FIDELITY ADVISOR SERIES VIII
485BPOS, 2000-02-28
Previous: FIDELITY ADVISOR SERIES VIII, NSAR-B, 2000-02-28
Next: KEMPER GOVERNMENT SECURITIES TRUST GNMA PORTFOLIO SERIES 8, NSAR-U, 2000-02-28





SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT (No. 2-86711)
  UNDER THE SECURITIES ACT OF 1933           [X]
 Pre-Effective Amendment No.                 [ ]
 Post-Effective Amendment No. 57             [X]

and

REGISTRATION STATEMENT (No. 811-3855)
 UNDER THE INVESTMENT COMPANY ACT OF 1940    [X]
 Amendment No. 57                            [X]

Fidelity Advisor Series VIII
(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices)  (Zip Code)

Registrant's Telephone Number:  617-563-7000

Eric D. Roiter, Secretary
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).
 (X) on (February 29, 2000) pursuant to paragraph (b).
 ( ) 60 days after filing pursuant to paragraph (a)(1).
 ( ) on (             ) pursuant to paragraph (a)(1) of Rule 485.
 ( ) 75 days after filing pursuant to paragraph (a)(2).
 ( ) on (            ) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

 ( ) this post-effective amendment designates a new effective date for
     a previously filed post-effective amendment.

Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.

FIDELITY(registered trademark) ADVISOR
EMERGING MARKETS INCOME
FUND
CLASS A
(Fund 255, CUSIP 315920876)
CLASS T
(Fund 635, CUSIP 315920207)
CLASS B
(Fund 637, CUSIP 315920405)
CLASS C
(Fund 488, CUSIP 315920751)

PROSPECTUS

   FEBRUARY 29, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY             3   INVESTMENT SUMMARY

                         3   PERFORMANCE

                         5   FEE TABLE

FUND BASICS              7   INVESTMENT DETAILS

                         8   VALUING SHARES

SHAREHOLDER INFORMATION  9   BUYING AND SELLING SHARES

                         16  EXCHANGING SHARES

                         17  ACCOUNT FEATURES AND POLICIES

                         20  DIVIDENDS AND CAPITAL GAIN
                             DISTRIBUTIONS

                         20  TAX CONSEQUENCES

FUND SERVICES            21  FUND MANAGEMENT

                         21  FUND DISTRIBUTION

APPENDIX                 25  FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

ADVISOR EMERGING MARKETS INCOME FUND seeks a high level of current
income. As a secondary objective, the fund seeks capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing at least 65% of total assets
in debt securities of issuers in emerging markets (countries that have
an emerging stock market as defined by the International Finance
Corporation    and     countries with low- to middle-income economies
according to the World Bank).

(small solid bullet) Potentially investing in other types of
securities, including equity securities of emerging market issuers,
debt securities of non-emerging market foreign issuers, and
lower-quality debt securities of U.S. issuers.

(small solid bullet) Allocating investments across countries
considering the size of the market in each country relative to the
size of the markets in countries considered emerging markets as a
whole.

(small solid bullet) Analyzing a security's structural features and
current pricing, trading opportunities, and the credit, currency, and
economic risks of the security and its issuer to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market. Emerging markets can be subject to greater social, economic,
regulatory and political uncertainties and can be extremely volatile.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole. Lower-quality debt securities
(those of less than investment-grade quality) can be more volatile due
to increased sensitivity to adverse issuer, political, regulatory,
market or economic developments and can be difficult to resell.

In addition, the fund is considered non-diversified and can invest a
greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
issuer could cause greater fluctuations in share price than would
occur in a more diversified fund.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year as represented by the performance of
Class T, and compares each class's performance to the performance of a
market index and an average of the performance of similar funds over
various periods of time.        Returns are based on past results and
are not an indication of future performance.

YEAR-BY-YEAR RETURNS

The returns in the chart do not include the effect of Class T's
front-end sales charge. If the effect of the sales charge were
reflected, returns would be lower than those shown.

ADVISOR EMERGING MARKETS

INCOME - CLASS T

Calendar Years            1995   1996    1997    1998     1999

                          6.99%  40.41%  16.47%  -22.07%  36.34%


Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: 6.99
Row: 7, Col: 1, Value: 40.41
Row: 8, Col: 1, Value: 16.47
Row: 9, Col: 1, Value: -22.07
Row: 10, Col: 1, Value: 36.34

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS T OF ADVISOR EMERGING
MARKETS INCOME, THE HIGHEST RETURN FOR A QUARTER WAS    15.71    %
(QUARTER ENDED    JUNE 30, 1995    ) AND THE LOWEST RETURN FOR A
QUARTER WAS    -28.60    % (QUARTER ENDED    SEPTEMBER 30, 1998    ).

AVERAGE ANNUAL RETURNS

The returns in the following table include the effect of Class A's and
Class T's maximum applicable front-end sales charge and Class B's and
Class C's maximum applicable contingent deferred sales charge (CDSC).


For the periods ended         Past 1 year  Past 5 years  Life of Class
December 31, 1999

Advisor Emerging Markets       29.87%      n/a            10.42%A
Income - Class A

Advisor Emerging Markets       31.56%       12.40%        11.04%B
Income - Class T

Advisor Emerging Markets       30.58%       12.25%        11.91%C
Income - Class B

Advisor Emerging Markets       34.31%      n/a            4.20%D
Income - Class C

J.P. Morgan Emerging Markets   24.18%       16.01%        11.65%B
Bond Index Global

J.P. Morgan Emerging Markets   25.97%       16.58%        12.18%B
Bond Index Plus

Lipper Emerging Markets Debt   24.51%       12.76%       n/a
Funds Average


A FROM SEPTEMBER 3, 1996.

B FROM MARCH 10, 1994.

C FROM JUNE 30, 1994.

D FROM NOVEMBER 3, 1997.

If FMR had not reimbursed certain class expenses during these periods,
   Class A's, Class T's, Class B's, and Class C's     returns would
have been lower.

   Going forward, the fund's performance will be compared to the J.P.
Morgan Emerging Markets Bond Index Global rather than the J. P. Morgan
Emerging Markets Bond Index Plus because the J.P. Morgan Emerging
Markets Bond Index Global includes a broader representation of the
emerging market debt investment universe.

   J.P. Morgan Emerging Markets Bond Index Global is a market
value-weighted index of U.S. dollar-denominated Brady bonds,
Eurobonds, traded loans, and local market debt instruments issued by
emerging markets' sovereign and quasi-sovereign entities. The index
currently covers 26 emerging markets countries.

J.P. Morgan Emerging Markets Bond Index Plus is a market
value-weighted index of U.S. dollar- and other external
currency-denominated Brady bonds, loans, Eurobonds, and local market
debt instruments traded in emerging markets.

Lipper Emerging Markets Debt Funds Average reflects the performance
(excluding sales charges) of mutual funds with similar objectives.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell Class A, Class T, Class B, and Class C
shares of the fund. The annual class operating expenses provided on
page 6 for each class do not reflect the effect of any expense
reimbursements during the period.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

                                Class A    Class T    Class B    Class C

Maximum sales charge (load)     4.75%A     3.50%B     None       None
on purchases (as a % of
offering price)

Maximum CDSC (as a % of the     NoneC      NoneC      5.00%D     1.00%E
lesser of original purchase
price or  redemption proceeds)

Sales charge (load) on          None       None       None       None
reinvested distributions

A LOWER FRONT-END SALES CHARGES FOR CLASS A MAY BE AVAILABLE WITH
PURCHASE OF $50,000 OR MORE.

B LOWER FRONT-END SALES CHARGES FOR CLASS T MAY BE AVAILABLE WITH
PURCHASE OF $50,000 OR MORE.

C A CONTINGENT DEFERRED SALES CHARGE OF 0.25% IS ASSESSED ON CERTAIN
REDEMPTIONS OF CLASS A AND CLASS T SHARES ON WHICH A FINDER'S FEE WAS
PAID.

D DECLINES OVER 6 YEARS FROM 5.00% TO 0%.

E ON CLASS C SHARES REDEEMED WITHIN ONE YEAR OF PURCHASE.

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

                              Class A    Class T    Class B    Class C

Management fee                0.68%      0.68%      0.68%      0.68%

Distribution and Service      0.15%      0.25%      0.90%      1.00%
(12b-1) fee (including 0.25%
Service fee  only for Class
B and Class C)

Other expenses                0.63%      0.49%      0.52%      0.55%

Total annual class operating  1.46%      1.42%      2.10%      2.23%
expensesA

A FMR HAS VOLUNTARILY AGREED TO REIMBURSE    CLASS A, CLASS T, CLASS
B, AND CLASS C OF THE FUND     TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTEREST, TAXES,    CERTAIN     SECURITIES LENDING
COSTS, BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A
PERCENTAGE OF    THEIR RESPECTIVE     AVERAGE NET ASSETS, EXCEED THE
FOLLOWING RATES:

<TABLE>
<CAPTION>
<S>                              <C>      <C>             <C>      <C>             <C>      <C>             <C>
                                 Class A  Effective Date  Class T  Effective Date  Class B  Effective Date  Class C

Advisor Emerging Markets Income   1.40%   8/30/96          1.50%   3/10/94          2.15%   1/1/96           2.25%

</TABLE>


<TABLE>
<CAPTION>
<S>                              <C>
                                 Effective Date

Advisor Emerging Markets Income  11/1/97

</TABLE>

THESE ARRANGEMENTS CAN BE DISCONTINUED BY FMR AT ANY TIME.
This EXAMPLE helps you compare the cost of investing in the fund with
the cost of investing in other mutual funds.

Let's say, hypothetically, that each class's annual return is 5% and
that your shareholder fees and each class's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account at the end of each time period
indicated and if you leave your account open:

<TABLE>
<CAPTION>
<S>       <C>           <C>             <C>           <C>             <C>           <C>             <C>
          Class A                       Class T                       Class B                       Class C

          Account open  Account closed  Account open  Account closed  Account open  Account closed  Account open

1 year    $ 617         $ 617           $ 489         $ 489           $ 213         $ 713           $ 226

3 years   $ 915         $ 915           $ 784         $ 784           $ 658         $ 958           $ 697

5 years   $ 1,235       $ 1,235         $ 1,099       $ 1,099         $ 1,129       $ 1,329         $ 1,195

10 years  $ 2,138       $ 2,138         $ 1,992       $ 1,992         $ 2,192A      $ 2,192A        $ 2,565

</TABLE>


<TABLE>
<CAPTION>
<S>       <C>


          Account closed

1 year    $ 326

3 years   $ 697

5 years   $ 1,195

10 years  $ 2,565

</TABLE>

A REFLECTS CONVERSION TO CLASS A SHARES AFTER A MAXIMUM OF SEVEN
YEARS.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

ADVISOR EMERGING MARKETS INCOME FUND seeks a high level of current
income. As a secondary objective, the fund seeks capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests at least 65% of the fund's total assets in debt
securities of issuers in emerging markets. Countries with emerging
markets include those that have an emerging stock market as defined by
the International Finance Corporation    and     those with low- to
middle-income economies according to the World Bank. FMR expects to
emphasize countries with relatively low gross national product per
capita compared to the world's major economies and countries with the
potential for rapid economic growth.

FMR may also invest in equity securities of emerging market issuers,
debt securities of non-emerging market foreign issuers, and
lower-quality debt securities of U.S. issuers. Although FMR may invest
up to 35% of the fund's total assets in these securities, FMR does not
currently anticipate that these investments will exceed approximately
20% of the fund's total assets.

FMR normally diversifies the fund's investments across different
emerging market countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in countries considered emerging
markets as a whole.

Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.

In buying and selling securities for the fund, FMR generally analyzes
a security's structural features and current price compared to its
long-term value and any short-term trading opportunities resulting
from market inefficiencies. FMR's analysis also considers the credit,
currency, and economic risks associated with the security and the
country of its issuer.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices, interest rates, or other factors that affect security
values. If FMR's strategies do not work as intended, the fund may not
achieve its objective.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

EQUITY SECURITIES represent an ownership interest, or the right to
acquire an ownership interest, in an issuer. Different types of equity
securities provide different voting and dividend rights and priority
in the event of the bankruptcy of the issuer. Equity securities
include common stocks, preferred stocks, convertible securities, and
warrants.

DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable, or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero coupon bonds, do not pay current interest but
are sold at a discount from their face values. Debt securities include
corporate bonds, government securities, mortgage and other
asset-backed securities, and loans and loan participations.

PRINCIPAL INVESTMENT RISKS

Many factors affect the fund's performance. The fund's yield and share
price change daily based on changes in interest rates and market
conditions and in response to other economic, political, or financial
developments. The fund's reaction to these developments will be
affected by the types and maturities of securities in which the fund
invests, the financial condition, industry and economic sector, and
geographic location of an issuer, and the fund's level of investment
in the securities of that issuer. Because FMR may invest a significant
percentage of the fund's assets in a single issuer, the fund's
performance could be closely tied to the market value of that one
issuer and could be more volatile than the performance of more
diversified funds. When you sell your shares of the fund, they could
be worth more or less than what you paid for them.

The following factors can significantly affect the fund's performance:

STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market, and economic developments. In
the short term, equity prices can fluctuate dramatically in response
to these developments. Different parts of the market and different
types of equity securities can react differently to these
developments. For example, large cap stocks can react differently from
small cap stocks, and "growth" stocks can react differently from
"value" stocks. Issuer, political, or economic developments can affect
a single issuer, issuers within an industry or economic sector or
geographic region, or the market as a whole.

INTEREST RATE CHANGES. Debt securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
debt security can fall when interest rates rise and can rise when
interest rates fall. Securities with longer maturities and mortgage
securities can be more sensitive to interest rate changes. In other
words, the longer the maturity of a security, the greater the impact a
change in interest rates could have on the security's price. In
addition, short-term and long-term interest rates do not necessarily
move in the same amount or the same direction. Short-term securities
tend to react to changes in short-term interest rates, and long-term
securities tend to react to changes in long-term interest rates.

FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic, or
regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial, and other operational risks; and the
less stringent investor protection and disclosure standards of some
foreign markets. All of these factors can make foreign investments,
especially those in emerging markets, more volatile and potentially
less liquid than U.S. investments. In addition, foreign markets can
perform differently from the U.S. market.

Investing in emerging markets can involve risks in addition to and
greater than those generally associated with investing in more
developed foreign markets. The extent of economic development;
political stability; market depth, infrastructure, and capitalization;
and regulatory oversight can be less than in more developed markets.
Emerging market economies can be subject to greater social, economic,
regulatory, and political uncertainties. All of these factors can make
emerging market securities more volatile and potentially less liquid
than securities issued in more developed markets.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the credit quality or
value of an issuer's securities. The value of securities of smaller,
less well-known issuers can be more volatile than that of larger
issuers. Lower-quality debt securities (those of less than
investment-grade quality) tend to be more sensitive to these changes
than higher-quality debt securities.

Lower-quality debt securities involve greater risk of default or price
changes due to changes in the credit quality of the issuer. The value
of lower-quality debt securities often fluctuates in response to
company, political, or economic developments and can decline
significantly over short periods of time or during periods of general
or regional economic difficulty. Lower-quality debt securities can be
thinly traded or have restrictions on resale, making them difficult to
sell at an acceptable price. The default rate for lower-quality debt
securities is likely to be higher during economic recessions or
periods of high interest rates.

In response to market, economic, political, or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect the fund's
performance and the fund may not achieve its investment objective.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

ADVISOR EMERGING MARKETS INCOME FUND seeks a high level of current
income by investing primarily in debt securities and other instruments
of issuers in emerging markets. As a secondary objective, the fund
seeks capital appreciation.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates each class's NAV as of the close
of business of the NYSE, normally 4:00 p.m. Eastern time. However, NAV
may be calculated earlier if trading on the NYSE is restricted or as
permitted by the Securities and Exchange Commission (SEC). The fund's
assets are valued as of this time for the purpose of computing each
class's NAV.

To the extent that the fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of the fund's assets may not occur on days when the
fund is open for business.

The fund's assets are valued primarily on the basis of information
furnished by a pricing service or market quotations. Certain
short-term securities are valued on the basis of amortized cost. If
market quotations or information furnished by a pricing service is not
readily available for a security or if a security's value has been
materially affected by events occurring after the close of the
exchange or market on which the security is principally traded (for
example, a foreign exchange or market), that security may be valued by
another method that the Board of Trustees believes accurately reflects
fair value. A security's valuation may differ depending on the method
used for determining value.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, product and service information, please use the following
phone numbers:

(small solid bullet) If you are investing through a broker-dealer or
insurance representative, 1-800-522-7297 (8:30 a.m. - 7:00 p.m.
Eastern time, Monday through Friday).

(small solid bullet) If you are investing through a bank
representative, 1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time,
Monday through Friday).

Please use the following addresses:

BUYING OR SELLING SHARES

Fidelity Investments(registered trademark)
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Class A, Class T, Class B, and Class C shares of
the fund through a retirement account or an investment professional.
When you invest through a retirement account or an investment
professional, the procedures for buying, selling, and exchanging Class
A, Class T, Class B, and Class C shares of the fund and the account
features and policies may differ. Additional fees may also apply to
your investment in Class A, Class T, Class B, and Class C shares of
the fund, including a transaction fee if you buy or sell Class A,
Class T, Class B, and Class C shares of the fund through a broker or
other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT

FOR YOUR GENERAL INVESTMENT NEEDS

RETIREMENT

FOR TAX-ADVANTAGED RETIREMENT SAVINGS

(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)

(solid bullet) ROTH IRAS

(solid bullet) ROLLOVER IRAS

(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED PLANS

(solid bullet) KEOGH PLANS

(solid bullet) SIMPLE IRAS

(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)

(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)

TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST

FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION

FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES

The price to buy one share of Class A or Class T is the class's
offering price or the class's NAV, depending on whether you pay a
front-end sales charge.

For Class B and Class C, the price to buy one share is the class's
NAV. Class B and Class C shares are sold without a front-end sales
charge, but may be subject to a CDSC upon redemption.

If you pay a front-end sales charge, your price will be Class A's or
Class T's offering price. When you buy Class A or Class T shares at
the offering price, Fidelity deducts the appropriate sales charge and
invests the rest in Class A or Class T shares of the fund. If you
qualify for a front-end sales charge waiver, your price will be Class
A's or Class T's NAV.

The offering price of Class A or Class T is its NAV divided by the
difference between one and the applicable front-end sales charge
percentage. Class A has a maximum front-end sales charge of 4.75% of
the offering price. Class T has a maximum front-end sales charge of
3.50% of the offering price.

Your shares will be bought at the next offering price or NAV, as
applicable, calculated after your order is received in proper form.

It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.

Short-term or excessive trading into and out of the fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, the fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
the fund. For these purposes, FMR may consider an investor's trading
history in the fund or other Fidelity funds, and accounts under common
ownership or control.

The fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.

(small solid bullet) Fidelity does not accept cash.

(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.

(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.

(small solid bullet) Fidelity must receive payment within three
business days after an order for shares is placed; otherwise your
purchase order may be canceled and you could be liable for any losses
or fees the fund or Fidelity has incurred.

(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.

Shares can be bought or sold through investment professionals using an
automated order placement and settlement system that guarantees
payment for orders on a specified date.

Certain financial institutions that meet creditworthiness criteria
established by Fidelity Distributors Corporation (FDC) may enter
confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than close of business on the next business
day. If payment is not received by that time, the order will be
canceled and the financial institution will be liable for any losses.

MINIMUMS

TO OPEN AN ACCOUNT                      $2,500
For certain Fidelity Advisor retirement
accountsA                               $500
Through regular investment plansB       $100
TO ADD TO AN ACCOUNT                    $100
MINIMUM BALANCE                         $1,000
For certain Fidelity Advisor retirement
accountsA                               None

A FIDELITY ADVISOR TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA, SEP-IRA,
AND KEOGH ACCOUNTS.

B AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS
OPENED.

There is no minimum account balance or initial or subsequent purchase
minimum for certain Fidelity retirement accounts funded through salary
deduction, or accounts opened with the proceeds of distributions from
such retirement accounts. In addition, the fund may waive or lower
purchase minimums in other circumstances.

Purchase and account minimums are waived for purchases of Class T
shares with distributions from a Fidelity Defined Trust account.

PURCHASE AMOUNTS OF MORE THAN $250,000 WILL NOT BE ACCEPTED FOR CLASS
B SHARES.

PURCHASE AMOUNTS OF MORE THAN $1 MILLION WILL NOT BE ACCEPTED FOR
CLASS C SHARES. THIS LIMIT DOES NOT APPLY TO PURCHASES OF CLASS C
SHARES MADE BY AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT), 403(B) PROGRAM OR PLAN COVERING A
SOLE-PROPRIETOR (FORMERLY KEOGH/H.R. 10 PLAN).

KEY INFORMATION

PHONE                        TO OPEN AN ACCOUNT

                             (small solid bullet) Exchange
                             from the same class of
                             another Fidelity Advisor
                             fund or from certain other
                             Fidelity funds. Call your
                             investment professional or
                             call Fidelity at the
                             appropriate number found in
                             "General Information."

                             TO ADD TO AN ACCOUNT

                             (small solid bullet) Exchange
                             from the same class of
                             another Fidelity Advisor
                             fund or from certain other
                             Fidelity funds. Call your
                             investment professional or
                             call Fidelity at the
                             appropriate number found in
                             "General Information."

MAIL FIDELITY INVESTMENTS    TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI,  (small solid bullet) Complete
OH 45277-0081                and sign the application.
                             Make your check payable to
                             the complete name of the
                             fund and note the applicable
                             class. Mail to your
                             investment professional or
                             to the address at left.

                             TO ADD TO AN ACCOUNT

                             (small solid bullet) Make
                             your check payable to the
                             complete name of the fund
                             and note the applicable
                             class. Indicate your fund
                             account number on your check
                             and mail to your investment
                             professional or to the
                             address at left.

                             (small solid bullet) Exchange
                             from the same class of other
                             Fidelity Advisor funds or
                             from certain other Fidelity
                             funds. Send a letter of
                             instruction to your
                             investment professional or
                             to the address at left,
                             including your name, the
                             funds' names, the applicable
                             class names, the fund
                             account numbers, and the
                             dollar amount or number of
                             shares to be exchanged.

IN PERSON                    TO OPEN AN ACCOUNT

                             (small solid bullet) Bring
                             your application and check
                             to your investment
                             professional.

                             TO ADD TO AN ACCOUNT

                             (small solid bullet) Bring
                             your check to your
                             investment professional.

WIRE                         TO OPEN AN ACCOUNT

                             (small solid bullet) Call
                             your investment professional
                             or call Fidelity at the
                             appropriate number found in
                             "General Information" to set
                             up your account and to
                             arrange a wire transaction.

                             (small solid bullet) Wire to:
                             Bankers Trust Company, Bank
                             Routing # 021001033, Account
                             # 00159759.

                             (small solid bullet) Specify
                             the complete name of the
                             fund, note the applicable
                             class, and include your new
                             fund account number and your
                             name.

                             TO ADD TO AN ACCOUNT

                             (small solid bullet) Wire to:
                             Bankers Trust Company, Bank
                             Routing # 021001033, Account
                             # 00159759.

                             (small solid bullet) Specify
                             the complete name of the
                             fund, note the applicable
                             class, and include your fund
                             account number and your name.

AUTOMATICALLY                TO OPEN AN ACCOUNT

                             (small solid bullet) Not
                             available.

                             TO ADD TO AN ACCOUNT

                             (small solid bullet) Use
                             Fidelity Advisor Systematic
                             Investment Program.

                             (small solid bullet) Use
                             Fidelity Advisor Systematic
                             Exchange Program to exchange
                             from certain Fidelity money
                             market funds or a Fidelity
                             Advisor fund.

SELLING SHARES

The price to sell one share of Class A, Class T, Class B, or Class C
is the class's NAV, minus any applicable CDSC.

If appropriate to protect shareholders, the fund may impose a
redemption fee (trading fee) on redemptions from the fund.

Any applicable CDSC is calculated based on your original redemption
amount.

Your shares will be sold at the next NAV calculated after your order
is received in proper form, minus any applicable CDSC.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 15 or 30 days, depending on your account;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000 worth of shares in the account to keep
it open, except accounts not subject to account minimums.

(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
the fund.

(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.

(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.

(small solid bullet) Redemption proceeds may be paid in securities or
other property rather than in cash if FMR determines it is in the best
interests of the fund.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

To sell shares issued with certificates, call Fidelity for
instructions. The fund no longer issues share certificates.

KEY INFORMATION

PHONE                        (small solid bullet) Call
                             your investment professional
                             or call Fidelity at the
                             appropriate number found in
                             "General Information" to
                             initiate a wire transaction
                             or to request a check for
                             your redemption.

                             (small solid bullet) Exchange
                             to the same class of other
                             Fidelity Advisor funds or to
                             certain other Fidelity
                             funds. Call your investment
                             professional or call
                             Fidelity at the appropriate
                             number found in "General
                             Information."

MAIL FIDELITY INVESTMENTS    INDIVIDUAL, JOINT TENANT,
P.O. BOX 770002 CINCINNATI,  SOLE PROPRIETORSHIP, UGMA,
OH 45277-0081                UTMA

                             (small solid bullet) Send a
                             letter of instruction to
                             your investment professional
                             or to the address at left,
                             including your name, the
                             fund's name, the applicable
                             class name, your fund
                             account number, and the
                             dollar amount or number of
                             shares to be sold. The
                             letter of instruction must
                             be signed by all persons
                             required to sign for
                             transactions, exactly as
                             their names appear on the
                             account.

                             RETIREMENT ACCOUNT

                             (small solid bullet) The
                             account owner should
                             complete a retirement
                             distribution form. Call your
                             investment professional or
                             call Fidelity at the
                             appropriate number found in
                             "General Information" to
                             request one.

                             TRUST

                             (small solid bullet) Send a
                             letter of instruction to
                             your investment professional
                             or to the address at left,
                             including the trust's name,
                             the fund's name, the
                             applicable class name, the
                             trust's fund account number,
                             and the dollar amount or
                             number of shares to be sold.
                             The trustee must sign the
                             letter of instruction
                             indicating capacity as
                             trustee. If the trustee's
                             name is not in the account
                             registration, provide a copy
                             of the trust document
                             certified within the last 60
                             days.

                             BUSINESS OR ORGANIZATION

                             (small solid bullet) Send a
                             letter of instruction to
                             your investment professional
                             or to the address at left,
                             including the firm's name,
                             the fund's name, the
                             applicable class name, the
                             firm's fund account number,
                             and the dollar amount or
                             number of shares to be sold.
                             At least one person
                             authorized by corporate
                             resolution to act on the
                             account must sign the letter
                             of instruction.

                             (small solid bullet) Include
                             a corporate resolution with
                             corporate seal or a
                             signature guarantee.

                             EXECUTOR, ADMINISTRATOR,
                             CONSERVATOR, GUARDIAN

                             (small solid bullet) Call
                             your investment professional
                             or call Fidelity at the
                             appropriate number found in
                             "General Information" for
                             instructions.

IN PERSON                    INDIVIDUAL, JOINT TENANT,
                             SOLE PROPRIETORSHIP, UGMA,
                             UTMA

                             (small solid bullet) Bring a
                             letter of instruction to
                             your investment
                             professional. The letter of
                             instruction must be signed
                             by all persons required to
                             sign for transactions,
                             exactly as their names
                             appear on the account.

                             RETIREMENT ACCOUNT

                             (small solid bullet) The
                             account owner should
                             complete a retirement
                             distribution form. Visit
                             your investment professional
                             to request one.

                             TRUST

                             (small solid bullet) Bring a
                             letter of instruction to
                             your investment
                             professional. The trustee
                             must sign the letter of
                             instruction indicating
                             capacity as trustee. If the
                             trustee's name is not in the
                             account registration,
                             provide a copy of the trust
                             document certified within
                             the last 60 days.

                             BUSINESS OR ORGANIZATION

                             (small solid bullet) Bring a
                             letter of instruction to
                             your investment
                             professional. At least one
                             person authorized by
                             corporate resolution to act
                             on the account must sign the
                             letter of instruction.

                             (small solid bullet) Include
                             a corporate resolution with
                             corporate seal or a
                             signature guarantee.

                             EXECUTOR, ADMINISTRATOR,
                             CONSERVATOR, GUARDIAN

                             (small solid bullet) Visit
                             your investment professional
                             for instructions.

AUTOMATICALLY                (small solid bullet) Use
                             Fidelity Advisor Systematic
                             Exchange Program to exchange
                             to the same class of another
                             Fidelity Advisor fund or to
                             certain Fidelity funds.
                             (small solid bullet) Use
                             Fidelity Advisor Systematic
                             Withdrawal Program to set up
                             periodic redemptions from
                             your Class A, Class T, Class
                             B, and Class C account.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a Class A shareholder, you have the privilege of exchanging Class A
shares of the fund for the same class of shares of other Fidelity
Advisor funds at NAV or for Daily Money Class shares of Treasury Fund,
Prime Fund or Tax-Exempt Fund.

As a Class T shareholder, you have the privilege of exchanging Class T
shares of the fund for the same class of shares of other Fidelity
Advisor funds at NAV or for Daily Money Class shares of Treasury Fund,
Prime Fund or Tax-Exempt Fund. If you purchased your Class T shares
through certain investment professionals that have signed an agreement
with FDC, you also have the privilege of exchanging your Class T
shares for shares of Fidelity Capital Appreciation Fund.

As a Class B shareholder, you have the privilege of exchanging Class B
shares of the fund for the same class of shares of other Fidelity
Advisor funds or for Advisor B Class shares of Treasury Fund.

As a Class C shareholder, you have the privilege of exchanging Class C
shares of the fund for the same class of shares of other Fidelity
Advisor funds or for Advisor C Class shares of Treasury Fund.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) The fund may temporarily or permanently terminate
the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control will be counted together for purposes of the four
exchange limit.

(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.

(small solid bullet) The fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

(small solid bullet) Any exchanges of Class A, Class T, Class B, and
Class C shares are not subject to a CDSC.

The fund may terminate or modify the exchange privilege in the future.

Other funds may have different exchange restrictions, and may impose
trading fees of up to 1.00% of the amount exchanged. Check each fund's
prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
fund.

AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account, between accounts, or out of your account. While
automatic investment programs do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Automatic withdrawal or exchange
programs can be a convenient way to provide a consistent income flow
or to move money between your investments.

<TABLE>
<CAPTION>
<S>                            <C>  <C>                          <C>
FIDELITY ADVISOR SYSTEMATIC
INVESTMENT PROGRAM TO MOVE
MONEY FROM YOUR BANK ACCOUNT
TO A FIDELITY ADVISOR FUND.

MINIMUM MINIMUM                    FREQUENCY                    PROCEDURES
INITIAL ADDITIONAL                 Monthly, bimonthly,          (small solid bullet) To set
$100    $100                       quarterly, or semi-annually  up for a new account,
                                                                complete the appropriate
                                                                section on the application.

                                                                (small solid bullet) To set
                                                                up for existing accounts,
                                                                call your investment
                                                                professional or call
                                                                Fidelity at the appropriate
                                                                number found in "General
                                                                Information" for an
                                                                application.

                                                                (small solid bullet) To make
                                                                changes, call your
                                                                investment professional or
                                                                call Fidelity at the
                                                                appropriate number found in
                                                                "General Information." Call
                                                                at least 10 business days
                                                                prior to your next scheduled
                                                                investment date.

TO DIRECT DISTRIBUTIONS FROM
A FIDELITY DEFINED TRUST TO
CLASS T OF A FIDELITY
ADVISOR FUND.

MINIMUM    MINIMUM                                              PROCEDURES
INITIAL    ADDITIONAL                                           (small solid bullet) To set
Not        Not                                                  up for a new or existing
Applicable Applicable                                           account, call your
                                                                investment professional or
                                                                call Fidelity at the
                                                                appropriate number found in
                                                                "General Information" for
                                                                the appropriate enrollment
                                                                form.

                                                                (small solid bullet) To make
                                                                changes, call your
                                                                investment professional or
                                                                call Fidelity at the
                                                                appropriate number found in
                                                                "General Information."

FIDELITY ADVISOR SYSTEMATIC
EXCHANGE PROGRAM TO MOVE
MONEY FROM CERTAIN FIDELITY
MONEY MARKET FUNDS TO CLASS
A, CLASS T, CLASS B OR CLASS
C OF A FIDELITY ADVISOR FUND
OR FROM CLASS A, CLASS T,
CLASS B OR CLASS C OF A
FIDELITY ADVISOR FUND TO THE
SAME CLASS OF ANOTHER
FIDELITY ADVISOR FUND.

MINIMUM                            FREQUENCY                    PROCEDURES

$100                               Monthly, quarterly,          (small solid bullet) To set
                                   semi-annually, or annually   up, call your investment
                                                                professional or call
                                                                Fidelity at the appropriate
                                                                number found in "General
                                                                Information" after both
                                                                accounts are opened.

                                                                (small solid bullet) To make
                                                                changes, call your
                                                                investment professional or
                                                                call Fidelity at the
                                                                appropriate number found in
                                                                "General Information." Call
                                                                at least 2 business days
                                                                prior to your next scheduled
                                                                exchange date.

                                                                (small solid bullet) The
                                                                account from which the
                                                                exchanges are to be
                                                                processed must have a
                                                                minimum balance of $10,000.
                                                                The account into which the
                                                                exchange is being processed
                                                                must have a minimum balance
                                                                of $1,000.

</TABLE>

FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR CLASS A, CLASS T, CLASS
B OR CLASS C ACCOUNT TO YOU
OR TO YOUR BANK CHECKING
ACCOUNT.


<TABLE>
<CAPTION>
<S>      <C>      <C>                            <C>
MINIMUM  MAXIMUM  FREQUENCY                      PROCEDURES

$100     $50,000  Class A and Class T: Monthly,  (small solid bullet) Accounts
                  quarterly, or semi-annually    with a value of $10,000 or
                  Class B and Class C: Monthly   more in Class A, Class T,
                  or quarterly                   Class B or Class C shares
                                                 are eligible for this program.

                                                 (small solid bullet) To set
                                                 up, call your investment
                                                 professional or call
                                                 Fidelity at the appropriate
                                                 number found in "General
                                                 Information" for instructions.

                                                 (small solid bullet) To make
                                                 changes, call your
                                                 investment professional or
                                                 call Fidelity at the
                                                 appropriate number found in
                                                 "General Information." Call
                                                 at least 10 business days
                                                 prior to your next scheduled
                                                 withdrawal date.

                                                 (small solid bullet)
                                                 Aggregate redemptions per
                                                 12-month period from your
                                                 Class B or Class C account
                                                 may not exceed 10% of the
                                                 account value and are not
                                                 subject to a CDSC; and you
                                                 may set your withdrawal
                                                 amount as a percentage of
                                                 the value of your account or
                                                 a fixed dollar amount.

                                                 (small solid bullet) Because
                                                 of Class A's and Class T's
                                                 front-end sales charge, you
                                                 may not want to set up a
                                                 systematic withdrawal plan
                                                 during a period when you are
                                                 buying Class A or Class T
                                                 shares on a regular basis.

</TABLE>

OTHER FEATURES. The following other feature    is     also available
to buy and sell shares of the fund.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the wire feature before
using it. Complete the appropriate section on the application when
opening your account.

(small solid bullet) Call your investment professional or call
Fidelity at the appropriate number found in "General Information"
before your first use to verify that this feature is set up on your
account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) To add the wire feature or to change the bank
account designated to receive redemption proceeds at any time prior to
making a redemption request, you should send a letter of instruction,
including a signature guarantee, to your investment professional or to
Fidelity at the address found in "General Information."

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
the fund. Call Fidelity at 1-888-622-3175 if you need additional
copies of financial reports or prospectuses.

You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.

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.

If your ACCOUNT BALANCE falls below $1,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV, minus any applicable CDSC, on the day
your account is closed.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund earns interest, dividends, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. The fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.

The fund normally declares dividends daily and pays them monthly. The
fund normally pays capital gain distributions in December and
February.

EARNING DIVIDENDS

Shares purchased by an automated purchase order begin to earn
dividends on the day your payment is received.

Shares purchased by all other purchase orders begin to earn dividends
on the first business day following the day your payment is received.

Shares earn dividends until, but not including, the next business day
following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each class's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional shares of the same
class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.

2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund. Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.

4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in the same class of shares of another
identically registered Fidelity Advisor fund or shares of certain
identically registered Fidelity funds. Your capital gain distributions
will be automatically invested in the same class of shares of another
identically registered Fidelity Advisor fund or shares of certain
identically registered Fidelity funds, automatically reinvested in
additional shares of the same class of the fund, or paid in cash.

Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, contact your investment
professional directly or call Fidelity.

If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES

As with any investment, your investment in the fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.

TAXES ON DISTRIBUTIONS. Distributions you receive from the fund are
subject to federal income tax, and may also be subject to state or
local taxes.

   For federal tax purposes, the fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income, while
the fund's distributions of long-term capital gains are taxable to you
generally as capital gains.

If a fund's distributions exceed its income and capital gains realized
in any year, which is sometimes the result of currency-related losses,
all or a portion of those distributions may be treated as a return of
capital to shareholders for tax purposes. A return of capital
generally will not be taxable to you but will reduce the cost basis of
your shares and result in a higher reported capital gain or a lower
reported capital loss when you sell your shares.

If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash or to invest
distributions automatically in the same class of shares of another
Fidelity Advisor fund or shares of certain Fidelity funds, you will
receive certain December distributions in January, but those
distributions will be taxable as if you received them on December 31.

TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in the fund generally is the
difference between the cost of your shares and the price you receive
when you sell them.

FUND SERVICES

FUND MANAGEMENT

Advisor Emerging Markets Income is a mutual fund, an investment that
pools shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for the fund. FMR
U.K. was organized in 1986 to provide investment research and advice
to FMR. Currently, FMR U.K. provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for the fund.

(small solid bullet) Fidelity Management & Research (Far East) Inc.
(FMR Far East) serves as a sub-adviser for the fund. FMR Far East was
organized in 1986 to provide investment research and advice to FMR.
Currently, FMR Far East provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for the fund.

(small solid bullet) Fidelity International Investment Advisors
(FIIA), in Pembroke, Bermuda, serves as a sub-adviser for the fund. As
of    September 28, 1999    , FIIA had approximately $3.6
   billion     in discretionary assets under management. Currently,
FIIA provides investment research and advice on issuers based outside
the United States and may also provide investment advisory services
for the fund.

(small solid bullet) Fidelity International Investment Advisors (U.K.)
Limited (FIIA(U.K.)L), in London, England, serves as a sub-adviser for
the fund. As of    September 28, 1999,     FIIA(U.K.)L had
approximately $2.6    billion     in discretionary assets under
management. Currently, FIIA (U.K.)L provides investment research and
advice on issuers based outside the United States and may also provide
investment advisory services for the fund.

(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for the fund. As of    September
28, 1999    , FIJ had approximately $16.3    billion     in
discretionary assets under management. Currently, FIJ provides
investment research and advice on issuers based outside the United
States and may also provide investment advisory services for the fund.

Beginning    January 1, 2001, FMR Co., Inc. (FMRC) will serve as
sub-adviser for the fund. FMRC will be primarily responsible for
choosing investments for the fund. FMRC is a wholly owned subsidiary
of FMR.

John Carlson is vice president and manager of Advisor Emerging Markets
Income which he has managed since June 1995. He also manages other
Fidelity funds. Prior to joining Fidelity in 1995, Mr. Carlson was
executive director of emerging markets at Lehman Brothers
International from 1992 through 1995.

From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security, industry, or
market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily
represent the views of Fidelity or any other person in the Fidelity
organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.

The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is calculated by
adding a group fee rate to an individual fund fee rate, dividing by
twelve, and multiplying the result by the fund's average net assets
throughout the month.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was    0.1267    %. The
individual fund fee rate is 0.55%.

The total management fee for the fiscal year ended December 31, 1999,
was    0.68    % of the fund's average net assets.

FMR pays FMR U.K., FMR Far East, and FIIA for providing
   sub-    advisory services, and FIIA in turn pays FIIA(U.K.)L.
   FMR or     FMR Far East pays FIJ for providing sub-advisory
services.

   FMR will pay FMRC for providing sub-advisory services.

FMR may, from time to time, agree to reimburse a class for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be discontinued by FMR at any time, can decrease a class's
expenses and boost its performance.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

FDC distributes each class's shares.

You may pay a sales charge when you buy or sell your Class A, Class T,
Class B, or Class C shares.

FDC collects the sales charge.

The front-end sales charge will be reduced for purchases of Class A
and Class T shares according to the sales charge schedules below.

 SALES CHARGES AND CONCESSIONS - CLASS A

<TABLE>
<CAPTION>
<S>                        <C>                        <C>                          <C>
                           Sales Charge

                           As a  % of offering price  As an approximate % of net   Investment professional
                                                      amount invested              concession as % of offering
                                                                                   price

Up to $49,999               4.75%                      4.99%                        4.25%

$50,000 to $99,999          4.50%                      4.71%                        4.00%

$100,000 to $249,999        3.50%                      3.63%                        3.00%

$250,000 to $499,999        2.50%                      2.56%                        2.25%

$500,000 to $999,999        2.00%                      2.04%                        1.75%

$1,000,000 to $24,999,999   0.50%                      0.50%                        0.50%

$25,000,000 or more         None*                      None*                        *

</TABLE>

   * SEE "FINDER'S FEE" SECTION ON PAGE 32.

SALES CHARGES AND CONCESSIONS - CLASS T

<TABLE>
<CAPTION>
<S>                   <C>                       <C>                         <C>
                      Sales Charge

                      As a % of offering price  As an approximate % of net  Investment  professional
                                                amount invested             concession as % of offering
                                                                            price

Up to $49,999          3.50%                     3.63%                       3.00%

$50,000 to $99,999     3.00%                     3.09%                       2.50%

$100,000 to $249,999   2.50%                     2.56%                       2.00%

$250,000 to $499,999   1.50%                     1.52%                       1.25%

$500,000 to $999,999   1.00%                     1.01%                       0.75%

$1,000,000 or more     None*                     None*                       *

</TABLE>

* SEE "FINDER'S FEE" SECTION    ON PAGE 31    .

Class A or Class T shares purchased by an individual or company
through the Combined Purchase, Rights of Accumulation or Letter of
Intent program may receive a reduced front-end sales charge according
to the sales charge schedules above. To qualify for a Class A or Class
T front-end sales charge reduction under one of these programs, you
must notify Fidelity in advance of your purchase. More detailed
information about these programs is contained in the statement of
additional information (SAI).

COMBINED PURCHASE. To receive a Class A or Class T front-end sales
charge reduction, if you are a new shareholder, you may combine your
purchase of Class A or Class T shares with purchases of: (i) Class A,
Class T, Class B and Class C shares of any Fidelity Advisor fund and
(ii) Advisor B Class shares and Advisor C Class shares of Treasury
Fund.

RIGHTS OF ACCUMULATION. To receive a Class A or Class T front-end
sales charge reduction, if you are an existing shareholder, you may
add to your purchase of Class A or Class T shares the current value of
your holdings in: (i) Class A, Class T, Class B and Class C shares of
any Fidelity Advisor fund, (ii) Advisor B Class shares and Advisor C
Class shares of Treasury Fund and (iii) Daily Money Class shares of
Treasury Fund, Prime Fund or Tax-Exempt Fund acquired by exchange from
any Fidelity Advisor fund.

LETTER OF INTENT. You may receive a Class A or Class T front-end sales
charge reduction on your purchases of Class A and Class T shares made
during a 13-month period by signing a Letter of Intent (Letter). Each
Class A or Class T purchase you make after you sign the Letter will be
entitled to the reduced front-end sales charge applicable to the total
investment indicated in the Letter. Purchases of the following may be
aggregated for the purpose of completing your Letter: (i) Class A and
Class T shares of any Fidelity Advisor fund (except those acquired by
exchange from Daily Money Class shares of Treasury Fund, Prime Fund or
Tax-Exempt Fund that had been previously exchanged from a Fidelity
Advisor fund), (ii) Class B and Class C shares of any Fidelity Advisor
fund and (iii) Advisor B Class shares and Advisor C Class shares of
Treasury Fund. Reinvested income and capital gain distributions will
not be considered purchases for the purpose of completing your Letter.

Class B shares may, upon redemption, be assessed a CDSC based on the
following schedule:

From Date  of Purchase         Contingent Deferred Sales
                               Charge

Less than 1 year                5%

1 year to less than 2 years     4%

2 years to less than 3 years    3%

3 years to less than 4 years    3%

4 years to less than 5 years    2%

5 years to less than 6 years    1%

6 years to less than 7 yearsA   0%

A AFTER A MAXIMUM OF SEVEN YEARS, CLASS B SHARES WILL CONVERT
AUTOMATICALLY TO CLASS A SHARES OF THE SAME FIDELITY ADVISOR FUND.

When exchanging Class B shares of one fund for Class B shares of
another Fidelity Advisor fund or Advisor B Class shares of Treasury
Fund, your Class B shares retain the CDSC schedule in effect when they
were originally bought.

Except as provided below, investment professionals receive as
compensation from FDC, at the time of sale, a concession equal to
4.00% of your purchase of Class B shares. For purchases of Class B
shares through reinvested dividends or capital gain distributions,
investment professionals do not receive a concession at the time of
sale.

Class C shares may, upon redemption within one year of purchase, be
assessed a CDSC of 1.00%.

Except as provided below, investment professionals will receive as
compensation from FDC, at the time of the sale, a concession equal to
1.00% of your purchase of Class C shares. For purchases of Class C
shares made for an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly Keogh/H.R. 10 plan) or through
reinvested dividends or capital gain distributions, investment
professionals do not receive a concession at the time of sale.

The CDSC for Class B and Class C shares will be calculated based on
the lesser of the cost of the Class B or Class C shares, as
applicable, at the initial date of purchase or the value of those
Class B or Class C shares, as applicable, at redemption, not including
any reinvested dividends or capital gains. Class B and Class C shares
acquired through reinvestment of dividends or capital gain
distributions will not be subject to a CDSC. In determining the
applicability and rate of any CDSC at redemption, Class B or Class C
shares representing reinvested dividends and capital gains will be
redeemed first, followed by those Class B or Class C shares that have
been held for the longest period of time.

