ASSETS  EXPENSES 
TO
INVESTMENT   FISCAL   NET ASSETS   PURSUANT TO   PAID  AVERAGE 
NET
OBJECTIVE AND FUND   YEAR END (A)   (MILLIONS)   ADVISORY CONTRACT   TO FMR
(B)  
 ASSETS (B) 
Magellan (3)  3/31/93  21,506.4 0.75 0.75 1.00
Small Cap Stock 4/30/94**  547.2 0.68(dagger) 0.68(dagger) 1.19(dagger)
Fidelity Fifty (3) 6/30/94** $ 40.3 0.63%(dagger) 0.63%(dagger)
1.85%(dagger)
Blue Chip Growth 7/31/93  589.5 0.72 0.72 1.25
Low-Priced Stock (3) 7/31/93  2,048.8 0.76 0.76 1.12
OTC Portfolio 7/31/93  1,202.7 0.74 0.74 1.08
Advisor Strategic
 Opportunities (3) 9/30/93  219.2 0.54 0.54 1.57
Destiny I   9/30/93#  2,920.5 0.60(dagger) 0.60(dagger) 0.65(dagger)
Destiny II   9/30/93#  1,100.8 0.71(dagger) 0.71(dagger) 0.84(dagger)
Strategic 
 Opportunities (3) 9/30/93  19.2 0.54 0.54 0.89
Advisor Global
 Resources (3) 10/31/93  14.4 0.77 0.77 2.62
Advisor Growth
 Opportunities  10/31/93  1,204.5 0.68 0.68 1.64
Advisor Overseas (2) 10/31/93  65.5 0.77 0.77 2.30
Canada (2)   10/31/93  61.1 0.86 0.86 2.00
Capital Appreciation (3) 10/31/93  1,139.1 0.48 0.48 0.86
Disciplined Equity (3) 10/31/93  622.1 0.70 0.70 1.09
Diversified
 International (2) 10/31/93  119.1 0.73 0.73 1.47
Emerging Markets (2) 10/31/93  144.4 0.77 0.77 1.91
Europe (2)   10/31/93  488.3 0.64 0.64 1.25
Europe Capital
 Appreciation 10/31/94**  87.9 0.77(dagger) 0.61(dagger) 1.72(dagger)
Japan (1)   10/31/93  98.4 0.77 0.77 1.71
Latin America (2) 10/31/93**  114.6 0.77(dagger) 0.77(dagger) 1.94(dagger)
Overseas (2)  10/31/93  1,025.1 0.77 0.77 1.27
Pacific Basin (1) 10/31/93  251.2 0.80 0.80 1.59
Southeast Asia (1) 10/31/93**  139.3 0.77(dagger) 0.71(dagger) 2.00(dagger)
Stock Selector (3) 10/31/93  459.7 0.71 0.71 1.10
Value (3)   10/31/93  1,100.8 0.72 0.72 1.11
Worldwide (2) 10/31/93  148.9 0.78 0.78 1.40
Advisor Equity
  Portfolio Growth (3) 11/30/93  176.0 0.66 0.66 1.84
Advisor Institutional
 Equity Portfolio 
  Growth (3) 11/30/93  226.7 0.66 0.66 0.94
Emerging Growth (3) 11/30/93  620.6 0.80 0.80 1.19
Growth Company (3) 11/30/93  2,119.8 0.75 0.75 1.07
New Millennium 11/30/93**  187.5 0.68(dagger) 0.68(dagger) 1.32(dagger)
Retirement Growth (3) 11/30/93  2,404.1 0.76 0.76 1.05
Congress Street 12/31/93  63.4 0.46 0.46 0.61
Contrafund (3) 12/31/93 $ 4,138.1 0.69% 0.69% 1.06%
Exchange   12/31/93  187.7 0.54 0.54 0.57
Trend (3)   12/31/93  1,296.7 0.65 0.65 0.92
Variable Insurance
 Products:
  Growth  12/31/93  1,016.0 0.63 0.63 0.71
  Overseas (2) 12/31/93  398.7 0.77 0.77 1.03
Select Portfolios:
 Air Transportation (3) 2/28/94  17.8 0.63 0.63 2.31
 American Gold 2/28/94  313.4 0.63 0.63 1.49
 Automotive (3) 2/28/94  133.8 0.63 0.63 1.68
 Biotechnology (3) 2/28/94  549.9 0.63 0.63 1.61
 Brokerage and Investment
  Management (3) 2/28/94  69.3 0.63 0.63 1.77
 Chemicals (3) 2/28/94  27.4 0.63 0.63 1.93
 Computers (3) 2/28/94  41.2 0.63 0.63 1.89
 Construction and
  Housing (3) 2/28/94  42.1 0.63 0.63 1.66
 Consumer Products (3) 2/28/94  9.0 0.63 0.49 2.48
 Defense and
  Aerospace (3) 2/28/94  4.6 0.63 -- 2.53
 Developing
  Communications (3) 2/28/94  177.0 0.63 0.63 1.56
 Electronics (3) 2/28/94  54.3 0.63 0.63 1.67
 Energy (3)  2/28/94  126.1 0.63 0.63 1.66
 Energy Service (3) 2/28/94  94.0 0.63 0.63 1.65
 Environmental
  Services (3) 2/28/94  56.6 0.63 0.63 2.03
 Financial Services (3) 2/28/94  168.8 0.62 0.62 1.63
 Food and Agriculture (3) 2/28/94  110.1 0.62 0.62 1.64
 Health Care (3) 2/28/94  552.3 0.63 0.63 1.55
 Home Finance (3) 2/28/94  224.4 0.63 0.63 1.58
 Industrial Equipment (3) 2/28/94  58.2 0.63 0.63 1.68
 Industrial Materials (3) 2/28/94  33.8 0.64 0.64 2.08
 Insurance (3) 2/28/94   22.4 0.63 0.63 1.93
 Leisure (3)  2/28/94  88.1 0.63 0.63 1.53
 Medical Delivery (3) 2/28/94  105.8 0.63 0.63 1.79
 Multimedia (3) (5) 2/28/94  62.8 0.63 0.63 1.63
 Natural Gas (3) 2/28/94**  45.1 0.63(dagger) 0.63(dagger) 1.93(dagger)
 Paper and Forest
  Products (3) 2/28/94  27.0 0.64 0.64 2.07
 
