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The following is an excerpt from a DEF 14A SEC Filing, filed by FIDELITY ADVISOR SERIES II on 12/17/2004.
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FIDELITY ADVISOR SERIES II - DEF 14A - 20041217 - STOCKHOLDER_PROPOSALS

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 Company, Inc., P.O. Box 789, Boston, MA 02109, (for Fidelity Floating Rate High Income Fund and Fidelity Mortgage Securities Fund), or Fidelity Investments Institutional Operations Company, Inc., 100 Salem St., Smithfield, RI, 02197, (for all funds except Fidelity Floating Rate High Income Fund and Fidelity Mortgage Securities Fund), whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports you wish to receive in order to supply copies to the beneficial owners of the respective shares.

EXHIBIT 1

GOVERNANCE AND NOMINATING COMMITTEE CHARTER
WITH RESPECT TO NOMINATIONS OF INDEPENDENT TRUSTEES

This charter relates to the responsibilities of the Governance and Nominating Committee in connection with the nomination of Independent Trustees.

The Governance and Nominating Committee will consist solely of Independent Trustees. The Chair of the Independent Trustees will be the Chair of the Committee. If a Vice Chair of the Independent Trustees has been designated, such Vice Chair will normally serve on the Committee. The Committee will meet as called by the Chair. A quorum will include at least two Independent Trustees.

The Committee will make nominations for the appointment or election of Independent Trustees in accordance with the Independent Trustee's Statement of Policy on Criteria for Selecting Independent Trustees ("Statement of Policy") (attached as Appendix A). The selection of Independent Trustees will be committed solely to the discretion of the Independent Trustees; persons so selected will be "disinterested" in terms of both the letter and spirit of the Investment Company Act. The Committee will also make nominations for the appointment of any non-management member of any Advisory Board.

The Committee will periodically review the Statement of Policy, which may from time to time be revised by vote of a majority of Independent Trustees upon the recommendation of the Governance and Nominating Committee.

The Committee will have sole authority to retain and terminate any search firm used to identify Independent Trustee candidates, including sole authority to approve such firm's fees and other retention terms.

The Committee will consider Independent Trustee candidates recommended by Fund shareholders. Any such candidates will be considered based upon the criteria applied to candidates presented to the Committee by a search firm or other sources, as set forth in the Statement of Policy. The names of such candidates should be submitted to the Chairman of the Committee in writing at the address maintained for communications with Independent Trustees. The submission should be accompanied by appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity Funds. If the Committee retains a search firm, the Chairman will forward all such submissions to the search firm for evaluation.

APPENDIX A

December 2003

STATEMENT OF POLICY ON CRITERIA
FOR SELECTING INDEPENDENT TRUSTEES

The Governance and Nominating Committee of the Board of Trustees of the Fidelity Funds has adopted this Statement of Policy to memorialize its views as to the appropriate criteria for selecting Independent Trustees of the Funds. This Statement has been prepared in connection with filling vacancies among the Independent Trustees that are expected to arise through the end of 2004.

The Governance and Nominating Committee expects that all candidates will have the following characteristics:

  • Unquestioned personal integrity is a given.
  • The candidate may not be an "interested person" of FMR or its affiliates within the meaning of the Investment Company Act of 1940.
  • The candidate should have no material relationship that could create an appearance of lack of independence in respect of FMR and its affiliates. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others).
  • The candidate needs the disposition to act independently in fact in respect of FMR and its affiliates and others in order to protect the interests of the Funds and all shareholders. It is expected that Independent Trustees will play an active and, if necessary, an adversarial role in pursuing the best interests of the Funds and shareholders.
  • The candidate needs to be able to attend 11 meetings per year. The effect of this requirement is to limit the number of other boards on which a candidate can participate and other commitments.
  • The candidate needs to have demonstrated sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial or regulatory issues.
  • The candidate should have sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity Funds.
  • Candidates should have experience on corporate or other institutional oversight bodies having similar responsibilities. This helps assure that they have other exposure to current governance issues and business practices. Candidates should not, however, have board memberships or other relationships that could result in business or regulatory conflicts with the Fidelity Mutual Funds.
  • The candidate needs the capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light of the Fidelity Funds' complex regulatory, operational and marketing setting.

The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee.

The following characteristics are desirable, but not mandatory:

  • The candidate should have the ability to serve seven or more years before reaching mandatory retirement age.
  • The candidate should have diversity of interests evidenced by participation in community, charitable or other similar activities.