A front-end sales charge will not apply to the following Class A
shares:

1. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program with at
least $25 million or more in plan assets;

2. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program
investing through an insurance company separate account used to fund
annuity contracts;

3. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program
investing through a trust institution, bank trust department or
insurance company, or any such institution's broker-dealer affiliate
that is not part of an organization primarily engaged in the brokerage
business. Employee benefit plans (except SIMPLE IRA, SEP, and SARSEP
plans and plans covering self-employed individuals and their employees
(formerly Keogh/H.R. 10 plans)) and 403(b) programs that participate
in the Advisor Retirement Connection do not qualify for this waiver;

4. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program
investing through an investment professional sponsored program that
requires the participating employee benefit plan to invest initially
in Class C or Class B shares and, upon meeting certain criteria,
subsequently requires the plan to invest in Class A shares;

5. Purchased by a trust institution or bank trust department for a
managed account that is charged an asset-based fee. Employee benefit
plans (except SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans)), 403(b) programs and accounts managed by third parties do not
qualify for this waiver;

6. Purchased by a broker-dealer for a managed account that is charged
an asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do
not qualify for this waiver;

7. Purchased by a registered investment adviser that is not part of an
organization primarily engaged in the brokerage business for an
account that is managed on a discretionary basis and is charged an
asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP, and
SARSEP plans and plans covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do not
qualify for this waiver;

8. Purchased with proceeds from the sale of front-end load shares of a
non-Advisor mutual fund for an account participating in the FundSelect
by Nationwide program;

9. Purchased by a bank trust officer, registered representative, or
other employee (or a member of one of their immediate families) of
investment professionals having agreements with FDC. A member of the
immediate family of a bank trust officer, a registered representative
or other employee of investment professionals having agreements with
FDC, is a spouse of one of those individuals, an account for which one
of those individuals is acting as custodian for a minor child, and a
trust account that is registered for the sole benefit of a minor child
of one of those individuals; or

10. Purchased by the Fidelity Investments Charitable Gift Fund.

A front-end sales charge will not apply to the following Class T
shares:

1. Purchased for an insurance company separate account used to fund
annuity contracts for employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or 403(b) programs;

2. Purchased by a trust institution or bank trust department for a
managed account that is charged an asset-based fee. Accounts managed
by third parties do not qualify for this waiver;

3. Purchased by a broker-dealer for a managed account that is charged
an asset-based fee;

4. Purchased by a registered investment adviser that is not part of an
organization primarily engaged in the brokerage business for an
account that is managed on a discretionary basis and is charged an
asset-based fee;

5. Purchased for an employee benefit plan (except a SIMPLE IRA, SEP,
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program;

6. Purchased for a Fidelity or Fidelity Advisor account with the
proceeds of a distribution from (i) an insurance company separate
account used to fund annuity contracts for employee benefit plans,
403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) that are invested in Fidelity Advisor or Fidelity
funds, or (ii) an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly Keogh/H.R. 10 plan) that is
invested in Fidelity Advisor or Fidelity funds. (Distributions other
than those transferred to an IRA account must be transferred directly
into a Fidelity account.);

7. Purchased for any state, county, or city, or any governmental
instrumentality, department, authority or agency;

8. Purchased with redemption proceeds from other mutual fund complexes
on which you have previously paid a front-end sales charge or CDSC;

9. Purchased 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 Fidelity International Limited or their 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;

10. Purchased by a charitable organization (as defined for purposes of
Section 501(c)(3) of the Internal Revenue Code, but excluding the
Fidelity Investments Charitable Gift Fund) investing $100,000 or more;

11. Purchased by a bank trust officer, registered representative, or
other employee (or a member of one of their immediate families) of
investment professionals having agreements with FDC. A member of the
immediate family of a bank trust officer, a registered representative
or other employee of investment professionals having agreements with
FDC, is a spouse of one of those individuals, an account for which one
of those individuals is acting as custodian for a minor child, and a
trust account that is registered for the sole benefit of a minor child
of one of those individuals;

12. Purchased for a charitable remainder trust or life income pool
established for the benefit of a charitable organization (as defined
for purposes of Section 501(c)(3) of the Internal Revenue Code);

13. Purchased with distributions of income, principal, and capital
gains from Fidelity Defined Trusts; or

14. Purchased by the Fidelity Investments Charitable Gift Fund.

The Class B or Class C CDSC will not apply to the redemption of
shares:

1. For disability or death, provided that the shares are sold within
one year following the death or the initial determination of
disability;

2. That are permitted without penalty at age 701/2 pursuant to the
Internal Revenue Code from retirement plans or accounts (other than of
shares purchased on or after February 11, 1999 for Traditional IRAs,
Roth IRAs and Rollover IRAs);

3. For disability, payment of death benefits, or minimum required
distributions starting at age 701/2 from Traditional IRAs, Roth IRAs
and Rollover IRAs purchased on or after February 11, 1999;

4. Through the Fidelity Advisor Systematic Withdrawal Program; or

5. (Applicable to Class C only) From an employee benefit plan, 403(b)
program or plan covering a sole-proprietor (formerly Keogh/H.R. 10
plan).

To qualify for a Class A or Class T front-end sales charge reduction
or waiver, you must notify Fidelity in advance of your purchase.

To qualify for a Class B or Class C CDSC waiver, you must notify
Fidelity in advance of your redemption.

FINDER'S FEE. On eligible purchases of (i) Class A shares in amounts
of $1 million or more that qualify for a Class A load waiver, (ii)
Class A shares in amounts of $25 million or more, and (iii) Class T
shares in amounts of $1 million or more, investment professionals will
be compensated with a fee at the rate of 0.25% of the purchase amount.

Shares held by an insurance company separate account will be
aggregated at the client (e.g., the contract holder or plan sponsor)
level, not at the separate account level. Upon request, anyone
claiming eligibility for the 0.25% fee with respect to shares held by
an insurance company separate account must provide Fidelity access to
records detailing purchases at the client level.

Except as provided below, any assets on which a finder's fee has been
paid will bear a contingent deferred sales charge (Class A or Class T
CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor funds, or Daily Money Class shares of Treasury Fund,
Prime Fund or Tax-Exempt Fund, for a period of at least one
uninterrupted year. The Class A or Class T CDSC will be 0.25% of the
lesser of the cost of the Class A or Class T shares, as applicable, at
the initial date of purchase or the value of those Class A or Class T
shares, as applicable, at redemption, not including any reinvested
dividends or capital gains. Class A and Class T shares acquired
through reinvestment of dividends or capital gain distributions will
not be subject to a Class A or Class T CDSC. In determining the
applicability and rate of any Class A or Class T CDSC at redemption,
Class A or Class T shares representing reinvested dividends and
capital gains will be redeemed first, followed by those Class A or
Class T CDSC shares that have been held for the longest period of
time.

The Class A or Class T CDSC will not apply to the redemption of
shares:

1. Held by insurance company separate accounts;

2. For plan loans or distributions or exchanges to non-Advisor fund
investment options from employee benefit plans (except shares of
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)
purchased on or after February 11, 1999) and 403(b) programs; or

3. For disability, payment of death benefits, or minimum required
distributions starting at age 701/2 from Traditional IRAs, Roth IRAs,
SIMPLE IRAs, SEPs, SARSEPs and plans covering a sole-proprietor or
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans).

To qualify for a Class A or Class T finder's fee or CDSC waiver, you
must notify Fidelity in advance of your purchase or redemption,
respectively.

REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A,
Class T, Class B or Class C shares of the fund, you may reinvest an
amount equal to all or a portion of the redemption proceeds in the
same class of the fund or another Fidelity Advisor fund, at the NAV
next determined after receipt in proper form of your investment order,
provided that such reinvestment is made within 90 days of redemption.
Under these circumstances, the dollar amount of the CDSC you paid, if
any, on shares will be reimbursed to you by reinvesting that amount in
Class A, Class T, Class B or Class C shares, as applicable. You must
reinstate your Class A, Class T, Class B or Class C shares into an
account with the same registration. 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 will continue as if the Class A, Class T, Class B or Class C
shares had not been redeemed.

To qualify for the reinstatement privilege, you must notify Fidelity
in writing in advance of your reinvestment.

CONVERSION FEATURE. After a maximum of seven years from the initial
date of purchase, Class B shares and any capital appreciation
associated with those 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 bought 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.

Class A of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class A of the fund is authorized to pay FDC a monthly 12b-1
fee as compensation for providing services intended to result in the
sale of Class A shares and/or shareholder support services. Class A of
the fund may pay FDC a 12b-1 fee at an annual rate of 0.40% of its
average net assets, or such lesser amount as the Trustees may
determine from time to time. Class A of the fund currently pays FDC a
monthly 12b-1 fee at an annual rate of 0.15% of its average net assets
throughout the month. Class A's 12b-1 fee rate may be increased only
when the Trustees believe that it is in the best interests of Class A
shareholders to do so.

Class T of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class T of the fund is authorized to pay FDC a monthly 12b-1
fee as compensation for providing services intended to result in the
sale of Class T shares and/or shareholder support services. Class T of
the fund may pay FDC a 12b-1 fee at an annual rate of 0.40% of its
average net assets, or such lesser amount as the Trustees may
determine from time to time. Class T currently pays FDC a monthly
12b-1 fee at an annual rate of 0.25% of its average net assets
throughout the month. Class T's 12b-1 fee rate may be increased only
when the Trustees believe that it is in the best interests of Class T
shareholders to do so.

FDC may reallow to intermediaries (such as banks, broker-dealers and
other service-providers), including its affiliates, up to the full
amount of the Class A and Class T 12b-1 fee, for providing services
intended to result in the sale of Class A or Class T shares and/or
shareholder support services.

Class B of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class B of the fund is authorized to pay FDC a monthly 12b-1
(distribution) fee as compensation for providing services intended to
result in the sale of Class B shares. Class B of the fund may pay FDC
a 12b-1 (distribution) fee at an annual rate of 0.75% of its average
net assets, or such lesser amount as the Trustees may determine from
time to time. Class B of the fund currently pays FDC a monthly 12b-1
(distribution) fee at an annual rate of 0.65% of its average net
assets throughout the month. Class B's 12b-1 (distribution) fee rate
may be increased only when the Trustees believe that it is in the best
interests of Class B shareholders to do so.

In addition, pursuant to the Class B plan, Class B pays FDC a monthly
12b-1 (service) fee at an annual rate of 0.25% of Class B's average
net assets throughout the month for providing shareholder support
services.

FDC may reallow up to the full amount of the Class B 12b-1 (service)
fee to intermediaries (such as banks, broker-dealers and other
service-providers) for providing shareholder support services.

Class C of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class C of the fund is authorized to pay FDC a monthly 12b-1
(distribution) fee as compensation for providing services intended to
result in the sale of Class C shares. Class C of the fund currently
pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.75%
of its average net assets throughout the month.

In addition, pursuant to the Class C plan, Class C pays FDC a monthly
12b-1 (service) fee at an annual rate of 0.25% of Class C's average
net assets throughout the month for providing shareholder support
services.

Normally, after the first year of investment, FDC may reallow up to
the full amount of the Class C 12b-1 (distribution) fees to
intermediaries (such as banks, broker-dealers and other
service-providers) for providing services intended to result in the
sale of Class C shares and may reallow up to the full amount of the
Class C 12b-1 (service) fee to intermediaries for providing
shareholder support services.

For purchases of Class C shares made for an employee benefit plan,
403(b) program or plan covering a sole-proprietor (formerly Keogh/H.R.
10 plan) or through reinvestment of dividends or capital gain
distributions, during the first year of investment and thereafter, FDC
may reallow up to the full amount of the Class C 12b-1 (distribution)
fee paid by such shares to intermediaries, including its affiliates,
for providing services intended to result in the sale of Class C
shares and may reallow up to the full amount of the Class C 12b-1
(service) fee paid by such shares to intermediaries, including its
affiliates, for providing shareholder support services.

Because 12b-1 fees are paid out of each class's assets on an ongoing
basis, they will increase the cost of your investment and may cost you
more than paying other types of sales charges.

In addition, each plan specifically recognizes that FMR may make
payments from its management fee revenue, past profits, or other
resources to FDC for expenses incurred in connection with providing
services intended to result in the sale of the applicable class's
shares and/or shareholder support services,including payments made to
intermediaries that provide those services. Currently, the Board of
Trustees of the fund has authorized such payments for Class A, Class
T, Class B, and Class C.

To receive sales concessions, finder's fees and payments made pursuant
to a Distribution and Service Plan, intermediaries must sign the
appropriate agreement with FDC in advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Fidelity Advisor funds, provided
that the fund receives brokerage services and commission rates
comparable to those of other broker-dealers.

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 FDC. This prospectus and
the related SAI do not constitute an offer by the fund or by FDC to
sell shares of the fund to or to buy shares of the fund from any
person to whom it is unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand
each class's financial history for the    past 5 years or, if shorter,
the period of the class's operations.     Certain information reflects
financial results for a single class share. The total returns in the
table represent the rate that an investor would have earned (or lost)
on an investment in the class (assuming reinvestment of all dividends
and distributions). This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report,
along with the fund's financial highlights and financial statements,
are included in the fund's annual report. A free copy of the annual
report is available upon request.

   ADVISOR EMERGING MARKETS INCOME FUND - CLASS A

Years ended December 31,         1999      1998       1997      1996E

SELECTED PER-SHARE DATA

Net asset value, beginning of    $ 7.780   $ 11.120   $ 11.720  $ 10.520
period

Income from Investment
Operations

 Net investment income D          .821      .943       .953      .274

 Net realized and unrealized      1.884     (3.275)    .891      1.574
gain (loss)

 Total from investment            2.705     (2.332)    1.844     1.848
operations

Less Distributions

 From net investment income       (.805)    (.834)     (.984)    (.238)

 From net realized gain           -         -          (1.460)   (.410)

 Return of capital                -         (.174)     -         -

 Total distributions              (.805)    (1.008)    (2.444)   (.648)

Net asset value, end of period   $ 9.680   $ 7.780    $ 11.120  $ 11.720

TOTAL RETURN B, C                 36.35%    (21.94)%   16.52%    17.71%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period        $ 2,140   $ 2,829    $ 2,313   $ 478
(000 omitted)

Ratio of expenses to average      1.40% F   1.40% F    1.40% F   1.40% A, F
net assets

Ratio of expenses to average      1.40%     1.39% G    1.38% G   1.40% A
net assets after expense
reductions

Ratio of net investment           9.57%     10.05%     7.74%     7.31% A
income to average net assets

Portfolio turnover rate           275%      514%       660%      410%


   A ANNUALIZED

   B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

   C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

   D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.

   E FOR THE PERIOD SEPTEMBER 3, 1996 (COMMENCEMENT OF SALE OF CLASS A
SHARES) TO DECEMBER 31, 1996.

   F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

   G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS'
EXPENSES.

   ADVISOR EMERGING MARKETS INCOME FUND - CLASS T

<TABLE>
<CAPTION>
<S>                              <C>       <C>        <C>       <C>       <C>

Years ended December 31,         1999      1998       1997      1996      1995

SELECTED PER-SHARE DATA

Net asset value, beginning of    $ 7.770   $ 11.110   $ 11.710  $ 9.280   $ 9.520
period

Income from Investment
Operations

 Net investment income            .815 C    .975 C     .877 C    .758 C    .860

 Net realized and unrealized      1.886     (3.319)    .961      2.832     (.323)
gain (loss)

 Total from investment            2.701     (2.344)    1.838     3.590     .537
operations

Less Distributions

 From net investment income       (.801)    (.824)     (.978)    (.750)    (.777)

 From net realized gain           -         -          (1.460)   (.410)    -

 Return of capital                -         (.172)     -         -         -

 Total distributions              (.801)    (.996)     (2.438)   (1.160)   (.777)

Net asset value, end of period   $ 9.670   $ 7.770    $ 11.110  $ 11.710  $ 9.280

TOTAL RETURN A, B                 36.34%    (22.07)%   16.47%    40.41%    6.99%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period        $ 55,715  $ 53,643   $ 93,228  $ 78,861  $ 36,205
(000 omitted)

Ratio of expenses to average      1.42%     1.50%      1.47%     1.49%     1.50% D
net assets

Ratio of expenses to average      1.42%     1.48% E    1.45% E   1.48% E   1.50%
net assets  after expense
reductions

Ratio of net investment           9.54%     9.96%      7.08%     7.23%     9.32%
income to average net assets

Portfolio turnover rate           275%      514%       660%      410%      305%


</TABLE>

   A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

   B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.

   C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.

   D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

   E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS'
EXPENSES.

   ADVISOR EMERGING MARKETS INCOME FUND - CLASS B

<TABLE>
<CAPTION>
<S>                              <C>       <C>        <C>       <C>       <C>

Years ended December 31,         1999      1998       1997      1996      1995

SELECTED PER-SHARE DATA

Net asset value, beginning of    $ 7.800   $ 11.160   $ 11.750  $ 9.300   $ 9.520
period

Income from Investment
Operations

 Net investment income            .761 C    .907 C     .806 C    .686 C    .835

 Net realized and unrealized      1.904     (3.334)    .956      2.853     (.342)
gain (loss)

 Total from investment            2.665     (2.427)    1.762     3.539     .493
operations

Less Distributions

 From net investment income       (.745)    (.772)     (.892)    (.679)    (.713)

 From net realized gain           -         -          (1.460)   (.410)    -

 Return of capital                -         (.161)     -         -         -

 Total distributions              (.745)    (.933)     (2.352)   (1.089)   (.713)

Net asset value, end of period   $ 9.720   $ 7.800    $ 11.160  $ 11.750  $ 9.300

TOTAL RETURN A, B                 35.58%    (22.66)%   15.70%    39.61%    6.38%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period        $ 19,054  $ 16,703   $ 23,576  $ 17,746  $ 9,486
(000 omitted)

Ratio of expenses to average      2.10%     2.15% D    2.15%     2.15% D   2.25% D
net assets

Ratio of expenses to average      2.10%     2.13% E    2.13% E   2.15%     2.25%
net assets after expense
reductions

Ratio of net investment           8.86%     9.36%      6.48%     6.56%     8.48%
income  to average net assets

Portfolio turnover rate           275%      514%       660%      410%      305%


</TABLE>

   A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

   B TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES
CHARGE.

   C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.

   D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

   E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS'
EXPENSES.

   ADVISOR EMERGING MARKETS INCOME FUND - CLASS C

Years ended December 31,         1999     1998       1997E

SELECTED PER-SHARE DATA

Net asset value, beginning of    $ 7.790  $ 11.110   $ 12.190
period

Income from Investment
Operations

 Net investment income D          .750     .792       .154

 Net realized and unrealized      1.893    (3.191)    .322
gain (loss)

 Total from investment            2.643    (2.399)    .476
operations

Less Distributions

 From net investment income       (.733)   (.762)     (.286)

 From net realized gain           -        -          (1.270)

 Return of capital                -        (.159)     -

 Total distributions              (.733)   (.921)     (1.556)

Net asset value, end of period   $ 9.700  $ 7.790    $ 11.110

TOTAL RETURN B, C                 35.31%   (22.47)%   4.16%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period        $ 2,402  $ 964      $ 66
(000 omitted)

Ratio of expenses to average      2.23%    2.25% F    2.25% A, F
net assets

Ratio of expenses to average      2.23%    2.23% G    2.25% A
net assets after expense
reductions

Ratio of net investment           8.73%    9.30%      9.04% A
income to average net assets

Portfolio turnover rate           275%     514%       660%


   A ANNUALIZED

   B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

   C TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES CHARGE
AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

   D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.

   E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS C
SHARES) TO DECEMBER 31, 1997.

   F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

   G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS'
EXPENSES.

You can obtain additional information about the fund. The fund's SAI
includes more detailed information about the fund and its investments.
The SAI is incorporated herein by reference (legally forms a part of
the prospectus). The fund's annual and semi-annual reports include a
discussion of the fund's holdings and recent market conditions and the
fund's investment strategies that affected performance.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

The SAI, the fund's annual and semi-annual reports and other related
materials are available on the SEC's    w    eb site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the fund, including the fund's SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-3855

Fidelity,    Fidelity Investments & (Pyramid) Design, Fidelity
Investments    , and Directed Dividends are registered trademarks of
FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

1.728610.101 EMI-pro-0200

Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.

FIDELITY(registered trademark)
ADVISOR
EMERGING MARKETS INCOME
FUND
INSTITUTIONAL CLASS
(Fund 607, CUSIP 315920702)

PROSPECTUS

   FEBRUARY 29, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY             2   INVESTMENT SUMMARY

                         2   PERFORMANCE

                         4   FEE TABLE

FUND BASICS              5   INVESTMENT DETAILS

                         6   VALUING SHARES

SHAREHOLDER INFORMATION  6   BUYING AND SELLING SHARES

                         13  EXCHANGING SHARES

                         14  ACCOUNT FEATURES AND POLICIES

                         16  DIVIDENDS AND CAPITAL GAIN
                             DISTRIBUTIONS

                         16  TAX CONSEQUENCES

FUND SERVICES            17  FUND MANAGEMENT

                         17  FUND DISTRIBUTION

APPENDIX                 18  FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

ADVISOR EMERGING MARKETS INCOME FUND seeks a high level of current
income. As a secondary objective, the fund seeks capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing at least 65% of total assets
in debt securities of issuers in emerging markets (countries that have
an emerging stock market as defined by the International Finance
Corporation    and co    untries with low- to middle-income economies
according to the World    Bank).

(small solid bullet) Potentially investing in other types of
securities, including equity securities of emerging market issuers,
debt securities of non-emerging market foreign issuers, and
lower-quality debt securities of U.S. issuers.

(small solid bullet) Allocating investments across countries
considering the size of the market in each country relative to the
size of the markets in countries considered emerging markets as a
whole.

(small solid bullet) Analyzing a security's structural features and
current pricing, trading opportunities, and the credit, currency, and
economic risks of the security and its issuer to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market. Emerging markets can be subject to greater social, economic,
regulatory and political uncertainties and can be extremely volatile.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole. Lower-quality debt securities
(those of less than investment-grade quality) can be more volatile due
to increased sensitivity to adverse issuer, political, regulatory,
market or economic developments and can be difficult to resell.

In addition, the fund is considered non-diversified and can invest a
greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
issuer could cause greater fluctuations in share price than would
occur in a more diversified fund.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year and compares Institutional Class's
performance to the performance of a market index and an average of the
performance of similar funds over various periods of time.    Returns
are based on past results and are not an indication of future
performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S>                           <C>  <C>  <C>  <C>  <C>  <C>  <C>     <C>     <C>      <C>
ADVISOR EMERGING MARKETS
INCOME - INSTITUTIONAL CLASS

Calendar Year                                         1996    1997    1998     1999

                                                      40.21%  16.84%  -21.75%  36.59%

</TABLE>


Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: 40.21
Row: 8, Col: 1, Value: 16.84
Row: 9, Col: 1, Value: -21.75
Row: 10, Col: 1, Value: 36.59

DURING THE PERIODS SHOWN IN THE CHART FOR INSTITUTIONAL CLASS OF
ADVISOR EMERGING MARKETS INCOME, THE HIGHEST RETURN FOR A QUARTER WAS
   15.52% (QUARTER ENDED     DECEMBER 31, 1999   ) AND THE LOWEST
RETURN FOR A QUARTER WAS     -28.48%    (QUARTER ENDED     SEPTEMBER
30, 1998   ).

AVERAGE ANNUAL RETURNS

For the periods ended          Past 1 year  Life of  classA
December 31, 1999

Advisor Emerging Markets        36.59%       16.95%
Income - Institutional Class

J. P. Morgan Emerging Markets   24.18%       15.73%
Bond Index Global

J. P. Morgan Emerging Markets   25.97%       16.12%
Bond Index Plus

Lipper Emerging Markets Debt    24.51%       n/a
Funds Average

A FROM JULY 3, 1995.

If FMR had not reimbursed certain class expenses during these periods,
Institutional Class's returns would have been lower.

   Going forward, the fund's performance will be compared to the J.P.
Morgan Emerging Markets Bond Index Global rather than the J.P. Morgan
Emerging Markets Bond Index Plus because the J.P. Morgan Emerging
Markets Bond Index Global includes a broader representation of the
emerging market debt investment universe.

   J.P. Morgan Emerging Markets Bond Index Global is a market
value-weighted index of U.S. dollar-denominated Brady bonds,
Eurobonds, traded loans, and local market debt instruments issued by
emerging markets' sovereign and quasi-sovereign entities. The index
currently covers 26 emerging markets countries.

J.P. Morgan Emerging Markets Bond Index Plus is a market
value-weighted index of U.S. dollar- and other external
currency-denominated Brady bonds, loans, Eurobonds, and local market
debt instruments traded in emerging markets.

Lipper Emerging Markets Debt Funds Average reflects the performance
(excluding sales charges) of mutual funds with similar objectives.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell Institutional Class shares of the fund.
The annual class operating expenses provided below for Institutional
Class do not reflect the effect of any reduction of certain expenses
during the period.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

                              Institutional Class

Sales charge (load) on        None
purchases and reinvested
distributions

Deferred sales charge (load)  None
on redemptions

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

                              Institutional Class

Management fee                0.68%

Distribution and Service      None
(12b-1) fee

Other expenses                0.46%

Total annual class operating  1.14%
expensesA

A EFFECTIVE JULY 1, 1995, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INSTITUTIONAL CLASS OF THE FUND TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTE   REST, TAXES, CERTAIN SECURITIES LEN    DING
COSTS, BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A
PERCENTAGE OF ITS AVERAGE NET ASSETS, EXCEED 1.25%. THIS ARRANGEMENT
CAN BE DISCONTINUED BY FMR AT ANY TIME.

A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. In addition, through arrangements with the
fund's custodian, credits realized as a result of uninvested cash
balances are used to reduce custodian expenses. Including these
reductions, the total Institutional Class operating expenses would
have been 1   .13    %.

This EXAMPLE helps you compare the cost of investing in the fund with
the cost of investing in other mutual funds.

Let's say, hypothetically, that Institutional Class's annual return is
5% and that your shareholder fees and Institutional Class's annual
operating expenses are exactly as described in the fee table. This
example illustrates the effect of fees and expenses, but is not meant
to suggest actual or expected fees and expenses or returns, all of
which may vary. For every $10,000 you invested, here's how much you
would pay in total expenses if you close your account at the end of
each time period indicated:

          Institutional Class

1 year    $ 116

3 years   $ 362

5 years   $ 628

10 years  $ 1,386


FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

ADVISOR EMERGING MARKETS INCOME FUND seeks a high level of current
income. As a secondary objective, the fund seeks capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests at least 65% of the fund's total assets in debt
securities of issuers in emerging markets. Countries with emerging
markets include those that have an emerging stock market as defined by
the International Finance Cor   poration and th    ose with low- to
middle-income economies according to the World    Bank. FMR
    expects to emphasize countries with relatively low gross national
product per capita compared to the world's major economies and
countries with the potential for rapid economic growth.

FMR may also invest in equity securities of emerging market issuers,
debt securities of non-emerging market foreign issuers, and
lower-quality debt securities of U.S. issuers. Although FMR may invest
up to 35% of the fund's total assets in these securities, FMR does not
currently anticipate that these investments will exceed approximately
20% of the fund's total assets.

FMR normally diversifies the fund's investments across different
emerging market countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in countries considered emerging
markets as a whole.

Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.

In buying and selling securities for the fund, FMR generally analyzes
a security's structural features and current price compared to its
long-term value and any short-term trading opportunities resulting
from market inefficiencies. FMR's analysis also considers the credit,
currency, and economic risks associated with the security and the
country of its issuer.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices, interest rates, or other factors that affect security
values. If FMR's strategies do not work as intended, the fund may not
achieve its objective.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

EQUITY SECURITIES represent an ownership interest, or the right to
acquire an ownership interest, in an issuer. Different types of equity
securities provide different voting and dividend rights and priority
in the event of the bankruptcy of the issuer. Equity securities
include common stocks, preferred stocks, convertible securities, and
warrants.

DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable, or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero coupon bonds, do not pay current interest but
are sold at a discount from their face values. Debt securities include
corporate bonds, government securities, mortgage and other
asset-backed securities, and loans and loan participations.

PRINCIPAL INVESTMENT RISKS

Many factors affect the fund's performance. The fund's yield and share
price change daily based on changes in interest rates and market
conditions and in response to other economic, political, or financial
developments. The fund's reaction to these developments will be
affected by the types and maturities of securities in which the fund
invests, the financial condition, industry and economic sector, and
geographic location of an issuer, and the fund's level of investment
in the securities of that issuer. Because FMR may invest a significant
percentage of the fund's assets in a single issuer, the fund's
performance could be closely tied to the market value of that one
issuer and could be more volatile than the performance of more
diversified funds. When you sell your shares of the fund, they could
be worth more or less than what you paid for them.

The following factors can significantly affect the fund's performance:

STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market, and economic developments. In
the short term, equity prices can fluctuate dramatically in response
to these developments. Different parts of the market and different
types of equity securities can react differently to these
developments. For example, large cap stocks can react differently from
small cap stocks, and "growth" stocks can react differently from
"value" stocks. Issuer, political, or economic developments can affect
a single issuer, issuers within an industry or economic sector or
geographic region, or the market as a whole.

INTEREST RATE CHANGES. Debt securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
debt security can fall when interest rates rise and can rise when
interest rates fall. Securities with longer maturities and mortgage
securities can be more sensitive to interest rate changes. In other
words, the longer the maturity of a security, the greater the impact a
change in interest rates could have on the security's price. In
addition, short-term and long-term interest rates do not necessarily
move in the same amount or the same direction. Short-term securities
tend to react to changes in short-term interest rates, and long-term
securities tend to react to changes in long-term interest rates.

FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic, or
regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial, and other operational risks; and the
less stringent investor protection and disclosure standards of some
foreign markets. All of these factors can make foreign investments,
especially those in emerging markets, more volatile and potentially
less liquid than U.S. investments. In addition, foreign markets can
perform differently from the U.S. market.
Investing in emerging markets can involve risks in addition to and
greater than those generally associated with investing in more
developed foreign markets. The extent of economic development;
political stability; market depth, infrastructure, and capitalization;
and regulatory oversight can be less than in more developed markets.
Emerging market economies can be subject to greater social, economic,
regulatory, and political uncertainties. All of these factors can make
emerging market securities more volatile and potentially less liquid
than securities issued in more developed markets.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the credit quality or
value of an issuer's securities. The value of securities of smaller,
less well-known issuers can be more volatile than that of larger
issuers. Lower-quality debt securities (those of less than
investment-grade quality) tend to be more sensitive to these changes
than higher-quality debt securities.

Lower-quality debt securities involve greater risk of default or price
changes due to changes in the credit quality of the issuer. The value
of lower-quality debt securities often fluctuates in response to
company, political, or economic developments and can decline
significantly over short periods of time or during periods of general
or regional economic difficulty. Lower-quality debt securities can be
thinly traded or have restrictions on resale, making them difficult to
sell at an acceptable price. The default rate for lower-quality debt
securities is likely to be higher during economic recessions or
periods of high interest rates.

In response to market, economic, political, or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect the fund's
performance and the fund may not achieve its investment objective.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

ADVISOR EMERGING MARKETS INCOME FUND seeks a high level of current
income by investing primarily in debt securities and other instruments
of issuers in emerging markets. As a secondary objective, the fund
seeks capital appreciation.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates Institutional Class's NAV as of
the close of business of the NYSE, normally 4:00 p.m. Eastern time.
However, NAV may be calculated earlier if trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission
(SEC). The fund's assets are valued as of this time for the purpose of
computing Institutional Class's NAV.

To the extent that the fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of the fund's assets may not occur on days when the
fund is open for business.

The fund's assets are valued primarily on the basis of information
furnished by a pricing service or market quotations. Certain
short-term securities are valued on the basis of amortized cost. If
market quotations or information furnished by a pricing service is not
readily available for a security or if a security's value has been
materially affected by events occurring after the close of the
exchange or market on which the security is principally traded (for
example, a foreign exchange or market), that security may be valued by
another method that the Board of Trustees believes accurately reflects
fair value. A security's valuation may differ depending on the method
used for determining value.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, product and service information, please use the following
phone numbers:

(small solid bullet) If you are investing through a broker-dealer or
insurance representative, 1-800-522-7297 (8:30 a.m. - 7:00 p.m.
Eastern time, Monday through Friday).

(small solid bullet) If you are investing through a bank
representative, 1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time,
Monday through Friday).

Please use the following addresses:

BUYING OR SELLING SHARES

Fidelity Investments(registered trademark)
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Institutional Class shares of the fund through a
retirement account or an investment professional. When you invest
through a retirement account or an investment professional, the
procedures for buying, selling, and exchanging Institutional Class
shares of the fund and the account features and policies may differ.
Additional fees may also apply to your investment in Institutional
Class shares of the fund, including a transaction fee if you buy or
sell Institutional Class shares of the fund through a broker or other
investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT

FOR YOUR GENERAL INVESTMENT NEEDS

RETIREMENT

FOR TAX-ADVANTAGED RETIREMENT SAVINGS

(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)

(solid bullet) ROTH IRAS

(solid bullet) ROLLOVER IRAS

(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED PLANS

(solid bullet) KEOGH PLANS

(solid bullet) SIMPLE IRAS

(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)

(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)

TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST

FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION

FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES

Institutional Class shares are offered to:

1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested in the
Institutional Class of the Advisor funds. In addition, employee
benefit plans (as defined in the Employee Retirement Income Security
Act), 403(b) programs and plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) must have at least $50 million in plan assets;

2. Registered investment adviser managed account programs, provided
the registered investment adviser is not part of an organization
primarily engaged in the brokerage business, and the program (i)
charges an asset-based fee and (ii) will have at least $1 million
invested in the Institutional Class of the Advisor funds. In addition,
accounts other than an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly a Keogh/H.R. 10 plan) in the
program must be managed on a discretionary basis;

3. Trust institution and bank trust department managed account
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Accounts managed by third parties are not eligible to purchase
Institutional Class shares;

4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;

5. Fidelity Trustees and employees; and

6. Insurance company programs for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R. 10
plans) that (i) charge an asset-based fee and (ii) will have at least
$1 million invested in the Institutional Class of the Advisor funds.
Insurance company programs for employee benefit plans, 403(b) programs
and plans covering sole-proprietors (formerly Keogh/H.R. 10 plans)
include such programs offered by a broker-dealer affiliate of an
insurance company, provided that the affiliate is not part of an
organization primarily engaged in the brokerage business.

For purchases made by managed account programs, insurance company
separate accounts or insurance company programs for employee benefit
plans, 403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans), Fidelity may waive the requirement that $1
million be invested in the Institutional Class of the Advisor funds.

The price to buy one share of Institutional Class is the class's NAV.
Institutional Class shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.

Short-term or excessive trading into and out of the fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, the fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
the fund. For these purposes, FMR may consider an investor's trading
history in the fund or other Fidelity funds, and accounts under common
ownership or control.

The fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.

(small solid bullet) Fidelity does not accept cash.

(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.

(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.

(small solid bullet) Fidelity must receive payment within three
business days after an order for shares is placed; otherwise your
purchase order may be canceled and you could be liable for any losses
or fees the fund or Fidelity has incurred.

(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.

Institutional Class shares can be bought or sold through investment
professionals using an automated order placement and settlement system
that guarantees payment for orders on a specified date.

Certain financial institutions that meet creditworthiness criteria
established by Fidelity Distributors Corporation (FDC) may enter
confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than close of business on the next business
day. If payment is not received by that time, the order will be
canceled and the financial institution will be liable for any losses.

MINIMUMS

TO OPEN AN ACCOUNT                        $2,500
For certain Fidelity Advisor retirement
accountsA                                 $500
Through regular investment plansB         $100
TO ADD TO AN ACCOUNT                      $100
MINIMUM BALANCE                           $1,000
For certain Fidelity Advisor retirement
accountsA                                 None

A FIDELITY ADVISOR TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA, SEP-IRA,
AND KEOGH ACCOUNTS.

B AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS
OPENED.

There is no minimum account balance or initial or subsequent purchase
minimum for certain Fidelity retirement accounts funded through salary
deduction, or accounts opened with the proceeds of distributions from
such retirement accounts. In addition, the fund may waive or lower
purchase minimums in other circumstances.

KEY INFORMATION

PHONE                        TO OPEN AN ACCOUNT

                             (small solid bullet) Exchange
                             from the same class of
                             another Fidelity Advisor
                             fund or from another
                             Fidelity fund. Call your
                             investment professional or
                             call Fidelity at the
                             appropriate number found in
                             "General Information."

                             TO ADD TO AN ACCOUNT

                             (small solid bullet) Exchange
                             from the same class of
                             another Fidelity Advisor
                             fund or from another
                             Fidelity fund. Call your
                             investment professional or
                             call Fidelity at the
                             appropriate number found in
                             "General Information."

MAIL FIDELITY INVESTMENTS    TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI,  (small solid bullet) Complete
OH 45277-0081                and sign the application.
                             Make your check payable to
                             the complete name of the
                             fund and note the applicable
                             class. Mail to your
                             investment professional or
                             to the address at left.

                             TO ADD TO AN ACCOUNT

                             (small solid bullet) Make
                             your check payable to the
                             complete name of the fund
                             and note the applicable
                             class. Indicate your fund
                             account number on your check
                             and mail to your investment
                             professional or to the
                             address at left.

                             (small solid bullet) Exchange
                             from the same class of other
                             Fidelity Advisor funds or
                             from another Fidelity fund.
                             Send a letter of instruction
                             to your investment
                             professional or to the
                             address at left, including
                             your name, the funds' names,
                             the applicable class names,
                             the fund account numbers,
                             and the dollar amount or
                             number of shares to be
                             exchanged.

IN PERSON                    TO OPEN AN ACCOUNT

                             (small solid bullet) Bring
                             your application and check
                             to your investment
                             professional.

                             TO ADD TO AN ACCOUNT

                             (small solid bullet) Bring
                             your check to your
                             investment professional.

WIRE                         TO OPEN AN ACCOUNT

                             (small solid bullet) Call
                             your investment professional
                             or call Fidelity at the
                             appropriate number found in
                             "General Information" to set
                             up your account and to
                             arrange a wire transaction.

                             (small solid bullet) Wire to:
                             Bankers Trust Company, Bank
                             Routing # 021001033, Account
                             # 00159759.

                             (small solid bullet) Specify
                             the complete name of the
                             fund, note the applicable
                             class, and include your new
                             fund account number and your
                             name.

                             TO ADD TO AN ACCOUNT

                             (small solid bullet) Wire to:
                             Bankers Trust Company, Bank
                             Routing # 021001033, Account
                             # 00159759.

                             (small solid bullet) Specify
                             the complete name of the
                             fund, note the applicable
                             class, and include your fund
                             account number and your name.

AUTOMATICALLY                TO OPEN AN ACCOUNT

                             (small solid bullet) Not
                             available.

                             TO ADD TO AN ACCOUNT

                             (small solid bullet) Use
                             Fidelity Advisor Systematic
                             Investment Program.

SELLING SHARES

The price to sell one share of Institutional Class is the class's NAV.

If appropriate to protect shareholders, the fund may impose a
redemption fee (trading fee) on redemptions from the fund.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 15 or 30 days, depending on your account;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000 worth of shares in the account to keep
it open, except accounts not subject to account minimums.

(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
the fund.

(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.

(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.

(small solid bullet) Redemption proceeds may be paid in securities or
other property rather than in cash if FMR determines it is in the best
interests of the fund.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

To sell shares issued with certificates, call Fidelity for
instructions. The fund no longer issues share certificates.

KEY INFORMATION

PHONE                        (small solid bullet) Call
                             your investment professional
                             or call Fidelity at the
                             appropriate number found in
                             "General Information" to
                             initiate a wire transaction
                             or to request a check for
                             your redemption.

                             (small solid bullet) Exchange
                             to the same class of other
                             Fidelity Advisor funds or to
                             another Fidelity fund. Call
                             your investment professional
                             or call Fidelity at the
                             appropriate number found in
                             "General Information."

MAIL FIDELITY INVESTMENTS    INDIVIDUAL, JOINT TENANT,
P.O. BOX 770002 CINCINNATI,  SOLE PROPRIETORSHIP, UGMA,
OH 45277-0081                UTMA

                             (small solid bullet) Send a
                             letter of instruction to
                             your investment professional
                             or to the address at left,
                             including your name, the
                             fund's name, the applicable
                             class name, your fund
                             account number, and the
                             dollar amount or number of
                             shares to be sold. The
                             letter of instruction must
                             be signed by all persons
                             required to sign for
                             transactions, exactly as
                             their names appear on the
                             account.

                             RETIREMENT ACCOUNT

                             (small solid bullet) The
                             account owner should
                             complete a retirement
                             distribution form. Call your
                             investment professional or
                             call Fidelity at the
                             appropriate number found in
                             "General Information" to
                             request one.

                             TRUST

                             (small solid bullet) Send a
                             letter of instruction to
                             your investment professional
                             or to the address at left,
                             including the trust's name,
                             the fund's name, the
                             applicable class name, the
                             trust's fund account number,
                             and the dollar amount or
                             number of shares to be sold.
                             The trustee must sign the
                             letter of instruction
                             indicating capacity as
                             trustee. If the trustee's
                             name is not in the account
                             registration, provide a copy
                             of the trust document
                             certified within the last 60
                             days.

                             BUSINESS OR ORGANIZATION

                             (small solid bullet) Send a
                             letter of instruction to
                             your investment professional
                             or to the address at left,
                             including the firm's name,
                             the fund's name, the
                             applicable class name, the
                             firm's fund account number,
                             and the dollar amount or
                             number of shares to be sold.
                             At least one person
                             authorized by corporate
                             resolution to act on the
                             account must sign the letter
                             of instruction.

                             (small solid bullet) Include
                             a corporate resolution with
                             corporate seal or a
                             signature guarantee.

                             EXECUTOR, ADMINISTRATOR,
                             CONSERVATOR, GUARDIAN

                             (small solid bullet) Call
                             your investment professional
                             or call Fidelity at the
                             appropriate number found in
                             "General Information" for
                             instructions.

IN PERSON                    INDIVIDUAL, JOINT TENANT,
                             SOLE PROPRIETORSHIP, UGMA,
                             UTMA

                             (small solid bullet) Bring a
                             letter of instruction to
                             your investment
                             professional. The letter of
                             instruction must be signed
                             by all persons required to
                             sign for transactions,
                             exactly as their names
                             appear on the account.

                             RETIREMENT ACCOUNT

                             (small solid bullet) The
                             account owner should
                             complete a retirement
                             distribution form. Visit
                             your investment professional
                             to request one.

                             TRUST

                             (small solid bullet) Bring a
                             letter of instruction to
                             your investment
                             professional. The trustee
                             must sign the letter of
                             instruction indicating
                             capacity as trustee. If the
                             trustee's name is not in the
                             account registration,
                             provide a copy of the trust
                             document certified within
                             the last 60 days.

                             BUSINESS OR ORGANIZATION

                             (small solid bullet) Bring a
                             letter of instruction to
                             your investment
                             professional. At least one
                             person authorized by
                             corporate resolution to act
                             on the account must sign the
                             letter of instruction.

                             (small solid bullet) Include
                             a corporate resolution with
                             corporate seal or a
                             signature guarantee.

                             EXECUTOR, ADMINISTRATOR,
                             CONSERVATOR, GUARDIAN

                             (small solid bullet) Visit
                             your investment professional
                             for instructions.

AUTOMATICALLY                (small solid bullet) Use
                             Fidelity Advisor Systematic
                             Withdrawal Program to set up
                             periodic redemptions from
                             your Institutional Class
                             account.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As an Institutional Class shareholder, you have the privilege of
exchanging your Institutional Class shares for Institutional Class
shares of other Fidelity Advisor funds or for shares of Fidelity
funds.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) The fund may temporarily or permanently terminate
the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control will be counted together for purposes of the four
exchange limit.

(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.

(small solid bullet) The fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

The fund may terminate or modify the exchange privilege in the future.

Other funds may have different exchange restrictions, and may impose
trading fees of up to 3.00% of the amount exchanged. Check each fund's
prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
fund.

AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account, between accounts, or out of your account. While
automatic investment programs do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Automatic withdrawal or exchange
programs can be a convenient way to provide a consistent income flow
or to move money between your investments.

<TABLE>
<CAPTION>
<S>                           <C>      <C>                          <C>
FIDELITY ADVISOR SYSTEMATIC
INVESTMENT PROGRAM TO MOVE
MONEY FROM YOUR BANK ACCOUNT
TO A FIDELITY ADVISOR FUND.

MINIMUM MINIMUM                        FREQUENCY                    PROCEDURES
INITIAL ADDITIONAL                     Monthly, bimonthly,          (small solid bullet) To set
$100    $100                           quarterly, or semi-annually  up for a new account,
                                                                    complete the appropriate
                                                                    section on the application.

                                                                    (small solid bullet) To set
                                                                    up for existing accounts,
                                                                    call your investment
                                                                    professional or call
                                                                    Fidelity at the appropriate
                                                                    number found in "General
                                                                    Information" for an
                                                                    application.

                                                                    (small solid bullet) To make
                                                                    changes, call your
                                                                    investment professional or
                                                                    call Fidelity at the
                                                                    appropriate number found in
                                                                    "General Information." Call
                                                                    at least 10 business days
                                                                    prior to your next scheduled
                                                                    investment date.

FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR INSTITUTIONAL CLASS
ACCOUNT TO YOU OR TO YOUR
BANK CHECKING ACCOUNT.

MINIMUM                       MAXIMUM  FREQUENCY                    PROCEDURES

$100                          $50,000  Monthly, quarterly, or       (small solid bullet) Accounts
                                       semi-annually                with a value of $10,000 or
                                                                    more in Institutional Class
                                                                    shares are eligible for this
                                                                    program.

                                                                    (small solid bullet) To set
                                                                    up, call your investment
                                                                    professional or call
                                                                    Fidelity at the appropriate
                                                                    number found in "General
                                                                    Information" for instructions.

                                                                    (small solid bullet) To make
                                                                    changes, call your
                                                                    investment professional or
                                                                    call Fidelity at the
                                                                    appropriate number found in
                                                                    "General Information." Call
                                                                    at least 10 business days
                                                                    prior to your next scheduled
                                                                    withdrawal date.

</TABLE>

OTHER FEATURES. The following other feature is    also     available
to buy and sell shares of the fund.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the wire feature before
using it. Complete the appropriate section on the application when
opening your account.

(small solid bullet) Call your investment professional or call
Fidelity at the appropriate number found in "General Information"
before your first use to verify that this feature is set up on your
account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) To add the wire feature or to change the bank
account designated to receive redemption proceeds at any time prior to
making a redemption request, you should send a letter of instruction,
including a signature guarantee, to your investment professional or to
Fidelity at the address found in "General Information."

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
the fund. Call Fidelity at 1-888-622-3175 if you need additional
copies of financial reports or prospectuses.

You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.

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.

If your ACCOUNT BALANCE falls below $1,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV on the day your account is closed.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund earns interest, dividends, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. The fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.

The fund normally declares dividends daily and pays them monthly. The
fund normally pays capital gain distributions in December and
February.

EARNING DIVIDENDS

Shares purchased by an automated purchase order begin to earn
dividends on the day your payment is received.

Shares purchased by all other purchase orders begin to earn dividends
on the first business day following the day your payment is received.

Shares earn dividends until, but not including, the next business day
following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Institutional Class's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional Institutional Class
shares of the fund. If you do not indicate a choice on your
application, you will be assigned this option.

2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional Institutional Class shares of
the fund. Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.