 Precious Metals and
  Minerals (3) 2/28/94 $ 378.4 0.63% 0.63% 1.55%
 Regional Banks (3) 2/28/94  201.0 0.62 0.62 1.60
 Retailing (3) 2/28/94  57.7 0.62 0.62 1.83
 Software and Computer
  Services (3) 2/28/94  172.2 0.63 0.63 1.57
 Technology (3) 2/28/94  163.4 0.63 0.63 1.54
 Telecommunications (3) 2/28/94  353.3 0.63 0.63 1.53
 Transportation (3) 2/28/94  10.5 0.63 0.63 2.39
 Utilities (3) 2/28/94  310.9 0.63 0.63 1.35
CURRENCY PORTFOLIOS
Deutsche Mark
 Peformance, L.P. 12/31/93  8.4 0.50 -- 1.50
Sterling
 Performance, L.P. 12/31/93  3.0 0.50 -- 1.50
Yen Performance, L.P. 12/31/93  4.0 0.50 -- 1.50
INCOME
Capital & Income (3) 4/30/93  1,771.1 0.54 0.54 0.91
Intermediate Bond (3) 4/30/93  1,434.0 0.32 0.27 0.61
Investment Grade Bond (3) 4/30/93  1,049.6 0.37 0.37 0.68
Short-Term Bond (3) 4/30/93  1,634.8 0.47 0.47 0.77
Spartan Government
 Income   4/30/93  491.8 0.65 0.65 0.65
Spartan High Income 4/30/93  470.8 0.70 0.70 0.70
Spartan Short-Intermediate
 Government 4/30/93  23.5 0.65 0.02 0.02
The North Carolina Capital
 Management Trust:
  Term Portfolio 6/30/93  83.4 0.41 0.41 0.41
Ginnie Mae  7/31/93  953.2 0.47 0.47 0.80
Mortgage Securities 7/31/93  428.9 0.47 0.47 0.76
Spartan Limited Maturity
 Government 7/31/93  1,653.7 0.65 0.65 0.65
Spartan Ginnie Mae 8/31/93  766.9 0.65 0.41 0.41
Government Securities 9/30/93**  616.6 0.47(dagger) 0.47(dagger)
0.69(dagger)
Short-Intermediate
 Government  9/30/93  167.6 0.47 0.18 0.61
Spartan Investment
 Grade Bond (3) 9/30/93  59.1 0.65 0.65 0.65
Spartan Short-Term
 Income (3) 9/30/93  547.0 0.65 0.20 0.20
 
