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fidelity advisor short intermediate municipal income fund

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

[ ]

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ ]

Definitive Proxy Statement

[ ]

Definitive Additional Materials

[ ]

Soliciting Material under Rule 14a-12

Fidelity Advisor Series II

(Name of Registrant as Specified In Its Charter)

Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]

No fee required.

[ ]

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

(4)

Proposed maximum aggregate value of transaction:

(5)

Total Fee Paid:

[ ]

Fee paid previously with preliminary materials.

[ ]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

FIDELITY® ADVISOR FLOATING RATE HIGH INCOME FUND FIDELITY ADVISOR GOVERNMENT INVESTMENT FUND FIDELITY ADVISOR HIGH INCOME FUND FIDELITY ADVISOR HIGH YIELD FUND FIDELITY ADVISOR INTERMEDIATE BOND FUND FIDELITY ADVISOR MORTGAGE SECURITIES FUND FIDELITY ADVISOR MUNICIPAL INCOME FUND FIDELITY ADVISOR SHORT FIXED-INCOME FUND FIDELITY ADVISOR STRATEGIC INCOME FUND

FUNDS OF FIDELITY ADVISOR SERIES II 82 Devonshire Street, Boston, Massachusetts 02109

1-800-522-7297

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of the above funds:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of Fidelity® Advisor Floating Rate High Income Fund, Fidelity Advisor Government Investment Fund, Fidelity Advisor High Income Fund, Fidelity Advisor High Yield Fund, Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor Mortgage Securities Fund, Fidelity Advisor Municipal Income Fund, Fidelity Advisor Short Fixed-Income Fund, and Fidelity Advisor Strategic Income Fund (the funds), will be held at an office of Fidelity Advisor Series II (the trust), 27 State Street, 10th Floor, Boston, Massachusetts 02109 on November 14, 2001, at 10:00 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 continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.

2. To authorize the Trustees to adopt an amended and restated Declaration of Trust.

3. To elect a Board of Trustees.

4. To approve an amended management contract for Fidelity Advisor Strategic Income Fund.

5. To approve an amended sub-advisory agreement with Fidelity Management & Research (U.K.) Inc. (FMR U.K.) for Fidelity Advisor High Yield Fund, Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor Mortgage Securities Fund, Fidelity Advisor Short Fixed-Income Fund, and Fidelity Advisor Strategic Income Fund.

6. To approve an amended sub-advisory agreement with Fidelity Management & Research (Far East) Inc. (FMR Far East) for Fidelity Advisor High Yield Fund, Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor Mortgage Securities Fund, Fidelity Advisor Short Fixed-Income Fund, and Fidelity Advisor Strategic Income Fund.

7. To approve an amended sub-advisory agreement with Fidelity International Investment Advisors (FIIA) for Fidelity Advisor Strategic Income Fund.

8. To approve an amended sub-advisory agreement between Fidelity International Investment Advisors (FIIA) and Fidelity International Investment Advisors (U.K.) Limited (FIIA (U.K.)L) for Fidelity Advisor Strategic Income Fund.

9. To approve an amended sub-advisory agreement between Fidelity International Investment Advisors (FIIA) and Fidelity Investments Japan Limited (FIJ) for Fidelity Advisor Strategic Income Fund.

10. To eliminate a fundamental investment policy of Fidelity Advisor Government Investment Fund.

11. To eliminate a fundamental investment policy of Fidelity Advisor High Yield Fund.

12. To eliminate fundamental investment policies of Fidelity Advisor Intermediate Bond Fund.

13. To eliminate a fundamental investment policy of Fidelity Advisor Mortgage Securities Fund.

14. To modify the fundamental investment objective and eliminate a fundamental investment policy of Fidelity Advisor Municipal Income Fund.

15. To eliminate a fundamental investment policy of Fidelity Advisor Short Fixed-Income Fund.

16. To eliminate a fundamental investment policy of Fidelity Advisor Strategic Income Fund.

17. To amend Fidelity Advisor Mortgage Securities Fund's fundamental investment limitation concerning the concentration of its investments in a single industry.

18. To amend each fund's (except for Fidelity Advisor Floating Rate High Income Fund's) fundamental investment limitation concerning underwriting.

19. To amend each fund's (except for Fidelity Advisor Floating Rate High Income Fund's) fundamental investment limitation concerning lending.

The Board of Trustees has fixed the close of business on September 17, 2001 as the record date for the determination of the shareholders of each of the funds and classes, if applicable, entitled to notice of, and to vote at, such Meeting and any adjournments thereof.

By order of the Board of Trustees,
ERIC D. ROITER Secretary

September 17, 2001

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 vote using the touch-tone voting instructions found below or 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 responding promptly, no matter how large or small your holdings may be.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card properly.

1. Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card.

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

3. All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example:

REGISTRATION

VALID SIGNATURE

A. 1)

ABC Corp.