4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in Institutional Class shares of
another identically registered Fidelity Advisor fund or shares of
identically registered Fidelity funds. Your capital gain distributions
will be automatically invested in Institutional Class shares of
another identically registered Fidelity Advisor fund or shares of
identically registered Fidelity funds, automatically reinvested in
additional Institutional Class shares of the fund, or paid in cash.

Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, contact your investment
professional directly or call Fidelity.

If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES

As with any investment, your investment in the fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.

 TAXES ON DISTRIBUTIONS. Distributions you receive from the fund are
subject to federal income tax, and may also be subject to state or
local taxes.

For federal tax purposes, the fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income, while
the fund's distributions of long-term capital gains are taxable to you
generally as capital gains.

If a fund's distributions exceed its income and capital gains realized
in any year, which is sometimes the result of currency-related losses,
all or a portion of those distributions may be treated as a return of
capital to shareholders for tax purposes. A return of capital
generally will not be taxable to you but will reduce the cost basis of
your shares and result in a higher reported capital gain or a lower
reported capital loss when you sell your shares.

If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash or to invest
distributions automatically in Institutional Class shares of another
Fidelity Advisor fund or shares of Fidelity funds, you will receive
certain December distributions in January, but those distributions
will be taxable as if you received them on December 31.

TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in the fund generally is the
difference between the cost of your shares and the price you receive
when you sell them.

FUND SERVICES

FUND MANAGEMENT

Advisor Emerging Markets Income is a mutual fund, an investment that
pools shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for the fund. FMR
U.K. was organized in 1986 to provide investment research and advice
to FMR. Currently, FMR U.K. provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for the fund.

(small solid bullet) Fidelity Management & Research (Far East) Inc.
(FMR Far East) serves as a sub-adviser for the fund. FMR Far East was
organized in 1986 to provide investment research and advice to FMR.
Currently, FMR Far East provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for the fund.

(small solid bullet) Fidelity International Investment Advisors
(FIIA), in Pembroke, Bermuda, serves as a sub-adviser for the fund. As
of    September 28, 1999,     FIIA had approximately $3.6    billion
    in discretionary assets under management. Currently, FIIA provides
investment research and advice on issuers based outside the United
States and may also provide investment advisory services for the fund.

(small solid bullet) Fidelity International Investment Advisors (U.K.)
Limited (FIIA(U.K.)L), in London, England, serves as a sub-adviser for
the fund. As of    September 28, 1999,     FIIA(U.K.)L had
approximately $2.6    billion     in discretionary assets under
management. Currently, FIIA(U.K.)L provides investment research and
advice on issuers based outside the United States and may also provide
investment advisory services for the fund.

(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for the fund. As of    September
28, 1999,     FIJ had approximately $16.3    billion     in
discretionary assets under management. Currently, FIJ provides
investment research and advice on issuers based outside the United
States and may also provide investment advisory services for the fund.

   Beginning January 1, 2001, FMR Co., Inc. (FMRC) will serve as
sub-adviser for the fund. FMRC will be primarily responsible for
choosing investments for the fund. FMRC is a wholly owned subsidiary
of FMR.

John Carlson is vice president and manager of Advisor Emerging Markets
Income which he has managed since June 1995. He also manages other
Fidelity funds. Prior to joining Fidelity in 1995, Mr. Carlson was
executive director of emerging markets at Lehman Brothers
International from 1992 through 1995.

From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security, industry, or
market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily
represent the views of Fidelity or any other person in the Fidelity
organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.

The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is calculated by
adding a group fee rate to an individual fund fee rate, dividing by
twelve, and multiplying the result by the fund's average net assets
throughout the month.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was    0.1267    %. The
individual fund fee rate is 0.55%.

The total management fee for the fiscal year ended December 31, 1999,
was    0.68    % of the fund's average net assets.

FMR pays FMR U.K., FMR Far East, and FIIA for providing
   sub    -advisory services, and FIIA in turn pays FIIA(U.K.)L. FMR
or FMR Far East pays FIJ for providing sub-advisory services.

   FMR will pay FMRC for providing sub-advisory services.

FMR may, from time to time, agree to reimburse a class for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be discontinued by FMR at any time, can decrease a class's
expenses and boost its performance.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

FDC distributes Institutional Class's shares.

Institutional Class has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940 that
recognizes that FMR may use its management fee revenues, as well as
its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with providing services intended
to result in the sale of Institutional Class shares and/or shareholder
support services. FMR, directly or through FDC, may pay
intermediaries, such as banks, broker-dealers and other
service-providers, that provide those services. Currently, the Board
of Trustees has authorized such payments for Institutional Class.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Fidelity Advisor funds, provided
that the fund receives brokerage services and commission rates
comparable to those of other broker-dealers.

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
statement of additional information (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 FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the
fund to or to buy shares of the fund from any person to whom it is
unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
Institutional Class's financial history for the    past 5 years    .
Certain information reflects financial results for a single class
share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the class
(assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report, along with the fund's financial
highlights and financial statements, are included in the fund's annual
report. A free copy of the annual report is available upon request.

   SELECTED PER-SHARE DATA AND RATIOS

<TABLE>
<CAPTION>
<S>                              <C>       <C>        <C>       <C>       <C>

Years ended December 31,         1999      1998       1997      1996      1995 E

SELECTED PER-SHARE DATA

Net asset value, beginning of    $ 7.740   $ 11.060   $ 11.650  $ 9.280   $ 8.400
period

Income from Investment
Operations

 Net investment income            .837 D    .931 D     .860 D    .786 D    .393

 Net realized and unrealized      1.868     (3.229)    1.008     2.779     .876
gain (loss)

 Total from investment            2.705     (2.298)    1.868     3.565     1.269
operations

Less Distributions

 From net investment income       (.825)    (.846)     (.998)    (.785)    (.389)

 From net realized gain           -         -          (1.460)   (.410)    -

 Return of capital                -         (.176)     -         -         -

 Total distributions              (.825)    (1.022)    (2.458)   (1.195)   (.389)

Net asset value, end of period   $ 9.620   $ 7.740    $ 11.060  $ 11.650  $ 9.280

TOTAL RETURN B, C                 36.59%    (21.75)%   16.84%    40.21%    15.52%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period        $ 5,778   $ 1,434    $ 1,320   $ 2,639   $ 201
(000 omitted)

Ratio of expenses to average      1.14%     1.25% F    1.25% F   1.25% F   1.25% A,F
net assets

Ratio of expenses to average      1.13% G   1.24% G    1.23% G   1.25%     1.25% A
net assets  after expense
reductions

Ratio of net investment           9.83%     10.02%     6.85%     7.46%     9.09% A
income to average  net assets

Portfolio turnover rate           275%      514%       660%      410%      305%


</TABLE>

   A ANNUALIZED

   B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.

   C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

   D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.

   E FOR THE PERIOD JULY 3, 1995 (COMMENCEMENT OF SALE OF
INSTITUTIONAL CLASS SHARES) TO DECEMBER 31, 1995.

   F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

   G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS'
EXPENSES.

You can obtain additional information about the fund. The fund's SAI
includes more detailed information about the fund and its investments.
The SAI is incorporated herein by reference (legally forms a part of
the prospectus). The fund's annual and semi-annual reports include a
discussion of the fund's holdings and recent market conditions and the
fund's investment strategies that affected performance.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

The SAI, the fund's annual and semi-annual reports and other related
materials are available on the SEC's web site (http://www.sec.gov).
You can obtain copies of this information upon paying a duplicating
fee, by writing the Public Reference Section of the SEC, Washington,
D.C. 20549-6009. You can also review and copy information about the
fund, including the fund's SAI, at the SEC's Public Reference Room in
Washington, D.C. Call 1-800-SEC-0330 for information on the operation
of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-3855

Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity
Investments, and Directed Dividends are registered trademarks of FMR
Corp.

The third party marks appearing above are the marks of their
respective owners.

1.728611.101 EMII-pro-0200

   FIDELITY    (registered trademark)    ADVISOR STRATEGIC INCOME
FUND
   A FUND OF FIDELITY ADVISOR SERIES II
   FIDELITY ADVISOR EMERGING MARKETS INCOME FUND
   A FUND OF FIDELITY ADVISOR SERIES VIII
CLASS A, CLASS T, CLASS B, CLASS C, AND INSTITUTIONAL CLASS

STATEMENT OF ADDITIONAL INFORMATION

FEBRUARY    29, 2000

This statement of additional information (SAI) is not a prospectus.
Portions of    each     fund   's     annual reports are incorporated
herein. The annual reports are supplied with this SAI.

To obtain a free additional copy of a prospectus, dated February
   29, 2000    , or an annual report, please call Fidelity at
1-888-622-3175.

TABLE OF CONTENTS               PAGE

Investment Policies and         22
Limitations

Special Considerations          28
Regarding Canada

Special Considerations          30
Regarding Europe

Special Considerations          30
Regarding Japan

Special Considerations          31
Regarding Asia Pacific
Region (ex Japan)

Special Considerations          31
Regarding Latin America

Special Considerations          31
Regarding Russia

Special Considerations          32
Regarding Africa

Portfolio Transactions          32

Valuation                       34

Performance                     34

Additional Purchase, Exchange   60
and Redemption Information

Distributions and Taxes         63

Trustees and Officers           63

Control of Investment Advisers  66

Management Contracts            66

Distribution Services           70

Transfer and Service Agent      77
Agreements

Description of the Trusts       77

Financial Statements            78

Appendix                        78

For more information on any Fidelity fund, including charges and
expenses, call Fidelity at the number indicated above for a free
prospectus. Read it carefully before you invest or send money.

(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109

ACOM   12    -ptb-   0200
    1.   730177.100

        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 a fund's assets that may
be invested in any security or other asset, or sets forth a policy
regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of the fund's
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.

A 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 (the
1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval.

INVESTMENT LIMITATIONS OF ADVISOR STRATEGIC INCOME FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;

(2) 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 its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;

(3) underwrite securities issued by others except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933, in the disposition of restricted securities;

(4) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;

(5) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);

(6) 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); or

(7) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.

(8) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) In order to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended, the
fund currently intends to comply with certain diversification limits
imposed by Subchapter M.

(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.

(iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.

(iv) 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 (2)).

(v) The fund does not currently intend to purchase any security if, as
a result, more than 15% 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.

(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to
   15    % of the fund's net assets) to a registered investment
company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) 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.)

(vii) The fund does not currently intend to invest all of its assets
in the securities of a single open-end management investment company
with substantially the same fundamental investment objective,
policies, and limitations as the fund.

For purposes of limitation (i), Subchapter M generally requires the
fund to invest no more than 25% of its total assets in securities of
any one issuer and to invest at least 50% of its total assets so that
no more than 5% of the fund's total assets are invested in securities
of any one issuer. However, Subchapter M allows unlimited investments
in cash, cash items, government securities (as defined in Subchapter
M) and securities of other investment companies. These tax
requirements are generally applied at the end of each quarter of the
fund's taxable year.

With respect to limitation (v), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 15% of its net assets    were     invested in illiquid
securities, it would consider appropriate steps to protect liquidity.

For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 1.1.34.

INVESTMENT LIMITATIONS OF ADVISOR EMERGING MARKETS INCOME FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;

(2) 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 its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;

(3) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;

(4) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;

(5) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);

(6) 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); or

(7) lend any security or make any other loan if, as a result, more
than 33 1/3% of total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to
repurchase agreements.

(8) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) In order to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended, the
fund currently intends to comply with certain diversification limits
imposed by Subchapter M.

(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.

(iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.

(iv) 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 (2)).

(v) The fund does not currently intend to purchase any security if, as
a result, more than 15% 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.

(vi) The fund does not currently intend to lend assets other than
securities to other parties, except    by (a)     lending money (up to
   15    % of the fund's net assets) to a registered investment
company or portfolio for which FMR or an affiliate serves as
investment adviser        or (b) 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.)

(vii) The fund does not currently intend to invest all of its assets
in the securities of a single open-end management investment company
with substantially the same fundamental investment objective,
policies, and limitations as the fund.

For purposes of limitation (i), Subchapter M generally requires the
fund to invest no more than 25% of its total assets in securities of
any one issuer and to invest at least 50% of its total assets so that
no more than 5% of the fund's total assets are invested in securities
of any one issuer. However, Subchapter M allows unlimited investments
in cash, cash items, government securities (as defined in Subchapter
M) and securities of other investment companies. These tax
requirements are generally applied at the end of each quarter of the
fund's taxable year.

With respect to limitation (v), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 15% of its net assets    were     invested in illiquid
securities, it would consider appropriate steps to protect liquidity.

For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 1.1.35.

For purposes of normally investing at least 65% of the fund's total
assets in debt securities of issuers in emerging markets, FMR
interprets "total assets" to exclude collateral received for
securities lending transactions.

The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. FMR may not buy all of these instruments or use all of these
techniques unless it believes that doing so will help a fund achieve
its goal.

AFFILIATED BANK TRANSACTIONS. A 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 involve 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
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.

ASSET-BACKED SECURITIES represent interests in pools of
    mortgages, loans, receivables or other assets. Payment of interest
and repayment of principal may be largely dependent upon the cash
flows generated by the assets backing the securities and, in certain
cases, supported by letters of credit, surety bonds, or other credit
enhancements. Asset-backed security values may also be affected by
other factors including changes in interest rates, the availability of
information concerning the pool and its structure, the
creditworthiness of the servicing agent for the pool, the originator
of the loans or receivables, or the entities providing the credit
enhancement. In addition, these securities may be subject to
prepayment risk.

BORROWING. Each fund may borrow from banks or from other funds advised
by FMR or its affiliates, or through reverse repurchase agreements. If
a fund borrows money, its share price may be subject to greater
fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be
considered a form of leverage.

CASH MANAGEMENT. A fund can hold uninvested cash or can invest it in
cash equivalents such as money market securities, repurchase
agreements or shares of money market funds. Generally, these
securities offer less potential for gains than other types of
securities.

CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity, and diversification of their investments.

COMMON STOCK represents an equity or ownership interest in an issuer.
In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the
claims of those who own common stock.

CONVERTIBLE SECURITIES are bonds, debentures, notes, preferred stocks
or other securities that may be converted or exchanged (by the holder
or by the issuer) into shares of the underlying common stock (or cash
or securities of equivalent value) at a stated exchange ratio. A
convertible security may also be called for redemption or conversion
by the issuer after a particular date and under certain circumstances
(including a specified price) established upon issue. If a convertible
security held by a fund is called for redemption or conversion, the
fund could be required to tender it for redemption, convert it into
the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss
than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than
comparable non-convertible securities. Because of this higher yield,
convertible securities generally sell at prices above their
"conversion value," which is the current market value of the stock to
be received upon conversion. The difference between this conversion
value and the price of convertible securities will vary over time
depending on changes in the value of the underlying common stocks and
interest rates. When the underlying common stocks decline in value,
convertible securities will tend not to decline to the same extent
because of the interest or dividend payments and the repayment of
principal at maturity for certain types of convertible securities.
However, securities that are convertible other than at the option of
the holder generally do not limit the potential for loss to the same
extent as securities convertible at the option of the holder. When the
underlying common stocks rise in value, the value of convertible
securities may also be expected to increase. At the same time,
however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that
the value of convertible securities will generally not increase to the
same extent as the value of the underlying common stocks. Because
convertible securities may also be interest-rate sensitive, their
value may increase as interest rates fall and decrease as interest
rates rise. Convertible securities are also subject to credit risk,
and are often lower-quality securities.

COUNTRIES NOT CONSIDERED TO HAVE EMERGING MARKETS. As of December 31,
   1999    , the following countries are not considered to have
emerging markets: Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Ireland, Italy, Japan, the Netherlands, New
Zealand, Norway, Portugal, Spain, Sweden, Switzerland, the United
Kingdom, and the United States.

EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve significant risks in addition to the risks
inherent in U.S. investments.

Foreign investments involve risks relating to local political,
economic, regulatory, or social instability, military action or
unrest, or adverse diplomatic developments, and may be affected by
actions of foreign governments adverse to the interests of U.S.
investors. Such actions may include 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. Additionally, governmental
issuers of foreign debt securities may be unwilling to pay interest
and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that FMR will be able
to anticipate these potential events or counter their effects. In
addition, the value of securities denominated in foreign currencies
and of dividends and interest paid with respect to such securities
will fluctuate based on the relative strength of the U.S. dollar.

It is anticipated that in most cases the best available market for
foreign securities will be on an exchange or in over-the-counter (OTC)
markets located outside of the United States. Foreign stock markets,
while growing in volume and sophistication, are generally not as
developed as those in the United States, and securities of some
foreign issuers may be less liquid and more volatile than securities
of comparable U.S. issuers. Foreign security trading, settlement and
custodial practices (including those involving securities settlement
where fund assets may be released prior to receipt of payment) are
often less developed than those in U.S. markets, and may result in
increased risk or substantial delays in the event of a failed trade or
the insolvency of, or breach of duty by, a foreign broker-dealer,
securities depository or foreign subcustodian.        In addition, the
costs associated with foreign investments, including withholding
taxes, brokerage commissions and custodial costs, are generally higher
than with U.S. investments.

Foreign markets may offer less protection to investors than U.S.
markets. Foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and
standards of practice comparable to those applicable to U.S. issuers.
Adequate public information on foreign issuers may not be available,
and it may be difficult to secure dividends and information regarding
corporate actions on a timely basis. In general, there is less overall
governmental supervision and regulation of securities exchanges,
brokers, and listed companies than in the United States. OTC markets
tend to be less regulated than stock exchange markets and, in certain
countries, may be totally unregulated. Regulatory enforcement may be
influenced by economic or political concerns, and investors may have
difficulty enforcing their legal rights in foreign countries.

Some foreign securities impose restrictions on transfer within the
United States or to U.S. persons. Although securities subject to such
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.

American Depositary Receipts (ADRs) as well as other "hybrid" forms of
ADRs, including European Depositary Receipts (EDRs) and Global
Depositary Receipts (GDRs), are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by
depository banks and generally trade on an established market in the
United States or elsewhere. The underlying shares are held in trust by
a custodian bank or similar financial institution in the issuer's home
country. The depository bank may not have physical custody of the
underlying securities at all times and may charge fees for various
services, including forwarding dividends and interest and corporate
actions. ADRs are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies. However,
ADRs continue to be subject to many of the risks associated with
investing directly in foreign securities. These risks include foreign
exchange risk as well as the political and economic risks of the
underlying issuer's country.

The risks of foreign investing may be magnified for investments in
emerging markets. Security prices in emerging markets can be
significantly more volatile than those in more developed markets,
reflecting the greater uncertainties of investing in less established
markets and economies. In particular, countries with emerging markets
may have relatively unstable governments, may present the risks of
nationalization of businesses, restrictions on foreign ownership and
prohibitions on the repatriation of assets, and may have less
protection of property rights than more developed countries. The
economies of countries with emerging markets may be based on only a
few industries, may be highly vulnerable to changes in local or global
trade conditions, and may suffer from extreme and volatile debt
burdens or inflation rates. Local securities markets may trade a small
number of securities and may be unable to respond effectively to
increases in trading volume, potentially making prompt liquidation of
holdings difficult or impossible at times.

FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash) or forward basis (i.e., by
entering into forward contracts to purchase or sell foreign
currencies). Although foreign exchange dealers generally do not charge
a fee for such conversions, 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 at one rate, while offering a lesser rate of exchange should
the counterparty desire to resell that currency to the dealer. Forward
contracts are customized transactions that require a specific amount
of a currency to be delivered at a specific exchange rate on a
specific date or range of dates in the future. Forward contracts are
generally traded in an interbank market 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 following discussion summarizes the principal currency management
strategies involving forward contracts that could be used by a fund. A
fund may also use swap agreements, indexed securities, and options and
futures contracts relating to foreign currencies for the same
purposes.

A "settlement hedge" or "transaction hedge" is designed to protect a
fund against an adverse change in foreign currency values between the
date a security is purchased or sold and the date on which payment is
made or received. Entering into a forward contract for the purchase or
sale of the amount of foreign currency involved in an underlying
security transaction for a fixed amount of U.S. dollars "locks in" the
U.S. dollar price of the security. Forward contracts to purchase or
sell a foreign currency may also be used by a fund 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.

A fund may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. For
example, if a 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. A fund could also hedge the position by selling another
currency expected to perform similarly to the pound sterling. 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 direct 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.

A 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. 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 a 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 a fund to assume the risk of
fluctuations in the value of the currency it purchases.

Successful use of currency management strategies will depend on FMR's
skill in analyzing currency values. Currency management strategies may
substantially change a fund's investment exposure to changes in
currency exchange rates and could result in losses to a fund if
currencies do not perform as FMR anticipates. For example, if a
currency's value rose at a time when FMR had hedged a fund by selling
that currency in exchange for dollars, a fund would not participate in
the currency's appreciation. If FMR hedges currency exposure through
proxy hedges, a fund could realize currency losses from both the hedge
and the security position if the two currencies do not move in tandem.
Similarly, if FMR increases a fund's exposure to a foreign currency
and that currency's value declines, a fund will realize a loss. There
is no assurance that FMR's use of currency management strategies will
be advantageous to a fund or that it will hedge at appropriate times.

FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements involve
an agreement to purchase a foreign security and to sell that security
back to    the     original seller at an agreed-upon price in either
U.S. dollars or foreign currency. Unlike typical U.S. repurchase
agreements, foreign repurchase agreements may not be fully
collateralized at all times. The value of a security purchased by a
fund may be more or less than the price at which the counterparty has
agreed to repurchase the security. In the event of default by the
counterparty, the fund may suffer a loss if the value of the security
purchased is less than the agreed-upon repurchase price, or if the
fund is unable to successfully assert a claim to the collateral under
foreign laws. As a result, foreign repurchase agreements may involve
higher credit risks than repurchase agreements in U.S. markets, as
well as risks associated with currency fluctuations. In addition, as
with other emerging market investments, repurchase agreements with
counterparties located in emerging markets or relating to emerging
markets may involve issuers or counterparties with lower credit
ratings than typical U.S. repurchase agreements.

FUNDS' RIGHTS AS SHAREHOLDERS. The funds do not intend to direct or
administer the day-to-day operations of any company. A 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 in which a fund may engage, 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 a 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 a 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 a fund and the risk of actual liability if a fund
is involved in litigation. No guarantee can be made, however, that
litigation against a fund will not be undertaken or liabilities
incurred.

FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options: Combined Positions, Correlation of Price Changes, Futures
Contracts, Futures Margin Payments, Limitations on Futures and Options
Transactions, Liquidity of Options and Futures Contracts, Options and
Futures Relating to Foreign Currencies, OTC Options, Purchasing Put
and Call Options, and Writing Put and Call Options.

COMBINED POSITIONS involve purchasing and writing 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, purchasing a put option and writing a
call option on the same underlying instrument would 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, 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 a fund's
current or anticipated investments exactly. A fund may invest in
options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in
which the fund 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 a
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. A 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 a 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.

FUTURES CONTRACTS. In purchasing a futures contract, the buyer agrees
to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a
specified underlying instrument at a specified future date. The price
at which the purchase and sale will take place is fixed when the buyer
and seller enter into the contract. 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 a fund's exposure
to positive and negative price fluctuations in the underlying
instrument, much as if it had purchased the underlying instrument
directly. When a 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 a
fund's investment limitations. In the event of the bankruptcy of an
FCM that holds margin on behalf of a 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.

1.LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each 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. The funds intend to comply with Rule
4.5 under the Commodity Exchange Act, which limits the extent to which
the funds can commit assets to initial margin deposits and option
premiums.

In addition, each 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 funds' investments in futures contracts
and options, and the funds' policies regarding futures contracts and
options discussed elsewhe   re in this SAI may     be changed as
regulatory agencies permit.

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 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 a fund to continue to hold a position until delivery or
expiration regardless of changes in its value. As a result, a fund's
access to other assets held to cover its options or futures positions
could also be impaired.

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. A fund may purchase and sell currency futures and may purchase
and write currency options to increase or decrease its exposure to
different foreign currencies. Currency options may also be purchased
or written 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 a fund's investments. A currency hedge, for
example, should protect a Yen-denominated security from a decline in
the Yen, but will not protect a fund against a price decline resulting
from deterioration in the issuer's creditworthiness. Because the value
of a 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.

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        OTC 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 purchaser or writer 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.

PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the
purchaser 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 purchaser 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 purchaser may terminate
its position in a put option by allowing it to expire or by exercising
the option. If the option is allowed to expire, the purchaser will
lose the entire premium. If the option is exercised, the purchaser
completes the sale of the underlying instrument at the strike price. A
purchaser 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, 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. The writer of a put or call option takes
the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the writer 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. The writer may seek
to terminate a position in a put option 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, however, the writer
must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes. When writing an option on
a futures contract, a fund will be required to make margin payments to
an FCM as described above for futures contracts.

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 writer 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.

ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. Under the supervision of the Board of Trustees,
FMR determines the liquidity of a fund's investments and, through
reports from FMR, the Board monitors investments in illiquid
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
market, and (4) the nature of the security and the market in which it
trades (including any demand, put or tender features, the mechanics
and other requirements for transfer, any letters of credit or other
credit enhancement features, any ratings, the number of holders, the
method of soliciting offers, the time required to dispose of the
security, and the ability to assign or offset the rights and
obligations of the security).

INDEXED SECURITIES are instruments whose prices are indexed to the
prices of other securities, securities indices, currencies, 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.

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. 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 United States and abroad. Indexed securities may be more
volatile than the underlying instruments. Indexed securities are also
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.

INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and borrow money
from, other funds advised by FMR or its affiliates.    A fund will
lend through the program only when the returns are higher than those
available from an investment in repurchase agreements, and will borrow
through the program only when the costs are equal to or lower than the
cost of bank loans.     Interfund loans and borrowings normally extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. A 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.

INVESTMENT-GRADE DEBT SECURITIES. Investment-grade debt securities are
medium and high-quality securities. Some may possess speculative
characteristics and may be more sensitive to economic changes and to
changes in the financial conditions of issuers. A debt security is
considered to be investment-grade if it is rated investment-grade by
Moody's Investors Service, Standard & Poor's, Duff & Phelps Credit
Rating Co., or Fitch IBCA Inc., or is unrated but considered to be of
equivalent quality by FMR.

       ISSUER LOCATION   . FMR determines where an issuer is located
by looking at such factors as the issuer's country of organization,
the primary trading market for the issuer's securities, and the
location of the issuer's assets, personnel, sales, and earnings. The
issuer of a security is considered to be located in a particular
country if (1) the security is issued or guaranteed by the government
of the country or any of its agencies, political subdivisions, or
instrumentalities; (2) the security has its primary trading market in
that country; or (3) the issuer is organized under the laws of that
country, derives at least 50% of its revenues or profits from goods
sold, investments made, or services performed in the country, or has
at least 50% of its assets located in the country.

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
involve a risk of loss in case of default or insolvency of the
borrower and may offer less legal protection to the purchaser in the
event of fraud or misrepresentation, or there may be a requirement
that a fund supply additional cash to a borrower on demand.

Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of
interest and repayment of principal. If scheduled interest or
principal payments are not made, the value of the instrument may be
adversely affected. Loans that are fully secured provide more
protections than an unsecured loan in the event of failure to make
scheduled interest or principal payments. 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. For example, if a loan is foreclosed, the purchaser 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, a purchaser 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.

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 purchaser has direct recourse
against the borrower, the purchaser 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 a purchaser were determined to be
subject to the claims of the agent's general creditors, the purchaser
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 may include letters of credit, revolving credit
facilities, or other standby financing commitments that obligate
purchasers to make additional cash payments on demand. These
commitments may have the effect of requiring a purchaser 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.

Each fund limits the amount of total assets that it will invest in any
one issuer or in issuers within the same industry (see each fund's
investment limitations). For purposes of these limitations, a 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 a fund
and the borrower, if the participation does not shift to the fund the
direct debtor-creditor relationship with the borrower, SEC
interpretations require a 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 a 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. Lower-quality debt securities have poor
protection with respect to the payment of interest and repayment of
principal, 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-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.

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. Adverse
publicity and changing investor perceptions may affect the liquidity
of lower-quality debt securities and the ability of outside pricing
services to value lower-quality debt securities.

Because 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. 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.

A 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.

MORTGAGE SECURITIES are issued by government and non-government
entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage
or pool of mortgages or a direct interest in an underlying pool of
mortgages. Some mortgage securities, such as collateralized mortgage
obligations (or "CMOs"), make payments of both principal and interest
at a range of specified intervals; others make semiannual interest
payments at a predetermined rate and repay principal at maturity (like
a typical bond). Mortgage securities are based on different types of
mortgages, including those on commercial real estate or residential
properties. Stripped mortgage securities are created when the interest
and principal components of a mortgage security are separated and sold
as individual securities. In the case of a stripped mortgage security,
the holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage, while the holder
of the "interest-only" security (IO) receives interest payments from
the same underlying mortgage.

Fannie Maes and Freddie Macs are pass-through securities issued by
Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie Mac,
which guarantee payment of interest and repayment of principal on
Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as
governmental instrumentalities under authority granted by Congress.
Fannie Mae is authorized to borrow from the U.S. Treasury to meet its
obligations. Fannie Maes and Freddie Macs are not backed by the full
faith and credit of the U.S. Government.

The value of mortgage securities may change due to shifts in the
market's perception of issuers and changes in interest rates. In
addition, regulatory or tax changes may adversely affect the mortgage
securities market as a whole. Non-government mortgage securities may
offer higher yields than those issued by government entities, but also
may be subject to greater price changes than government issues.
Mortgage securities are subject to prepayment risk, which is the risk
that early principal payments made on the underlying mortgages,
usually in response to a reduction in interest rates, will result in
the return of principal to the investor, causing it to be invested
subsequently at a lower current interest rate. Alternatively, in a
rising interest rate environment, mortgage security values may be
adversely affected when prepayments on underlying mortgages do not
occur as anticipated, resulting in the extension of the security's
effective maturity and the related increase in interest rate
sensitivity of a longer-term instrument. The prices of stripped
mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.

To earn additional income for a fund, FMR may use a trading strategy
that involves selling mortgage securities and simultaneously agreeing
to purchase similar securities on a later date at a set price. This
trading strategy may result in an increased portfolio turnover rate
which increases costs and may increase taxable gains.

PREFERRED STOCK    represents an     equity or ownership
   interest     in an issuer that pays dividends at a specified rate
and that has precedence over common stock in the payment of dividends.
In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds take precedence over the claims of those who
own preferred and common stock.

REAL ESTATE INVESTMENT TRUSTS. Equity real estate investment trusts
own real estate properties, while mortgage real estate investment
trusts make construction, development, and long-term mortgage loans.
Their value may be affected by changes in the value of the underlying
property of the trusts, the creditworthiness of the issuer, property
taxes, interest rates, and tax and regulatory requirements, such as
those relating to the environment. Both types of trusts are dependent
upon management skill, are not diversified, and are subject to heavy
cash flow dependency, defaults by borrowers, self-liquidation, and the
possibility of failing to qualify for tax-free status of income under
the Internal Revenue Code and failing to maintain exemption from the
1940 Act.

REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate
or maturity of the purchased security. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The funds will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR.

RESTRICTED SECURITIES are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to
a fund. 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 holder of a registered security
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 holder might obtain a less
favorable price than prevailed when it decided to seek registration of
the security.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of fund assets and a fund's
yield and may be viewed as a form of leverage.

SECURITIES OF OTHER INVESTMENT COMPANIES, including shares of
closed-end investment companies, unit investment trusts, and open-end
investment companies, represent interests in professionally managed
portfolios that may invest in any type of instrument. Investing in
other investment companies involves substantially the same risks as
investing directly in the underlying instruments, but may involve
additional expenses at the investment company-level, such as portfolio
management fees and operating expenses. Certain types of investment
companies, such as closed-end investment companies, issue a fixed
number of shares that trade on a stock exchange or over-the-counter at
a premium or a discount to their    net asset value     (NAV). Others
are continuously offered at    NAV    , but may also be traded in the
secondary market.

The extent to which a fund can invest in securities of other
investment companies is limited by federal securities laws.

SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or other institutions, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.

Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, earn additional income.    The borrower
provides the fund with collateral in an amount at least equal to the
value of the securities loaned. The fund maintains the ability to
obtain the right to vote or consent on proxy proposals involving
material events affecting securities loaned. If the borrower defaults
on its obligation to return the securities loaned because of
insolvency or other reasons, a fund could experience delays and costs
in recovering the securities loaned or in gaining access to the
collateral. These delays and costs could be greater for foreign
securities. If a fund is not able to recover the securities loaned, a
fund may sell the collateral and purchase a replacement investment in
the market. The value of the collateral could decrease below the value
of the replacement investment by the time the replacement investment
is purchased.     Loans will be made only to parties deemed by FMR to
be in good standing    and when    , in FMR's judgment, the
   income     earned        would justify the risks   .

Cash received    as collateral     through loan transactions may be
invested in other eligible securities. Investing this cash subjects
that investment, as well as the securities loaned, to market
   appreciation or depreciation    .

SHORT SALES. Stocks underlying a fund's convertible security holdings
can be sold short. For example, if FMR anticipates a decline in the
price of the stock underlying a convertible security held by a fund,
it may sell the stock short. If the stock price subsequently declines,
the proceeds of the short sale could be expected to offset all or a
portion of the effect of the stock's decline on the value of the
convertible security. Each fund currently intends to hedge no more
than 15% of its total assets with short sales on equity securities
underlying its convertible security holdings under normal
circumstances.

A fund will be required to set aside securities equivalent in kind and
amount to those sold short (or securities convertible or exchangeable
into such securities) and will be required to hold them aside while
the short sale is outstanding. A fund will incur transaction costs,
including interest expenses, in connection with opening, maintaining,
and closing short sales.

SOURCES OF LIQUIDITY OR CREDIT SUPPORT. Issuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. FMR may rely on its evaluation of the credit    of
the     liquidity    or credit     enhancement provider in determining
whether to purchase a security supported by such enhancement. In
evaluating the credit of a foreign bank or other foreign entities, FMR
will consider whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable
political or economic developments, currency controls, or other
government restrictions that might affect its ability to honor its
commitment. Changes in the credit quality of the entity providing the
enhancement could affect the value of the security or a fund's share
price.

SOVEREIGN DEBT OBLIGATIONS are issued or guaranteed by foreign
governments or their agencies, including debt of Latin American
nations or other developing countries. Sovereign debt may be in the
form of conventional securities or other types of debt instruments
such as loans or loan participations. Sovereign debt of developing
countries may involve a high degree of risk, and may be in default or
present the risk of default. Governmental entities responsible for
repayment of the debt may be unable or unwilling to repay principal
and pay interest when due, and may require renegotiation or
rescheduling of debt payments. In addition, prospects for repayment of
principal and payment of interest may depend on political as well as
economic factors. Although some sovereign debt, such as Brady Bonds,
is collateralized by U.S. Government securities, repayment of
principal and payment of interest is not guaranteed by the U.S.
Government.

STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other debt securities, although stripped
securities may be more volatile, and the value of certain types of
stripped securities may move in the same direction as interest rates.
U.S. Treasury securities that have been stripped by a Federal Reserve
Bank are obligations issued by the U.S. Treasury.

Privately stripped government securities are created when a dealer
deposits a U.S. Treasury security or other U.S. Government security
with a custodian for safekeeping. The custodian issues separate
receipts for the coupon payments and the principal payment, which the
dealer then sells.

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 a fund's exposure to long- or short-term interest
rates (in the United States 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.

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 right 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 a 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 a 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 a 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.
A fund may be able to eliminate its exposure under a swap agreement
either by assignment or other disposition, or by entering into an
offsetting swap agreement with the same party or a similarly
creditworthy party.

TEMPORARY DEFENSIVE POLICIES.    Advisor Strategic Income reserves the
right to invest without limitation in investment-grade securities for
temporary, defensive purposes.

   Advisor Emerging Markets Income reserves the right to invest
without limitation in U.S. securities for temporary, defensive
purposes.

VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate. Some
variable or floating rate securities are structured with put features
that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial
intermediaries.

WARRANTS. Warrants are instruments which entitle the holder to buy an
equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a
warrant may be more volatile than the price of its underlying
security, and a warrant may offer greater potential for capital
appreciation as well as capital loss.

Warrants do not entitle a holder to dividends or voting rights with
respect to the underlying security and do not represent any rights in
the assets of the issuing company. A warrant ceases to have value if
it is not exercised prior to its expiration date. These factors can
make warrants more speculative than other types of investments.

WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS involve a
commitment to purchase or sell specific securities at a predetermined
price or yield in which payment and delivery take place after the
customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.

When purchasing securities pursuant to one of these transactions, the
purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, the fund does not
participate in further gains or losses with respect to the security.
If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a fund could miss a favorable price or
yield opportunity or suffer a loss.

A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.

ZERO COUPON BONDS do not make interest payments; instead, they are
sold at a 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 more volatile than other types of
fixed-income securities when interest rates change. In calculating a
fund's dividend, a portion of the difference between a zero coupon
bond's purchase price and its face value is considered income.

SPECIAL CONSIDERATIONS REGARDING CANADA

POLITICAL. Canada's parliamentary system of government is, in general,
stable. However, from time to time, some provinces, but particularly
Quebec, have called for a revamping of the legal and financial
relationship between the federal government in Ottawa and the
provinces. To date, referendums on Quebec sovereignty have been
defeated, but the issue remains unresolved. The Supreme Court of
Canada decided in August 1998 that if there was a "clear answer" to a
"clear question" in a referendum, then the federal government would be
obliged to negotiate with Quebec.

ECONOMIC. Canada is a major producer of commodities such as forest
products, metals, agricultural products, and energy related products
like oil, gas, and hydroelectricity. Accordingly, changes in the
supply and demand of industrial and basic materials, both domestically
and internationally, can have a significant effect on Canadian market
performance.

   In addition, Canada relies considerably on the health of the United
States' economy, its biggest trading partner and largest foreign
investor.     The expanding economic and financial integration of the
United States and Canada will likely make the Canadian economy and
securities market increasingly sensitive to U.S. economic and market
events.

CURRENCY.    For U.S. investors, investing in any foreign currency
entails an additional risk that is not faced when investing in the
domestic market.     Since Canada let its currency float in 1970, its
value has been in a steady decline against    the U.S. dollar    .
While the decline has    helped     Canada stay competitive    in
export markets, U.S.     investors have seen their investment returns
eroded by the impact of currency conversion.

SPECIAL CONSIDERATIONS REGARDING EUROPE

On January 1, 1999, eleven of the fifteen member countries of the
European Union (EU) fixed their currencies irrevocably to the euro,
the new unit of currency of the European Economic and Monetary Union
(EMU). At that time each member's currency was converted at a fixed
rate to the euro. Initially, use of the euro will be confined mainly
to the wholesale financial markets, while its widespread use in the
retail sector will follow the circulation of euro banknotes and coins
on January 1, 2002. At that time, the national banknotes and coins of
participating member countries will cease to be legal tender. In
addition to adopting a single currency, member countries will no
longer control their own monetary policies. Instead, the authority to
direct monetary policy will be exercised by the new European Central
Bank.

While economic and monetary convergence in the EU may offer new
opportunities for those investing in the region, investors should be
aware that the success of the union is not wholly assured. Europe must
grapple with a number of challenges, any one of which could threaten
the survival of this monumental undertaking. Eleven disparate
economies must adjust to a unified monetary system, the absence of
exchange rate flexibility, and the loss of economic sovereignty. The
Continent's economies are diverse, its governments decentralized, and
its cultures differ widely. Unemployment is historically high and
could pose political risk. One or more member countries might exit the
union, placing the currency and banking system in jeopardy.

POLITICAL. For those countries in Western and Eastern Europe that were
not included in the first round of the EU implementation, the
prospects for eventual membership serve as a strong political impetus
for many governments to employ tight fiscal and monetary policies.
Particularly for the Eastern European countries, aspirations to join
the EU are likely to push governments to act decisively.

At the same time, there could become an increasingly widening gap
between rich and poor within the aspiring countries, those countries
who are close to meeting membership criteria, and those who are not
likely to join the EMU. Realigning traditional alliances could alter
trading relationships and potentially provoke divisive socioeconomic
splits. Despite relative calm in Western Europe in recent years, the
risk of regional conflict or targeted terrorist activity could disrupt
European markets.

In the transition to the single economic system, significant political
decisions will be made which will effect the market regulation,
subsidization, and privatization across all industries, from
agricultural products to telecommunications.

ECONOMIC. As economic conditions across member states vary from robust
to dismal, there is continued concern about national-level support for
the currency and the accompanying coordination of fiscal and wage
policy among the eleven EMU member nations. According to the Maastrich
treaty, member countries must maintain inflation below 3.3%, public
debt below 60% of GDP, and a deficit of 3% or less of GDP to qualify
for participation in the euro. These requirements severely limit
member countries' ability to implement monetary policy to address
regional economic conditions. Countries that did not qualify for the
euro, such as Greece, risk being left farther behind.

FOREIGN TRADE. The EU has recently been involved in a number of trade
disputes with major trading partners, including the United States.
Tariffs and embargoes have been levied upon imports of agricultural
products and meat that have resulted in the affected nation levying
retaliatory tariffs upon imports from Europe. These disputes can
adversely affect the valuations of the European companies that export
the targeted products.

CURRENCY. For U.S. investors, investing in any foreign currency
entails an additional risk that is not faced when investing in the
domestic market. However, investing in euro-denominated securities
entails risk of being exposed to a new currency that may not fully
reflect the strengths and weaknesses of the disparate economies that
make up the Union. This has been the case in the first six months of
1999, when the initial exchange rates of the euro versus many of the
world's major currencies steadily declined. In this environment, U.S.
and other foreign investors experienced erosion of their investment
returns in the region. In addition, many European countries rely
heavily upon export dependent businesses and any strength in the
exchange rate between the euro and the dollar can have either a
positive or a negative effect upon corporate profits.

GERMANY. The German economy is heavily industrialized, with a strong
emphasis on manufacturing and exports. Therefore, Germany's economic
growth is heavily dependent on the prosperity of its trading partners
and on currency exchange rates. Germany is closely tied to a number of
Eastern European emerging market economies and weakness in these
economies will likely dampen demand for German exports. Germany
continues to struggle with its incorporation of former East Germany
and the country as a whole faces high labor costs and high
unemployment.

FRANCE. In recent years, the country's economic growth has been    hit
    by a series of general strikes.    France's strong labor unions
reacted negatively to government cuts driven by the country's effort
to meet EMU membership criteria. Recently, unions have demanded a
lower retirement age and a shorter work week. Economic growth also is
limited by the country's     pay-as-you-go pension    system;
    spending on pensions account   s     for about    10%     of GDP.

NORDIC COUNTRIES. Faced with stronger global competition, the Nordic
countries - Norway, Finland, Denmark, and Sweden - have had to scale
down their historically generous welfare programs, resulting in drops
in domestic demand and increased unemployment. Major industries in the
region, such as forestry, agriculture, and oil, are heavily resource
dependent and face pressure as a result of high labor costs. Pension
reform, union regulation, and further cuts in liberal social programs
will likely need to be addressed as the Nordic countries face
increased international competition.

UNITED KINGDOM. The United Kingdom continues to be overtly less
enthusiastic about EMU than other countries in Europe and has not
committed itself to joining the euro. While the UK views independence
from the EMU as a competitive advantage, the country may not benefit
from its independence if economic conditions on the continent improve.
If the continental European stock markets make more compelling
prospects for economic growth, there is concern that the UK market may
lag its European counterparts.

EASTERN EUROPE. Investing in the securities of Eastern European
issuers is highly speculative and involves risks not usually
associated with investing in the more developed markets of Western
Europe.

The economies of the Eastern European nations are embarking on the
transition from communism at different paces with appropriately
different characteristics. Most Eastern European markets suffer from
thin trading activity, dubious investor protections, and often, a
dearth of reliable corporate information. Information and transaction
costs, differential taxes, and sometimes political or transfer risk
give a comparative advantage to the domestic investor rather than the
foreign investor. In addition, these markets are particularly
sensitive to political, economic, and currency events in Russia and
have recently suffered heavy losses as a result of their trading and
investment links to the troubled Russian economy and currency.

SPECIAL CONSIDERATIONS REGARDING JAPAN

Fueled by public investment, protectionist trade policies, and
innovative management styles, the Japanese economy has transformed
itself since World War II into the world's second largest economy.
Despite its impressive history, investors face special risks when
investing in Japan.

ECONOMIC. Since Japan's bubble economy collapsed eight years ago, the
nation has drifted between modest growth and recession. By mid-year
1998, the world's second largest economy had slipped into its deepest
recession since World War II. Much of the blame can be placed on
government inaction in implementing long-neglected structural reforms
despite strong and persistent prodding from the International Monetary
Fund and the G7 member nations. Steps have been taken to deregulate
and liberalize protected areas of the economy, but the pace of change
has been disappointedly slow.

The most pressing need for action is the daunting task of overhauling
the nation's financial institutions and securing public support for
taxpayer-funded bailouts. Banks, in particular, must dispose of their
huge overhang of bad loans and trim their balance sheets in
preparation for greater competition from foreign institutions as more
areas of the financial sector are opened. Successful financial sector
reform would allow Japan's financial institutions to act as a catalyst
for economic recovery at home and across the troubled Asian region.

FOREIGN TRADE. Much of Japan's economy is dependent upon international
trade. The country is a leading exporter of automobiles and industrial
machinery as well as industrial and consumer electronics. While the
United States is Japan's largest single trading partner, close to half
of Japan's trade is conducted with developing nations, almost all of
which are in Southeast Asia. For the past two years, Southeast Asia's
economies have been mired in economic stagnation causing a steep
decline in Japan's exports to the area. Much of Japan's hopes for
economic recovery and renewed export growth is largely dependent upon
the pace of economic recovery in Southeast Asia.

NATURAL RESOURCE DEPENDENCY. An island nation with limited natural
resources, Japan is also heavily dependent upon imports of essential
products such as oil, forest products, and industrial metals.
Accordingly, Japan's industrial sector and domestic economy are highly
sensitive to fluctuations in international commodity prices. In
addition, many of these commodities are traded in U.S. dollars and any
strength in the exchange rate between the yen and the dollar can have
either a positive or a negative effect upon corporate profits.

NATURAL DISASTERS. The Japanese islands have been subjected to
periodic natural disasters including earthquakes, monsoons, and tidal
waves. These events have often inflicted substantial economic
disruption upon the nation's populace and industries.

SPECIAL CONSIDERATIONS REGARDING ASIA    PACIFIC REGION (EX JAPAN)

Many countries in the region have historically faced political
uncertainty, corruption, military intervention, and social unrest.
Examples include the ethnic, sectarian, and separatist violence found
in Indonesia, and the nuclear arms threats between India and Pakistan.
To the extent that such events continue in the future, they can be
expected to have a negative effect on economic and securities market
conditions in the region.

