FIDELITY ADVISOR SERIES 8, 485APOS, 1994-09-09

FIDELITY ADVISOR SERIES 8
485APOS, 1994-09-09

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-86711) UNDER THE
SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 30 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. [ ]
Fidelity Advisor Series VIII
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA 02109
(Address Of Principal Executive Office)
Registrant's Telephone Number: (617) 570-7000
Arthur S. Loring, Esq.
82 Devonshire Street,
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
( ) Immediately upon filing pursuant to paragraph (b) of Rule 485
( ) On ( ) pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
(x ) On or about (November 19,1994 ) pursuant to paragraph (a) of Rule 485
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and will file a notice required by such Rule
on or about November 30, 1994.
.

FIDELITY ADVISOR SERIES VIII
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND- INITIAL SHARES
CROSS-REFERENCE SHEET

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Form N-1A Item Number

Part A Prospectus Caption

1 Cover Page

2 Shareholder Expenses

3 a,b Financial Highlights

c Performance

4 a(i) The Fund and the Fidelity Organization

a(ii),b,c Investment Objective, Matching the Fund to Your Investment
Needs, Investment Limitations, Appendix

5 a The Fund and the Fidelity Organization

b,c,d,e Management and Service Fees, The Fund and the Fidelity
Organization

f Portfolio Transactions

5A *

6 a The Fund and the Fidelity Organization; How to Buy Additional
Shares; Shareholder Services; How to Redeem Shares;
Shareholder Services

b *

c Investment Objective; The Fund and the Fidelity Organization

d The Fund and the Fidelity Organization

e How to Buy Additional Shares; How to Redeem Shares;
Shareholder Services

f,g Shareholder Services; Distributions and Taxes

7 a Management and Service Fees

b Management and Service Fees; How to Buy Additional Shares

c Shareholder Services

d How to Buy Additional Shares

e,f Management and Service Fees

8 How to Redeem Shares

9 *

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- --------------------------------------
* Not Applicable
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND-INITIAL SHARES
TABLE OF
CONTENTS
Shareholder Expenses
Financial Highlights
Investment Objective
Investment Policies and
Risks
Matching the Fund to Your
Investment Needs
Investment Limitations
How to Buy Additional
Shares
Shareholder
Communications
How to Exchange
How to Sell Shares
Distribution Options
Distributions and Taxes
Fees
Valuation
Performance
Portfolio Transactions
The Fund and the Fidelity
Organization
Appendix
A FUND OF FIDELITY ADVISOR SERIES VIII
82 Devonshire St.
Boston, Massachusetts 02109
PROSPECTUS
November 19, 1994
Fidelity Advisor Strategic Opportunities Fund (the Fund) seeks capital
appreciation by investing primarily in securities of companies believed by
Fidelitly Management & Research Company (FMR) to involve a "special
situation." The Fund offers three classes of shares: Initial Shares, Class
A and Class B. Initial Shares are available only to current shareholders of
Initial Shares through this Prospectus. Class A and Class B shares are
offered to new investors through a separate Prospectus.

Please read this Prospectus before investing. It is designed to provide you
with information and help you decide if the Fund's goals match your own.
RETAIN THIS DOCUMENT FOR FUTURE REFERENCE.
To learn more about the Fund and its investments, you can obtain a copy
of the Fund's most recent financial report and portfolio listing or a copy
of the Fund's Statement of Additional Information (SAI) dated November 19,
1994. The SAI has been filed with the Securities and Exchange Commission
(SEC) and is incorporated herein by reference (legally forms a part of the
Prospectus). For a free copy of either document, contact Fidelity
Distributors Corporation (Distributors), 82 Devonshire Street, Boston, MA
02109, or your investment professional.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

Maximum Sales Charge (as a
percentage of the offering price) 4.75%
Maximum Sales Charge on Reinvested Distributions 0.00%
Exchange Fees 0.00%
SHAREHOLDER TRANSACTION EXPENSES represent charges paid when you purchase,
sell or exchange shares of the Fund. See "How to Buy Additional Shares" on
page 8.
ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fee .54%
Other Expenses . %
TOTAL OPERATING EXPENSES ___%

Annual Operating Expenses are based on the Fund's historical expenses.
Management fees are paid by the Fund to FMR for managing its investments
and business affairs and will vary based on performance.
The Fund incurs other expenses for maintaining shareholder records,
furnishing shareholder statements and reports, and custodial, legal and
accounting services, registering the Trust or Fund with federal and state
regulatory authorities and other miscellaneous services. Management fees
and other expenses already have been reflected in Initial Share's price and
are not charged directly to individual shareholder accounts. Please refer
to the section "Fees" on page 15.
EXPENSE TABLE EXAMPLES:
You would pay the following expenses, including the maximum 4.75% sales
charge on a $1,000 investment in Initial Shares, assuming (1) a 5% annual
return and (2) redemption at the end of each time period:

1 year 3 years 5 years
10 years

The hypothetical examples illustrate the expenses including the maximum
4.75% sales charge associated with a $1,000 investment in Initial
S hares over periods of 1 ,3, 5 and 10 years, based on the expenses
detailed in the table above, and an assumed annual return of 5%. THE
RETURN OF 5% AND EXPENSES SHOULD NOT BE CONSIDERED INDICATIONS OF ACTUAL
OR EXPECTED CLASS INITIAL SHARE PERFORMANCE OR EXPENSES, BOTH OF WHICH MAY
VARY.
FINANCIAL HIGHLIGHTS
The table that follows is included in Initial Share's Annual Report and has
been audited by ______, independent accountants. Their report on the
financial statements and financial highlights is included in the Annual
Report. The financial statements and financial highlights are incorporated
by reference into the Statement of Additional Information.
*numbers to be included in subsequent amendment
INVESTMENT OBJECTIVE
The Fund's investment objective is to seek capital appreciation by
investing primarily in securities of companies believed by FMR to involve a
"special situation.''As used in this Prospectus, the term "special
situation" refers to FMR's identification of an unusual, and possibly
non-repetitive development taking place in a company or group of companies
in an industry. The Fund may not always achieve its investment objective,
but FMR will follow the investment style described in the following
paragraphs.
INVESTMENT POLICIES AND RISKS
A special situation may involve one or more of the following
characteristics:
(medium solid bullet) a technological advance or discovery, the offering of
a new or unique product or service, or changes in consumer demand or
consumption forecasts.
(medium solid bullet) changes in the competitive outlook or growth
potential of an industry or a company within an industry, including changes
in the scope or nature of foreign competition or the development of an
emerging industry.
(medium solid bullet) new or changed management or material changes in
management policies or corporate structure.
(medium solid bullet) significant economic or political occurrences abroad,
including changes in foreign or domestic import and tax laws or other
regulations.
(medium solid bullet) other events, including natural disasters, favorable
litigation settlements, or a major change in demographic patterns.
In seeking capital appreciation, the Fund also may invest in securities of
companies not involving a special situation, but which are companies with
valuable fixed assets and whose securities are believed by FMR to be
undervalued in relation to the companies' assets, earnings, or growth
potential. As a non-fundamental policy, the Fund normally will invest at
least 65% of its total assets in companies involving a special situation.
FMR intends to invest primarily in common stocks and securities that are
convertible into common stocks; however, it also may invest in debt
securities of all types and quality if FMR believes that investing in these
securities will result in capital appreciation. As a non-fundamental
investment policy, the Fund may invest in lower rated, high-yielding debt
securities (sometimes referred to as "junk bonds''), although it intends to
limit its investments in these securities to 35% of its assets. The Fund
also may invest in unrated securities. Unrated securities are not
necessarily of lower quality than rated securities, but they may not be
attractive to as many buyers. The Fund may invest up to 30% of its assets
in foreign securities of all types and may enter into foreign currency
exchange contracts for the purpose of managing exchange rate risks. The
Fund may purchase or engage in indexed securities, illiquid instruments,
loans and other direct debt instruments, options and futures contracts,
repurchase agreements, and securities loans, restricted securities, swap
agreements, warrants, re al estate-related instrument s and zero
coupon bonds. These practices are described in the Appendix on page 20.
Further information about the Fund's investment policies can be found in
the SAI.
FMR normally invests the Fund's assets according to its investment
strategy. The Fund expects to be fully invested under most market
conditions. The Fund also reserves the right to invest without
limitation in preferred stocks and investment grade debt instruments for
temporary, defensive purposes when in FMR's judgment, a more conservative
approach to investment is desirable.
MATCHING THE FUND TO YOUR INVESTMENT NEEDS
By itself, the Fund does not constitute a balanced investment plan; the
Fund stresses capital appreciation and does not emphasize current income.
It is also important to point out that the Fund makes most sense for you if
you can afford to ride out changes in the stock market, as it invests
primarily in common stocks and securities convertible into common stock.
An investment in the Fund may be considered more speculative than an
investment in other funds which seek capital appreciation. There are
greater risks involved in investing in securities of smaller companies
rather than companies operating according to established patterns and
having longer operating histories. Additionally, larger well-established
companies experiencing a special situation may involve, to a certain
extent, breaks with past experience, which also may pose risks. The Fund's
portfolio securities may be ones in which other investors have not shown
significant interest or confidence and may be regarded as speculative.
INVESTMENT LIMITATIONS
The Fund has adopted the following investment limitations designed to help
reduce investment risk. The policies and limitations discussed below,and
in the Appendix beginning on page 20 are considered at the time of
purchase. With the exception of the Fund's borrowing policy, the sale of
portfolio securities is not required in the event of a subsequent change in
circumstances.
1. The Fund may not purchase a security if, as a result: (a) more than 5%
of its total assets would be invested in the securities of any issuer; or
(b) it would hold more than 10% of the outstanding voting securities of any
issuer.
2. The Fund may not purchase the securities of any issuer if, as a result,
more than 25% of the Fund's total assets would be invested in securities of
companies having their principal business activities in the same industry.
3. The Fund (a) may borrow money for temporary or emergency purposes in an
amount not exceeding 33 1/3% of the value of its total assets from a bank
or mutual fund advised by FMR or an affiliate; (b) may engage in reverse
repurchase agreements; and (c) may not purchase any security while
borrowings representing 5% or more of its total assets are outstanding.
4. The Fund (a) may lend securities to a broker-dealer or institution when
the loan is fully collateralized, and (b) lend money to other funds advised
by FMR or an affiliate. The Fund will limit all loans in the aggregate to
33 1/3% of its total assets.
Limitations 1 and 2 do not apply to U.S. government securities. The Fund's
investment objective, limitations 1 and 2 and the percentage limitations on
borrowings and loans in limitations 3 and 4 are fundamental policies and
may be changed only by vote of a majority of the Fund's outstanding shares.
Non-fundamental policies may be changed without shareholder approval.
The Fund has received permission from the SEC to lend money to and borrow
money from other funds advised by FMR or its affiliates. If the Fund
borrows money, its share price may be subject to greater fluctuation until
the borrowing is paid off. To this extent, purchasing securities when
borrowings are outstanding may involve an element of leverage.
HOW TO BUY ADDITIONAL SHARES

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METHOD Additional (minimum) Investment

BY MAIL - $250
Please make your check payable to the
name of the Fund, with your account
number on the check, and mail to: the
address printed on your account
statement.

AT AN INVESTOR Visit the Investor Center nearest you to
CENTER - make investments by check.

FOR ALL OPTIONS BELOW, PLEASE CALL 1-800-544-7777.

BY EXCHANGE - $250
from your account with an identical
registration in certain of Fidelity's other
funds.

BY WIRE - $250
Federal funds should be wired to: Bankers
Trust Company, Bank Routing No.
021001033, Account No. 00163053,
together with the name of the Fund, your
account number and name(s). Call
1-800-544-6666 for additional information.

BY FIDELITY MONEY $250
LINE - You must have received prior notification
by mail from Service that your Fidelity
Money Line is active. The maximum
transaction amount is $50,000.

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1.SHARE PRICE
The price of one Initial Share (the public offering price or POP) is its
net asset value per share (NAV) plus a sales charge, which is a variable
percentage of the POP depending upon the amount of the purchase. The table
below shows total sales charges.
SALES CHARGES AS % OF

AMOUNT OF PURCHASE OFFERING NET
IN SINGLE TRANSACTION PRICE AMOUNT
INVESTED

Less than $50,000 4.75% 4.99%

$50,000 to less than $100,000 4.50% 4.71%

$100,000 to less than $250,000 3.50% 3.63%

$250,000 to less than $500,000 2.50% 2.56%

$500,000 to less than $1,000,000 2.00% 2.04%

$1,000,000 or more None None

Fidelity Service Co. (Service or the Transfer Agent) provides transfer and
dividend paying services for Initial Shares of the Fund.
Reduced sales charges are applicable to purchases of $50,000 or more of
Initial Shares. To obtain the reduction of the sales charge, Service must
be notified at the time of purchase whenever a quantity discount is
applicable to your purchase. Upon such notification, you will receive the
lowest applicable sales charge.
In addition you may qualify for a reduction of the sales charge under the
Rights of Accumulation or Letter of Intent if your total investment in
Initial Shares amounts to at least $50,000. Please see the sales charge
schedule above to determine the sales charge for investments totaling more
than $50,000. Please refer to the Application or to the Fund's Statement of
Additional Information for details about each of these investment programs.
2.SALES CHARGE WAIVERS Front-end sales charges do not apply to Initial
Shares of the Fund purchased:
(1) by registered representatives, bank trust officers and other employees
(and their immediate families) of investment professionals having
Agreements with Distributors;
(2) by a current or former Trustee or officer of a Fidelity fund or a
current or retired officer, director or regular employee of FMR Corp. or
its direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity Trustee or employee, a Fidelity Trustee or employee
acting as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity Trustee or
employee;
(3) by a charitable organization (as defined in Section 501(c)(3) of the
Internal Revenue Code) investing $100,000 or more;
(4) by a charitable remainder trust or life income pool established for the
benefit of a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code);
(5) by trust institutions (including bank trust departments) investing on
their own behalf or on behalf of their clients;
(6) in accounts as to which a bank or broker-dealer charges an asset
management fee, provided the bank or broker-dealer has an Agreement with
Distributors;
(7) as part of an employee benefit plan having more than 200 eligible
employees or a minimum of $1,000,000 invested in Fidelity Advisor Funds;
(8) in a Fidelity or Fidelity Advisor IRA account purchased with the
proceeds of a distribution from (i) an employee benefit plan having more
than 200 eligible employees or a minimum of $3,000,000 in plan assets
invested in Fidelity mutual funds or $1,000,000 invested in Fidelity
Advisor mutual funds, or (ii) an insurance company separate account
qualifying under (9) below, or funding annuity contracts purchased by
employee benefit plans which in the aggregate have at least $3,000,000 in
plan assets invested in Fidelity mutual funds;
(9) by an insurance company separate account used to fund annuity contracts
purchased by employee benefit plans which in the aggregate have more than
200 eligible employees or $1,000,000 invested in Fidelity Advisor mutual
funds;
(10) by any state, county, city, or any governmental instrumentality,
department, authority or agency; or
(11) with redemption proceeds from other mutual fund complexes on which the
investor has paid a front-end sales charge only. (A Sales Charge Waiver
Form must accompany these transactions.)
GENERAL INFORMATION
Before you buy additional shares, please read the following information to
make sure your investment is accepted and credited properly. Your purchase
will be processed at the next POP based on the next NAV calculated after
your order is received and accepted. All of your purchases must be made in
U.S. dollars and checks must be drawn on U.S. banks. The Fund reserves the
right to limit the number of your checks processed at one time. If your
check does not clear, the Fund may cancel your purchase and you could be
held liable for any fees and/or losses incurred. When you purchase directly
by check, the Fund can hold the proceeds of redemptions until Service is
reasonably satisfied that the purchase payment has been collected (which
can take up to seven calendar days). To avoid this collection period, you
can wire Federal Funds from your bank, which may charge you a fee. "Wiring
federal funds" means that your bank sends money to the Fund's bank through
the Federal Reserve System. Direct purchases and all other orders begin to
earn dividends on the business day after the Fund receives payment.
The Fund and Distributors reserve the right to suspend the offering of
shares for a period of time and to reject any order for the purchase of
shares, including certain purchases by exchange (see "How to Exchange,''
page 11.)
INVESTOR SERVICES
You may initiate many transactions by telephone. Note that Service will not
be responsible for any losses resulting from unauthorized transactions if
it follows reasonable procedures designed to verify the identity of the
caller. Service will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to sell (redeem) and exchange by telephone, call
Service for instructions. The Fund and Distributors reserve the right to
suspend the offering of shares for a period of time and to reject any order
for the purchase of shares, including certain purchases by exchange (see
"How to Exchange," below).
SHAREHOLDER COMMUNICATIONS
Service will send you a confirmation after every transaction that affects
your share balance or your account registration. In addition, a
consolidated statement will be provided at least quarterly. At least twice
a year each shareholder will receive the Fund's financial statements, with
a summary of its portfolio composition and performance. To reduce expenses,
only one copy of most shareholder reports (such as the Fund's Annual
Report) will be mailed to each shareholder address. Please write to Service
if you need to have additional reports sent each time.
The Fund pays for these shareholder communications, but not for special
services that are required by a few shareholders, such as a request for a
historical transcript of an account. You may be required to pay a fee for
such special services. If you are purchasing Initial Shares of the Fund
through a program of administrative services offered by a securities dealer
or bank, you should read the additional materials pertaining to that
program in conjunction with this Prospectus. Certain features of the Fund,
such as the minimum initial or subsequent investment, may be modified in
these programs, and administrative charges may be imposed for the services
rendered.
HOW TO EXCHANGE
An exchange is the redemption of a specific class of shares of one fund and
the purchase of the same class of shares of another fund, each at the next
determined NAV. The exchange privilege is a convenient way to buy and sell
shares of certain of Fidelity's other funds registered in your state.
To protect the Fund's performance and shareholders, FMR discourages
frequent trading in response to short-term market fluctuations. The Fund
reserves the right to refuse exchange purchases by any person or group if,
in FMR's opinion, the Fund would be unable to invest effectively in
accordance with its investment objective and policies, or would otherwise
be affected adversely. Your exchanges may be restricted or refused if the
Fund receives or anticipates receiving simultaneous orders affecting
significant portions of the Fund's assets. In particular, a pattern of
exchanges that coincides with a "market timing" strategy may be disruptive
to the Fund and may be refused. Exchange restrictions may be imposed at any
time. The Fund may modify or terminate the exchange privilege. The exchange
limit may be modified for certain institutional retirement plans.
Exchange instructions may be given by you in writing or by telephone
directly to Service. If you choose to exchange by writing, you must send a
letter of instruction with your signature guaranteed either directly to
Service accompanied by either the certificates representing the shares to
be redeemed or, if no certificates have been issued, by a stock power form
with your signature guaranteed.
Before you make an exchange:
1. Read the prospectus of the fund into which you want to exchange.
2. You will not have to pay any sales charge on the shares of another
Fidelity Fund you acquire by exchange of Initial Shares of this Fund.
3. You may only exchange between accounts that are registered in the same
name, address, and taxpayer identification number.
4. You may make four exchanges out of the Fund per calendar year. If you
exceed this limit, your future purchases of (including exchanges into)
Fidelity Funds may be permanently refused. For purposes of the four
exchange limit, accounts under common ownership or control, including
accounts having the same taxpayer identification number, will be
aggregated.
5. TAXES: Any shares exchanged represent a sale for tax service purposes.
You may realize a capital gain or loss when you exchange shares. Service
will send you a confirmation of each exchange transaction.
FIDELITY TELEPHONE CONNECTION. Use your touch-tone phone for quick,
confidential access to frequently requested information. Call
1-800-544-8544 for Fidelity mutual fund quotes and 1-800-544-7544 for
account balances and last transaction information. See the back of your
quarterly statement for a complete list of Fidelity's telephone numbers.

FIDELITY MONEY LINE(registered trademark). Fidelity Money Line lets you
authorize electronic transfers of money to buy or sell Initial Shares of
the Fund. You can use Fidelity Money Line to move money between your bank
account and your account with one phone call. Allow two to three business
days after the call for the transfer to take place; for money recently
invested, allow normal check-clearing time (up to seven days) before
redemption proceeds are sent to your bank.
FIDELITY AUTOMATIC ACCOUNT BUILDER offers a simple way to maintain a
regular investment program. You may arrange automatic transfers (minimum
$250) from your bank account to your Fund account on a periodic basis.
Service will send you written confirmation for every transaction, and a
debit entry will appear on your bank statement. You may change the amount
of your investment, skip an investment, or stop Automatic Account Builder
by calling Fidelity (1-800-544-6666) three business days prior to your next
scheduled investment date.
HOW TO SELL SHARES
You may sell (redeem) all or a portion of your shares of the Fund on any
day the New York Stock Exchange (NYSE) is open, at the NAV next determined
after Service receives your request to sell. Orders to sell may be placed
by you in writing, by telephone or through Service. If you choose to sell
shares by written instruction, you must send a letter of instruction with
your signature guaranteed to Service, accompanied by either the
certificates representing the shares to be redeemed or, if no certificates
have been issued, by a stock power form with your signature guaranteed.
Orders to sell received by Service before 4:00 p.m. Eastern time will
receive that day's share price.
Once your shares are redeemed, the Fund normally will send the proceeds on
the next business day to the address of record. If making immediate payment
could adversely affect the Fund, the Fund may take up to seven days to pay
you. The Fund may withhold redemption proceeds until it is reasonably
satisfied that it has collected investments that were made by check (which
can take up to seven calendar days).
When the NYSE is closed (or when trading is restricted) for any reason
other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the SEC to merit such action, the
Fund may suspend redemption or postpone payment dates for more than seven
days. Service requires additional documentation to sell shares registered
in the name of a corporation, agent or fiduciary or a surviving joint
owner. Call 1-800-522-7297 for specific requirements.
3.REDEMPTION REQUIREMENTS TO REMEMBER
Remember that if you should redeem all of your Initial Shares, your account
will be closed and you will not be able to purchase Initial Shares of the
Fund. Once your Initial Shares are redeemed, you normally will be sent the
proceeds on the next business day, but if making immediate payment could
adversely affect the Fund, it may take up to seven days to pay you.
Fidelity Money Line redemptions generally will be credited to your bank
account on the second or third business day after your phone call. When the
NYSE is closed (or when trading is restricted) for any reason other than
its customary weekend or holiday closings, or under any emergency
circumstances as determined by the SEC to merit such action, redemptions
may be suspended or payment dates postponed.
If you are unable to execute your transactions by telephone (for example,
during times of unusual market activity) consider placing your order by
mail or by visiting one of the Fidelity Investor Centers. The value of
Initial Shares redeemed may be more or less than your cost, depending on
portfolio performance during the period you owned your shares.
If you want to keep your account open, please leave Initial Shares with a
value of $1,000 in it. If your account balance falls below $1,000 due to
redemption, your account may be closed and the proceeds mailed to you at
the address on record. You will be given 30 days' notice that your account
will be closed unless you make an additional investment to increase your
account balance to the $1,000 minimum. Please note that your Initial Shares
will be redeemed at the NAV next determined on the day your account is
closed.
4.HOW TO REDEEM SHARES
5.BY MAIL -
TO: FIDELITY INVESTMENTS
P.O. BOX 878
BOSTON, MA 02103-0878
Send a "letter of instruction'' specifying the name of the Fund, the number
of Initial Shares to be sold, your name, your account number, and the
additional requirements listed below that apply to your particular account.
6.TYPE OF REGISTRATION
Individual, Joint Tenant, Sole Proprietorship, Custodial (Uniform Gifts or
Transfers To Minors Act), General Partners.
7.REQUIREMENTS
Letter of instruction signed by all person(s) required to sign for the
account, exactly as it is registered, accompanied by signature
guarantee(s).
8.CORPORATIONS, ASSOCIATIONS:
Letter of instruction and a corporate resolution, signed by person(s)
required to sign for the account accompanied by signature guarantee(s).
9.TRUSTS:
Letter of instruction signed by the Trustee(s), with a signature guarantee.
(If the Trustee's name is not registered on your account, also provide a
copy of the Trust document, certified within the last 30 days.)
10.FOR ALL OPTIONS BELOW, PLEASE CALL 1-800-544-7777.
BY FIDELITY MONEY LINE - You must have received prior notification by mail
from Service that your Fidelity Money Line is active. The minimum
redemption amount is $2,500, and the maximum is $100,000. (Accounts cannot
be closed by this service.)
BY EXCHANGE - You must meet the minimum investment requirement of the other
fund. You can only exchange between accounts with identical names,
addresses and taxpayer identification numbers.
DISTRIBUTION OPTIONS
When you fill out your account application, you may choose from four
Distribution Options:
1. REINVESTMENT OPTION. Dividends and capital gain distributions will be
automatically reinvested in Initial Shares of the Fund. If you do not
indicate a choice on your account application, you will be assigned this
option.
2. INCOME-EARNED OPTION. Capital gain distributions will be automatically
reinvested in Initial Shares, but a check will be sent for each dividend
distribution.
3. CASH OPTION. A check will be sent for each dividend and capital gain
distribution.
4. DIRECTED DIVIDENDS(registered trademark) PROGRAM. Dividends and capital
gain distributions will be automatically invested in another identically
registered Fidelity Fund. The 4.75% load will not apply to Initial Shares
of the Fund purchased through the Directed Dividends Program if the
originating Fidelity Fund has an equal or higher sales load. Certain
restrictions apply.
You may change your Distribution Option at any time by notifying Service in
writing. Distribution checks for the Fund will be mailed no later than
seven days after the last day of the month. On the day the Fund goes
ex-dividend, the amount of the distribution is deducted from its share
price. Reinvestment of distributions will be made at that day's NAV. If
you select option 2 or 3 and the U.S. Postal Service cannot deliver your
checks, or if your checks remain uncashed for six months, distribution
checks will be reinvested in your account at the current NAV and your
election may be converted to the Reinvestment Option.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. The Fund distributes substantially all of its net investment
income and capital gains, to shareholders of each class each year, normally
in December.
CAPITAL GAINS. You may realize a capital gain or loss when you sell
(redeem) or exchange shares. For most types of accounts, the Fund will
report the proceeds of your redemptions to you and the Internal Revenue
Service (IRS) annually. However, because the tax treatment also depends on
your purchase price and your personal tax position, YOU SHOULD KEEP YOUR
REGULAR ACCOUNT STATEMENTS to use in determining your tax.
"BUYING A DIVIDEND." On the record date for a distribution from the Fund,
the share price is reduced by the amount of the distribution. If you buy
shares just before the record date (buying a dividend), you will pay the
full price for the shares, and then receive a portion of the price back as
a taxable distribution.
FEDERAL TAXES. Distributions from the Fund's income and short-term capital
gains are taxed as dividends, and long-term capital gain distributions are
taxed as long-term capital gains. Short-term capital gains and a portion
of the gain on bonds with a market discount are taxed as dividends.
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them in additional shares, except that distributions declared
in December and paid in January are taxable as if paid on December 31. The
Fund will send you a tax statement by January 31 showing the tax status of
the distributions you received in the past year. A copy will be filed with
the IRS. A portion of the Fund's dividends, if any, may qualify for the
dividends-received deduction for corporations. If the Fund's dividends
exceed its taxable income in any year, as a result of currency-related
losses or otherwise, all or a portion of the Fund's dividends may be
treated as a return of capital to shareholders for tax purposes.
Returns of capital are not taxable, but will reduce the cost basis of your
shares and may affect your capital gains or losses. Any returns of capital
will be reported to you on the annual tax statement the Fund sends you in
January. If you have received a return of capital distribution from the
Fund, the distribution will generally be treated as reducing the cost basis
of your shares, and should be taken into account in calculating gains and
losses. Reductions in your cost basis will cause you to report a larger
capital gain or smaller capital loss when you sell your shares.
EFFECT OF FOREIGN TAXES. The Fund may pay withholding or other taxes to
foreign governments during the year. These taxes would reduce the Fund's
dividends, but would be included in the taxable income reported on your tax
statement. You may be able to claim an offsetting tax credit or itemized
deduction for foreign taxes paid by the Fund. Your tax statement will
generally show the amount of foreign tax for which a credit or deduction
will be available.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the Fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal tax, shareholders may be subject to state or local
taxes on their investments. Investors should consult their tax advisors
for details and up-to-date information on the tax laws in their state to
determine whether the Fund is suitable to their particular tax situations.
When you sign your account application, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the Fund to
withhold 31% of your taxable distributions and redemptions.
FEES
MANAGEMENT AND OTHER SERVICES. For managing its investments and business
affairs, the Fund pays a monthly fee to FMR based on a basic fee, which is
the sum of two components and a performance adjustment. The annual basic
fee rate is comprised of:
1. A group fee rate based on the monthly average net assets of all of the
mutual funds advised by FMR. This rate cannot rise above . 52 %, and
it drops (to as low as a marginal rate of .31%*) as total assets in all of
these funds rise. The effective group fee rate for September 1994 was
.___%.
2. An individual fund fee, which varies.
*FMR voluntarily agreed to adopt revised group fee rate schedules which
provide for a marginal rate as low as .270% when average group net assets
exceed $390 billion. A new management contract with a revised group fee
rate schedule will be presented for approval at the next shareholder
meeting.
One-twelfth of the annual basic fee rate is applied to the Fund's net
assets averaged over the most recent month, giving a dollar amount which is
the basic fee for that month.
The performance adjustment, also calculated monthly, is based on a
comparison of the Fund's performance to that of the Standard & Poor's
Composite Index of 500 Stocks (S&P 500) over the most recent 36-month
period. The difference is converted into a dollar amount that is added to
or subtracted from the basic fee. This adjustment rewards FMR when the Fund
outperforms the S&P 500 and reduces FMR's fee when the Fund underperforms
the S&P 500. The maximum annualized performance adjustment rate is
(plus/minus) .20%. The Fund is comprised of three classes of shares:
Initial Shares, Class A shares and Class B shares. Investment performance
will be measured separately for each class, and the least of the three
results obtained will be used in calculating the performance adjustment to
the management fee paid by the Fund.
For the fiscal year ended September 30, 1994, FMR's management fee was
.___% of the Fund's average net assets.
FMR has entered into sub-advisory agreements on behalf of the Fund.
Sub-advisors provide research and investment advice with respect to issuers
based outside the United States and FMR may grant sub-advisors investment
management authority to buy and sell securities if FMR believes it would be
beneficial to the Fund.
The Fund has entered into sub-advisory agreements with Fidelity Management
& Research (U.K.) Inc. (FMR U.K. in London, England) and Fidelity
Management & Research (Far East) Inc. (FMR Far East in Tokyo, Japan). FMR
U.K. focuses primarily on issuers based in Europe, and FMR Far East focuses
primarily on issuers based in Asia and the Pacific Basin. Under the
sub-advisory agreements, FMR, not the Fund, pays FMR U.K. and FMR Far East
fees equal to 110% and 105%, respectively, of each sub-advisor's costs
incurred in connection with its sub-advisory agreement.
Initial Shares pay Service , 82 Devonshire Street, Boston, MA 02109, an
affiliate of FMR, transfer agent fees based on the type, size and number of
accounts in the applicable class and the number of monetary transactions
made by the shareholders of the applicable class.
FMR may, from time to time, agree to reimburse the Fund for expenses
(excluding interest, taxes, brokerage commissions, and extraordinary
expenses) above a specified percentage of average net assets. FMR retains
the ability to be repaid by the Fund for these expense reimbursements in
the amount that expenses fall below the limit prior to the end of the
fiscal year. Fee reimbursements by FMR will increase each class's total
return, and repayment by the Fund will lower each class's total return.
Initial Shares also pay Service to calculate its daily share price,
maintain its general accounting records, and administer its securities
lending program. The fees for pricing and bookkeeping services are based on
the Fund's average net assets, but must fall within a range of $45,000 to
$750,000 per year. The fees for securities lending services are based on
the number and duration of individual securities loans. For fiscal 1994,
the fees for pricing and bookkeeping and securities lending services
(including related out-of-pocket expenses) amounted to $____ .
The Fund's total operating expenses for the fiscal year ended September 30,
1994 were .__% of average net assets.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been fully defined, in Distributors' opinion it
should not prohibit banks from being paid for shareholder servicing and
recordkeeping. If, because of changes in law or regulation, or because of
new interpretations of existing law, a bank or the Fund were prevented from
continuing these arrangements, it is expected that the Trustees would make
other arrangements for these services and that shareholders would not
suffer adverse financial consequences. In addition, state securities laws
on this issue may differ from the interpretations of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law.
VALUATION
Initial Share's shares are valued at NAV. The NAV of Initial Shares is
determined by adding Initial Shares pro rata share of the value of all
security holdings and other assets of the Fund, deducting Initial Share's
pro rata share of the Fund's liabilities, deducting the liabilities
allocated to that class, and then dividing the result by the number of
shares in Initial Shares that are outstanding.
NAV normally is calculated as of the close of business of the NYSE
(normally 4:00 p.m. Eastern time). The Fund is open for business and NAV is
calculated each day the NYSE is open for trading. Foreign securities are
valued based on quotations from the primary market in which they are traded
and are converted from the local currency into U.S. dollars using current
exchange rates. Fund securities and other assets are valued primarily on
the basis of market quotations furnished by pricing services, or if
quotations are not available, or if the values have been materially
affected by the events occurring after the foreign market's closing, by a
method that the Board of Trustees believes accurately reflects fair value.
PERFORMANCE
Performance may be quoted in advertising in terms of total return. All
performance information is historical and is not intended to indicate
future performance. Share price and total return fluctuate in response to
market conditions and other factors, and the value of each class of shares
of the Fund when sold may be worth more or less than their original cost.
Excluding a sales charge from a performance calculation produces a higher
total return figure. Each class will show its performance separately.
TOTAL RETURN is the change in value of an investment in the Fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results. Average annual and cumulative total returns
usually will include the effect of paying the Fund's maximum sales charge.
When a class quotes an average annual total return covering a period of
less than one year, the calculation assumes the performance will remain
constant for the rest of the year. Since this may or may not occur, these
average annual total returns should be viewed as hypothetical returns
rather than actual performance.
Other illustrations of performance may show moving averages over specified
periods.
The following chart compares each class's year-by-year total returns to the
record of the S & P 500, a widely recognized, unmanaged index of common
stock prices. Figures for the S&P 500 include the change in value of the
S&P 500 and assume reinvestment of all dividends paid by the S&P 500
stocks. Tax consequences are not included in the illustration, nor are
brokerage or other fees calculated in the S&P 500 figures.
Compare the performance of each class of Strategic Opportunities to the
record of the S&P 500.
Years Ended Initial shares Class A Class B S&P 500
September 30 Total Return Total Return Total Return Total
Return
1984* 5.15 5.15 6.39 4.52
1985 12.05 12.05 13.64 14.39
1986 39.16 39.16 42.10 31.51
1987 16.08 15.66 17.43 43.27
1988 -9.16 -9.50 -8.24 -12.54
1989 24.96 24.25 26.45 32.97
1990 -13.29 -13.79 -13.02 -9.23
1991 23.83 23.36 25.51 31.17
1992 2.77 2.17 3.61 11.05
1993 20.95 20.33 22.33 13.00
1994