Advisor Government
 Investment 10/31/93 $ 40.8 0.46% --% 0.68%
Advisor High Yield 10/31/93  299.1 0.51 0.51 1.11
Advisor Short Fixed
 Income   10/31/93  359.6 0.47 0.47 0.95
Advisor Institutional 
 Limited Term Bond 11/30/93  174.3 0.42 0.42 0.64
Advisor Limited
 Term Bond  11/30/93  22.5 0.42 0.42 1.23
Institutional Short-
 Intermediate
  Government 11/30/93  255.2 0.45 0.45 0.45
Global Bond (2) 12/31/93  434.1 0.71 0.71 1.17
New Markets Income (2) 12/31/93**  114.6 0.71(dagger) 0.28(dagger)
1.24(dagger)
Short-Term World
 Income (2) 12/31/93  400.1 0.62 0.62 1.00
Spartan Bond 
 Strategist (3) 12/31/93**  15.4 0.70(dagger) 0.70(dagger) 0.70(dagger)
Variable Insurance
 Products:
  High Income 12/31/93  343.1 0.51 0.50 0.64
Variable Insurance
 Products II:
  Investment Grade
   Bond  12/31/93  98.9 0.47 0.47 0.68
Spartan Long-Term 
 Government Bond 1/31/94  85.8 0.65 0.65 0.65
U.S. Bond Index 2/28/94  190.2 0.32 -- 0.32
MONEY MARKET
Institutional Cash:
 Domestic Money
  Market (4) 3/31/93  768.4 0.20 0.12 0.18
 Money Market (4) 3/31/93  5,033.1 0.20 0.15 0.18
 U.S. Government (4) 3/31/93  6,305.4 0.20 0.14 0.18
 U.S. Treasury (4) 3/31/93  2,683.0 0.20 0.15 0.18
 U.S. Treasury II (4) 3/31/93  7,014.6 0.20 0.15 0.18
Spartan Money Market (4) 4/30/93  4,841.1 0.30 0.30 0.30
Spartan U.S. Government
 Money Market (4) 4/30/93  1,204.8 0.55 0.45 0.45
The North Carolina
 Capital Management Trust:
  Cash Portfolio (4) 6/30/93  1,538.3 0.38 0.38 0.39
Daily Money Fund:
 Capital Reserves:
  Money Market (4) 7/31/93 $ 443.3 0.50% 0.31% 0.95%
  U.S. Government
   Money Market (4) 7/31/93  269.5 0.50 0.38 0.95
 Money Market (4) 7/31/93  1,554.7 0.50 0.50 0.61
 U.S. Treasury (4) 7/31/93  2,841.7 0.50 0.50 0.57
 U.S. Treasury
  Income (4) 7/31/93  1,166.9 0.42 0.20 0.20
Spartan U.S. Treasury
 Money Market (4) 7/31/93  2,138.9 0.55 0.42 0.42
Daily Income Trust (4) 8/31/93  2,302.8 0.30 0.30 0.57
Money Market Trust:
 Domestic Money
  Market (4) 8/31/93  690.3 0.42 0.42 0.42
 Retirement Government
  Money Market (4) 8/31/93  1,338.8 0.42 0.42 0.42
 Retirement Money
  Market (4) 8/31/93  1,661.1 0.42 0.42 0.42
 U.S. Government (4) 8/31/93  297.5 0.42 0.42 0.42
 U.S. Treasury (4) 8/31/93  181.5 0.42 0.42 0.42
U.S. Government
 Reserves (4) 9/30/93  1,139.5 0.43 0.43 0.73
Cash Reserves (4) 11/30/93  9,761.4 0.14 0.13 0.48
State and Local Asset
 Management Series:
  Government Money
   Market (4) 11/30/93  844.5 0.43 0.43 0.43
Variable Insurance
 Products:
  Money Market (4) 12/31/93  307.3 0.14 0.13 0.22
Select Money Market (4) 2/28/94  462.6 0.13 0.13 0.72
TAX-EXEMPT INCOME
Institutional Tax-
 Exempt Cash (4) 5/31/93  2,517.7 0.20 0.14 0.18
Daily Money Fund:
 Capital Reserves:
  Municipal Money
   Market (4) 7/31/93  91.7 0.50 0.22 0.95
Spartan Aggressive 
 Municipal   8/31/93**  6.4 0.60(dagger) 0.60(dagger) 0.60(dagger)
 