ECONOMIC. The economic health of the region depends, in great part, on
each country's respective ability to carry out fiscal and monetary
reforms and its ability to address the International Monetary Fund's
mandated benchmarks. The majority of the countries in the region can
be characterized as either developing or newly industrialized
economies, which tend to experience more volatile economic cycles than
developed countries. In addition, a number of countries in the region
have historically faced hyperinflation, a deterrent to productivity
and economic growth.

CURRENCY. For U.S. investors, investing in any currency entails an
additional risk that is not faced when investing in the domestic
market. Some countries in the region may impose restrictions on
converting local currency, effectively preventing foreigners from
selling assets and repatriating funds. While flexible exchange rates
through most of the region should allow greater control of domestic
liquidity conditions, the region's currencies generally face
above-average volatility with potentially negative implications for
economic and security market conditions.

NATURAL DISASTERS. The Asia Pacific region has been subjected to
periodic natural disasters such as earthquakes, monsoons, and tidal
waves. These events have often inflicted substantial eco   nomic
disruption upon the populace and industry of the countries in that
region.

CHINA AND HONG KONG. As with all transition economies, China's ability
to develop and sustain a credible legal, regulatory, monetary, and
socioeconomic system could influence the course of outside investment.
Hong Kong is closely tied to China, economically and through China's
1997 acquisition of the country as a Special Autonomous Region (SAR).
Hong Kong's success depends, in large part, on its ability to retain
the legal, financial and monetary systems that allow economic freedom
and market expansion.

SPECIAL CONSIDERATIONS REGARDING LATIN AMERICA

As an emerging market, Latin America has long suffered from political,
economic, and social instability. For investors, this has meant
additional risk caused by periods of regional conflict, political
corruption, totalitarianism, protectionist measures, nationalization,
hyperinflation, debt crises, and currency devaluation. However, much
has changed in the past decade. Democracy is beginning to become well
established in some countries. A move to a more mature and accountable
political environment is well under way. Domestic economies have been
deregulated and have enjoyed sound levels of growth. Privatization of
state-owned companies is almost completed. Foreign trade restrictions
have been relaxed. Large fiscal deficits have been reduced and
inflation controlled. Nonetheless, the volatile stock markets of 1998
have clearly demonstrated that investors in the region continue to
face a number of potential risks.

POLITICAL. While investors recently have benefited from friendlier
forms of government, the Latin American political climate is still
vulnerable to sudden changes. Many countries in the region have been
in recession and have faced high unemployment. Corruption remains part
of the political landscape. This could lead to social unrest and
changes in governments that are less favorable to investors. The
investor friendly trends of social, economic, and market reforms seen
over the past several years could be reversed. Also, as has
historically been the case, the stock markets may be subject to
increased volatility as some countries approach elections: Argentina,
Chile, Mexico, and Peru.

SOCIAL UNREST. Latin America continues to suffer from one of the most
inequitable distributions of wealth in the world, as well as rampant
delinquency and street crime. The recent reforms and the move to
democracy, which were initially welcomed by the population, so far
have failed to significantly improve the living conditions of the
majority of people. This could lead to social unrest, occasional labor
strikes, rebellion, or civil war.

ECONOMIC. Many countries in the region have experienced periods of
hyperinflation which adversely impacted and may continue to impact
their economies and local stock markets. Despite signs that inflation
has been tamed, the risk of hyperinflation persists.

FOREIGN TRADE. One key to the recent economic growth in the region has
been the reduction of trade barriers and a series of free-trade
agreements. These are currently under pressure given the recent
macro-economic imbalances between many trading partners. One example
would be Mercosur, which includes Argentina, Brazil, Uruguay, and
Paraguay. As long as the economies perform well and the regimes
maintain similar economic and currency policies, all will benefit from
this agreement. However, the recent devaluation of Brazil's currency,
combined with recessions in the region, has created tension between
the largest trading partners, Brazil and Argentina. This could
threaten the pace of vital trade integration and regional economic
stability.

CURRENCY. For U.S. investors, investing in any foreign market entails
the risk of currency fluctuations; any weakness in the local currency
could erode the investment returns to U.S. investors upon currency
conversion. As is typical of emerging markets, Latin America has a
long history of currency devaluation, evidenced by the Mexican peso
crisis and the more recent Brazilian devaluation. The region remains
exposed to currency speculators, particularly if the economic or
political conditions worsen. Countries where the currency is
artificially pegged to the dollar are most at risk. For example,
predatory speculation may shift to Argentina if the cost of
maintaining the currency board reaches an unsustainable level given
the negative impact of the Brazilian devaluation, the economic
recession, the deterioration of the foreign trade balances, and the
mounting fiscal deficit.

SOVEREIGN DEBT. Although austerity programs in many countries have
significantly reduced fiscal deficits, the region is still facing
significant debt. Interest on the debt is subject to market conditions
and may reach levels that would impair economic activity and create a
difficult and costly environment for borrowers. In addition,
governments may be forced to reschedule or freeze their debt
repayment, which could negatively impact the stock market.

NATURAL RESOURCES DEPENDENCY. Commodities such as agricultural
products, minerals, and metals account for a significant percentage of
exports of many Latin American countries. As a result, these economies
have been particularly sensitive to the fluctuation of commodity
prices. As an example, Chile has been affected by the change in the
prices of copper and pulp, which has adversely affected its economy
and stock market. Similarly, because the U.S. is Mexico's largest
trading partner - accounting for more than four-fifths of its exports
- - any economic downturn in the U.S. economy could adversely impact the
Mexican economy and stock market.

NATURAL DISASTERS. The region has been subjected to periodic natural
disasters, such as earthquakes and floods. These events have often
inflicted substantial damage upon the populations and the economy.
More recently, weather disorders attributed to the "El Nino" effect
have placed a serious drag on the economy of some countries, such as
Peru and Ecuador.

FINANCIAL REPORTING STANDARDS. As is typical of many emerging markets,
many companies in the region are still controlled by families and
their associates. Accordingly, these owners may not always act in the
best interests of public shareholders. In addition, rules for
disclosing financial information are less stringent, which increases
the difficulty of accessing reliable and viable information.

SPECIAL CONSIDERATIONS REGARDING    RUSSIA

Investing in Russian securities is highly speculative and involves
greater risks than generally encountered when investing in the
securities markets of the U.S. and most other developed countries.
Over the past century, Russia has experienced political and economic
turbulence and has endured decades of communist rule under which tens
of millions of its citizens were collectivized into state agricultural
and industrial enterprises. For most of the past decade, Russia's
government has been faced with the daunting task of stabilizing its
domestic economy, while transforming it into a modern and efficient
structure able to compete in international markets and respond to the
needs of its citizens. However, to date, many of the country's
economic reform initiatives have floundered as the proceeds of IMF and
other economic assistance have been squandered or stolen. In this
environment, there is always the risk that the nation's government
will abandon the current program of economic reform and replace it
with radically different political and economic policies that would be
detrimental to the interests of foreign investors. This could entail a
return to a centrally planned economy and nationalization of private
enterprises similar to what existed under the old Soviet Union. As
recently as 1998, the government imposed a moratorium on the repayment
of its international debt and the restructuring of the repayment
terms.

Foreign investors also face a high degree of currency risk when
investing in Russian securities. In a surprise move in August 1998,
Russia devalued the ruble, defaulted on short-term domestic bonds, and
declared a moratorium on commercial debt payments. In light of these
and other recent government actions, foreign investors face the
possibility of further devaluations. In addition, there is the risk
the government may impose capital controls on foreign portfolio
investments in the event of extreme financial or political crisis.
Such capital controls would prevent the sale of a portfolio of foreign
assets and the repatriation of proceeds.

Many of Russia's businesses have failed to mobilize the available
factors of production because the country's privatization program
virtually ensured the predominance of the old management teams that
are largely non-market-oriented in their management approach. A
combination of poor accounting standards, inept management, endemic
corruption, and limited shareholder rights pose a significant risk,
particularly to foreign investors.

Compared to most national stock markets, the Russian securities market
suffers from a variety of problems not encountered in more developed
markets. Among these are thin trading activity, inadequate regulatory
protection for the rights of investors, and lax custody procedures.
Additionally, there is a dearth of solid corporate information
available to investors.

The Russian economy is heavily dependent upon the export of a range of
commodities including most industrial metals, forestry products, oil,
and gas. Accordingly, it is strongly affected by international
commodity prices and is particularly vulnerable to any weakening in
global demand for these products.

SPECIAL CONSIDERATIONS REGARDING AFRICA

Africa is a highly diverse and politically unstable continent of over
50 countries and    840     million people. Civil wars, coups, and
even genocidal warfare have beset much of this region in recent years.
Nevertheless,    the continent     is home to an abundance of natural
resources, including natural gas, aluminum, crude oil, copper, iron,
bauxite, cotton, diamonds, and timber. Wealthier    African
countries generally have strong connections to European partners;
evidence of these relationships is seen in the growing market
capitalization and foreign investment   .     Economic performance
   remains     closely tied to world commodity markets, particularly
oil,    as well as agricultural conditions    , such as drought.


Several    Northern     African countries have substantial oil
reserves and, accordingly, their economies react strongly to world oil
prices. They share a regional and sometimes religious identification
with the oil producing nations of the Middle East and can be strongly
affected by political and economic developments in those countries. As
in the south, weather conditions        have a strong impact on many
of their natural resources, as was the case in 1995,    when
severe drought adversely    affected     economic growth.

   Several     African countries have active equity markets   , many
established since 1989    . The oldest market, in Egypt, was
established in 1883, while the youngest, in Zambia, was established in
1994.    The mean age for all equity markets is 40 years old.     A
total of 1,830 firms are listed on the respective exchanges.    With
the exception of the relatively large and liquid South African stock
market, sub-Saharan Africa is probably the riskiest of all the world's
emerging markets.

During the past two decades, sub-Saharan Africa has lagged behind
other developing regions in economic growth. The area attracts only a
modest share of foreign direct investment and remains highly dependent
on foreign aid. The financial markets are small and underdeveloped and
offer little regulatory protection for investors. Except for South
Africa, the most fundamental problems in all of the countries in the
region are the absence of an effective court system to ensure the
enforceability of contracts. Investors in the area generally face a
high risk of continuing political and economic instability as well as
currency exchange rate volatility.

SOUTH AFRICA. South Africa has a highly developed and industrialized
economy. It is rich in mineral resources and is the world's largest
producer and exporter of gold. The nation's new government has made
remarkable progress in consolidating the nation's peaceful transition
to democracy and in redressing the socioeconomic disparities created
by apartheid. It has a sophisticated financial structure with a large
and active stock exchange that ranks 19th in the world in terms of
market capitalization. Nevertheless, investors in South Africa face a
number of risks common to other developing regions. The nation's heavy
dependence upon the export of natural resources makes its economy and
stock market vulnerable to weak global demand and declines in
commodity prices. The country's currency reserves have been a constant
problem and its currency can be vulnerable to devaluation. There is
also the risk that ethnic and civic conflict could result in the
abandonment of many of the nation's free market reforms to the
detriment of shareholders.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed
on behalf of each 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 investment
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 considers 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, if applicable, arrangements for payment of
fund expenses.

If FMR grants investment management authority to a sub-adviser (see
the section entitled "Management Contracts"), that sub-adviser is
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described
above.

Generally, commissions for investments traded on foreign exchanges
will be higher than for investments traded on U.S. exchanges and may
not be subject to negotiation.

Each fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other
investment 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; and the availability of securities or the
purchasers or sellers of securities. In addition, such broker-dealers
may furnish analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and
performance of investment accounts; and effect securities transactions
and perform functions incidental thereto (such as clearance and
settlement).

The selection of such broker-dealers for transactions in equity
securities is generally 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.

For transactions in fixed-income securities, FMR's selection of
broker-dealers is generally based on the availability of a security
and its price and, to a lesser extent, on the overall quality of
execution and other services, including research, provided by the
broker-dealer.

The receipt of research from broker-dealers that execute transactions
on behalf of a fund may be useful to FMR in rendering investment
management services to that 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 a 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.

Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.

Subject to applicable limitations of the federal securities laws, a
fund may pay a broker-dealer 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 a 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 that fund or 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.

To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use the research services of brokerage and
other firms that have provided such assistance. FMR may use research
services provided by and place agency transactions with National
Financial Services Corporation (NFSC) and Fidelity Brokerage Services
Japan LLC (FBSJ), indirect subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services.

FMR may allocate brokerage transactions to broker-dealers (including
affiliates of FMR) who have entered into arrangements with FMR under
which the broker-dealer allocates a portion of the commissions paid by
a fund toward the reduction of that fund's expenses. 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 investment accounts which they or their affiliates manage, unless
certain requirements are satisfied. Pursuant to such requirements, the
Board of Trustees has authorized NFSC to execute portfolio
transactions on national securities exchanges in accordance with
approved procedures and applicable SEC rules.

The Trustees of each fund 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 periods ended    December 31, 1999     and 1998, the
portfoli   o turnover rates were 146% and 150%, respectively, for
Advisor Strategic Income and 275% and 514%, respectively, for Advisor
Emerging Markets Income. Variations in turnover rate may be due to a
fluctuating volume of shareholder purchase and redemption orders,
market conditions, or changes in FMR's investment outlook.

The following tables show the        brokerage commissions paid by
   the funds    .    Significant changes in brokerage commissions paid
by a fund from year to year may result from changing asset levels
throughout the year. A fund may pay both commissions and spreads in
connection with the placement of portfolio transactions.

The following table shows the total amount of brokerage commissions
paid by each fund.

                                 Fiscal Year Ended  Total Amount Paid

Advisor Strategic Income         December 31

1999                                                $ 677

1998                                                 0

1997                                                 0

Advisor Emerging Markets Income  December 31

1999                                                 19,787

1998                                                 12,785

1997                                                 0

The    following table     shows the dollar amount of brokerage
commissions paid to firms that provided research services and the
approximate dollar amount of the transactions involved for    the
fiscal year ended 1999.

<TABLE>
<CAPTION>
<S>                              <C>                     <C>                           <C>

                                 Fiscal Year Ended 1999  $ Amount of Commissions Paid  $ Amount of Brokerage
                                                         to Firms  that Provided       Transactions Involved*
                                                         Research Services*

Advisor Strategic Income         December 31             $ 677                         $ 644,125

Advisor Emerging Markets Income  December 31              18,577                        16,084,241


</TABLE>

* The provision of research services was not necessarily a factor in
the placement of all this business with such firms.

The Trustees of each fund have approved procedures in conformity with
Rule 10f-3 under the 1940 Act whereby a fund may purchase securities
that are offered in underwritings in which an affiliate of FMR
participates. These procedures prohibit the funds from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the funds could purchase in the underwriting.

From time to time the Trustees will review whether the recapture for
the benefit of the funds of some portion of the brokerage commissions
or similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-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
each fund to seek such recapture.

Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR or its affiliates,
investment decisions for each fund are made independently from those
of other funds or investment accounts managed by FM   R or its
a    ffiliates. It sometimes happens that the same security is held in
the portfolio of more than one of these funds or investment accounts.
Simultaneous transactions are inevitable when several funds and
investment 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 investment 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
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to
participate in volume transactions will produce better executions and
prices for the funds. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to each fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.

VALUATION

Each class's        NAV is the value of a single share. The NAV of
each class is computed by adding the class's pro rata share of the
value of the applicable fund's investments, cash, and other assets,
subtracting the class's pro rata share of the applicable fund's
liabilities, subtracting the liabilities allocated to the class, and
dividing the result by the number of shares of that class that are
outstanding.

Portfolio securities are valued by various methods depending on the
primary market or exchange on which they trade. Fixed-income
securities and other assets for which market quotations are readily
available may be valued at market values determined by such
securities' most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which they normally
are traded, as furnished by recognized dealers in such securities or
assets. Or, fixed-income securities and convertible securities may be
valued on the basis of information furnished by a pricing service that
uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. Use of pricing
services has been approved by the Board of Trustees. A number of
pricing services are available, and the funds may use various pricing
services or discontinue the use of any pricing service.

 Most equity securities for which the primary market is the United
States 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 United States are valued using the official
closing price or the last sale price in the principal market in which
they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or closing bid price normally is
used.

Futures contracts and options are valued on the basis of market
quotations, if available. Securities of other open-end investment
companies are valued at their respective NAVs.

Independent brokers or quotation services provide prices of foreign
securities in their local currency.    Fidelity Service Company,
Inc.     (FSC) 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 currencies
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 event that is expected to materially affect
the value of a portfolio security occurs after the close of an
exchange or market on which that security is traded, then that
security will be valued in good faith by a committee appointed by the
Board of Trustees.

Short-term securities with remaining maturities of sixty days or less
for which market quotations and information furnished by a pricing
service are not readily available are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value.

The procedures set forth above need not be used to determine the value
of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more
accurately reflect the fair value of such securities. For example,
securities and other assets for which there is no readily available
market value may be valued in good faith by a committee appointed by
the Board of Trustees. In making a good faith determination of the
value of a security, the committee may review price movements in
futures contracts and ADRs, market and trading trends, the bid/ask
quotes of brokers and off-exchange institutional trading.

PERFORMANCE

A class may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is
not intended to indicate future returns. Each class's share price,
yield and return fluctuate in response to market conditions and other
factors, and the value of fund shares when redeemed may be more or
less than their original cost.

YIELD CALCULATIONS. Yields for a class are computed by dividing a
class's pro rata share of the fund's interest and dividend income for
a given 30-day or one-month period, net of expenses, by the average
number of shares of that class entitled to receive distributions
during the period, dividing this figure by the class's NAV or offering
price, as applicable, at the end of the period, and annualizing the
result (assuming compounding of income) in order to arrive at an
annual percentage rate. Income is calculated for purposes of yield
quotations in accordance with standardized methods applicable to all
stock and bond funds. Dividends from equity investments are treated as
if they were accrued on a daily basis, solely for the purposes of
yield calculations. In general, interest income is reduced with
respect to bonds trading at a premium over their par value by
subtracting a portion of the premium from income on a daily basis, and
is increased with respect to bonds trading at a discount by adding a
portion of the discount to daily income. For a fund's investments
denominated in foreign currencies, income and expenses are calculated
first in their respective currencies, and then are converted to U.S.
dollars, either when they are actually converted or at the end of the
30-day or one month period, whichever is earlier. Income is adjusted
to reflect gains and losses from principal repayments received by a
fund with respect to mortgage-related securities and other
asset-backed securities. Other capital gains and losses generally are
excluded from the calculation as are gains and losses from currency
exchange rate fluctuations.

Income calculated for the purposes of calculating a class's yield
differs from income as determined for other accounting purposes.
Because of the different accounting methods used, and because of the
compounding of income assumed in yield calculations, a class's yield
may not equal its distribution rate, the income paid to your account,
or the income reported in the fund's financial statements.

In calculating a class's yield, a fund may from time to time use a
portfolio security's coupon rate instead of its yield to maturity in
order to reflect the risk premium on that security. This practice will
have the effect of reducing a class's yield.

Yield information may be useful in reviewing a class's performance and
in providing a basis for comparison with other investment
alternatives. However, a class's yield fluctuates, unlike investments
that pay a fixed interest rate over a stated period of time. When
comparing investment alternatives, investors should also note the
quality and maturity of the portfolio securities of respective
investment companies they have chosen to consider.

Investors should recognize that in periods of declining interest rates
a class's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a class's yield will
tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to a fund from the continuous sale of its
shares will likely be invested in instruments producing lower yields
than the balance of the fund's holdings, thereby reducing a class's
current yield. In periods of rising interest rates, the opposite can
be expected to occur.

RETURN CALCULATIONS. Returns quoted in advertising reflect all aspects
of a class's return, including the effect of reinvesting dividends and
capital gain distributions, and any change in a class's NAV over a
stated period. A class's return may be calculated by using the
performance data of a previously existing class prior to the date that
the new class commenced operations, adjusted to reflect differences in
sales charges but not 12b-1 fees. A cumulative return reflects actual
performance over a stated period of time. Average annual returns are
calculated by determining the growth or decline in value of a
hypothetical historical investment in a class 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 return
of 7.18%, which is the steady annual rate of return that would equal
100% growth on a compounded basis in ten years. While average annual
returns are a convenient means of comparing investment alternatives,
investors should realize that a class's performance is not constant
over time, but changes from year to year, and that average annual
returns represent averaged figures as opposed to the actual
year-to-year performance of a class.

In addition to average annual returns, a class may quote unaveraged or
cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a
series of redemptions, over any time period. Returns may be broken
down into their components of income and capital (including capital
gains and changes in share price) to illustrate the relationship of
these factors and their contributions to return. Returns may be quoted
on a before-tax or after-tax basis.    After-tax returns reflect the
return of a hypothetical account after payment of federal and/or state
taxes using assumed tax rates. After-tax returns may assume that taxes
are paid at the time of distribution or once a year or are paid in
cash or by selling shares, that shares are held through the entire
period, sold on the last day of the period, or sold at a future date,
and distributions are reinvested or paid in cash.     Returns may or
may not include the effect of a class's maximum sales charge.
Excluding a class's sales charge from a return calculation produces a
higher return figure. Returns, yields and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.

NET ASSET VALUE. Charts and graphs using a class's NAVs, adjusted
NAVs, and benchmark indexes may be used to exhibit performance. An
adjusted NAV includes any distributions paid by a fund and reflects
all elements of a class's return. Unless otherwise indicated, a
class's adjusted NAVs are not adjusted for sales charges, if any.

HISTORICAL FUND RESULTS. The following table shows each class's yield
and returns for the fiscal periods ended December 31.

Class A and Class T have a maximum front-end sales charge of 4.75% and
3.50%, respectively, which is included in the yield and average annual
and cumulative returns. Class B and Class C have a maximum CDSC of
5.00% and 1.00%, respectively, which is included in the average annual
and cumulative returns.

Class A, Class T, Class B, and Class C have a 12b-1 fee of 0.15%,
0.25%, 0.90% and 1.00%, respectively, which is included in the yield
and average annual and cumulative returns.

<TABLE>
<CAPTION>
<S>                           <C>               <C>                      <C>         <C>            <C>
                                                Average Annual Returns1                             Cumulative Returns1

                              Thirty-Day Yield  One Year                 Five Years  Life of Fund*  One Year

Advisor Strategic Income -    N/A                1.08%                    9.26%       8.99%          1.08%
Class A

Advisor Strategic Income -     7.28%             2.43%                    9.55%       9.26%          2.43%
Class T

Advisor Strategic Income -     6.88%             0.49%                    9.37%       9.17%          0.49%
Class B

Advisor Strategic Income -     6.78%             4.26%                    9.53%       9.20%          4.26%
Class C

Advisor Strategic Income -     7.67%             6.35%                    10.53%      10.21%         6.35%
Institutional Class

Advisor Emerging Markets      N/A                29.87%                   12.17%      10.84%         29.87%
Income - Class A

Advisor Emerging Markets       7.23%             31.56%                   12.40%      11.04%         31.56%
Income - Class T

Advisor Emerging Markets       6.78%             30.58%                   12.25%      10.93%         30.58%
Income  - Class B

Advisor Emerging Markets      N/A                34.31%                   12.49%      11.02%         34.31%
Income - Class C

Advisor Emerging Markets       7.87%             36.59%                   13.40%      11.89%         36.59%
Income - Institutional Class

</TABLE>


<TABLE>
<CAPTION>
<S>                           <C>         <C>


                              Five Years  Life of Fund*

Advisor Strategic Income -     55.71%      55.98%
Class A

Advisor Strategic Income -     57.75%      58.03%
Class T

Advisor Strategic Income -     56.48%      57.38%
Class B

Advisor Strategic Income -     57.67%      57.57%
Class C

Advisor Strategic Income -     64.93%      65.22%
Institutional Class

Advisor Emerging Markets       77.57%      81.95%
Income - Class A

Advisor Emerging Markets       79.41%      83.84%
Income - Class T

Advisor Emerging Markets       78.20%      82.76%
Income  - Class B

Advisor Emerging Markets       80.14%      83.67%
Income - Class C

Advisor Emerging Markets       87.56%      92.19%
Income - Institutional Class

</TABLE>

   * From October 31, 1994 (commencement of operations) for Advisor
Strategic Income and from March 10, 1994 (commencement of operations)
for Advisor Emerging Markets Income.

1 Initial offering of Class A    of     each fund took place on
September 3, 1996. Class A returns prior to September 3, 1996 are
those of Class T which reflect a 12b-1 fee of 0.25%. If Class A's
12b-1 fee had been reflected, returns prior to September 3, 1996 would
have been higher.

 Initial offering of Class B of Advisor Emerging Markets Income took
place on June 30, 1994. Class B returns prior to June 30, 1994 are
those of Class T which reflect a 12b-1 fee of 0.25%. If Class B's
12b-1 fee had been reflected, returns prior to June 30, 1994 would
have been lower.

 Initial offering of Class C of Advisor Strategic Income took place on
November 3, 1997.    Class C returns prior to November 3, 1997 are
those of Class B which reflect a 12b-1 fee of 0.90% (1.00% prior to
January 1, 1996). If Class C's 12b-1 fee had been reflected, returns
   from January 1, 1996 to November 3, 1997     would have been lower.

    Initial offering of Class C of Advisor Emerging Markets Income
took place on November 3, 1997.     Class C returns    from June 30,
1994 to November 3, 1997     are those of Class B which reflect a
12b-1 fee of 0.90% (1.00% prior to January 1, 1996). Class C returns
prior to June 30, 1994 are those of Class T which reflect a 12b-1 fee
of 0.25%. If Class C's 12b-1 fee had been reflected, returns    from
December 31, 1995 to November 3, 1997     and prior to June 30, 1994
would have been lower.

 Initial offering of Institutional Class of each fund took place on
July 3, 1995. Institutional Class returns prior to July 3, 1995 are
those of Class T which reflect a 12b-1 fee of 0.25%. If Class T's
12b-1 fee had not been reflected, returns prior to July 3, 1995
    would have been higher.

Note: If FMR had not reimbursed certain class expenses during these
periods, returns for    each class of     Advisor Strategic Income
and A    dvisor Emerging Markets Income would have been lower.

The following tables show the income and capital elements of each
class's cumulative return. The tables compare each class's return to
the record of the    Standard & Poor's 500 Index     (S&P 500), the
Dow Jones Industrial Average (DJIA), and the cost of living, as
measured by the Consumer Price Index (CPI), over the same period. The
S&P 500 and DJIA comparisons are provided to show how each class's
return compared to the record of a    market
capitalization-weighted     index of common stocks and a narrower set
of stocks of major industrial companies, respectively, over the same
period. Because each fund invests in fixed-income securities, common
stocks represent a different type of investment from the funds. Common
stocks generally offer greater growth potential than the funds, but
generally experience greater price volatility, which means greater
potential for loss. In addition, common stocks generally provide lower
income than fixed-income investments such as the funds. The S&P 500
and DJIA returns are based on the prices of unmanaged groups of stocks
and, unlike each class's returns, do not include the effect of
brokerage commissions or other costs of investing.

The following tables show the growth in value of a hypothetical
$10,000 investment in each class of each fund during the life of each
fund, assuming all distributions were reinvested. Returns are based on
past results and are not an indication of future performance. Tax
consequences of different investments (with the exception of foreign
tax withholdings) have not been factored into the figures below.

During the period from October 31, 1994 (commencement of operations)
to December 31,    1999    , a hypothetical $10,000 investment in
Class A of Advisor Strategic Income would have grown to
$   15,598,     including the effect of Class A's maximum sales
charge.

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR STRATEGIC INCOME -
CLASS A

Fiscal Year Ended December
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1999                      $ 9,973                   $ 4,576                       $ 1,049                      $ 15,598

1998                      $ 10,058                  $ 3,582                       $ 1,058                      $ 14,698

1997                      $ 10,563                  $ 2,768                       $ 1,025                      $ 14,356

1996                      $ 10,716                  $ 1,846                       $ 579                        $ 13,141

1995                      $ 10,478                  $ 928                         $ 237                        $ 11,643

1994*                     $ 9,449                   $ 93                          $ 0                          $ 9,542

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
ADVISOR STRATEGIC INCOME -     INDEXES
CLASS A

Fiscal Year Ended December 31  S&P 500   DJIA      Cost of Living**


1999                           $ 34,335  $ 32,507  $ 11,258

1998                           $ 28,366  $ 25,570  $ 10,963

1997                           $ 22,061  $ 21,656  $ 10,789

1996                           $ 16,542  $ 17,344  $ 10,609

1995                           $ 13,453  $ 13,476  $ 10,268

1994*                          $ 9,779   $ 9,857   $ 10,013

</TABLE>

   * From October 31, 1994 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Strategic Income on October 31, 1994, assuming the maximum
sales charge had been in effect, the net amount invested in Class A
shares was $   9,525    . The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $   15,853    . If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $   3,751     for
dividends and $   914     for capital gain distributions. Initial
offering of Class A of Advisor Strategic Income took place on
September 3, 1996. Class A returns prior to September 3, 1996 are
those of Class T which reflect a 12b-1 fee of 0.25%. If Class A's
12b-1 fee had been reflected, returns prior to September 3, 1996 would
have been higher.

During the period from October 31, 1994 (commencement of operations)
to December 31,    1999    , a hypothetical $10,000 investment in
Class T of Advisor Strategic Income would have grown to
$   15,803    , including the effect of Class T's maximum sales
charge.

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR STRATEGIC INCOME -
CLASS T

Fiscal Year Ended December
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1999                      $ 10,104                  $ 4,636                       $ 1,063                      $ 15,803

1998                      $ 10,181                  $ 3,636                       $ 1,071                      $ 14,888

1997                      $ 10,702                  $ 2,817                       $ 1,039                      $ 14,558

1996                      $ 10,856                  $ 1,874                       $ 586                        $ 13,316

1995                      $ 10,615                  $ 941                         $ 240                        $ 11,796

1994*                     $ 9,573                   $ 94                          $ 0                          $ 9,667

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
ADVISOR STRATEGIC INCOME -     INDEXES
CLASS T

Fiscal Year Ended December 31  S&P 500   DJIA      Cost of Living**

1999                           $ 34,335  $ 32,507  $ 11,258

1998                           $ 28,366  $ 25,570  $ 10,963

1997                           $ 22,061  $ 21,656  $ 10,789

1996                           $ 16,542  $ 17,344  $ 10,609

1995                           $ 13,453  $ 13,476  $ 10,268

1994*                          $ 9,779   $ 9,857   $ 10,013

</TABLE>

   * From October 31, 1994 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Strategic Income on October 31, 1994, assuming the maximum
sales charge had been in effect, the net amount invested in Class T
shares was $   9,650    . The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $   15,929    . If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $   3,800     for
dividends and $   926     for capital gain distributions.

During the period from October 31, 1994 (commencement of operations)
to December 31, 1999, a hypothetical $10,000 investment in Class B of
Advisor Strategic Income would have grown to $   15,738    , including
the effect of Class B's maximum CDSC.

<TABLE>
<CAPTION>
<S>                      <C>                       <C>                           <C>                          <C>
ADVISOR STRATEGIC INCOME -
CLASS B

Fiscal Year Ended December
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1999                      $ 10,390                  $ 4,263                       $ 1,085                      $ 15,738

1998                      $ 10,570                  $ 3,356                       $ 1,093                      $ 15,019

1997                      $ 11,100                  $ 2,610                       $ 1,060                      $ 14,770

1996                      $ 11,260                  $ 1,739                       $ 601                        $ 13,600

1995                      $ 11,010                  $ 871                         $ 247                        $ 12,128

1994*                     $ 9,910                   $ 84                          $ 0                          $ 9,994

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
ADVISOR STRATEGIC INCOME -     INDEXES
CLASS B

Fiscal Year Ended December 31  S&P 500   DJIA      Cost of Living**


1999                           $ 34,335  $ 32,507  $ 11,258

1998                           $ 28,366  $ 25,570  $ 10,963

1997                           $ 22,061  $ 21,656  $ 10,789

1996                           $ 16,542  $ 17,344  $ 10,609

1995                           $ 13,453  $ 13,476  $ 10,268

1994*                          $ 9,779   $ 9,857   $ 10,013

</TABLE>

   * From October 31, 1994 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Strategic Income on October 31, 1994, the net amount invested
in Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $   15,563    . If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $   3,558     for
dividends and $   960     for capital gain distributions.

During the period from October 31, 1994 (commencement of operations)
to December 31,    1999    , a hypothetical $10,000 investment in
Class C of Advisor Strategic Income would have grown to
$   15,757    .

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR STRATEGIC INCOME -
CLASS C

Fiscal Year Ended December
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1999                      $ 10,478                  $ 4,195                       $ 1,084                      $ 15,757

1998                      $ 10,569                  $ 3,307                       $ 1,094                      $ 14,970

1997                      $ 11,099                  $ 2,603                       $ 1,060                      $ 14,762

1996                      $ 11,260                  $ 1,739                       $ 601                        $ 13,600

1995                      $ 11,010                  $ 871                         $ 247                        $ 12,128

1994*                     $ 9,910                   $ 84                          $ 0                          $ 9,994

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
ADVISOR STRATEGIC INCOME -     INDEXES
CLASS C

Fiscal Year Ended December 31  S&P 500   DJIA      Cost of Living**

1999                           $ 34,335  $ 32,507  $ 11,258

1998                           $ 28,366  $ 25,570  $ 10,963

1997                           $ 22,061  $ 21,656  $ 10,789

1996                           $ 16,542  $ 17,344  $ 10,609

1995                           $ 13,453  $ 13,476  $ 10,268

1994*                          $ 9,779   $ 9,857   $ 10,013

</TABLE>

   * From October 31, 1994 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor Strategic Income on October 31, 1994, the net amount invested
in Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $   15,496    . If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $   3,513     for
dividends and $   961     for capital gain distributions. Initial
offering of Class C of Advisor Strategic Income took place on November
3, 1997. Class C returns prior to November 3, 1997 are those of Class
B which reflect a 12b-1 fee of 0.90% (1.00% prior to January 1, 1996).
If Class C's 12b-1 fee had been reflected, returns    from January 1,
1996 to November 3, 1997     would have been lower.

During the period from October 31, 1994 (commencement of operations)
to December 31,    1999    , a hypothetical $10,000 investment in
Institutional Class of Advisor Strategic Income would have grown to
$   16,522    .

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR STRATEGIC INCOME -
INSTITUTIONAL CLASS

Fiscal Year Ended December
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions


1999                      $ 10,530                  $ 4,888                       $ 1,104                      $ 16,522

1998                      $ 10,610                  $ 3,812                       $ 1,113                      $ 15,535

1997                      $ 11,140                  $ 2,941                       $ 1,077                      $ 15,158

1996                      $ 11,300                  $ 1,952                       $ 609                        $ 13,861

1995                      $ 11,030                  $ 983                         $ 249                        $ 12,262

1994*                     $ 9,920                   $ 97                          $ 0                          $ 10,017

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
ADVISOR STRATEGIC INCOME -     INDEXES
INSTITUTIONAL CLASS

Fiscal Year Ended December 31  S&P 500   DJIA      Cost of Living**

1999                           $ 34,335  $ 32,507  $ 11,258

1998                           $ 28,366  $ 25,570  $ 10,963

1997                           $ 22,061  $ 21,656  $ 10,789

1996                           $ 16,542  $ 17,344  $ 10,609

1995                           $ 13,453  $ 13,476  $ 10,268

1994*                          $ 9,779   $ 9,857   $ 10,013

</TABLE>

   * From October 31, 1994 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Strategic Income on October 31, 1994,
the net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $   16,223    . If distributions had not been reinvested,
the amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$   3,991     for dividends and $   960     for capital gain
distributions. Initial offering of Institutional Class of Advisor
Strategic Income took place on July 3, 1995. Institutional Class
returns prior to July 3, 1995 are those of Class T which reflect a
12b-1 fee of 0.25%. If Class T's 12b-1 fee had not been reflected,
returns prior to July 3, 1995        would have been higher.

During the period from March 10, 1994 (commencement of operations) to
December 31,    1999    , a hypothetical $10,000 investment in Class A
of Advisor Emerging Markets Income would have grown to $   18,195    ,
including the effect of Class A's maximum sales charge.

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR EMERGING MARKETS
INCOME - CLASS A

Fiscal Year Ended December
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1999                      $ 9,220                   $ 6,631                       $ 2,344                      $ 18,195

1998                      $ 7,410                   $ 4,051                       $ 1,884                      $ 13,345

1997                      $ 10,592                  $ 3,810                       $ 2,693                      $ 17,095

1996                      $ 11,163                  $ 2,722                       $ 787                        $ 14,672

1995                      $ 8,839                   $ 1,374                       $ 229                        $ 10,442

1994*                     $ 9,068                   $ 457                         $ 235                        $ 9,760

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
ADVISOR EMERGING MARKETS       INDEXES
INCOME - CLASS A

Fiscal Year Ended December 31  S&P 500   DJIA      Cost of Living**

1999                           $ 35,584  $ 33,748  $ 11,433

1998                           $ 29,398  $ 26,546  $ 11,135

1997                           $ 22,864  $ 22,483  $ 10,958

1996                           $ 17,144  $ 18,007  $ 10,774

1995                           $ 13,943  $ 13,991  $ 10,428

1994*                          $ 10,134  $ 10,233  $ 10,170

</TABLE>

   * From March 10, 1994 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Emerging Markets Income on March 10, 1994, assuming the
maximum sales charge had been in effect, the net amount invested in
Class A shares was $   9,525    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $   19,299    . If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $   4,596     for
dividends and $   2,029     for capital gain distributions. Initial
offering of Class A of Advisor Emerging Markets Income took place on
September 3, 1996. Class A returns prior to September 3, 1996 are
those of Class T which reflect a 12b-1 fee of 0.25%. If Class A's
12b-1 fee had been reflected, returns prior to September 3, 1996 would
have been higher.

During the period from March 10, 1994 (commencement of operations) to
December 31,    1999    , a hypothetical $10,000 investment in Class T
of Advisor Emerging Markets Income would have grown to $   18,384    ,
including the effect of Class T's maximum sales charge.

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR EMERGING MARKETS
INCOME - CLASS T

Fiscal Year Ended December
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1999                      $ 9,332                   $ 6,678                       $ 2,374                      $ 18,384

1998                      $ 7,498                   $ 4,078                       $ 1,908                      $ 13,484

1997                      $ 10,721                  $ 3,853                       $ 2,728                      $ 17,302

1996                      $ 11,300                  $ 2,757                       $ 797                        $ 14,854

1995                      $ 8,955                   $ 1,392                       $ 232                        $ 10,579

1994*                     $ 9,187                   $ 463                         $ 238                        $ 9,888

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
ADVISOR EMERGING MARKETS       INDEXES
INCOME - CLASS T

Fiscal Year Ended December 31  S&P 500   DJIA      Cost of Living**

1999                           $ 35,584  $ 33,748  $ 11,433

1998                           $ 29,398  $ 26,546  $ 11,135

1997                           $ 22,864  $ 22,483  $ 10,958

1996                           $ 17,144  $ 18,007  $ 10,744

1995                           $ 13,943  $ 13,991  $ 10,428

1994*                          $ 10,134  $ 10,233  $ 10,170

</TABLE>

   * From March 10, 1994 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Emerging Markets Income on March 10, 1994, assuming the
maximum sales charge had been in effect, the net amount invested in
Class T shares was $   9,650    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $   19,387    . If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $   4,638     for
dividends and $   2,055     for capital gain distributions.

During the period from March 10, 1994 (commencement of operations) to
December 31,    1999    , a hypothetical $10,000 investment in Class B
of Advisor Emerging Markets Income would have grown to $   18,276    ,
including the effect of Class B's maximum CDSC.

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR EMERGING MARKETS
INCOME - CLASS B

Fiscal Year Ended December
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1999                      $ 9,620                   $ 6,246                       $ 2,410                      $ 18,276

1998                      $ 7,800                   $ 3,817                       $ 1,934                      $ 13,551

1997                      $ 11,160                  $ 3,594                       $ 2,767                      $ 17,521

1996                      $ 11,750                  $ 2,577                       $ 816                        $ 15,143

1995                      $ 9,300                   $ 1,306                       $ 240                        $ 10,846

1994*                     $ 9,520                   $ 430                         $ 246                        $ 10,196

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
ADVISOR EMERGING MARKETS       INDEXES
INCOME - CLASS B

Fiscal Year Ended December 31  S&P 500   DJIA      Cost of Living**

1999                           $ 35,584  $ 33,748  $ 11,433

1998                           $ 29,398  $ 26,546  $ 11,135

1997                           $ 22,864  $ 22,483  $ 10,958

1996                           $ 17,144  $ 18,007  $ 10,774

1995                           $ 13,943  $ 13,991  $ 10,428

1994*                          $ 10,134  $ 10,233  $ 10,170

</TABLE>

   * From March 10, 1994 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Emerging Markets Income on March 10, 1994, the net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$   18,969    . If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$   4,413     for dividends and $   2,130     for capital gain
distributions. Initial offering of Class B of Advisor Emerging Markets
Income took place on June 30, 1994. Class B returns prior to June 30,
1994 are those of Class T which reflect a 12b-1 fee of 0.25%. If Class
B's 12b-1 fee had been reflected, returns prior to June 30, 1994 would
have been lower.

During the period from March 10, 1994 (commencement of operations) to
December 31,    1999    , a hypothetical $10,000 investment in Class C
of Advisor Emerging Markets Income would have grown to $   18,367    .

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR EMERGING MARKETS
INCOME - CLASS C

Fiscal Year Ended December
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1999                           $ 9,732                   $ 6,215                       $ 2,420                      $ 18,367


1998                           $ 7,816                   $ 3,815                       $ 1,943                      $ 13,574


1997                           $ 11,146                  $ 3,590                       $ 2,771                      $ 17,507


1996                           $ 11,750                  $ 2,577                       $ 816                        $ 15,143


1995                           $ 9,300                   $ 1,306                       $ 240                        $ 10,846


1994*                          $ 9,520                   $ 430                         $ 246                        $ 10,196


</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
ADVISOR EMERGING MARKETS       INDEXES
INCOME - CLASS C

Fiscal Year Ended December 31  S&P 500   DJIA      Cost of Living**

1999                           $ 35,584  $ 33,748  $ 11,433

1998                           $ 29,398  $ 26,546  $ 11,135

1997                           $ 22,864  $ 22,483  $ 10,958

1996                           $ 17,144  $ 18,007  $ 10,774

1995                           $ 13,943  $ 13,991  $ 10,428

1994*                          $ 10,134  $ 10,233  $ 10,170

</TABLE>

   * From March 10, 1994 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Class C of
Advisor Emerging Markets Income on March 10, 1994, the net amount
invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$   18,941    . If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$   4,394     for dividends and $   2,134     for capital gain
distributions. Initial offering of Class C of Advisor Emerging Markets
Income    took place     on November 3, 1997. Class C returns from
June 30, 1994 to November 3, 1997 are those of Class B which reflect a
12b-1 fee of 0.90% (1.00% prior to January 1, 1996). Class C returns
prior to June 30, 1994 are those of Class T which reflect a 12b-1 fee
of 0.25%. If Class C's 12b-1 fee had been reflected, returns    from
December 31, 1995 to November 3, 1997     and prior to June 30, 1994
would have been lower.

During the period from March 10, 1994 (commencement of operations) to
December 31,    1999    , a hypothetical $10,000 investment in
Institutional Class of Advisor Emerging Markets Income would have
grown to $   19,219    .

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR EMERGING MARKETS
INCOME - INSTITUTIONAL CLASS

Fiscal Year Ended December
31                        Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions


1999                      $ 9,620                   $ 7,127                       $ 2,472                      $ 19,219

1998                      $ 7,740                   $ 4,341                       $ 1,989                      $ 14,070

1997                      $ 11,060                  $ 4,079                       $ 2,842                      $ 17,981

1996                      $ 11,650                  $ 2,912                       $ 827                        $ 15,389

1995                      $ 9,280                   $ 1,455                       $ 241                        $ 10,976

1994*                     $ 9,520                   $ 480                         $ 247                        $ 10,247

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
ADVISOR EMERGING MARKETS       INDEXES
INCOME - INSTITUTIONAL CLASS

Fiscal Year Ended December 31  S&P 500   DJIA      Cost of Living**


1999                           $ 35,584  $ 33,748  $ 11,433

1998                           $ 29,398  $ 26,546  $ 11,135

1997                           $ 22,864  $ 22,483  $ 10,958

1996                           $ 17,144  $ 18,007  $ 10,774

1995                           $ 13,943  $ 13,991  $ 10,428

1994*                          $ 10,134  $ 10,233  $ 10,170

</TABLE>

   * From March 10, 1994 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Emerging Markets Income on March 10,
1994, the net amount invested in Institutional Class shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $   19,961    . If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $   4,922     for dividends and $   2,130
for capital gain distributions. Initial offering of Institutional
Class of Advisor Emerging Markets Income took place on July 3, 1995.
Institutional Class returns prior to July 3, 1995 are those of Class T
which reflect a 12b-1 fee of 0.25%. If Class T's 12b-1 fee had not
been reflected, returns prior to July 3, 1995        would have been
higher.

INTERNATIONAL INDEXES, MARKET CAPITALIZATION, AND
NATIONAL STOCK MARKET RETURN

The following tables show the total market capitalization of certain
countries according to the Morgan Stanley Capital International
indexes database, the total market capitalization of Latin American
countries according to the International Finance Corporation Emerging
Markets database, and the performance of national stock markets as
measured in U.S. dollars by the Morgan Stanley Capital International
stock market indexes for the twelve months ended December 31,
   1999    . Of course, these results are not indicative of future
stock market performance or the funds' performance. Market conditions
during the periods measured fluctuated widely. Brokerage commissions
and other fees are not factored into the values of the indexes.

MARKET CAPITALIZATION. Companies outside the United States now make up
nearly two-thirds of the world's stock market capitalization.
According to Morgan Stanley Capital International, the size of the
markets as measured in U.S. dollars grew from $   8    .0 billion in
   1998     to $10.6 billion in    1999    .

The following table measures the total market capitalization of
certain countries according to the Morgan Stanley Capital
International indexes database. The value of each market is measured
in billions of U.S. dollars as of December 31,    1999    .

TOTAL MARKET CAPITALIZATION

Australia  $ 248.7    Japan           $ 2,779.3

Austria    $ 22.2     Malaysia        $ 77.3

Belgium    $ 91.0     Netherlands     $ 530.8

Canada     $ 441.2    Norway          $ 37.8

Denmark    $ 79.2     Singapore       $ 107.9

France     $ 1,039.2  Spain           $ 272.8

Germany    $ 1,061.4  Sweden          $ 272.2

Hong Kong  $ 236.7    Switzerland     $ 576.2

Italy      $ 428.6    United Kingdom  $ 1,941.5

                      United States   $ 10,148.8

The following table measures the total market capitalization of Latin
American countries according to the International Finance Corporation
Emerging Markets database. The value of each market is measured in
billions of U.S. dollars as of December 31,    1999    .