John Smith, Treasurer

2)

ABC Corp.

John Smith, Treasurer

c/o John Smith, Treasurer

B. 1)

ABC Corp. Profit Sharing Plan

Ann B. Collins, Trustee

2)

ABC Trust

Ann B. Collins, Trustee

3)

Ann B. Collins, Trustee
u/t/d 12/28/78

Ann B. Collins, Trustee

C. 1)

Anthony B. Craft, Cust.

Anthony B. Craft

f/b/o Anthony B. Craft, Jr.

UGMA

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE

1. Read the proxy statement, and have your proxy card handy.

2. Call the toll-free number indicated in the upper left corner of your proxy card.

3. Enter the control number found immediately below the toll-free number.

4. Follow the simple recorded instructions to cast your vote.

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY ADVISOR SERIES II:

FIDELITY® ADVISOR FLOATING RATE HIGH INCOME FUND FIDELITY ADVISOR GOVERNMENT INVESTMENT FUND FIDELITY ADVISOR HIGH INCOME FUND FIDELITY ADVISOR HIGH YIELD FUND FIDELITY ADVISOR INTERMEDIATE BOND FUND FIDELITY ADVISOR MORTGAGE SECURITIES FUND FIDELITY ADVISOR MUNICIPAL INCOME FUND FIDELITY ADVISOR SHORT FIXED-INCOME FUND

FIDELITY ADVISOR STRATEGIC INCOME FUND

TO BE HELD ON NOVEMBER 14, 2001

This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of Fidelity Advisor Series II (the trust) to be used at the Special Meeting of Shareholders of Fidelity® Advisor Floating Rate High Income Fund, Fidelity Advisor Government Investment Fund, Fidelity Advisor High Income Fund, Fidelity Advisor High Yield Fund, Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor Mortgage Securities Fund, Fidelity Advisor Municipal Income Fund, Fidelity Advisor Short Fixed-Income Fund, and Fidelity Advisor Strategic Income Fund (the funds) and at any adjournments thereof (the Meeting), to be held on November 14, 2001 at 10:00 a.m. at 27 State Street, 10th Floor, Boston, Massachusetts 02109, an office of the trust and Fidelity Management & Research Company (FMR), the funds' investment adviser.

The purpose of the Meeting is set forth in the accompanying Notice. The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy card on or about September 17, 2001. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or by personal interview by representatives of the trust. In addition, D.F. King & Co., Inc. may be paid on a per-call basis to solicit shareholders on behalf of [the funds/[NAME(S) OF FUND(S)]] at an anticipated cost of approximately [$______(name of fund), $______ (name of fund), and $____ (name of fund)/ $________, $_______, and $________, respectively]. The funds may also arrange to have votes recorded by telephone. D.F. King & Co., Inc. may be paid on a per-call basis for vote-by-phone solicitations on behalf of the funds at an anticipated cost of approximately $___ [(name of fund), $___ (name of fund) and $___ (name of fund)]. If the funds record votes by telephone, they will use procedures designed to authenticate shareholders' identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked. The expenses in connection with preparing this Proxy Statement and its enclosures and of all solicitations, including telephone voting, will be paid by the funds, provided the expenses do not exceed Advisor Floating Rate High Income's, Advisor Government Investment's, Advisor High Income's, Advisor Intermediate Bond's, Advisor Mortgage Securities', Advisor Municipal Income's, Advisor Short Fixed-Income's, and Advisor Strategic Income's existing voluntary expense caps listed on page 65 (including 12b-1 fees). Expenses exceeding each class's voluntary expense cap will be paid by FMR. The funds will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares.

The principal business address of FMR, each fund's investment adviser and administrator, Fidelity Distributors Corporation (FDC), each fund's principal underwriter and distribution agent, and FMR Co., Inc. (FMRC), sub-adviser to Advisor Floating Rate High Income, Advisor High Income, Advisor High Yield, and Advisor Strategic Income, is 82 Devonshire Street, Boston, Massachusetts 02109. The principal business address of Fidelity Investments Money Management, Inc. (FIMM), sub-adviser to Advisor Government Investment, Advisor Intermediate Bond, Advisor Mortgage Securities, Advisor Municipal Income, Advisor Short Fixed-Income, and Advisor Strategic Income, is 1 Spartan Way, Merrimack, New Hampshire 03054. Fidelity Management & Research (U.K.) Inc. (FMR U.K.), located at 25 Lovat Lane, London, EC3R 8LL, England; Fidelity Management & Research (Far East) Inc. (FMR Far East), located at Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan; and Fidelity Investments Japan Limited (FIJ), located at 1-8-8 Shinkawa, Chuo-ku, Tokyo 104-0033, Japan are also sub-advisers to Advisor Floating Rate High Income, Advisor High Income, Advisor High Yield, Advisor Intermediate Bond, Advisor Mortgage Securities, Advisor Short Fixed-Income, and Advisor Strategic Income. Fidelity International Investment Advisors (FIIA) located at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda and Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L) located at 26 Lovat Lane, London, EC3R 8LL, England are also sub-advisers to Advisor Strategic Income.