* From Fund commencement date, December 31, 1983 through September 30,
1984.
Total returns for Initial shares and Class A shares include the effect of
the maximum 4.75% front-end sales charge. Total returns for Class B shares
include the effect of the maximum CDSC applicable at the end of the stated
period. The initial offering of Class A shares was August 20, 1986. On
January 1, 1987, Class A i mposed a .65% 12b-1 fee, which is not
reflected in returns prior to that date. The initial offering of Class B
shares, which carry a 1.00% 12b-1 fee (including a .25% shareholder service
fee) was on June 30, 1994. Class B total returns calculated for periods
prior to that date reflect the effects of Class A's .65% 12b-1 fee and of
the applicable maximum CDSC. Actual Class B total returns would have been
lower due to higher 12b-1 fees.
When considering the Fund's performance you should bear in mind these
additional factors:
(medium solid bullet) The Fund's emphasis is on stocks, so performance is
closely related to stock market performance, including short-term market
swings.
(medium solid bullet) Stock prices fluctuated widely over the periods
shown.
For additional performance information, please contact Distributors for a
free Annual Report or SAI.
PORTFOLIO TRANSACTIONS
FMR uses various brokerage firms to carry out the Fund's equity security
transactions. Fixed-income securities are generally traded in the
over-the-counter market through broker-dealers. FMR chooses broker-dealers
by judging professional ability and quality of service. A broker-dealer is
a securities firm or bank which makes a market for securities by offering
to buy at one price and sell at a slightly higher price. The difference is
known as a spread. Foreign securities are normally traded in foreign
countries since the best available market for foreign securities is often
on foreign markets. In transactions on foreign stock exchanges, brokers'
commissions are generally fixed and are often higher than in the United
States, where commissions are negotiated. Since FMR, directly or through
affiliated sub-advisors, places a large number of transactions, including
those of Fidelity's other funds, the Fund pays lower commissions than those
paid by individual investors, and broker-dealers are willing to work with
the Fund on a more favorable spread.
The Fund has authorized FMR to allocate transactions to some broker-dealers
who help distribute the Fund's shares or the shares of Fidelity's other
funds to the extent permitted by law, and on an agency basis, to Fidelity
Brokerage Services, Inc. (FBSI) and Fidelity Brokerage Services Ltd.
(FBSL), affiliates of FMR. FMR will make such allocations if commissions
are comparable to those charged by non-affiliated qualified broker-dealers
for similar services.
FMR may also allocate brokerage transactions to the Fund's custodian,
acting as a broker-dealer, or other broker-dealers, so long as transaction
quality is comparable to that of other qualified broker-dealers, where the
broker-dealer will allocate a portion of the commissions paid toward
payment of each class's expenses. These expenses currently include transfer
agent fees and custodian fees.
Higher commissions may be paid to those firms that provide research,
valuation and other services to the extent permitted by law. FMR also is
authorized to allocate brokerage transactions to FBSI in order to secure
from FBSI research services produced by third party, independent entities.
FMR may use this research information in managing the Fund's assets, as
well as assets of other clients.
The frequency of portfolio transactions - the turnover rate - will vary
from year to year depending on market conditions. The Fund's turnover rate
for the fiscal period ended September 30, 1994 was ___%.. Because a high
portfolio turnover rate increases transaction costs and may increase
taxable capital gains, FMR carefully weighs the anticipated benefits of
short-term investing against these consequences.
THE FUND AND THE FIDELITY ORGANIZATION
The Fund is a diversified fund of Fidelity Advisor Series VIII (the Trust),
an open-end, management investment company organized as a Massachusetts
business trust on September 23, 1983. The Trustees supervise Fund
activities and reviews contractual arrangements with companies that provide
the Fund with services. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings, although special meetings may
be called for a specific class, the Fund or the Trust as a whole for
purposes such as electing or removing Trustees, changing fundamental
investment policies or limitations or approving a management contract or
plan of distribution. As a shareholder you receive one vote for each share
you own and fractional votes for each fractional share you own. Initial
shareholders, Class A shareholders and Class B shareholders vote separately
on those matters which pertain only to Initial Shares, Class A Shares or
Class B Shares, respectively. There is a possibility that claims asserted
against one class of shares may subject the other class of shares to
certain liabilities. Performance calculations will be made separately for
Initial Shares, Class A shares and Class B shares.
CLASS A shares are offered to retail investors who engage an investment
professional for investment advice, with a maximum 4.75% sales charge. The
initial and subsequent investment minimums for Class A shares are $2,500
and $250, respectively. The minimum account balance for Class A investors
is $1,000. Reduced sales charges are applicable to purchases of $50,000 or
more of Class A shares of the Fund or in combination with purchases of
shares of certain other Fidelity Advisor Funds. Class A investors also may
qualify for a reduction in sales charge under the Rights of Accumulation or
Letter of Intent programs. Sales charges are waived for certain groups of
investors. In addition, Class A investors may participate in various
investment programs.
Class A shares of the Fund may be exchanged for Class A shares of other
Fidelity Advisor Funds. Transfer agent and shareholder services for Class A
shares are performed by State Street Bank and Trust Company. For the fiscal
year ended September 30, 1994, total operating expenses for Class A shares
were ___% of average net assets.
Under the Class A Distribution and Service Plan, the Class A shares pay an
annual distribution fee at the rate of .65% of the average daily net assets
of Class A. Up to the full amount of the distribution fee paid by Class A
to Distributors may be reallowed to investment professionals based upon the
level of marketing and distribution services provided.
CLASS B shares are offered to retail investors who engage an investment
professional for investment advice, with a contingent deferred sales
charge. Class B shares are subject to an annual distribution fee at the
rate of .75% of the average daily net assets of Class B, an annual service
fee at the rate of .25% of the average daily net assets of Class B, and a
contingent deferred sales charge upon redemption within five years of
purchase, which decreases from a maximum of 4% to 0%. At the end of five
years, Class B shares automatically convert to Class A shares. The initial
and subsequent investment minimums for Class B are identical to those for
Class A.
Class B shares may be exchanged only for Class B shares of certain other
Fidelity Advisor Funds, as well as for Class B shares of Daily Money Fund:
U.S. Treasury Portfolio. Transfer agent and shareholder services for Class
B shares are performed by Fidelity Investments Institutional Operations
Company (FIIOC). For the fiscal period ended September 30, 1994 total
operating expenses for Class B shares were ___% of average net assets.
Investment professionals may receive different levels of compensation with
respect to one particular class of shares over another class of shares of
the Fund.
Fidelity Investments is one of America's largest investment management
organizations and has its principal business address at 82 Devonshire
Street, Boston, MA 02109. It includes a number of different companies that
provide a variety of financial services and products. The Fund employs
various Fidelity companies to perform certain activities required to
operate the Fund.
FMR is the original Fidelity company founded in 1946. It provides a number
of mutual funds and other clients with investment research and portfolio
management services. It maintains a large staff of experienced investment
personnel and a full complement of related support facilities. As of
September 30, 1994, FMR advised funds having approximately __ million
shareholder accounts with a total value of more than ___ billion.
Distributors distributes shares for the Fidelity funds.
FMR Corp is the ultimate parent company of FMR, FMR U.K., and FMR Far
East through ownership of voting common stock, members of the Edward C.
Johnson 3d family form a controlling group with respect to FMR Corp.
Changes may occur in the Johnson family group, through death or disability,
which would result in changes in each individual family members' holding of
stock. Such changes could result in one ore more family members becoming
holders of over 25% of the stock. FMR Corp. has received an opinion of
counsel that changes in the composition of the Johnson family group under
these circumstances would not result in the termination of the Fund's
management or distribution contracts and, accordingly, would not require a
shareholder vote to continue operation under those contracts.
Daniel R. Frank is vice president and manager of the Fund which he has
managed since December 1983. Previously, he was an assistant to Peter
Lynch on Magellan. Mr. Frank joined Fidelity in 1979.
APPENDIX
The following paragraphs provide a brief description of securities in which
the Fund may invest and transactions it may make. The Fund is not limited
by this discussion, however, and may purchase other types of securities and
enter into other types of transactions if they are consistent with the
Fund's investment objective and policies.
FOREIGN INVESTMENTS. Investment in foreign securities involves additional
risks. Foreign securities and securities denominated in or indexed to
foreign currencies may be affected by the strength of foreign currencies
relative to the U.S. dollar, or by political or economic developments in
foreign countries. Foreign companies may not be subject to accounting
standards or governmental supervision comparable to U.S. companies, and
there may be less public information about their operations. Foreign
markets may be less liquid or more volatile than U.S. markets, and may
offer less protection to investors. In addition to the political and
economic factors that can affect foreign securities, a governmental issuer
may be unwilling to repay principal and interest when due, and may require
that the conditions for payment be renegotiated. These factors could make
foreign investments, especially those in developing countries, more
volatile. FMR considers these factors when making foreign investments.
The Fund may enter into forward currency contracts (agreements to exchange
one currency for another at a future date) to manage currency risks and to
facilitate transactions in foreign securities. Although currency forward
contracts can be used to protect the Fund from adverse exchange rate
changes, they involve a risk of loss if FMR fails to predict foreign
currency values correctly.
REPURCHASE AGREEMENTS AND SECURITIES LOANS. In a repurchase agreement the
Fund buys a security and simultaneously agrees to sell it back at a higher
price. The Fund may also make securities loans to broker-dealers and
institutional investors, including FBSI. In the event of the bankruptcy of
the other party to either a repurchase agreement or a securities loan, the
Fund could experience delays in recovering its cash or the securities it
lent. To the extent that, in the meantime, the value of the securities
purchased had decreased, or the value of the securities lent had increased,
the Fund could experience a loss. In all cases, FMR must find the
creditworthiness of the other party to the transaction satisfactory.
OPTIONS AND FUTURES CONTRACTS. The Fund may buy and sell options and
futures contracts to manage its exposure to changing interest rates,
security prices, and currency exchange rates. Some options and futures
strategies, including selling futures, buying puts and writing calls, tend
to hedge the Fund's investments against price fluctuations. Other
strategies, including buying futures, writing puts and buying calls, tend
to increase market exposure. Options and futures may be combined with each
other or with forward contracts in order to adjust the risk and return
characteristics of the overall strategy. The Fund may invest in options and
futures based on any type of security, index, or currency, including
options and futures traded on foreign exchanges and options not traded on
exchanges.
Options and futures can be volatile investments and involve certain risks.
If FMR applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower the Fund's return.
The Fund could also experience losses if the prices of its options and
futures positions were poorly correlated with its other investments, or if
it could not close out its positions because of an illiquid secondary
market. Options and futures do not pay interest, but may produce taxable
capital gains.
The Fund will not hedge more than 25% of its total assets by selling
futures, writing calls, and buying puts under normal conditions. In
addition, the Fund will not buy futures or write puts whose underlying
value exceeds 25% of its total assets, and will not buy calls with a value
exceeding 5% of its total assets.
ILLIQUID INVESTMENTS. Under the supervision of the Board of Trustees, FMR
determines the liquidity of the Fund's investments. The absence of a
trading market can make it difficult to ascertain a market value for
illiquid investments. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for the Fund to sell them promptly at an acceptable price.
INDEXED SECURITIES. The Fund may invest in indexed securities whose value
is linked to currencies, interest rates, commodities, indices, or other
financial indicators. Most indexed securities are short to intermediate
term debt securities whose value at maturity or interest rates rise or fall
according to the change in one or more specified underlying instruments.
Indexed securities may be positively or negatively indexed (i.e., their
value may increase or decrease if the underlying instrument appreciates),
and may have return characteristics similar to direct investments in the
underlying instrument or to one or more options on the underlying
instrument. Indexed securities may be more volatile than the underlying
instrument itself.
SWAP AGREEMENTS. As one way of managing its exposure to different types of
investments, the Fund may enter into interest rate swaps, currency swaps,
and other types of swap agreements such as caps, collars, and floors. In a
typical interest rate swap, one party agrees to make regular payments equal
to a floating interest rate times a "notional principal amount," in return
for payments equal to a fixed rate times the same amount, for a specified
period of time. If a swap agreement provides for payments in different
currencies, the parties might agree to exchange the notional principal
amount as well. Swaps may also depend on other prices or rates, such as the
value of an index or mortgage prepayment rates.
Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks
assumed. As a result, swaps can be highly volatile and may have a
considerable impact on the Fund's performance. Swap agreements are subject
to risks related to the counterparty's ability to perform, and may decline
in value if the counterparty's creditworthiness deteriorates. The Fund may
also suffer losses if it is unable to terminate outstanding swap agreements
or reduce its exposure through offsetting transactions.
RESTRICTED SECURITIES. The Fund may purchase securities which cannot be
sold to the public without registration under the Securities Act of 1933
(restricted securities). Unless registered for sale, these securities can
only be sold in privately negotiated transactions or pursuant to an
exemption from registration.
INTERFUND BORROWING PROGRAM. The Fund has received permission from the SEC
to lend money to and borrow money from other funds advised by FMR or its
affiliates. Interfund loans and borrowings normally will extend overnight,
but can have a maximum duration of seven days. The Fund will lend through
the program only when the returns are higher than those available at the
same time from other short-term investments (such as repurchase
agreements), and will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. The Fund will not lend more
than 5% of its assets to other funds, and will not borrow through the
program if, after doing so, total outstanding borrowings would exceed 15%
of total assets. Loans may be called on one day's notice, and the Fund may
have to borrow from a bank at a higher interest rate if an interfund loan
is called or not renewed. Any delay in repayment to a lending fund could
result in a lost investment opportunity or additional borrowing costs.
WARRANTS. The Fund may invest in warrants which entitle the
holder to buy equity securities at a specific price for a specific period
of time. Warrants tend to be more volatile than their underlying
securities. Also, the value of the warrant does not necessarily change with
the value of the underlying securities and a warrant ceases to have value
if it is not exercised prior to the expiration date.
ZERO COUPON BONDS. Zero coupon bonds do not make interest payments;
instead, they are sold at a deep discount from their face value and are
redeemed at face value when they mature. Because zero coupon bonds do not
pay current income, their prices can be very volatile when interest rates
change. In calculating its daily dividend, the Fund takes into account as
income a portion of the difference between a zero coupon bond's purchase
price and its face value.
A broker-dealer creates a DERIVATIVE ZERO by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of derivative zeros.
The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and
principal components of an outstanding U.S. Treasury bond and selling them
as individual securities. Bonds issued by the Resolution Funding
Corporation (REFCORP) and the Financing Corporation (FICO) can also be
separated in this fashion. ORIGINAL ISSUE ZEROS are zero coupon securities
originally issued by the U.S. government, a government agency, or a
corporation in zero coupon form.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owed by a
corporate, governmental or other borrower to another party. They may
represent amounts owed to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve the risk
of loss in case of default or insolvency of the borrower. Direct debt
instruments may offer less legal protection to the Fund in the event of
fraud or misrepresentation. In addition, loan participations involve a risk
of insolvency of the lending bank or other financial intermediary. Direct
debt instruments also may include standby financing commitments that
obligate the Fund to supply additional cash to the borrower on demand.
LOWER-RATED DEBT SECURITIES. The Fund may purchase lower-rated debt
securities (those rated Ba or lower by Moody's or BB or lower by S&P) that
have poor protection against default in the payment of principal and
interest, or may be in default. These securities are often considered to be
speculative and involve greater risk of loss or price changes due to
changes in the issuer's capacity to pay. The market prices of lower-rated
debt securities may fluctuate more than those of higher-rated debt
securities, and may decline significantly in periods of general economic
difficulty which may follow periods of rising interest rates.
DEBT OBLIGATIONS. The table below provides a summary of ratings assigned to
debt holdings (not including money market instruments) in the Fund's
portfolio. These figures are dollar-weighted averages of month-end
portfolio holdings during the thirteen months ended September 30, 1994,
presented as a percentage of total investments. These percentages are
historical and are not necessarily indicative of the quality of current or
future portfolio holdings, which may vary.
S&P MOODY'S
RATING AVERAGE RATING AVERAGE DESCRIPTION
INVESTMENT GRADE
AAA/AA/A % Aaa/Aa/A % Highest quality/ high quality
upper medium grade
BBB --% Baa --% Medium grade

LOWER QUALITY
BB --% Ba .% Moderately speculative
B .% B .% Speculative
CCC --% Caa % Highly speculative
CC/C --% Ca/C --% Poor quality/lowest quality,
no interest
D .% ___ In default, in arrears
The dollar-weighted average of debt securities not rated by either S&P or
Moody's amounted to __%. This may include securities rated by other
nationally recognized rating organizations, as well as unrated securities.
Unrated securities are not necessarily lower-quality securities. Please
refer to the Fund's SAI for a more complete discussion of these ratings.

No dealer, sales representative or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the Fund or Distributors. This Prospectus and the related SAI
do not constitute an offer by the Fund or by Distributors to sell or to buy
shares of the Fund to any person to whom it is unlawful to make such offer.
FIDELITY ADVISOR SERIES VIII
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND -CLASS A SHARES, CLASS B
SHARES AND INITIAL SHARES
CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
<S> <C>
Form N-1A Item Number

Part B Statement of Additional Information

10 Cover Page

11 Table of Contents

12 FMR; Description of the Trust

13 a,b,c Investment Policies and Limitations

d Portfolio Transactions

14 a,b Trustees and Officers

c *

15 a *

b Description of the Trust

c *

16 a(i, ii) FMR, Management and Other Services, Trustees and Officers;
Distribution and Service Plan

a(iii),b,c,d Management and Other Services

e Portfolio Transactions

f Distribution and Service Plan

g *

h Description of the Trust

i Management and Other Services

17 a,b,c,d Portfolio Transactions

e *

18 a Description of the Trust

b *

19 a Additional Purchase, Exchange and Redemption Information

b Valuation of Portfolio Securities

20 Distributions and Taxes

21 Distribution and Service Plan

22 a *

b Performance

23 *

</TABLE>

* Not Applicable

FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND: CLASS A
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND: CLASS B
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND: INITIAL SHARES
A FUND OF FIDELITY ADVISOR SERIES VIII
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBE R 19, 1994
This Statement is not a prospectus but should be read in conjunction with
the current Fidelity Advisor Strategic Opportunities Fund (the Fund)
Prospectuses (dated Nove mber 19, 1994). the Fund off ers its shares
to retail investors. Retail investors are offered Class A and Class B
shares . Initial Shares are only available to current shareholders.
Please retain this document for future reference. the Fund's
financial statements and financial highlights included in the Annual
Reports for Initial Shares, Class A and Class B shares, for the fiscal year
ended September 30, 1994, are incorporated herein by reference. To
obtain an additional copy of the Prospectus or Annual Report for
Initial Shares or to obtain an additional copy of the Prospectus, Statement
of Additional Information or Annual Report for Class A and Class B shares
of the Fund, please call Fidelity Distributors Corporation, 82
Devonshire Street, Boston, Massachusetts 02109, or your investment
professional.
NATIONWIDE 800- 522 - 7297
TABLE OF CONTENTS PAGE
Investment Policies and Limitations 2

Portfolio Transactions 12

Valuation of Portfolio Securities 13

Performance 14

Additional Purchase, Exchange and Redemption Information 18

Distributions and Taxes 21

FMR 22

Trustees and Officers 22

Management and Other Services 24

The Distributor 27

Distribution and Service Plan 27

Description of the Trust 28

Financial Statements 29

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (Distributors)
TRANSFER AGENT FOR CLASS A
State Street Bank and Trust Company (State Street or Transfer Agent)
TRANSFER AGENT FOR CLASS B
Fidelity Investments Institutional Operations Company (FIIOC or Transfer
Agent)
TRANSFER AGENT FOR INITIAL SHARES
Fidelity Service Co. (Service or Transfer Agent)
CUSTODIAN
Brown Brothers Harriman & Co. (Brown Brothers)
ASO-PTB-1194
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the Fund's assets which may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation shall be
determined immediately after and as a result of the acquisition of such
security or other asset. Accordingly, any subsequent change in values, net
assets or other circumstances will not be considered when determining
whether the investment complies with the Fund's investment policies and
limitations.
the Fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act))
of the Fund. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued
or guaranteed by the government of the United States, its agencies, or
instrumentalities) if, as a result thereof, more than 5% of the Fund's
total assets (taken at current value) would be invested in the securities
of such issuer;
(2) purchase the securities of any issuer, if such purchase, at the time
thereof, would cause more than 10% of the outstanding voting securities of
such issuer to be held in the Fund's portfolio;
(3) issue senior securities (except to the extent that issuance of one or
more classes of shares of the Fund in accordance with an Order issued by
the Securities and Exchange Commission (SEC) may be deemed to constitute
issuance of a senior security);
(4) make short sales of securities, (unless it owns, or by virtue of its
ownership of other securities has the right to obtain, at no additional
cost, securities equivalent in kind and amount to the securities sold);
provided, however, that the Fund may enter into forward foreign currency
exchange transactions; and further provided that the Fund may purchase or
sell futures contracts;
(5) purchase any securities or other property on margin, (except for such
short-term credits as are necessary for the clearance of transactions);
provided, however, that the Fund may make initial and variation margin
payments in connection with purchases or sales of futures contracts or
options on futures contracts;
(6) borrow money except that the Fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the Fund's total assets (including the
amount borrowed) less liabilities (not including borrowings). Any
borrowings that come to exceed 33 1/3% of the Fund's total assets by reason
of a decline in net assets, will be reduced within three days (exclusive of
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation. the Fund will not purchase securities for investment while
borrowings equaling 5% or more of its total assets are outstanding;
(7) underwrite any issue of securities (except to the extent that the Fund
may be deemed to be an underwriter within the meaning of the Securities Act
of 1933 in the disposition of "restricted securities");
(8) purchase the securities of any issuer (other than obligations issued
or guaranteed by the government of the United States, its agencies, or
instrumentalities) if, as a result thereof, more than 25% of the Fund's
total assets would be invested in the securities of one or more issuers
having their principal business activities in the same industry;
(9) purchase or sell real estate (but this shall not prevent the Fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(10) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the Fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);
(11) lend any security or make any other loan if as a result, more than 33
1/3% of the Fund's total assets would be lent to other parties except (i)
through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies, and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities;
(12) purchase securities of other investment companies (except in the open
market where no commission other than the ordinary broker's commission is
paid, or as part of a merger or consolidation, and in no event may
investments in such securities exceed 10% of the value of total assets of
the Fund). the Fund may not purchase or retain securities issued by other
open-end investment companies;
(13) invest more than 5% of the Fund's total assets (taken at market
value) in the securities of companies which, including predecessors, have a
record of less than three years' continuous operation; or
(14) invest in oil, gas, or other mineral exploration or development
programs.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) the Fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (6)). the Fund will not
borrow from other funds advised by FMR or its affiliates if total
outstanding borrowings immediately after such borrowing would exceed 15% of
the Fund's total assets.
(ii) the Fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(iii) the Fund does not currently intend to invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange (NYSE) or the American Stock Exchange (AMEX) or
traded on the NASDAQ National Market System.
(iv) the Fund does not currently intend to lend assets other than
securities to other parties, except by (i) lending money (up to 5% of the
Fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (ii) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(v) the Fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of the Fund's net assets.
Included in that amount, but not to exceed 2% of the Fund's net assets, may
be warrants that are not listed on the NYSE or the AMEX. Warrants acquired
by the Fund in units or attached to securities are not subject to these
restrictions.
(vi) the Fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(vii) the Fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Fund and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
For the Fund's limitations on futures and options transactions, see
"Limitations on Futures and Options Transactions" beginning on page 9.
AFFILIATED BANK TRANSACTIONS. the Fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the Fund under the 1940 Act. These transactions may include
repurchase agreements with custodian banks; short-term obligations of, and
repurchase agreements with, the 50 largest U.S. banks (measured by
deposits); municipal securities; U.S. government securities with affiliated
financial institutions that are primary dealers in these securities;
short-term currency transactions; and short-term borrowings. In accordance
with exemptive orders issued by the Securities and Exchange Commission
(SEC) , the Board of Trustees (the Trustees) has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
FUND'S RIGHTS AS A SHAREHOLDER. the Fund does not intend to direct or
administer the day-to-day operations of any company. the Fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the Fund's investment in the company.
The activities that the Fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
company's direction or policies; seeking the sale or reorganization of the
company or a portion of its assets; or supporting or opposing third party
takeover efforts. This area of corporate activity is increasingly prone to
litigation and it is possible that the Fund could be involved in lawsuits
related to such activities. FMR will monitor such activities with a view
to mitigating, to the extent possible, the risk of litigation against the
Fund and the risk of actual liability if the Fund is involved in
litigation. No guarantee can be made, however, that litigation against the
Fund will not be undertaken or liabilities incurred.