TOTAL MARKET CAPITALIZATION - LATIN AMERICA

Argentina            $ 23.0

Brazil               $ 134.0

Chile                $ 38.8

Colombia             $ 3.9

Mexico               $ 128.4

Venezuela            $ 6.4

Peru                 $ 7.4

Total Latin America  $ 341.9

NATIONAL STOCK MARKET PERFORMANCE. Certain national stock markets have
outperformed the U.S. stock market. The first table below represents
the performance of national stock markets as measured in U.S. dollars
by the Morgan Stanley Capital International stock market indexes for
the twelve months ended December 31,    1999    . The second table
shows the same performance as measured in local currency. Each table
measures return based on the period's change in price, dividends paid
on stocks in the index, and the effect of reinvesting dividends net of
any applicable foreign taxes. These are unmanaged indexes composed of
a sampling of selected companies representing an approximation of the
market structure of the designated country.

STOCK MARKET PERFORMANCE
MEASURED IN U.S. DOLLARS

Australia   17.62%   Japan            61.53%

Austria     -9.11%   Malaysia         110.18%

Belgium     -14.26%  Netherlands      6.88%

Canada      53.74%   Norway           31.70%

Denmark     12.06%   Singapore        99.40%

France      29.27%   Spain            4.83%

Germany     20.04%   Sweden           79.74%

Hong Kong   59.52%   Switzerland      -7.02%

Italy       -0.26%   United Kingdom   12.45%

                     United States    21.92%

STOCK MARKET PERFORMANCE
MEASURED IN LOCAL CURRENCY

Australia   10.25%  Japan            46.57%

Austria     6.47%   Malaysia         47.09%

Belgium     0.45%   Netherlands      25.21%

Canada      45.26%  Norway           38.92%

Denmark     30.73%  Singapore        101.33%

France      51.44%  Spain            22.81%

Germany     40.63%  Sweden           89.44%

Hong Kong   60.06%  Switzerland      8.36%

Italy       16.84%  United Kingdom   16.08%

                    United States    21.92%

The following table shows the average annualized stock market returns
measured in U.S. dollars as of December 31,    1999    .

STOCK MARKET PERFORMANCE

                Five Years Ended 1999  Ten Years Ended 1999

Germany          20.66%                 12.31%

Hong Kong        14.14%                 20.48%

Japan            1.96%                  -0.85%

Spain            29.07%                 13.16%

United Kingdom   20.20%                 14.24%

United States    29.02%                 18.12%

PERFORMANCE COMPARISONS. A class's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Inc. (Lipper), an
independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on
return, assume reinvestment of distributions, do not take sales
charges or trading fees into consideration, and are prepared without
regard to tax consequences. Lipper may also rank based on yield. In
addition to the mutual fund rankings, a class's performance may be
compared to stock, bond, and money market mutual fund performance
indexes prepared by Lipper or other organizations. When comparing
these indexes, it is important to remember the risk and return
characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility. Likewise, money market funds
may offer greater stability of principal, but generally do not offer
the higher potential returns available from stock mutual funds.

From time to time, a class's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, a class may quote Morningstar, Inc. 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. A fund may advertise risk ratings,
including symbols or numbers, prepared by independent rating agencies.

A class's performance may also be compared to that of each index
representing the universe of securities in which the fund may invest.
The return of each index reflects reinvestment of all dividends and
capital gains paid by securities included in each index. Unlike a
class's returns, however, each index's returns do not reflect
brokerage commissions, transaction fees, or other costs of investing
directly in the securities included in the index.

Advisor Strategic Income may compare its performance to that of the
Fidelity Strategic Income Composite Index, which is a hypothetical
representation of the performance of the fund's general investment
categories according to their respective weightings in the fund's
neutral mix. The Fidelity Strategic Income Composite Index represents
Advisor Strategic Income's four general investment categories
according to their respective weighting in the fund's neutral mix (40%
high yield, 30% U.S. Government and investment-grade, 15% foreign
developed markets and 15% emerging markets). The following indexes are
used to calculate the Fidelity Strategic Income Composite Index:
Merrill Lynch High Yield Master    II     Index for the high yield
category, Lehman Brothers Government Bond Index for the U.S.
Government and investment grade category, Salomon Brothers Non-U.S.
Dollar World Government Bond Index for the foreign developed markets
category, and J.P. Morgan Emerging Markets Bond Index    Global
    for the emerging markets category. The index weightings of the
Fidelity Strategic Income Composite Index are rebalanced monthly.


MERRILL LYNCH HIGH YIELD MASTER II INDEX is a market value-weighted
index of all domestic and yankee high-yield bonds, including deferred
interest bonds and payment-in-kind securities. Issues included in the
index have maturities of one year or more and have a credit rating
lower than BBB-/Baa3, but are not in default. Issues must have an
outstanding par value of at least $50 million to be included in the
index.

LEHMAN BROTHERS GOVERNMENT BOND INDEX is a market value-weighted index
of U.S. Government and government agency securities (other than
mortgage securities) with maturities of one year or more. Issues
include all public obligations of the U.S. Treasury (excluding flower
bonds and foreign-targeted issues) and U.S. Government agencies and
quasi-federal corporations, and corporate debt guaranteed by the U.S.
Government.

SALOMAN BROTHERS NON-U.S. DOLLAR WORLD GOVERNMENT BOND INDEX is a
market value-weighted index that is designed to reflect the
performance of 16 world government bond markets, excluding the United
States. Issues included in the index have fixed-rate coupons and
maturities of one year or more.

J.P. MORGAN EMERGING MARKETS BOND INDEX    GLOBAL     i   s a market
value-weighted index of U.S. dollar-denominated Brady bonds,
Eurobonds, traded loans, and local market debt instruments issued by
emerging markets' sovereign and quasi-sovereign entities. The index
currently covers 26 emerging markets countries. Issues included in the
index must have an outstanding par value of at least $500 million
(U.S. dollars) and at least 2 1/2 years to maturity at the time they
are adde    d to the index.

Advisor Strategic Income may    also     compare its performance to
that of the Merrill Lynch High Yield Master II Index, a market
value-weighted index of all domestic and yankee high-yield bonds,
including deferred interest bonds and payment-in-kind securities.
Issues included in the index have maturities of one year or more and
have a credit rating lower than BBB-/Baa3, but are not in default.
Issues must have an outstanding par value of at least $50 million to
be included in the index.

Advisor Strategic Income may    also     compare its performance to
that of the Merrill Lynch High Yield Master Index, a market
value-weighted index of all domestic and yankee high-yield bonds with
an outstanding par value of at least $50 million and maturities of at
least one year. Issues included in the index have a credit rating
lower than BBB-/Baa3 but are not in default (DDD1 or lower).
Split-rated issues (i.e., rated investment-grade by one rating agency
and high-yield by another) are included in the index based on the
issue's corresponding composite rating. Structured-note issues,
deferred interest bonds, and pay-in-kind bonds are excluded.

   Advisor Emerging Markets Income may compare its performance to that
of the J.P. Morgan Emerging Markets Bond Index Global, a market
value-weighted index of U.S. dollar-denominated Brady bonds,
Eurobonds, traded loans, and local market debt instruments issued by
emerging markets' sovereign and quasi-sovereign entities. The index
currently covers 26 emerging markets countries. Issues included in the
index must have an outstanding par value of at least $500 million
(U.S. dollars) and at least 2 1/2 years to maturity at the time they
are added to the index.

Advisor Emerging Markets Income may    also     compare its
performance to that of the J.P. Morgan Emerging Markets Bond Index
Plus, a market value-weighted index of U.S. dollar- and other external
currency-denominated Brady bonds, loans, Eurobonds, and local market
debt instruments traded in emerging markets.

A class may be compared in advertising to Certificates of Deposit
(CDs) or other investments issued by banks or other depository
institutions. Mutual funds differ from bank investments in several
respects. For example, a fund may offer greater liquidity or higher
potential returns than CDs, a fund does not guarantee your principal
or your return, and fund shares are not FDIC insured.

Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.

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 CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different indexes.

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 funds. Ibbotson calculates returns in the
same method as the funds. The funds may also compare performance to
that of other compilations or indexes that may be developed and made
available in the future.

In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; model portfolios or allocations; and saving for
college or other goals. In addition, Fidelity may quote or reprint
financial or business publications and periodicals, as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products.

Each fund may be advertised as part of certain asset allocation
programs involving other Fidelity or non-Fidelity mutual funds. These
asset allocation programs may advertise a model portfolio and its
performance results.

Each fund may be advertised as part of a no transaction fee (NTF)
program in which Fidelity and non-Fidelity mutual funds are offered.
An NTF program may advertise performance results.

A class may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote the fund's current portfolio
manager.

VOLATILITY. A class may quote various measures of volatility and
benchmark correlation in advertising. In addition, the class may
compare these measures to those of other funds. Measures of volatility
seek to compare a class's historical share price fluctuations or
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. In advertising, a fund may also discuss or illustrate examples
of interest rate sensitivity.

MOMENTUM INDICATORS indicate a class's price movements over specific
periods of time. Each point on the momentum indicator represents a
class's percentage change in price movements over that period.

A fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund 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 fixed numbers
of shares are purchased at the same intervals. In evaluating such a
plan, investors should consider their ability to continue purchasing
shares during periods of low price levels.

As of December 31,    1999    , FMR advised over $35 billion in
municipal fund assets, $143 billion in taxable fixed-income fund
assets, $149 billion in money market fund assets, $630 billion in
equity fund assets, $22 billion in inte   rnational fund assets, and
$4    1 billion in Spartan fund assets. The funds may reference the
growth and variety of money market mutual funds and the adviser's
innovation and participation in the industry. The equity funds under
management figure represents the largest amount of equity fund assets
under management by a mutual fund investment adviser in the United
States, making FMR America's leading equity (stock) fund manager. FMR,
its subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.

In addition to performance rankings, each class of a fund may compare
its total expense ratio to the average total expense ratio of similar
funds tracked by Lipper. A class's total expense ratio is a
significant factor in comparing bond and money market investments
because of its effect on yield.

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION

Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Class A's and Class T's front-end sales charge on shares
acquired through reinvestment of dividends and capital gain
distributions or in connection with a fund's merger with or
acquisition of any investment company or trust. In addition, FDC has
chosen to waive Class A's and Class T's front-end sales charge in
certain instances due to sales efficiencies and competitive
considerations. The sales charge will not apply:

CLASS A SHARES ONLY

1. to shares purchased for an employee benefit plan (as defined in the
Employee Retirement Income Security Act) (except a SIMPLE IRA, SEP, or
SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program with at
least $25 million or more in plan assets;

2. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through an insurance company separate account used
to fund annuity contracts;

3. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through a trust institution, bank trust department
or insurance company, or any such institution's broker-dealer
affiliate that is not part of an organization primarily engaged in the
brokerage business. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs
that participate in the Advisor Retirement Connection do not qualify
for this waiver;

4. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through an investment professional sponsored program
that requires the participating employee benefit plan to initially
invest in Class C or Class B shares and, upon meeting certain
criteria, subsequently requires the plan to invest in Class A shares;

5. to shares purchased by a trust institution or bank trust department
for a managed account that is charged an asset-based fee. Employee
benefit plans (except SIMPLE IRA, SEP, and SARSEP plans and plans
covering self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)), 403(b) programs and accounts managed by third
parties do not qualify for this waiver;

6. to shares purchased by a broker-dealer for a managed account that
is charged an asset-based fee. Employee benefit plans (except SIMPLE
IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) and
403(b) programs do not qualify for this waiver;

7. to shares purchased by a registered investment adviser that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do
not qualify for this waiver;

8. to s   hares purchased with proceeds from the sale of front-end
load shares of a non-Advisor mutual fund for an account participating
in the FundSelect by Nationwide progra    m;

9. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC   . A member of the immediate family of a bank trust officer, a
registered representative or other employee of investment
professionals having agreements with FDC, is a spouse of one of those
individuals, an account for which one of those individuals is acting
as custodian for a minor child, and a trust account that is registered
for the sole benefit of a minor child of one of those individuals;
or

10. to shares purchased by the Fidelity Investments Charitable Gift
Fund.

A sales load waiver form must accompany these transactions.

CLASS T SHARES ONLY

1.  to shares purchased for an insurance company separate account used
to fund annuity contracts for employee benefit plans (except SIMPLE
IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or
403(b) programs;

2.  to shares purchased by a trust institution or bank trust
department for a managed account that is charged an asset-based fee.
Accounts managed by third parties do not qualify for this waiver;

3.  to shares purchased by a broker-dealer for a managed account that
is charged an asset-based fee;

4.  to shares purchased by a registered investment adviser that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee;

5. to shares purchased for an employee benefit plan (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program;

6.  to shares purchased for a Fidelity or Fidelity Advisor account
(including purchases by exchange) with the proceeds of a distribution
from (i) an insurance company separate account used to fund annuity
contracts for employee benefit plans, 403(b) programs or plans
covering sole-proprietors (formerly Keogh/H.R. 10 plans) that are
invested in Fidelity Advisor or Fidelity funds or (ii) an employee
benefit plan, 403(b) program or plan covering a sole-proprietor
(formerly Keogh/H.R. 10 plan) that is invested in Fidelity Advisor or
Fidelity funds. (Distributions other than those transferred to an IRA
account must be transferred directly into a Fidelity account.);

7.  to shares purchased for any state, county, or city, or any
governmental instrumentality, department, authority or agency;

8. to shares purchased with redemption proceeds from other mutual fund
complexes on which the investor has paid a front-end or contingent
deferred sales charge    (CDSC)    ;

9. to shares purchased 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 Fidelity International Limited    (FIL)
or their 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;

10.  to shares purchased by a charitable organization (as defined for
purposes of Section 501(c)(3) of the Internal Revenue Code   , but
excluding the Fidelity Investments Charitable Gift Fund    ) investing
$100,000 or more;

11.  to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC   . A member of the immediate family of a bank trust officer, a
registered representative or other employee of investment
professionals having agreements with FDC, is a spouse of one of those
individuals, an account for which one of those individuals is acting
as custodian for a minor child, and a trust account that is registered
for the sole benefit of a minor child of one of those individuals;

12.  to shares purchased for a charitable remainder trust or life
income pool established for the benefit of a charitable organization
(as defined for purposes of Section 501(c)(3) of the Internal Revenue
Code);

13. to shares purchased with distributions of income, principal, and
capital gains from Fidelity Defined Trusts   ; or

14. to shares purchased by the Fidelity Investments Charitable Gift
Fund.

A sales load waiver form must accompany these transactions.

CLASS B AND CLASS C SHARES ONLY

The Class B or Class C CDSC will not apply to the redemption of
shares:

1. For disability or death, provided that the shares are sold within
one year following the death or the initial determination of
disability;

2. That are permitted without penalty at age 70 1/2 pursuant to the
Internal Revenue Code from retirement plans or accounts (other than of
shares purchased on or after February 11, 1999 for Traditional IRAs,
Roth IRAs and Rollover IRAs);

3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs
and Rollover IRAs purchased on or after February 11, 1999;

4. Through the Fidelity Advisor Systematic Withdrawal Program; or

5. (Applicable to Class C only) From an employee benefit plan, 403(b)
program or plan covering a sole-proprietor (formerly Keogh/H.R. 10
plan).

A waiver form must accompany these transactions.

 INSTITUTIONAL CLASS SHARES ONLY

Institutional Class shares are offered to:

1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested in the
Institutional Class of the Advisor funds. In addition, employee
benefit plans, 403(b) programs and plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans) must have at least $50 million in plan
assets;

2. Registered investment adviser managed account programs, provided
the registered investment adviser is not part of an organization
primarily engaged in the brokerage business and the program (i)
charges an asset-based fee and (ii) will have at least $1 million
invested in the Institutional Class of the Advisor funds. In addition,
accounts other than an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly a Keogh/H.R. 10 plan) in the
program must be managed on a discretionary basis;

3. Trust institution and bank trust department managed account
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Accounts managed by third parties are not eligible to purchase
Institutional Class shares;

4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;

5. Current or former Trustees or officers of a Fidelity fund or
current or retired officers, directors, or regular employees of FMR
Corp. or FIL or their direct or indirect subsidiaries (Fidelity
Trustee or employee), spouses of Fidelity Trustees or employees,
Fidelity Trustees or employees acting as a custodian for a minor
child, or persons acting as trustee of a trust for the sole benefit of
the minor child of a Fidelity Trustee or employee; and

6. Insurance company programs for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R. 10
plans) that (i) charge an asset-based fee and (ii) will have at least
$1 million invested in the Institutional Class of the Advisor funds.
Insurance company programs for employee benefit plans, 403(b) programs
and plans covering sole-proprietors (formerly Keogh/H.R. 10 plans)
include such programs offered by a broker-dealer affiliate of an
insurance company, provided that the affiliate is not part of an
organization primarily engaged in the brokerage business.

For purchases made by managed account programs, insurance company
separate accounts or insurance company programs for employee benefit
plans, 403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans), Fidelity reserves the right to waive the
requirement that $1 million be invested in the Institutional Class of
the Advisor funds.

 FOR CLASS A AND CLASS T SHARES ONLY

FINDER'S FEE. For all funds, on eligible purchases of (i) Class A
shares in amounts of $1 million or more that qualify for a Class A
load waiver, (ii) Class A shares in amounts of $25 million or more, or
(iii) Class T shares in amounts of $1 million or more, investment
professionals will be compensated with a fee at the rate of 0.25% of
the purchase amount. Except as provided below, Class A eligible
purchases are the following purchases made through broker-dealers and
banks: an individual trade of $25 million or more; an individual trade
of $1 million or more that is load waived; a trade which brings the
value of the accumulated account(s) of an investor (including an
employee benefit plan (except a SEP or SARSEP plan or a plan covering
self-employed individuals and their employees (formerly a Keogh/H.R.
10 plan)) or 403(b) program) past $25 million; a load waived trade
that brings the value of the accumulated account(s) of an investor
(including an employee benefit plan (except a SEP or SARSEP plan or a
plan covering self-employed individuals and their employees (formerly
a Keogh/H.R. 10 plan)) or 403(b) program) past $1 million; a trade for
an investor with an accumulated account value of $25 million or more;
a load waived trade for an investor with an accumulated account value
of $1 million or more; an incremental trade toward an investor's $25
million "Letter of Intent;" and an incremental load waived trade
toward an investor's $1 million "Letter of Intent." Except as provided
below, Class T eligible purchases are the following purchases made
through broker-dealers and banks: an individual trade of $1 million or
more; a trade which brings the value of the accumulated account(s) of
an investor (including an employee benefit plan (except a SEP or
SARSEP plan or a plan covering self-employed individuals and their
employees (formerly a Keogh/H.R. 10 plan)) or 403(b) program) past $1
million; a trade for an investor with an accumulated account value of
$1 million or more; and an incremental trade toward an investor's $1
million "Letter of Intent."

Shares held by an insurance company separate account will be
aggregated at the client (e.g., the contract holder or plan sponsor)
level, not at the separate account level. Upon request, anyone
claiming eligibility for the 0.25% fee with respect to shares held by
an insurance company separate account must provide FDC access to
records detailing purchases at the client level.

For the purpose of determining the availability of Class A or Class T
finder's fees, purchases of Class A or Class T shares made    (i)
with the proceeds from the redemption of shares of any Fidelity fund
   or (ii) by the Fidelity Investments Charitable Gift Fund,     will
not be considered "eligible purchases."

Except as provided below, any assets on which a finder's fee has been
paid will bear a contingent deferred sales charge (Class A or Class T
CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor Funds, or Daily Money Class shares of Treasury Fund,
Prime Fund or Tax-Exempt Fund, for a period of at least one
uninterrupted year. The Class A or Class T CDSC will be 0.25% of the
lesser of the cost of the Class A or Class T shares, as applicable, at
the initial date of purchase or the value of those Class A or Class T
shares, as applicable, at redemption, not including any reinvested
dividends or capital gains. Class A and Class T shares acquired
through distributions (dividends or capital gains) will not be subject
to a Class A or Class T CDSC. In determining the applicability and
rate of any Class A or Class T CDSC at redemption, Class A or Class T
shares representing reinvested dividends and capital gains will be
redeemed first, followed by those Class A or Class T shares that have
been held for the longest period of time.

Investment professionals must notify FDC in advance of a purchase
eligible for a finder's fee, and may be required to enter into an
agreement with FDC in order to receive the finder's fee.

The Class A or Class T CDSC will not apply to the redemption of
shares:

1. Held by insurance company separate accounts;

2. For plan loans or distributions or exchanges to non-Advisor fund
investment options from employee benefit plans (except shares of
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)
purchased on or after February 11, 1999) and 403(b) programs; or

3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs,
SIMPLE IRAs, SEPs, SARSEPS and plans covering a sole proprietor or
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans).

A waiver form must accompany these transactions.

CLASS A AND CLASS T SHARES ONLY

COMBINED PURCHASE, RIGHTS OF ACCUMULATION AND LETTER OF INTENT
PROGRAMS. The following qualify as an "individual" or "company" for
the purposes of determining eligibility for the Combined Purchase,
Rights of Accumulation or Letter of Intent program: 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 a single fiduciary account or for a
single or parent-subsidiary group of    "    employee benefit
plans   "     (except SEP and SARSEP plans and plans covering
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans)) and 403(b) programs; and tax-exempt organizations (as defined
in Section 501(c)(3) of the Internal Revenue Code).

COMBINED PURCHASE. For your purchases to be aggregated for the purpose
of qualifying for the Combined Purchase program, they must be made on
the same day through one investment professional.

RIGHTS OF ACCUMULATION. The current value of your holdings is
determined at the NAV at the close of business on the day you purchase
the Class A or Class T shares to which the current value of your
holdings will be added. For your purchases and holdings to be
aggregated for the purpose of qualifying for the Rights of
Accumulation program, they must have been made through one investment
professional.

LETTER OF INTENT. You must file your Letter of Intent (Letter) with
Fidelity within 90 days of the start of your purchases toward
completing your Letter. For your purchases to be aggregated for the
purpose of completing your Letter, they must be made through one
investment professional. Your initial purchase toward completing your
Letter must be at least 5% of the total investment specified in your
Letter.    Class A and Class T shares acquired through an employee
benefit plan, a Traditional IRA, a Roth IRA, a rollover IRA, a 403(b)
program, or a plan covering a sole proprietor (formerly Keogh/H.R. 10
plan) will be included for purposes of completing your Letter but may
not be used to meet the initial investment minimum of 5% of the total
investment specified in your Letter.     Fidelity will register Class
A or Class T shares equal to 5% of the total investment specified in
your Letter in your name and will hold those shares in escrow. You
will earn income, dividends and capital gain distributions on escrowed
Class A and Class T shares. The escrow will be released when you
complete your Letter. You are not obligated to complete your Letter.
If you do not complete your Letter,        you    must     pay the
increased front-end sales charges due. If you do not pay the increased
front-end sales charges within    20 days after the date your Letter
expires,     Fidelity will redeem sufficient escrowed Class A or Class
T shares to pay any applicable front-end sales charges. If you
purchase more than the amount specified in your Letter and qualify for
additional Class A or Class T front-end sales charge reductions, the
front-end sales charge will be adjusted to reflect your total purchase
at the end of 13 months and the surplus amount will be applied to your
purchase of additional Class A or Class T shares at the then-current
offering price applicable to the total investment.

ALL CLASSES

   A fund may     make        redemption payments        in whole or
in part in    readily marketable     securities or other property,
valued for this purpose as they are valued in computing each class's
NAV   , if FMR determines it is in the best interests of the fund.
Shareholders    that receive     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.

DISTRIBUTIONS AND TAXES

DIVIDENDS.    Because each fund invests significantly in foreign
securities, corporate shareholders should not expect fund dividends to
qualify for the dividends-received deduction. Short-term capital gains
are taxable as dividends, but do not qualify for the
dividends-received deduction.

CAPITAL GAIN DISTRIBUTIONS. Each fund's long-term capital gain
distributions are federally taxable to shareholders generally as
capital gains.

As of    December 31, 1999, Advisor Strategic Income     had a capital
loss carryforward aggregating approximately $10,864,000. This loss
carryforward, of which $10,864,000        will expire on December 31,
2007 is available to offset future capital gains.

   As of December 31, 1999, Advisor Emerging Markets Income had a
capital loss carryforward aggregating approximately $24,164,000. This
loss carryforward, of which $20,267,000, and $3,897,000 will expire on
December 31, 2006 and December 31, 2007, respectively, is available to
offset future capital gains.

RETURNS OF CAPITAL. If a fund's distributions exceed its taxable
income and capital gains realized during a taxable year, all or a
portion of the distributions made in the same taxable year may be
recharacterized as a return of capital to shareholders. A return of
capital distribution will generally not be taxable, but will reduce
each shareholder's cost basis in the fund and result in a higher
reported capital gain or lower reported capital loss when those shares
on which the distribution was received are sold.

FOREIGN TAX CREDIT OR DEDUCTION. Foreign governments may withhold
taxes on dividends and interest earned by a fund with respect to
foreign securities. Foreign governments may also impose taxes on other
payments or gains with respect to foreign securities. If, at the close
of its fiscal year, more than 50% of a fund's total assets is invested
in securities of foreign issuers, the fund may elect to pass through
eligible foreign taxes paid and thereby allow shareholders to take a
deduction or, if they meet certain holding period requirements with
respect to fund shares, a credit on their individual tax returns.

TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code 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 at the fund level, each fund intends to
distribute substantially all of its net investment income and net
realized capital gains within each calendar year as well as on a
fiscal year basis, and intends to comply with other tax rules
applicable to regulated investment companies.

OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of a fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income
taxes, shareholders may be subject to state and local taxes on fund
distributions, and shares may be subject to state and local personal
property taxes. Investors should consult their tax advisers to
determine whether a fund is suitable to their particular tax
situation.

TRUSTEES AND OFFICERS

The Trustees, Member of the Advisory Board, and executive officers of
the trusts are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The
Trustees are experienced executives who meet periodically throughout
the year to oversee each fund's activities, review contractual
arrangements with companies that provide services to each fund, and
review each fund's performance. 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 Members of the
Advisory Board also serve in similar capacities for other funds
advised by FMR or its affiliates. The business address of each
Trustee, Member of the Advisory Board, and officer who is an
"interested person" (as defined in the 1940 Act) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR.
The business address of all the other Trustees is Fidelity
Investments(registered trademark), P.O. Box 9235, Boston,
Massachusetts 02205-9235. Those Trustees who are "interested persons"
by virtue of their affiliation with either the trust or FMR are
indicated by an asterisk (*).

*EDWARD C. JOHNSON 3d (   69    ), 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 Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.;    and a Director of FDC.     Abigail
Johnson, Member of the Advisory Board of Fidelity Advisor Series II
and Fidelity Advisor Series VIII, is Mr. Johnson's daughter.

ABIGAIL P. JOHNSON (   38    ), Member of the Advisory Board of
Fidelity Advisor Series II and Fidelity Advisor Series VIII (1999), is
Vice President of certain Equity Funds (1997), and is a Director of
FMR Corp. (1994). Before assuming her current responsibilities, Ms.
Johnson managed a number of Fidelity funds. Edward C. Johnson 3d,
Trustee and President of the Funds, is Ms. Johnson's father.

RALPH F. COX (   67    ), Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 1994). Prior to February
1994, he was President of Greenhill Petroleum Corporation (petroleum
exploration and production). Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of    Waste
Management     Inc. (non-hazardous waste, 1993), CH2M Hill Companies
(engineering),        and    Bonneville Pacific (independent power and
petroleum production)    . In addition, he is a member of advisory
boards of Texas A&M University and the University of Texas at Austin.

PHYLLIS BURKE DAVIS (   68    ), Trustee.        Mrs. Davis    is
retired from Avon Products, Inc. where she held various positions
including     Senior Vice President of Corporate Affairs    and Group
Vice President of U.S. sales, distribution, and manufacturing    . She
is currently a Director of BellSouth Corporation (telecommunications),
Eaton Corporation (manufacturing   )    , and the TJX Companies, Inc.
(retail stores), and previously served as a Director of Hallmark
Cards, Inc.   ,     Nabisco Brands, Inc.    and Standard Brands,
Inc    . In addition, she is a member of the    Board of Directors of
the Southampton Hospital in Southampton, N.Y. (1998)    .

ROBERT M. GATES (   56    ), Trustee (1997), is a consultant, author,
and lecturer (1993). Mr. Gates was Director of the Central
Intelligence Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates
served as Assistant to the President of the United States and Deputy
National Security Advisor. Mr. Gates is a Director of        Charles
Stark Draper Laboratory (non-profit), NACCO Industries, Inc. (mining
and manufacturing), and TRW Inc. (   automotive, space, defense, and
information technology    ).    Mr. Gates previously served as a
Director of LucasVarity PLC (automotive components and diesel
engines). He is currently serving as Dean of the George Bush School of
Government and Public Service at Texas A & M University
(1999-2000).     Mr. Gates also is a Trustee of the Forum for
International Policy and of the Endowment Association of the College
of William and Mary. In addition, he is a member of the National
Executive Board of the Boy Scouts of America.

DONALD J. KIRK (   67    ), Trustee, is Executive-in-Residence (1995)
at Columbia University Graduate School of Business   .     From 1987
to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk    previously served
as     a Director of General Re Corporation (reinsurance   ,
1987-1998    ) and    as a Director of     Valuation Research Corp.
(appraisals and valuations, 1993-1995).        He serves as Chairman
of the Board of Directors of National Arts Stabilization Inc.,
Chairman of the Board of Trustees of the Greenwich Hospital
Association, Director of the Yale-New Haven Health Services Corp.
(1998),    Vice Chairman     of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice
Section (1995), and as a Public Governor of the National Association
of Securities Dealers, Inc. (1996).

NED C. LAUTENBACH (55), Trustee (2000), has been a partner of Clayton,
Dubilier & Rice, Inc. (private equity investment firm) since September
1998. Mr. Lautenbach was Senior Vice President of IBM Corporation from
1992 until his retirement in July 1998. From 1993 to 1995 he was
Chairman of IBM World Trade Corporation. He also was a member of IBM's
Corporate Executive Committee from 1994 to July 1998. He is a Director
of PPG Industries Inc. (glass, coating and chemical manufacturer),
Dynatech Corporation (global communications equipment), Eaton
Corporation (global manufacturer of highly engineered products) and
ChoicePoint Inc. (data identification, retrieval, storage, and
analysis).

*PETER S. LYNCH (   56    ), Trustee, is Vice Chairman and Director of
FMR. Prior to May 31, 1990, he was a Director of FMR and Executive
Vice President of FMR (a position he held until March 31, 1991); Vice
President of Fidelity Magellan(registered trademark) 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). 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.

WILLIAM O. McCOY (   66    ), Trustee (1997), is the    Interim
Chancellor for the University of North Carolina at Chapel Hill.
Previously he had served from 1995 through 1998 as     Vice President
of Finance for the University of North Carolina (16-school
system   )    . Prior to his retirement in December 1994, Mr. McCoy
was Vice Chairman of the Board of BellSouth Corporation
(telecommunications, 1984) and President of BellSouth Enterprises
(1986). He is currently a Director of Liberty Corporation (holding
company, 1984),    Duke-Weeks Realty     Corporation        (real
estate, 1994), Carolina Power and Light Company (electric utility,
1996),        the Kenan Transport    Company     (   trucking,
1996)   , and Dynatech Corporation (electronics, 1999)    .
Previously, he was a Director of First American Corporation (bank
holding company, 1979-1996). In addition, Mr. McCoy    served     as a
member of the Board of Visitors for the University of North Carolina
at Chapel Hill (1994   -1998    ) and    currently serves on the Board
of Visitors of     the Kenan-Flager Business School (University of
North Carolina at Chapel Hill, 1988).

GERALD C. McDONOUGH (   71    ), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director    and
Chairman of the Board     of York International Corp. (air
conditioning and refrigeration), Commercial Intertech Corp. (hydraulic
systems, building systems, and metal products, 1992), CUNO, Inc.
(liquid and gas filtration products, 1996), and Associated Estates
Realty Corporation (a real estate investment trust, 1993). Mr.
McDonough served as a Director of ACME-Cleveland Corp. (metal working,
telecommunications, and electronic products) from 1987-1996 and
Brush-Wellman Inc. (metal refining) from 1983-1997.

MARVIN L. MANN (   66    ), Trustee (1993), is Chairman
   Emeritus,     of Lexmark International, Inc. (office machines,
1991)    where he still remains a member of the Board    . Prior to
1991, he held the positions of Vice President of International
Business Machines Corporation ("IBM") and President and General
Manager of various IBM divisions and subsidiaries. Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993), Imation Corp.
(imaging and information storage, 1997).    He is a Board member of
Dynatech Corporation (electronics, 1999).

*ROBERT C. POZEN (   53    ), Trustee (1997) and Senior Vice
President, is also President and a Director of FMR (1997); and
President and a Director of Fidelity Investments Money Management,
Inc. (1998), Fidelity Management & Research (U.K.) Inc. (1997), and
Fidelity Management & Research (Far East) Inc. (1997). Previously, Mr.
Pozen served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.

THOMAS R. WILLIAMS (   71    ), 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    National Life Insurance Company of Vermont and American
Software, Inc. Mr. Williams was previously a Director of     ConAgra,
Inc. (agricultural products), Georgia Power Company (electric
utility),        and    Avado,     Inc. (restaurants   )    .

BART A. GRENIER (   40    ), is Vice President of certain High Income
Bond Funds (1997    through February 29, 2000    ). Mr. Grenier
rejoined Fidelity in August 1997 from DDJ Capital Management, LLC,
where he had served as Managing Director since April 1997. Mr. Grenier
originally joined Fidelity in 1991 as a senior analyst. Mr. Grenier
served as a Director of High-Income Group Research and as Director of
U.S. Equity Research from 1994 to March 1996. He later became Group
Leader of the Income-Growth and Asset Allocation-Income Groups in 1996
and Assistant Equity Division Head in 1997.

   ROBERT A. LAWRENCE (47), is Vice President of certain High Income
Bond Funds (effective March 1, 2000), Vice President of Fidelity Real
Estate High Income Fund (1995) and Fidelity Real Estate High Income
Fund II (1996), Vice President of certain Equity Funds (1997) and
Senior Vice President of FMR (1993).

   KEVIN E. GRANT (39), is Vice President of Fidelity Advisor
Strategic Income (1998), and other funds advised by FMR. Since joining
Fidelity in 1993, Mr. Grant managed a variety of Fidelity funds.

   IAN SPREADBURY (45), is Vice President of Fidelity Advisor
Strategic Income (1999), and other funds advised by FMR. Prior to
joining Fidelity in 1995 as a fund manager and Director of Fixed
Income, Mr. Spreadbury was a senior fund manager for Legal & General
Investment Management LTD.

JOHN H. CARLSON (   49    ), is Vice President of Advisor Emerging
Markets Income (1996), Advisor Strategic Income (1996), and other
funds advised by FMR. Prior to joining Fidelity in 1995, Mr. Carlson
spent three years with Lehman Brothers as executive director of
emerging markets    in London     and senior vice president and head
trader at Lehman's Latin American emerging markets fixed-income desk.

ERIC D. ROITER (   51    ), Secretary (1998), is Vice President (1998)
and General Counsel of FMR (1998)    and Vice President and Clerk of
FDC (1998)    . Prior to joining Fidelity, Mr. Roiter was    with the
law firm of     Debevoise & Plimpton,    as an associate (1981-1984)
and as a partner (1985-1997)    , and served as an Assistant General
Counsel of the U.S. Securities and Exchange Commission (1979-1981).
Mr. Roiter was an Adjunct Member, Faculty of Law, at Columbia
University Law School (1996-1997).

   ROBERT A. DWIGHT (41),Treasurer (2000), is Treasurer of the
Fidelity funds and is an employee of FMR. Prior to becoming Treasurer
of the Fidelity funds, he served as President of Fidelity Accounting
and Custody Services (FACS). Before joining Fidelity, Mr. Dwight was
Senior Vice President of fund accounting operations for The Boston
Company.

   MARIA F. DWYER (41), Deputy Treasurer (2000), is Deputy Treasurer
of the Fidelity funds and is a Vice President (1999) and an employee
(1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director
of Compliance for MFS Investment Management.

MATTHEW N. KARSTETTER (   38    ), Deputy Treasurer (1998), is Deputy
Treasurer of the Fidelity funds and is an employee of FMR (1998).
Before joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at American
Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter
was Vice President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).

JOHN H. COSTELLO (   53    ), Assistant Treasurer, is an employee of
FMR.

The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year    ended December 31, 1999    .

<TABLE>
<CAPTION>
<S>                          <C>                          <C>                          <C>
COMPENSATION TABLE

Trustees and Members of the  Aggregate Compensation from  Aggregate Compensation from  Total Compensation from the
Advisory Board               Advisor Strategic IncomeB    Advisor Emerging Markets     Fund Complex*,A
                                                          IncomeB

Edward C. Johnson 3d**       $ 0                          $ 0                          $ 0

Abigail P. Johnson**         $ 0                          $ 0                          $ 0

Ralph F. Cox                 $ 86                         $ 21                         $ 217,500

Phyllis Burke Davis          $ 83                         $ 21                         $ 211,500

Robert M. Gates              $ 86                         $ 21                         $ 217,500

E. Bradley Jones****         $ 86                         $ 21                         $ 217,500

Donald J. Kirk               $ 86                         $ 21                         $ 217,500

Ned C. Lautenbach***         $ 21                         $ 5                          $ 54,000

Peter S. Lynch**             $ 0                          $ 0                          $ 0

William O. McCoy             $ 85                         $ 21                         $ 214,500

Gerald C. McDonough          $ 106                        $ 26                         $ 269,000

Marvin L. Mann               $ 86                         $ 21                         $ 217,500

Robert C. Pozen**            $ 0                          $ 0                          $ 0

Thomas R. Williams           $ 84                         $ 21                         $ 213,000

</TABLE>

* Information is for the calendar year ended December 31,    1999
    for    236     funds in the complex.

** Interested Trustees of the funds    and     Ms. Johnson are
compensated by FMR.

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

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

A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31,    1999    , the Trustees accrued
required deferred compensation from the funds as follows: Ralph F.
Cox, $   75,000    ; Phyllis Burke Davis, $   75,000    ; Robert M.
Gates, $   75,000    ; E. Bradley Jones, $   75,000    ; Donald J.
Kirk, $   75,000    ; William O. McCoy, $   75,000    ; Gerald C.
McDonough, $   87,500    ; Marvin L. Mann, $   75,000    ; and Thomas
R. Williams, $   75,000    . Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $   53,735    ; William O. McCoy,
$   53,735    ; and Thomas R. Williams, $   62,319    .

B Compensation figures include cash.

Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are subject to vesting and are treated as though equivalent
dollar amounts had been invested in shares of a cross-section of
Fidelity funds including funds in each major investment discipline and
representing a majority of Fidelity's assets under management (the
Reference Funds). The amounts ultimately received by the Trustees
under the Plan will be directly linked to the investment performance
of the Reference Funds. Deferral of fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services
of any Trustee or to pay any particular level of compensation to the
Trustee. A fund may invest in the Reference Funds under the Plan
without shareholder approval.

   As of December 31, 1999, approximately 13.25% of Advisor Strategic
Income's total outstanding shares, and 11.21% of Advisor Emerging
Market Income's total outstanding shares were held by FMR affiliates.
FMR Corp. is the ultimate parent company of these FMR affiliates. By
virtue of their ownership interest in FMR Corp., as described in the
"Control of Investment Advisers" section on page 109, Mr. Edward C.
Johnson 3d, President and Trustee of the funds, and Ms. Abigail P.
Johnson, Member of the Advisory Board of the funds, may be deemed to
be a beneficial owner of these shares. As of the above date, with the
exception of Mr. Johnson 3d's and Ms. Johnson's deemed ownership of
Advisor Strategic Income's and Advisor Emerging Market Income's
shares, the Trustees, Members of the Advisory Board, and officers of
the funds owned, in the aggregate, less than 1% of each fund's total
outstanding shares.

   As of December 31, 1999, the following owned of record or
beneficially 5% or more (up to and including 25%) of each class's
outstanding shares:

   Advisor Emerging Markets Income - Class A: Reliastar Financial
Corp., Minneapolis, MN (11.30%); SunAmerica, New York, NY (5.89%).

   Advisor Emerging Markets Income - Class T: Fidelity Investments,
Boston, MA (17.07%).

   Advisor Emerging Markets Income - Class C: First Union Corp.,
Richmond, VA (9.04%); Legg Mason Wood Walker, Inc., Baltimore, MD
(9.01%); Merrill Lynch, Pierce, Fenner & Smith Inc., Jacksonville, FL
(8.31%); Prudential, New York, NY (7.55%); Prime Financial Services,
Inc., Poughkeepsie, NY (5.01%).

   Advisor Strategic Income - Class A: Fleet Financial Group Inc.,
Boston, MA (10.42%).

   Advisor Strategic Income - Class T: Fidelity Investment Advisor
Group (FIAG), Boston, MA (21.38%); SunAmerica, New York, NY
(5.67%).

   Advisor Strategic Income - Class B: Merrill Lynch, Pierce, Fenner &
Smith Inc., Jacksonville, FL (7.57%).

   Advisor Strategic Income - Class C: Citigroup, Inc., New York, NY
(9.78%); Merrill Lynch, Pierce, Fenner & Smith Inc., Jacksonville, FL
(8.57%).

   Advisor Strategic Income - Institutional Class: Bingham, Dana &
Gould, Boston, MA (13.13%).

CONTROL OF INVESTMENT ADVISERS

FMR Corp., organized in 1972, is the ultimate parent company of FMR,
FIMM, FMR U.K., FMR    Far East, and FMR Co., Inc. (FMR    C). The
voting common stock of FMR Corp. is divided into two classes. Class B
is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the
voting common stock. Class A is held predominantly by non-Johnson
family member employees of FMR Corp. and its affiliates and is
entitled to 51% of the vote on any such matter. The Johnson family
group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the 1940 Act, control of a company is presumed where one individual or
group of individuals owns more than 25% of the voting stock of that
company. Therefore, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the 1940 Act, to form a
controlling group with respect to FMR Corp.

At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.

Fidelity International Limited (FIL), a Bermuda company formed in
1968, is the ultimate parent company of    Fidelity International
Investment Advisors (FIIA), Fidelity Investments Japan Limited (FIJ),
and Fidelity International Investment Advisors (U.K.) Limited
(FIIA(U.K.)L)    . Edward C. 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. FIL
provides investment advisory services to non-U.S. investment companies
and institutional investors investing in securities throughout the
world.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that sets forth all
employees' fiduciary responsibilities regarding the funds, establishes
procedures for personal investing and restricts certain transactions.
For example, all personal trades in most securities require
pre-clearance, and participation in initial public offerings is
prohibited. In addition, restrictions on the timing of personal
investing in relation to trades by Fidelity funds and on short-term
trading have been adopted.

MANAGEMENT CONTRACTS

Each fund has entered into a management contract with FMR, pursuant to
which FMR furnishes investment advisory and other services.

MANAGEMENT SERVICES. Under the terms of its management contract with
each 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 each fund with all necessary office
facilities and personnel for servicing the fund's investments,
compensates all officers of each fund and all Trustees who are
"interested persons" of the trusts or of FMR, and all personnel of
each fund 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 each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal securities laws and
making necessary filings under state securities laws; developing
management and shareholder services for each fund; and furnishing
reports, evaluations and analyses on a variety of subjects to the
Trustees.

MANAGEMENT-RELATED EXPENSES. In addition to the management fee payable
to FMR and the fees payable to the transfer, dividend disbursing, and
shareholder servicing agent, pricing and bookkeeping agent, and    the
costs associated with     securities lending   ,     as applicable,
each fund or each class thereof, as applicable, pays all of its
expenses that are not assumed by those parties. Each fund pays for the
typesetting, printing, and mailing of its proxy materials to
shareholders, legal expenses, and the fees of the custodian, auditor,
and non-interested Trustees. Each fund's management contract further
provides that the fund will pay for typesetting, printing, and mailing
prospectuses, statements of additional information, notices, and
reports to shareholders; however, under the terms of each fund's
transfer agent agreement, the transfer agent bears the costs of
providing these services to existing shareholders of the applicable
classes. Other expenses paid by each 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 securities laws and making necessary
filings under state securities laws. Each fund is also liable for such
non-recurring 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.

MANAGEMENT FEES. For the services of FMR under    each     management
contract, each fund pays FMR a monthly management fee which has two
components: 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.

<TABLE>
<CAPTION>
<S>                   <C>              <C>               <C>
GROUP FEE RATE SCHEDULE                 EFFECTIVE ANNUAL FEE RATES

Average Group Assets  Annualized Rate  Group Net Assets  Effective Annual Fee Rate

 0 - $3 billion       .3700%            $   1 billion    .3700%

 3 - 6                .3400             50               .2188

 6 - 9                .3100             100              .1869

 9 - 12               .2800             150              .1736

 12 - 15              .2500             200              .1652

 15 - 18              .2200             250              .1587

 18 - 21              .2000             300              .1536

 21 - 24              .1900             350              .1494

 24 - 30              .1800             400              .1459

 30 - 36              .1750             450              .1427

 36 - 42              .1700             500              .1399

 42 - 48              .1650             550              .1372

 48 - 66              .1600             600              .1349

 66 - 84              .1550             650              .1328

 84 - 120             .1500             700              .1309

 120 - 156            .1450             750              .1291

 156 - 192            .1400             800              .1275

 192 - 228            .1350             850              .1260

 228 - 264            .1300             900              .1246

 264 - 300            .1275             950              .1233

 300 - 336            .1250             1,000            .1220

 336 - 372            .1225             1,050            .1209

 372 - 408            .1200             1,100            .1197

 408 - 444            .1175             1,150            .1187

 444 - 480            .1150             1,200            .1177

 480 - 516            .1125             1,250            .1167

 516 - 587            .1100             1,300            .1158

 587 - 646            .1080             1,350            .1149

 646 - 711            .1060             1,400            .1141

 711 - 782            .1040

 782 - 860            .1020

 860 - 946            .1000

 946 - 1,041          .0980

 1,041 - 1,145        .0960

 1,145 - 1,260        .0940

 Over  1,260          .0920

</TABLE>

The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $   826     billion of group net assets - the approximate
level for December    1999     - was    0.1267    %, which is the
weighted average of the respective fee rates for each level of group
net assets up to $   826     billion.

The individual fund fee    rates     for    Advisor Strategic Income
and Advisor Emerging Markets Income are     0.45% and 0.55%   ,
respectively    . Based on the average group net assets of the funds
advised by FMR for December    1999    , each fund's annual management
fee rate would be calculated as follows:

<TABLE>
<CAPTION>
<S>                              <C>             <C>  <C>                       <C>  <C>

                                 Group Fee Rate     Individual Fund Fee Rate     Management Fee Rate

Advisor Strategic Income         0.1267%         +  0.45%                     =  0.5767%

Advisor Emerging Markets Income  0.1267%         +  0.55%                     =  0.6767%


</TABLE>

One-twelfth of the management fee rate is applied to each fund's
average net assets for the month, giving a dollar amount which is the
fee for that month.

The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years.