 
Spartan Intermediate 
 Municipal  8/31/93** $ 82.6 0.55%(dagger) -% -%
Spartan Maryland Municipal
 Income   8/31/93**  13.4 0.55(dagger) -- --
Spartan Municipal
 Income   8/31/93  869.8 0.55 0.47 0.47
Spartan Municipal
 Money Market (4) 8/31/93  1,561.2 0.50 0.27 0.27
Spartan Short-
 Intermediate
  Municipal 8/31/93#  819.9 0.55(dagger) 0.55(dagger) 0.55(dagger)
Advisor High Income
 Municipal  10/31/93  316.4 0.42 0.42 0.92
Daily Tax-Exempt
 Money (4)  10/31/93  504.9 0.50 0.50 0.61
Spartan New Jersey
 Municipal Money
  Market (4) 10/31/93  329.1 0.50 0.44 0.44
Tax-Exempt Money
 Market Trust (4) 10/31/93  2,789.6 0.27 0.27 0.49
Advisor Institutional
 Limited Term
  Tax-Exempt 11/30/93  22.1 0.42 0.24 0.65
Advisor Limited
 Term Tax-Exempt 11/30/93  15.4 0.42 -- 0.90
Connecticut Municipal
 Money Market (4) 11/30/93  300.3 0.42 0.42 0.61
High Yield Tax-Free 11/30/93  2,161.9 0.42 0.42 0.56
New Jersey Tax-Free
 Money Market (4) 11/30/93  357.5 0.42 0.42 0.63
Spartan Connecticut
 Municipal:
  High Yield 11/30/93  450.4 0.55 0.55 0.55
  Money Market (4) 11/30/93  128.5 0.50 0.24 0.24
Spartan Florida Municipal:
 Income   11/30/93  377.5 0.55 0.25 0.25
 Money Market (4) 11/30/93  204.4 0.50 0.18 0.18
Spartan New Jersey
 Municipal High Yield 11/30/93  399.2 0.55 0.55 0.55
Aggressive Tax-Free 12/31/93  891.9 0.47 0.47 0.64
Insured Tax-Free 12/31/93  426.3 0.42 0.42 0.61
Limited Term
 Municipals  12/31/93  1,174.6 0.41 0.41 0.57
Michigan Tax-Free:
 High Yield  12/31/93 $ 528.9 0.42% 0.42% 0.59%
 Money Market (4) 12/31/93  161.3 0.42 0.41 0.62
Minnesota Tax-Free 12/31/93  320.0 0.42 0.42 0.61
Municipal Bond 12/31/93  1,279.8 0.37 0.37 0.49
Ohio Tax-Free:
 High Yield  12/31/93  442.1 0.41 0.41 0.57
 Money Market (4) 12/31/93  244.4 0.42 0.42 0.59
Spartan Pennsylvania
 Municipal:
  High Yield 12/31/93  283.2 0.55 0.55 0.55
  Money Market (4) 12/31/93  218.8 0.50 0.50 0.50
Massachusetts Tax-Free:
 High Yield  1/31/94  1,365.4 0.41 0.41 0.54
 Money Market (4) 1/31/94  577.0 0.41 0.41 0.66
New York Tax-Free:
 High Yield  1/31/94  477.9 0.41 0.41 0.58
 Insured   1/31/94  395.2 0.41 0.41 0.58
 Money Market (4) 1/31/94  564.0 0.41 0.41 0.62
Spartan Massachusetts
 Municipal Money
  Market (4) 1/31/94  339.5 0.50 0.40 0.40
Spartan New York
 Municipal:
  High Yield 1/31/94  427.7 0.55 0.55 0.55    Intermediate 1/31/94**  4.3
0.55(dagger) -- --
  Money Market (4) 1/31/94  446.6 0.50 0.50 0.50
California Tax-Free:
 High Yield  2/28/94  588.0 0.41 0.41 0.57
 Insured   2/28/94  299.5 0.41 0.29 0.48
 Money Market (4) 2/28/94  540.0 0.41 0.41 0.64
Spartan California
 Municipal:
  High Yield 2/28/94  598.5 0.55 0.52 0.52
  Intermediate 2/28/94**  7.7 0.55(dagger) -- --
  Money Market (4) 2/28/94  944.0 0.50 0.21 0.21
(a) All fund data are as of the fiscal year end noted in the chart or as of
February 28, 1994, if fiscal year end figures are not yet available.
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.
(b) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations.
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
(1) 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 (FIIAL U.K.), with respect to the fund.
(2) Fidelity Management & Research Company has entered into sub-advisory
agreements with the following affiliates:  FMR U.K., FMR Far East, FIJ (New
Markets Income only), FIIA, and FIIAL U.K., with respect to the fund.
(3) Fidelity Management & Research Company has entered into sub-advisory
agreements with FMR U.K. and FMR Far East, with respect to the fund.
(4) Fidelity Management & Research Company has entered into a sub-advisory
agreement with FMR Texas Inc., with respect to the fund.
(5) Effective April 25, 1994, Select Broadcast and Media Portfolio has been
renamed to Multimedia Portfolio.
SCH-PXS-1094  cusip#31638R204/fund#036
 cusip#31638R105/fund#447
      