FOREIGN INVESTMENTS. Foreign investments can involve significant risks in
addition to the risks inherent in U.S. investments. The value of
securities denominated in or indexed to foreign currencies, and of
dividends and interest from such securities, can change significantly when
foreign currencies strengthen or weaken relative to the U.S. dollar.
Foreign securities markets generally have less trading volume and less
liquidity than U.S. markets, and prices on some foreign markets can be
highly volatile. Many foreign countries lack uniform accounting and
disclosure standards comparable to those applicable to U.S. companies, and
it may be more difficult to obtain reliable information regarding an
issuer's financial condition and operations. In addition, the costs of
foreign investing, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than for U.S. investments.
Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers, and securities markets may be subject to less
government supervision. Foreign security trading practices, including
those involving the release of assets in advance of payment, may involve
increased risks in the event of a failed trade or the insolvency of a
broker-dealer, and may involve substantial delays. It may also be
difficult to enforce legal rights in foreign countries.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention.
There may be a greater possibility of default by foreign governments or
foreign government-sponsored enterprises. Investments in foreign countries
also involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects.
The considerations noted above generally are intensified for investments
in developing countries. Developing countries may have relatively unstable
governments, economies based on only a few industries, and securities
markets that trade a small number of securities.
the Fund may invest in foreign securities that impose restrictions on
transfer within the U.S. or to U.S. persons. Although securities subject
to transfer restrictions may be marketable abroad, they may be less liquid
than foreign securities of the same class that are not subject to such
restrictions.
the Fund may invest in American Depository Receipts and European
Depository Receipts (ADRs and EDRs), which are certificates evidencing
ownership of shares of a foreign-based issuer held in trust by a bank or
similar financial institution. Designed for use in U.S. and European
securities markets, respectively, ADRs and EDRs are alternatives to the
purchase of the underlying securities in their national markets and
currencies.
FOREIGN CURRENCY TRANSACTIONS. the Fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. the Fund will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the Fund at one rate, while offering a lesser
rate of exchange should the Fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
the Fund may use currency forward contracts for any purpose consistent
with its investment objective. The following discussion summarizes the
principal currency management strategies involving forward contracts that
could be used by the Fund. the Fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When the Fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the Fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." the Fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
the Fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For
example, if the Fund owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return for
U.S. dollars to hedge against possible declines in the pound's value. Such
a hedge, sometimes referred to as a "position hedge," would tend to offset
both positive and negative currency fluctuations, but would not offset
changes in security values caused by other factors. the Fund could also
hedge the position by selling another currency expected to perform
similarly to the pound sterling - for example, by entering into a forward
contract to sell Deutschemarks or European Currency Units in return for
U.S. dollars. This type of hedge, sometimes referred to as a "proxy
hedge," could offer advantages in terms of cost, yield, or efficiency, but
generally would not hedge currency exposure as effectively as a simple
hedge into U.S. dollars. Proxy hedges may result in losses if the currency
used to hedge does not perform similarly to the currency in which the
hedged securities are denominated.
the Fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if the Fund held investments denominated in
Deutschemarks, the Fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased much as if the Fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the Fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the Fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. the Fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's
skill in analyzing and predicting currency values. Currency management
strategies may substantially change the Fund's investment exposure to
changes in currency exchange rates, and could result in losses to the Fund
if currencies do not perform as FMR anticipates. For example, if a
currency's value rose at a time when FMR had hedged the Fund by selling
that currency in exchange for dollars, the Fund would be unable to
participate in the currency's appreciation. If FMR hedges currency
exposure through proxy hedges, the Fund could realize currency losses from
the hedge and the security position at the same time if the two currencies
do not move in tandem. Similarly, if FMR increases the Fund's exposure to
a foreign currency, and that currency's value declines, the Fund will
realize a loss. There is no assurance that FMR's use of currency
management strategies will be advantageous to the Fund or that it will
hedge at an appropriate time.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Trustees, FMR determines the
liquidity of the Fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the Fund's investments, FMR may consider various factors
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features) and (5) the nature of the marketplace for
trades (including the ability to assign or offset the Fund's rights and
obligations relating to the investment). Investments currently considered
by the Fund to be illiquid include repurchase agreements not entitling the
holder to payment of principal and interest within seven days, and
over-the-counter options. Also, FMR may determine some restricted
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid. However, with respect to
over-the-counter options the Fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the Fund may
have to close out the option before expiration.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the Fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, the Fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to the Fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of
principal and interest. Direct debt instruments may not be rated by any
nationally recognized rating service. If the Fund does not receive
scheduled interest or principal payments on such indebtedness, the Fund's
share price and yield could be adversely affected. Loans that are fully
secured offer the Fund more protections than an unsecured loan in the event
of non-payment of scheduled interest or principal. However, there is no
assurance that the liquidation of collateral from a secured loan would
satisfy the borrower's obligation, or that the collateral could be
liquidated. Indebtedness of borrowers whose creditworthiness is poor
involves substantially greater risks and may be highly speculative.
Borrowers that are in bankruptcy or restructuring may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Direct
indebtedness of developing countries also involves a risk that the
governmental entities responsible for the repayment of the debt may be
unable, or unwilling, to pay interest and repay principal when due.
Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve additional risks
to the Fund. For example, if a loan is foreclosed, the Fund could become
part owner of any collateral, and would bear the costs and liabilities
associated with owning and disposing of the collateral. In addition, it is
conceivable that under emerging legal theories of lender liability, the
Fund could be held liable as a co-lender. Direct debt instruments may also
involve a risk of insolvency of the lending bank or other intermediary.
Direct debt instruments that are not in the form of securities may offer
less legal protection to the Fund in the event of fraud or
misrepresentation. In the absence of definitive regulatory guidance, the
Fund relies on FMR's research in an attempt to avoid situations where fraud
or misinterpretation could adversely affect the Fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the
loan or other indebtedness, the Fund has direct recourse against the
borrower, it may have to rely on the agent to apply appropriate credit
remedies against a borrower. If assets held by the agent for the benefit
of the Fund were determined to be subject to the claims of the agent's
general creditors, the Fund might incur certain costs and delays in
realizing payment on the loan or loan participation and could suffer a loss
of principal or interest.
Direct indebtedness purchased by the Fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the Fund to pay additional cash on demand. These commitments
may have the effect of requiring the Fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
the Fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
the Fund limits the amount of total assets that it will invest in any one
issuer or issuers within the same industry (see limitations 1 and 8). For
purposes of these limitations, the Fund generally will treat the borrower
as the "issuer" of indebtedness held by the Fund. In the case of loan
participations where a bank or other lending institution serves as
financial intermediary between the Fund and the borrower, if the
participation does not shift to the Fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the Fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as issuers for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict the Fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
LOWER-QUALITY DEBT SECURITIES. the Fund may purchase lower-q ualit y
debt securities (those rated Baa or lower by Moody's Investors Service,
Inc., or BBB by Standard & Poor's Corporation and unrated securities
judged by FMR to be of equivalent quality, which have poor protection
with respect to the payment of interest and repayment of principal. These
securities are often considered to be speculative and involve greater risk
of loss or price changes due to changes in the issuer's capacity to pay.
The market prices of lower-quality debt securities may fluctuate more than
those of higher-quality debt securities and may decline significantly in
periods of general economic difficulty which may follow periods of rising
interest rates. While the market for high-yield corporate debt securities
has been in existence for many years and has weathered previous economic
downturns, the 1980s brought a dramatic increase in the use of such
securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession. In fact, from 1989 to 1991, the percentage
of lower-quality debt securities that defaulted rose significantly above
prior levels, although the default rate decreased in 1992 and 1993.
The market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which can adversely
affect the prices at which the former are sold. If market quotations are
not available, lower-quality debt securities will be valued in accordance
with procedures established by the Trustees, including the use of outside
pricing services. Judgment plays a greater role in valuing high-yield
corporate debt securities than is the case for securities for which more
external sources for quotations and last-sale information are available.
Adverse publicity and changing investor perceptions may affect the ability
of outside pricing services to value lower-quality debt securities and the
Fund's ability to dispose of these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by the Fund. In considering
investments for the Fund, FMR will attempt to identify those issuers of
high-yielding securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the future.
FMR's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer.
the Fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the Fund's shareholders.
REPURCHASE AGREEMENTS. In a repurchase agreement, the Fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed-upon price on an agreed-upon date within a number of days from
the date of purchase. The resale price reflects the purchase price plus an
agreed-upon incremental amount of interest which is unrelated to the coupon
rate or maturity of the purchased security. A repurchase agreement
involves the obligation of the seller to pay the agreed-upon price, which
obligation is in effect secured by the value (at least equal to the amount
of the agreed upon resale price and marked to market daily) of the
underlying security. the Fund may enter into a repurchase agreement with
respect to any security in which it is authorized to invest. While it does
not presently appear possible to eliminate all risks from these
transactions (particularly the possibility of a decline in the market value
of the underlying securities, as well as delay and costs to the Fund in
connection with bankruptcy proceedings), it is the Fund's current policy to
limit repurchase agreement transactions to those parties whose
creditworthiness has been reviewed and found satisfactory to FMR.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment .
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the
Fund sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the Fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
the Fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the Fund's
assets and may be viewed as a form of leverage.
SECURITIES LENDING. the Fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the NYSE and a subsidiary of
FMR Corp.
Securities lending allows the Fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may
be delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that the Fund
may engage in loan transactions only under the following conditions: (1)
the Fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the Fund must be able to terminate
the loan at any time; (4) the Fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the Fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which the Fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SHORT SALES "AGAINST THE BOX." If the Fund enters into a short sale
against the box, it will be required to set aside securities equivalent in
kind and amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. the Fund will incur
transaction costs, including interest expense, in connection with opening,
maintaining, and closing short sales against the box.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the Fund's exposure to long- or
short-term interest rates (in the U.S. or abroad), foreign currency values,
mortgage securities, corporate borrowing rates, or other factors such as
security prices or inflation rates. Swap agreements can take many
different forms and are known by a variety of names. the Fund is not
limited to any particular form of swap agreement if FMR determines it is
consistent with the Fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a fee
by the other party. For example, the buyer of an interest rate cap obtains
the rights to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines
elements of buying a cap and selling a floor.
Swap agreements will tend to shift the Fund's investment exposure from one
type of investment to another. For example, if the Fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the Fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the Fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the Fund. If a swap
agreement calls for payments by the Fund, the Fund must be prepared to make
such payments when due. In addition, if the counterparty's
creditworthiness declined, the value of a swap agreement would be likely to
decline, potentially resulting in losses. the Fund expects to be able to
reduce its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
the Fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the
Fund enters into a swap agreement on a net basis, it will segregate assets
with a daily value at least equal to the excess, if any, of the Fund's
accrued obligations under the swap agreement over the accrued amount the
Fund is entitled to receive under the agreement. If the Fund enters into a
swap agreement on other than a net basis, it will segregate assets with a
value equal to the full amount of the Fund's accrued obligations under the
agreement.
INDEXED SECURITIES. the Fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
U.S. and abroad. At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values
may decline substantially if the issuer's creditworthiness deteriorates.
Recent issuers of indexed securities have included banks, corporations, and
certain U.S. government agencies. Indexed securities may be more volatile
than the underlying instruments.
WARRANTS. The Fund may invest in warrants which entitle the holder to buy
equity securities at a specific price for a specific period of time.
Warrants may be considered more speculative then certain other types of
investments in that they do not entitle a holder to dividends or voting
rights with respect to the securities which may be purchased, nor do they
represent any rights in the assets of the issuing company. The value of a
warrant may be more volatile than the value of the securities underlying
the warrants. Also, the value of the warrant does not necessarily change
with the value of the underlying securities and a warrant ceases to have
value if it is not exercised prior to the expiration date.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The Fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets, before engaging in any purchases or sales of futures
contracts or options on futures contracts. The Fund intends to comply with
Rule 4.5 under the Commodity Exchange Act, which limits the extent to which
the Fund can commit assets to initial margin deposits and option premiums.
In addition to the above limitations, the Fund will not: (a) sell futures
contracts, purchase put options, or write call options if, as a result,
more than 25% of the Fund's total assets would be hedged with futures and
options under normal conditions; (b) purchase futures contracts or write
put options if, as a result, the Fund's total obligations upon settlement
or exercise of purchased futures contracts and written put options would
exceed 25% of its total assets; or (c) purchase call options if, as a
result, the current value of option premiums for call options purchased by
the Fund would exceed 5% of the Fund's total assets. These limitations do
not apply to options attached to or acquired or traded together with their
underlying securities, and do not apply to securities that incorporate
features similar to options.
The above limitations on the Fund's investments in futures contracts and
options, and the Fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, are not
fundamental policies and may be changed as regulatory agencies permit.
FUTURES CONTRACTS. When the Fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future date.
When the Fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the Fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's 500 Composite Index of 500
Stocks (S&P 500). Futures can be held until their delivery dates, or can
be closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the Fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it
had purchased the underlying instrument directly. When the Fund sells a
futures contract, by contrast, the value of its futures position will tend
to move in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the Fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the Fund, the Fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the Fund.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the Fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the Fund
pays the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The Fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the Fund will lose the entire premium it paid. If the Fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The Fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the Fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the Fund assumes the obligation to pay
the strike price for the option's underlying instrument if the other party
to the option chooses to exercise it. When writing an option on a futures
contract the Fund will be required to make margin payments to an FCM as
described above for futures contracts. The Fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the Fund has written, however, the
Fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the Fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those
of writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
COMBINED POSITIONS. The Fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, the Fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a
futures contract. Another possible combined position would involve writing
a call option at one strike price and buying a call option at a lower
price, in order to reduce the risk of the written call option in the event
of a substantial price increase. Because combined options positions
involve multiple trades, they result in higher transaction costs and may be
more difficult to open and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the Fund's current or
anticipated investments exactly. the Fund may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which it typically invests,
which involves a risk that the options or futures position will not track
the performance of the Fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the Fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The Fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the Fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the Fund
to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the Fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the Fund's access to other assets held to cover its options or
futures positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows the
Fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The
Fund may purchase and sell currency futures and may purchase and write
currency options to increase or decrease its exposure to different foreign
currencies. The Fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the Fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the Fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the Fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the Fund's investments exactly over
time.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. the Fund will comply
with guidelines established by the SEC with respect to coverage of options
and futures strategies by mutual funds, and if the guidelines so require
will set aside appropriate liquid assets in a segregated custodial account
in the amount prescribed. Securities held in a segregated account cannot
be sold while the futures or option strategy is outstanding, unless they
are replaced with other suitable assets. As a result, there is a
possibility that segregation of a large percentage of the Fund's assets
could impede portfolio management or the Fund's ability to meet redemption
requests or other current obligations.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the Fund by FMR pursuant to authority contained in the management
contract. FMR is also responsible for the placement of transaction orders
for other investment companies and accounts for which it or its affiliates
act as investment adviser. In selecting broker-dealers subject to
applicable limitations of the federal securities laws, FMR will consider
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Generally , commissions for foreign investments traded
will be higher than for U.S. investments and may not be subject to
negotiation.
The Fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the Fund or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the Fund may be useful to FMR in rendering investment management
services to the Fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the Fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
the Fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers
viewed in terms of a particular transaction or FMR's overall
responsibilities to the Fund and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the Fund or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI), and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. Prior to September 4, 1992, FBSL operated under the name
of Fidelity Portfolio Services, Ltd. (FPSL), as a wholly-owned subsidiary
of Fidelity International Limited (FIL). Edward C. Johnson 3d is Chairman
of FIL. Mr. Johnson 3d, Johnson family members, and various trusts for the
benefit of the Johnson family own, directly or indirectly, more than 25% of
the voting common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by the Fund toward payment of the Fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
Fund and review the commissions paid by the Fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the Fund.
For the fiscal years ended September 30, 1994 and 1993, the Fund's annual
portfolio turnover rate was ___%, and ___%, respectively.
For the fiscal years ended September 30, 1994, 1993, and 1992, the Fund
paid brokerage commissions of $________, $_______, and $_______,
respectively. During fiscal 1994, $______ or approximately __% of these
commissions were paid to brokerage firms that provided research services,
although the providing of such services was not necessarily a factor in the
placement of all of this business with such firms. the Fund pays both
commissions and spreads in connection with the placement of portfolio
transactions; FBSI is paid on a commission basis. During fiscal 1994,
1993, and 1992, the Fund paid brokerage commissions of $_______, $______,
and $______, respectively, to FBSI. During fiscal 1994 this amounted to
approximately ___% of the aggregate brokerage commissions paid by the Fund
for transactions involving ___% of the aggregate dollar amount of
transactions in which the Fund paid brokerage commissions. The difference
between percentage of brokerage commissions paid to, and the percentage of
the dollar amount of transactions effected through FBSI is a result of the
lower commission rates charged by FBSI.
From time to time the Trustees will review whether the recapture for the
benefit of the Fund of some portion of the brokerage commissions or similar
fees paid by the Fund on portfolio transactions is legally permissible and
advisable. the Fund seeks to recapture soliciting dealer fees on the tender
of portfolio securities, but at present no other recapture arrangements are
in effect. The Trustees intend to continue to review whether recapture
opportunities are available and are legally permissible and, if so, to
determine, in the exercise of their business judgment, whether it would be
advisable for the Fund to seek such recapture.
Although the Trustees and officers of the Fund are substantially the same
as those of other funds managed by FMR, investment decisions for the Fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds or accounts are
managed by the same investment adviser, particularly when the same security
is suitable for the investment objective of more than one fund or account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable to each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the Fund is concerned. In other cases,
however, the ability of the Fund to participate in volume transactions will
produce better executions and prices for the Fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the Fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the
primary market or exchange on which they trade. Most equity securities for
which the primary market is the U.S. are valued at last sale price or, if
no sale has occurred, at the closing bid price. Most equity securities for
which the primary market is outside the U.S. are valued using the official
closing price or the last sale price in the principal market where they are
traded. If the last sale price (on local exchange) is unavailable, the last
evaluated quote or last bid price is normally used. Short-term securities
are valued either at amortized cost or at original cost plus accrued
interest, both of which approximate current value. Convertible securities
and fixed-income securities are valued primarily by a pricing service that
uses a vendor security valuation matrix which incorporates both
dealer-supplied valuations and electronic data processing techniques. This
twofold approach is believed to more accurately reflect fair value because
it takes into account appropriate factors such as institutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type
of issue, trading characteristics, and other market data, without exclusive
reliance upon quoted, exchange, or over-the-counter prices. Use of pricing
services has been approved by the Board of Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by the Fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as
well as corporate bonds, U.S. government securities, money market
instruments, and repurchase agreements, is substantially completed each day
at the close of the NYSE. The values of any such securities held by the
Fund are determined as of such time for the purpose of computing the Fund's
net asset value (NAV). Foreign security prices are furnished by independent
brokers or quotation services which express the value of securities in
their local currency. Service gathers all exchange rates daily at the close
of the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currency into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then the security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
PERFORMANCE
Class A, Class B and Initial Shares may quote their performance in various
ways. All performance information supplied in advertising is historical
and is not intended to indicate future returns. Share price and total
return fluctuate in response to market conditions and other factors, and
the value of shares when redeemed may be more or less than their original
cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of return, including the effect of reinvesting dividends and
capital gain distributions, and any change in the NAV over the period.
Average annual total returns are calculated by determining the growth or
decline in value of a hypothetical historical investment over a stated
period, and then calculating the annually compounded percentage rate that
would have produced the same result if the rate of growth or decline in
value had been constant over the period. For example, a cumulative return
of 100% over ten years would produce an average annual total return of
7.18%, which is the steady annual return that would equal 100% growth on a
compounded basis in ten years. While average annual total returns are a
convenient means of comparing investment alternatives, investors should
realize that performance is not constant over time, but changes from year
to year, and that average annual returns represent averaged figures as
opposed to actual year-to-year performance.
In addition to average annual total returns, unaveraged or cumulative
total returns reflecting the simple change in value of an investment over a
stated period may be quoted. Average annual and cumulative total returns
may be quoted as a percentage or as a dollar amount, and may be calculated
for a single investment, a series of investments, and/or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. An example of this type of
illustration is given on page 17. Total returns may be quoted with or
without taking the maximum sales charge into account. Total returns may be
quoted on a before-tax or after-tax basis. Excluding the sales charge from
a total return calculation produces a higher total return figure. Total
returns and other performance information may be quoted numerically or in a
table, graph or similar illustration.
The following chart shows total returns for each class for the period
ended September 30, 1994.
Fidelity Advisor Strategic Opportunities Fund - Class A**
Average Annual Total Returns** Cumulative Total Returns**

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
One Year Five Year Life of Fund* One Year Five Year Life of Fund*

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
___% ___% ___% ___% ___% ____%

</TABLE>

Fidelity Advisor Strategic Opportunities Fund - Class B***
Average Annual Total Returns** Cumulative Total Returns**

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
One Year Five Year Life of Fund* One Year Five Year Life of Fund*

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
___% ___% ___% ___% ___% ____%

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Average Annual Total Returns+ Cumulative Total Returns+

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
One Year Five Year Life of Fund* One Year Five Year Life of Fund*