<TABLE>
<CAPTION>
<S>                              <C>                             <C>

Fund                             Fiscal Years Ended December 31  Management Fees Paid to FMR

Advisor Strategic Income         1999                            $ 1,767,669

                                 1998                            $ 1,461,994

                                 1997                            $ 967,126

Advisor Emerging Markets Income  1999                            $ 511,880

                                 1998                            $ 665,704

                                 1997                            $ 822,554


</TABLE>

FMR may, from time to time, voluntarily reimburse all or a portion of
a class's operating expenses (exclusive of interest, taxes,    certain
securities lending costs,     brokerage commissions, and extraordinary
expenses), which is subject to revision or discontinuance. FMR retains
the ability to be repaid for these expense reimbursements in the
amount that expenses fall below the limit prior to the end of the
fiscal year.

Expense reimbursements by FMR will increase a class's returns and
yield, and repayment of the reimbursement by a class will lower its
returns and yield.

SUB-ADVISERS. On behalf of Advisor Strategic Income, FMR has entered
into a sub-advisory agreement with FIMM pursuant to which FIMM    has
primary responsibility for choosing     certain    types of
investments for the fund.

Under the terms of the sub-advisory agreement for Advisor Strategic
Income, FMR pays FIMM fees equal to 50% of the management fee payable
to FMR with respect to that portion of the fund's assets that are
managed by FIMM. The fees paid to FIMM are not reduced by any
voluntary or mandatory expense reimbursements that may be in effect
from time to time.

On behalf of Advisor Strategic Income, for the fiscal year ended
December 31, 1999, FMR paid FIMM a fee of $   883,835.

   On January 1, 2001, FMR will enter into a sub-advisory agreement
with FMRC on behalf of Advisor Emerging Markets Income pursuant to
which FMRC will have primary responsibility for choosing investments
for the fund.

   On January 1, 2001, FMR will enter into a sub-advisory agreement
with FMRC on behalf of Advisor Strategic Income pursuant to which FMRC
will have primary responsibility for choosing certain types of
investments for the fund.

   Under the terms of the sub-advisory agreement for Advisor Emerging
Markets Income, FMR will pay FMRC fees equal to 50% of the management
fee payable to FMR under its management contract with the fund. Under
the terms of the sub-advisory agreement for Advisor Strategic Income,
FMR will pay FMRC fees equal to 50% of the management fee payable to
FMR with respect to that portion of the fund's assets that will be
managed by FMRC. The fees paid to FMRC will not be reduced by any
voluntary or mandatory expense reimbursements that may be in effect
from time to time.

On behalf of Advisor Strategic Income and Advisor Emerging Markets
Income, FMR has entered into sub-advisory agreements with FMR U.K.,
FMR Far East, FIJ, and FIIA. FIIA, in turn, has entered into a
sub-advisory agreement with FIIA(U.K.)L. Pursuant to the sub-advisory
agreements, FMR may receive from the sub-advisers investment
   research and advice on issuers     outside the United States    and
FMR may grant the sub-advisers investment management authority as well
as the authority to buy and sell securities if FMR believes it would
be beneficial to the funds.

On behalf of each fund,    FMR Far East has entered into a
sub-advisory agreement with FIJ pursuant to which FMR Far East may
receive from FIJ investment research and advice relating to Japanese
issuers (and such other Asian issuers as FMR Far East may designate).


For providing non-discretionary investment advice and research
services the sub-advisers are compensated as follows:

(small solid bullet) FMR pays FMR U.K. and FMR Far East fees 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.

(small solid bullet) FMR pays FIIA and FIJ fees equal to 30% of FMR's
monthly management fee with respect to the average net assets held by
the fund for which the sub-adviser has provided FMR with investment
advice and research services.

(small solid bullet) FIIA pays FIIA(U.K.)L a fee equal to 110% of
FIIA(U.K.)L's costs incurred in connection with providing investment
advice and research services.

   (small solid bullet) FMR Far East pays FIJ a fee equal to 100% of
FIJ's costs incurred in connection with providing investment advice
and research services for a fund to FMR Far East.

For providing discretionary investment management and executing
portfolio transactions, the sub-advisers are compensated as follows:

(small solid bullet) FMR pays FMR U.K. and FMR Far East        a fee
equal to 50% of its monthly management fee with respect to the fund's
average net assets managed by the sub-adviser on a discretionary
basis.

   (small solid bullet) FMR pays FIJ and FIIA a fee equal to 57% of
its monthly management fee with respect to the fund's average net
assets managed by the sub-adviser on a discretionary basis.

(small solid bullet) FIIA pays FIIA(U.K.)L a fee equal to 110% of
FIIA(U.K.)L's costs incurred in connection with providing
discretionary investment management services.

For investment advice and research services, no fees were paid to
   FMR U.K., FMR Far East, FIIA, FIIA (U.K.) L, or FIJ     on behalf
of    the funds     for the past three fiscal years.

Cu   rrently, FIIA (U.K.)L is primarily responsible for choosing
certain types of investments for Advisor Strategic Income.

For discretionary investment management and execution of portfolio
transactions, no fees were paid to    FMR U.K., FMR Far East, FIIA,
FIIA (U.K.)L, or FIJ     on behalf of    Advisor Emerging Markets
Income     for the past three fiscal years.

For discretionary investment management and execution of portfolio
transactions, fees paid to    FIIA and FIIA (U.K.)L     on behalf of
   Advisor Strategic Income     for the past three fiscal years are
shown in the table below.

Fiscal Year Ended December 31  FIIA*     FIIA(U.K.)L

Advisor Strategic Income

1999                           $ 99,344  $ 33,170

1998                           $ 0       $ 0

1997                           $ 0       $ 0

* Prior to August 1, 1999, FMR paid FIIA and FIJ a fee equal to 50% of
its monthly management fee with respect to the fund's average net
assets managed by the sub-adviser on a discretionary basis.

DISTRIBUTION SERVICES

Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR. FDC 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 agreements
call for FDC 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 FMR.

Sales charge revenues collected and retained by FDC for the past three
fiscal years are shown in the table below.

<TABLE>
<CAPTION>
<S>                         <C>                <C>                   <C>                     <C>

                                               Sales Charge Revenue                          CDSC Revenue

                            Fiscal Year Ended  Amount Paid  to FDC   Amount Retained by FDC  Amount Paid to FDC

Advisor Strategic Income -  December 31, 1999  $ 74,145              $ 21,005                $ 0
Class A

                            December 31, 1998  $ 97,601              $ 25,922                $ 0

                            December 31, 1997  $ 56,247              $ 9,922                 $ 0

Advisor Strategic Income -  December 31, 1999  $ 175,396             $ 59,061                $ 70
Class T

                            December 31, 1998  $ 269,192             $ 76,233                $ 0

                            December 31, 1997  $ 275,540             $ 77,574                $ 0

Advisor Strategic Income -  December 31, 1999  N/A                   N/A                     $ 253,862
Class B

                            December 31, 1998  N/A                   N/A                     $ 140,845

                            December 31, 1997  N/A                   N/A                     $ 89,199

Advisor Strategic Income -  December 31, 1999  N/A                   N/A                     $ 10,430
Class C

                            December 31, 1998  N/A                   N/A                     $ 9,131

                            December 31, 1997  N/A                   N/A                     $ 0

Advisor Emerging Markets    December 31, 1999  $ 6,995               $ 2,324                 $ 0
Income - Class A

                            December 31, 1998  $ 26,332              $ 8,219                 $ 0

                            December 31, 1997  $ 29,709              $ 6,462                 $ 0

Advisor Emerging Markets    December 31, 1999  $ 27,586              $ 8,961                 $ 4,675
Income - Class T

                            December 31, 1998  $ 61,537              $ 20,587                $ 0

                            December 31, 1997  $ 142,370             $ 30,730                $ 0

Advisor Emerging Markets    December 31, 1999  N/A                   N/A                     $ 64,093
Income - Class B

                            December 31, 1998  N/A                   N/A                     $ 71,458

                            December 31, 1997  N/A                   N/A                     $ 68,657

Advisor Emerging Markets    December 31, 1999  N/A                   N/A                     $ 1,717
Income - Class C

                            December 31, 1998  N/A                   N/A                     $ 2,699

                            December 31, 1997  N/A                   N/A                     $ 0


</TABLE>


<TABLE>
<CAPTION>
<S>                         <C>


                            Amount Retained by FDC

Advisor Strategic Income -  $ 0
Class A

                            $ 0

                            $ 0

Advisor Strategic Income -  $ 70
Class T

                            $ 0

                            $ 0

Advisor Strategic Income -  $ 253,862
Class B

                            $ 140,845

                            $ 89,199

Advisor Strategic Income -  $ 10,430
Class C

                            $ 9,131

                            $ 0

Advisor Emerging Markets    $ 0
Income - Class A

                            $ 0

                            $ 0

Advisor Emerging Markets    $ 4,675
Income - Class T

                            $ 0

                            $ 0

Advisor Emerging Markets    $ 64,093
Income - Class B

                            $ 71,458

                            $ 68,657

Advisor Emerging Markets    $ 1,717
Income - Class C

                            $ 2,699

                            $ 0

</TABLE>

The Trustees have approved Distribution and Service Plans on behalf of
Class A, Class T, Class B, Class C, and Institutional Class    of each
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
primarily intended to result in the sale of shares of the fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow Class A, Class T, Class B,
Class C, and Institutional Class and FMR to incur certain expenses
that might be considered to constitute direct or indirect payment by
the funds of distribution expenses.

Pursuant to the Class A Plan for each fund, FDC is paid a monthly
12b-1 fee at an annual rate of up to 0.40% of Class A's average net
assets determined at the close of business on each day throughout the
month. Currently, the Trustees have approved a monthly 12b-1 fee for
Class A of Advisor Strategic Income and Advisor Emerging Markets
Income at an annual rate of 0.15% of its average net assets. This fee
rate may be increased only when, in the opinion of the Trustees, it is
in the best interests of the shareholders of the applicable class to
do so.

Currently, FDC may reallow to intermediaries (such as banks,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of 12b-1 fees paid by Class A for providing
services intended to result in the sale of Class A shares and/or
shareholder support services.

Pursuant to the Class T Plan for each fund, FDC is paid a monthly
12b-1 fee at an annual rate of up to 0.40% of Class T's average net
assets determined at the close of business on each day throughout the
month. Currently, the Trustees have approved a monthly 12b-1 fee for
Class T of Advisor Strategic Income and Advisor Emerging Markets
Income at an annual rate of 0.25% of its average net assets. This fee
rate may be increased only when, in the opinion of the Trustees, it is
in the best interests of the shareholders of the applicable class to
do so.

Currently, FDC may reallow to intermediaries (such as banks,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of 12b-1 fees paid by Class T for providing
services intended to result in the sale of Class T shares and/or
shareholder support services.

Pursuant to the Class B Plan for each fund, FDC is paid a monthly
12b-1 (distribution) fee at an annual rate of up to 0.75% of Class B's
average net assets determined at the close of business on each day
throughout the month. Currently, the Trustees have approved a monthly
12b-1 (distribution) fee for Class B of Advisor Strategic Income and
Advisor Emerging Markets Income at an annual rate of 0.65% of its
average net assets. This fee rate may be increased only when, in the
opinion of the Trustees, it is in the best interests of the
shareholders of the class to do so.

Pursuant to the Class B Plan for each fund, FDC is also paid a monthly
12b-1 (service) fee at an annual rate of 0.25% of Class B's average
net assets determined at the close of business on each day throughout
the month.

Currently, FDC retains the full amount of 12b-1 (distribution) fees
paid by Class B as compensation for providing services intended to
result in the sale of Class B shares, and FDC may reallow up to the
full amount of 12b-1 (service) fees paid by Class B to intermediaries
(such as banks, broker-dealers and other service-providers) for
providing shareholder support services.

Pursuant to the Class C Plan for each fund, FDC is paid a monthly
12b-1 (distribution) fee at an annual rate of 0.75% of Class C's
average net assets determined at the close of business on each day
throughout the month.

Pursuant to the Class C Plan for each fund, FDC is also paid a monthly
12b-1 (service) fee at an annual rate of 0.25% of Class C's average
net assets determined at the close of business on each day throughout
the month.

Currently and except as provided below, for the first year of
investment, FDC retains the full amount of 12b-1 (distribution) fees
paid by Class C as compensation for providing services intended to
result in the sale of Class C shares and retains the full amount of
12b-1 (service) fees paid by Class C for providing shareholder support
services. Normally, after the first year of investment, FDC may
reallow up to the full amount of 12b-1 (distribution) fees paid by
Class C to intermediaries (such as banks, broker-dealers and other
service-providers) for providing services intended to result in the
sale of Class C shares and may reallow up to the full amount of 12b-1
(service) fees paid by Class C to intermediaries for providing
shareholder support services. For purchases of Class C shares made for
an employee benefit plan, 403(b) program or plan covering a
sole-proprietor (formerly Keogh/H.R. 10 plan) or through reinvestment
of dividends or capital gain distributions, during the first year of
investment and thereafter, FDC may reallow up to the full amount of
12b-1 (distribution) fees paid by such Class C shares to
intermediaries, including its affiliates, for providing services
intended to result in the sale of Class C shares and may reallow up to
the full amount of 12b-1 (service) fees paid by such Class C shares to
intermediaries, including its affiliates, for providing shareholder
support services.

The table below shows the distribution fees paid by Class A for the
fiscal year ended    December 31, 1999    .

CLASS A DISTRIBUTION FEES

<TABLE>
<CAPTION>
<S>                              <C>                <C>                            <C>

                                 Fees Paid to  FDC  Paid by FDC to Intermediaries  Retained by FDC*

Advisor Strategic Income         $ 17,096           $ 17,052                       $ 44

Advisor Emerging Markets Income  $ 3,226            $ 3,186                        $ 40


</TABLE>

* Amounts retained by FDC represent fees paid to FDC but not yet
reallowed to intermediaries as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to
intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.

The table below shows the distribution fees paid by Class T for the
fiscal year ended    December 31, 1999    .

CLASS T DISTRIBUTION FEES

<TABLE>
<CAPTION>
<S>                              <C>               <C>                            <C>

                                 Fees Paid to FDC  Paid by FDC to Intermediaries  Retained by FDC*

Advisor Strategic Income         $ 483,836         $ 480,181                      $ 3,655

Advisor Emerging Markets Income  $ 128,769         $ 106,627                      $ 22,142


</TABLE>

* Amounts retained by FDC represent fees paid to FDC but not yet
reallowed to intermediaries as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to
intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.

The table below shows the distribution and service fees paid by Class
B for the fiscal year ended    December 31, 1999    .

CLASS B DISTRIBUTION AND SERVICE FEES

<TABLE>
<CAPTION>
<S>                              <C>                            <C>                            <C>

                                 Distribution Fees Paid to FDC  Distribution Fees Retained by  Service Fees Paid to FDC
                                                                FDC*

Advisor Strategic Income         $ 528,802                      $ 528,802                      $ 203,385

Advisor Emerging Markets Income  $ 113,968                      $ 113,968                      $ 43,834


</TABLE>


<TABLE>
<CAPTION>
<S>                              <C>                          <C>
                                 Service Fees Paid by FDC to  Service Fees Retained by FDC**
                                 Intermediaries

Advisor Strategic Income         $ 203,199                    $ 186

Advisor Emerging Markets Income  $ 43,808                     $ 26

</TABLE>

   * These amounts are retained by FDC for use in its capacity as
distributor.

** Amounts retained by FDC represent fees paid to FDC but not yet
reallowed to intermediaries as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to
intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.

The table below shows the distribution and service fees paid by Class
C for the fiscal year ended    December 31, 1999    .

CLASS C DISTRIBUTION AND SERVICE FEES

<TABLE>
<CAPTION>
<S>                           <C>                            <C>                            <C>

                              Distribution Fees Paid to FDC  Distribution Fees Paid by FDC  Distribution Fees Retained by
                                                             to Intermediaries              FDC**

Advisor Strategic Income      $ 106,925                      $ 36,486                       $ 70,439

Advisor Emerging Markets
Income                         $ 13,881                       $ 2,809                        $ 11,072


</TABLE>


<TABLE>
<CAPTION>
<S>                              <C>                       <C>                          <C>
                                 Service Fees Paid to FDC  Service Fees Paid by FDC to  Service Fees Retained by FDC*
                                                           Intermediaries

Advisor Strategic Income         $ 35,641                  $ 12,161                     $ 23,480

Advisor Emerging Markets Income  $ 4,628                   $ 937                        $ 3,691

</TABLE>

   * Amounts retained by FDC represent fees paid to FDC but not yet
reallowed to intermediaries as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to
intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.

** These amounts are retained by FDC for use in its capacity as
distributor.

Under each Institutional Class Plan, if the payment of management fees
by the fund to FMR is deemed to be indirect financing by the fund of
the distribution of its shares, such payment is authorized by the
Plan. Each Institutional Class Plan specifically recognizes that FMR
may use its management fee revenue, as well as its past profits or its
other resources, to pay FDC for expenses incurred in connection with
providing services intended to result in the sale of Institutional
Class shares and/or shareholder support services. In addition, each
Institutional Class Plan provides that FMR, directly or through FDC,
may pay intermediaries, such as banks, broker-dealers and other
service-providers, that provide those services. Currently, the Board
of Trustees has authorized such payments for Institutional Class
shares of Advisor Strategic Income and Advisor Emerging Markets
Income.

Under each Class A, Class T, Class B, and Class C Plan, if the payment
of management fees by the fund to FMR is deemed to be indirect
financing by the fund of the distribution of its shares, such payment
is authorized by the Plan. Each Class A, Class T, Class B, and Class C
Plan specifically recognizes that FMR may use its management fee
revenue, as well as its past profits or its other resources, to pay
FDC for expenses incurred in connection with providing services
intended to result in the sale of Class A, Class T, Class B, and Class
C shares and/or shareholder support services, including payments made
to intermediaries that provide those services. Currently, the Board of
Trustees has authorized such payments for Class A, Class T, Class B,
and Class C shares.

Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the applicable class of the fund and its shareholders. In
particular, the Trustees noted that each Institutional Class Plan does
not authorize payments by Institutional Class of the fund other than
those made to FMR under its management contract with the fund. To the
extent that each Plan gives FMR and FDC greater flexibility in
connection with the distribution of Class A, Class T, Class B, and
Class C, and Institutional Class shares, additional sales of fund
shares or stabilization of cash flows may result. Furthermore, certain
shareholder support services may be provided more effectively under
the Plans by local entities with whom shareholders have other
relationships.

Each Class A, Class T, Class B, and Class C Plan does not provide for
specific payments by the applicable class of any of the expenses of
FDC, or obligate FDC or FMR to perform any specific type or level of
distribution activities or incur any specific level of expense in
connection with distribution activities.

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 by the courts or appropriate regulatory agencies, FDC believes
that the Glass-Steagall Act should not preclude a bank from performing
shareholder support services, or servicing and recordkeeping
functions. FDC intends to engage banks only to perform 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 funds 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. 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.

Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.

FDC may compensate intermediaries that satisfy certain criteria
established from time to time by FDC relating to the level or type of
services provided by the intermediary, the sale or expected sale of
significant amounts of shares, or other factors.

TRANSFER AND SERVICE AGENT AGREEMENTS

   Each class of each fund     has entered into a transfer agent
agreement with    Fidelity Investments Institutional Operations
Company, Inc.     (FIIOC) an affiliate of FMR. Under the terms of the
agreements, FIIOC performs transfer agency, dividend disbursing, and
shareholder services for    each class     of each fund.

For providing transfer agency services, FIIOC receives an account fee
and an asset-based fee each paid monthly with respect to each account
in a fund. For retail accounts and certain institutional accounts,
these fees are based on account size and fund type. For certain
institutional retirement accounts, these fees are based on fund type.
For certain other institutional retirement accounts, these fees are
based on account type and fund type. The account fees are subject to
increase based on postage rate changes.

FIIOC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FIIOC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.

Each fund has also entered into a service agent agreement with FSC,
   an affiliate of FMR    . Under the terms of the agreements, FSC
calculates the NAV and dividends for each class of each fund,
maintains each fund's portfolio and general accounting records, and
administers each fund's securities lending program.

For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month.

The annual rates for pricing and bookkeeping services for the funds
are 0.0600% of the first $500 million of average net assets, 0.0440%
of average net assets between $500 million and $3 billion, 0.0021% of
average net assets between $3 billion and $25 billion, and 0.00075% of
average net assets in excess of $25 billion. The fee, not including
reimbursement for out-of-pocket expenses, is limited to a minimum of
$60,000 per year.

Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.

Fund                             1999       1998       1997

Advisor Strategic Income         $ 170,566  $ 101,938  $ 66,910

Advisor Emerging Markets Income  $ 60,633   $ 75,433   $ 91,562

For administering each fund's securities lending program, FSC    is
paid     based on the number and duration of individual securities
loans.

For the fiscal years ended December 31,    1999    ,    1998, and
1997, the funds did not pay FSC for     securities lending   .

DESCRIPTION OF THE TRUSTS

TRUST ORGANIZATION. Advisor Strategic Income is a fund of Fidelity
Advisor Series II, an open-end management investment company organized
as a Massachusetts business trust on April 23, 1986. Advisor Emerging
Markets Income is a fund of Fidelity Advisor Series VIII, an open-end
management investment company organized as a Massachusetts business
trust on September 22, 1983. Currently, there are nine funds in
Fidelity Advisor Series II:    Fidelity     Advisor Government
Investment    Fund    ,    Fidelity     Advisor High Income
   Fund    ,    Fidelity     Advisor High Yield    Fund    ,
   Fidelity     Advisor Intermediate Bond    Fund    ,    Fidelity
Advisor Intermediate Municipal Income    Fund    ,    Fidelity
Advisor Mortgage Securities    Fund    ,    Fidelity     Advisor
Municipal Income    Fund    ,    Fidelity     Advisor Short
Fixed-Income    Fund     and    Fidelity     Advisor Strategic Income
   Fund    . Currently, there are nine funds in Fidelity Advisor
Series VIII:    Fidelity     Advisor Diversified International
   Fund    ,    Fidelity     Advisor Europe Capital Appreciation
   Fund    ,    Fidelity     Advisor Global Equity    Fund    ,
   Fidelity     Advisor International Capital Appreciation
   Fund    ,    Fidelity     Advisor Japan    Fund    ,
   Fidelity     Advisor Latin America    Fund    ,    Fidelity
Advisor Overseas    Fund    ,    Fidelity     Advisor Emerging Asia
   Fund    , and    Fidelity     Advisor Emerging Markets Income
   Fund    . The Trustees are permitted to create additional funds in
the trusts and to create additional classes of the funds.

The assets of each trust received for the issue or sale of shares of
each of its funds and all income, earnings, profits, and proceeds
thereof, subject to the rights of creditors, are allocated to such
fund, and constitute the underlying assets of such fund. The
underlying assets of each fund in a trust shall be charged with the
liabilities and expenses attributable to such fund, except that
liabilities and expenses may be allocated to a particular class. Any
general expenses of the respective trusts shall be allocated between
or among any one or more of its funds or classes.

SHAREHOLDER LIABILITY. Each trust is an entity 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 for Fidelity Advisor Series VIII 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 relating to the trust shall include a provision
limiting the obligations created thereby to the trust and its assets.
The Declaration of Trust for Fidelity Advisor Series II contains an
express disclaimer of shareholder liability for the debts,
liabilities, obligations, and expenses of the trust or fund. The
Declaration of Trust for Fidelity Advisor Series II 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 relating to the trust or to a fund shall include
a provision limiting the obligations created thereby to the trust or
to one or more funds and its or their assets. The Declaration of Trust
for Fidelity Advisor Series II further provides that shareholders of a
fund shall not have a claim on or right to any assets belonging to any
other fund.

Each Declaration of Trust provides for indemnification out of each
fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund solely by reason of
his or her being or having been a shareholder and not because of his
or her acts or omissions or for some other reason. Each 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 a 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. Claims asserted against one class of shares may subject
holders of another class of shares to certain liabilities.

VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you are entitled to one vote for each
dollar of    NAV     you own. The voting rights of shareholders can be
changed only by a shareholder vote. Shares may be voted in the
aggregate, by fund and by class.

The shares have no preemptive or, for Class A, Class T, Class C, and
Institutional Class shares, conversion rights. Shares are fully paid
and nonassessable, except as set forth under the heading "Shareholder
Liability" above.

Fidelity Advisor Series VIII or any of its funds 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 a vote of shareholders of the trust or the fund. In the
event of the dissolution or liquidation of the trust, shareholders of
each of its funds are entitled to receive the underlying assets of
such fund available for distribution. In the event of the dissolution
or liquidation of a fund, shareholders of that fund are entitled to
receive the underlying assets of the fund available for distribution.

Fidelity Advisor Series II or any of its funds may be terminated upon
the sale of its assets to, or merger with, another open-end management
investment company or series thereof, or upon liquidation and
distribution of its assets. Generally, the merger of a trust or a fund
with another entity or the sale of substantially all of the assets of
a trust or a fund to another entity requires approval by a vote of
shareholders of the trust or the fund. The Trustees may, however,
reorganize or terminate the trust or any of its funds without prior
shareholder approval. In the event of the dissolution or liquidation
of a trust, shareholders of each of its funds are entitled to receive
the underlying assets of such fund available for distribution. In the
event of the dissolution or liquidation of a fund, shareholders of
that fund are entitled to receive the underlying assets of the fund
available for distribution.

 CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of Advisor Strategic Income. The
Chase Manhattan Bank,    1 Chase Manhattan Plaza, New York,     New
York, is custodian of the assets of Advisor Emerging Markets Income.
Each custodian is responsible for the safekeeping of a fund's assets
and the appointment of    any     subcustodian banks and clearing
agencies. The Bank of New York and The Chase Manhattan Bank, each
headquartered in New York, also may serve as special purpose
custodians of certain assets in connection with repurchase agreement
transactions.

FMR, its officers and directors, its affiliated companies, and members
of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain
funds advised by FMR. Transactions that have occurred to date include
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. Deloitte & Touche LLP, 200 Berkeley Street, Boston,
Massachusetts, serves as independent accountant for Advisor Strategic
Income. The auditor examines financial statements for the fund and
provides other audit, tax, and related services.

PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts,
serves as independent accountant for Advisor Emerging Markets Income.
The auditor examines financial statements for the fund and provides
other audit, tax, and related services.

FINANCIAL STATEMENTS

Each fund's financial statements and financial highlights for the
fiscal year ended December 31,    1999    , and report of the auditor,
are included in the fund's annual report and are incorporated herein
by reference.

APPENDIX

Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity
Investments, and Magellan are registered trademarks of FMR Corp.

THE THIRD PARTY MARKS APPEARING ABOVE ARE THE MARKS OF THEIR
RESPECTIVE OWNERS.

PART C.  OTHER INFORMATION

Item 23. Exhibits

 (a)  (1) Amended and Restated Declaration of Trust, dated October 1,
1986, is incorporated herein by reference to Exhibit 1(a) of
Post-Effective Amendment No. 37.

        (2) Supplement to the Declaration of Trust, dated November 29,
1990, is incorporated herein by reference to Exhibit 1(b) of
Post-Effective Amendment No. 37.

        (3) Supplement to the Declaration of Trust, dated July 15,
1993, is incorporated herein by reference to Exhibit 1(c) of
Post-Effective Amendment No. 37.

        (4) Supplement to the Declaration of Trust, dated July 17,
1997, is incorporated herein by reference to Exhibit 1(b) of
Post-Effective Amendment No. 45.

 (b) Bylaws of the Trust, as amended and dated May 19, 1994, are
incorporated herein by reference to Exhibit 2(a) of Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.

 (c) Not applicable.

 (d)  (1) Management Contract between Fidelity Advisor Diversified
International Fund and Fidelity Management & Research Company, dated
November 19, 1998, is incorporated herein by reference to Exhibit 5(s)
of Post-Effective Amendment No. 51.

        (2) Management Contract between Fidelity Advisor Emerging Asia
Fund and Fidelity Management & Research Company, dated January 14,
1999, is incorporated herein by reference to Exhibit (d)(2) of
Post-Effective Amendment No. 54.

        (3) Management Contract between Fidelity Advisor Emerging
Markets Income Fund and Fidelity Management & Research Company, dated
July 1, 1997, is incorporated herein by reference to Exhibit 5(b) of
Post-Effective Amendment No. 45.

        (4) Management Contract between Fidelity Advisor Europe
Capital Appreciation Fund and Fidelity Management & Research Company,
dated November 19, 1998, is incorporated herein by reference to
Exhibit 5(ee) of Post-Effective Amendment No. 51.

        (5) Management Contract between Fidelity Advisor Global Equity
Fund and Fidelity Management & Research Company, dated November 19,
1998, is incorporated herein by reference to Exhibit 5(y) of
Post-Effective Amendment No. 51.

        (6) Management Contract between Fidelity Advisor International
Capital Appreciation Fund and Fidelity Management & Research Company,
dated October 16, 1997, is incorporated herein by reference to Exhibit
5(j) of Post-Effective Amendment No. 47.

        (7) Management Contract between Fidelity Advisor Japan Fund
and Fidelity Management & Research Company, dated November 19, 1998,
is incorporated herein by reference to Exhibit 5(jj) of Post-Effective
Amendment No. 51.

        (8) Management Contract between Fidelity Advisor Latin America
Fund and Fidelity Management & Research Company, dated November 19,
1998, is incorporated herein by reference to Exhibit 5(pp) of
Post-Effective Amendment No. 51.

        (9) Management Contract between Fidelity Advisor Overseas Fund
and Fidelity Management & Research Company, dated October 31, 1997, is
incorporated herein by reference to Exhibit 5(p) of Post-Effective
Amendment No. 46.

       (10) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Diversified
International Fund, and Fidelity Management & Research (U.K.) Inc.,
dated November 19, 1998, is incorporated herein by reference to
Exhibit 5(t) of Post-Effective Amendment No. 51.

        (11) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Diversified
International Fund, and Fidelity Management & Research (Far East)
Inc., dated November 19, 1998, is incorporated herein by reference to
Exhibit 5(u) of Post-Effective Amendment No. 51.

       (12) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Diversified
International Fund, and Fidelity International Investment Advisors,
dated August 1, 1999, is incorporated herein by reference to Exhibit
(d)(12) of Post-Effective Amendment No. 55.

       (13) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors, on behalf of Fidelity Advisor Diversified
International Fund, dated November 19, 1998, is incorporated herein by
reference to Exhibit (d)(13) of Post-Effective Amendment No. 53.

       (14) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Diversified
International Fund, and Fidelity Investments Japan Limited, dated
August 1, 1999, is incorporated herein by reference to Exhibit (d)(14)
of Post-Effective Amendment No. 55.

       (15) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging Asia Fund,
and Fidelity Management & Research (U.K.) Inc., dated January 14,
1999, is incorporated herein by reference to Exhibit (d)(15) of
Post-Effective Amendment No. 54.

       (16) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging Asia Fund,
and Fidelity Management & Research (Far East) Inc., dated January 14,
1999, is incorporated herein by reference to Exhibit (d)(16) of
Post-Effective Amendment No. 54.

       (17) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging Asia Fund,
and Fidelity International Investment Advisors, dated August 1, 1999,
is incorporated herein by reference to Exhibit (d)(17) of
Post-Effective Amendment No. 55.

       (18) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors, on behalf of Fidelity Advisor Emerging Asia Fund,
dated January 14, 1999, is incorporated herein by reference to Exhibit
(d)(18) of Post-Effective Amendment No. 54.

       (19) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging Asia Fund,
and Fidelity Investments Japan Limited, dated August 1, 1999, is
incorporated herein by reference to Exhibit (d)(19) of Post-Effective
Amendment No. 55.

       (20) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging Markets
Income Fund, and Fidelity Management and Research (U.K.) Inc., dated
January 20, 1994, is incorporated herein by reference to Exhibit 5(e)
of Post-Effective Amendment No. 32.

       (21) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging Markets
Income Fund, and Fidelity Management and Research (Far East) Inc.,
dated January 20, 1994, is incorporated herein by reference to Exhibit
5(f) of Post-Effective Amendment No. 32.

       (22) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging Markets
Income Fund, and Fidelity International Investment Advisors, dated
August 1, 1999, is incorporated herein by reference to Exhibit (d)(22)
of Post-Effective Amendment No. 55.

       (23) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors, on behalf of Fidelity Advisor Emerging Markets
Income Fund, dated January 20, 1994, is incorporated herein by
reference to Exhibit 5(g) of Post-Effective Amendment No. 32.

       (24) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging Markets
Income Fund, and Fidelity Investments Japan Limited, dated August 1,
1999, is incorporated herein by reference to Exhibit (d)(24) of
Post-Effective Amendment No. 55.

       (25) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Europe Capital
Appreciation Fund, and Fidelity Management & Research (U.K.) Inc.,
dated November 19, 1998, is incorporated herein by reference to
Exhibit 5(ff) of Post-Effective Amendment No. 51.

       (26) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Europe Capital
Appreciation Fund, and Fidelity Management & Research (Far East) Inc.,
dated November 19, 1998, is incorporated herein by reference to
Exhibit 5(gg) of Post-Effective Amendment No. 51.

       (27) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Europe Capital
Appreciation Fund, and Fidelity International Investment Advisors,
dated August 1, 1999, is incorporated herein by reference to Exhibit
(d)(27) of Post-Effective Amendment No. 55.

       (28) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors, on behalf of Fidelity Advisor Europe Capital
Appreciation Fund, dated November 19, 1998, is incorporated herein by
reference to Exhibit (d)(28) of Post-Effective Amendment No. 53.

       (29) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Global Equity Fund,
and Fidelity Management & Research (U.K.) Inc., dated November 19,
1998, is incorporated herein by reference to Exhibit 5(z) of
Post-Effective Amendment No. 51.

       (30) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Global Equity Fund,
and Fidelity Management & Research (Far East) Inc., dated November 19,
1998, is incorporated herein by reference to Exhibit 5(aa) of
Post-Effective Amendment No. 51.

       (31) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Global Equity Fund,
and Fidelity International Investment Advisors, dated August 1, 1999,
is incorporated herein by reference to Exhibit (d)(31) of
Post-Effective Amendment No. 55.

       (32) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors, on behalf of Fidelity Advisor Global Equity Fund,
dated November 19, 1998, is incorporated herein by reference to
Exhibit (d)(32) of Post-Effective Amendment No. 53.

       (33) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Global Equity Fund,
and Fidelity Investments Japan Limited, dated August 1, 1999, is
incorporated herein by reference to Exhibit (d)(33) of Post-Effective
Amendment No. 55.

       (34) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor International Capital
Appreciation Fund, and Fidelity Management & Research (U.K.) Inc.,
dated October 16, 1997, is incorporated herein by reference to Exhibit
5(k) of Post-Effective Amendment No. 47.

       (35) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor International Capital
Appreciation Fund, and Fidelity Management & Research (Far East) Inc.,
dated October 16, 1997, is incorporated herein by reference to Exhibit
5(l) of Post-Effective Amendment No. 47.

       (36) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor International Capital
Appreciation Fund, and Fidelity International Investment Advisors,
dated August 1, 1999, is incorporated herein by reference to Exhibit
(d)(36) of Post-Effective Amendment No. 55.

       (37) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors, on behalf of Fidelity Advisor International
Capital Appreciation Fund, dated October 16, 1997, is incorporated
herein by reference to Exhibit 5(k) of Post-Effective Amendment No.
48.

       (38) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor International Capital
Appreciation Fund, and Fidelity Investments Japan Limited, dated
August 1, 1999, is incorporated herein by reference to Exhibit (d)(38)
of Post-Effective Amendment No. 55.

       (39) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Japan Fund, and
Fidelity Management & Research (U.K.) Inc., dated November 19, 1998,
is incorporated herein by reference to Exhibit 5(kk) of Post-Effective
Amendment No. 51.

      (40) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Japan Fund, and
Fidelity Management & Research (Far East) Inc., dated November 19,
1998, is incorporated herein by reference to Exhibit 5(ll) of
Post-Effective Amendment No. 51.

      (41) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Japan Fund, and
Fidelity International Investment Advisors, dated August 1, 1999, is
incorporated herein by reference to Exhibit (d)(41) of Post-Effective
Amendment No. 55.

      (42) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors, on behalf of Fidelity Advisor Japan Fund, dated
November 19, 1998, is incorporated herein by reference to Exhibit
(d)(42) of Post-Effective Amendment No. 53.

      (43) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Japan Fund, and
Fidelity Investments Japan Limited, dated August 1, 1999, is
incorporated herein by reference to Exhibit (d)(43) of Post-Effective
Amendment No. 55.

      (44) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Latin America Fund,
and Fidelity Management & Research (U.K.) Inc., dated November 19,
1998, is incorporated herein by reference to Exhibit 5(qq) of
Post-Effective Amendment No. 51.

       (45) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Latin America Fund,
and Fidelity Management & Research (Far East) Inc., dated November 19,
1998, is incorporated herein by reference to Exhibit 5(rr) of
Post-Effective Amendment No. 51.

       (46) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Latin America Fund,
and Fidelity International Investment Advisors, dated August 1, 1999,
is incorporated herein by reference to Exhibit (d)(46) of
Post-Effective Amendment No. 55.

       (47) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors, on behalf of Fidelity Advisor Latin America Fund,
dated November 19, 1998, is incorporated herein by reference to
Exhibit (d)(47) of Post-Effective Amendment No. 53.

      (48) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Overseas Fund, and
Fidelity Management & Research (U.K.) Inc., dated October 31, 1997, is
incorporated herein by reference to Exhibit 5(q) of Post-Effective
Amendment No. 46.

      (49) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Overseas Fund, and
Fidelity Management & Research (Far East) Inc., dated October 31,
1997, is incorporated herein by reference to Exhibit 5(r) of
Post-Effective Amendment No. 46.

       (50) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Overseas Fund, and
Fidelity International Investment Advisors, dated August 1, 1999, is
incorporated herein by reference to Exhibit (d)(50) of Post-Effective
Amendment No. 55.

       (51) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity International
Investment Advisors, on behalf of Fidelity Advisor Overseas Fund,
dated October 31, 1997, is incorporated herein by reference to Exhibit
5(s) of Post-Effective Amendment No. 47.

       (52) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Overseas Fund, and
Fidelity Investments Japan Limited, dated August 1, 1999, is
incorporated herein by reference to Exhibit (d)(52) of Post-Effective
Amendment No. 55.

       (53) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on behalf of
Fidelity Advisor Diversified International Fund, dated January 1,
2000, is filed herein as Exhibit d(53).

       (54) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on behalf of
Fidelity Advisor Emerging Asia Fund, dated January 1, 2000, is filed
herein as Exhibit d(54).

       (55) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on behalf of
Fidelity Advisor Emerging Markets Income Fund, dated January 1, 2000,
is filed herein as Exhibit d(55).

       (56) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on behalf of
Fidelity Advisor Europe Capital Appreciation Fund, dated January 1,
2000, is filed herein as Exhibit d(56).

       (57) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on behalf of
Fidelity Advisor Global Equity Fund, dated January 1, 2000, is filed
herein as Exhibit d(57).

       (58) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on behalf of
Fidelity Advisor International Capital Appreciation Fund, dated
January 1, 2000, is filed herein as Exhibit d(58).

       (59) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on behalf of
Fidelity Advisor Japan Fund, dated January 1, 2000, is filed herein as
Exhibit d(59).

       (60) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on behalf of
Fidelity Advisor Latin America Fund, dated January 1, 2000, is filed
herein as Exhibit d(60).

       (61) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on behalf of
Fidelity Advisor Overseas Fund, dated January 1, 2000, is filed herein
as Exhibit d(61).

       (62) Form of Sub-Advisory Agreement between Fidelity Management
& Research Company, on behalf of Fidelity Advisor Diversified
International Fund, and FMR Co., Inc., is filed herein as Exhibit
d(62).

       (63) Form of Sub-Advisory Agreement between Fidelity Management
& Research Company, on behalf of Fidelity Advisor Emerging Asia Fund,
and FMR Co., Inc., is filed herein as Exhibit d(63).

       (64) Form of Sub-Advisory Agreement between Fidelity Management
& Research Company, on behalf of Fidelity Advisor Emerging Markets
Income Fund, and FMR Co., Inc., is filed herein as Exhibit d(64).

       (65) Form of Sub-Advisory Agreement between Fidelity Management
& Research Company, on behalf of Fidelity Advisor Europe Capital
Appreciation Fund, and FMR Co., Inc., is filed herein as Exhibit
d(65).

       (66) Form of Sub-Advisory Agreement between Fidelity Management
& Research Company, on behalf of Fidelity Advisor Global Equity Fund,
and FMR Co., Inc., is filed herein as Exhibit d(66).

       (67) Form of Sub-Advisory Agreement between Fidelity Management
& Research Company, on behalf of Fidelity Advisor International
Capital Appreciation Fund, and FMR Co., Inc., is filed herein as
Exhibit d(67).

       (68) Form of Sub-Advisory Agreement between Fidelity Management
& Research Company, on behalf of Fidelity Advisor Japan Fund, and FMR
Co., Inc., is filed herein as Exhibit d(68).
       (69) Form of Sub-Advisory Agreement between Fidelity Management
& Research Company, on behalf of Fidelity Advisor Latin America Fund,
and FMR Co., Inc., is filed herein as Exhibit d(69).

       (70) Form of Sub-Advisory Agreement between Fidelity Management
& Research Company, on behalf of Fidelity Advisor Overseas Fund, and
FMR Co., Inc., is filed herein as Exhibit d(70).

 (e)   (1) General Distribution Agreement between Fidelity Advisor
Diversified International Fund and Fidelity Distributors Corporation,
dated November 19, 1998, is incorporated herein by reference to
Exhibit 6(e) of Post-Effective Amendment No. 51.

            (2) General Distribution Agreement between Fidelity
Advisor Emerging Asia Fund and Fidelity Distributors Corporation,
dated January 14, 1999, is incorporated herein by reference to Exhibit
(e)(2) of Post-Effective Amendment No. 54.

            (3) General Distribution Agreement between Fidelity
Advisor Emerging Markets Income Fund and Fidelity Distributors
Corporation, dated January 20, 1994, is incorporated herein by
reference to Exhibit 6(c) of Post-Effective Amendment No. 32.

            (4) Amendments to the General Distribution Agreement
between Fidelity Advisor Series VIII on behalf of Fidelity Advisor
Emerging Markets Income Fund, and Fidelity Distributors Corporation,
dated March 14, 1996 and July 15, 1996, are incorporated herein by
reference to Exhibit 6(a) of Fidelity Court Street Trust's (File No.
2-58774) Post-Effective Amendment No. 61.

            (5) General Distribution Agreement between Fidelity
Advisor Europe Capital Appreciation Fund and Fidelity Distributors
Corporation, dated November 19, 1998, is incorporated herein by
reference to Exhibit 6(g) of Post-Effective Amendment No. 51.

            (6) General Distribution Agreement between Fidelity
Advisor Global Equity Fund and Fidelity Distributors Corporation,
dated November 19, 1998, is incorporated herein by reference to
Exhibit 6(f) of Post-Effective Amendment No. 51.

            (7) General Distribution Agreement between Fidelity
Advisor International Capital Appreciation Fund and Fidelity
Distributors Corporation, dated October 16, 1997, is incorporated
herein by reference to Exhibit 6(e) of Post-Effective Amendment No.
47.

           (8) General Distribution Agreement between Fidelity Advisor
Japan Fund and Fidelity Distributors Corporation, dated November 19,
1998, is incorporated herein by reference to Exhibit 6(h) of
Post-Effective Amendment No. 51.

           (9) General Distribution Agreement between Fidelity Advisor
Latin America Fund and Fidelity Distributors Corporation, dated
November 19, 1998, is incorporated herein by reference to Exhibit 6(i)
of Post-Effective Amendment No. 51.

          (10) General Distribution Agreement between Fidelity Advisor
Overseas Fund and Fidelity Distributors Corporation, dated October 31,
1997, is incorporated herein by reference to Exhibit 6(f) of
Post-Effective Amendment No. 47.

          (11) Form of Bank Agency Agreement (most recently revised
January, 1997) is incorporated herein by reference to Exhibit 6(e) of
Post-Effective Amendment No. 48.

          (12) Form of Selling Dealer Agreement (most recently revised
January, 1997) is incorporated herein by reference to Exhibit 6(f) of
Post-Effective Amendment No. 48.

         (13) Form of Selling Dealer Agreement for Bank-Related
Transactions (most recently revised January, 1997) is incorporated
herein by reference to Exhibit 6(g) of Post-Effective Amendment No.
48.

 (f)   (1) The Fee Deferral Plan for Non-Interested Person Directors
and Trustees of the Fidelity Funds, effective as of September 14, 1995
and amended through November 14, 1996, is incorporated herein by
reference to Exhibit 7(b) of Fidelity Aberdeen Street Trust's (File
No. 33-43529) Post-Effective Amendment No. 19.

 (g)   (1) Custodian Agreement, and Appendix C, dated February 1,
1996, between State Street Bank and Trust Company and Fidelity Advisor
Series VIII on behalf of Fidelity Advisor Diversified International
Fund, Fidelity Advisor Europe Capital Appreciation Fund, Fidelity
Advisor Global Equity Fund, Fidelity Advisor Japan Fund, and Fidelity
Advisor Latin America Fund are incorporated herein by reference to
Exhibit 8(b) of Fidelity Institutional Trust's (File No. 33-15983)
Post-Effective Amendment No. 22.

         (2) Appendix A, dated November 19, 1998, to the Custodian
Agreement, dated February 1, 1996, between State Street Bank and Trust
Company and Fidelity Advisor Series VIII on behalf of Fidelity Advisor
Diversified International Fund, Fidelity Advisor Europe Capital
Appreciation Fund, Fidelity Advisor Global Equity Fund, Fidelity
Advisor Japan Fund, and Fidelity Advisor Latin America Fund is
incorporated herein by reference to Exhibit (g)(2) of Post-Effective
Amendment No. 53.

         (3) Appendix B, dated September 16, 1999, to the Custodian
Agreement, dated February 1, 1996, between State Street Bank and Trust
Company and Fidelity Advisor Series VIII on behalf of Fidelity Advisor
Diversified International Fund, Fidelity Advisor Europe Capital
Appreciation Fund, Fidelity Advisor Global Equity Fund, Fidelity
Advisor Japan Fund, and Fidelity Advisor Latin America Fund is
incorporated herein by reference to Exhibit (g)(11) of Fidelity
Advisor Series I's (File No. 2-84776) Post-Effective Amendment No. 50.

         (4) Addendum, dated October 21, 1996, to the Custodian
Agreement, dated February 1, 1996, between State Street Bank and Trust
Company and Fidelity Advisor Series VIII on behalf of Fidelity Advisor
Diversified International Fund, Fidelity Advisor Europe Capital
Appreciation Fund, Fidelity Advisor Global Equity Fund, Fidelity
Advisor Japan Fund, and Fidelity Advisor Latin America Fund is
incorporated herein by reference to Exhibit (g)(4) of Post-Effective
Amendment No. 54.