Vote this proxy card TODAY!  Your prompt response will
save 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 SCHOOL STREET TRUST: FIDELITY LIMITED TERM MUNICIPALS
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Ralph F. Cox, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of Fidelity
Limited Term Municipals as indicated above 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
December 14, 1994 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                                        _____________, 1994
_______________________________________
_______________________________________
      Signature(s) (Title(s), if applicable)
  PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(036,447HH)
 
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:
- --------------------------------------------------------------------------
- --------------------
 


                                                                                             
1.   To elect the twelve nominees specified below as        [  ] FOR all nominees    [  ]            1.   
     Trustees:  J. Gary Burkhead, Ralph F. Cox, Phyllis    listed (except as         WITHHOLD             
     Burke Davis, Richard J. Flynn, Edward C. Johnson      marked to the contrary    authority to         
     3d, E. Bradley Jones, Donald J. Kirk, Peter S.        below).                   vote for all         
     Lynch, Gerald C. McDonough, Edward H. Malone,                                   nominees.            
     Marvin L. Mann, 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.)                                                                   
 

 
  
__________________________________________________________________________
___________________
 


                                                                                                   
2.    To ratify the selection of Coopers & Lybrand L.L.P. as         FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   2.    
      independent accountants of the trust.                                                                          
 
3.    To amend the Declaration of Trust to provide                   FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   3.    
      dollar-based voting rights for shareholders of the trust.                                                      
 
4.    To amend the Declaration of Trust regarding                    FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   4.    
      shareholder notification of appointment of Trustees.                                                           
 
5.    To amend the Declaration of Trust to provide the fund          FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   5.    
      with the ability to invest all of its assets in another                                                        
      open-end investment company with substantially the                                                             
      same investment objective and policies.                                                                        
 
6.    To adopt a new fundamental investment limitation for           FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   6.    
      the fund permitting the fund to invest all of its assets in                                                    
      another open-end investment company with                                                                       
      substantially the same investment objective and                                                                
      policies.                                                                                                      
 