___% ___% ___% ___% ___% ___%

</TABLE>

* Life of Fund: December 31, 1983 (Commencement of Operations) to
September 30, 1994
** Class A's average annual returns include the effect of the maximum sales
charge. Cumulative returns do not include the effect of this charge and
would have been lower if it had been taken into account. The total return
figures are adjusted to show what total return would have been for the
Class A shares had that been available since the Fund's commencement of
operations on December 31, 1983. The Fidelity Advisor Strategic
Opportunities Fund - Class A commenced operations on August 20, 1986. On
January 1, 1987, Class A imposed a .65% 12b-1 fee, which is not reflected
in returns prior to that date. Because it has higher expenses, total
returns for the Fidelity Advisor Strategic Opportunities - Class A will be
lower than for the Fidelity Advisor Strategic Opportunities Fund - Initial
Class (which is closed to new shareholders) at any given time.
*** Average annual total returns include the effect of the maximum
contingent deferred sales charge (CDSC) applicable at the end of the stated
period. Cumulative total returns do not include the effect of the CDSC and
would have been lower if it had been taken into account. Initial offering
of Class B shares was on June 30, 1994, at which time a 1.00% 12b-1 fee
(inclusive of .25% shareholder service fee) was imposed and is not
reflected in returns prior to that date. Returns are lower
since these fees are taken into account.
+ Average Annual Total Returns include the effect of Initial Share's
maximum 4.75% sales charge. Cumulative total returns do not include effect
of this charge and would have been lower if it had been taken into
account.
PERFORMANCE COMPARISONS. Performance may be compared to the performance of
other mutual funds in general, or to the performance of particular types of
mutual funds. The comparisons may be expressed as mutual fund rankings
prepared by Lipper Analytical Services, Inc. (Lipper), an independent
service located in Summit, New Jersey that monitors the performance of
mutual funds. Lipper generally ranks funds on the basis of total return,
assuming reinvestment of dividends, but does not take sales charges or
redemption fees or tax consequences into consideration. Lipper may also
rank funds based on yield. In addition to mutual fund rankings,
performance may be compared to mutual fund performance indices prepared by
Lipper.
From time to time, performance may also be compared to other mutual funds
tracked by financial or business publications and periodicals. For
example, Morningstar, Inc. may be quoted in its advertising materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds
on the basis of risk-adjusted performance. Rankings that compare the
performance of Fidelity funds to one another in appropriate categories over
specific periods of time may also be quoted in advertising.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. For
example, Fidelity's Asset Allocation Program materials may include:
computerized investment planning software; a workbook describing general
principles of investing, such as asset allocation, diversification, risk
tolerance, and goal setting; a questionnaire designed to help create a
personal financial profile; and an action plan offering investment
alternatives.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the Consumer Price Index
(CPI)), and combinations of various capital markets. The performance of
these capital markets is based on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order
to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with the
security types in any capital market may or may not correspond directly to
those of the Fund. Ibbotson calculates total returns in the same method as
the Fund. Performance comparisons may also be made to that of other
compilations or indices that may be developed and made available in the
future.
Performance may also be compared to that of the S&P 500, the Dow Jones
Industrial Average (the DOW or DJIA),the Dimensional Fund Advisors (DFA)
Small Company Fund, and the NASDAQ Composite Index (NASDAQ). The S&P 500
and the DOW are widely recognized, unmanaged indices of common stock
prices. The performance of the S&P 500 is based on changes in the prices
of stocks comprising the index and assumes the reinvestment of all
dividends paid on such stocks. Taxes, brokerage commissions and other fees
are disregarded in computing the level of the S&P 500 and the DJIA. The
DFA is a market-value-weighted index of the ninth and tenth deciles of the
NYSE, plus stocks listed on the American Stock Exchange (AMEX) and
over-the-counter (OTC) with the same or less capitalization as the
upperbound of the NYSE ninth decile stocks.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college; and
charitable giving. In addition, Fidelity may quote financial or business
publications or periodicals, including model portfolios or allocations, as
they relate to fund management, investment philosophy, and investment
techniques.
Each class may present its fund number, Quotron(trademark) number,
and CUSIP number, and discuss or quote its current portfolio manager.
Each class may be quoted in advertising and other types of
literature as compared to certificates of deposit (CDs), bank-issued money
market instruments, and money market mutual funds. Unlike CDs and money
market instruments, money market mutual funds and shares of each class
of the Fund are not insured by the FDIC.
According to the Investment Company Institute, over the past ten years,
assets in equity mutual funds increased from $75.8 billion in 1983 to
approximately $659.3 billion at the end of 1993. As of ____, FMR managed
approximately $__ billion in equity assets, as defined and tracked by
Lipper. From time to time the Fund may compare FMR's equity assets under
management with that of other investment advisers.
VOLATILITY. Various measures of volatility and benchmark correlation may
be quoted in advertising. In addition, the Fund may compare these measures
to those of other funds. Measures of volatility seek to compare historical
share price fluctuations or total returns to those of a benchmark.
Measures of benchmark correlation indicate how valid a comparative
benchmark may be. All measures of volatility and correlation are
calculated using averages of historical data.
MOVING AVERAGES. Performance may be illustrated using moving averages. A
long-term moving average is the average of each week's adjusted closing NAV
for a specified period. A short-term moving average is the average of each
day's adjusted closing NAV for a specified period. Moving Average Activity
Indicators combine adjusted closing NAVs from the last business day of each
week with moving averages for a specified period to produce indicators
showing when an NAV has crossed, stayed above, or stayed below its moving
average. On _____,1994, Initial Shares and C lass A 13-week and
39-week long-term moving averages were $___ and $___, respectively.
MOMENTUM INDICATORS indicate each Class's price movements over specific
periods of time. Each point on the momentum indicator represents the
percentage change in price movements over that period.
NET ASSET VALUE. Charts and graphs using net asset values, adjusted net
asset values, and benchmark indices may be used to exhibit performance. An
adjusted NAV includes any distributions paid by the Fund and reflects all
elements of its return. Unless otherwise indicated, each class's
adjusted NAVs are not adjusted for sales charges, if any.
Examples of the effects of periodic investment plans, including the
principle of dollar cost averaging may be advertised. In such a program,
an investor invests a fixed dollar amount in a portfolio at periodic
intervals, thereby purchasing fewer shares when prices are high and more
shares when prices are low. While such a strategy does not assure a profit
or guard against loss in a declining market, the investor's average cost
per share can be lower than if a fixed numbers of shares had been purchased
at the same intervals. In evaluating such a plan, investors should
consider their ability to continue purchasing shares through periods of low
price levels.
Class A and Class B shares may be available for purchase through
retirement plans or other programs offering deferral of, or exemption from,
income taxes, which may produce superior after-tax returns over time. For
example, a $1,000 investment earning a taxable return of 10% annually would
have an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent
tax-deferred investment would have an after-tax value of $2,100 after ten
years, assuming tax was deducted at a 31% rate from the tax-deferred
earnings at the end of the ten-year period.
HISTORICAL FUND RESULTS. The following chart shows the income and capital
elements of Initial Share 's year-by-year total returns from December
31, 1983 (commencement of operations of the Fund) through September 30,
1994. The chart compares the Fund's return to the record of the S&P 500,
NASDAQ, the DJIA and the cost of living measured by the CPI over the same
period. The comparisons to the S&P 500 and the DJIA show how the
Initial Share 's total return compared to the record of a broad
average of common stock prices, and a narrower set of stocks of major
industrial companies, respectively. Initial Shares has the ability
to invest in securities not included in either index, and its investment
portfolio may or may not be similar in composition to the indices. The S&P
500 and DJIA are based on the prices of unmanaged groups of stocks and,
unlike the Initial Share 's returns, their returns do not include the
effect of paying brokerage commissions and other costs of investing.
During the period from December 31, 1983 (commencement of operations of
the Fund) to September 30, 1994 a hypothetical investment of $10,000 in
Initial Shares would have grown to $_____ after deduction of the
Fund's 4.75% maximum front-end sales charge and assuming all distributions
were reinvested. This was a period of widely fluctuating stock prices, and
should not be considered representative of the dividend income or capital
gain or loss that could be realized from an investment in the Fund today.

<TABLE>
<CAPTION>
<S> <C>
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND - INITIAL SHARES INDICES

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Value of Value of Value of

Initial Reinvested Cost

Period $10,000 Income Capital Gain Total of

Ended Investment Distributions Distributions Value NASDAQ S&P 500 DJIA Living**

</TABLE>

9/30/84* $ $ 0 $ 0 $ $ $ $ $

9/30/85

9/30/86

9/30/87

9/30/88

9/30/89

9/30/90

9/30/91

9/30/92

9/30/93

9/30/94

* From Commencement of Operations, December 31, 1983 to September 30,
1984.
** From the month-end closest to the initial investment date.
EXPLANATORY NOTES: With an initial investment of $10,000 made on December
31, 1983, the net amount invested in Initial Shares was $_____, assuming
the current 4.75% maximum front-end sales charge was deducted as if it had
been in effect at that time. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (that is, their cash value at the time
they were reinvested), amounted to $35,472. If distributions had not been
reinvested, the amount of distributions earned from Initial Shares over
time would have been smaller, and the cash payments for the period would
have come to $_____ for income dividends and $____ for capital gain
distributions.

<TABLE>
<CAPTION>
<S> <C>
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND - CLASS A INDICES

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Value of Value of Value of

Initial Reinvested Cost

Period $10,000 Income Capital Gain Total of

Ended Investment Distributions Distributions Value NASDAQ S&P 500 DJIA Living**

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
9/30/84* $ $ 0 $ 0 $ $ $ $ $

9/30/85

9/30/86

9/30/87

9/30/88

9/30/89

9/30/90

9/30/91

9/30/92

9/30/93

9/30/94

</TABLE>

* From Commencement of Operations of Initial Class December 31,
1983 to September 30, 1984.
** From the month-end closest to the initial investment date.
Class A shares commenced operations on August 20, 1986. A hypothetical
investment of $10,000 in Class A on December 31, 1983 would have grown to
$_________, including the effect of the maximum 4.75% sales charge but
excluding the effects of the .65% 12b-1 fee and other Class A specific
expenses prior to August 20, 1986, and assuming all dividends were
reinvested. If distributions had not been reinvested, the amount of
distributions earned from Class A over time would have been smaller, and
the cash payments for the period would have come to $_____ for income
dividends and $_____ for capital gain distributions.
TRADITION OF PERFORMANCE. Fidelity's tradition of performance is achieved
through:
(medium solid bullet) MONEY MANAGEMENT: a proud tradition of money
management motivated by the expectation of excellence backed by solid
analysis and worldwide resources. Fidelity employs a bottom-up approach to
security selection based upon in-depth analysis of the Fundamentals of that
investment opportunity.
(medium solid bullet) INNOVATION: constant attention to the changing needs
of today's investors and vigilance to the opportunities that arise from
changing global markets. Research is central to Fidelity's investment
decision-making process. Fidelity's greatest resource--over 200 skilled
investment professionals--is supported with the most sophisticated
technology available.
Fidelity provides:
(medium solid bullet) Global research resources: an opportunity to
diversify portfolios and share in the growth of markets outside the United
States.
(medium solid bullet) In-house, proprietary bond-rating system, constantly
updated, which provides extremely sensitive credit analysis.
(medium solid bullet) Comprehensive chart room with over 1500 exhibits to
provide sophisticated charting of worldwide economic, financial, and
technical indicators, as well as to provide tracking of over 800 individual
stocks for portfolio managers.
(medium solid bullet) State-of-the-art trading desk, with access to over
200 brokerage houses, providing real-time information to achieve the best
executions and optimize the value of each transaction.
(medium solid bullet) Use of extensive on-line computer-based research
services.
(medium solid bullet) SERVICE: Timely, accurate and complete reporting.
Prompt and expert attention when an investor or an investment professional
needs it.
ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION
the Fund is open for business and the NAV of each class is calculated each
day that the NYSE is open for trading. The NYSE has designated the
following holiday closings for the remainder of 1994 and 1995: Christmas
Day (observed), New Year's Day (observed) Presidents' Day, Good Friday,
Memorial Day, Independence Day (observed), Labor Day, and
Thanksgiving Day . Although FMR expects the same holiday schedule to
be observed in the future, the NYSE may modify its holiday schedule at any
time. On any day that the NYSE closes early, or as permitted by the SEC,
the right is reserved to advance the time on that day by which purchase and
redemption orders must be received. To the extent that portfolio
securities are traded in other markets on days the NYSE is closed, each
class' NAV may be affected on days when investors do not have access to
each class to purchase or redeem shares. Certain Fidelity funds may follow
different holiday closing schedules.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the NAV of each class. Shareholders receiving any such
securities or other property on redemption may realize a gain or loss for
tax purposes, and will incur any costs of sale, as well as the associated
inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act (the Rule), the Fund is required
to give shareholders at least 60 days' notice prior to terminating or
modifying its exchange privilege. Under the Rule, the 60-day notification
requirement may be waived if (i) the only effect of a modification would be
to reduce or eliminate an administration fee, redemption fee, or deferred
sales charge ordinarily payable at the time of exchange, or (ii) the Fund
suspends the redemption of the shares to be exchanged as permitted under
the 1940 Act or the rules and regulations thereunder, or the Fund to be
acquired suspends the sale of its shares because it is unable to invest
amounts effectively in accordance with its investment objective and
policies.
In the prospectus, the Fund has notified shareholders that it reserves the
right, at any time without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the Fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
PURCHASE INFORMATION
As provided for in Rule 22d-1 under the 1940 Act, Distributors exercises
its right to waive the Class A and Initial shares maximum 4.75% sales
charge in connection with the Fund's merger with or acquisition of any
investment company or trust.
CLASS A AND INITIAL SHARES NET ASSET VALUE PURCHASES. Sales charges do
not apply to shares purchased: (1) by registered representatives, bank
trust officers and other employees (and their immediate families) of
investment professionals having agreements with Distributors; (2) by a
current or former Trustee or officer of a Fidelity fund or a current or
retired officer, director or regular employee of FMR Corp. or its direct or
indirect subsidiaries (a "Fidelity Trustee or employee"), the spouse of a
Fidelity Trustee or employee, a Fidelity Trustee or employee acting as
custodian for a minor child, or a person acting as trustee of a trust for
the sole benefit of the minor child of a Fidelity Trustee or employee; (3)
by a charitable organization (as defined in Section 501(c)(3) of the
Internal Revenue Code) investing $100,000 or more; (4) by a charitable
remainder trust or life income pool established for the benefit of a
charitable organization (as defined in Section 501(c)(3) of the Internal
Revenue Code); (5) by trust institutions (including bank trust departments)
investing on their own behalf of their clients; (6) in accounts as to which
a bank or broker-dealer charges an asset-based management fee, provided the
bank or broker-dealer has an agreement with Distributors; (7) as part of an
employee benefit plan (including Fidelity-Sponsored 403(b) and Corporate
IRA programs, but otherwise as defined in the Employee Retirement Income
Security Act (ERISA)) maintained by a U.S. employer having more than 200
eligible employees, or a minimum of $1,000,000 invested in Fidelity Advisor
mutual funds, and the assets of which are held in a bona fide trust for the
exclusive benefit of employees participating therein; (8) in a Fidelity or
a Fidelity Advisor IRA account purchased with the proceeds of a
distribution from an employee benefit plan having more than 200 eligible
employees, or $1,000,000 invested in Fidelity Advisor mutual funds; (9) by
an insurance company separate account used to fund annuity contracts
purchased by employee benefit plans (including 403(b) programs, but
otherwise as defined in ERISA), which, in the aggregate, have either more
than 200 eligible employees or a minimum of $1,000,000 invested in Fidelity
Advisor mutual funds; (10) by any state, county, or city, or any
governmental instrumentality, department, authority or agency; or (11) with
redemption proceeds from other mutual fund complexes on which the investor
has paid a front-end sales charge only.
A sales load waiver form must accompany these transactions.
CLASS B WAIVERS. The contingent deferred sales charge (CDSC) on Class B
may be waived in the case of disability or death provided that the
redemption is made within one year following the death or initial
determination of disability, or in connection with a total or partial
redemption made in connection with certain distributions from retirement
plan accounts.
Distributors compensates securities dealers and banks having agreements
with Distributors (investment professionals), who sell Class A and Class B
shares according to the schedule in each prospectus. Distributors
compensates investment professionals with a fee of .25% on purchases of $1
million or more, except for purchases made through a bank or bank
affiliated broker-dealer that qualify for a Class A Sales Charge Waiver
described in the prospectus. All assets on which the .25% fee is paid must
remain within the Fidelity Advisor Funds (including shares exchanged into
Daily Money Fund and Daily Tax-Exempt Money Fund) for a period of one
uninterrupted year or the investment professional will be required to
refund this fee to Distributors. Purchases by insurance company separate
accounts will qualify for the .25% fee only if an insurance company's
client relationship underlying the separate account exceeds $1 million. It
is the responsibility of the insurance company to maintain records of
purchases by any such client relationship. Distributors may request
records evidencing any fees payable through this program.

A Class A or Class B investor may qualify for a reduction in the
sales charge under the following programs:
QUANTITY DISCOUNTS. Reduced sales charges are applicable to purchases of
Class A shares of the Fund in amounts of $50,000 or more of the Fund alone
or in combination with purchases of Class A and Class B shares of certain
other Fidelity Advisor Funds made at any one time (including Daily Money
Fund and Daily Tax-Exempt Money Fund shares acquired by exchange from any
Fidelity Advisor Fund with a sales charge). To obtain the reduction of the
front-end sales charge, you or your investment professional must notify the
Transfer Agent at the time of purchase whenever a quantity discount is
applicable to your purchase. Upon such notification, you will receive the
lowest applicable front-end sales charge.
In addition to investing at one time in any combination of funds in an
amount entitling you to a reduced front-end sales charge, you may qualify
for a reduction in the front-end sales charge under the following programs:
COMBINED PURCHASES. When you invest in Class A shares for several
accounts at the same time, you may combine these investments into a single
transaction if purchased through one investment professional, and if the
total is at least $50,000. The following may qualify for this privilege:
an individual, or "company" as defined in Section 2(a)(8) of the 1940 Act;
an individual, spouse, and their children under age 21 purchasing for his,
her, or their own account; a trustee, administrator or other fiduciary
purchasing for a single trust estate or single fiduciary account or for a
single or a parent-subsidiary group of "employee benefit plans" (as defined
in Section 3(3) of ERISA); and tax-exempt organizations under Section
501(c)(3) of the Internal Revenue Code.
RIGHTS OF ACCUMULATION. Your "Rights of Accumulation" permit reduced
front-end sales charges on any future purchases after you have reached a
new breakpoint in the Class A sales charge schedule (see the Class A
prospectus for the front-end sales charge schedule). You can add the value
of existing Fidelity Advisor Fund Class A and Class B shares, held by you,
your spouse, and your children under age 21 determined at the previous
day's NAV at the close of business, to the amount of your new purchase
valued at the current offering price to determine your reduced front-end
sales charge. You can also add shares of Daily Money Fund and shares of
Daily Tax-Exempt Money Fund, provided they were acquired for by exchange
from any Fidelity Advisor Fund with a sales charge, to the amount of your
new purchase.
LETTER OF INTENT. If you anticipate purchasing $50,000 or more of Class A
shares of the Fund alone or in combination with Class A and Class B shares
of other Fidelity Advisor Funds within a 13-month period, you may obtain
Class A shares at the same reduced front-end sales charge as though the
total quantity were invested in one lump sum, by filing a nonbinding Letter
of Intent (the Letter) within 90 days of the start of the purchases. Each
investment you make after signing the Letter will be entitled to the
front-end sales charge applicable to the total investment indicated in the
Letter. For example, a $2,500 purchase toward a $50,000 Letter would
receive the same reduced front-end sales charge as if the $50,000 had been
invested at one time. To ensure that the reduced front-end sales charge
will be received on future purchases, you or your Transfer Agent that the
Letter is in effect each time Class A or Class B shares are purchased.
Neither income dividends nor capital gain distributions taken in additional
shares will apply toward the completion of the Letter.
Your initial investment must be at least 5% of the total amount you plan
to invest. Out of the initial purchase, 5% of the dollar amount specified
in the Letter will be registered in your name and held in escrow. The
Class A shares held in escrow cannot be redeemed or exchanged until the
Letter is satisfied or the additional front-end sales charges have been
paid. You will earn income dividends and capital gain distributions on
escrowed Class A shares. The escrow will be released when your purchase of
the total amount has been completed. You are not obligated to complete the
Letter.
If you purchase more than the amount specified in the Letter and qualify
for a further front-end sales charge reduction, the sales charge will be
adjusted to reflect your total purchase at the end of 13 months. Surplus
funds will be applied to the purchase of additional Class A shares at the
then current offering price applicable to the total purchase.
If you do not complete your purchase under the Letter within the 13-month
period, your front-end sales charge will be adjusted upward, corresponding
to the amount actually purchased, and if after 30 days' written notice, you
do not pay the increased front-end sales charge, sufficient escrowed Class
A shares will be redeemed to pay such charge.
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM. You can make regular
investments in Class A or Class B shares of the Fund or other Fidelity
Advisor Funds with the Systematic Investment Program by completing the
appropriate section of the account application and attaching a voided
personal check with your bank's magnetic ink coding number across the
front. If your bank account is jointly owned, be sure that all owners
sign. Investments may be made by automatically deducting $100 or more from
your bank checking account. You may change the amount of your monthly
purchase at any time. There is a $1,000 minimum initial investment
requirement for Systematic Investment Program.
Your account will be drafted on or about the first business day of every
month. Class A or Class B shares will be purchased at the offering price
next determined following receipt of the order by the Transfer Agent. You
may cancel your participation in the Systematic Investment Program at any
time without payment of a cancellation fee. You will receive a
confirmation from the Transfer Agent for every transaction, and a debit
entry will appear on your bank statement.
EXCHANGE INFORMATION
FIDELITY ADVISOR SYSTEMATIC EXCHANGE PROGRAM. With the Systematic
Exchange Program, you can exchange a specific dollar amount of Class A or
Class B shares into the same class of other Fidelity Advisor Funds on a
monthly, quarterly or semiannual basis.
1. The account from which the exchanges are to be processed must have a
minimum value of $10,000 before you may elect to begin exchanging
systematically. The account into which the exchanges are to be processed
must be an existing account with a minimum balance of $1,000.
2. Both accounts must have identical registrations and taxpayer
identification numbers. The minimum amount to be exchanged systematically
is $100.
3. Systematic Exchanges will be processed at the NAV determined on the
transaction date, except that Systematic Exchanges into a Fidelity Advisor
Fund from any eligible money market fund will be processed at the offering
price next determined on the transaction date, unless the shares were
acquired by exchange from another Fidelity Advisor Fund.
REDEMPTION INFORMATION
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A or
Class B shares you may reinvest an amount equal to all or a portion of the
redemption proceeds in the same class of Fund or any of the other Fidelity
Advisor Funds, at the NAV next determined after receipt of your investment
order, provided that such reinvestment is made within 30 days of
redemption. No charge currently is made for reinvestment in Class A or
Class B shares of the Fund. You must reinstate your shares into an account
with the same registration. This privilege may be exercised only once by a
shareholder with respect to the Fund.
FIDELITY SYSTEMATIC WITHDRAWAL PROGRAM. If you own Class A shares or
Initial Shares worth $10,000 or more, you can have monthly, quarterly
or semiannual checks sent from your account to you, to a person named by
you, or to your bank checking account. You may obtain information about
the Systematic Withdrawal Program by contacting your investment
professional. Your Systematic Withdrawal Plan payments are drawn from
front-end share redemptions. If Systematic Withdrawal Program redemptions
exceed income dividends earned on your shares, your account eventually may
be exhausted. Since a front-end sales charge is applied on new shares you
buy, it is to your disadvantage to buy Class A shares or Initial Shares
while also making systematic redemptions.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, the Transfer Agent may reinvest your distributions
at the then-current NAV. All subsequent distributions will then be
reinvested until you provide the Transfer Agent with alternate
instructions.
DIVIDENDS. A portion of the Fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the Fund's income is derived from qualifying dividends.
Because the Fund may also earn other types of income, such as interest,
income from securities loans, non-qualifying dividends and short-term
capital gains, the percentage of dividends from the equity portfolios that
qualify for the deduction will generally be less than 100%. the Fund will
notify corporate shareholders annually of the percentage of Fund dividends
which qualify for the dividends received deduction. A portion of the
Fund's dividends derived from certain U.S. Government obligations may be
exempt from state and local taxation. Gains (losses) attributable to
foreign currency fluctuations are generally taxable as ordinary income and
therefore will increase (decrease) dividend distributions. the Fund will
send each shareholder a notice in January describing the tax status of
dividends and capital gain distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the
Fund on the sale of securities and distributed to shareholders are
federally taxable as long-term capital gains regardless of the length of
time that shareholders have held their shares. If a shareholder receives a
long-term capital gain distribution on shares of the Fund, and such shares
are held six months or less and are sold at a loss, the portion of
the loss equal to the amount of the long-term capital gain distribution
will be considered a long-term loss for tax purposes.
Short-term capital gains distributed by the Fund are taxable to
shareholders as dividends, not as capital gains. Distributions from the
short-term capital gains do not qualify for the dividends received
deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Because the Fund does
not currently anticipate that securities of foreign corporations will
constitute more than 50% of its total assets at the end of its fiscal year,
shareholders should not expect to claim a foreign tax credit or deduction
on their federal income tax returns with respect to foreign taxes withheld.
TAX STATUS OF THE FUND. the Fund has qualified and intends to continue to
qualify as a "regulated investment company" for tax purposes, so that it
will not be liable for federal tax on income and capital gains distributed
to shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes, the Fund intends to
distribute substantially all of its net investment income and realized
capital gains within each calendar year as well as on a fiscal year basis.
the Fund also intends to comply with other tax rules applicable to
regulated investment companies, including a requirement that capital gains
from the sale of securities held for less than three months must constitute
less than 30% of the Fund's gross income for each fiscal year. Gains from
some forward currency contracts, futures contracts, and options are
included in this 30% calculation, which may limit the Fund's investments in
such instruments.
If the Fund purchases shares in certain foreign investment entities,
called passive foreign investment companies (PFICs), it may be subject to
U.S. federal income tax on a portion of any excess distribution or gain
from the disposition of such shares. Interest charges may also be imposed
on the Fund with respect to deferred taxes arising from such distributions
or gains.
the Fund is treated as a separate entity from the other funds of Fidelity
Advisor Series VIII for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the Fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders of a Fund may be subject to
state and local taxes on distributions received from the Fund. Investors
should consult their tax advisors to determine whether the Fund is suitable
for their particular tax situation.
FMR
FMR is a wholly owned subsidiary of FMR Corp., a parent company organized
in 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions as follows: Fidelity Service Co.
(Service), which is the transfer and shareholder servicing agent for
certain of the Funds advised by FMR; Fidelity Investments Institutional
Operations Company (FIIOC), which performs shareholder servicing functions
for certain institutional customers; and Fidelity Investments Retail
Marketing Company, which provides marketing services to various companies
within the Fidelity organization.
Several affiliates of FMR also are engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory and administrative services to retirement plans and corporate
employee benefit accounts. FMR U.K. and FMR Far East, both wholly owned
subsidiaries of FMR formed in 1986, supply investment research and may
supply portfolio management services to FMR in connection with certain
funds advised by FMR. Analysts employed by FMR, FMR U.K., and FMR Far East
research and visit thousands of domestic and foreign companies each year.
FMR Texas Inc., a wholly owned subsidiary of FMR formed in 1989, supplies
portfolio management and research services in connection with certain money
market funds advised by FMR.