If the enclosed proxy card is executed and returned, it may nevertheless be revoked at any time prior to its use by written notification received by the trust, by the execution of a later-dated proxy card, by the trust's receipt of a subsequent valid telephonic vote or by attending the Meeting and voting in person.

All proxy cards solicited by the Board of Trustees that are properly executed and received by the Secretary prior to the Meeting, and are not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on a proxy card, it will be voted FOR the matters specified on the proxy card. Only proxies that are voted will be counted towards establishing a quorum. Broker non-votes are not considered voted for this purpose. Shareholders should note that while votes to ABSTAIN will count toward establishing a quorum, passage of any proposal being considered at the Meeting will occur only if a sufficient number of votes are cast FOR the proposal. Accordingly, votes to ABSTAIN and votes AGAINST will have the same effect in determining whether the proposal is approved. Broker non-votes will not be counted towards establishing a quorum nor will they affect the outcome of the proposals. With respect to fund shares held in Fidelity individual retirement accounts (including Traditional, Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA Custodian will vote those shares for which it has received instructions from shareholders only in accordance with such instructions. If Fidelity IRA shareholders do not vote their shares, the IRA Custodian will vote their shares for them, in the same proportion as other Fidelity IRA shareholders have voted, but only to the extent necessary to reach quorum at the meeting.

If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve one or more of the proposed items are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares present at the Meeting or represented by proxy. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed adjournment all shares that they are entitled to vote with respect to each item, unless directed to vote AGAINST the item, in which case such shares will be voted AGAINST the proposed adjournment with respect to that item. A shareholder vote may be taken on one or more of the items in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate.

The following table summarizes the proposals applicable to each fund:


Proposal #


Proposal Description

Applicable

Fund(s)


Page

1.

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.

All

6

2.

To authorize the Trustees to adopt an amended and restated Declaration of Trust.

All

7

3.

To elect as Trustees the 13 nominees presented in Proposal 3.

All

9

4.

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase and allow for future modifications of the contract without shareholder approval if permitted by the Investment Company Act of 1940 (1940 Act).

Advisor Strategic

Income

23

5.

To approve an amended sub-advisory agreement with FMR U.K. to allow for future modifications of the contract without shareholder approval if permitted by the 1940 Act.

Advisor High Yield, Advisor Intermediate Bond, Advisor Mortgage Securities, Advisor Short Fixed-Income, and Advisor Strategic Income

30

6.

To approve an amended sub-advisory agreement with FMR Far East to allow for future modifications of the contract without shareholder approval if permitted by the 1940 Act.

Advisor High Yield, Advisor Intermediate Bond, Advisor Mortgage Securities, Advisor Short Fixed-Income, and Advisor Strategic Income

32

7.

To approve an amended sub-advisory agreement with FIIA to allow for future modifications of the contract without shareholder approval if permitted by the 1940 Act.

Advisor Strategic

Income

35

8.

To approve an amended sub-advisory agreement between FIIA and FIIA(U.K.)L to allow for future modifications of the contract without shareholder approval if permitted by the 1940 Act.

Advisor Strategic

Income

37

9.

To approve an amended sub-advisory agreement between FIIA and FIJ to allow for future modifications of the contract without shareholder approval if permitted by the 1940 Act.

Advisor Strategic

Income

39

10.

To eliminate a fundamental investment policy of the fund regarding U.S. Government obligations.

Advisor Government Investment

41

11.

To eliminate a fundamental investment policy of the fund regarding high-yielding, fixed-income and zero coupon securities.

Advisor High Yield

42

12.

To eliminate fundamental investment policies of the fund regarding investment-grade fixed-income obligations and FMR's selection of securities for the fund based on its judgment as to economic and market conditions and the prospects for interest rate changes.

Advisor Intermediate Bond

43

13.

To eliminate a fundamental investment policy of the fund regarding mortgage-related securities.

Advisor Mortgage Securities

44

14.

To modify the fundamental investment objective to specify that the fund seeks to provide a high current yield exempt from federal income tax and eliminate a fundamental investment policy of the fund regarding municipal obligations whose interest is not included in gross income.

Advisor Municipal Income

45

15.

To eliminate a fundamental investment policy of the fund regarding investment-grade fixed-income securities.

Advisor Short Fixed-Income

47

16.

To eliminate a fundamental investment policy of the fund regarding debt securities.

Advisor Strategic

Income

48

17.

To amend the fund's fundamental investment limitation concerning the concentration of its investments in a single industry.

Advisor Mortgage Securities

49

18.

