Exhibit (n)(3)

**Form of**

**Multiple Class of Shares Plan**

**for**

**Fidelity Advisor Funds**

**Dated __________**

	 This Amended and Restated Multiple Class of Shares Plan (the "Plan"), when effectivein accordance with its provisions, shall be the written plan contemplated by Rule 18f-3 underthe Investment Company Act of 1940 (the "1940 Act") for the portfolios (each, a "Fund") ofthe respective Fidelity Trusts (each, a "Trust") as listed on Schedule I to this Plan. For purposesof the Plan, the term Fidelity Advisor Fund includes any Fidelity fund that offers Advisorclasses of shares.

1.  Classes Offered.  Each Fund may offer up to six classes of its shares: Class A, Class T, ClassB, Class C, Institutional Class, and Fidelity Floating Rate High Income Fund, FidelityInflation-Protected Bond Fund, Fidelity International Discovery Fund, Fidelity InternationalSmall Cap Fund, Fidelity International Small Cap Opportunities Fund, Fidelity InvestmentGrade Bond Fund, Fidelity Mortgage Securities Fund, Fidelity Small Cap Growth Fund,Fidelity Small Cap Value Fund, Fidelity Strategic Dividend & Income Fund, Fidelity TotalBond Fund, Fidelity Ultra-Short Bond Fund, Fidelity Value Strategies Fund, Spartan CaliforniaMunicipal Income Fund, Spartan New York Municipal Income Fund, or SpartanShort-Intermediate Municipal Income Fund, as applicable (each, a "Class"). For purposes ofthe Plan, Class A, Class T, Class B, Class C, and Institutional Class are deemed to include thecorresponding classes of Fidelity Inflation-Protected Bond Fund, Fidelity InternationalDiscovery Fund, Fidelity International Small Cap Fund, Fidelity International Small CapOpportunities Fund, Fidelity Investment Grade Bond Fund, Fidelity Small Cap Growth Fund,Fidelity Small Cap Value Fund, Fidelity Strategic Dividend & Income Fund, Fidelity TotalBond Fund, Fidelity Ultra-Short Bond Fund, Spartan California Municipal Income Fund,Spartan New York Municipal Income Fund, and Spartan Short-Intermediate Municipal IncomeFund.

2.  Distribution and Shareholder Service Fees.  Distribution fees and/or shareholder service feesshall be calculated and paid in accordance with the terms of the then-effective plan pursuant toRule 12b-l under the 1940 Act for the applicable class.  Distribution and shareholder servicefees currently authorized are as set forth in Schedule I to this Plan.

3.  Conversion Privilege.  After a maximum holding period of seven years from the initial dateof purchase, Class B shares convert automatically to Class A shares of the same Fund.Simultaneously, a portion of the Class B shares purchased through the reinvestment of Class Bdividends or capital gains distributions ("Dividend Shares") will also convert to Class A shares.The portion of Dividend Shares that will convert at that time is determined by the ratio ofconverting Class B non-Dividend Shares held by a shareholder to that shareholder's total ClassB non-Dividend Shares.  All conversions pursuant to this paragraph 3 shall be made on thebasis of the relative net asset values of the two classes, without the imposition of any sales load,fee, or other charge.

4.  Exchange Privileges.

Class A: Shares of Class A may be exchanged for shares of (i) any other FidelityAdvisor Fund: Class A; (ii) Treasury Fund - Daily Money Class; (iii) Prime Fund - DailyMoney Class; and (iv) Tax-Exempt Fund - Daily Money Class.

Class T: Shares of Class T may be exchanged for shares of (i) any other FidelityAdvisor Fund: Class T; (ii) Treasury Fund - Daily Money Class; (iii) Prime Fund - DailyMoney Class ; and (iv) Tax-Exempt Fund - Daily Money Class.

Class B: Shares of Class B may be exchanged for shares of (i) any other FidelityAdvisor Fund: Class B; and (ii) Treasury Fund - Advisor B Class.

Class C: Shares of Class C may be exchanged for shares of (i) any other FidelityAdvisor Fund: Class C; and (ii) Treasury Fund - Advisor C Class.

Institutional Class: Shares of Institutional Class may be exchanged for shares of (i) anyother Fidelity Advisor Fund: Institutional Class; and (ii) any Fidelity Retail Fund offering anexchange privilege to other Fidelity Retail Funds.

Fidelity Floating Rate High Income Fund, Fidelity Inflation-Protected Bond Fund,Fidelity International Discovery Fund, Fidelity International Small Cap Fund, FidelityInternational Small Cap Opportunities Fund, Fidelity Investment Grade Bond Fund, FidelitySmall Cap Growth Fund, Fidelity Small Cap Value Fund, Fidelity Strategic Dividend &Income Fund, Fidelity Total Bond Fund, Fidelity Ultra-Short Bond Fund, Fidelity ValueStrategies Fund, Spartan California Municipal Income Fund, Spartan New York MunicipalIncome Fund, and Spartan Short-Intermediate Municipal Income Fund: Fidelity Floating RateHigh Income Fund, Fidelity Inflation-Protected Bond Fund, Fidelity International DiscoveryFund, Fidelity International Small Cap Fund, Fidelity International Small Cap OpportunitiesFund, Fidelity Investment Grade Bond Fund, Fidelity Small Cap Growth Fund, Fidelity SmallCap Value Fund, Fidelity Strategic Dividend & Income Fund, Fidelity Total Bond Fund,Fidelity Ultra-Short Bond Fund, Fidelity Value Strategies Fund, Spartan California MunicipalIncome Fund, Spartan New York Municipal Income Fund, and Spartan Short-IntermediateMunicipal Income Fund may be exchanged for shares of any Fidelity Retail Fund offering anexchange privilege to other Fidelity Retail Funds.

Fidelity Mortgage Securities Fund: Shares of Fidelity Mortgage Securities Fund may beexchanged for shares of (i) Institutional Class of the same fund; and (ii) any Fidelity RetailFund offering an exchange privilege to other Fidelity Retail Funds.

5.  Allocations.  Income, gain, loss and expenses shall be allocated under this Plan as follows:

	A.  Class Expenses: The following expenses shall be allocated exclusively to theapplicable specific class of shares: (i) distribution and shareholder service fees; and (ii) transferagent fees.

	B.  Fund Income, Gain, Loss and Expenses: Income, gain, loss and expenses notallocated to specific classes as specified above shall be charged to the Fund and allocated dailyto each class of an equity fund in a manner consistent with Rule 18f-3(c)(1)(i) and of afixed-income and money market fund in a manner consistent with Rule 18f-3(c)(1)(iii).

6.  Voting Rights.  Each class of shares governed by this Plan (i) shall have exclusive votingrights on any matter submitted to shareholders that relates solely to its arrangement; and (ii)shall have separate voting rights on any matter submitted to shareholders in which the interestsof one class differ from the interests of any other class.

7.  Effective Date of Plan.  This Plan shall become effective upon approval by a vote of at leasta majority of the Trustees of the Trust, and a majority of the Trustees of the Trust who are not"interested persons" of the Trust, which vote shall have found that this Plan as proposed to beadopted, including expense allocations, is in the best interests of each class individually and ofthe Fund as a whole; or upon such other date as the Trustees shall determine.