TRUSTEES AND OFFICERS
The Board of Trustees and executive officers of the Fund are listed below.
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. All persons named as
Trustees and officers also serve in similar capacities for other funds
advised by FMR. Unless otherwise noted, the business address of each
Trustee and officer is 82 Devonshire Street, Boston, Massachusetts 02109,
which is also the address of FMR. Those Trustees who are "interested
persons" (as defined in the 1940 Act) by virtue of their affiliation with
either the Fund or FMR, are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief Executive
Officer 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 FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is a
consultant to Western Mining Corporation (1994). Prior to February 1994,
he was President of Greenhill Petroleum Corporation (petroleum exploration
and production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous
waste, 1993), and CH2M Hill Companies (engineering). In addition, he
served on the Board of Directors of the Norton Company (manufacturer of
industrial devices, 1983-1990) and continues to serve on the Board of
Directors of the Texas State Chamber of Commerce, and is a member of
advisory boards of Texas A&M University and the University of Texas at
Austin.
PHYLLIS BURKE DAVIS, P.O. Box 264, Bridgehampton, NY, Trustee (1992).
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she serves as a Director of the New York
City Chapter of the National Multiple Sclerosis Society, and is a member of
the Advisory Council of the International Executive Service Corps. and the
President's Advisory Council of The University of Vermont School of
Business Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990).
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company. Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale Materials Handling, Inc. (1989), and RPM,
Inc. (manufacturer of chemical products, 1990). In addition, he serves as
a Trustee of First Union Real Estate Investments, Chairman of the Board of
Trustees and a member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and a member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund and Vice Chairman of the
Board of Trustees of the Greenwich Hospital Association.
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992). Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction). In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee. Prior
to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company.
He is a Director of Allegheny Power Systems, Inc. (electric utility),
General Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer).
In addition, he serves as a Trustee of Corporate Property Investors, the
EPS Foundation at Trinity College, The Naples Philharmonic Center for the
Arts, and Rensselaer Polytechnic Institute, and he is a member of the
Advisory Boards of Butler Capital Corporation Funds and Warburg, Pincus
Partnership Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). 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 M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee, is President of The Wales Group, Inc. (management and financial
advisory services). Prior to retiring in 1987, Mr. Williams served as
Chairman of the Board of First Wachovia Corporation (bank holding company),
and Chairman and Chief Executive Officer of The First National Bank of
Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc. (1989), and AppleSouth, Inc. (restaurants,
1992).
GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and Senior
Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General Counsel
of FMR, Vice President-Legal of FMR Corp., and Vice President and Clerk of
FDC.
WILLIAM J. HAYES, Vice President (1994), is Vice President of Fidelity's
equity funds and Senior Vice President of FMR.
ROBERT H. MORRISON, Manager, Security Transactions, is an employee of FMR.
DANIEL R. FRANK, Vice President of the Fund (1986), and an employee of FMR.
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the Fund, based on their basic trustees fees and length of
service. Currently Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham and David L.Yunich participate in this program.
As of _____, 1994, the Trustees and officers of the Fund owned in the
aggregate less than 1% of the outstanding shares of the Fund.
MANAGEMENT CONTRACT AND OTHER SERVICES
the Fund employs FMR to furnish investment advisory and other services.
Under its Management Contract with the Fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the Fund in accordance with its investment objective,
policies, and limitations. FMR also provides the Fund with all necessary
office facilities and personnel for servicing the Fund's investments, and
compensates all officers of the Trust, all Trustees who are "interested
persons" of the Trust or of FMR, and all personnel of the Trust or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of the Fund. These services include:
providing facilities for maintaining the Fund's organization; supervising
relations with custodians, transfer and pricing agents, accountants,
underwriters, and other persons dealing with the Fund; preparing all
general shareholder communications and conducting shareholder relations;
maintaining the Fund's records and the registration of the Fund's shares
under federal and state law; developing management and shareholder services
for the Fund; and furnishing reports, evaluations, and analyses on a
variety of subjects to the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
Service and State Street for Class A shares , Service and FIIOC for
Class B shares, and Service for Initial Shares the Fund pays all of
its expenses, without limitation, that are not assumed by those parties.
the Fund pays for typesetting, printing, and mailing proxy material to
shareholders, legal expenses, and the fees of the custodian, auditor, and
non-interested Trustees. Other expenses paid by the Fund include interest,
taxes, brokerage commissions, the Fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal and state securities laws. the Fund is
also liable for such nonrecurring expenses as may arise, including costs of
any litigation to which the Fund may be a party, and any obligation it may
have to indemnify its officers and Trustees with respect to litigation.
FMR is the Fund's manager pursuant to a Management Contract dated November
29, 1990, which was approved by shareholders on September 19, 1990. For
the services of FMR under the Contract, the Fund pays FMR a monthly
management fee composed of the sum of two elements: a basic fee and a
performance adjustment based on a comparison of the Fund's performance to
that of the S&P 500.
COMPUTING THE BASIC FEE. the Fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate. The group fee
rate is based on the monthly average net assets of all of the registered
investment companies with which FMR has management contracts and is
calculated on a cumulative basis pursuant to the graduated schedule shown
on the next page on the left. On the right the effective fee rate schedules
are the results of cumulatively applying the annualized rates at varying
asset levels. For example, the effective annual fee rate at $____ billion
of average group net assets - their approximate level for September 30,
1994 was .___%, which is the weighted average of the respective fee rates
for each level of group net assets up to that level.
GROUP FEE RATE SCHEDULE* EFFECTIVE ANNUAL FEE RATES

Average Group Effective

Group Annualized Net Annual

Assets Rate Assets Fee Rate

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
0 - $ 3 billion .520% $ 0.5 billion .5200%

3 - 6 .490 25 .4238

6 - 9 .460 50 .3823

9 - 12 .430 75 .3626

12 - 15 .400 100 .3512

15 - 18 .385 125 .3430

18 - 21 .370 150 .3371

21 - 24 .360 175 .3325

24 - 30 .350 200 .3284

30 - 36 .345 225 .3249

36 - 42 .340 250 .3219

42 - 48 .335 275 .3190

48 - 66 .325 300 .3163

66 - 84 .320 325 .3137

84 - 102 .315 350 .3113

102 - 138 .310 375 .3090

138 - 174 .305 400 3067

174 - 210 .300

210 - 246 .295

246 - 282 .290

282 - 318 .285

318 354 .280

354 390 .275

Over 390 .270

</TABLE>

*The rates shown for average group assets in excess of $138 billion were
adopted by FMR on a voluntary basis on January 1, 1992. Rates in excess of
$174 billion were adopted by FMR on a voluntary basis on November 1, 1993.
Rates in excess of $390 billion were adopted by FMR on a voluntary basis
on August 1, 1994 . Each was adopted pending shareholder approval of a
new management contract reflecting the extended schedule. The extended
schedule provides for lower management fees as total assets under
management increase.
The individual fund fee rate is .30%. Based on the average group net
assets of funds advised by FMR for September 1994, the annual basic fee
rate would be calculated as follows:
GROUP FEE RATE INDIVIDUAL FUND FEE RATE BASIC FEE RATE

.___% + .___% = .____%

One-twelfth of this annual basic fee rate is applied to the Fund's net
assets averaged for the most recent month, giving a dollar amount, which is
the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee is subject to an
upward or downward adjustment, depending upon whether, and to what extent,
the Fund's investment performance for the performance period exceeds, or is
exceeded by, the record of the S&P 500 over the same period. The
performance period consists of the most recent month plus the previous 35
months. Each percentage point of difference (up to a maximum difference of
(plus/minus)10) is multiplied by a performance adjustment rate of .02%.
The maximum annualized adjustment rate is therefore (plus/minus).20%. the
Fund is comprised of three classes of shares: Initial Shares, Class A
Shares and Class B Shares. Investment performance will be measured
separately for each class, and the least of the three results obtained will
be used in calculating the performance adjustment to the management fee
paid by the Fund. This performance comparison is made at the end of each
month. One twelfth of this rate is then applied to the Fund's average net
assets for the entire performance period, giving a dollar amount which will
be added to (or subtracted from) the basic fee.
the Fund's performance is calculated based on change in NAV. For the
purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by the Fund are treated as if reinvested in
Fund shares at the NAV as of the record date for payment. The record of
the S&P 500 is based on change in value; this is adjusted for any cash
distributions from the companies whose securities comprise the S&P 500.
Because the adjustment to the basic fee is based on the Fund's performance
compared to the investment record of the S&P 500, the controlling factor is
not whether the Fund's performance is up or down per se, but whether it is
up or down more or less than the record of the S&P 500. Moreover, the
comparative investment performance of the Fund is based solely on the
relevant performance period without regard to the cumulative performance
over a longer or shorter period of time.
Because the Performance Adjustment rate is applied to the Fund's average
net assets for the entire performance period, the dollar amount of the
Performance Adjustment will depend upon the Fund's average net assets over
the extent of the performance period rather than current net assets.
Accordingly, application of the Performance Adjustment rate to average net
assets for the full performance period generally will result in a higher
dollar amount when the Fund's net assets are decreasing (and a lower dollar
amount when the Fund's net assets are increasing), than would occur if the
Performance Adjustment rate were applied to the current month's assets.
During the fiscal years ended September 30, 1994, 1993, and 1992, FMR
received $________, $_______, and $_______, respectively, for its services
as investment adviser to the Fund. The fees were equivalent to .___%,
.___%, and .___%, respectively, of the average net assets of the Fund for
each of those years. For fiscal 1993 and 1992, the downward performance
adjustments amounted to $______, and $______, respectively. The fee for
fiscal 1994 includes the basic fee, an upward performance adjustment of
$_______, and an upward adjustment of $______ to prior periods' fees.
To comply with the California Code of Regulations, FMR will reimburse the
Fund if and to the extent that the Fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating the Fund's expenses for purposes of this regulation, the
Fund may exclude interest, taxes, brokerage commissions and extraordinary
expenses as well as a portion of its distribution plan expenses and
custodian fees attributable to investments in foreign securities.
FMR retains the ability to be repaid by the Fund for these expense
reimbursements in the amount that expenses fall below the limit prior to
the end of the fiscal year. Fee reimbursements by FMR will increase the
Fund's total return, and reimbursements by the Fund will lower its total
return.
SUB-ADVISERS. FMR has entered into sub-advisory agreements with FMR U.K.
and FMR Far East. Pursuant to the sub-advisory agreements, FMR may receive
investment advice and research services outside the United States from the
sub-advisers.
Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia and the Pacific
Basin. FMR U.K. and FMR Far East, are wholly-owned subsidiaries of FMR.
Under the sub-advisory agreements FMR pays the fees of FMR U.K. and FMR
Far East. For providing non-discretionary investment advice and research
services, the sub-advisers are compensated as follows:

FMR pays FMR U.K. and FMR Far East fee equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far East's costs incurred in
connection with providing investment advice and research services.

For providing investment advice and research services, the fees paid to
the sub-advisers for fiscal 1994, 1993 and 1992 were as follows: FMR UK:
$__, $__, and $__; FMR Far East $___, $___, and $___.
State Street is the transfer, dividend disbursing and shareholder
servicing agent for Class A shares of the Fund. State Street has delegated
certain transfer, dividend-paying and shareholder services to FIIOC. Under
the trust's contract with State Street, the Fund pays a per account fee at
$30 and a monetary transaction fee of $6. For accounts that FIIOC
maintains on behalf of State Street, FIIOC receives all such fees. For
accounts as to which FIIOC provides limited services, FIIOC may receive a
portion (currently up to $20 and $6, respectively) of related per account
fees and monetary transaction fees, less applicable charges and expenses of
State Street for account maintenance and transactions. From June 1, 1990
through December 31, 1992, FIIOC was paid a per account fee and a monetary
transaction fee of $65 and $14, or $60 and $12, respectively.
FIIOC is the transfer, dividend disbursing and shareholder servicing agent
for Class B shares of the Fund. Under the trust's contract with FIIOC, the
Fund pays a per account fee of $95 and a monetary transaction fee of $20 or
$17.50 depending on the nature of services provided.
Fees for certain institutional retirement plan accounts are based on the
NAV of all such accounts in the Fund. FIIOC pays out-of-pocket expenses
associated with providing transfer agent services. In addition, FIIOC
bears the expenses of typesetting, printing, and mailing prospectuses,
statements of additional information, and all other reports, notices, and
statements to shareholders, with the exception of proxy statements.
Fidelity Service Company is transfer, dividend disbursing and
shareholders' servicing agent for Initial shares of the Fund. Effective
June 1, 1990, pursuant to an amended agreement with Service, the Fund pays
a per account fee and a monetary transaction fee of $65 and $14,
respectively or $60 and $12, respectively, depending on the nature of the
service provided. Fees for certain institutional retirement plan accounts
are based on the net asset value of all such accounts in the Fund.
Under the revised contract, Service pays out-of-pocket expenses associated
with providing transfer agent services. In addition, Service bears the
expense of typesetting, printing and mailing Prospectuses, Statements of
Additional Information, reports, notices and statements to shareholders.
The transfer agent fees paid b y the Fund amounted to

<TABLE>
<CAPTION>
<S> <C> <C> <C>
9/30/94 9/30/93 9/30/92

Class A - State Street

Class B - FIIOC

Initial Shares - Service

</TABLE>

The Trust has a contract with Service which provides that Service will
perform the calculations necessary to determine each Class's NAV and
dividends and maintain th e accounting records. Prior to July 1,
1991, the annual fee for these pricing and bookkeeping services was based
on two schedules, one pertaining to the Fund's average net assets, and one
pertaining to the type and number of transactions the Fund made. The fee
rates in effect as of July 1, 1991 are based on each Class of the
Fund's average net assets, specifically .06% for the first $500 million of
average net assets and .03% for average net assets in excess of $500
million. The fee is limited to a minimum of $45,000 and a maximum of
$750,000 per year. Pricing and bookkeeping fees including related
out-of-pocket expenses paid to Service for fiscal 1994, 1993, and 1992 were
$_________, $________, and $________, respectively.
THE DISTRIBUTOR
the Fund has a Distribution Agreement with Distributors, a Massachusetts
corporation organized July 18, 1960. Distributors is a broker-dealer
registered under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. The distribution
agreement calls for Distributors to use all reasonable efforts, consistent
with its other business, to secure purchasers for shares of the Fund, which
are continuously offered. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by Distributors.
DISTRIBUTION AND SERVICE PLAN
The Trustees of the Trust have adopted a Distribution and Service Plan on
behalf of Class A and Class B shares of the Fund (the Plans) pursuant to
Rule 12b-1 under the 1940 Act (the Rule). As required by the Rule, the
Trustees carefully considered all pertinent factors relating to the
implementation of each Plan prior to its approval, and have determined that
there is a reasonable likelihood that the Plan will benefit the applicable
class and its shareholders.
For the fiscal years ended September 30, 1994, 1993, and 1992 Class A paid
distribution fees of $_______, $________, and $________, respectively, of
which $_______, $_______, and $_______, respectively, was retained by
Distributors.
Pursuant to the Class A Plan, Class A pays Distributors a distribution fee
at an annual rate of up to .65% of its average net assets determined as of
the close of business on each day throughout the month, but excluding
assets attributable to Class A shares purchased more than 144 months prior
to such day. Currently the Trustees have approved a distribution fee for
Class A at an annual rate of .65% of its average net assets. This fee may
be increased only when, in the opinion of the Trustees, it is in the best
interests of Class A shareholders to do so.
Pursuant to the Class B Plan, Class B pays Distributors a distribution fee
of .75% of its average daily net assets determined as of the close of
business on each day throughout the month. Class B also pays investment
professionals a service fee at an annual rate of .25% of its average daily
net assets determined as of the close of business on each day throughout
the month.
Each Plan also specifically recognizes that FMR, either directly or
through Distributors, may use its management fee revenue, past profits or
other resources, without limitation, to pay promotional and administrative
expenses in connection with the offer and sale of shares of the applicable
class. Under each Plan, if the payment by the Fund to FMR of management
fees should be deemed to be indirect financing of the distribution of
shares of the applicable class, such payment is authorized by the Plan. In
addition, each Plan provides that FMR may use its resources, including its
management fee revenues, to make payments to third parties that assist in
selling shares or in other distribution activities relating to that class.
To the extent that each Plan gives FMR and Distributors greater flexibility
in connection with the distribution of shares of the applicable class,
additional shares of Fund shares may result. Additionally, certain
shareholder support services may be provided more effectively under the
Plans by local entities with whom shareholders have other relationships.
None of the Plans provide for specific payments by the applicable class of
any of the expenses of Distributors, or obligates Distributors or FMR to
perform any specific type or level of distribution activities or incur any
specific level of expense in connection with distribution activities.
After payments by Distributors for advertising, marketing and distribution,
and payments to investments professionals, the amounts remaining, if any,
may be used as Distributors may elect.
The Glass-Steagall Act generally prohibits federally and state chartered
or supervised banks from engaging in the business of underwriting, selling
or distributing securities. Although the scope of this prohibition under
the Glass-Steagall Act has not been clearly defined, in Distributors'
opinion it should not preclude a bank from being paid for shareholder
servicing and recordkeeping functions. Distributors intends to engage
banks to perform only such functions. However, changes in federal or state
statutes and regulations pertaining to the permissible activities of banks
and their affiliates or subsidiaries, as well as further judicial or
administrative decisions or interpretations, could prevent a bank from
continuing to perform all or a part of the contemplated services. If a
bank were prohibited from so acting, the Trustees would consider what
actions, if any, would be necessary to continue to provide efficient and
effective shareholder services. In such event, changes in the operation
of the Fund might occur, including possible termination of any automatic
investment or redemption or other services then provided by the bank. It
is not expected that shareholders would suffer any adverse financial
consequences as a result of any of these occurrences. the Fund may execute
portfolio transactions with and purchase securities issued by depository
institutions that receive payments under the Plan. No preference will be
shown in the selection of investments for the instruments of such
depository institutions. In addition, state securities laws on this issue
may differ from the interpretations of federal law expressed herein, and
banks and financial institutions may be required to register as dealers
pursuant to state law.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Advisor Strategic Opportunities Fund is a
series of Fidelity Advisor Series VIII (formerly Fidelity Special
Situations Fund), an open-end management investment company organized as a
Massachusetts business trust on September 23, 1983, as amended and restated
October 1, 1986. and as supplemented November 29, 1990. On April 15, 1993
the name of the Trust was changed from Fidelity Special Situations Fund to
Fidelity Advisor Series VIII. Currently there are three funds in the
Trust: Fidelity Advisor Strategic Opportunities Fund, Fidelity Advisor
Emerging Markets Income Fund and Fidelity Advisor Strategic Income Fund.
The Declaration of Trust permits the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to the Trust or
a fund, the right of the Trust or Fund to use the identifying name
"Fidelity" may be withdrawn.
The assets of the Trust received for the issue or sale of shares of each
series and all income, earnings, profits, and proceeds thereof, subject
only to the rights of creditors, are especially allocated to such series,
and constitute the underlying assets of such fund. The underlying assets
of each series are segregated on the books of account, and are to be
charged with the liabilities with respect to such fund and with a share of
the general expenses of the Trust. Expenses with respect to the Trust are
to be allocated in proportion to the asset value of the respective series,
except where allocations of direct expense can otherwise be fairly made.
The officers of the Trust, subject to the general supervision of the Board
of Trustees, have the power to determine which expenses are allocable to a
given series, or which are general or allocable to all of the series. In
the event of the dissolution or liquidation of the Trust, shareholders of
each series are entitled to receive as a class the underlying assets of
such series available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The Trust is an entity of the type
commonly known as "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the Trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
Trust or the Trustees include a provision limiting the obligations created
thereby to the Trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholders held
personally liable for the obligations of the Fund. The Declaration of
Trust also provides that each fund shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the
Fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for neglect or wrongdoing,
but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties in the conduct of his office. Claims asserted against Class A
shares may subject holders of Class B shares to certain liabilities and
claims asserted against Class B shares may subject holders of Class A
shares to certain liabilities.
VOTING RIGHTS. the Fund capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of a Trust or a fund or class
of a fund may, as set forth in the Declaration of Trust, call meetings of
the Trust , fund or class of a fund for any purpose, related to the Trust
or fund, as the case may be, including the case of meeting of the Trust,
the purpose of voting on removal of one or more Trustees. The Trust or any
fund may be terminated upon the sale of its assets to another open-end
management investment company, or upon liquidation and distribution of its
assets, if approved by vote of the holders of a majority of the outstanding
shares of the Trust or Fund . If not so terminated, the Trust and funds
will continue indefinitely.
As of ____, 1994, the following owned of record or beneficially more than
5% of the outstanding shares of the Fund:
CUSTODIAN. Brown Brothers Harriman & Co., 40 Water St., Boston,
Massachusetts, is custodian of the assets of the Fund. The custodian is
responsible for the safekeeping of the Fund's assets and the appointment of
subcustodian banks and clearing agencies. The custodian takes no part in
determining the investment policies of the Fund or in deciding which
securities are purchased or sold by the Fund. the Fund may, however,
invest in obligations of the custodian and may purchase securities from or
sell securities to the custodian.
FMR, its officers and directors, its affiliated companies, and the Trust's
Trustees may from time to time have transactions with various banks,
including banks serving as custodians for certain of the Funds advised by
FMR. The Boston branch of the Fund's custodian bank leases its office
space from an affiliate of FMR at a lease payment which, when entered into,
was consistent with prevailing market rates. Transactions that have
occurred to date have included mortgages and personal and general business
loans. In the judgment of FMR, the terms and conditions of those
transactions were not influenced by existing or potential custodial or
other fund relationships.
AUDITOR. ____________________________________, serves as the Fund's
independent accountant. The auditor examines financial statements for the
Fund and provides other audit, tax, and related services.
FINANCIAL STATEMENTS
Each class's financial statements and financial highlights for the fiscal
period ended September 30, 1994 are included in the Annual Report, which is
a separate report supplied with this Statement of Additional Information.
Each class's financial statements and financial highlights are incorporated
herein by reference.
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.
AA - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
A - Bonds rated A possess many favorable investment attributes and are to
be considered as upper-medium-grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the
future.
BAA - Bonds rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA - Bonds rated Ba are judged to have speculative elements. Their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance of
other terms of the contract over any long period of time may be small.
CAA - Bonds rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.
CA - Bonds rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked
short-comings.
C - Bonds rated C are the lowest-rated class of bonds and issued so rated
can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rate BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating will
also be used upon the filing of a bankruptcy petition if debt service
payments are jeopardized.
The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.

FIDELITY ADVISOR SERIES VIII
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND - CLASS A AND CLASS B
CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
<S> <C>
Form N-1A Item Number

Part A Prospectus Caption

1 Cover Page

2 Financial Highlights

3 a,b Financial Highlights

c Performance

4 a(i) The Fund and the Fidelity Organization

a(ii),b,c Investment Objective; Investment Policies and Risks; Investment
Limitations; Appendix

5 a The Fund and the Fidelity Organization

b,c,d,e The Fund and the Fidelity Organization; Fees;

f Portfolio Transactions

5A *

6 a The Fund and the Fidelity Organization; How to Buy Shares; How
to Exchange; How to Sell Shares; Shareholder Communications

b *

c Investment Policies and Risks; The Fund and the Fidelity
Organization

d Cover Page; Financial Highlights; The Fund and the Fidelity
Organization

e Investor Services; Shareholder Communications; How to Buy
Shares; How to Exchange; How to Sell Shares

f,g Distribution Options; Distributions and Taxes

7 a Fees

b Valuation; How to Buy Shares

c Investor Services

d How to Buy Shares

e,f Fees

8 How to Sell Shares

9 *

</TABLE>

* Not Applicable
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND-CLASS A AND CLASS B
TABLE OF
CONTENTS
Shareholder Expenses
Financial Highlights
Investment Objective
Investment Policies and
Risks
Matching the Fund to Your
Investment Needs
Investment Limitations
How to Buy Shares
Shareholder
Communications
How to Exchange
How to Sell Shares
Distribution Options
Distributions and Taxes
Fees
Valuation
Performance
Portfolio Transactions
The Fund and the Fidelity
Organization
Appendix
A FUND OF FIDELITY ADVISOR SERIES VIII
82 Devonshire St.
Boston, Massachusetts 02109
PROSPECTUS
November 19, 1994
Fidelity Advisor Strategic Opportunities Fund (the Fund) seeks capital
appreciation by investing primarily in securities of companies believed by
Fidelitly Management & Research Company (FMR) to involve a "special
situation." The Fund offers three classes of shares: Initial Shares, Class
A and Class B. Initial Shares are available only to current shareholders of
Initial Shares through a separate prospectus. Class A and Class B shares
are offered to new investors through this Prospectus.

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(registered trademark)
SHAREHOLDER EXPENSES
The purpose of the table below is to assist you in understanding the
various costs and expenses that you would bear directly or indirectly as an
investor in the Fund. This standard format was developed for use by all
mutual funds to help you make your investment decisions. This expense
information should be considered along with other important information,
including the Fund's investment objective and its past performance.
SHAREHOLDER TRANSACTION EXPENSES
CLASS A CLASS B
SHARES
SHARES
Maximum Sales Charge (as a
percentage of the offering price) 4.75% 0.00%
Maximum Contingent Deferred Sales Charge (as a % of
the lesser of redemption proceeds or initial cost ) 0.00% 4.00%*
Maximum Sales Charge on Reinvested Distributions 0.00% 0.00%
Exchange Fees 0.00% 0.00%
* Declines from 4.00% to 0% for Class B shares held up to a maximum of 5
years.
SHAREHOLDER TRANSACTION EXPENSES represent charges paid when you purchase,
sell or exchange shares of the Fund. Lower sales charges may be available
for Class A shares of the Fund with purchases of $50,000 or more in
conjunction with various programs. See "How to Buy Shares" on page 9.
ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
CLASS A
CLASS B
Management Fee .54% .54%
12b-1 Fee* .65% 1.00%
Other Expenses . % . %
TOTAL OPERATING EXPENSES ___% ___%

* The 12b-1 fee for Class B includes a .75% distribution fee and a .25%
shareholder service fee.

Annual Operating Expenses are based on the Fund's historical expenses.
Management fees are paid by the Fund to FMR for managing its investments
and business affairs and will vary based on performance. 12b-1 fees
include a distribution fee for Class A and Class B and a shareholder
service fee for Class B. Distribution fees are paid by each class to
Distributors for services and expenses in connection with the distribution
of that class. Shareholder service fees are paid by Class B to investment
professionals for services and expenses incurred in connection with
providing personal service for and/or maintenance of Class B shareholder
accounts. Long-term shareholders may pay more than the economic equivalent
of the maximum front-end sales charge permitted by the National Association
of Securities Dealers, Inc. (NASD) due to 12b-1 payments.
The Fund incurs other expenses for maintaining shareholder records,
furnishing shareholder statements and reports, and custodial, legal and
accounting services, registering the Trust or Fund with federal and state
regulatory authorities and other miscellaneous services. Management fees
and other expenses already have been reflected in the per share price of
each class and are not charged directly to individual shareholder accounts.
Please refer to the section "Fees" on page 15.
EXPENSE TABLE EXAMPLES:
You would pay the following expenses, including the maximum 4.75% sales
charge and contingent deferred sales charge (CDSC), as applicable, on a
$1,000 investment, assuming a 5% annual return and

1). ASSUMING FULL REDEMPTION AT THE END OF EACH TIME PERIOD:**

1 year 3 years 5 years
10 years*
Class A:
Class B:

2). ASSUMING NO REDEMPTION:

1 year 3 years 5 years
10 years*
Class A:
Class B:
* Reflects conversion to Class A shares after six years for Class B.
**Reflects deduction of applicable contingent deferred sales charge.
The hypothetical examples illustrate the expenses including the maximum
4.75% sales charge and CDSC, as applicable, associated with a $1,000
investment in each class of shares over periods of 1 ,3, 5 and 10 years,
based on the expenses detailed in the table above, and an assumed annual
return of 5%. A CDSC IS IMPOSED ONLY IF YOU SELL CLASS B SHARES WITHIN 5
YEARS. SEE "HOW TO SELL SHARES"ON PAGE 13 FOR INFORMATION ON THE CDSC.
THE RETURN OF 5% AND EXPENSES SHOULD NOT BE CONSIDERED INDICATIONS OF
ACTUAL OR EXPECTED CLASS PERFORMANCE OR EXPENSES, BOTH OF WHICH MAY VARY.
FINANCIAL HIGHLIGHTS
The table that follows is included in each class's Annual Report and has
been audited by ______, independent accountants. Their report on the
financial statements and financial highlights is included in each class's
Annual Report. The financial statements and financial highlights are
incorporated by reference into the Statement of Additional Information.
numbers to be included in subsequent amendment
INVESTMENT OBJECTIVE
The Fund's investment objective is to seek capital appreciation by
investing primarily in securities of companies believed by FMR to involve a
"special situation.''As used in this Prospectus, the term "special
situation" refers to FMR's identification of an unusual, and possibly
non-repetitive development taking place in a company or group of companies
in an industry. The Fund may not always achieve its investment objective,
but FMR will follow the investment style described in the following
paragraphs.
INVESTMENT POLICIES AND RISKS
A special situation may involve one or more of the following
characteristics:
(medium solid bullet) a technological advance or discovery, the offering of
a new or unique product or service, or changes in consumer demand or
consumption forecasts.
(medium solid bullet) changes in the competitive outlook or growth
potential of an industry or a company within an industry, including changes
in the scope or nature of foreign competition or the development of an
emerging industry.
(medium solid bullet) new or changed management or material changes in
management policies or corporate structure.
(medium solid bullet) significant economic or political occurrences abroad,
including changes in foreign or domestic import and tax laws or other
regulations.
(medium solid bullet) other events, including natural disasters, favorable
litigation settlements, or a major change in demographic patterns.
In seeking capital appreciation, the Fund also may invest in securities of
companies not involving a special situation, but which are companies with
valuable fixed assets and whose securities are believed by FMR to be
undervalued in relation to the companies' assets, earnings, or growth
potential. As a non-fundamental policy, the Fund normally will invest at
least 65% of its total assets in companies involving a special situation.
FMR intends to invest primarily in common stocks and securities that are
convertible into common stocks; however, it also may invest in debt
securities of all types and quality if FMR believes that investing in these
securities will result in capital appreciation. As a non-fundamental
investment policy, the Fund may invest in lower rated, high-yielding debt
securities (sometimes referred to as "junk bonds''), although it intends to
limit its investments in these securities to 35% of its assets. The Fund
also may invest in unrated securities. Unrated securities are not
necessarily of lower quality than rated securities, but they may not be
attractive to as many buyers. The Fund may invest up to 30% of its assets
in foreign securities of all types and may enter into foreign currency
exchange contracts for the purpose of managing exchange rate risks. The
Fund may purchase or engage in indexed securities, illiquid instruments,
loans and other direct debt instruments, options and futures contracts,
repurchase agreements, securities loans, restricted securities, swap
agreements, warrants, real estate-related instruments, a nd zero
coupon bonds. These practices are described in the Appendix on page 20.
Further information about the Fund's investment policies can be found in
the SAI.
FMR normally invests the Fund's assets according to its investment
strategy. The Fund expects to be fully invested under most market
conditions. The Fund also reserves the right to invest without
limitation in preferred stocks and investment grade debt instruments for
temporary, defensive purposes whenin FMR's judgment, a more conservative
approach to investment is desirable.
MATCHING THE FUND TO YOUR INVESTMENT NEEDS
By itself, the Fund does not constitute a balanced investment plan; the
Fund stresses capital appreciation and does not emphasize current income.
It is also important to point out that the Fund makes most sense for you if
you can afford to ride out changes in the stock market, as it invests
primarily in common stocks and securities convertible into common stock.
An investment in the Fund may be considered more speculative than an
investment in other funds which seek capital appreciation. There are
greater risks involved in investing in securities of smaller companies
rather than companies operating according to established patterns and
having longer operating histories. Additionally, larger well-established
companies experiencing a special situation may involve, to a certain
extent, breaks with past experience, which also may pose risks. The Fund's
portfolio securities may be ones in which other investors have not shown
significant interest or confidence and may be regarded as speculative.
INVESTMENT LIMITATIONS
The Fund has adopted the following investment limitations designed to help
reduce investment risk. The policies and limitations discussed below,and
in the Appendix beginning on page 20 are considered at the time of
purchase. With the exception of the Fund's borrowing policy, the sale of
portfolio securities is not required in the event of a subsequent change in
circumstances.
1. The Fund may not purchase a security if, as a result: (a) more than 5%
of its total assets would be invested in the securities of any issuer; or
(b) it would hold more than 10% of the outstanding voting securities of any
issuer.
2. The Fund may not purchase the securities of any issuer if, as a result,
more than 25% of the Fund's total assets would be invested in securities of
companies having their principal business activities in the same industry.
3. The Fund (a) may borrow money for temporary or emergency purposes in an
amount not exceeding 33 1/3% of the value of its total assets from a bank
or mutual fund advised by FMR or an affiliate; (b) may engage in reverse
repurchase agreements; and (c) may not purchase any security while
borrowings representing 5% or more of its total assets are outstanding.
4. The Fund (a) may lend securities to a broker-dealer or institution when
the loan is fully collateralized, and (b) lend money to other funds advised
by FMR or an affiliate. The Fund will limit all loans in the aggregate to
33 1/3% of its total assets.
Limitations 1 and 2 do not apply to U.S. government securities. The Fund's
investment objective, limitations 1 and 2 and the percentage limitations on
borrowings and loans in limitations 3 and 4 are fundamental policies and
may be changed only by vote of a majority of the Fund's outstanding shares.
Non-fundamental policies may be changed without shareholder approval.
The Fund has received permission from the SEC to lend money to and borrow
money from other funds advised by FMR or its affiliates. If the Fund
borrows money, its share price may be subject to greater fluctuation until
the borrowing is paid off. To this extent, purchasing securities when
borrowings are outstanding may involve an element of leverage.
HOW TO BUY SHARES
CLASS A SHARES
Class A shares are offered continuously to investors who engage an
investment professional for investment advice, and may be purchased at the
public offering price (POP) next determined after the Transfer Agent
receives your order to purchase. State Street Bank and Trust Company (State
Street or the Transfer Agent), P.O. Box 8302, Boston, Massachusetts
02266-8302, provides transfer and dividend paying services for Class A
shares of the Fund.
The Class A POP is equal to the net asset value per share (NAV) plus a
sales charge, which is a variable percentage of the POP depending upon the
amount of the purchase. The table below shows total sales charges and
concessions to securities dealers and banks (investment professionals)
having Agreements with Distributors.
11.SALES CHARGES AND INVESTMENT PROFESSIONAL CONCESSIONS - CLASS A