To amend the underwriting limitation to exclude "securities of other investment companies" from the limit.

All (except Advisor Floating Rate High Income)

50

19.

To amend the fundamental investment limitation concerning lending.

All (except Advisor Floating Rate High Income)

51

Shares of each class of the trust issued and outstanding as of July 31, 2001 are indicated in the following table:

[As of July 31, 2001, the nominees and officers of the trust owned, in the aggregate, less than 1% of the funds' outstanding shares.] [To the knowledge of the trust, substantial (5% or more) record or beneficial ownership of [each/the fund(s) [and class] on July 31, 2001, was as follows:]

[FMR has advised the trust that for Proposals [LIST ALL APPLICABLE PROPOSALS] contained in this Proxy Statement, it will vote its shares at the Meeting FOR each proposal. To the knowledge of the trust, no [other] shareholder owned of record or beneficially more than 5% of the outstanding shares of [each class of]the fund[s] on that date.]

Shareholders of record at the close of business on September 17, 2001 will be entitled to vote at the Meeting. Each such shareholder will be entitled to one vote for each dollar of net asset value held on that date.

For a free copy of each fund's annual report for the fiscal year ended October 31, 2000 (December 31, 2000 for Advisor Strategic Income) and the semiannual report for the fiscal period ended April 30, 2001 (June 30, 2000 for Advisor Strategic Income) call 1-800-522-7297 or write to Fidelity Distributors Corporation at 82 Devonshire Street, Boston, Massachusetts 02109.

VOTE REQUIRED: Approval of Proposals 1 and 2 requires the affirmative vote of a "majority of the outstanding voting securities" of the entire trust. A plurality of all votes cast at the Meeting is sufficient to approve Proposal 3. Approval of Proposals 4 through 18 requires the affirmative vote of a "majority of the outstanding voting securities" of the appropriate funds. Under the Investment Company Act of 1940 (the 1940 Act), the vote of a "majority of the outstanding voting securities" means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities. Broker non-votes are not considered "present" for this purpose.

1. TO CONTINUE THE EFFECTIVENESS OF ARTICLE VIII, SECTION 4 OF THE DECLARATION OF TRUST.

The Board of Trustees recommends that shareholders vote to continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.

On September 14, 2000, pursuant to authority granted to the Trustees under Article XII, Section 7 of the Declaration of Trust and applicable laws, the Trustees modified a provision in the Declaration of Trust to resolve any legal uncertainty regarding derivative actions brought on behalf of a fund. Notwithstanding their authority to amend the Declaration of Trust, the Trustees authorized the submission of this amendment to shareholders to vote on the continued effectiveness of the provision. The amended provision currently in effect is set forth below.

Section 4. A Shareholder may bring derivative action on behalf of the Trust only if the Shareholder or Shareholders first make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such action is excused. A demand on the Trustees shall only be excused if a majority of the Board of Trustees, or a majority of any committee established to consider such action, has a personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment advisor or underwriter.

The amendment provides that a Trustee shall not be deemed to have a personal interest or otherwise be disqualified from considering a pre-suit demand by a shareholder to bring a derivative action on behalf of a fund due to his or her service on boards of trustees of other funds with the same or affiliated investment advisor or underwriter. There is some legal uncertainty regarding whether a Trustee serving on multiple boards of trustees is independent of the investment advisor and, therefore, permitted to consider a pre-suit demand by a shareholder seeking to assert a claim against a fund's investment advisor. The Trustees seek to ensure that they retain the ability to manage the affairs of the funds, including control of derivative actions that are brought on behalf of a fund. This provision in the amendment will resolve any legal uncertainty by expressly stating that a Trustee shall not be deemed to have a personal interest or otherwise be disqualified from considering a pre-suit demand due to his or her service on multiple fund boards of trustees.

Continuing the effectiveness of the amendment will not alter in any way the Trustees' existing fiduciary obligations to act with due care and in shareholders' interests.

If shareholders do not vote to continue the provision's effectiveness, the Trustees will execute an amended and restated Declaration of Trust which eliminates Article VIII, Section 4.

Conclusion. The Board of Trustees has concluded that continuing the effectiveness of the amendment to Article VIII, Section 4 of the Declaration of Trust is in the best interests of the trust's shareholders. Accordingly, the Trustees unanimously recommend that shareholders vote FOR the proposal. If the proposal is approved, Article VIII, Section 4 will remain in the Declaration of Trust as presented above. If the proposal is not approved, the Trustees will execute an amended and restated Declaration of Trust which eliminates Article VIII, Section 4.

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

The Board of Trustees has approved, and recommends that the shareholders of the trust authorize them to adopt and execute, an amended and restated Declaration of Trust in the form attached to this Proxy Statement as Exhibit 1 (New Declaration of Trust). The New Declaration of Trust has been marked to show changes from the trust's existing Declaration of Trust (Current Declaration of Trust). The New Declaration of Trust is a standard form that will be used for all new Fidelity funds organized as Massachusetts business trusts going forward.

