<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Advisor Series VIII
(Name of Registrant)
File No. 2-86711
</PAGE>
<PAGE>
FILE NO. 2-86711
Advisor Series VIII
: Advisor Strategic Opportunities
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
2,024,250 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
2,024,250 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
2,024,250
$
39,589,219
Redemptions:
(1,324,691)
$
(25,571,494)
Net Sales Pursuant to Rule 24f-2:
699,559
$
14,017,725
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $4,833.73
Advisor Series VIII
:
Advisor Strategic Opportunities
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-86711
Advisor Series VIII
: Advisor Emerging Markets Income
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
6,245,079 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
6,245,079 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
6,245,079
$
66,312,324
Redemptions:
(2,782,314)
$
(28,615,875)
Net Sales Pursuant to Rule 24f-2:
3,462,765
$
37,696,449
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $12,998.87
Advisor Series VIII
:
Advisor Emerging Markets Income
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-86711
Advisor Series VIII
: Advisor Strategic Income
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
2,072,782 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
2,072,782 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
2,072,782
$
20,945,409
Redemptions:
(57,918)
$
(597,966)
Net Sales Pursuant to Rule 24f-2:
2,014,864
$
20,347,443
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $7,016.41
Advisor Series VIII
:
Advisor Strategic Income
By John H. Costello
Assistant Treasurer
</PAGE>
February 15, 1995
Mr. John H. Costello, Assistant Treasurer
Fidelity Advisor Series VIII (the Trust)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Advisor Series VIII is a Massachusetts business trust
initially created as Fidelity Special Situations Fund, under the
written Declaration of Trust dated September 22, 1983. The name
of the Trust was changed to Fidelity Advisor Series VIII by
majority vote of the Trustees on April 15, 1993. An amendment
and restatement to the Declaration of Trust was filed with the office
of the Secretary of the Commonwealth on October 1, 1986, and
amended on July 15, 1993. Supplements to the Declaration of Trust
were executed on November 16, 1984, and November 26, 1990,
and were filed with the office of the Secretary of the
Commonwealth on November 20, 1984, and November 30, 1990,
respectively,
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Trust shall be divided into such transferable
shares of one or more separate and distinct series as the Trustees
shall from time to time create and establish. The number of shares
is unlimited and each share shall be without par value and shall be
fully paid and non-assessable. Said section provides that the
Trustees shall have full power and authority, in their sole discretion
and, so far as provided in the Declaration of Trust, without
obtaining any prior authorization or vote of the shareholders of the
Trust to create and establish (and to change in any manner) shares
into one or more series of shares, to abolish any one or more series
of shares, and to take such other action with respect to the shares
as the Trustees may deem desirable.
Under Article III, Section 4, the Trustees are empowered to accept
investments in the Trust in cash or securities from investments in
the Trust, subsequent to the initial contribution of capital, shall be
credited to the shareholder's account in the form of full shares of
the Trust at the net asset value per share next determined after the
investment is received; provided, however, that the Trustees may,
in their sole discretion, (a) impose a sales charge upon investments
in the Trust, and (b) issue fractional shares.
By a vote adopted on September 13, 1984, and amended on
February 22, 1985, the Board of Trustees authorized the issue and
sale of an unlimited number of shares of beneficial interest of this
Trust in accordance with the terms included in the Registration
Statement and subject to the limitations of the Declaration of Trust
and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares under the Securities Act of 1933. I
further understand that, pursuant to the provisions of Rule 24f-2,
the Trust is about to file with the Securities and Exchange
Commission a notice making definite the registration of 10,342,109
shares of the Trust sold in reliance upon Rule 24f-2 during the fiscal
year ended December 31, 1994 (the "Shares").
I am of the opinion that all necessary Trust action precedent to the
issue of the Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and non-assessable,
except as described in the Statements of Additional Information
under the heading "Description of the Trust." In rendering this
opinion, I rely on the representation by the Trust that it or its agent
received consideration for the Shares in accordance with the
Declaration of Trust, and I express no opinion as to compliance
with the Securities Act of 1933, the Investment Company Act of
1940, or applicable state "Blue Sky" or securities laws in
connection with the sale of Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
Commission.
Very truly yours,
/s/Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
ASL/ees
enclosure
Mr. John H. Costello
February 15, 1995
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