The following are desirable characteristics of the Independent Trustees as a group:

  • The Independent Trustees will generally be drawn from the ranks of respected and accomplished senior business leaders.
  • The Independent Trustees will strive to achieve diversity in terms of gender, race and geographic location.
  • The Independent Trustees as a whole should reflect a diversity of business experience. At least one Independent Trustee will be a "audit committee financial expert," as such term is defined by the SEC. The Governance and Nominating Committee will strive to achieve a balance of experience of Independent Trustees in respect of industries, management roles and other experience. For each candidate, the Committee will evaluate specific experience in light of the makeup of the current board.

Fidelity and Magellan are registered trademarks of FMR Corp.

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

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CUSIP# 315807594 / FUND# 861

1.761878.101

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CUSIP# 315916726 / FUND# 1320

FIDELITY ® ADVISOR FLOATING RATE HIGH INCOME FUND
FIDELITY ADVISOR GOVERNMENT INVESTMENT FUND
FIDELITY ADVISOR HIGH INCOME FUND
FIDELITY ADVISOR HIGH INCOME ADVANTAGE FUND
FIDELITY ADVISOR INTERMEDIATE BOND FUND
FIDELITY ADVISOR MID CAP II FUND
FIDELITY ADVISOR MORTGAGE SECURITIES FUND
FIDELITY ADVISOR MUNICIPAL INCOME FUND
FIDELITY ADVISOR SHORT FIXED-INCOME FUND
FIDELITY ADVISOR STRATEGIC INCOME FUND
FIDELITY ADVISOR VALUE FUND
FIDELITY FLOATING RATE HIGH INCOME FUND
FIDELITY MORTGAGE SECURITIES FUND

FUNDS OF
FIDELITY ADVISOR SERIES II

This is to inform you of a modification to the proxy statement dated December 20, 2004 regarding the above funds.

The following information replaces the similar information in the "Audit Fees" table found on page 51.

All funds in the Fidelity Group of Funds
audited by Deloitte Entities

$ 4,300,000

$ 4,200,000

The following information replaces the "Audit-Related Fees" table found on page 51.

Fund

2003 A,B

2002 A,B

Fidelity Advisor Mid Cap II Fund C

$ 0

$ 0

Fidelity Advisor Strategic Income Fund

$ 0

$ 0

Fund

2004 A,B

2003 A,B

Fidelity Advisor Floating Rate High Income Fund

$ 0

$ 0

Fidelity Advisor Government Investment Fund

$ 0

$ 0

Fidelity Advisor High Income Fund

$ 0

$ 0

Fidelity Advisor High Income Advantage Fund

$ 0

$ 0

Fidelity Advisor Intermediate Bond Fund

$ 0

$ 0

Fidelity Advisor Mortgage Securities Fund

$ 0

$ 0

Fidelity Advisor Municipal Income Fund

$ 0

$ 0

Fidelity Advisor Short Fixed-Income Fund

$ 0

$ 0

Fidelity Advisor Value Fund D

$ 0

$ 0

The following information replaces the similar information found on page 58.

For the fiscal years ended December 31, 2003 and December 31, 2002 for Fidelity Advisor Mid Cap II Fund and Fidelity Advisor Strategic Income Fund, the aggregate fees billed by Deloitte Entities of $1,450,000 A,B and $1,550,000 A,B respectively, for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

Fidelity Advisor Series II - buckslip

Important Proxy Materials

PLEASE CAST YOUR VOTE NOW!

Fidelity ® Advisor Floating Rate High Income Fund

Fidelity Advisor Government Investment Fund

Fidelity Advisor High Income Fund

Fidelity Advisor High Income Advantage Fund

Fidelity Advisor Intermediate Bond Fund

Fidelity Advisor Mid Cap II Fund

Fidelity Advisor Mortgage Securities Fund

Fidelity Advisor Municipal Income Fund

Fidelity Advisor Short Fixed-Income Fund

Fidelity Advisor Strategic Income Fund

Fidelity Advisor Value Fund

Fidelity Floating Rate High Income Fund*

Fidelity Mortgage Securities Fund*

Dear Shareholder:

I am writing to let you know that a special meeting of shareholders of the Fidelity funds mentioned above will be held on February 16, 2005. The purpose of the meeting is to vote on several important proposals that affect the funds and your investment in them. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your funds. This package contains information about the proposals and the materials to use when voting by mail.

