<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Advisor Series VIII
(Name of Registrant)
File No. 2-86711
</PAGE>
<PAGE>
FILE NO. 2-86711
Fidelity Advisor Series VIII
: Fidelity Advisor Strategic Opportunities Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
10,405,500 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
10,405,500 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
10,405,500
$
214,223,260
Redemptions:
(3,649,399)
$
(74,057,756)
Net Sales Pursuant to Rule 24f-2:
6,756,101
$
140,165,504
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $48,333.27
Fidelity Advisor Series VIII
:
Fidelity Advisor Strategic Opportunities Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
November 17, 1994
Mr. John H. Costello, Assistant Treasurer
Fidelity Advisor Strategic Opportunities Fund
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Advisor Strategic Opportunities Fund, formerly Fidelity
Special Situations Fund, (the Fund) is a Fund of Fidelity Advisor
Series VIII, a Massachusetts business trust created under a written
Declaration of Trust (the Trust) dated September 22, 1983,
executed September 23, 1983 and delivered in Boston,
Massachusetts. The Trust was amended and restated on October 1,
1986, and amended on July 15, 1993, and executed on November
3, 1986 and July 27, 1993, respectively, and delivered in Boston,
Massachusetts. Supplements to the Declaration of Trust dated
November 16, 1984 and November 26, 1990 were filed with the
office of the Secretary of the Commonwealth of Massachusetts on
November 20, 1984 and November 30, 1990, respectively. The
Fund is comprised of three classes of shares, Initial, Class A and
Class B.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Trust, there may be one more
classes of shares of beneficial interest in the Fund. The beneficial
interest of each class in the Fund is divided into an unlimited
number of transferable Shares (the Shares), without par value, each
of which shall represent an equal proportionate interest in the Fund
with each other Share outstanding, none having priority or
preference over another. Said Section provides that the Trustees
may from time to time divide or combine the shares of any class of
beneficial interest into a greater or lesser number without hereby
changing the proportionate beneficial interests in the class. Under
Article III, Section 4, the Trustees are empowered to accept
investments in the Fund in cash or securities from such persons and
on such terms as they may from time to time authorize.
Investments in the Fund, subsequent to the initial contribution of
capital, shall be credited to the shareholder's account in the form of
full and fractional Shares of the Fund at the net asset value per
share next determined after the investment is received; provided,
however, that the Trustees may, in their sole discretion, impose a
sales charge upon investments in the Fund. By a vote of the Fund's
Board of Trustees on April 25, 1986, a separate class of the Fund
(Fidelity Advisor Strategic Opportunities Fund) was created and
shares of such class authorized for sale through broker-dealers.
Fidelity Advisor Strategic Opportunities Fund commenced
operations on August 20, 1986. On September 10, 1986, the Fund
received an Exemptive Order (Investment Company Act of 1940,
Release No. IC-15301) allowing certain fees to be charged to each
class individually.
By a vote adopted on September 13, 1984, and amended on
February 22, 1985, the Board of Trustees authorized the issue and
sale, from time to time, of an unlimited number of shares of
beneficial interest of the Fund in accordance with the terms
included in the then current Registration Statement and subject to
the limitations of the Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Fund has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Fund intends to file with the Securities
and Exchange Commission a notice making definite the registration
of 10,405,500 Shares of the Fund sold in reliance upon Rule 24f-2
during the fiscal year ended September 30, 1994.
I am of the opinion that all necessary Fund action precedent to the
issue of the Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and nonassessable
except as described in the Statement of Additional Information
under the heading "Description of the Trust." In rendering this
opinion, I rely on the representation by the Fund that it or its agent
received consideration for the Shares in accordance with the Fund's
Declaration of Trust, and I express no opinion as to compliance
with the Securities Act of 1933, the Investment Company Act of
1940 or applicable state "Blue Sky" or securities laws in connection
with sales of Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
Commission.
Sincerely,
/s/Arthur S. Loring, Esq.
Arthur S. Loring, Esq.
Vice President - Legal
Mr. John H. Costello
November 17, 1994
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