7.    To approve an amended management contract for the              FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   7.    
      fund.                                                                                                          
 
8.    To amend the fund's objective and replace the fund's           FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   8.    
      fundamental investment policies regarding debt                                                                 
      quality and maturity with non-fundamental policies.                                                            
 
9.    To amend the fund's fundamental investment                     FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   9.    
      limitation concerning diversification.                                                                         
 
10.   To amend the fund's fundamental investment                     FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   10.   
      limitation concerning concentration of its investments                                                         
      in a single industry.                                                                                          
 
11.   To amend the fundamental investment limitation                 FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   10.   
      concerning senior securities for the fund.                                                                     
 
12.   To eliminate the fundamental investment limitation             FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   11.   
      concerning short sales of securities for the fund.                                                             
 
13.   To eliminate the fundamental investment limitation             FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   12.   
      concerning margin purchases for the fund.                                                                      
 
14.   To amend the fundamental investment limitation                 FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   13.   
      concerning borrowing for the fund.                                                                             
 
15.   To amend the fundamental investment limitation                 FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   14.   
      concerning underwriting for the fund.                                                                          
 
16.   To amend the fundamental investment limitation                 FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   16.   
      concerning  real estate for the fund.                                                                          
 
17.   To amend the fundamental investment limitation                 FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   17.   
      concerning  lending for the fund.                                                                              
 
18.   To eliminate the fundamental investment limitation             FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   18.   
      concerning investing in oil, gas, and mineral                                                                  
      exploration programs for the fund.                                                                             
 
19.   To eliminate the fundamental investment limitation             FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   19.   
      concerning purchasing securities of an issuer in which                                                         
      the Trustees or directors and officers of the trust of                                                         
      FMR hold more than 5% of any class of securities of                                                            
      such issuer for the fund.                                                                                      
 

 
SCH-PXC-1094    cusip#31638R204/fund#036
      
Vote this proxy card TODAY!  Your prompt response will
save 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 SCHOOL STREET TRUST: SPARTAN BOND STRATEGIST
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Ralph F. Cox, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of Spartan
Bond Strategist as indicated above 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 December 14,
1994 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                                        _____________, 1994
_______________________________________
_______________________________________
      Signature(s) (Title(s), if applicable)
  PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(447,036HH)
 
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:
- --------------------------------------------------------------------------
- --------------------
 


                                                                                             
1.   To elect the twelve nominees specified below as        [  ] FOR all nominees    [  ]            1.   
     Trustees:  J. Gary Burkhead, Ralph F. Cox, Phyllis    listed (except as         WITHHOLD             
     Burke Davis, Richard J. Flynn, Edward C. Johnson      marked to the contrary    authority to         
     3d, E. Bradley Jones, Donald J. Kirk, Peter S.        below).                   vote for all         
     Lynch, Gerald C. McDonough, Edward H. Malone,                                   nominees.            
     Marvin L. Mann, 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.)                                                                   
 

 
  
__________________________________________________________________________
___________________
 


                                                                                                   
2.   To ratify the selection of Coopers & Lybrand L.L.P. as         FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   2.   
     independent accountants of the trust.                                                                         
 
3.   To amend the Declaration of Trust to provide                   FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   3.   
     dollar-based voting rights for shareholders of the trust.                                                     
 
4.   To amend the Declaration of Trust regarding                    FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   4.   
     shareholder notification of appointment of Trustees.                                                          
 
5.   To amend the Declaration of Trust to provide the fund          FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   5.   
     with the ability to invest all of its assets in another                                                       
     open-end investment company with substantially the                                                            
     same investment objective and policies.                                                                       
 
6.   To adopt a new fundamental investment limitation for           FOR [  ]    AGAINST [  ]    ABSTAIN [ ]   6.   
     the fund permitting the fund to invest all of its assets in                                                   
     another open-end investment company with                                                                      
     substantially the same investment objective and                                                               
     policies.                                                                                                     
 

 
SCH-PXC-1094    cusip#31638R105/fund#447