Please read the enclosed materials and cast your vote on the proxy card(s). Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.

All of the proposals have been carefully reviewed by the Board of Trustees. The Trustees, most of whom are not affiliated with Fidelity, are responsible for protecting your interests as a shareholder. The Trustees believe these proposals are in the best interests of shareholders. They recommend that you vote for each proposal.

The following Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed proxy statement.

Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.

If you have any questions before you vote, please call Fidelity at 1-877-208-0098 (for all fund except Fidelity Floating Rate High Income Fund and Fidelity Mortgage Securities Fund) and 1-800-544-3198 (for Fidelity Floating Rate High Income Fund and Fidelity Mortgage Securities Fund). We'll be glad to help you get your vote in quickly. Thank you for your participation in this important initiative.

Sincerely,

Edward C. Johnson 3d

Chairman and Chief Executive Officer

* Fidelity Floating Rate High Income Fund and Fidelity Mortgage Securities Fund are classes of Fidelity Advisor Floating Rate High Income Fund and Fidelity Advisor Mortgage Securities Fund.

Important information to help you understand and vote on the proposals

Please read the full text of the proxy statement. Below is a brief overview of the proposals to be voted upon. Your vote is important. We appreciate you placing your trust in Fidelity and look forward to helping you achieve your financial goals.

What proposals am I being asked to vote on?

You may be asked to vote on the following proposals:

1. To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.

2. To elect a Board of Trustees.

3. To modify the fundamental investment objective of Fidelity Advisor Intermediate Bond Fund.

4. To modify the fundamental investment objective of Fidelity Advisor Short Fixed-Income Fund.

1. To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.

Why are you making this change?

The Investment Company Act of 1940 (1940 Act) prohibits or limits certain transactions between affiliated funds ( affiliated funds are defined as funds in a fund complex that are usually under common control of an investment adviser or other person when the adviser or other person exercise a controlling influence over the management or policies of the funds). On July 26, 2002, the SEC amended Rule 17a-8 under the 1940 Act to permit mergers of affiliated funds without shareholder approval in certain cases, while still requiring shareholder approval in other cases. For example, Rule 17a-8 now permits affiliated funds to merge without shareholder approval if the advisory contracts and fundamental policies of the funds are not materially different (fundamental policies are those that can only be changed by shareholder vote). In all cases, the Board of Trustees must first consider that the action is in the best interests of the fund and its shareholders, and that the action will not dilute the shareholders' interests.

As of the record date for this meeting, the Trustees have no current plans to merge existing funds without shareholder vote. If shareholders approve the proposed change to the Declaration of Trust, the Board of Trustees may approve such a merger transaction in the future, but again, only if they find that the transaction is in the best interests of the fund and its shareholders and that the transaction will not dilute the shareholders' interests.

How will this change benefit me as a shareholder?

The amendment will give the Trustees increased flexibility, which may allow them to react more quickly to changes in competitive and regulatory conditions. This may allow the funds to operate in a more efficient and economical manner since each time a fund requires a shareholder vote, it is an expense to the fund and ultimately to you as a shareholder.

Under what circumstances would the Board of Trustees need to get shareholder approval?

The Board of Trustees would still need to get shareholder approval if the merger, consolidation or asset sale was not permitted by the 1940 Act and Massachusetts law. For example, Rule 17a-8 still requires shareholder approval of a merger of affiliated funds if they have materially different advisory contracts or fundamental policies. It also requires shareholder approval if, post-merger, the shareholder-elected disinterested trustees of the acquired fund would not comprise a majority of the disinterested trustees of the surviving fund.

2. To elect a Board of Trustees.

What role does the Board play? The Trustees serve as the fund shareholders' representatives. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders, including approving policy changes. In addition, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to the fund.

What is the affiliation of the Board and Fidelity? The Board consists of 14 individuals. The purpose of the Board is to ensure that the shareholders' best interests are protected in the operation of a mutual fund. There are four "interested" trustees and ten "non-interested" trustees. Trustees are determined to be "interested" by virtue of, among other things, their affiliation with the funds, trust, or various other entities under common control with Fidelity Management & Research Co. (FMR). Interested Trustees are compensated by FMR. Non-interested Trustees have no affiliation with FMR and are compensated by each individual fund.

Are Board members paid?