The New Declaration of Trust gives the Trustees more flexibility and, subject to applicable requirements of the 1940 Act and Massachusetts law, broader authority to act. This increased flexibility may allow the Trustees to react more quickly to changes in competitive and regulatory conditions and, as a consequence, may allow the funds to operate in a more efficient and economical manner. Adoption of the New Declaration of Trust will not alter in any way the Trustees' existing fiduciary obligations to act with due care and in the shareholders' interests. Before utilizing any new flexibility that the New Declaration of Trust may afford, the Trustees must first consider the shareholders' interests and then act in accordance with such interests.

Under the Current Declaration of Trust, shareholders generally have the right to vote on any amendment affecting their right to vote, any amendment affecting the amendment provisions of the Declaration of Trust, any amendment that would alter the maximum number of Trustees, any amendment required by law or the trust's registration statement, and any matter submitted to the shareholders by the Trustees. On November 18, 1999, the Trustees approved the form of the New Declaration of Trust. On June 14, 2001, the Board authorized the submission of the

New Declaration of Trust to the trust's shareholders for their authorization at this Meeting.

The New Declaration of Trust amends the Current Declaration of Trust in three significant ways.

Number of Trustees. The New Declaration of Trust modifies the Current Declaration of Trust to allow the Trustees to increase the maximum number of Trustees from twelve (12) to fourteen (14). This increase is intended to enhance the flexibility of the Board to organize itself and its committees in overseeing management of the Fidelity funds and to expand the level of the Board's expertise. Under the Current Declaration of Trust and the New Declaration of Trust the maximum number of Trustees cannot be changed without shareholder approval.

Mergers, Consolidations, Incorporations, Reorganizations. The New Declaration of Trust explicitly allows the Trustees to authorize the merger, consolidation, incorporation or reorganization of a class or a portion of the trust or a series or class thereof in addition to the merger, consolidation, incorporation or reorganization of the whole trust or a series thereof. Providing the Trustees with additional flexibility with respect to classes and a portion of the trust or its series or classes will allow the Trustees to respond more quickly to changes without the cost of an additional shareholder meeting. The Trustees already have this authority with respect to the trust and its series.

The New Declaration of Trust does not give the Trustees the authority to merge a fund or class with another operating mutual fund or sell all or a portion of a class or fund's assets to another operating mutual fund without first seeking shareholder approval. Under the New Declaration of Trust, shareholder approval is still required for these transactions.

In addition, the New Declaration of Trust explicitly allows the Trustees to effect mergers, consolidations, incorporations, reorganizations and similar transactions through any method approved by the Trustees, including share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, and exchange offers.

Initial Approval of Management Contracts. The New Declaration of Trust modifies the Current Declaration of Trust to allow the Trustees, on behalf of a new fund, to enter into a management contract with FMR subject to the provisions of Section 15 of the 1940 Act, as modified or interpreted by the Securities and Exchange Commission (SEC). The Current Declaration of Trust explicitly requires the vote of a majority of the outstanding voting securities of a fund to initially approve such a contract. The SEC permits the sole initial shareholder, usually FMR or an affiliate, to approve the initial management contract rather than the fund's public shareholders. The New Declaration of Trust would clarify that approval by the sole initial shareholder is sufficient if permitted by the SEC.

Conclusion. The Board of Trustees has concluded that the proposed adoption of the New Declaration of Trust is in the best interests of the trust's shareholders. Accordingly, the Trustees unanimously recommend that the shareholders vote FOR the proposal to authorize them to adopt and execute the New Declaration of Trust. If the proposal is not approved, the Current Declaration of Trust will remain unchanged and in effect. Please note that, notwithstanding approval of Proposal 2, if Proposal 1 is not approved, the Trustees will execute an amended and restated Declaration of Trust that eliminates Section 4 of Article VIII.

3. TO ELECT A BOARD OF TRUSTEES.

The purpose of this proposal is to elect a Board of Trustees of the trust. The Trustees have determined that the Board of Trustees should be expanded from a maximum of twelve to a maximum of fourteen members and have fixed the number of Trustees at thirteen. Pursuant to the provisions of the Declaration of Trust of Fidelity Advisor Series II, the increase in the size of the Board of Trustees is subject to shareholder approval (see Proposal 2). If shareholders approve expansion of the Board of Trustees, it is intended that the enclosed proxy card will be voted for the election as Trustees of the thirteen nominees listed below unless such authority has been withheld in the proxy card. Otherwise, the number of Trustees will continue to be fixed at twelve and the enclosed proxy card will be voted for all nominees listed below except for William S. Stavropoulos, unless such authority has been withheld in the proxy card.