INVESTMENT

SALES CHARGE AS % OF PROFESSIONAL

OFFERING NET AMOUNT CONCESSION AS %

PRICE INVESTED OF OFFERING
PRICE
Less than $50,000 4.75% 4.99% 4.00%
$50,000 to less than $100,000 4.50 4.71
4.00
$100,000 to less than $250,000 3.50 3.63
3.00
$250,000 to less than $500,000 2.50 2.56
2.00
$500,000 to less than $1,000,000 2.00 2.04
1.75
$1,000,000 or more None None
See Below*

* INVESTMENT PROFESSIONALS WILL BE COMPENSATED WITH A FEE OF .25% FOR
PURCHASES OF $1 MILLION OR MORE, IF THE ASSETS ON WHICH THE .25% IS PAID
REMAIN WITHIN THE FIDELITY ADVISOR FUNDS FOR ONE UNINTERRUPTED YEAR, EXCEPT
FOR PURCHASES THROUGH A BANK OR BANK-AFFILIATED BROKER-DEALER THAT QUALIFY
FOR A SALES CHARGE WAIVER DESCRIBED BELOW. ALL ASSETS ON WHICH THE .25% FEE
IS PAID MUST REMAIN IN CLASS A SHARES OF THE FIDELITY ADVISOR FUNDS,
INITIAL SHARES OF DAILY MONEY FUND: U.S. TREASURY PORTFOLIO, OR SHARES OF
DAILY MONEY FUND: MONEY MARKET PORTFOLIO OR DAILY TAX-EXEMPT MONEY FUND FOR
A PERIOD OF ONE UNINTERRUPTED YEAR OR THE INVESTMENT PROFESSIONAL WILL BE
REQUIRED TO REFUND THIS FEE TO DISTRIBUTORS.
12.SALES CHARGE WAIVERS FOR CLASS A SHARES. Front-end sales charges do not
apply to Class A shares of the Fund purchased:
(1) by registered representatives, bank trust officers and other employees
(and their immediate families) of investment professionals having
Agreements with Distributors;
(2) by a current or former Trustee or officer of a Fidelity fund or a
current or retired officer, director or regular employee of FMR Corp. or
its direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity Trustee or employee, a Fidelity Trustee or employee
acting as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity Trustee or
employee;
(3) by a charitable organization (as defined in Section 501(c)(3) of the
Internal Revenue Code) investing $100,000 or more;
(4) by a charitable remainder trust or life income pool established for the
benefit of a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code);
(5) by trust institutions (including bank trust departments) investing on
their own behalf or on behalf of their clients;
(6) in accounts as to which a bank or broker-dealer charges an asset
management fee, provided the bank or broker-dealer has an Agreement with
Distributors;
(7) as part of an employee benefit plan having more than 200 eligible
employees or a minimum of $1,000,000 invested in Fidelity Advisor Funds;
(8) in a Fidelity or Fidelity Advisor IRA account purchased with the
proceeds of a distribution from (i) an employee benefit plan having more
than 200 eligible employees or a minimum of $3,000,000 in plan assets
invested in Fidelity mutual funds or $1,000,000 invested in Fidelity
Advisor mutual funds, or (ii) an insurance company separate account
qualifying under (9) below, or funding annuity contracts purchased by
employee benefit plans which in the aggregate have at least $3,000,000 in
plan assets invested in Fidelity mutual funds;
(9) by an insurance company separate account used to fund annuity contracts
purchased by employee benefit plans which in the aggregate have more than
200 eligible employees or $1,000,000 invested in Fidelity Advisor mutual
funds;
(10) by any state, county, city, or any governmental instrumentality,
department, authority or agency; or
(11) with redemption proceeds from other mutual fund complexes on which the
investor has paid a front-end sales charge only. (A Sales Charge Waiver
Form must accompany these transactions.)
Qualification for front-end sales charge waivers must be cleared through
Distributors. YOUR INVESTMENT PROFESSIONAL SHOULD CALL FIDELITY FOR MORE
INFORMATION.
CLASS B SHARES
Class B shares are offered continuously to investors who engage an
investment professional for investment advice and may be purchased at the
NAV next determined after the Transfer Agent receives your order to
purchase. Class B shares may be subject to a CDSC upon redemption. For
more complete information on how the CDSC is calculated, see "How to Sell
Shares," page 12. Investment professionals, with which Distributors have
Agreements, receive a concession equal to 3.00% of your purchase as
compensation. Fidelity Investments Institutional Operations Company (FIIOC
or the Transfer Agent), 82 Devonshire Street, Boston, Massachusetts, 02109,
an affiliate of FMR, provides transfer and dividend paying services for
Class B shares of the Fund.
GENERAL INFORMATION
It is the responsibility of your investment professional to transmit your
order to purchase shares to the applicable Transfer Agent before 4:00 p.m.
Eastern time in order for you to receive that day's share price. The
Transfer Agent must receive payment within five business days after an
order is placed, otherwise, the purchase order may be canceled and you
could be held liable for resulting fees and/or losses. Certificates for
Class A shares will be issued only upon request. Certificates are not
available for Class B shares.
All of your purchases must be made in U.S. dollars and checks must be drawn
on U.S. banks. The Fund reserves the right to limit the number of your
checks processed at one time. If your check does not clear, the Fund may
cancel your purchase and you could be held liable for any fees and/or
losses incurred. When you purchase directly by check, the Fund can hold the
proceeds of redemptions until the Transfer Agent is reasonably satisfied
that the purchase payment has been collected (which can take up to seven
calendar days). You may avoid a delay in receiving redemption proceeds by
purchasing shares with a certified check. Shares of the Fund purchased
through investment professionals utilizing an automated order placement and
settlement system that guarantees payment for orders on a specified date
begin to earn income dividends on that date. Direct purchases and all other
orders begin to earn dividends on the business day after the Fund receives
payment.
The Fund and Distributors reserve the right to suspend the offering of
shares for a period of time and to reject any order for the purchase of
shares, including certain purchases by exchange (see "How to Exchange,''
page 11.)
You can open an account in either class of shares with a minimum initial
investment of $2,500 by completing and returning an account application.
You can make additional investments of $250 or more. PURCHASE AMOUNTS OF
MORE THAN $250,000 WILL NOT BE ACCEPTED FOR CLASS B SHARES OF THE FUND.
For tax-deferred retirement plans, including IRA accounts, there is a $500
minimum initial investment and a $100 subsequent investment minimum. For
accounts established under the Fidelity Advisor Systematic Investment
Program or the Fidelity Advisor Systematic Exchange Program, there is a
$1,000 initial and $100 monthly subsequent investment minimum requirement.
FOR FURTHER INFORMATION ON OPENING AN ACCOUNT, PLEASE CONSULT YOUR
INVESTMENT PROFESSIONAL OR REFER TO THE ACCOUNT APPLICATION.
13.MINIMUM ACCOUNT BALANCE. You must maintain an account balance of $1,000
in Class A or Class B shares. If your account falls below $1,000 due to
redemption of shares, the Transfer Agent may close it at the NAV (less any
applicable CDSC for Class B shares) next determined on the day your account
is closed and mail you the proceeds at the address shown on the Transfer
Agent's records. The Transfer Agent will give you 30 days' notice that your
account will be closed unless you make an investment to increase your
account balance to the $1,000 minimum. The minimum account balance does not
apply to IRA accounts.
INVESTOR SERVICES
You may initiate many transactions by telephone. Note that the Transfer
Agent will not be responsible for any losses resulting from unauthorized
transactions if it follows reasonable procedures designed to verify the
identity of the caller. The Transfer Agent will request personalized
security codes or other information, and may also record calls. You should
verify the accuracy of your confirmation statements immediately after you
receive them. If you do not want the ability to sell (redeem) and exchange
by telephone, call the Transfer Agent for instructions.
14.QUANTITY DISCOUNTS. Reduced front-end sales charges are applicable to
purchases of Class A shares of the Fund in amounts of $50,000 or more alone
or in combination with purchases and/or existing balances of Class A or
Class B shares of other Fidelity Advisor Funds, Initial shares or Class B
shares of Daily Money Fund: U.S. Treasury Portfolio and shares of Daily
Money Fund: Money Market Portfolio and Daily Tax-Exempt Money Fund ACQUIRED
BY EXCHANGE FROM OTHER FIDELITY ADVISOR FUNDS. To obtain the reduction of
the front-end sales charge, you or your investment professional must notify
the Transfer Agent at the time of purchase whenever a quantity discount is
applicable to your purchase. Upon such notification, you will receive the
lowest applicable sales charge.
For purposes of qualifying for a reduction in front-end sales charges under
the Combined Purchase, Rights of Accumulation or Letter of Intent Programs,
the following may qualify as an individual, or a "company" as defined in
Section 2(a)(8) of the Investment Company Act of 1940 (1940 Act): an
individual, spouse, and their children under age 21 purchasing for his,
her, or their own account; a trustee, administrator or other fiduciary
purchasing for a single trust estate or single fiduciary account or for a
single or a parent-subsidiary group of "employee benefit plans" (as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974);
and tax-exempt organizations as defined under Section 501(c)(3) of the
Internal Revenue Code.
15.COMBINED PURCHASES. When you invest in Class A shares of the Fund for
several accounts at the same time, you may combine these investments into a
single transaction to qualify for the quantity discount if purchased
through one investment professional, and if the total is at least $50,000.
16.RIGHTS OF ACCUMULATION. Your "Rights of Accumulation" permit reduced
front-end sales charges on any future purchases of Class A shares after you
have reached a new breakpoint in the sales charge schedule for Class A. You
may add the value of currently held Fidelity Advisor Fund Class A and Class
B shares, Initial shares or Class B shares of Daily Money Fund: U.S.
Treasury Portfolio and shares of Daily Money Fund: Money Market Portfolio
and Daily Tax-Exempt Money Fund ACQUIRED BY EXCHANGE FROM ANY FIDELITY
ADVISOR FUND, determined at the current day's NAV at the close of business,
to the amount of your new purchase valued at the current offering price to
determine your reduced front-end sales charge.
17.LETTER OF INTENT. You may qualify for reduced front-end sales charges on
purchases of Class A shares in amounts of at least $50,000 or more alone or
in combination with Class A or Class B shares of other Fidelity Advisor
Funds, Initial shares and Class B shares of Daily Money Fund: U.S. Treasury
Portfolio and shares of Daily Money Fund: Money Market Portfolio and Daily
Tax-Exempt Money Fund ACQUIRED BY EXCHANGE FROM ANY FIDELITY ADVISOR FUND
within a 13-month period, by filing a non-binding Letter of Intent (the
Letter) within 90 days of the start of the purchases. Each Class A
investment you make after signing the Letter will be entitled to the sales
charge applicable to the total investment indicated in the Letter. For
example, a $2,500 purchase of Class A shares toward a $50,000 Letter would
receive the same reduced sales charge as if the $50,000 had been invested
at one time. To ensure that the reduced price will be received on future
purchases, you or your investment professional must inform the Transfer
Agent that the Letter is in effect each time Class A shares are purchased.
Neither income dividends nor capital gain distributions taken in additional
Class A or Class B shares will apply toward the completion of the Letter.
Your initial investment must be at least 5% of the total amount you plan to
invest. Out of the initial purchase, 5% of the dollar amount specified in
the Letter will be registered in your name and held in escrow. The Class A
shares held in escrow cannot be redeemed or exchanged until the Letter is
satisfied or the additional sales charges have been paid. You will earn
income dividends and capital gain distributions on escrowed Class A shares.
The escrow will be released when your purchase of the total amount has been
completed. You are not obligated to complete the Letter.
If you purchase more than the amount specified in the Letter and qualify
for a further front-end sales charge reduction, the front-end sales charge
will be adjusted to reflect your total purchase at the end of 13 months.
Surplus funds will be applied to the purchase of additional Class A shares
at the then current POP applicable to the total purchase.
If you do not complete your purchase under the Letter within the 13-month
period, 30 days' written notice will be provided for you to pay the
increased front-end sales charges due. Otherwise, sufficient escrowed Class
A shares will be redeemed to pay such charges. For more information on the
terms of quantity discounts, please consult your investment professional.
18.FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM. You can make regular
investments in Class A or Class B shares of the Fund with the Systematic
Investment Program by completing the appropriate section of the account
application and attaching a voided personal check. Investments may be made
monthly by automatically deducting $100 or more from your bank checking
account. You may change the amount of your monthly purchase at any time.
There is a $1,000 minimum initial investment requirement for the Systematic
Investment Program. Class A shares will be purchased at the POP and Class B
shares will be purchased at the NAV next determined following receipt of
the investment by the Transfer Agent. You may cancel the Systematic
Investment Program at any time without payment of a cancellation fee. You
will receive a confirmation from the Transfer Agent for every transaction,
and a debit entry will appear on your bank statement.
SHAREHOLDER COMMUNICATIONS
The Transfer Agent will send you a confirmation after every transaction
that affects your share balance or your account registration. In addition,
a consolidated statement will be provided at least quarterly. At least
twice a year each shareholder will receive the Fund's financial statements,
with a summary of its portfolio composition and performance. To reduce
expenses, only one copy of most shareholder reports (such as the Fund's
Annual Report) will be mailed to each shareholder address. Please write to
the Transfer Agent or contact your investment professional if you need to
have additional reports sent each time.
The Fund pays for these shareholder communications, but not for special
services that are required by a few shareholders, such as a request for a
historical transcript of an account. You may be required to pay a fee for
such special services. If you are purchasing shares of the Fund through a
program of administrative services offered by an investment professional,
you should read the additional materials pertaining to that program in
conjunction with this Prospectus. Certain features of the Fund, such as the
minimum initial or subsequent investment, may be modified in these
programs, and administrative charges may be imposed for the services
rendered.
HOW TO EXCHANGE
An exchange is the redemption of a specific class of shares of one fund and
the purchase of the same class of shares of another fund, each at the next
determined NAV. The exchange privilege is a convenient way to buy and sell
shares of a Fidelity Advisor Fund and certain Fidelity money market funds
registered in your state. A CDSC WILL NOT APPLY TO CLASS B SHARES REDEEMED
FOR EXCHANGE. The applicable CDSC for Class B shares purchased by exchange
will be based on the date of acquisition of the originally purchased Class
B shares and the cost of such originally purchased Class B shares.
To protect the Fund's performance and shareholders, FMR discourages
frequent trading in response to short-term market fluctuations. The Fund
reserves the right to refuse exchange purchases by any person or group if,
in FMR's opinion, the Fund would be unable to invest effectively in
accordance with its investment objective and policies, or would otherwise
be affected adversely. Your exchanges may be restricted or refused if the
Fund receives or anticipates receiving simultaneous orders affecting
significant portions of the Fund's assets. In particular, a pattern of
exchanges that coincides with a "market timing" strategy may be disruptive
to the Fund and may be refused. Exchange restrictions may be imposed at any
time. The Fund may modify or terminate the exchange privilege. The exchange
limit may be modified for certain institutional retirement plans.
Exchange instructions may be given by you in writing or by telephone
directly to the Transfer Agent or through your investment professional. If
you choose to exchange by writing, you must send a letter of instruction
with your signature guaranteed either directly to the Transfer Agent or to
your investment professional, accompanied by either the certificates
representing the shares to be redeemed or, if no certificates have been
issued, by a stock power form with your signature guaranteed. FOR MORE
INFORMATION ON ENTERING AN EXCHANGE TRANSACTION, PLEASE CONSULT YOUR
INVESTMENT PROFESSIONAL.
Before you make an exchange:
1. Read the prospectus of the fund into which you want to exchange.
2. Shares may only be exchanged into the same class of shares of other
Fidelity Advisor Funds or Fidelity money market funds, where applicable,
after seven calendar days of purchase, at NAV (without a sales charge).
Exchanges into Class A shares of the Fund from any eligible Fidelity money
market fund will be processed at the next determined POP (unless the money
market shares were acquired by exchange from Class A shares of another
Fidelity Advisor Fund).
3. You may only exchange between accounts that are registered in the same
name, address, and taxpayer identification number.
4. You may make four exchanges out of the Fund per calendar year. If you
exceed this limit, your future purchases of (including exchanges into)
Fidelity Advisor Funds may be permanently refused. For purposes of the four
exchange limit, accounts under common ownership or control, including
accounts having the same taxpayer identification number, will be
aggregated. Systematic exchanges are not subject to this four exchange
limit (see below).
5. TAXES: Any shares exchanged represent a sale for tax purposes. You may
realize a capital gain or loss when you exchange shares. The Transfer Agent
will send you or your investment professional a confirmation of each
exchange transaction.
FIDELITY ADVISOR SYSTEMATIC EXCHANGE PROGRAM. You can exchange a specific
dollar amount of Class A or Class B shares from the Fund into the same
class of shares of another Fidelity Advisor Fund, Initial shares or Class B
shares of Daily Money Fund: U.S. Treasury Portfolio or shares of Daily
Money Fund: Money Market Portfolio and Daily Tax-Exempt Money Fund on a
periodic basis under the following conditions:
1. The account from which the exchanges are to be processed must have a
minimum balance of $10,000.
2. The account into which the exchanges are to be processed must be an
existing account with a minimum balance of $1,000.
3. Both accounts must have identical registrations and taxpayer
identification numbers. The minimum amount that can be exchanged
systematically is $100.
4. Systematic exchanges will be processed at the NAV determined on the
transaction date, except that systematic exchanges into Class A shares of
the Fund from any eligible Fidelity money market fund will be processed at
the POP next determined on the transaction date (unless the money market
shares were acquired by exchange from Class A shares of another Fidelity
Advisor Fund).
HOW TO SELL SHARES
You may sell (redeem) all or a portion of your shares of the Fund on any
day the New York Stock Exchange (NYSE) is open, at the NAV next determined
after the Transfer Agent receives your request to sell, less any applicable
CDSC for Class B shares (see page 14). Orders to sell may be placed by you
in writing, by telephone or through your investment professional. If you
choose to sell shares by written instruction, you must send a letter of
instruction with your signature guaranteed either directly to the Transfer
Agent or to your investment professional, accompanied by either the
certificates representing the shares to be redeemed or, if no certificates
have been issued, by a stock power form with your signature guaranteed.
Orders to sell received by the Transfer Agent before 4:00 p.m. Eastern time
will receive that day's share price. For orders to sell placed through
your investment professional, it is the investment professional's
responsibility to transmit such orders to the Transfer Agent by 4:00 p.m.
Eastern time for you to receive that day's share price.
Once your shares are redeemed, the Fund normally will send the proceeds on
the next business day to the address of record. If making immediate payment
could adversely affect the Fund, the Fund may take up to seven days to pay
you. The Fund may withhold redemption proceeds until it is reasonably
satisfied that it has collected investments that were made by check (which
can take up to seven calendar days).
When the NYSE is closed (or when trading is restricted) for any reason
other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the SEC to merit such action, the
Fund may suspend redemption or postpone payment dates for more than seven
days. The Transfer Agent requires additional documentation to sell shares
registered in the name of a corporation, agent or fiduciary or a surviving
joint owner. Call 1-800-522-7297 for specific requirements.
REDEMPTION REQUESTS BY TELEPHONE:
TO RECEIVE A CHECK. You may sell shares of the Fund having a value of
$100,000 or less from your account by calling the Transfer Agent.
Redemption proceeds must be sent to the address of record listed on the
account, and a change of address must not have occurred within the
preceding 30 days.
TO RECEIVE A WIRE. You may sell shares of the Fund and have the proceeds
wired to a pre-designated bank account. Wires will generally be sent the
next business day following the redemption of shares from your account.
Telephone redemptions cannot be processed for Fidelity Advisor Fund
prototype retirement accounts where State Street is the custodian.
REDEMPTION REQUESTS IN WRITING. For your protection, if you redeem shares
of the Fund having a value of more than $100,000, if you are sending the
proceeds of a redemption of any amount to an address other than the address
of record listed on the account, if you have requested a change of address
within the preceding 30 days, or if you wish to have the proceeds wired to
a non-predesignated bank account, you must send a letter of instruction
signed by all registered owners with signature(s) guaranteed to the
Transfer Agent. A signature guarantee is a widely recognized way to protect
you by guaranteeing the signature on your request; it may not be provided
by a notary public. Signature guarantee(s) will be accepted from banks,
brokers, dealers, municipal securities dealers or brokers, government
securities dealers, or brokers, credit unions (if authorized under state
law), national securities exchanges, registered securities associations,
clearing agencies and savings associations.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A or
Class B shares of the Fund, you may reinvest an amount equal to all or a
portion of the redemption proceeds in the same class of shares of the Fund,
or in the same class of shares any of the other Fidelity Advisor Funds, at
the NAV next determined after receipt of your investment order, provided
that such reinvestment is made within 30 days of redemption. You must
reinstate your Class A or Class B shares into an account with the same
registration. No charge currently is made for reinvestment in Class A or
Class B shares of the Fund. For Class B shares, the dollar amount of the
CDSC you paid will be reimbursed to you by reinvesting that amount in Class
B shares. This privilege may be exercised only once by a shareholder with
respect to the Fund and certain restrictions may apply. For purposes of the
CDSC schedule, the holding period of the reinstated Class B shares will
continue as if Class B shares had not been redeemed.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM. If you own Class A shares
of the Fund worth $10,000 or more, you may periodically have proceeds sent
automatically from your account to you, to a person named by you, or to
your bank checking account. Your Systematic Withdrawal Program payments are
drawn from Class A share redemptions. If Systematic Withdrawal Program
redemptions exceed distributions earned on your Class A shares, your
account eventually may be exhausted. Since a front-end sales charge is
applied on new Class A shares you buy, it is to your disadvantage to buy
Class A shares while also making systematic redemptions. You may obtain
information about the Systematic Withdrawal Program by contacting your
investment professional. The Systematic Withdrawal Program is not
available for Class B shares.
CONTINGENT DEFERRED SALES CHARGE. Class B shares may, upon redemption, be
assessed a CDSC based on the following schedule:
FROM DATE OF PURCHASE CONTINGENT DEFERRED SALES CHARGE