Each non-interested Trustee receives a fee for his or her service on the Board. Under a deferred compensation plan adopted in September 1995 and amended in November 1996 and January 2000 (the Plan), non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual fees. You can find the compensation table, which details these fees, in the proxy statement.

Where is the compensation deferred to?

Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of Fidelity funds including funds in each major investment discipline and representing a majority of Fidelity's assets under management (the Reference Funds). The amounts ultimately received by non-interested Trustees under the Plan will directly be linked to the performance of the Referenced Funds. This aligns the interest of the Trustees with the interests of the shareholders at-large.

3. To modify the fundamental investment objective of Fidelity Advisor Intermediate Bond Fund.

Why are you modifying the fundamental investment objective of Fidelity Advisor Intermediate Bond Fund?

The purpose of this proposal is to align the fundamental investment objectives of the Advisor fund with its retail counterpart, so that the investment objectives of both funds, which do not differ materially, are stated in the same words.

Will the proposed change affect the way the fund is managed? The proposed change will have no material effect on the way the fund is managed.

4. To modify the fundamental investment objective of Fidelity Advisor Short Fixed-Income Fund.

Why are you modifying the fundamental investment objective of Fidelity Advisor Short Fixed-Income Fund?

The purpose of this proposal is to align the fundamental investment objectives of the Advisor fund with its retail counterpart, so that the investment objectives of both funds, which do not differ materially, are stated in the same words.

Will the proposed change affect the way the fund is managed?

The proposed change will have no material effect on the way the fund is managed.

Has the funds' Board of Trustees approved each proposal?

Yes. The Board of Trustees has unanimously approved all of the proposals and recommends that you vote to approve them.

How many votes am I entitled to cast?

As a shareholder, you are entitled to one vote for each dollar of net asset value you own of each of the funds on the record date. The record date is December 20, 2004.

How do I vote my shares?

You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions. In addition, you may also vote through the internet by visiting www.proxyweb.com and following the on-line instructions. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Fidelity at 1-877-208-0098 (for all funds except Fidelity Floating Rate High Income Fund and Fidelity Mortgage Securities Fund) and 1-800-544-3198 (for Fidelity Floating Rate High Income Fund and Fidelity Mortgage Securities Fund).

How do I sign the proxy card?

Individual Accounts : Shareholders should sign exactly as their names appear on the account registration shown on the card.

Joint Accounts : Either owner may sign, but the name of the person signing should conform exactly to a name shown in the registration.

All Other Accounts : The person signing must indicate his or her capacity. For example, a trustee for a trust or other entity should sign, "Ann B. Collins, Trustee."

Important Proxy Materials

PLEASE CAST YOUR VOTE NOW!

Fidelity Floating Rate High Income Fund *

Fidelity Mortgage Securities Fund **

Dear Shareholder:

I am writing to let you know that a special meeting of shareholders of the Fidelity funds mentioned above will be held on February 16, 2005. The purpose of the meeting is to vote on several important proposals that affect the funds and your investment in them. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your funds. This package contains information about the proposals and the materials to use when voting by mail.

Please read the enclosed materials and cast your vote on the proxy card(s). Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.

All of the proposals have been carefully reviewed by the Board of Trustees. The Trustees, most of whom are not affiliated with Fidelity, are responsible for protecting your interests as a shareholder. The Trustees believe these proposals are in the best interests of shareholders. They recommend that you vote for each proposal.

The following Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed proxy statement.

Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.

If you have any questions before you vote, please call Fidelity at 1-800-544-3198. We'll be glad to help you get your vote in quickly. Thank you for your participation in this important initiative.

Sincerely,

Edward C. Johnson 3d

Chairman and Chief Executive Officer

*Fidelity Floating Rate High Income Fund is a class of Fidelity Floating Rate High Income Fund

** Fidelity Mortgage Securities Fund is a class of Fidelity Mortgage Securities Fund

Important information to help you understand and vote on the proposals

Please read the full text of the proxy statement. Below is a brief overview of the proposals to be voted upon. Your vote is important. We appreciate you placing your trust in Fidelity and look forward to helping you achieve your financial goals.

What proposals am I being asked to vote on?

You may be asked to vote on the following proposals:

1. To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.

2. To elect a Board of Trustees.

1. To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.

Why are you making this change?