Except for Mr. Stavropoulos, all nominees named below are currently Trustees of Fidelity Advisor Series II and have served in that capacity continuously since originally elected or appointed. J. Michael Cook, Abigail P. Johnson, Marie L. Knowles, and Ned C. Lautenbach were selected by the trust's Nominating and Administration Committee (see page 20) and were appointed to the Board on January 1, 2001, June 15, 2001, January 1, 2001, and January 1, 2000, respectively. Mr. Stavropoulos is currently a Member of the Advisory Board of the trust. Mr. Stavropoulos was selected by the trust's Nominating and Administration Committee and was appointed as a Member of the Advisory Board on November 1, 2000. Except for Edward C. Johnson 3d and Ms. Johnson, none of the nominees are related to one another. Ms. Johnson is Mr. Johnson's daughter.

Those nominees indicated by an asterisk (*) are "interested persons" of the trust by virtue of, among other things, their affiliation with either the trust, the funds' investment adviser (FMR, or the Adviser), or the funds' distribution agent, FDC. The business address of each nominee who is an "interested person" is 82 Devonshire Street, Boston, Massachusetts 02109, and the business address of all other nominees is Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.

Except for Mr. Cook, Robert M. Gates, Ms. Johnson, Ms. Knowles, Mr. Lautenbach, William O. McCoy, and Mr. Stavropoulos, each of the nominees is currently a Trustee of 56 registered investment companies advised by FMR. Messrs. Gates and McCoy are currently Trustees of [55] registered investment companies advised by FMR. Messrs. Cook and Lautenbach and Mses. Johnson and Knowles are currently Trustees of 54 registered investment companies advised by FMR. Mr. Stavropoulos is currently a Trustee of 17 registered investment companies advised by FMR.

If shareholders approve an increase in the size of the Board of Trustees, in the election of Trustees, those thirteen nominees receiving the highest number of votes cast at the Meeting, provided a quorum is present, shall be elected. If shareholders do not approve an increase in the size of the Board of Trustees, in the election of Trustees, those twelve nominees (not including Mr. Stavropoulos) receiving the highest number of votes cast at the Meeting, provided a quorum is present, shall be elected.

Nominee
(Age)

Principal Occupation **

Year of
Election or Appointment

J. Michael Cook
(59)

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP, Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of International Flavors & Fragrances, Inc. (2000), Rockwell International (electronic controls and communications products, 2000), The Dow Chemical Company (2000), and HCA - The Healthcare Company (1999). He is a Member of the Advisory Board of the Securities Regulation Institute, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), a Director of the STAR Foundation (Society to Advance the Retarded and Handicapped), and is Chairman of the Accountability Advisory Panel to the Comptroller General of the United States. He also serves as a member of the Board of Overseers of the Columbia Business School and a Member of the Advisory Board of the Graduate School of Business of the University of Florida.

2001

Ralph F. Cox
(69)

President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of Waste Management Inc. (non-hazardous waste), CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

1991

Phyllis Burke Davis
(69)

Retired from Avon Products, Inc. where she held various positions including Senior Vice President of Corporate Affairs and Group Vice President of U.S. product marketing, sales, distribution, and manufacturing. Previously, she served as a Director of BellSouth Corporation (telecommunications), Eaton Corporation (industrial conglomerate), the TJX Companies, Inc. (retail stores), Hallmark Cards, Inc., Nabisco Brands, Inc., and Standard Brands, Inc. In addition, she is a member of the Board of Directors of the Southampton Hospital in Southampton, N.Y. (1998).

1992

Robert M. Gates
(58)

A consultant, educator, and lecturer. Mr. Gates was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Mr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Mr. Gates is a Director of Advanced Biometrics, Inc. (biometric identification technology, 2001), Charles Stark Draper Laboratory (non-profit), NACCO Industries, Inc. (mining and manufacturing), and TRW Inc. (automotive, space, defense, and information technology). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Mr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines). He is currently serving as Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Mr. Gates also is a Trustee of the Forum for International Policy and of the Endowment Association of the College of William and Mary.

1997

*Abigail P. Johnson
(39)

Senior Vice President of Advisor Floating Rate High Income (2001), Advisor Government Investment (2001), Advisor High Income (2001), Advisor High Yield (2001), Advisor Intermediate Bond (2001), Advisor Mortgage Securities (2001), Advisor Municipal Income (2001), Advisor Short Fixed-Income (2001), and Advisor Strategic Income (2001). Ms. Johnson also serves as a Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Management & Research (Far East) Inc. (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds. Edward C. Johnson 3d, Trustee and President of the funds, is Ms. Johnson's father.

2001

*Edward C. Johnson 3d
(71)

President of Advisor Floating Rate High Income, Advisor Government Investment, Advisor High Income, Advisor High Yield, Advisor Intermediate Bond, Advisor Mortgage Securities, Advisor Municipal Income, Advisor Short Fixed-Income, and Advisor Strategic Income. Mr. Johnson also serves as President of other Fidelity funds. He is Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (U.K.) Inc. and of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director (1997) of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc. Abigail P. Johnson is Mr. Johnson's daughter.