         (5) Custodian Agreement and Appendix C, dated August 1, 1994,
between The Chase Manhattan Bank, N.A. and Fidelity Advisor Series
VIII on behalf of Fidelity Advisor Emerging Markets Income Fund and
Fidelity Advisor Overseas Fund are incorporated herein by reference to
Exhibit 8(a) of Fidelity Investment Trust's (File No. 2-90649)
Post-Effective Amendment No. 59.

         (6) Appendix A, dated September 29, 1999, to the Custodian
Agreement, dated August 1, 1994, between The Chase Manhattan Bank,
N.A. and Fidelity Advisor Series VIII on behalf of Fidelity Advisor
Emerging Markets Income Fund and Fidelity Advisor Overseas Fund is
incorporated herein by reference to Exhibit (g)(2) of Fidelity Advisor
Series I's (File No. 2-84776) Post-Effective Amendment No. 50.

         (7) Appendix B, dated June 17, 1999, to the Custodian
Agreement, dated August 1, 1994, between The Chase Manhattan Bank,
N.A. and Fidelity Advisor Series VIII on behalf of Fidelity Advisor
Emerging Markets Income Fund and Fidelity Advisor Overseas Fund is
incorporated herein by reference to Exhibit (g)(3) of Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 102.

         (8) Addendum, dated October 21, 1996, to the Custodian
Agreement, dated August 1, 1994, between the Chase Manhattan Bank,
N.A. and Fidelity Advisor Series VIII on behalf of Fidelity Advisor
Emerging Markets Income Fund and Fidelity Advisor Overseas Fund is
incorporated herein by reference to Exhibit (g)(4) of Fidelity Charles
Street Trust's (File No. 2-73133) Post-Effective Amendment No. 65.

         (9) Custodian Agreement and Appendix C, dated September 1,
1994, between Brown Brothers Harriman & Company and Fidelity Advisor
Series VIII on behalf of Fidelity Advisor International Capital
Appreciation Fund and Fidelity Advisor Emerging Asia Fund are
incorporated herein by reference to Exhibit 8(a) of Fidelity
Commonwealth Trust's (File No. 2-52322) Post-Effective Amendment No.
56.

         (10) Appendix A, dated August 11, 1999, to the Custodian
Agreement, dated September 1, 1994, between Brown Brothers Harriman &
Company and Fidelity Advisor Series VIII on behalf of Fidelity Advisor
International Capital Appreciation Fund and Fidelity Advisor Emerging
Asia Fund is incorporated herein by reference to Exhibit (g)(6) of
Fidelity Advisor Series I's (File No. 2-84776) Post-Effective
Amendment No. 50.

         (11) Appendix B, dated September 16, 1999, to the Custodian
Agreement, dated September 1, 1994, between Brown Brothers Harriman &
Company and Fidelity Advisor Series VIII on behalf of Fidelity Advisor
International Capital Appreciation Fund and Fidelity Advisor Emerging
Asia Fund is incorporated herein by reference to Exhibit (g)(7) of
Fidelity Advisor Series I's (File No. 2-84776) Post-Effective
Amendment No. 50.

         (12) Addendum, dated October 21, 1996, to the Custodian
Agreement, dated September 1, 1994, between Brown Brothers Harriman &
Company and and Fidelity Advisor Series VIII on behalf of Fidelity
Advisor International Capital Appreciation Fund and Fidelity Advisor
Emerging Asia Fund is incorporated herein by reference to Exhibit
(g)(4) of Fidelity Commonwealth Trust's (File No. 2-52322)
Post-Effective Amendment No. 68.

        (13) Fidelity Group Repo Custodian Agreement among The Bank of
New York, J. P. Morgan Securities, Inc., and Fidelity Advisor Series
VIII on behalf of Fidelity Advisor Emerging Markets Income Fund, dated
February 12, 1996, is incorporated herein by reference to Exhibit 8(d)
of Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.

        (14) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and Fidelity Advisor Series VIII on
behalf of Fidelity Advisor Emerging Markets Income Fund, dated
February 12, 1996, is incorporated herein by reference to Exhibit 8(e)
of Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.

        (15) Fidelity Group Repo Custodian Agreement among Chemical
Bank, Greenwich Capital Markets, Inc., and Fidelity Advisor Series
VIII on behalf of Fidelity Advisor Emerging Markets Income Fund, dated
November 13, 1995, is incorporated herein by reference to Exhibit 8(f)
of Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.

        (16) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between Chemical Bank and Fidelity Advisor Series VIII on behalf of
Fidelity Advisor Emerging Markets Income Fund, dated November 13,
1995, is incorporated herein by reference to Exhibit 8(g) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.

        (17) Joint Trading Account Custody Agreement between the The
Bank of New York and Fidelity Advisor Series VIII on behalf of
Fidelity Advisor Emerging Markets Income Fund, dated May 11, 1995, is
incorporated herein by reference to Exhibit 8(h) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.

        (18) First Amendment to Joint Trading Account Custody
Agreement between the The Bank of New York and Fidelity Advisor Series
VIII on behalf of Fidelity Advisor Emerging Markets Income Fund, dated
July 14, 1995, is incorporated herein by reference to Exhibit 8(i) of
Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.

        (19) Forms of Fidelity Group Repo Custodian Agreement and
Schedule 1 among The Bank of New York, J.P. Morgan Securities, Inc.,
and Fidelity Advisor Series VIII on behalf of Fidelity Advisor
Diversified International Fund, Fidelity Advisor Emerging Asia Fund,
Fidelity Advisor Europe Capital Appreciation Fund, Fidelity Advisor
Global Equity Fund, Fidelity Advisor International Capital
Appreciation Fund, Fidelity Advisor Japan Fund, Fidelity Advisor Latin
America Fund, and Fidelity Advisor Overseas Fund are incorporated
herein by reference to Exhibit (g)(15) of Post-Effective Amendment No.
52.

        (20) Forms of Fidelity Group Repo Custodian Agreement and
Schedule 1 among Chemical Bank, Greenwich Capital Markets, Inc., and
Fidelity Advisor Series VIII on behalf of Fidelity Advisor Diversified
International Fund, Fidelity Advisor Emerging Asia Fund, Fidelity
Advisor Europe Capital Appreciation Fund, Fidelity Advisor Global
Equity Fund, Fidelity Advisor International Capital Appreciation Fund,
Fidelity Advisor Japan Fund, Fidelity Advisor Latin America Fund, and
Fidelity Advisor Overseas Fund are incorporated herein by reference to
Exhibit (g)(16) of Post-Effective Amendment No. 52.

        (21) Forms of Joint Trading Account Custody Agreement and
First Amendment to Joint Trading Account Custody Agreement between The
Bank of New York and Fidelity Advisor Series VIII on behalf of
Fidelity Advisor Diversified International Fund, Fidelity Advisor
Emerging Asia Fund, Fidelity Advisor Europe Capital Appreciation Fund,
Fidelity Advisor Global Equity Fund, Fidelity Advisor International
Capital Appreciation Fund, Fidelity Advisor Japan Fund, Fidelity
Advisor Latin America Fund, and Fidelity Advisor Overseas Fund are
incorporated herein by reference to Exhibit (g)(17) of Post-Effective
Amendment No. 52.

 (h)  Not applicable.

 (i)   (1) Legal Opinion of Kirkpatrick & Lockhart LLP for Class A,
Class T, Class B, Class C, and Institutional Class of Fidelity Advisor
Diversified International Fund, Fidelity Advisor Emerging Asia Fund,
Fidelity Advisor Europe Capital Appreciation Fund, Fidelity Advisor
Global Equity Fund, Fidelity Advisor International Capital
Appreciation Fund, Fidelity Advisor Japan Fund, Fidelity Advisor Latin
America Fund, and Fidelity Advisor Overseas Fund, dated December 21,
1999, is incorporated herein by reference to Exhibit i(1) of
Post-Effective Amendment No. 56.

         (2) Legal Opinion of Kirkpatrick & Lockhart LLP for Class A,
Class T, Class B, Class C, and Institutional Class of Fidelity Advisor
Emerging Markets Income Fund, dated February 24, 2000, is filed herein
as    Exhibit i(2).

 (j)   (1) Consent of PricewaterhouseCoopers LLP, dated February 24,
2000, is filed herein as Exhibit j(1).

 (k)  Not applicable.

 (l)  Not applicable.

 (m)  (1) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Diversified International Fund: Class A is
incorporated herein by reference to Exhibit (m)(1) of Post-Effective
Amendment No. 54.

        (2) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Diversified International Fund: Class T is
incorporated herein by reference to Exhibit (m)(2) of Post-Effective
Amendment No. 54.

        (3) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Diversified International Fund: Class B is
incorporated herein by reference to Exhibit (m)(3) of Post-Effective
Amendment No. 54.

        (4) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Diversified International Fund: Class C is
incorporated herein by reference to Exhibit (m)(4) of Post-Effective
Amendment No. 54.

        (5) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Diversified International Fund: Institutional Class
is incorporated herein by reference to Exhibit (m)(5) of
Post-Effective Amendment No. 54.

        (6) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Asia Fund: Class A is incorporated herein by
reference to Exhibit (m)(6) of Post-Effective Amendment No. 54.

        (7) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Asia Fund: Class T is incorporated herein by
reference to Exhibit (m)(7) of Post-Effective Amendment No. 54.

        (8) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Asia Fund: Class B is incorporated herein by
reference to Exhibit (m)(8) of Post-Effective Amendment No. 54.

        (9) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Asia Fund: Class C is incorporated herein by
reference to Exhibit (m)(9) of Post-Effective Amendment No. 54.

      (10) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Asia Fund: Institutional Class is
incorporated herein by reference to Exhibit (m)(10) of Post-Effective
Amendment No. 54.

      (11) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Markets Income Fund: Class A is incorporated
herein by reference to Exhibit (m)(11) of Post-Effective Amendment No.
54.

      (12) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Markets Income Fund: Class T is incorporated
herein by reference to Exhibit (m)(12) of Post-Effective Amendment No.
54.

      (13) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Markets Income Fund: Class B is incorporated
herein by reference to Exhibit (m)(13) of Post-Effective Amendment No.
54.

      (14) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Markets Income Fund: Class C is incorporated
herein by reference to Exhibit (m)(14) of Post-Effective Amendment No.
54.

      (15) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Markets Income Fund: Institutional Class is
incorporated herein by reference to Exhibit (m)(15) of Post-Effective
Amendment No. 54.

      (16) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Europe Capital Appreciation Fund: Class A is
incorporated herein by reference to Exhibit (m)(16) of Post-Effective
Amendment No. 54.

      (17) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Europe Capital Appreciation Fund: Class T is
incorporated herein by reference to Exhibit (m)(17) of Post-Effective
Amendment No. 54.

      (18) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Europe Capital Appreciation Fund: Class B is
incorporated herein by reference to Exhibit (m)(18) of Post-Effective
Amendment No. 54.

      (19) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Europe Capital Appreciation Fund: Class C is
incorporated herein by reference to Exhibit (m)(19) of Post-Effective
Amendment No. 54.

      (20) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Europe Capital Appreciation Fund: Institutional Class
is incorporated herein by reference to Exhibit (m)(20) of
Post-Effective Amendment No. 54.

      (21) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Global Equity Fund: Class A is incorporated herein by
reference to Exhibit (m)(21) of Post-Effective Amendment No. 54.

      (22) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Global Equity Fund: Class T is incorporated herein by
reference to Exhibit (m)(22) of Post-Effective Amendment No. 54.

      (23) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Global Equity Fund: Class B is incorporated herein by
reference to Exhibit (m)(23) of Post-Effective Amendment No. 54.

      (24) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Global Equity Fund: Class C is incorporated herein by
reference to Exhibit (m)(24) of Post-Effective Amendment No. 54.

      (25) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Global Equity Fund: Institutional Class is
incorporated herein by reference to Exhibit (m)(25) of Post-Effective
Amendment No. 54.

      (26) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor International Capital Appreciation Fund: Class A is
incorporated herein by reference to Exhibit (m)(26) of Post-Effective
Amendment No. 54.

      (27) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor International Capital Appreciation Fund: Class T is
incorporated herein by reference to Exhibit (m)(27) of Post-Effective
Amendment No. 54.

      (28) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor International Capital Appreciation Fund: Class B is
incorporated herein by reference to Exhibit (m)(28) of Post-Effective
Amendment No. 54.

      (29) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor International Capital Appreciation Fund: Class C is
incorporated herein by reference to Exhibit (m)(29) of Post-Effective
Amendment No. 54.

      (30) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor International Capital Appreciation Fund:
Institutional Class is incorporated herein by reference to Exhibit
(m)(30) of Post-Effective Amendment No. 54.

      (31) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Japan Fund: Class A is incorporated herein by
reference to Exhibit (m)(31) of Post-Effective Amendment No. 54.

      (32) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Japan Fund: Class T is incorporated herein by
reference to Exhibit (m)(32) of Post-Effective Amendment No. 54.

      (33) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Japan Fund: Class B is incorporated herein by
reference to Exhibit (m)(33) of Post-Effective Amendment No. 54.

      (34) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Japan Fund: Class C is incorporated herein by
reference to Exhibit (m)(34) of Post-Effective Amendment No. 54.

      (35) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Japan Fund: Institutional Class is incorporated
herein by reference to Exhibit (m)(35) of Post-Effective Amendment No.
54.

      (36) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Latin America Fund: Class A is incorporated herein by
reference to Exhibit (m)(36) of Post-Effective Amendment No. 54.

      (37) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Latin America Fund: Class T is incorporated herein by
reference to Exhibit (m)(37) of Post-Effective Amendment No. 54.

      (38) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Latin America Fund: Class B is incorporated herein by
reference to Exhibit (m)(38) of Post-Effective Amendment No. 54.

      (39) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Latin America Fund: Class C is incorporated herein by
reference to Exhibit (m)(39) of Post-Effective Amendment No. 54.

      (40) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Latin America Fund: Institutional Class is
incorporated herein by reference to Exhibit (m)(40) of Post-Effective
Amendment No. 54.

      (41) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Overseas Fund: Class A is incorporated herein by
reference to Exhibit (m)(41) of Post-Effective Amendment No. 54.

      (42) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Overseas Fund: Class T is incorporated herein by
reference to Exhibit (m)(42) of Post-Effective Amendment No. 54.

      (43) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Overseas Fund: Class B is incorporated herein by
reference to Exhibit (m)(43) of Post-Effective Amendment No. 54.

      (44) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Overseas Fund: Class C is incorporated herein by
reference to Exhibit (m)(44) of Post-Effective Amendment No. 54.

      (45) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Overseas Fund: Institutional Class is incorporated
herein by reference to Exhibit (m)(45) of Post-Effective Amendment No.
54.

 (n)  Not applicable.

 (o)  (1) Multiple Class of Shares Plan pursuant to Rule 18f-3, dated
March 19, 1998, is incorporated herein by reference to Exhibit 18(a)
of Post-Effective Amendment No. 49.

        (2) Schedule I, dated August 30, 1999, to Multiple Class of
Shares Plan pursuant to Rule 18f-3, dated March 19, 1998, is
incorporated herein by reference to Exhibit (o)(2) of Post-Effective
Amendment No. 55.

Item 24. Trusts Controlled by or under Common Control with this Trust

 The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management & Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity funds.  Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.

Item 25. 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 Trust 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 or her in connection with any
claim, action, suit or proceeding in which he or she is involved by
virtue of his or her service as a trustee or officer and against any
amount incurred in settlement thereof. Indemnification will not be
provided to a person adjudged by a court or other adjudicatory body to
be liable to the Trust or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of his
or her duties (collectively, "disabling conduct"), or not to have
acted in good faith in the reasonable belief that his or her action
was in the best interest of the Trust. In the event of a settlement,
no indemnification may be provided unless there has been a
determination, as specified in the Declaration of Trust, that the
officer or trustee did not engage in disabling conduct.

 Pursuant to Section 11 of the Distribution Agreement, the Trust
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

 Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC harmless against any
losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:

 (1) any claim, demand, action or suit brought by any person other
than the Registrant, including by a shareholder, which names FIIOC
and/or the Registrant as a party and is not based on and does not
result from FIIOC's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with
FIIOC's performance under the Transfer Agency Agreement; or

 (2) any claim, demand, action or suit (except to the extent
contributed to by FIIOC's willful misfeasance, bad faith or negligence
or reckless disregard of duties) which results from the negligence of
the Registrant, or from FIIOC's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of FIIOC's
acting in reliance upon advice reasonably believed by FIIOC to have
been given by counsel for the Registrant, or as a result of FIIOC's
acting in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.

Item 26. Business and Other Connections of Investment Advisers

 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)

    82 Devonshire Street, Boston, MA 02109

 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.

Edward C. Johnson 3d       Chairman of the Board and
                           Director of FMR; President
                           and Chief Executive Officer
                           of FMR Corp.; Chairman of
                           the Board and Director of
                           FMR Corp., Fidelity
                           Investments Money
                           Management, Inc. (FIMM),
                           Fidelity Management &
                           Research (U.K.) Inc. (FMR
                           U.K.), and Fidelity
                           Management & Research (Far
                           East) Inc. (FMR Far East);
                           Chairman of the Executive
                           Committee of FMR; Chairman
                           and Representative Director
                           of Fidelity Investments
                           Japan Limited (FIJ);
                           President and Trustee of
                           funds advised by FMR.



Robert C. Pozen            President and Director of
                           FMR; Senior Vice President
                           and Trustee of funds advised
                           by FMR; President and
                           Director of FIMM, FMR U.K.,
                           and FMR Far East; Director
                           of Strategic Advisers, Inc.;
                           Previously, General Counsel,
                           Managing Director, and
                           Senior Vice President of FMR
                           Corp.



Peter S. Lynch             Vice Chairman of the Board
                           and Director of FMR.



John Avery                 Vice President of FMR.



Robert Bertelson           Vice President of FMR.



John H. Carlson            Vice President of FMR and of
                           funds advised by FMR.



Robert C. Chow             Vice President of FMR.



Dwight D. Churchill        Senior Vice President of FMR
                           and Vice President of Bond
                           Funds advised by FMR; Vice
                           President of FIMM.



Laura B. Cronin            Vice President of FMR and
                           Treasurer of FMR, FIMM, FMR
                           U.K., and FMR Far East.



Barry Coffman              Vice President of FMR.



Arieh Coll                 Vice President of FMR.



Catherine Collins          Vice President of FMR.



Frederic G. Corneel        Tax Counsel of FMR.



William Danoff             Senior Vice President of FMR
                           and Vice President of funds
                           advised by FMR.



Scott E. DeSano            Vice President of FMR.



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



Walter C. Donovan          Vice President of FMR.



Bettina Doulton            Senior Vice President of FMR
                           and of funds advised by FMR.



Stephen DuFour             Vice President of FMR.



Maria F. Dwyer             Vice President of FMR.



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



William R. Ebsworth        Vice President of FMR.



David Felman               Vice President of FMR.



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



Karen Firestone            Vice President of FMR.



Michael B. Fox             Assistant Treasurer of FMR,
                           FIMM, FMR U.K., and FMR Far
                           East; Vice President and
                           Treasurer of FMR Corp. and
                           Strategic Advisers, Inc.;
                           Vice President of FMR U.K.,
                           FMR Far East, and FIMM.



Gregory Fraser             Vice President of FMR and of
                           a fund advised by FMR.



Jay Freedman               Assistant Clerk of FMR; Clerk
                           of FMR Corp., FMR U.K., FMR
                           Far East, and Strategic
                           Advisers, Inc.; Secretary of
                           FIMM; Vice President Deputy
                           General Counsel FMR Corp.



David L. Glancy            Vice President of FMR and of
                           a fund advised by FMR.



Barry A. Greenfield        Vice President of FMR.



Boyce I. Greer             Senior Vice President of FMR
                           and Vice President of Money
                           Market Funds advised by FMR;
                           Vice President of FIMM.



Bart A. Grenier            Senior Vice President of FMR
                           and Vice President of
                           High-Income Funds advised by
                           FMR.



Robert J. Haber            Vice President of FMR.



Richard C. Habermann       Senior Vice President of FMR
                           and Vice President of funds
                           advised by FMR.



Fred L. Henning Jr.        Senior Vice President of FMR;
                           Senior Vice President of
                           FIMM; Vice President of
                           Fixed-Income Funds advised
                           by FMR.



Bruce T. Herring           Vice President of FMR.



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



Frederick Hoff             Vice President of FMR.



Abigail P. Johnson         Senior Vice President of FMR
                           and Vice President of funds
                           advised by FMR; Director of
                           FMR Corp.; Associate
                           Director and Senior Vice
                           President of Equity Funds
                           advised by FMR.



David B. Jones             Vice President of FMR.



Steven Kaye                Senior Vice President of FMR
                           and of a fund advised by FMR.



Francis V. Knox            Vice President of FMR;
                           Compliance Officer of FMR
                           U.K. and FMR Far East.



Harris Leviton             Vice President of FMR.



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



Richard R. Mace Jr.        Vice President of FMR and of
                           funds advised by FMR.



Shigeki Makino             Vice President of FMR.



Charles A. Mangum          Vice President of FMR and of
                           a fund advised by FMR.



Kevin McCarey              Vice President of FMR and of
                           a fund advised by FMR.



James McDowell             Senior Vice President of FMR.



Neal P. Miller             Vice President of FMR.



Jacques Perold             Vice President of FMR.



Stephen Petersen           Senior Vice President of FMR.



Alan Radlo                 Vice President of FMR.



Eric D. Roiter             Vice President, General
                           Counsel, and Clerk of FMR
                           and Secretary of funds
                           advised by FMR.



Lee H. Sandwen             Vice President of FMR.



Patricia A. Satterthwaite  Vice President of FMR and of
                           a fund advised by FMR.



Fergus Shiel               Vice President of FMR.



Richard A. Silver          Vice President of FMR.



Carol A. Smith-Fachetti    Vice President of FMR.



Steven J. Snider           Vice President of FMR and of
                           funds advised by FMR.



Thomas T. Soviero          Vice President of FMR and of
                           a fund advised by FMR.



Richard Spillane           Senior Vice President of FMR;
                           Associate Director and
                           Senior Vice President of
                           Equity Funds advised by FMR;
                           Previously, Senior Vice
                           President and Director of
                           Operations and Compliance of
                           FMR U.K.



Thomas M. Sprague          Vice President of FMR and of
                           a fund advised by FMR.



Robert E. Stansky          Senior Vice President of FMR
                           and Vice President of a fund
                           advised by FMR.



Scott D. Stewart           Vice President of FMR.



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



Yoko Tilley                Vice President of FMR.



Joel C. Tillinghast        Vice President of FMR and of
                           a fund advised by FMR.



Robert Tuckett             Vice President of FMR.



Jennifer Uhrig             Vice President of FMR and of
                           funds advised by FMR.



George A. Vanderheiden     Senior Vice President of FMR
                           and Vice President of funds
                           advised by FMR; Director of
                           FMR Corp.



Jason Weiner               Vice President of FMR.



Steven S. Wymer            Vice President of FMR and of
                           a fund advised by FMR.





(2)  FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)

       25 Lovat Lane, London, EC3R 8LL, England

 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.

Edward C. Johnson 3d    Chairman of the Board and
                        Director of FMR U.K., FMR,
                        FMR Corp., FIMM, and FMR Far
                        East; President and Chief
                        Executive Officer of FMR
                        Corp.; Chairman of the
                        Executive Committee of FMR;
                        Chairman and Representative
                        Director of Fidelity
                        Investments Japan Limited
                        (FIJ); President and Trustee
                        of funds advised by FMR.



Robert C. Pozen         President and Director of FMR
                        U.K.; Senior Vice President
                        and Trustee of funds advised
                        by FMR; President and
                        Director of FIMM, FMR, and
                        FMR Far East; Director of
                        Strategic Advisers, Inc.;
                        Previously, General Counsel,
                        Managing Director, and
                        Senior Vice President of FMR
                        Corp.



Laura B. Cronin         Treasurer of FMR U.K., FMR
                        Far East, FMR, and FIMM and
                        Vice President of FMR.



Michael B. Fox          Assistant Treasurer of FMR
                        U.K., FMR, FMR Far East, and
                        FIMM; Vice President of FMR
                        U.K., FMR Far East, and
                        FIMM; Vice President and
                        Treasurer of FMR Corp. and
                        Strategic Advisers, Inc.



Simon Fraser            Senior Vice President of FMR
                        U.K. and Director and
                        President of FIIA.



Jay Freedman            Clerk of FMR U.K., FMR Far
                        East, FMR Corp., and
                        Strategic Advisers, Inc.;
                        Assistant Clerk of FMR;
                        Secretary of FIMM; Vice
                        President Deputy General
                        Counsel FMR Corp.



Susan Englander Hislop  Assistant Clerk of FMR U.K.,
                        FMR Far East, and Strategic
                        Advisers, Inc.; Assistant
                        Secretary of FIMM.



Francis V. Knox         Compliance Officer of FMR
                        U.K. and FMR Far East; Vice
                        President of FMR.

(3)  FIDELITY MANAGEMENT & RESEARCH (Far East) INC. (FMR Far East)

      Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105,
Japan

 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.

Edward C. Johnson 3d    Chairman of the Board and
                        Director of FMR Far East,
                        FMR, FMR Corp., FIMM, and
                        FMR U.K.; Chairman of the
                        Executive Committee of FMR;
                        President and Chief
                        Executive Officer of FMR
                        Corp.; Chairman and
                        Representative Director of
                        Fidelity Investments Japan
                        Limited (FIJ); President and
                        Trustee of funds advised by
                        FMR.



Robert C. Pozen         President and Director of FMR
                        Far East; Senior Vice
                        President and Trustee of
                        funds advised by FMR;
                        President and Director of
                        FIMM, FMR U.K., and FMR;
                        Director of Strategic
                        Advisers, Inc.; Previously,
                        General Counsel, Managing
                        Director, and Senior Vice
                        President of FMR Corp.



Robert H. Auld          Senior Vice President of FMR
                        Far East.



Laura B. Cronin         Treasurer of FMR Far East,
                        FMR U.K., FMR, and FIMM and
                        Vice President of FMR.



Michael B. Fox          Assistant Treasurer of FMR
                        Far East, FMR, FMR U.K., and
                        FIMM; Vice President of FMR
                        Far East and FMR U.K.; Vice
                        President and Treasurer of
                        FMR Corp. and Strategic
                        Advisers, Inc.



Francis V. Knox         Compliance Officer of FMR Far
                        East and FMR U.K.; Vice
                        President of FMR.



Jay Freedman            Clerk of FMR Far East, FMR
                        U.K., FMR Corp., and
                        Strategic Advisers, Inc.;
                        Assistant Clerk of FMR;
                        Secretary of FIMM; Vice
                        President Deputy General
                        Counsel FMR Corp.



Susan Englander Hislop  Assistant Clerk of FMR Far
                        East, FMR U.K., and
                        Strategic Advisers, Inc.;
                        Assistant Secretary of FIMM.



Billy Wilder            Vice President of FMR Far
                        East; President and
                        Representative Director of
                        FIJ.





(4)  FIDELITY INTERNATIONAL INVESTMENT ADVISORS (FIIA)

      Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda
 The directors and officers of FIIA have held, during the past two
fiscal years, the following positions of a substantial nature.

Anthony J. Bolton     Director of FIIA, Fidelity
                      International Investment
                      Advisors (U.K.) Limited
                      (FIIA(U.K.)L), Fidelity
                      Investment Management
                      Limited (FIML (U.K.)),
                      Fidelity Investment Services
                      Limited (FISL (U.K.)), and
                      Fidelity Investments
                      International (FII).



Simon Fraser          Director and President of
                      FIIA and Senior Vice
                      President of FMR U.K.



Richard Ford          Vice President of FIIA.



Simon Haslam          Director and Chief Financial
                      Officer of FIIA, FISL
                      (U.K.), and FII; Director
                      and Secretary of
                      FIIA(U.K.)L; Previously,
                      Chief Financial Officer of
                      FIL; Company Secretary of
                      Fidelity Investments Group
                      of Companies (U.K.);
                      Director of FIJ.



David J. Saul         Director of FIIA; Previously,
                      President of FIIA, Director
                      of Fidelity International
                      Limited, and numerous
                      companies and funds in the
                      FIL group.



Keith Ferguson        Director of FIIA.



Richard Horlick       Director of FIIA.



K.C. Lee              Director of FIIA and Fidelity
                      Investments Management (Hong
                      Kong) Limited.



Frank Mutch           Director of FIIA.



Peter Phillips        Director of FIIA and Fidelity
                      Investments Management (Hong
                      Kong) Limited.



Matthew Heath         Secretary of FIIA.



Terrence V. Richards  Assistant Secretary of FIIA.



Rosalie Sheppard      Assistant Secretary of FIIA.




(5)  FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
(FIIA(U.K.)L)

      26 Lovat Lane, London, EC3R 8LL, England

 The directors and officers of FIIA(U.K.)L have held, during the past
two fiscal years, the following positions of a substantial nature.

Anthony J. Bolton  Director of FIIA(U.K.)L,
                   Fidelity International
                   Investment Advisors (FIIA),
                   Fidelity Investment
                   Management Limited (FIML
                   (U.K.)), Fidelity Investment
                   Services Limited (FISL
                   (U.K.)), and Fidelity
                   Investments International
                   (FII).



Pamela Edwards     Director of FIIA(U.K.)L, FISL
                   (U.K.), and FII; Previously,
                   Director of Legal Services
                   for Europe.



Simon Haslam       Director and Secretary of
                   FIIA(U.K.)L; Director and
                   Chief Financial Officer of
                   FIIA, FISL (U.K.), and FII;
                   Previously, Chief Financial
                   Officer of FIL, Company
                   Secretary of Fidelity
                   Investments Group of
                   Companies (U.K.); Director
                   of FIJ.



Sally Walden       Director of FIIA(U.K.)L and
                   FISL (U.K.).



Sally Hinchliffe   Assistant Secretary of
                   FIIA(U.K.)L.




(6)  FIDELITY INVESTMENTS JAPAN LIMITED (FIJ)

      Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105,
Japan

 The directors and officers of FIJ have held, during the past two
fiscal years, the following positions of a substantial nature.

Edward C. Johnson 3d  Chairman and Representative
                      Director of FIJ; Chairman of
                      the Board and Director of
                      FMR Far East, FMR, FMR
                      Corp., FMR U.K., and FIMM;
                      Chairman of the Executive
                      Committee of FMR; President
                      and Chief Executive Officer
                      of FMR Corp.; President and
                      Trustee of funds advised by
                      FMR.



Yasuo Kuramoto        Vice Chairman and
                      Representative Director of
                      FIJ.



Billy Wilder          President and Representative
                      Director of FIJ; Vice
                      President of FMR Far East.



Noboru Kawai          Director and General Manager
                      of Administration of FIJ.



Tetsuzo Nishimura     Director and Vice President
                      of Wholesales/  Broker
                      Distribution of FIJ.



Hiroshi Yamashita     Senior Managing Director of
                      FIJ.



Yasushi Murofushi     Statutory Auditor of FIJ.



Takeshi Okazaki       Director and Head of
                      Institutional Sales of FIJ.



Simon Haslam          Director of FIJ; Director and
                      Chief Financial Officer of
                      FIIA, FISL (U.K.), and FII;
                      Director and Secretary of
                      FIIA(U.K.)L; Previously,
                      Chief Financial Officer of
                      FIL; Company Secretary of
                      Fidelity Investments Group
                      of Companies (U.K.).


Item 27. Principal Underwriters

(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.

(b)

Name and Principal    Positions and Offices     Positions and Offices

Business Address*     with Underwriter          with Fund

Edward C. Johnson 3d  Director                  Trustee and President

Michael Mlinac        Director                  None

James Curvey          Director                  None

Martha B. Willis      President                 None

Eric D. Roiter        Vice President            Secretary

Caron Ketchum         Treasurer and Controller  None

Gary Greenstein       Assistant Treasurer       None

Jay Freedman          Assistant Clerk           None

Linda Holland         Compliance Officer        None

 *  82 Devonshire Street, Boston, MA
 (c) Not applicable.

Item 28. Location of Accounts and Records

 All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
respective custodians, The Chase Manhattan Bank, 1 Chase Manhattan
Plaza, New York, NY, Brown Brothers Harriman & Co., 40 Water Street,
Boston, MA, or State Street Bank & Trust Company, 1776 Heritage Drive,
Quincy, MA.

Item 29. Management Services

  Not applicable.

Item 30. Undertakings

 (a)  The Registrant undertakes for Fidelity Advisor Diversified
International Fund, Fidelity Advisor Emerging Asia Fund, Fidelity
Advisor Emerging Markets Income Fund, Fidelity Advisor Europe Capital
Appreciation Fund, Fidelity Advisor Global Equity Fund, Fidelity
Advisor International Capital Appreciation Fund, Fidelity Advisor
Japan Fund, Fidelity Advisor Latin America Fund, and Fidelity Advisor
Overseas Fund: (1) to call a meeting of shareholders for the purpose
of voting upon the questions 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) of the 1934 Act,
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 57 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 24th day of February 2000.

      Fidelity Advisor Series VIII

      By /s/Edward C. Johnson 3d          (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.

<TABLE>
<CAPTION>
<S>                              <C>                            <C>
       (Signature)               (Title)                        (Date)

/s/Edward C. Johnson 3d(dagger)  President and Trustee          February 24, 2000
   Edward C. Johnson 3d          (Principal Executive Officer)

/s/Robert A. Dwight              Treasurer                      February 24, 2000
   Robert A. Dwight

/s/Robert C. Pozen               Trustee                        February 24, 2000
   Robert C. Pozen

/s/Ralph F. Cox*                 Trustee                        February 24, 2000
   Ralph F. Cox

/s/Phyllis Burke Davis        *  Trustee                        February 24, 2000
   Phyllis Burke Davis

/s/Robert M. Gates*              Trustee                        February 24, 2000
   Robert M. Gates

/s/Donald J. Kirk*               Trustee                        February 24, 2000
   Donald J. Kirk

/s/Ned C. Lautenbach          *  Trustee                        February 24, 2000
   Ned C. Lautenbach

/s/Peter S. Lynch*               Trustee                        February 24, 2000
   Peter S. Lynch

/s/Marvin L. Mann&               Trustee                        February 24, 2000
   Marvin L. Mann

/s/William O. McCoy          *   Trustee                        February 24, 2000
   William O. McCoy

/s/Gerald C. McDonough    *      Trustee                        February 24, 2000
   Gerald C. McDonough

/s/Thomas R. Williams        *   Trustee                        February 24, 2000
   Thomas R. Williams


</TABLE>

(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.

* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 16, 1999 and filed herewith.

POWER OF ATTORNEY

 I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:
Fidelity Aberdeen Street Trust  Fidelity Hereford Street Trust
Fidelity Advisor Series I       Fidelity Income Fund
Fidelity Advisor Series II      Fidelity Institutional Cash
Fidelity Advisor Series III     Portfolios
Fidelity Advisor Series IV      Fidelity Institutional
Fidelity Advisor Series V       Tax-Exempt Cash Portfolios
Fidelity Advisor Series VI      Fidelity Investment Trust
Fidelity Advisor Series VII     Fidelity Magellan Fund
Fidelity Advisor Series VIII    Fidelity Massachusetts
Fidelity Beacon Street Trust    Municipal Trust
Fidelity Boston Street Trust    Fidelity Money Market Trust
Fidelity California Municipal   Fidelity Mt. Vernon Street
Trust                           Trust
Fidelity California Municipal   Fidelity Municipal Trust
Trust II                        Fidelity Municipal Trust II
Fidelity Capital Trust          Fidelity New York Municipal
Fidelity Charles Street Trust   Trust
Fidelity Commonwealth Trust     Fidelity New York Municipal
Fidelity Concord Street Trust   Trust II
Fidelity Congress Street Fund   Fidelity Phillips Street Trust
Fidelity Contrafund             Fidelity Puritan Trust
Fidelity Corporate Trust        Fidelity Revere Street Trust
Fidelity Court Street Trust     Fidelity School Street Trust
Fidelity Court Street Trust II  Fidelity Securities Fund
Fidelity Covington Trust        Fidelity Select Portfolios
Fidelity Daily Money Fund       Fidelity Sterling Performance
Fidelity Destiny Portfolios     Portfolio, L.P.
Fidelity Deutsche Mark          Fidelity Summer Street Trust
Performance                     Fidelity Trend Fund
  Portfolio, L.P.               Fidelity U.S.
Fidelity Devonshire Trust       Investments-Bond Fund, L.P.
Fidelity Exchange Fund          Fidelity U.S.
Fidelity Financial Trust        Investments-Government
Fidelity Fixed-Income Trust     Securities
Fidelity Government                Fund, L.P.
Securities Fund                 Fidelity Union Street Trust
Fidelity Hastings Street Trust  Fidelity Union Street Trust II
                                Fidelity Yen Performance
                                Portfolio, L.P.
                                Newbury Street Trust
                                Variable Insurance Products
                                Fund
                                Variable Insurance Products
                                Fund II
                                Variable Insurance Products
                                Fund III

in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, 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 on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission.  I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof.  This power of attorney is effective for all documents
filed on or after August 1, 1997.

 WITNESS my hand on the date set forth below.

/s/Edward C. Johnson 3d    July 17, 1997
   Edward C. Johnson 3d

POWER OF ATTORNEY

 We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:
Colchester Street Trust         Fidelity Hastings Street Trust
Fidelity Aberdeen Street Trust  Fidelity Hereford Street Trust
Fidelity Advisor Series I       Fidelity Income Fund
Fidelity Advisor Series II      Fidelity Institutional
Fidelity Advisor Series III     Tax-Exempt Cash Portfolios
Fidelity Advisor Series IV      Fidelity Investment Trust
Fidelity Advisor Series V       Fidelity Magellan Fund
Fidelity Advisor Series VI      Fidelity Massachusetts
Fidelity Advisor Series VII     Municipal Trust
Fidelity Advisor Series VIII    Fidelity Money Market Trust
Fidelity Beacon Street Trust    Fidelity Mt. Vernon Street
Fidelity Boston Street Trust    Trust
Fidelity California Municipal   Fidelity Municipal Trust
Trust                           Fidelity Municipal Trust II
Fidelity California Municipal   Fidelity New York Municipal
Trust II                        Trust
Fidelity Capital Trust          Fidelity New York Municipal
Fidelity Charles Street Trust   Trust II
Fidelity Commonwealth Trust     Fidelity Oxford Street Trust
Fidelity Concord Street Trust   Fidelity Phillips Street Trust
Fidelity Congress Street Fund   Fidelity Puritan Trust
Fidelity Contrafund             Fidelity Revere Street Trust
Fidelity Court Street Trust     Fidelity School Street Trust
Fidelity Court Street Trust II  Fidelity Securities Fund
Fidelity Covington Trust        Fidelity Select Portfolios
Fidelity Destiny Portfolios     Fidelity Summer Street Trust
Fidelity Devonshire Trust       Fidelity Trend Fund
Fidelity Exchange Fund          Fidelity U.S.
Fidelity Financial Trust        Investments-Bond Fund, L.P.
Fidelity Fixed-Income Trust     Fidelity U.S.
Fidelity Government             Investments-Government
Securities Fund                 Securities
                                   Fund, L.P.
                                Fidelity Union Street Trust
                                Fidelity Union Street Trust II
                                Newbury Street Trust
                                Variable Insurance Products
                                Fund
                                Variable Insurance Products
                                Fund II

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, 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
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, 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 deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the 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.  This power
of attorney is effective for all documents filed on or after January
1, 2000.

 WITNESS our hands on this sixteenth day of December, 1999.

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


/s/Ralph F. Cox             /s/William O. McCoy
   alph F. Cox                William O. McCoy



/s/Phyllis Burke Davis      /s/Gerald C. McDonough
   Phyllis Burke Davis         Gerald C. McDonough




/s/Ned C. Lautenbach        /s/Marvin L. Mann
   Ned C. Lautenbach           Marvin L. Mann




/s/Donald J. Kirk           /s/Thomas R. Williams
   Donald J. Kirk              Thomas R. Williams




/s/Robert C. Pozen          /s/Robert M. Gates
   Robert C. Pozen             Robert M. Gates






  Exhibit d(53)
RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED

AGREEMENT made this 1st day of January, 2000, by and between Fidelity
Management & Research (Far East), Inc., a Massachusetts corporation
(the "Sub-Advisor"); and Fidelity Investments Japan Limited, a
Japanese corporation (the "Japan Sub-Advisor").

 WHEREAS, Fidelity Management & Research Company, a Massachusetts
corporation (the "Advisor"), has entered into a Management Contract
(the "Management Contract") with Fidelity Advisor Series VIII, a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Fidelity
Advisor Diversified International Fund (the "Portfolio"), pursuant to
which the Advisor acts as investment advisor to the Portfolio; and

 WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
(the "Sub-Advisory Agreement") with the Advisor, pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, may provide, at the Advisor's discretion,
investment advice or investment management and order execution
services to the Portfolio; and

 WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been
formed for the purpose, among others, of researching and compiling
information and recommendations with respect to the economies of Japan
and other Asian countries and the securities of issuers located in
Japan and other Asian countries;

 NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the Japan
Sub-Advisor hereby agree as follows:

 1.  Delegation of Duties:  Pursuant to paragraph 1(c) of the
Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan
Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility
for performing such non-discretionary investment advisory and research
services relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers as the
Sub-Advisor may request from time to time) as may be requested of the
Sub-Advisor by the Advisor pursuant to the Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all personnel
of the Japan Sub-Advisor performing such services on behalf of the
Portfolio.

(a)  INVESTMENT ADVICE:  In connection with the performance of such
services, the Japan Sub-Advisor shall furnish to the Advisor and the
Sub-Advisor such factual information, research reports and investment
recommendations as Advisor or the Sub-Advisor may reasonably require.
Such information may include written and oral reports and analyses.
All such reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor, in its sole
discretion, without the consent of the Japan Sub-Advisor.

(b)  SUBSIDIARIES AND AFFILIATES:  The Japan Sub-Advisor may perform
any or all of the services contemplated by this Agreement directly or
through such of its subsidiaries or other affiliated persons as the
Japan Sub-Advisor shall determine; provided, however, that performance
of such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.

2.  Information to be Provided to the Trust, the Advisor and the
Sub-Advisor:  The Japan Sub-Advisor shall furnish such reports,
evaluations, information or analyses to the Trust, the Advisor, and
the Sub-Advisor, as the Trust's Board of Trustees, the Advisor or the
Sub-Advisor may reasonably request from time to time, or as the Japan
Sub-Advisor may deem to be desirable.

3.  Compensation:  For the services provided under this Agreement, the
Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to
100% of the Japan Sub-Advisor's costs incurred in connection with
rendering the services provided hereunder.  The Japan Sub-Advisor's
fee shall not be reduced to reflect expense reimbursements or fee
waivers by the Sub-Advisor or the Advisor, if any, in effect from time
to time.

4.  Expenses:  It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Japan
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract.

5.  Interested Persons:  It is understood (i) that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors,
officers or otherwise, (ii) that directors, officers and stockholders
of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be
or become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or
become interested in the Trust as a shareholder or otherwise.

6.  Services to Other Companies or Accounts:  The services of the
Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the Japan Sub-Advisor being free to render services to
others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere in a material manner, with the Japan
Sub-Advisor's ability to meet all of its obligations hereunder.   The
Japan Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor or the
Trust.

7.  Standard of Care:  In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust or to any shareholder of the Portfolio for any act or omission
in the course, of or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale
of any security.

8.  Liability.  Notwithstanding anything in this Agreement to the
contrary, it is understood that the Sub-Advisor shall remain liable to
the Advisor and the Portfolio under the Sub-Advisory Agreement for the
acts and omissions of Japan Sub-Advisor taken in the course of the
performance of the Japan Sub-Advisor's duties hereunder to the same
extent as would be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio as a result
of or arising out of such acts or omissions of the Japan Sub-Advisor,
the Sub-Advisor shall be entitled to seek redress against the Japan
Sub-Advisor in accordance with the terms hereof.

9.  Duration and Termination of Agreement; Amendments:

(a)  Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, 2000 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b)  This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor, the Japan Sub-Advisor and the Portfolio subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.

(c)  In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d)  Either the Advisor, the Sub-Advisor, the Japan Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to
the other parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees or Directors, or with
respect to the Portfolio by vote of a majority of its outstanding
voting securities.  This Agreement shall terminate automatically in
the event of its assignment.

10.  Limitation of Liability:  The Japan Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Japan
Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio.  Nor shall the
Japan Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.

11.  Governing Law:  This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof.

 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested person,"
when used herein, shall have the respective meanings specified in the
1940 Act as now in effect or as hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.

BY:  /s/Laura B. Cronin
        Laura B. Cronin
        Treasurer

FIDELITY INVESTMENTS JAPAN LIMITED

BY:  /s/Billy Wilder
        Billy Wilder
        President




          Exhibit d(54)
RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED

AGREEMENT made this 1st day of January, 2000, by and between Fidelity
Management & Research (Far East), Inc., a Massachusetts corporation
(the "Sub-Advisor"); and Fidelity Investments Japan Limited, a
Japanese corporation (the "Japan Sub-Advisor").

 WHEREAS, Fidelity Management & Research Company, a Massachusetts
corporation (the "Advisor"), has entered into a Management Contract
(the "Management Contract") with Fidelity Advisor Series VIII, a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Fidelity
Advisor Emerging Asia Fund (the "Portfolio"), pursuant to which the
Advisor acts as investment advisor to the Portfolio; and

 WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
(the "Sub-Advisory Agreement") with the Advisor, pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, may provide, at the Advisor's discretion,
investment advice or investment management and order execution
services to the Portfolio; and

 WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been
formed for the purpose, among others, of researching and compiling
information and recommendations with respect to the economies of Japan
and other Asian countries and the securities of issuers located in
Japan and other Asian countries;

 NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the Japan
Sub-Advisor hereby agree as follows:

 1.  Delegation of Duties:  Pursuant to paragraph 1(c) of the
Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan
Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility
for performing such non-discretionary investment advisory and research
services relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers as the
Sub-Advisor may request from time to time) as may be requested of the
Sub-Advisor by the Advisor pursuant to the Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all personnel
of the Japan Sub-Advisor performing such services on behalf of the
Portfolio.

(a)  INVESTMENT ADVICE:  In connection with the performance of such
services, the Japan Sub-Advisor shall furnish to the Advisor and the
Sub-Advisor such factual information, research reports and investment
recommendations as Advisor or the Sub-Advisor may reasonably require.
Such information may include written and oral reports and analyses.
All such reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor, in its sole
discretion, without the consent of the Japan Sub-Advisor.

(b)  SUBSIDIARIES AND AFFILIATES:  The Japan Sub-Advisor may perform
any or all of the services contemplated by this Agreement directly or
through such of its subsidiaries or other affiliated persons as the
Japan Sub-Advisor shall determine; provided, however, that performance
of such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.