The Investment Company Act of 1940 (1940 Act) prohibits or limits certain transactions between affiliated funds ( affiliated funds are defined as funds in a fund complex that are usually under common control of an investment adviser or other person when the adviser or other person exercise a controlling influence over the management or policies of the funds). On July 26, 2002, the SEC amended Rule 17a-8 under the 1940 Act to permit mergers of affiliated funds without shareholder approval in certain cases, while still requiring shareholder approval in other cases. For example, Rule 17a-8 now permits affiliated funds to merge without shareholder approval if the advisory contracts and fundamental policies of the funds are not materially different (fundamental policies are those that can only be changed by shareholder vote). In all cases, the Board of Trustees must first consider that the action is in the best interests of the fund and its shareholders, and that the action will not dilute the shareholders' interests.

As of the record date for this meeting, the Trustees have no current plans to merge existing funds without shareholder vote. If shareholders approve the proposed change to the Declaration of Trust, the Board of Trustees may approve such a merger transaction in the future, but again, only if they find that the transaction is in the best interests of the fund and its shareholders and that the transaction will not dilute the shareholders' interests.

How will this change benefit me as a shareholder?

The amendment will give the Trustees increased flexibility, which may allow them to react more quickly to changes in competitive and regulatory conditions. This may allow the funds to operate in a more efficient and economical manner since each time a fund requires a shareholder vote, it is an expense to the fund and ultimately to you as a shareholder.

Under what circumstances would the Board of Trustees need to get shareholder approval?

The Board of Trustees would still need to get shareholder approval if the merger, consolidation or asset sale was not permitted by the 1940 Act and Massachusetts law. For example, Rule 17a-8 still requires shareholder approval of a merger of affiliated funds if they have materially different advisory contracts or fundamental policies. It also requires shareholder approval if, post-merger, the shareholder-elected disinterested trustees of the acquired fund would not comprise a majority of the disinterested trustees of the surviving fund.

2. To elect a Board of Trustees.

What role does the Board play?

The Trustees serve as the fund shareholders' representatives. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders, including approving policy changes. In addition, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to the fund.

What is the affiliation of the Board and Fidelity?

The Board consists of 14 individuals. The purpose of the Board is to ensure that the shareholders' best interests are protected in the operation of a mutual fund. There are four "interested" trustees and ten "non-interested" trustees. Trustees are determined to be "interested" by virtue of, among other things, their affiliation with the funds, trust, or various other entities under common control with Fidelity Management & Research Co. (FMR). Interested Trustees are compensated by FMR. Non-interested Trustees have no affiliation with FMR and are compensated by each individual fund.

Are Board members paid?

Each non-interested Trustee receives a fee for his or her service on the Board. Under a deferred compensation plan adopted in September 1995 and amended in November 1996 and January 2000 (the Plan), non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual fees. You can find the compensation table, which details these fees, in the proxy statement.

Where is the compensation deferred to?

Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of Fidelity funds including funds in each major investment discipline and representing a majority of Fidelity's assets under management (the Reference Funds). The amounts ultimately received by non-interested Trustees under the Plan will directly be linked to the performance of the Referenced Funds. This aligns the interest of the Trustees with the interests of the shareholders at-large.

Has the funds' Board of Trustees approved each proposal?

Yes. The Board of Trustees has unanimously approved all of the proposals and recommends that you vote to approve them.

How many votes am I entitled to cast?

As a shareholder, you are entitled to one vote for each dollar of net asset value you own of each of the funds on the record date. The record date is December 20, 2004.

How do I vote my shares?

You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions. In addition, you may also vote through the internet by visiting www.proxyweb.com and following the on-line instructions. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Fidelity at 1-800-544-3198.

How do I sign the proxy card?

Individual Accounts : Shareholders should sign exactly as their names appear on the account registration shown on the card.

Joint Accounts : Either owner may sign, but the name of the person signing should conform exactly to a name shown in the registration.

All Other Accounts : The person signing must indicate his or her capacity. For example, a trustee for a trust or other entity should sign, "Ann B. Collins, Trustee."

Form of Proxy Card: Fidelity Advisor Floating Rate High Income Fund, Fidelity Advisor Government Investment Fund, Fidelity Advisor High Income Fund, Fidelity Advisor High Income Advantage Fund, Fidelity Advisor Mid Cap II Fund, Fidelity Advisor Mortgage Securities Fund, Fidelity Advisor Municipal Income Fund, Fidelity Advisor Strategic Income Fund, and Fidelity Advisor Value Fund

Fidelity Investments ® (logo)

Vote this proxy card TODAY!