1986

Donald J. Kirk
(68)

Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section, a Public Governor of the National Association of Securities Dealers, Inc. (1996), a Director and former Chairman of the Board of Directors of National Arts Stabilization Inc., a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, and a Director of the Yale-New Haven Health Services Corp. (1998). Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

1987

Marie L. Knowles
(55)

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and America West Holdings Corporation (aviation and travel services, 1999) and previously served as a Director of ARCO Chemical Corporation and Vastar Resources, Inc. Ms. Knowles serves as a member of the National Board of the Smithsonian Institution, she is a Trustee of the Brookings Institution and serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

2001

Ned C. Lautenbach
(57)

Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the IBM Corporation from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach has served as Chairman and Chief Executive Officer (1999) and as a Director (1998) of Acterna Corporation (telecommunications testing and management). He is also Co-Chairman and a Director of Complete Business Solutions, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (industrial conglomerate, 1997), Axcelis Technologies (semiconductors, 2000), and the Philharmonic Center for the Arts in Naples, Florida (1999). He also serves on the Board of Trustees of Fairfield University and is a member of the Council on Foreign Relations.

2000

*Peter S. Lynch
(58)

Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

1990

Marvin L. Mann
(68)

Chairman of the non-interested Trustees (2001), is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation ("IBM") and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Director of PolyOne Corporation (chemicals) and Imation Corp. (imaging and information storage, 1997). He is also a Board member of Acterna Corporation (telecommunications testing and management, 1999).

1993

William O. McCoy
(68)

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of TeraGlobal Communications Corporation (integrated voice, video and data networking, 1999), Liberty Corporation (holding company), Duke-Weeks Realty Corporation (real estate), Progress Energy, Inc. (electric utility, 1996), the Kenan Transport Company (trucking, 1996), and Acterna Corporation (telecommunications testing and management, 1999). He is also a partner of Franklin Street Partners (private investment management firm, 1997). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flager Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

1997

Nominee
(Age)

Principal Occupation **

Year of
Election or Appointment

William S. Stavropoulos
(62)

Member of the Advisory Board of Fidelity Advisor Series II (2000). Mr. Stavropoulos also serves as a Trustee (2001) or Member of the Advisory Board (2000) of other investment companies advised by FMR. He is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (telecommunications, 1997), and the Chemical Financial Corporation. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

-

** 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 July 31, 2001 the nominees, Trustees and officers of the trust and [each/the] fund[s] owned, in the aggregate, less than 1% of [each/the] fund['s/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 nine non-interested Trustees, met eleven times during the twelve months ended October 31, 2000 for Advisor Floating Rate High Income, Advisor Government Investment, Advisor High Income, Advisor High Yield, Advisor Intermediate Bond, Advisor Mortgage Securities, Advisor Municipal Income, and Advisor Short Fixed-Income and during the twelve months ended December 31, 2000 for Advisor Strategic Income. It is expected that the Trustees will meet at least ten times a year at regularly scheduled meetings.

The trust's Audit Committee is composed entirely of Trustees who are not interested persons of the trust, FMR or its affiliates and normally meets four times a year, or as required, in conjunction with meetings of the Board of Trustees. Currently, Messrs. Kirk (Chairman), Gates and Lautenbach, and Ms. Knowles are members of the committee. The committee oversees and monitors the trust's internal control structure, its auditing function and its financial reporting process, including the resolution of material reporting issues. The committee recommends to the Board of Trustees the appointment of auditors for the trust. It reviews audit plans, fees and other material arrangements in respect of the engagement of auditors, including non-audit services to be performed. It reviews the qualifications of key personnel involved in the foregoing activities. The committee plays an oversight role in respect of the trust's investment compliance procedures and the code of ethics. During the twelve months ended October 31, 2000 for Advisor Floating Rate High Income, Advisor Government Investment, Advisor High Income, Advisor High Yield, Advisor Intermediate Bond, Advisor Mortgage Securities, Advisor Municipal Income, and Advisor Short Fixed-Income, the committee held six meetings and during the twelve months ended December 31, 2000 for Advisor Strategic Income, the committee held five meetings. For additional information on each fund's auditor, refer to the section entitled "Independent Accountants" beginning on page 69.