19. Less than 1 year 4%
20. 1 year to less than 3 years 3%
21. 3 years to less than 4 years 2%
22. 4 years to less than 5 years 1%
23. 5 years to less than 6 years* 0%
*After a maximum holding period of 6 years, Class B shares will convert
automatically to Class A shares of the Fund.
The CDSC is calculated based on the lesser of the cost of Class B shares at
the initial date of purchase or the value of Class B shares at redemption,
not including any reinvested dividends or capital gains. In determining
the applicability and rate of any CDSC at redemption, Class B shares
representing reinvested dividends and capital gains, if any, will be
redeemed first, followed by Class B shares that have been held for the
longest period of time. Class B shares acquired through distributions
(dividends or capital gains) will not be subject to a CDSC.
CONVERSION FEATURE. After a maximum holding period of 6 years from the
initial date of purchase, Class B shares convert automatically to Class A
shares of the Fund. Conversion to Class A shares will be made at NAV. At
the time of conversion, a portion of the Class B shares purchased through
the reinvestment of dividends or capital gains (Dividend Shares) will also
convert to Class A shares. The portion of Dividend Shares that will convert
is determined by the ratio of your converting Class B non-Dividend Shares
to your total Class B non-Dividend Shares. (A portion of Class B shares
that had been acquired previously by exchange also may convert,
representing the appreciated value of, and/or reinvested dividends or
capital gains earned on, Class B shares prior to their exchange.)
CDSC WAIVERS. The CDSC may be waived (i) in cases of death or disability,
provided that the redemption is made within one year following the death or
initial determination of disability, or (ii) in connection with a total or
partial redemption made in connection with required distributions made
after age 70 1/2 from retirement plans or accounts. For more complete
information about the CDSC for Class B shares, including the Conversion
Feature and the permitted circumstances for CDSC waivers, contact your
investment professional.
DISTRIBUTION OPTIONS
When you fill out your account application, you may choose from four
Distribution Options:
1. REINVESTMENT OPTION. Dividends and capital gain distributions will be
automatically reinvested in additional Class A or Class B shares of the
Fund. If you do not indicate a choice on your account application, you will
be assigned this option.
2. INCOME-EARNED OPTION. Capital gain distributions will be automatically
reinvested in Class A or Class B shares, as applicable, but a check will be
sent for each dividend distribution.
3. CASH OPTION. A check will be sent for each dividend and capital gain
distribution.
4. DIRECTED DIVIDENDS(registered trademark) PROGRAM. Dividends and capital
gain distributions will be automatically invested in the same class of
shares of another identically registered Fidelity Advisor Fund.
You may change your Distribution Option at any time by notifying the
Transfer Agent in writing. Distribution checks for the Fund will be mailed
no later than seven days after the last day of the month. On the day the
Fund goes ex-dividend, the amount of the distribution is deducted from its
share price. Reinvestment of distributions will be made at that day's NAV.
If you select option 2 or 3 and the U.S. Postal Service cannot deliver your
checks, or if your checks remain uncashed for six months, distribution
checks will be reinvested in your account at the current NAV and your
election may be converted to the Reinvestment Option. Class B shares
acquired through distributions will not be subject to a CDSC.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. The Fund distributes substantially all of its net investment
income and capital gains to shareholders of each class each year, normally
in December.
CAPITAL GAINS. You may realize a capital gain or loss when you sell
(redeem) or exchange shares. For most types of accounts, the Fund will
report the proceeds of your redemptions to you and the Internal Revenue
Service (IRS) annually. However, because the tax treatment also depends on
your purchase price and your personal tax position, YOU SHOULD KEEP YOUR
REGULAR ACCOUNT STATEMENTS to use in determining your tax.
"BUYING A DIVIDEND." On the record date for a distribution from the Fund,
the share price is reduced by the amount of the distribution. If you buy
shares just before the record date (buying a dividend), you will pay the
full price for the shares, and then receive a portion of the price back as
a taxable distribution.
FEDERAL TAXES. Distributions from the Fund's income and short-term capital
gains are taxed as dividends, and long-term capital gain distributions are
taxed as long-term capital gains. Short-term capital gains and a portion
of the gain on bonds with a market discount are taxed as dividends.
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them in additional shares, except that distributions declared
in December and paid in January are taxable as if paid on December 31. The
Fund will send you a tax statement by January 31 showing the tax status of
the distributions you received in the past year. A copy will be filed with
the IRS. A portion of the Fund's dividends, if any, may qualify for the
dividends-received deduction for corporations. If the Fund's dividends
exceed its taxable income in any year, as a result of currency-related
losses or otherwise, all or a portion of the Fund's dividends may be
treated as a return of capital to shareholders for tax purposes.
Returns of capital are not taxable, but will reduce the cost basis of your
shares and may affect your capital gains or losses. Any returns of capital
will be reported to you on the annual tax statement the Fund sends you in
January. If you have received a return of capital distribution from the
Fund, the distribution will generally be treated as reducing the cost basis
of your shares, and should be taken into account in calculating gains and
losses. Reductions in your cost basis will cause you to report a larger
capital gain or smaller capital loss when you sell your shares.
EFFECT OF FOREIGN TAXES. The Fund may pay withholding or other taxes to
foreign governments during the year. These taxes would reduce the Fund's
dividends, but would be included in the taxable income reported on your tax
statement. You may be able to claim an offsetting tax credit or itemized
deduction for foreign taxes paid by the Fund. Your tax statement will
generally show the amount of foreign tax for which a credit or deduction
will be available.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the Fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal tax, shareholders may be subject to state or local
taxes on their investments. Investors should consult their tax advisors
for details and up-to-date information on the tax laws in their state to
determine whether the Fund is suitable to their particular tax situations.
When you sign your account application, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the Fund to
withhold 31% of your taxable distributions and redemptions.
FEES
MANAGEMENT AND OTHER SERVICES. For managing its investments and business
affairs, the Fund pays a monthly fee to FMR based on a basic fee, which is
the sum of two components and a performance adjustment. The annual basic
fee rate is comprised of:
1. A group fee rate based on the monthly average net assets of all of the
mutual funds advised by FMR. This rate cannot rise above .52%, and it
drops (to as low as a marginal rate of .31%*) as total assets in all of
these funds rise. The effective group fee rate for September 1994 was
.___%.
2. An individual fund fee, which varies.
*FMR voluntarily agreed to adopt revised group fee rate schedules which
provide for a marginal rate as low as .270% when average group net assets
exceed $390 billion. A new management contract with a revised group fee
rate schedule will be presented for approval at the next shareholder
meeting.
One-twelfth of the annual basic fee rate is applied to the Fund's net
assets averaged over the most recent month, giving a dollar amount which is
the basic fee for that month.
The performance adjustment, also calculated monthly, is based on a
comparison of the Fund's performance to that of the Standard & Poor's
Composite Index of 500 Stocks (S&P 500) over the most recent 36-month
period. The difference is converted into a dollar amount that is added to
or subtracted from the basic fee. This adjustment rewards FMR when the Fund
outperforms the S&P 500 and reduces FMR's fee when the Fund underperforms
the S&P 500. The maximum annualized performance adjustment rate is
(plus/minus) .20%. The Fund is comprised of three classes of shares:
Initial Shares, Class A shares and Class B shares. Investment performance
will be measured separately for each class, and the least of the three
results obtained will be used in calculating the performance adjustment to
the management fee paid by the Fund.
For the fiscal year ended September 30, 1994, FMR's management fee was
.___% of the Fund's average net assets.
FMR has entered into sub-advisory agreements on behalf of the Fund.
Sub-advisors provide research and investment advice with respect to issuers
based outside the United States and FMR may grant sub-advisors investment
management authority to buy and sell securities if FMR believes it would be
beneficial to the Fund.
The Fund has entered into sub-advisory agreements with Fidelity Management
& Research (U.K.) Inc. (FMR U.K. in London, England) and Fidelity
Management & Research (Far East) Inc. (FMR Far East in Tokyo, Japan). FMR
U.K. focuses primarily on issuers based in Europe, and FMR Far East focuses
primarily on issuers based in Asia and the Pacific Basin. Under the
sub-advisory agreements, FMR, not the Fund, pays FMR U.K. and FMR Far East
fees equal to 110% and 105%, respectively, of each sub-advisor's costs
incurred in connection with its sub-advisory agreement.
Each class pays the applicable Transfer Agent fees based on the type, size
and number of accounts in the applicable class and the number of monetary
transactions made by the shareholders of the applicable class.
FMR may, from time to time, agree to reimburse the Fund for expenses
(excluding interest, taxes, brokerage commissions, and extraordinary
expenses) above a specified percentage of average net assets. FMR retains
the ability to be repaid by the Fund for these expense reimbursements in
the amount that expenses fall below the limit prior to the end of the
fiscal year. Fee reimbursements by FMR will increase each class's total
return, and repayment by the Fund will lower each class's total return.
Fidelity Service Co. (Service), 82 Devonshire Street, Boston, Massachusetts
02109, an affiliate of FMR, calculates the daily share price of each class,
maintains its general accounting records, and administers its securities
lending program. The fees for pricing and bookkeeping services are based on
the Fund's average net assets, but must fall within a range of $45,000 to
$750,000 per year. The fees for securities lending services are based on
the number and duration of individual securities loans. For fiscal 1994,
the fees for pricing and bookkeeping and securities lending services
(including related out-of-pocket expenses) amounted to $____ and $____ for
Class A and Class B, respectively.
The Fund's total operating expenses for the fiscal year ended September 30,
1994 were .__% of average net assets.
24.DISTRIBUTION AND SERVICE PLANS. The Board of Trustees (the Trustees) of
the Trust has adopted a Distribution and Service Plan on behalf of Class A
and Class B of the Fund (the Plans) pursuant to Rule 12b-1 under the 1940
Act (the Rule). The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is intended
primarily to result in the sale of shares of the Fund except pursuant to a
plan adopted by the Fund under the Rule. The Trustees have adopted the
Plans to allow Class A or Class B as applicable, and FMR to incur certain
expenses that might be considered to constitute direct or indirect payment
of distribution expenses by that class. Under the Plans, each class is
authorized to pay Distributors a monthly distribution fee as compensation
for its services and expenses in connection with the distribution of shares
of that class.
CLASS A. Class A is authorized to pay Distributors a monthly distribution
fee at an annual rate of .65% (the Board can approve a maximum rate of
.75%) of Class A's average net assets determined as of the close of
business on each day throughout the month. Investment professionals will
be compensated at the rate of .25% for purchases of Class A shares of $1
million or more if the assets on which the .25% is paid remain in the
Fidelity Advisor Funds for one uninterrupted year or the investment
professional will be required to refund this fee to Distributors. The fee
will not be paid on purchases through a bank or bank-affiliated
broker-dealers that qualify for a Sales Charge Waiver described on page 7.
Up to the full amount of the distribution fee paid by Class A to
Distributors may be reallowed to investment professionals based upon the
level of marketing and distribution services provided. Also, investment
professionals who provide enhanced inquiry, order entry and sales
facilities in connection with transactions in Class A shares by their
clients may receive an administrative fee up to the maximum applicable
sales charge described in "Sales Charges and Investment Concessions" on
page 7. The distribution fee may be increased only when, in the opinion of
the Trustees, it is in the best interest of Class A shareholders to do so.
CLASS B. Class B is authorized to pay Distributors a monthly distribution
fee at an annual rate of .75% of Class B's average net assets determined as
of the close of business on each day throughout the month. In addition,
pursuant to the Class B Plan, investment professionals are compensated at
an annual rate of .25% of Class B's average net assets for providing
ongoing shareholder support services to investors in Class B shares.
The distribution fee is an expense of Class A and Class B in addition to
each class's other expenses. Such fees will comply with the restrictions
imposed by the NASD rule regarding asset-based sales charges. Such expenses
will reduce each class's net investment income and total return.
In addition, Distributors will, at its expense, provide promotional
incentives such as sales contests and luxury trips to investment
professionals who support the sale of shares of the Fund. In some
instances, these incentives will be offered only to certain types of
investment professionals, such as bank-affiliated or non-bank affiliated
broker-dealers, or to investment professionals whose representatives
provide services in connection with the sale or expected sale of
significant amounts of shares.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been fully defined, in Distributors' opinion it
should not prohibit banks from being paid for shareholder servicing and
recordkeeping. If, because of changes in law or regulation, or because of
new interpretations of existing law, a bank or the Fund were prevented from
continuing these arrangements, it is expected that the Trustees would make
other arrangements for these services and that shareholders would not
suffer adverse financial consequences. In addition, state securities laws
on this issue may differ from the interpretations of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law.
VALUATION
Each class's shares are valued separately at NAV. The NAV of each class is
determined by adding the class's pro rata share of the value of all
security holdings and other assets of the Fund, deducting the class's pro
rata share of the Fund's liabilities, deducting the liabilities allocated
to that class, and then dividing the result by the number of shares in that
class that are outstanding.
NAV normally is calculated as of the close of business of the NYSE
(normally 4:00 p.m. Eastern time). The Fund is open for business and NAV is
calculated each day the NYSE is open for trading. Foreign securities are
valued based on quotations from the primary market in which they are traded
and are converted from the local currency into U.S. dollars using current
exchange rates. Fund securities and other assets are valued primarily on
the basis of market quotations furnished by pricing services, or if
quotations are not available, or if the values have been materially
affected by the events occurring after the foreign market's closing, by a
method that the Board of Trustees believes accurately reflects fair value.
PERFORMANCE
Performance may be quoted in advertising in terms of total return. All
performance information is historical and is not intended to indicate
future performance. Share price and total return fluctuate in response to
market conditions and other factors, and the value of each class of shares
when sold may be worth more or less than their original cost. Excluding a
sales charge from a performance calculation produces a higher total return
figure. Each class will show its performance separately. TOTAL RETURN is
the change in value of an investment in the Fund over a given period,
assuming reinvestment of any dividends and capital gains. A CUMULATIVE
TOTAL RETURN reflects actual performance over a stated period of time. An
AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as
actual year-by-year results. Average annual and cumulative total returns
usually will include the effect of paying the Fund's maximum sales charge
When a class quotes an average annual total return covering a period of
less than one year, the calculation assumes the performance will remain
constant for the rest of the year. Since this may or may not occur, these
average annual total returns should be viewed as hypothetical returns
rather than actual performance.
Other illustrations of performance may show moving averages over specified
periods.
The following chart compares each class's year-by-year total returns to the
record of the S & P 500, a widely recognized, unmanaged index of common
stock prices. Figures for the S&P 500 include the change in value of the
S&P 500 and assume reinvestment of all dividends paid by the S&P 500
stocks. Tax consequences are not included in the illustration, nor are
brokerage or other fees calculated in the S&P 500 figures.
Compare the performance of each class of Strategic Opportunities to the
record of the S&P 500.

Years Ended Initial shares Class A Class B S&P 500
September 30 Total Return Total Return Total Return Total
Return
1984* 5.15 5.15 6.39
4.52
1985 12.05 12.05 13.64 14.39
1986 39.16 39.16 42.10 31.51
1987 16.08 15.66 17.43 43.27
1988 -9.16 -9.50 -8.24 -12.54
1989 24.96 24.25 26.45 32.97
1990 -13.29 -13.79 -13.02 -9.23
1991 23.83 23.36 25.51 31.17
1992 2.77 2.17 3.61
11.05
1993 20.95 20.33 22.33 13.00
1994

* From Fund commencement date, December 31, 1983 through September 30,
1984.
Total returns for Initial shares and Class A shares include the effect of
the maximum 4.75% front-end sales charge. Total returns for Class B shares
include the effect of the maximum CDSC applicable at the end of the stated
period. The initial offering of Class A shares was August 20, 1986. On
January 1, 1987, Class A imposed a .65% 12b-1 fee, which is not reflected
in returns prior to that date. The initial offering of Class B shares,
which carry a 1.00% 12b-1 fee (including a .25% shareholder service fee)
was on June 30, 1994. Class B total returns calculated for periods prior to
that date reflect the effects of Class A's .65% 12b-1 fee and of the
applicable maximum CDSC. Actual Class B total returns would have been lower
due to higher 12b-1 fees.
When considering the Fund's performance you should bear in mind these
additional factors:
(medium solid bullet) The Fund's emphasis is on stocks, so performance is
closely related to stock market performance, including short-term market
swings.
(medium solid bullet) Stock prices fluctuated widely over the periods
shown.
For additional performance information, please contact your investment
professional or Distributors for a free Annual Report or SAI.
PORTFOLIO TRANSACTIONS
FMR uses various brokerage firms to carry out the Fund's equity security
transactions. Fixed-income securities are generally traded in the
over-the-counter market through broker-dealers. FMR chooses broker-dealers
by judging professional ability and quality of service. A broker-dealer is
a securities firm or bank which makes a market for securities by offering
to buy at one price and sell at a slightly higher price. The difference is
known as a spread. Foreign securities are normally traded in foreign
countries since the best available market for foreign securities is often
on foreign markets. In transactions on foreign stock exchanges, brokers'
commissions are generally fixed and are often higher than in the United
States, where commissions are negotiated. Since FMR, directly or through
affiliated sub-advisors, places a large number of transactions, including
those of Fidelity's other funds, the Fund pays lower commissions than those
paid by individual investors, and broker-dealers are willing to work with
the Fund on a more favorable spread.
The Fund has authorized FMR to allocate transactions to some broker-dealers
who help distribute the Fund's shares or the shares of Fidelity's other
funds to the extent permitted by law, and on an agency basis, to Fidelity
Brokerage Services, Inc. (FBSI) and Fidelity Brokerage Services Ltd.
(FBSL), affiliates of FMR. FMR will make such allocations if commissions
are comparable to those charged by non-affiliated qualified broker-dealers
for similar services.
FMR may also allocate brokerage transactions to the Fund's custodian,
acting as a broker-dealer, or other broker-dealers, so long as transaction
quality is comparable to that of other qualified broker-dealers, where the
broker-dealer will allocate a portion of the commissions paid toward
payment of each class's expenses. These expenses currently include transfer
agent fees and custodian fees.
Higher commissions may be paid to those firms that provide research,
valuation and other services to the extent permitted by law. FMR also is
authorized to allocate brokerage transactions to FBSI in order to secure
from FBSI research services produced by third party, independent entities.
FMR may use this research information in managing the Fund's assets, as
well as assets of other clients.
The frequency of portfolio transactions - the turnover rate - will vary
from year to year depending on market conditions. The Fund's turnover rate
for the fiscal period ended September 30, 1994 was ___%. Because a high
portfolio turnover rate increases transaction costs and may increase
taxable capital gains, FMR carefully weighs the anticipated benefits of
short-term investing against these consequences.
THE FUND AND THE FIDELITY ORGANIZATION
The Fund is a diversified fund of Fidelity Advisor Series VIII (the Trust),
an open-end, management investment company organized as a Massachusetts
business trust on September 23, 1983. The Trustees supervise Fund
activities and reviews contractual arrangements with companies that provide
the Fund with services. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings, although special meetings may
be called for a specific class, the Fund or the Trust as a whole for
purposes such as electing or removing Trustees, changing fundamental
investment policies or limitations or approving a management contract or
plan of distribution. As a shareholder you receive one vote for each share
you own and fractional votes for each fractional share you own. Initial
shareholders, Class A shareholders and Class B shareholders vote separately
on those matters which pertain only to Initial Shares, Class A Shares or
Class B Shares, respectively. There is a possibility that claims asserted
against one class of shares may subject the other class of shares to
certain liabilities. Performance calculations will be made separately for
Initial Shares, Class A shares and Class B shares.
INITIAL SHARES. The Fund offers a class of shares with a maximum 4.75%
front-end sales charge to current holders of such shares (Initial Shares).
New investors may not purchase Initial Shares. Current shareholders may
make additional investments in Initial Shares of $250 or more. The minimum
account balance for Initial Shares is $1,000. Reduced sales charges apply
to purchases of $50,000 or more of Initial shares. An investor in Initial
Shares also may qualify for a reduction of the sales charge under the
Rights of Accumulation or Letter of Intent programs. Sales charges on
Initial Shares are waived for certain groups of investors. Transfer agent
and shareholders services for Initial shares are performed by Service. For
the fiscal year ended September 30, 1994, total operating expenses as a
percentage of net assets for Initial Shares were .___%.
Fidelity Investments is one of America's largest investment management
organizations and has its principal business address at 82 Devonshire
Street, Boston, MA 02109. It includes a number of different companies that
provide a variety of financial services and products. The Fund employs
various Fidelity companies to perform certain activities required to
operate the Fund.
FMR is the original Fidelity company founded in 1946. It provides a number
of mutual funds and other clients with investment research and portfolio
management services. It maintains a large staff of experienced investment
personnel and a full complement of related support facilities. As of
September 30, 1994, FMR advised funds having approximately __ million
shareholder accounts with a total value of more than ___ billion.
Distributors distributes shares for the Fidelity funds.
FMR Corp is the ultimate parent company of FMR, FMR U.K., and FMR Far
East through ownership of voting common stock, members of the Edward C.
Johnson 3d family form a controlling group with respect to FMR Corp.
Changes may occur in the Johnson family group, through death or disability,
which would result in changes in each individual family members' holding of
stock. Such changes could result in one ore more family members becoming
holders of over 25% of the stock. FMR Corp. has received an opinion of
counsel that changes in the composition of the Johnson family group under
these circumstances would not result in the termination of the Fund's
management or distribution contracts and, accordingly, would not require a
shareholder vote to continue operation under those contracts.
Daniel R. Frank is vice president and manager of the Fund which he has
managed since December 1983. Previously, he was an assistant to Peter
Lynch on Magellan. Mr. Frank joined Fidelity in 1979.
APPENDIX
The following paragraphs provide a brief description of securities in which
the Fund may invest and transactions it may make. The Fund is not limited
by this discussion, however, and may purchase other types of securities and
enter into other types of transactions if they are consistent with the
Fund's investment objective and policies.
FOREIGN INVESTMENTS. Investment in foreign securities involves additional
risks. Foreign securities and securities denominated in or indexed to
foreign currencies may be affected by the strength of foreign currencies
relative to the U.S. dollar, or by political or economic developments in
foreign countries. Foreign companies may not be subject to accounting
standards or governmental supervision comparable to U.S. companies, and
there may be less public information about their operations. Foreign
markets may be less liquid or more volatile than U.S. markets, and may
offer less protection to investors. In addition to the political and
economic factors that can affect foreign securities, a governmental issuer
may be unwilling to repay principal and interest when due, and may require
that the conditions for payment be renegotiated. These factors could make
foreign investments, especially those in developing countries, more
volatile. FMR considers these factors when making foreign investments.
The Fund may enter into forward currency contracts (agreements to exchange
one currency for another at a future date) to manage currency risks and to
facilitate transactions in foreign securities. Although currency forward
contracts can be used to protect the Fund from adverse exchange rate
changes, they involve a risk of loss if FMR fails to predict foreign
currency values correctly.
REPURCHASE AGREEMENTS AND SECURITIES LOANS. In a repurchase agreement the
Fund buys a security and simultaneously agrees to sell it back at a higher
price. The Fund may also make securities loans to broker-dealers and
institutional investors, including FBSI. In the event of the bankruptcy of
the other party to either a repurchase agreement or a securities loan, the
Fund could experience delays in recovering its cash or the securities it
lent. To the extent that, in the meantime, the value of the securities
purchased had decreased, or the value of the securities lent had increased,
the Fund could experience a loss. In all cases, FMR must find the
creditworthiness of the other party to the transaction satisfactory.
OPTIONS AND FUTURES CONTRACTS. The Fund may buy and sell options and
futures contracts to manage its exposure to changing interest rates,
security prices, and currency exchange rates. Some options and futures
strategies, including selling futures, buying puts and writing calls, tend
to hedge the Fund's investments against price fluctuations. Other
strategies, including buying futures, writing puts and buying calls, tend
to increase market exposure. Options and futures may be combined with each
other or with forward contracts in order to adjust the risk and return
characteristics of the overall strategy. The Fund may invest in options and
futures based on any type of security, index, or currency, including
options and futures traded on foreign exchanges and options not traded on
exchanges.
Options and futures can be volatile investments and involve certain risks.
If FMR applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower the Fund's return.
The Fund could also experience losses if the prices of its options and
futures positions were poorly correlated with its other investments, or if
it could not close out its positions because of an illiquid secondary
market. Options and futures do not pay interest, but may produce taxable
capital gains.
The Fund will not hedge more than 25% of its total assets by selling
futures, writing calls, and buying puts under normal conditions. In
addition, the Fund will not buy futures or write puts whose underlying
value exceeds 25% of its total assets, and will not buy calls with a value
exceeding 5% of its total assets.
ILLIQUID INVESTMENTS. Under the supervision of the Board of Trustees, FMR
determines the liquidity of the Fund's investments. The absence of a
trading market can make it difficult to ascertain a market value for
illiquid investments. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for the Fund to sell them promptly at an acceptable price.
INDEXED SECURITIES. The Fund may invest in indexed securities whose value
is linked to currencies, interest rates, commodities, indices, or other
financial indicators. Most indexed securities are short to intermediate
term debt securities whose value at maturity or interest rates rise or fall
according to the change in one or more specified underlying instruments.
Indexed securities may be positively or negatively indexed (i.e., their
value may increase or decrease if the underlying instrument appreciates),
and may have return characteristics similar to direct investments in the
underlying instrument or to one or more options on the underlying
instrument. Indexed securities may be more volatile than the underlying
instrument itself.
SWAP AGREEMENTS. As one way of managing its exposure to different types of
investments, the Fund may enter into interest rate swaps, currency swaps,
and other types of swap agreements such as caps, collars, and floors. In a
typical interest rate swap, one party agrees to make regular payments equal
to a floating interest rate times a "notional principal amount," in return
for payments equal to a fixed rate times the same amount, for a specified
period of time. If a swap agreement provides for payments in different
currencies, the parties might agree to exchange the notional principal
amount as well. Swaps may also depend on other prices or rates, such as the
value of an index or mortgage prepayment rates.
Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks
assumed. As a result, swaps can be highly volatile and may have a
considerable impact on the Fund's performance. Swap agreements are subject
to risks related to the counterparty's ability to perform, and may decline
in value if the counterparty's creditworthiness deteriorates. The Fund may
also suffer losses if it is unable to terminate outstanding swap agreements
or reduce its exposure through offsetting transactions.
RESTRICTED SECURITIES. The Fund may purchase securities which cannot be
sold to the public without registration under the Securities Act of 1933
(restricted securities). Unless registered for sale, these securities can
only be sold in privately negotiated transactions or pursuant to an
exemption from registration.
INTERFUND BORROWING PROGRAM. The Fund has received permission from the SEC
to lend money to and borrow money from other funds advised by FMR or its
affiliates. Interfund loans and borrowings normally will extend overnight,
but can have a maximum duration of seven days. The Fund will lend through
the program only when the returns are higher than those available at the
same time from other short-term investments (such as repurchase
agreements), and will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. The Fund will not lend more
than 5% of its assets to other funds, and will not borrow through the
program if, after doing so, total outstanding borrowings would exceed 15%
of total assets. Loans may be called on one day's notice, and the Fund may
have to borrow from a bank at a higher interest rate if an interfund loan
is called or not renewed. Any delay in repayment to a lending fund could
result in a lost investment opportunity or additional borrowing costs.
WARRANTS. The Fund may invest in warrants which entitle the
holder to buy equity securities at a specific price for a specific period
of time. Warrants tend to be more volatile than their underlying
securities. Also, the value of the warrant does not necessarily change with
the value of the underlying securities and a warrant ceases to have value
if it is not exercised prior to the expiration date.
ZERO COUPON BONDS. Zero coupon bonds do not make interest payments;
instead, they are sold at a deep discount from their face value and are
redeemed at face value when they mature. Because zero coupon bonds do not
pay current income, their prices can be very volatile when interest rates
change. In calculating its daily dividend, the Fund takes into account as
income a portion of the difference between a zero coupon bond's purchase
price and its face value.
A broker-dealer creates a DERIVATIVE ZERO by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of derivative zeros.
The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and
principal components of an outstanding U.S. Treasury bond and selling them
as individual securities. Bonds issued by the Resolution Funding
Corporation (REFCORP) and the Financing Corporation (FICO) can also be
separated in this fashion. ORIGINAL ISSUE ZEROS are zero coupon securities
originally issued by the U.S. government, a government agency, or a
corporation in zero coupon form.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owed by a
corporate, governmental or other borrower to another party. They may
represent amounts owed to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve the risk
of loss in case of default or insolvency of the borrower. Direct debt
instruments may offer less legal protection to the Fund in the event of
fraud or misrepresentation. In addition, loan participations involve a risk
of insolvency of the lending bank or other financial intermediary. Direct
debt instruments also may include standby financing commitments that
obligate the Fund to supply additional cash to the borrower on demand.
LOWER-RATED DEBT SECURITIES. The Fund may purchase lower-rated debt
securities (those rated Ba or lower by Moody's or BB or lower by S&P) that
have poor protection against default in the payment of principal and
interest, or may be in default. These securities are often considered to be
speculative and involve greater risk of loss or price changes due to
changes in the issuer's capacity to pay. The market prices of lower-rated
debt securities may fluctuate more than those of higher-rated debt
securities, and may decline significantly in periods of general economic
difficulty which may follow periods of rising interest rates.
DEBT OBLIGATIONS. The table below provides a summary of ratings assigned to
debt holdings (not including money market instruments) in the Fund's
portfolio. These figures are dollar-weighted averages of month-end
portfolio holdings during the thirteen months ended September 30, 1994,
presented as a percentage of total investments. These percentages are
historical and are not necessarily indicative of the quality of current or
future portfolio holdings, which may vary.
S&P MOODY'S
RATING AVERAGE RATING AVERAGE DESCRIPTION
INVESTMENT GRADE
AAA/AA/A % Aaa/Aa/A % Highest quality/ high quality
upper medium grade
BBB --% Baa --% Medium grade

PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial statements for the fiscal year ended September 30, 1994 to
be filed by subsequent amendment.
(b) Exhibits:
(1) (a) Declaration of Trust as Amended and Restated October 1, 1986 is
incorporated herein
by reference to Exhibit 1(b) to Post-Effective Amendment No. 7.
(b) Supplement to the Declaration of Trust dated November 16, 1984 is
incorporated herein by reference to Exhibit 1(a) to Post-Effective
Amendment No. 3.
(c) Form of Supplement to the Declaration of Trust dated November 29,
1990 is incorporated
herein by reference to Exhibit 1(c) to Post-Effective Amendment No. 15.