Your prompt response will save the expense

PO Box 145421

Cincinnati, Ohio 45250-5421

of additional mailings.

Vote by Touch-Tone Phone, by Mail, or via the Internet!!

CALL:

To vote by phone call toll-free 1-888-221-0697 and follow the recorded instructions.

LOG-ON:

Vote on the internet at www.proxyweb.com/proxy and follow the on-screen instructions.

[Control # Prints Here]

MAIL:

Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]
PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Eric D. Roiter and Marvin L. Mann, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity Advisor Series II as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on February 16, 2005 at 10:30 a.m. Eastern Time 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.

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PLEASE SIGN, DATE, AND RETURN

PROMPTLY IN ENCLOSED ENVELOPE IF

YOU ARE NOT VOTING BY PHONE OR

INTERNET.

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Date _____________________

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_____________________________________

_____________________________________

_____________________________________

Signature(s) (Title(s), if applicable) (Sign in the Box)

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 or partnership proxies should be signed by an authorized person indicating the person's title.

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FIDELITY ADVISOR SERIES II-SP

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:

(down arrow)

...........................................................................

(down arrow)

Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]

PLEASE DO NOT USE FINE POINT PENS.

FOR

AGAINST

ABSTAIN

1.

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.

(_)

(_)

(_)

2.

To elect the nominees specified below as Trustees:

(01) Laura B. Cronin

(02) Dennis J. Dirks

(03) Robert M. Gates

(04) George H. Heilmeier

(05) Abigail P. Johnson

(06) Edward C. Johnson

(07) Marie L. Knowles

(08) Ned C. Lautenbach

(09) Marvin L. Mann

(10) William O. McCoy

(11) Robert L. Reynolds

(12) Cornelia M. Small

(13) William S. Stavropoulos

(14) Kenneth L. Wolfe

FOR all nominees

listed (except as

marked to the

contrary at left)

(_)

WITHHOLD

authority to

vote for all

nominees

(_)

___________________________________________________________

(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.)

PLEASE SIGN ON THE REVERSE SIDE.

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ASII-PXC-1204 - SP

861, 872, 862, 871, 279, 265, 167, 667, 489, 697, 374, 378, 375, 376, 377, 258, 165, 665, 521, 644, 1359, 1362, 1360, 1361, 1363, 237, 239, 238, 5635, 240, 257, 169, 669, 490, 679, 260, 638, 639, 523, 648, 1316, 1319, 1317, 1318, 1320

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Form of Proxy Card: Fidelity Advisor Intermediate Bond Fund

Fidelity Investments ® (logo)

Vote this proxy card TODAY!

Your prompt response will save the expense

PO Box 145421

Cincinnati, Ohio 45250-5421

of additional mailings.

Vote by Touch-Tone Phone, by Mail, or via the Internet!!

CALL:

To vote by phone call toll-free 1-888-221-0697 and follow the recorded instructions.

LOG-ON:

Vote on the internet at www.proxyweb.com/proxy and follow the on-screen instructions.

[Control # Prints Here]

MAIL:

Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]
PROXY SOLICITED BY THE TRUSTEES

<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Deborah A. Pege and Marvin L. Mann, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity Advisor Series II as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on February 16, 2005 at 10:30 a.m. Eastern Time 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.
</R>

...........................................................................

...........................................................................

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...........................................................................

...........................................................................

PLEASE SIGN, DATE, AND RETURN

PROMPTLY IN ENCLOSED ENVELOPE IF

YOU ARE NOT VOTING BY PHONE OR

INTERNET.

...........................................................................

...........................................................................

Date _____________________

...........................................................................

...........................................................................

_____________________________________

_____________________________________

_____________________________________

Signature(s) (Title(s), if applicable) (Sign in the Box)

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 or partnership proxies should be signed by an authorized person indicating the person's title.

(down arrow)

...........................................................................

(down arrow)

...........................................................................

...........................................................................

FIDELITY ADVISOR SERIES II-SP

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:

(down arrow)

...........................................................................

(down arrow)

Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]

PLEASE DO NOT USE FINE POINT PENS.

FOR

AGAINST

ABSTAIN

1.

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.

(_)

(_)

(_)

2.