The trust's Nominating and Administration Committee is currently composed of Messrs. Mann (Chairman), Cox, and Gates. The committee members confer periodically and hold meetings as required. The committee makes nominations for independent trustees, and for membership on committees. The committee periodically reviews procedures and policies of the Board of Trustees and committees. It acts as the administrative committee under the Retirement Plan for non-interested trustees who retired prior to December 30, 1996. It monitors the performance of legal counsel employed by the trust and the independent trustees. The committee in the first instance monitors compliance with, and acts as the administrator of the provisions of the code of ethics applicable to the independent trustees. During the twelve months ended October 31, 2000 for Advisor Floating Rate High Income, Advisor Government Investment, Advisor High Income, Advisor High Yield, Advisor Intermediate Bond, Advisor Mortgage Securities, Advisor Municipal Income, and Advisor Short Fixed-Income and during the twelve months ended December 31, 2000 for Advisor Strategic Income, the committee held six 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.

The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or her services for the fiscal year ended October 31, 2000, or calendar year ended December 31, 2000, as applicable, (for Advisor Floating Rate High Income, Advisor Government Investment, Advisor High Income, Advisor High Yield, Advisor Intermediate Bond, Advisor Mortgage Securities, Advisor Municipal Income, and Advisor Short Fixed-Income) and fiscal year ended December 31, 2000 (for Advisor Strategic Income).

Compensation Table

AGGREGATE COMPENSATION
FROM A FUND

Edward
C. Johnson 3d*

Abigail P.
Johnson
*, ********

J. Michael

Cook
****

Ralph
F.
Cox

Phyllis Burke Davis

Robert
M.
Gates

E.
Bradley Jones
***

Donald J.

Kirk

Marie
L.
Knowles

*****

Advisor Floating Rate High Income+

$ 0

$ 0

$ 70

$ 70

$ 70

$ 70

$ 17

$ 70

$ 70

Advisor Government Investment

$ 0

$ 0

$ 60

$ 94

$ 95

$ 94

$ 17

$ 94

$ 29

Advisor High Income

$ 0

$ 0

$ 8

$ 9

$ 9

$ 9

$ 0

$ 9

$ 4

Advisor High Yield B

$ 0

$ 0

$ 744

$ 1,135

$ 1,150

$ 1,135

$ 185

$ 1,136

$ 351

Advisor Intermediate Bond

$ 0

$ 0

$ 99

$ 151

$ 153

$ 151

$ 25

$ 152

$ 50

Advisor Mortgage Securities

$ 0

$ 0

$ 83

$ 126

$ 127

$ 126

$ 21

$ 126

$ 41

Advisor Municipal Income

$ 0

$ 0

$ 84

$ 122

$ 123

$ 122

$ 19

$ 122

$ 43

Advisor Short Fixed-Income

$ 0

$ 0

$ 56

$ 87

$ 89

$ 87

$ 15

$ 88

$ 28

Advisor Strategic Income

$ 0

$ 0

$ 76

$ 91

$ 92

$ 91

--

$ 91

$ 47

TOTAL COMPENSATION FROM THE FUND COMPLEXA

$ 0

$ 0

$ 213,500

$ 258,000

$259,500

$258,000

$ 0

$258,000

$130,500

Compensation Table (continued)

AGGREGATE COMPENSATION
FROM A FUND

Ned C. Lautenbach**

Peter
S.
Lynch
*

Marvin
L.
Mann

William
O.
McCoy

Gerald C. McDonough *******

Robert
C.
Pozen
*, *********

William S. Stavropoulos
******

Thomas R.

Williams

*******

Advisor Floating Rate High Income+

$ 70

$ 0

$ 70

$ 70

$ 85

$ 0

$ 0

$ 70

Advisor Government Investment

$ 94

$ 0

$ 95

$ 93

$ 117

$ 0

$ 0

$ 93

Advisor High Income

$ 9

$ 0

$ 9

$ 9

$ 11

$ 0

$ 0

$ 9

Advisor High YieldB

$ 1,128

$ 0

$ 1,143

$ 1,119

$ 1,409

$ 0

$ 0

$ 1,117

Advisor Intermediate Bond

$ 150

$ 0

$ 152

$ 149

$ 188

$ 0

$ 0

$ 149

Advisor Mortgage Securities

$ 125

$ 0

$ 127

$ 124

$ 156

$ 0

$ 0

$ 124

Advisor Municipal Income

$ 121

$ 0

$ 122

$ 120

$ 151

$ 0

$ 0

$ 119

Advisor Short Fixed-Income

$ 87

$ 0

$ 88

$ 86

$ 108

$ 0

$ 0

$ 86

Advisor Strategic Income

$ 91

$ 0

$ 92

$ 91

$ 113

$ 0

$ 15

$ 88

TOTAL COMPENSATION FROM THE FUND COMPLEXA

$256,500

$ 0

$ 259,500

$258,000

$319,500

$ 0

$ 40,000

$ 249,000

* Interested persons are compensated by FMR.

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

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

**** During the period from March 16, 2000 through December 31, 2000, Mr. Cook served as a Member of the Advisory Board. Effective January 1, 2001, Mr. Cook serves as a Member of the Board of Trustees.

***** During the period from June 15, 2000 through December 31, 2000, Ms. Knowles ser


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