(d) Amendment to Declaration of Trust dated July 15, 1993 is
incorporated herein by reference as
Exhibit 1(d) to Post-Effective Amendment No. 21.
(2) (a) By-Laws of the Trust are incorporated herein by reference to
Exhibit 2 to Registration Statement No. 2-86711.
(b) Supplement to the By-laws of the Trust dated November 29, 1990 is
incorporated herein by reference to Exhibit 2(a) to Post-Effective
Amendment No. 15.
(3) Not applicable.
(4) Not applicable.
(5) (a) Amended Management Contract between the Registrant, on behalf of
Fidelity Special Situations Fund, and Fidelity Management & Research Co. is
incorporated herein by reference to Exhibit 5 to Post-Effective Amendment
No. 8.
(b) Management Contract between the Registrant, on behalf of Fidelity
Special Situations Fund, and Fidelity Management & Research Co., dated
November 29, 1990 is incorporated herein by reference to Exhibit 5(b) to
Post-Effective Amendment No. 16.
(c) Form of Management Contract between the Registrant, on behalf of
Fidelity Advisor Emerging Markets Income Fund, and Fidelity Management &
Research Co., dated January 20, 1994, is incorporated herein by reference
to Exhibit 5(c) to Post-Effective Amendment No. 24.
(d) Sub-Advisory agreement among the Registrant, on behalf of Fidelity
Special Situations Fund, Fidelity Management & Research Co. and Fidelity
Management & Research (U.K.) Inc. dated November 29, 1990 is electronically
filed herein as Exhibit 5(d).
(e) Sub-advisory agreement among the Registrant, on behalf of Fidelity
Special Situations Fund, Fidelity Management & Research Co. and Fidelity
Management & Research (Far East) Inc. dated November 29, 1990 is
electronically filed herein as Exhibit 5(e).
(f) Form of Sub-Advisory Agreement among the Registrant, on behalf of
Fidelity Advisor Emerging Markets Income Fund, Fidelity Management &
Research Co. and Fidelity Management and Research (U.K.) Inc., is
incorporated by reference to Exhibit 5(f) to Post-Effective Amendment No.
24.
(g) Form of Sub-Advisory Agreement among the Registrant, on behalf of
Fidelity Advisor Emerging Markets Income Fund, Fidelity Management &
Research Co. and Fidelity Management and Research (Far East) Inc., is
incorporated by reference to Exhibit 5(g) to Post-Effective Amendment No.
24.
(h) Form of Sub-Advisory Agreement among the Registrant, on behalf of
Fidelity Advisor
Emerging Markets Income Fund, Fidelity International Investment Advisors
(U.K.) Limited and Fidelity International Investment Advisors, is
incorporated by reference to Exhibit 5(h)
to Post-Effective Amendment No. 24.
(i) Form of Sub-Advisory Agreement among the Registrant, on behalf of
Fidelity Advisor
Emerging Markets Income Fund, Fidelity International Investment
Advisors and Fidelity
Management & Research Co., is incorporated by reference to Exhibit 5(i)
to Post-Effective
Amendment No. 24.
(j) Form of Management Contract between the Registrant, on behalf of
Fidelity Advisor Strategic Income Fund, and Fidelity Management & Research
Co. is electronically filed herein as Exhibit 5(j).
(k) Form of Sub-Advisory agreement among the Registrant, on behalf of
Fidelity Advisor Strategic Income Fund, Fidelity Management & Research Co.
and Fidelity Management & Research (U.K.) Inc. is electronically filed
herein as Exhibit 5(k).
(l) Form of Sub-advisory agreement among the Registrant, on behalf of
Fidelity Advisor Strategic Income Fund, Fidelity Management & Research Co.
and Fidelity Management & Research (Far East) Inc. is electronically filed
herein as Exhibit 5(l).
(m) Form of Sub-Advisory Agreement among Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors on behalf of Fidelity Advisor Strategic Income
Fund, is electronically filed herein as Exhibit 5(m).

(n) Form of Sub-Advisory Agreement among the Registrant, on behalf of
Fidelity Advisor
Strategic Income Fund, Fidelity International Investment Advisors and
Fidelity
Management & Research Co., is electronically filed herein as Exhibit
5(n).
(o) Form of Sub-Advisory Agreement among the Registrant, on behalf of
Fidelity Advisor
Strategic Income Fund, Fidelity Investments Japan Limited and Fidelity
Management & Research Co., is electronically filed herein as Exhibit
5(o).
(6) (a) Distribution Agreement between the Registrant and Fidelity
Distributors Corporation dated December 30, 1983 is incorporated herein by
reference to Exhibit 6 to Post-Effective Amendment No. 1.
(b) Amended Distribution Agreement between the Registrant and Fidelity
Distributors Corporation dated as of April 1, 1987 is incorporated by
reference to Exhibit 6(a) to Post-Effective Amendment No. 9.
(c) Form of General Distribution Agreement between the Registrant, on
behalf of Fidelity Advisor Emerging Markets Income Fund, and Fidelity
Distributors Corporation, is incorporated by reference to Exhibit 6(b) to
Post-Effective Amendment No. 24.
(d) Form of General Distribution Agreement between the Registrant, on
behalf of Fidelity Advisor Strategic Income Fund, and Fidelity Distributors
Corporation, is electronically filed herein as Exhibit 6(d).
(7) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, is incorporated herein by
reference to Exhibit 7 to Post-Effective Amendment No. 18.
(8) (a) Custodian Agreement between the Registrant and Brown Brothers
Harriman & Co. dated December 30, 1983, is incorporated herein by reference
to Exhibit 8 to Post-Effective Amendment No. 1.
(b) Amended Custodian Agreement between the Registrant and Brown
Brothers Harriman & Co. dated July 23, 1987, is incorporated herein by
reference to Exhibit 8(b) to Post-Effective Amendment No. 11.
(c) Form of Custodian Agreement between the Registrant, on behalf of
Fidelity Advisor Emerging Markets Income Fund, and Chase Manhattan Bank,
N.A., is incorporated by reference to Exhibit 8(c) to Post-Effective
Amendment No. 24.
(d) Form of Custodian Agreement between the Registrant, on behalf of
Fidelity Advisor Strategic Income Fund, and Chase Manhattan Bank, N.A., is
electronically filed herein as Exhibit 8(d).
(9) (a) Master Agreement between the Registrant, FMR Corp., and Fidelity
Service Co. dated April 1, 1984 and Schedules A, B and C relating to
transfer agency, portfolio bookkeeping and securities lending services are
incorporated herein by reference to Exhibit 9 to Post-Effective Amendment
No. 4.
(b) Transfer Agency Agreement between the Registrant's Plymouth Class
shares dated January 1, 1987 and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 9(b) to Post-Effective
Amendment No. 8.
(c) Form of Amended Service Agreement of Schedules C between
Registrant's Initial class, FMR Corp. and Fidelity Service Co. is
incorporated herein by reference to Exhibit 9(c) to Post-Effective
Amendment No. 15.
(d) Schedule B to the Amended Service Agreement dated July 1, 1991
between Registrant's Initial Class and Plymouth Class, FMR Corp. and
Fidelity Service Co. is incorporated by reference herein as Exhibit 9(d) to
Post-Effective Amendment No. 25.
(e) Form of Schedule A to the Transfer Agency Agreement between the
Registrant, on behalf of Fidelity Advisor Emerging Markets Income Fund, and
Fidelity Investments Institutional Operations Corporation, is incorporated
by reference to Exhibit 9(e) to Post-Effective Amendment No. 24.
(f) Form of Schedule B to the Transfer Agency Agreement between the
Registrant, on behalf of Fidelity Advisor Emerging Markets Income Fund, and
Fidelity Service Company, is incorporated by reference to Exhibit 9(f) to
Post-Effective Amendment No. 24.
(g) Form of Schedule C to the Transfer Agency Agreement between the
Registrant, on behalf of Fidelity Advisor Emerging Markets Income Fund, and
Fidelity Service Company, is incorporated by reference to Exhibit 9(g) to
Post-Effective Amendment No. 24.
(10) None.
(11) Not applicable.
(12) Not Applicable.
(13) Not Applicable.
(14) Forms for:
Fidelity Advisor Strategic Opportunities Fund-Initial Shares
(a) Individual Retirement Account, Custodial Agreement and Disclosure
Statement;
(b) Defined Contribution Retirement Plan and Trust Agreement;
(c) Defined Benefit Pension Plan and Trust;
(d) IRA Custodial Agreement and Disclosure Statement (Group);
(e) 403(b)(7) Account Custodial Agreement; and
(f) 401(a) Prototype Plan for Tax-Exempt Employees are incorporated
herein by reference to
Exhibits 14(a)-(f) to Post-Effective Amendement No. 16.
Fidelity Advisor Strategic Opportunities Fund- Class A and Class B
(g) Fidelity Master Plan for Savings and Investments - Adoption
Agreement;
(h) Fidelity Master Plan for Savings and Investments - Plan and Trust
Documents;
(i) Fidelity Master Plan for Savings and Investments - Summary Plan
Description;
(j) Advisor Investments IRA Custodial Agreement; and
(k) Advisor Investments Defined Contribution Retirement Plan and Trust
Agreement are
incorporated herein by reference to Exhibits 14(g)-(k) to
Post-Effective Amendment No. 16.
(l) Form of Fidelity Advisor Funds Individual Retirement Account
Custodial Agreement
Disclosure Statement in effect as of January 1, 1994 is incorporated
herein as Exhbit 14(l).
(15) (a) Distribution and Service Plan pursuant to Rule 12b -1 between
the Registrant, on behalf of Fidelity Advisor Strategic Opportunities Fund,
and Fidelity Distributors Corporation dated April 1, 1987, is incorporated
herein by reference to Exhibit 15(a) to Post-Effective Amendment No. 8.

(b) Form of Distribution and Service Plan pursuant to Rule 12b -1
between the Registrant, on behalf of Fidelity Emerging Markets Income Fund,
Class B, and Fidelity Distributors Corporation, is incorporated herein by
reference to Exhibit 15(b) to Post-Effective Amendment No. 27.

(c) Form of Distribution and Service Plan pursuant to Rule 12b -1
between the Registrant, on behalf of Fidelity Strategic Opportunities Fund,
Class B, and Fidelity Distributors Corporation, is incorporated herein by
reference as Exhibit 15(c) to Post-Effective Amendment No. 27.
(d) Form of Distribution and Service Plan pursuant to Rule 12b -1
between the Registrant, on behalf of Fidelity Advisor Strategic Income
Fund, Class B, and Fidelity Distributors Corporation, is electronically
filed herein as Exhibit 15(d).
(e) Form of Distribution and Service Plan pursuant to Rule 12b -1
between the Registrant, on behalf of Fidelity Advisor Strategic Income
Fund, Class A, and Fidelity Distributors Corporation, is electronically
filed herein as Exhibit 15(e).

(16) (a) Schedule for computations of performance quotations for Fidelity
Advisor Strategic Opportunities Fund- Class A shares is incorporated herein
by reference to Exhibit 16(a) to Post-Effective Amendment No. 11.
(b) Schedule for computation of performance quotations for Fidelity
Advisor Strategic Opportunities Fund- Initial Shares is incorporated herein
by reference to Exhibit 16(b) to Post-Effective Amendment No. 11.

(c) Schedule for computation of moving averages for Fidelity Advisor
Strategic Opportunities Fund is elecronically filed herein as Exhibit
16(c).
Item 25. Persons Controlled by or Under Common Control with Registrant
The Board of Trustees of the Registrant is the same as the boards of other
funds in the Fidelity family of funds, each of which has Fidelity
Management & Research Company as its investment adviser. In addition the
officers of these funds are substantially identical. Nonetheless, the
Registrant takes the position that it is not under common control with
these other funds since the power residing in the respective boards and
officers arises as the result of an official position with the respective
funds.
Item 26. Number of Holders of Securities
July 31, 1994
Title of Class Number of Record Holders

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Strategic Opportunities Fund - Initial Shares 1,458

Fidelity Advisor Strategic Opportunities Fund - Class A 28,808

Fidelity Advisor Strategic Opportunities Fund - Class B 159

Fidelity Emerging Markets Income Fund - Class A 568

Fidelity Emerging Markets Income Fund - Class B 58

</TABLE>

Item 27. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer. It states that the
Registrant shall indemnify any present or past Trustee, or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action suit or
proceeding in which he is involved by virtue of his service as a trustee,
an officer, or both. Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification. Indemnification will
not be provided in certain circumstances, however. These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.

Item 28. Business and Other Connections of Investment Adviser
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman of the Executive Committee of FMR; President
and Chief Executive Officer of FMR Corp.; Chairman of
the Board and a Director of FMR, FMR Corp., FMR Texas
Inc., Fidelity Management & Research (U.K.) Inc. and
Fidelity Management & Research (Far East) Inc.; President
and Trustee of funds advised by FMR;

J. Gary Burkhead President of FMR; Managing Director of FMR Corp.;
President and a Director of FMR Texas Inc., Fidelity
Management & Research (U.K.) Inc. and Fidelity
Management & Research (Far East) Inc.; Senior Vice
President and Trustee of funds advised by FMR.

Peter S. Lynch Vice Chairman of FMR (1992).

David Breazzano Vice President of FMR (1993) and of a fund advised by
FMR.

Stephan Campbell Vice President of FMR (1993).

Rufus C. Cushman, Jr. Vice President of FMR and of funds advised by FMR;
Corporate Preferred Group Leader.

Will Danoff Vice President of FMR (1993) and of a fund advised by
FMR.

Scott DeSano Vice President of FMR (1993).

Penelope Dobkin Vice President of FMR and of a fund advised by FMR.

Larry Domash Vice President of FMR (1993).

George Domolky Vice President of FMR (1993) and of a fund advised by
FMR.

Charles F. Dornbush Senior Vice President of FMR; Chief Financial Officer of
the Fidelity funds; Treasurer of FMR Texas Inc., Fidelity
Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.

Robert K. Duby Vice President of FMR.

Margaret L. Eagle Vice President of FMR and of a fund advised by FMR.

Kathryn L. Eklund Vice President of FMR.

Richard B. Fentin Senior Vice President of FMR (1993) and of a fund advised
by FMR.

Daniel R. Frank Vice President of FMR and of funds advised by FMR.

Gary L. French Vice President of FMR and Treasurer of the funds advised
by FMR. Prior to assuming the position as Treasurer he
was Senior Vice President, Fund Accounting - Fidelity
Accounting & Custody Services Co.

Michael S. Gray Vice President of FMR and of funds advised by FMR.

Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.

William J. Hayes Senior Vice President of FMR; Income/Growth Group
Leader and International Group Leader.

Robert Haber Vice President of FMR and of funds advised by FMR.

Daniel Harmetz Vice President of FMR and of a fund advised by FMR.

Ellen S. Heller Vice President of FMR.

</TABLE>

John Hickling Vice President of FMR (1993) and of funds advised by
FMR.

Robert F. Hill Vice President of FMR; and Director of Technical
Research.

Stephan Jonas Vice President of FMR (1993).

David B. Jones Vice President of FMR (1993).

Steven Kaye Vice President of FMR (1993) and of a fund advised by
FMR.

Frank Knox Vice President of FMR (1993).

Robert A. Lawrence Senior Vice President of FMR (1993); and High Income
Group Leader.

Alan Leifer Vice President of FMR and of a fund advised by FMR.

Harris Leviton Vice President of FMR (1993) and of a fund advised by
FMR.

Bradford E. Lewis Vice President of FMR and of funds advised by FMR.

Robert H. Morrison Vice President of FMR and Director of Equity Trading.

David Murphy Vice President of FMR and of funds advised by FMR.

Jacques Perold Vice President of FMR.

Brian Posner Vice President of FMR (1993) and of a fund advised by
FMR.

Anne Punzak Vice President of FMR and of funds advised by FMR.

Richard A. Spillane Vice President of FMR and of funds advised by FMR; and
Director of Equity Research.

Robert E. Stansky Senior Vice President of FMR (1993) and of funds advised
by FMR.

Thomas Steffanci Senior Vice President of FMR (1993); and Fixed-Income
Division Head.

Gary L. Swayze Vice President of FMR and of funds advised by FMR; and
Tax-Free Fixed-Income Group Leader.

Donald Taylor Vice President of FMR (1993) and of funds advised by
FMR.

Beth F. Terrana Senior Vice President of FMR (1993) and of funds advised
by FMR.

Joel Tillinghast Vice President of FMR (1993) and of a fund advised by
FMR.

Robert Tucket Vice President of FMR (1993).

George A. Vanderheiden Senior Vice President of FMR; Vice President of funds
advised by FMR; and Growth Group Leader.

Jeffrey Vinik Senior Vice President of FMR (1993) and of a fund advised
by FMR.

Guy E. Wickwire Vice President of FMR and of a fund advised by FMR.

Arthur S. Loring Senior Vice President (1993), Clerk and General Counsel of
FMR; Vice President, Legal of FMR Corp.; and Secretary
of funds advised by FMR.

</TABLE>

(2) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
FMR U.K. provides investment advisory services to Fidelity Management &
Research Company and Fidelity Management Trust Company. The directors and
officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR U.K.; Chairman of the
Executive Committee of FMR; Chief Executive Officer of FMR
Corp.; Chairman of the Board and a Director of FMR, FMR
Corp., FMR Texas Inc., and Fidelity Management & Research
(Far East) Inc.; President and Trustee of funds advised by FMR.

J. Gary Burkhead President and Director of FMR U.K.; President of FMR;
Managing Director of FMR Corp.; President and a Director of
FMR Texas Inc. and Fidelity Management & Research (Far
East) Inc.; Senior Vice President and Trustee of funds advised
by FMR.

Richard C. Habermann Senior Vice President of FMR U.K.; Senior Vice President of
Fidelity Management & Research (Far East) Inc.; Director of
Worldwide Research of FMR.

Charles F. Dornbush Treasurer of FMR U.K.; Treasurer of Fidelity Management &
Research (Far East) Inc.; Treasurer of FMR Texas Inc., Senior
Vice President and Chief Financial Officer of the Fidelity funds.

David Weinstein Clerk of FMR U.K.; Clerk of Fidelity Management & Research
(Far East) Inc.; Secretary of FMR Texas Inc.

</TABLE>

(3) FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. (FMR Far East)
FMR Far East provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company. The directors
and officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR Far East; Chairman of the
Executive Committee of FMR; Chief Executive Officer of
FMR Corp.; Chairman of the Board and a Director of
FMR, FMR Corp., FMR Texas Inc. and Fidelity
Management & Research (U.K.) Inc.; President and
Trustee of funds advised by FMR.

J. Gary Burkhead President and Director of FMR Far East; President of
FMR; Managing Director of FMR Corp.; President and a
Director of FMR Texas Inc. and Fidelity Management &
Research (U.K.) Inc.; Senior Vice President and Trustee
of funds advised by FMR.

Richard C. Habermann Senior Vice President of FMR Far East; Senior Vice
President of Fidelity Management & Research (U.K.)
Inc.; Director of Worldwide Research of FMR.

William R. Ebsworth Vice President of FMR Far East.

Bill Wilder Vice President of FMR Far East (1993).

Charles F. Dornbush Treasurer of FMR Far East; Treasurer of Fidelity
Management & Research (U.K.) Inc.; Treasurer of FMR
Texas Inc.; Senior Vice President and Chief Financial
Officer of the Fidelity funds.

David C. Weinstein Clerk of FMR Far East; Clerk of Fidelity Management &
Research (U.K.) Inc.; Secretary of FMR Texas Inc.

</TABLE>

(4) FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Pembroke Hall, 42 Crow Lane, Pembroke, Bermuda
The directors and officers of Fidelity International Investment Advisors
(FIIA) have held, during the past two fiscal years, the following positions
of a substantial nature.

<TABLE>
<CAPTION>
<S> <C>
Anthony Bolton Director of FIIA and FIIAL (U.K.); Director of Fidelity
International Management Holdings Limited.

Martin P. Cambridge Director of FIIAand FIIAL (U.K.); Chief Financial
Officer of Fidelity International Ltd. and Fidelity
Investment Services Ltd..

Kirk Caza Vice President of FIIA.

Charles T. M. Collis Director and Secretary of FIIA; Partner in Conyers, Dill
& Pearman, Hamilton, Bermuda; Secretary to many
companies in the Fidelity international group of
companies.

Stephen A. DeSilva Treasurer of FIIA and Fidelity International Limited.

Geoffrey J. Mansfield Director of FIIA.

Frank Mutch Assistant Secretary of FIIA.

David J. Saul President, Director, and Controller of FIIA; Director of
Fidelity International Limited.

Michael Sommerville Vice President of FIIA; Vice President of Fidelity
International Limited.

Toshiaki Wakabayashi Director of FIIA.

</TABLE>

(5) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
27-28 Lovat Lane, London, England
The directors and officers of Fidelity International Investment Advisors
(U.K.) Limited (FIIAL (U.K.)) have held, during the past two fiscal years,
the following positions of a substantial nature.

<TABLE>
<CAPTION>
<S> <C>
Anthony Bolton Director of FIIAL (U.K.) and FIIA; Director of Fidelity
International Management Holdings Limited.

Martin P. Cambridge Director and Secretary of FIIAL (U.K.) and FIIA; Chief
Financial Officer of Fidelity International Ltd. and
Fidelity Investment Services Ltd..

C. Bruce Johnstone Director of FIIAL (U.K.).

</TABLE>

Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other
funds:

CrestFunds, Inc.
ARK Funds
(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* With Underwriter With Registrant

Edward C. Johnson 3d Director Trustee and President

Nita B. Kincaid Director None

W. Humphrey Bogart Director None

Kurt A. Lange President and Treasurer None

William L. Adair Senior Vice President None

Thomas W. Littauer Senior Vice President None

Arthur S. Loring Vice President and Clerk Secretary

* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the funds' respective
custodian: Brown Brothers Harriman & Co., 40 Water Street, Boston, MA; or
The Chase Manhattan Bank, 1211 Avenue of the Americas, New York, NY or The
Bank of New York, 110 Washington Street, New York, NY.
Item 31. Management Services.
Not Applicable.
Item 32. Undertakings
The Registrant undertakes to file a Post-Effective Amendment, using
financial statements for Fidelity Advisor Strategic Income Fund, which need
not be certified, within six months of the fund's effectiveness, unless
permitted by the SEC to extend this period.
The Registrant undertakes for Fidelity Advisor Strategic Income Fund and
Fidelity Advisor Emerging Markets Income Fund: (1) to call a meeting of
shareholders for the purpose of voting upon the question of removal of a
trustee or trustees, when requested to do so by record holders of not less
than 10% of its outstanding shares; and (2) to assist in communications
with other shareholders pursuant to Section 16(c)(1) and (2), whenever
shareholders meeting the qualifications set forth in Section 16(c) seek the
opportunity to communicate with other shareholders with a view toward
requesting a meeting.
The Registrant, on behalf of Fidelity Advisor Strategic Income Fund,
Fidelity Advisor Strategic Opportunities Fund and Fidelity Advisor Emerging
Markets Income Fund undertakes, provided the information required by Item
5A is contained in the annual report, to furnish each person to whom a
prospectus has been delivered, upon their request and without charge, a
copy of the Registrant's latest annual report to shareholders.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 30 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, and Commonwealth of Massachusetts, on the 7th day of September
1994.
Fidelity Advisor Series VIII
By /s/ Edward C, Johnson (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)

<TABLE>
<CAPTION>
<S> <C> <C> <C>
/s/ Edward C. Johnson 3d (dagger) President & Trustee September 7, 1994

Edward C. Johnson 3d (Principal Executive Officer)

</TABLE>

/s/ Gary L. French Treasurer September 7, 1994

Gary L. French

/s/ J. Gary Burkhead___ Trustee September 7, 1994

J. Gary Burkhead

/s/ Ralph E. Cox * Trustee September 7, 1994

Ralph F. Cox

/s/ Phyllis Burke Davis * Trustee September 7, 1994

Phyllis Burke Davis

/s/ Richard J. Flynn * Trustee September 7, 1994

Richard J. Flynn

/s/ E. Bradley Jones * Trustee September 7, 1994

E. Bradley Jones

/s/ Donald J. Kirk * Trustee September 7, 1994

Donald J. Kirk

/s/ Peter S. Lynch * Trustee September 7, 1994

Peter S. Lynch

/s/ Edward H. Malone * Trustee September 7, 1994

Edward H. Malone

/s/ Marvin L. Mann * Trustee September 7, 1994

Marvin L. Mann

/s/ Gerald C. McDonough * Trustee September 7, 1994

Gerald C. McDonough

/s/ Thomas R. Williams * Trustee September 7, 1994

Thomas R. Williams

(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated October 20, 1993 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated October 20, 1993 and filed herewith.
POWER OF ATTORNEY
We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Institutional Trust
Fidelity Advisor Series II Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Magellan Fund
Fidelity Advisor Series IV Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series V Fidelity Money Market Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VII Fidelity Municipal Trust
Fidelity Advisor Series VIII Fidelity New York Municipal Trust
Fidelity California Municipal Trust Fidelity Puritan Trust
Fidelity Capital Trust Fidelity School Street Trust
Fidelity Charles Street Trust Fidelity Securities Fund
Fidelity Commonwealth Trust Fidelity Select Portfolios
Fidelity Congress Street Fund Fidelity Sterling Performance Portfolio, L.P.
Fidelity Contrafund Fidelity Summer Street Trust
Fidelity Corporate Trust Fidelity Trend Fund
Fidelity Court Street Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Destiny Portfolios Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Union Street Trust
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust
Fidelity Income Fund

</TABLE>

plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, our true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for us and in our names in the appropriate capacities, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS our hands on this twentieth day of October, 1993.

/s/Edward C. Johnson 3d /s/Peter S. Lynch

Edward C. Johnson 3d Peter S. Lynch

/s/J. Gary Burkhead /s/Edward H. Malone

J. Gary Burkhead Edward H. Malone

/s/Richard J. Flynn /s/Gerald C. McDonough

Richard J. Flynn Gerald C. McDonough

/s/E. Bradley Jones /s/Thomas R. Williams

E. Bradley Jones Thomas R. Williams

/s/Donald J. Kirk

Donald J. Kirk

POWER OF ATTORNEY
I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:

</TABLE>

plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as President and Board Member (collectively, the "Funds"), hereby
severally constitute and appoint J. Gary Burkhead, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
sign for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorney-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission. I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d October 20, 1993

Edward C. Johnson 3d

POWER OF ATTORNEY
I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Special Situations Fund
Fidelity Advisor Series IV Fidelity Sterling Performance Portfolio, L.P.
Fidelity Advisor Series VI Fidelity Trend Fund
Fidelity Advisor Series VII Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Advisor Series VIII Fidelity U.S. Investments-Government Securities
Fidelity Contrafund Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity Yen Performance Portfolio, L.P.
Portfolio, L.P. Spartan U.S. Treasury Money Market
Fidelity Fixed-Income Trust Fund
Fidelity Government Securities Fund Variable Insurance Products Fund
Fidelity Hastings Street Trust Variable Insurance Products Fund II
Fidelity Institutional Trust

</TABLE>

plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as a Board Member (collectively, the "Funds"), hereby severally
constitute and appoint Arthur J. Brown, Arthur C. Delibert, Robert C.
Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A. Xupolos, each
of them singly, my true and lawful attorneys-in-fact, with full power of
substitution, and with full power to each of them, to sign for me and in my
name in the appropriate capacity, all Pre-Effective Amendments to any
Registration Statements of the Funds, any and all subsequent Post-Effective
Amendments to said Registration Statements, any Registration Statements on
Form N-14, and any supplements or other instruments in connection
therewith, and generally to do all such things in my name and behalf in
connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933
and Investment Company Act of 1940, and all related requirements of the
Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes may do or cause to be done
by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Marvin L. Mann October 20, 1993

Marvin L. Mann

POWER OF ATTORNEY
I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Magellan Fund
Fidelity Advisor Series III Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series IV Fidelity Money Market Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VIII Fidelity New York Municipal Trust
Fidelity California Municipal Trust Fidelity Puritan Trust
Fidelity Capital Trust Fidelity School Street Trust
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Deutsche Mark Performance Fidelity Union Street Trust
Portfolio, L.P. Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Devonshire Trust Fidelity U.S. Investments-Government Securities
Fidelity Financial Trust Fund, L.P.
Fidelity Fixed-Income Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Government Securities Fund Spartan U.S. Treasury Money Market
Fidelity Hastings Street Trust Fund
Fidelity Income Fund Variable Insurance Products Fund
Fidelity Institutional Trust Variable Insurance Products Fund II
Fidelity Investment Trust

</TABLE>

Ralph F. Cox

POWER OF ATTORNEY
I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series IV Fidelity School Street Trust
Fidelity Advisor Series VI Fidelity Select Portfolios
Fidelity Advisor Series VIII Fidelity Sterling Performance Portfolio, L.P.
Fidelity Beacon Street Trust Fidelity Trend Fund
Fidelity Capital Trust Fidelity Union Street Trust
Fidelity Commonwealth Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Contrafund Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Yen Performance Portfolio, L.P.
Fidelity Devonshire Trust Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust
Fidelity Institutional Trust

</TABLE>

Phyllis Burke Davis