To elect the nominees specified below as Trustees:

(01) Laura B. Cronin

(02) Dennis J. Dirks

(03) Robert M. Gates

(04) George H. Heilmeier

(05) Abigail P. Johnson

(06) Edward C. Johnson

(07) Marie L. Knowles

(08) Ned C. Lautenbach

(09) Marvin L. Mann

(10) William O. McCoy

(11) Robert L. Reynolds

(12) Cornelia M. Small

(13) William S. Stavropoulos

(14) Kenneth L. Wolfe

FOR all nominees

listed (except as

marked to the

contrary at left)

(_)

WITHHOLD

authority to

vote for all

nominees

(_)

3.

To modify the fundamental investment objective of Fidelity Advisor Intermediate Bond Fund.

(_)

(_)

(_)

___________________________________________________________

(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.)

PLEASE SIGN ON THE REVERSE SIDE.

(down arrow)

ASII-PXC-1204 - SP

261, 287, 687, 524, 87

(down arrow)

Form of Proxy Card: Fidelity Advisor Short Fixed-Income Fund

Fidelity Investments ® (logo)

Vote this proxy card TODAY!

Your prompt response will save the expense

PO Box 145421

Cincinnati, Ohio 45250-5421

of additional mailings.

Vote by Touch-Tone Phone, by Mail, or via the Internet!!

CALL:

To vote by phone call toll-free 1-888-221-0697 and follow the recorded instructions.

LOG-ON:

Vote on the internet at www.proxyweb.com/proxy and follow the on-screen instructions.

[Control # Prints Here]

MAIL:

Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]
PROXY SOLICITED BY THE TRUSTEES

<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Deborah A. Pege and Marvin L. Mann, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity Advisor Series II as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on February 16, 2005 at 10:30 a.m. Eastern Time 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.
</R>

...........................................................................

...........................................................................

(down arrow)

...........................................................................

...........................................................................

PLEASE SIGN, DATE, AND RETURN

PROMPTLY IN ENCLOSED ENVELOPE IF

YOU ARE NOT VOTING BY PHONE OR

INTERNET.

...........................................................................

...........................................................................

Date _____________________

...........................................................................

...........................................................................

_____________________________________

_____________________________________

_____________________________________

Signature(s) (Title(s), if applicable) (Sign in the Box)

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 or partnership proxies should be signed by an authorized person indicating the person's title.

(down arrow)

...........................................................................

(down arrow)

...........................................................................

...........................................................................

FIDELITY ADVISOR SERIES II-SP

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:

(down arrow)

...........................................................................

(down arrow)

Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]

PLEASE DO NOT USE FINE POINT PENS.

FOR

AGAINST

ABSTAIN

1.

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.

(_)

(_)

(_)

2.

To elect the nominees specified below as Trustees:

(01) Laura B. Cronin

(02) Dennis J. Dirks

(03) Robert M. Gates

(04) George H. Heilmeier

(05) Abigail P. Johnson

(06) Edward C. Johnson

(07) Marie L. Knowles

(08) Ned C. Lautenbach

(09) Marvin L. Mann

(10) William O. McCoy

(11) Robert L. Reynolds

(12) Cornelia M. Small

(13) William S. Stavropoulos

(14) Kenneth L. Wolfe

FOR all nominees

listed (except as

marked to the

contrary at left)

(_)

WITHHOLD

authority to

vote for all

nominees

(_)

3.

To modify the fundamental investment objective of Fidelity Advisor Short Fixed-Income Fund.

(_)

(_)

(_)

___________________________________________________________

(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.)

PLEASE SIGN ON THE REVERSE SIDE.

(down arrow)

ASII-PXC-1204 - SP

263, 173, 1151, 526, 643

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FORM OF

SCRIPT FOR REGISTERED SHAREHOLDER TOUCH-TONE TELEPHONE VOTING

FIDELITY INVESTMENTS

When connected to the toll-free number, shareholder will hear:

Speech 1

Welcome. Please enter the control number labeled as such or located in the box, indicated by an arrow on the upper portion of your card.

When shareholder enters the control number, he/she will hear:

Speech 2

To vote as the [Fund Name] Board of Trustees recommends on all proposals, press 1 now. To vote on each proposal separately, press 0 now.

If shareholder has pressed 1, he/she will hear:

Closing A

You voted as the Board of Trustees recommended for every proposal affecting your fund. If correct, press 1. If incorrect, press 0.

If the shareholder elects to vote each proposal separately, he/she will hear:

BROKERAGE PARTNERS