2.  Information to be Provided to the Trust, the Advisor and the
Sub-Advisor:  The Japan Sub-Advisor shall furnish such reports,
evaluations, information or analyses to the Trust, the Advisor, and
the Sub-Advisor, as the Trust's Board of Trustees, the Advisor or the
Sub-Advisor may reasonably request from time to time, or as the Japan
Sub-Advisor may deem to be desirable.

3.  Compensation:  For the services provided under this Agreement, the
Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to
100% of the Japan Sub-Advisor's costs incurred in connection with
rendering the services provided hereunder.  The Japan Sub-Advisor's
fee shall not be reduced to reflect expense reimbursements or fee
waivers by the Sub-Advisor or the Advisor, if any, in effect from time
to time.

4.  Expenses:  It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Japan
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract.

5.  Interested Persons:  It is understood (i) that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors,
officers or otherwise, (ii) that directors, officers and stockholders
of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be
or become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or
become interested in the Trust as a shareholder or otherwise.

6.  Services to Other Companies or Accounts:  The services of the
Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the Japan Sub-Advisor being free to render services to
others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere in a material manner, with the Japan
Sub-Advisor's ability to meet all of its obligations hereunder.   The
Japan Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor or the
Trust.

7.  Standard of Care:  In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust or to any shareholder of the Portfolio for any act or omission
in the course, of or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale
of any security.

8.  Liability.  Notwithstanding anything in this Agreement to the
contrary, it is understood that the Sub-Advisor shall remain liable to
the Advisor and the Portfolio under the Sub-Advisory Agreement for the
acts and omissions of Japan Sub-Advisor taken in the course of the
performance of the Japan Sub-Advisor's duties hereunder to the same
extent as would be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio as a result
of or arising out of such acts or omissions of the Japan Sub-Advisor,
the Sub-Advisor shall be entitled to seek redress against the Japan
Sub-Advisor in accordance with the terms hereof.

9.  Duration and Termination of Agreement; Amendments:

(a)  Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, 2000 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b)  This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor, the Japan Sub-Advisor and the Portfolio subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.

(c)  In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d)  Either the Advisor, the Sub-Advisor, the Japan Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to
the other parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees or Directors, or with
respect to the Portfolio by vote of a majority of its outstanding
voting securities.  This Agreement shall terminate automatically in
the event of its assignment.

10.  Limitation of Liability:  The Japan Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Japan
Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio.  Nor shall the
Japan Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.

11.  Governing Law:  This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof.

 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested person,"
when used herein, shall have the respective meanings specified in the
1940 Act as now in effect or as hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.

BY:  /s/Laura B. Cronin
        Laura B. Cronin
        Treasurer

FIDELITY INVESTMENTS JAPAN LIMITED

BY:  /s/Billy Wilder
        Billy Wilder
        President




          Exhibit d(55)
RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED

AGREEMENT made this 1st day of January, 2000, by and between Fidelity
Management & Research (Far East), Inc., a Massachusetts corporation
(the "Sub-Advisor"); and Fidelity Investments Japan Limited, a
Japanese corporation (the "Japan Sub-Advisor").

 WHEREAS, Fidelity Management & Research Company, a Massachusetts
corporation (the "Advisor"), has entered into a Management Contract
(the "Management Contract") with Fidelity Advisor Series VIII, a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Fidelity
Advisor Emerging Markets Income Fund (the "Portfolio"), pursuant to
which the Advisor acts as investment advisor to the Portfolio; and

 WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
(the "Sub-Advisory Agreement") with the Advisor, pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, may provide, at the Advisor's discretion,
investment advice or investment management and order execution
services to the Portfolio; and

 WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been
formed for the purpose, among others, of researching and compiling
information and recommendations with respect to the economies of Japan
and other Asian countries and the securities of issuers located in
Japan and other Asian countries;

 NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the Japan
Sub-Advisor hereby agree as follows:

 1.  Delegation of Duties:  Pursuant to paragraph 1(c) of the
Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan
Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility
for performing such non-discretionary investment advisory and research
services relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers as the
Sub-Advisor may request from time to time) as may be requested of the
Sub-Advisor by the Advisor pursuant to the Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all personnel
of the Japan Sub-Advisor performing such services on behalf of the
Portfolio.

(a)  INVESTMENT ADVICE:  In connection with the performance of such
services, the Japan Sub-Advisor shall furnish to the Advisor and the
Sub-Advisor such factual information, research reports and investment
recommendations as Advisor or the Sub-Advisor may reasonably require.
Such information may include written and oral reports and analyses.
All such reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor, in its sole
discretion, without the consent of the Japan Sub-Advisor.

(b)  SUBSIDIARIES AND AFFILIATES:  The Japan Sub-Advisor may perform
any or all of the services contemplated by this Agreement directly or
through such of its subsidiaries or other affiliated persons as the
Japan Sub-Advisor shall determine; provided, however, that performance
of such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.

2.  Information to be Provided to the Trust, the Advisor and the
Sub-Advisor:  The Japan Sub-Advisor shall furnish such reports,
evaluations, information or analyses to the Trust, the Advisor, and
the Sub-Advisor, as the Trust's Board of Trustees, the Advisor or the
Sub-Advisor may reasonably request from time to time, or as the Japan
Sub-Advisor may deem to be desirable.

3.  Compensation:  For the services provided under this Agreement, the
Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to
100% of the Japan Sub-Advisor's costs incurred in connection with
rendering the services provided hereunder.  The Japan Sub-Advisor's
fee shall not be reduced to reflect expense reimbursements or fee
waivers by the Sub-Advisor or the Advisor, if any, in effect from time
to time.

4.  Expenses:  It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Japan
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract.

5.  Interested Persons:  It is understood (i) that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors,
officers or otherwise, (ii) that directors, officers and stockholders
of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be
or become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or
become interested in the Trust as a shareholder or otherwise.

6.  Services to Other Companies or Accounts:  The services of the
Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the Japan Sub-Advisor being free to render services to
others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere in a material manner, with the Japan
Sub-Advisor's ability to meet all of its obligations hereunder.   The
Japan Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor or the
Trust.

7.  Standard of Care:  In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust or to any shareholder of the Portfolio for any act or omission
in the course, of or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale
of any security.

8.  Liability.  Notwithstanding anything in this Agreement to the
contrary, it is understood that the Sub-Advisor shall remain liable to
the Advisor and the Portfolio under the Sub-Advisory Agreement for the
acts and omissions of Japan Sub-Advisor taken in the course of the
performance of the Japan Sub-Advisor's duties hereunder to the same
extent as would be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio as a result
of or arising out of such acts or omissions of the Japan Sub-Advisor,
the Sub-Advisor shall be entitled to seek redress against the Japan
Sub-Advisor in accordance with the terms hereof.

9.  Duration and Termination of Agreement; Amendments:

(a)  Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until June
30, 2000 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b)  This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor, the Japan Sub-Advisor and the Portfolio subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.
(c)  In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d)  Either the Advisor, the Sub-Advisor, the Japan Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to
the other parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees or Directors, or with
respect to the Portfolio by vote of a majority of its outstanding
voting securities.  This Agreement shall terminate automatically in
the event of its assignment.

10.  Limitation of Liability:  The Japan Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Japan
Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio.  Nor shall the
Japan Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.

11.  Governing Law:  This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof.

 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested person,"
when used herein, shall have the respective meanings specified in the
1940 Act as now in effect or as hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.

BY:  /s/Laura B. Cronin
        Laura B. Cronin
        Treasurer

FIDELITY INVESTMENTS JAPAN LIMITED

BY:  /s/Billy Wilder
        Billy Wilder
        President




          Exhibit d(56)
RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED

AGREEMENT made this 1st day of January, 2000, by and between Fidelity
Management & Research (Far East), Inc., a Massachusetts corporation
(the "Sub-Advisor"); and Fidelity Investments Japan Limited, a
Japanese corporation (the "Japan Sub-Advisor").

 WHEREAS, Fidelity Management & Research Company, a Massachusetts
corporation (the "Advisor"), has entered into a Management Contract
(the "Management Contract") with Fidelity Advisor Series VIII, a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Fidelity
Advisor Europe Capital Appreciation Fund (the "Portfolio"), pursuant
to which the Advisor acts as investment advisor to the Portfolio; and

 WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
(the "Sub-Advisory Agreement") with the Advisor, pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, may provide, at the Advisor's discretion,
investment advice or investment management and order execution
services to the Portfolio; and

 WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been
formed for the purpose, among others, of researching and compiling
information and recommendations with respect to the economies of Japan
and other Asian countries and the securities of issuers located in
Japan and other Asian countries;

 NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the Japan
Sub-Advisor hereby agree as follows:

 1.  Delegation of Duties:  Pursuant to paragraph 1(c) of the
Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan
Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility
for performing such non-discretionary investment advisory and research
services relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers as the
Sub-Advisor may request from time to time) as may be requested of the
Sub-Advisor by the Advisor pursuant to the Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all personnel
of the Japan Sub-Advisor performing such services on behalf of the
Portfolio.

(a)  INVESTMENT ADVICE:  In connection with the performance of such
services, the Japan Sub-Advisor shall furnish to the Advisor and the
Sub-Advisor such factual information, research reports and investment
recommendations as Advisor or the Sub-Advisor may reasonably require.
Such information may include written and oral reports and analyses.
All such reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor, in its sole
discretion, without the consent of the Japan Sub-Advisor.

(b)  SUBSIDIARIES AND AFFILIATES:  The Japan Sub-Advisor may perform
any or all of the services contemplated by this Agreement directly or
through such of its subsidiaries or other affiliated persons as the
Japan Sub-Advisor shall determine; provided, however, that performance
of such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.

2.  Information to be Provided to the Trust, the Advisor and the
Sub-Advisor:  The Japan Sub-Advisor shall furnish such reports,
evaluations, information or analyses to the Trust, the Advisor, and
the Sub-Advisor, as the Trust's Board of Trustees, the Advisor or the
Sub-Advisor may reasonably request from time to time, or as the Japan
Sub-Advisor may deem to be desirable.

3.  Compensation:  For the services provided under this Agreement, the
Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to
100% of the Japan Sub-Advisor's costs incurred in connection with
rendering the services provided hereunder.  The Japan Sub-Advisor's
fee shall not be reduced to reflect expense reimbursements or fee
waivers by the Sub-Advisor or the Advisor, if any, in effect from time
to time.

4.  Expenses:  It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Japan
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract.

5.  Interested Persons:  It is understood (i) that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors,
officers or otherwise, (ii) that directors, officers and stockholders
of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be
or become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or
become interested in the Trust as a shareholder or otherwise.

6.  Services to Other Companies or Accounts:  The services of the
Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the Japan Sub-Advisor being free to render services to
others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere in a material manner, with the Japan
Sub-Advisor's ability to meet all of its obligations hereunder.   The
Japan Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor or the
Trust.

7.  Standard of Care:  In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust or to any shareholder of the Portfolio for any act or omission
in the course, of or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale
of any security.

8.  Liability.  Notwithstanding anything in this Agreement to the
contrary, it is understood that the Sub-Advisor shall remain liable to
the Advisor and the Portfolio under the Sub-Advisory Agreement for the
acts and omissions of Japan Sub-Advisor taken in the course of the
performance of the Japan Sub-Advisor's duties hereunder to the same
extent as would be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio as a result
of or arising out of such acts or omissions of the Japan Sub-Advisor,
the Sub-Advisor shall be entitled to seek redress against the Japan
Sub-Advisor in accordance with the terms hereof.

9.  Duration and Termination of Agreement; Amendments:

(a)  Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, 2000 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b)  This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor, the Japan Sub-Advisor and the Portfolio subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.

(c)  In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d)  Either the Advisor, the Sub-Advisor, the Japan Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to
the other parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees or Directors, or with
respect to the Portfolio by vote of a majority of its outstanding
voting securities.  This Agreement shall terminate automatically in
the event of its assignment.

10.  Limitation of Liability:  The Japan Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Japan
Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio.  Nor shall the
Japan Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.

11.  Governing Law:  This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof.

 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested person,"
when used herein, shall have the respective meanings specified in the
1940 Act as now in effect or as hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.

BY:  /s/Laura B. Cronin
        Laura B. Cronin
        Treasurer

FIDELITY INVESTMENTS JAPAN LIMITED

BY:  /s/Billy Wilder
        Billy Wilder
        President




          Exhibit d(57)
RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED

AGREEMENT made this 1st day of January, 2000, by and between Fidelity
Management & Research (Far East), Inc., a Massachusetts corporation
(the "Sub-Advisor"); and Fidelity Investments Japan Limited, a
Japanese corporation (the "Japan Sub-Advisor").

 WHEREAS, Fidelity Management & Research Company, a Massachusetts
corporation (the "Advisor"), has entered into a Management Contract
(the "Management Contract") with Fidelity Advisor Series VIII, a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Fidelity
Advisor Global Equity Fund (the "Portfolio"), pursuant to which the
Advisor acts as investment advisor to the Portfolio; and

 WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
(the "Sub-Advisory Agreement") with the Advisor, pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, may provide, at the Advisor's discretion,
investment advice or investment management and order execution
services to the Portfolio; and

 WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been
formed for the purpose, among others, of researching and compiling
information and recommendations with respect to the economies of Japan
and other Asian countries and the securities of issuers located in
Japan and other Asian countries;

 NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the Japan
Sub-Advisor hereby agree as follows:

 1.  Delegation of Duties:  Pursuant to paragraph 1(c) of the
Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan
Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility
for performing such non-discretionary investment advisory and research
services relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers as the
Sub-Advisor may request from time to time) as may be requested of the
Sub-Advisor by the Advisor pursuant to the Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all personnel
of the Japan Sub-Advisor performing such services on behalf of the
Portfolio.

(a)  INVESTMENT ADVICE:  In connection with the performance of such
services, the Japan Sub-Advisor shall furnish to the Advisor and the
Sub-Advisor such factual information, research reports and investment
recommendations as Advisor or the Sub-Advisor may reasonably require.
Such information may include written and oral reports and analyses.
All such reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor, in its sole
discretion, without the consent of the Japan Sub-Advisor.

(b)  SUBSIDIARIES AND AFFILIATES:  The Japan Sub-Advisor may perform
any or all of the services contemplated by this Agreement directly or
through such of its subsidiaries or other affiliated persons as the
Japan Sub-Advisor shall determine; provided, however, that performance
of such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.

2.  Information to be Provided to the Trust, the Advisor and the
Sub-Advisor:  The Japan Sub-Advisor shall furnish such reports,
evaluations, information or analyses to the Trust, the Advisor, and
the Sub-Advisor, as the Trust's Board of Trustees, the Advisor or the
Sub-Advisor may reasonably request from time to time, or as the Japan
Sub-Advisor may deem to be desirable.

3.  Compensation:  For the services provided under this Agreement, the
Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to
100% of the Japan Sub-Advisor's costs incurred in connection with
rendering the services provided hereunder.  The Japan Sub-Advisor's
fee shall not be reduced to reflect expense reimbursements or fee
waivers by the Sub-Advisor or the Advisor, if any, in effect from time
to time.

4.  Expenses:  It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Japan
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract.

5.  Interested Persons:  It is understood (i) that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors,
officers or otherwise, (ii) that directors, officers and stockholders
of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be
or become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or
become interested in the Trust as a shareholder or otherwise.

6.  Services to Other Companies or Accounts:  The services of the
Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the Japan Sub-Advisor being free to render services to
others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere in a material manner, with the Japan
Sub-Advisor's ability to meet all of its obligations hereunder.   The
Japan Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor or the
Trust.

7.  Standard of Care:  In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust or to any shareholder of the Portfolio for any act or omission
in the course, of or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale
of any security.

8.  Liability.  Notwithstanding anything in this Agreement to the
contrary, it is understood that the Sub-Advisor shall remain liable to
the Advisor and the Portfolio under the Sub-Advisory Agreement for the
acts and omissions of Japan Sub-Advisor taken in the course of the
performance of the Japan Sub-Advisor's duties hereunder to the same
extent as would be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio as a result
of or arising out of such acts or omissions of the Japan Sub-Advisor,
the Sub-Advisor shall be entitled to seek redress against the Japan
Sub-Advisor in accordance with the terms hereof.

9.  Duration and Termination of Agreement; Amendments:

(a)  Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, 2000 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b)  This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor, the Japan Sub-Advisor and the Portfolio subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.

(c)  In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d)  Either the Advisor, the Sub-Advisor, the Japan Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to
the other parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees or Directors, or with
respect to the Portfolio by vote of a majority of its outstanding
voting securities.  This Agreement shall terminate automatically in
the event of its assignment.

10.  Limitation of Liability:  The Japan Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Japan
Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio.  Nor shall the
Japan Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.

11.  Governing Law:  This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof.

 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested person,"
when used herein, shall have the respective meanings specified in the
1940 Act as now in effect or as hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.

BY:  /s/Laura B. Cronin
        Laura B. Cronin
        Treasurer

FIDELITY INVESTMENTS JAPAN LIMITED

BY:  /s/Billy Wilder
        Billy Wilder
        President




          Exhibit d(58)

RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED

AGREEMENT made this 1st day of January, 2000 by and between Fidelity
Management & Research (Far East), Inc., a Massachusetts corporation
(the "Sub-Advisor"); and Fidelity Investments Japan Limited, a
Japanese corporation (the "Japan Sub-Advisor").

 WHEREAS, Fidelity Management & Research Company, a Massachusetts
corporation (the "Advisor"), has entered into a Management Contract
(the "Management Contract") with Fidelity Advisor Series VIII, a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Fidelity
Advisor International Capital Appreciation Fund (the "Portfolio"),
pursuant to which the Advisor acts as investment advisor to the
Portfolio; and

 WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
(the "Sub-Advisory Agreement") with the Advisor, pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, may provide, at the Advisor's discretion,
investment advice or investment management and order execution
services to the Portfolio; and

 WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been
formed for the purpose, among others, of researching and compiling
information and recommendations with respect to the economies of Japan
and other Asian countries and the securities of issuers located in
Japan and other Asian countries;

 NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the Japan
Sub-Advisor hereby agree as follows:

 1.  Delegation of Duties:  Pursuant to paragraph 1(c) of the
Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan
Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility
for performing such non-discretionary investment advisory and research
services relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers as the
Sub-Advisor may request from time to time) as may be requested of the
Sub-Advisor by the Advisor pursuant to the Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all personnel
of the Japan Sub-Advisor performing such services on behalf of the
Portfolio.

(a)  INVESTMENT ADVICE:  In connection with the performance of such
services, the Japan Sub-Advisor shall furnish to the Advisor and the
Sub-Advisor such factual information, research reports and investment
recommendations as Advisor or the Sub-Advisor may reasonably require.
Such information may include written and oral reports and analyses.
All such reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor, in its sole
discretion, without the consent of the Japan Sub-Advisor.

(b)  SUBSIDIARIES AND AFFILIATES:  The Japan Sub-Advisor may perform
any or all of the services contemplated by this Agreement directly or
through such of its subsidiaries or other affiliated persons as the
Japan Sub-Advisor shall determine; provided, however, that performance
of such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.

2.  Information to be Provided to the Trust, the Advisor and the
Sub-Advisor:  The Japan Sub-Advisor shall furnish such reports,
evaluations, information or analyses to the Trust, the Advisor, and
the Sub-Advisor, as the Trust's Board of Trustees, the Advisor or the
Sub-Advisor may reasonably request from time to time, or as the Japan
Sub-Advisor may deem to be desirable.

3.  Compensation:  For the services provided under this Agreement, the
Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to
100% of the Japan Sub-Advisor's costs incurred in connection with
rendering the services provided hereunder.  The Japan Sub-Advisor's
fee shall not be reduced to reflect expense reimbursements or fee
waivers by the Sub-Advisor or the Advisor, if any, in effect from time
to time.

4.  Expenses:  It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Japan
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract.

5.  Interested Persons:  It is understood (i) that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors,
officers or otherwise, (ii) that directors, officers and stockholders
of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be
or become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or
become interested in the Trust as a shareholder or otherwise.

6.  Services to Other Companies or Accounts:  The services of the
Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the Japan Sub-Advisor being free to render services to
others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere in a material manner, with the Japan
Sub-Advisor's ability to meet all of its obligations hereunder.   The
Japan Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor or the
Trust.

7.  Standard of Care:  In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust or to any shareholder of the Portfolio for any act or omission
in the course, of or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale
of any security.

8.  Liability.  Notwithstanding anything in this Agreement to the
contrary, it is understood that the Sub-Advisor shall remain liable to
the Advisor and the Portfolio under the Sub-Advisory Agreement for the
acts and omissions of Japan Sub-Advisor taken in the course of the
performance of the Japan Sub-Advisor's duties hereunder to the same
extent as would be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio as a result
of or arising out of such acts or omissions of the Japan Sub-Advisor,
the Sub-Advisor shall be entitled to seek redress against the Japan
Sub-Advisor in accordance with the terms hereof.

9.  Duration and Termination of Agreement; Amendments:

(a)  Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, 2000 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b)  This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor, the Japan Sub-Advisor and the Portfolio subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.

(c)  In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d)  Either the Advisor, the Sub-Advisor, the Japan Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to
the other parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees or Directors, or with
respect to the Portfolio by vote of a majority of its outstanding
voting securities.  This Agreement shall terminate automatically in
the event of its assignment.

10.  Limitation of Liability:  The Japan Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Japan
Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio.  Nor shall the
Japan Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.

11.  Governing Law:  This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof.

 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested person,"
when used herein, shall have the respective meanings specified in the
1940 Act as now in effect or as hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.

BY:  /s/Laura B. Cronin
        Laura B. Cronin
        Treasurer

FIDELITY INVESTMENTS JAPAN LIMITED

BY:  /s/Billy Wilder
        Billy Wilder
        President




          Exhibit d(59)

RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED

AGREEMENT made this 1st day of January, 2000 by and between Fidelity
Management & Research (Far East), Inc., a Massachusetts corporation
(the "Sub-Advisor"); and Fidelity Investments Japan Limited, a
Japanese corporation (the "Japan Sub-Advisor").

 WHEREAS, Fidelity Management & Research Company, a Massachusetts
corporation (the "Advisor"), has entered into a Management Contract
(the "Management Contract") with Fidelity Advisor Series VIII, a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Fidelity
Advisor Japan Fund (the "Portfolio"), pursuant to which the Advisor
acts as investment advisor to the Portfolio; and

 WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
(the "Sub-Advisory Agreement") with the Advisor, pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, may provide, at the Advisor's discretion,
investment advice or investment management and order execution
services to the Portfolio; and

 WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been
formed for the purpose, among others, of researching and compiling
information and recommendations with respect to the economies of Japan
and other Asian countries and the securities of issuers located in
Japan and other Asian countries;

 NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the Japan
Sub-Advisor hereby agree as follows:

 1.  Delegation of Duties:  Pursuant to paragraph 1(c) of the
Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan
Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility
for performing such non-discretionary investment advisory and research
services relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers as the
Sub-Advisor may request from time to time) as may be requested of the
Sub-Advisor by the Advisor pursuant to the Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all personnel
of the Japan Sub-Advisor performing such services on behalf of the
Portfolio.

(a)  INVESTMENT ADVICE:  In connection with the performance of such
services, the Japan Sub-Advisor shall furnish to the Advisor and the
Sub-Advisor such factual information, research reports and investment
recommendations as Advisor or the Sub-Advisor may reasonably require.
Such information may include written and oral reports and analyses.
All such reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor, in its sole
discretion, without the consent of the Japan Sub-Advisor.

(b)  SUBSIDIARIES AND AFFILIATES:  The Japan Sub-Advisor may perform
any or all of the services contemplated by this Agreement directly or
through such of its subsidiaries or other affiliated persons as the
Japan Sub-Advisor shall determine; provided, however, that performance
of such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.

2.  Information to be Provided to the Trust, the Advisor and the
Sub-Advisor:  The Japan Sub-Advisor shall furnish such reports,
evaluations, information or analyses to the Trust, the Advisor, and
the Sub-Advisor, as the Trust's Board of Trustees, the Advisor or the
Sub-Advisor may reasonably request from time to time, or as the Japan
Sub-Advisor may deem to be desirable.

3.  Compensation:  For the services provided under this Agreement, the
Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to
100% of the Japan Sub-Advisor's costs incurred in connection with
rendering the services provided hereunder.  The Japan Sub-Advisor's
fee shall not be reduced to reflect expense reimbursements or fee
waivers by the Sub-Advisor or the Advisor, if any, in effect from time
to time.

4.  Expenses:  It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Japan
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract.

5.  Interested Persons:  It is understood (i) that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors,
officers or otherwise, (ii) that directors, officers and stockholders
of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be
or become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or
become interested in the Trust as a shareholder or otherwise.

6.  Services to Other Companies or Accounts:  The services of the
Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the Japan Sub-Advisor being free to render services to
others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere in a material manner, with the Japan
Sub-Advisor's ability to meet all of its obligations hereunder.   The
Japan Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor or the
Trust.

7.  Standard of Care:  In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust or to any shareholder of the Portfolio for any act or omission
in the course, of or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale
of any security.

8.  Liability.  Notwithstanding anything in this Agreement to the
contrary, it is understood that the Sub-Advisor shall remain liable to
the Advisor and the Portfolio under the Sub-Advisory Agreement for the
acts and omissions of Japan Sub-Advisor taken in the course of the
performance of the Japan Sub-Advisor's duties hereunder to the same
extent as would be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio as a result
of or arising out of such acts or omissions of the Japan Sub-Advisor,
the Sub-Advisor shall be entitled to seek redress against the Japan
Sub-Advisor in accordance with the terms hereof.

9.  Duration and Termination of Agreement; Amendments:

(a)  Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, 2000 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b)  This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor, the Japan Sub-Advisor and the Portfolio subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.

(c)  In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d)  Either the Advisor, the Sub-Advisor, the Japan Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to
the other parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees or Directors, or with
respect to the Portfolio by vote of a majority of its outstanding
voting securities.  This Agreement shall terminate automatically in
the event of its assignment.

10.  Limitation of Liability:  The Japan Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Japan
Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio.  Nor shall the
Japan Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.

11.  Governing Law:  This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof.

 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested person,"
when used herein, shall have the respective meanings specified in the
1940 Act as now in effect or as hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.

BY:  /s/Laura B. Cronin
        Laura B. Cronin
        Treasurer

FIDELITY INVESTMENTS JAPAN LIMITED

BY:  /s/Billy Wilder
        Billy Wilder
        President




          Exhibit d(60)

RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED

AGREEMENT made this 1st day of January, 2000 by and between Fidelity
Management & Research (Far East), Inc., a Massachusetts corporation
(the "Sub-Advisor"); and Fidelity Investments Japan Limited, a
Japanese corporation (the "Japan Sub-Advisor").

 WHEREAS, Fidelity Management & Research Company, a Massachusetts
corporation (the "Advisor"), has entered into a Management Contract
(the "Management Contract") with Fidelity Advisor Series VIII, a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Fidelity
Advisor Latin America Fund (the "Portfolio"), pursuant to which the
Advisor acts as investment advisor to the Portfolio; and

 WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
(the "Sub-Advisory Agreement") with the Advisor, pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, may provide, at the Advisor's discretion,
investment advice or investment management and order execution
services to the Portfolio; and

 WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been
formed for the purpose, among others, of researching and compiling
information and recommendations with respect to the economies of Japan
and other Asian countries and the securities of issuers located in
Japan and other Asian countries;

 NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the Japan
Sub-Advisor hereby agree as follows:

 1.  Delegation of Duties:  Pursuant to paragraph 1(c) of the
Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan
Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility
for performing such non-discretionary investment advisory and research
services relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers as the
Sub-Advisor may request from time to time) as may be requested of the
Sub-Advisor by the Advisor pursuant to the Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all personnel
of the Japan Sub-Advisor performing such services on behalf of the
Portfolio.

(a)  INVESTMENT ADVICE:  In connection with the performance of such
services, the Japan Sub-Advisor shall furnish to the Advisor and the
Sub-Advisor such factual information, research reports and investment
recommendations as Advisor or the Sub-Advisor may reasonably require.
Such information may include written and oral reports and analyses.
All such reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor, in its sole
discretion, without the consent of the Japan Sub-Advisor.

(b)  SUBSIDIARIES AND AFFILIATES:  The Japan Sub-Advisor may perform
any or all of the services contemplated by this Agreement directly or
through such of its subsidiaries or other affiliated persons as the
Japan Sub-Advisor shall determine; provided, however, that performance
of such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.

2.  Information to be Provided to the Trust, the Advisor and the
Sub-Advisor:  The Japan Sub-Advisor shall furnish such reports,
evaluations, information or analyses to the Trust, the Advisor, and
the Sub-Advisor, as the Trust's Board of Trustees, the Advisor or the
Sub-Advisor may reasonably request from time to time, or as the Japan
Sub-Advisor may deem to be desirable.

3.  Compensation:  For the services provided under this Agreement, the
Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to
100% of the Japan Sub-Advisor's costs incurred in connection with
rendering the services provided hereunder.  The Japan Sub-Advisor's
fee shall not be reduced to reflect expense reimbursements or fee
waivers by the Sub-Advisor or the Advisor, if any, in effect from time
to time.

4.  Expenses:  It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Japan
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract.

5.  Interested Persons:  It is understood (i) that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors,
officers or otherwise, (ii) that directors, officers and stockholders
of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be
or become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or
become interested in the Trust as a shareholder or otherwise.

6.  Services to Other Companies or Accounts:  The services of the
Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the Japan Sub-Advisor being free to render services to
others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere in a material manner, with the Japan
Sub-Advisor's ability to meet all of its obligations hereunder.   The
Japan Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor or the
Trust.

7.  Standard of Care:  In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust or to any shareholder of the Portfolio for any act or omission
in the course, of or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale
of any security.

8.  Liability.  Notwithstanding anything in this Agreement to the
contrary, it is understood that the Sub-Advisor shall remain liable to
the Advisor and the Portfolio under the Sub-Advisory Agreement for the
acts and omissions of Japan Sub-Advisor taken in the course of the
performance of the Japan Sub-Advisor's duties hereunder to the same
extent as would be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio as a result
of or arising out of such acts or omissions of the Japan Sub-Advisor,
the Sub-Advisor shall be entitled to seek redress against the Japan
Sub-Advisor in accordance with the terms hereof.

9.  Duration and Termination of Agreement; Amendments:

(a)  Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, 2000 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b)  This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor, the Japan Sub-Advisor and the Portfolio subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.

(c)  In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d)  Either the Advisor, the Sub-Advisor, the Japan Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to
the other parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees or Directors, or with
respect to the Portfolio by vote of a majority of its outstanding
voting securities.  This Agreement shall terminate automatically in
the event of its assignment.

10.  Limitation of Liability:  The Japan Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Japan
Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio.  Nor shall the
Japan Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.

11.  Governing Law:  This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof.

 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested person,"
when used herein, shall have the respective meanings specified in the
1940 Act as now in effect or as hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.

BY:  /s/Laura B. Cronin
        Laura B. Cronin
        Treasurer

FIDELITY INVESTMENTS JAPAN LIMITED

BY:  /s/Billy Wilder
        Billy Wilder
        President




          Exhibit d(61)

RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED

AGREEMENT made this 1st day of January, 2000 by and between Fidelity
Management & Research (Far East), Inc., a Massachusetts corporation
(the "Sub-Advisor"); and Fidelity Investments Japan Limited, a
Japanese corporation (the "Japan Sub-Advisor").

 WHEREAS, Fidelity Management & Research Company, a Massachusetts
corporation (the "Advisor"), has entered into a Management Contract
(the "Management Contract") with Fidelity Advisor Series VIII, a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Fidelity
Advisor Overseas Fund (the "Portfolio"), pursuant to which the Advisor
acts as investment advisor to the Portfolio; and

 WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
(the "Sub-Advisory Agreement") with the Advisor, pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, may provide, at the Advisor's discretion,
investment advice or investment management and order execution
services to the Portfolio; and

 WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been
formed for the purpose, among others, of researching and compiling
information and recommendations with respect to the economies of Japan
and other Asian countries and the securities of issuers located in
Japan and other Asian countries;

 NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the Japan
Sub-Advisor hereby agree as follows:

 1.  Delegation of Duties:  Pursuant to paragraph 1(c) of the
Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan
Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility
for performing such non-discretionary investment advisory and research
services relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers as the
Sub-Advisor may request from time to time) as may be requested of the
Sub-Advisor by the Advisor pursuant to the Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all personnel
of the Japan Sub-Advisor performing such services on behalf of the
Portfolio.

(a)  INVESTMENT ADVICE:  In connection with the performance of such
services, the Japan Sub-Advisor shall furnish to the Advisor and the
Sub-Advisor such factual information, research reports and investment
recommendations as Advisor or the Sub-Advisor may reasonably require.
Such information may include written and oral reports and analyses.
All such reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor, in its sole
discretion, without the consent of the Japan Sub-Advisor.

(b)  SUBSIDIARIES AND AFFILIATES:  The Japan Sub-Advisor may perform
any or all of the services contemplated by this Agreement directly or
through such of its subsidiaries or other affiliated persons as the
Japan Sub-Advisor shall determine; provided, however, that performance
of such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.

2.  Information to be Provided to the Trust, the Advisor and the
Sub-Advisor:  The Japan Sub-Advisor shall furnish such reports,
evaluations, information or analyses to the Trust, the Advisor, and
the Sub-Advisor, as the Trust's Board of Trustees, the Advisor or the
Sub-Advisor may reasonably request from time to time, or as the Japan
Sub-Advisor may deem to be desirable.

3.  Compensation:  For the services provided under this Agreement, the
Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to
100% of the Japan Sub-Advisor's costs incurred in connection with
rendering the services provided hereunder.  The Japan Sub-Advisor's
fee shall not be reduced to reflect expense reimbursements or fee
waivers by the Sub-Advisor or the Advisor, if any, in effect from time
to time.

4.  Expenses:  It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Japan
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract.

5.  Interested Persons:  It is understood (i) that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors,
officers or otherwise, (ii) that directors, officers and stockholders
of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be
or become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or
become interested in the Trust as a shareholder or otherwise.

6.  Services to Other Companies or Accounts:  The services of the
Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the Japan Sub-Advisor being free to render services to
others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere in a material manner, with the Japan
Sub-Advisor's ability to meet all of its obligations hereunder.   The
Japan Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor or the
Trust.

7.  Standard of Care:  In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust or to any shareholder of the Portfolio for any act or omission
in the course, of or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale
of any security.

8.  Liability.  Notwithstanding anything in this Agreement to the
contrary, it is understood that the Sub-Advisor shall remain liable to
the Advisor and the Portfolio under the Sub-Advisory Agreement for the
acts and omissions of Japan Sub-Advisor taken in the course of the
performance of the Japan Sub-Advisor's duties hereunder to the same
extent as would be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio as a result
of or arising out of such acts or omissions of the Japan Sub-Advisor,
the Sub-Advisor shall be entitled to seek redress against the Japan
Sub-Advisor in accordance with the terms hereof.

9.  Duration and Termination of Agreement; Amendments:

(a)  Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, 2000 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b)  This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor, the Japan Sub-Advisor and the Portfolio subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.

(c)  In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d)  Either the Advisor, the Sub-Advisor, the Japan Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to
the other parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees or Directors, or with
respect to the Portfolio by vote of a majority of its outstanding
voting securities.  This Agreement shall terminate automatically in
the event of its assignment.

10.  Limitation of Liability:  The Japan Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Japan
Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio.  Nor shall the
Japan Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.

11.  Governing Law:  This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof.

 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested person,"
when used herein, shall have the respective meanings specified in the
1940 Act as now in effect or as hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.

BY:  /s/Laura B. Cronin
        Laura B. Cronin
        Treasurer

FIDELITY INVESTMENTS JAPAN LIMITED

BY:  /s/Billy Wilder
        Billy Wilder
        President



Exhibit d(62)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY

 AGREEMENT made this_____ day of ____, 200_, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts  (hereinafter called the
``Sub-Adviser") and Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the ``Adviser").

 WHEREAS the Adviser has entered into a Management Contract with
Fidelity Advisor Series VIII, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the ``Fund"), on behalf of Fidelity Advisor Diversified
International Fund (hereinafter called the ``Portfolio"), pursuant to
which the Adviser is to act as investment manager and adviser to the
Portfolio, and

 WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of equity and high income funds and advising
generally with respect to equity and high income instruments.

 NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

 1. (a)  The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of all or such portion of the
Portfolio's assets as the Adviser shall designate in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of 1940 and rules thereunder,
as amended from time to time (the ``1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities.  The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio.  The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

 (b)  The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted
by the Trustees.  The Sub-Adviser shall, subject to review by the
Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement and which are not otherwise
furnished by the Adviser.

 (c)  The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the Portfolio's account with brokers or
dealers selected by the Sub-Adviser, which may include brokers or
dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser
shall use its best efforts to seek to execute portfolio transactions
at prices which are advantageous to the Portfolio and at commission
rates which are reasonable in relation to the benefits received.  In
selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or
the other accounts over which the Sub-Adviser, Adviser or their
affiliates exercise investment discretion.  The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion.  The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

 2. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a
monthly fee equal to 50% of the management fee (including performance
adjustments, if any) that the Portfolio is obligated to pay the
Adviser under the Portfolio's Management Contract with the Adviser in
respect of that portion of the Portfolio's assets managed by the
Sub-Adviser during such month.  Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any,
in effect from time to time.

 3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.

 4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are ``interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

 5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder.  The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund.

 6. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser, the Sub-Adviser shall not be subject to liability
to the Advisor, the Trust or to any shareholder of the Portfolio for
any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.

 7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7, this Agreement shall continue in force until
_____, and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities.  This Agreement shall terminate
automatically upon the termination of the Management Contract between
the Fund, on behalf of the Portfolio, and the Adviser.  This Agreement
shall terminate automatically in the event of its assignment.

 8. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Fund and agrees that any
obligations of the Fund or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its
assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation
from the Trustees or any individual Trustee.

 9.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

 The terms ``registered investment company," ``vote of a majority of
the outstanding voting securities," ``assignment," and ``interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

       [SIGNATURE LINES OMITTED]








Exhibit d(63)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY

 AGREEMENT made this __ day of  ___ , ____, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts  (hereinafter called the
``Sub-Adviser") and Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the ``Adviser").

 WHEREAS the Adviser has entered into a Management Contract with
Fidelity Advisor Series VIII, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the ``Fund"), on behalf of Fidelity Advisor Emerging Asia Fund
(hereinafter called the ``Portfolio"), pursuant to which the Adviser
is to act as investment manager and adviser to the Portfolio, and

 WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of equity and high income funds and advising
generally with respect to equity and high income instruments.

 NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

 1. (a)  The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of all or such portion of the
Portfolio's assets as the Adviser shall designate in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of 1940 and rules thereunder,
as amended from time to time (the ``1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities.  The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio.  The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

 (b)  The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted
by the Trustees.  The Sub-Adviser shall, subject to review by the
Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement and which are not otherwise
furnished by the Adviser.

 (c)  The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the Portfolio's account with brokers or
dealers selected by the Sub-Adviser, which may include brokers or
dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser
shall use its best efforts to seek to execute portfolio transactions
at prices which are advantageous to the Portfolio and at commission
rates which are reasonable in relation to the benefits received.  In
selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or
the other accounts over which the Sub-Adviser, Adviser or their
affiliates exercise investment discretion.  The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion.  The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

 2. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a
monthly fee equal to 50% of the management fee (including performance
adjustments, if any) that the Portfolio is obligated to pay the
Adviser under the Portfolio's Management Contract with the Adviser in
respect of that portion of the Portfolio's assets managed by the
Sub-Adviser during such month.  Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any,
in effect from time to time.

 3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.

 4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are ``interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

 5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder.  The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund.

 6. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser, the Sub-Adviser shall not be subject to liability
to the Advisor, the Trust or to any shareholder of the Portfolio for
any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.

 7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7, this Agreement shall continue in force until
________, and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities.  This Agreement shall terminate
automatically upon the termination of the Management Contract between
the Fund, on behalf of the Portfolio, and the Adviser.  This Agreement
shall terminate automatically in the event of its assignment.

 8. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Fund and agrees that any
obligations of the Fund or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its
assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation
from the Trustees or any individual Trustee.

 9.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

 The terms ``registered investment company," ``vote of a majority of
the outstanding voting securities," ``assignment," and ``interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

       [SIGNATURE LINES OMITTED]



Exhibit d(64)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY

 AGREEMENT made this ___ day of _____ , 200_, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts  (hereinafter called the
``Sub-Adviser") and Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the ``Adviser").

 WHEREAS the Adviser has entered into a Management Contract with
Fidelity Advisor Series VIII, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the ``Fund"), on behalf of Fidelity Advisor Emerging Markets
Income Fund (hereinafter called the ``Portfolio"), pursuant to which
the Adviser is to act as investment manager and adviser to the
Portfolio, and

 WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of equity and high income funds and advising
generally with respect to equity and high income instruments.

 NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

 1. (a)  The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of all or such portion of the
Portfolio's assets as the Adviser shall designate in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of 1940 and rules thereunder,
as amended from time to time (the ``1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities.  The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio.  The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

 (b)  The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted
by the Trustees.  The Sub-Adviser shall, subject to review by the
Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement and which are not otherwise
furnished by the Adviser.

 (c)  The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the Portfolio's account with brokers or
dealers selected by the Sub-Adviser, which may include brokers or
dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser
shall use its best efforts to seek to execute portfolio transactions
at prices which are advantageous to the Portfolio and at commission
rates which are reasonable in relation to the benefits received.  In
selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or
the other accounts over which the Sub-Adviser, Adviser or their
affiliates exercise investment discretion.  The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion.  The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

 2. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a
monthly fee equal to 50% of the management fee (including performance
adjustments, if any) that the Portfolio is obligated to pay the
Adviser under the Portfolio's Management Contract with the Adviser in
respect of that portion of the Portfolio's assets managed by the
Sub-Adviser during such month.  Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any,
in effect from time to time.

 3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.

 4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are ``interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

 5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder.  The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund.

 6. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser, the Sub-Adviser shall not be subject to liability
to the Advisor, the Trust or to any shareholder of the Portfolio for
any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.

 7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7, this Agreement shall continue in force until
____, and indefinitely thereafter, but only so long as the continuance
after such period shall be specifically approved at least annually by
vote of the Fund's Board of Trustees or by vote of a majority of the
outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities.  This Agreement shall terminate
automatically upon the termination of the Management Contract between
the Fund, on behalf of the Portfolio, and the Adviser.  This Agreement
shall terminate automatically in the event of its assignment.

 8. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Fund and agrees that any
obligations of the Fund or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its
assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation
from the Trustees or any individual Trustee.

 9.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

 The terms ``registered investment company," ``vote of a majority of
the outstanding voting securities," ``assignment," and ``interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

        [SIGNATURE LINES OMITTED]



           Exhibit d(65)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY

 AGREEMENT made this_____ day of _____, 200_, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts  (hereinafter called the
``Sub-Adviser") and Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the ``Adviser").

 WHEREAS the Adviser has entered into a Management Contract with
Fidelity Advisor Servies VIII, a Massachusetts business trust which
may issue one or more series of shares of beneficial interest
(hereinafter called the ``Fund"), on behalf of Fidelity Advisor Europe
Capital Appreciation Fund (hereinafter called the ``Portfolio"),
pursuant to which the Adviser is to act as investment manager and
adviser to the Portfolio, and

 WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of equity and high income funds and advising
generally with respect to equity and high income instruments.

 NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

 1. (a)  The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of all or such portion of the
Portfolio's assets as the Adviser shall designate in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of 1940 and rules thereunder,
as amended from time to time (the ``1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities.  The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio.  The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

 (b)  The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted
by the Trustees.  The Sub-Adviser shall, subject to review by the
Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement and which are not otherwise
furnished by the Adviser.

 (c)  The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the Portfolio's account with brokers or
dealers selected by the Sub-Adviser, which may include brokers or
dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser
shall use its best efforts to seek to execute portfolio transactions
at prices which are advantageous to the Portfolio and at commission
rates which are reasonable in relation to the benefits received.  In
selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or
the other accounts over which the Sub-Adviser, Adviser or their
affiliates exercise investment discretion.  The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion.  The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

 2. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a
monthly fee equal to 50% of the management fee (including performance
adjustments, if any) that the Portfolio is obligated to pay the
Adviser under the Portfolio's Management Contract with the Adviser in
respect of that portion of the Portfolio's assets managed by the
Sub-Adviser during such month.  Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any,
in effect from time to time.

 3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.

 4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are ``interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

 5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder.  The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund.

 6. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser, the Sub-Adviser shall not be subject to liability
to the Advisor, the Trust or to any shareholder of the Portfolio for
any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.

 7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7, this Agreement shall continue in force until July
31, _____, and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities.  This Agreement shall terminate
automatically upon the termination of the Management Contract between
the Fund, on behalf of the Portfolio, and the Adviser.  This Agreement
shall terminate automatically in the event of its assignment.

 8. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Fund and agrees that any
obligations of the Fund or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its
assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation
from the Trustees or any individual Trustee.

 9.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

 The terms ``registered investment company," ``vote of a majority of
the outstanding voting securities," ``assignment," and ``interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

    [SIGNATURE LINES OMITTED]



Exhibit d(66)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY

 AGREEMENT made this ___ day of ____  , ____, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts  (hereinafter called the
``Sub-Adviser") and Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the "Adviser").

 WHEREAS the Adviser has entered into a Management Contract with
Fidelity Advisor Series VIII, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the ``Fund"), on behalf of Fidelity Advisor Global Equity Fund
(hereinafter called the ``Portfolio"), pursuant to which the Adviser
is to act as investment manager and adviser to the Portfolio, and

 WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of equity and high income funds and advising
generally with respect to equity and high income instruments.

 NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

 1. (a)  The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of all or such portion of the
Portfolio's assets as the Adviser shall designate in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of l940 and rules thereunder,
as amended from time to time (the ``l940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities.  The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio.  The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

 (b)  The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted
by the Trustees.  The Sub-Adviser shall, subject to review by the
Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement and which are not otherwise
furnished by the Adviser.

 (c)  The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the Portfolio's account with brokers or
dealers selected by the Sub-Adviser, which may include brokers or
dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser
shall use its best efforts to seek to execute portfolio transactions
at prices which are advantageous to the Portfolio and at commission
rates which are reasonable in relation to the benefits received.  In
selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or
the other accounts over which the Sub-Adviser, Adviser or their
affiliates exercise investment discretion.  The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion.  The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

 2. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a
monthly fee equal to 50% of the management fee (including performance
adjustments, if any) that the Portfolio is obligated to pay the
Adviser under the Portfolio's Management Contract with the Adviser in
respect of that portion of the Portfolio's assets managed by the
Sub-Adviser during such month.  Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any,
in effect from time to time.

 3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.

 4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are ``interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

 5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder.  The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund.

 6. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser, the Sub-Adviser shall not be subject to liability
to the Advisor, the Trust or to any shareholder of the Portfolio for
any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.

 7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7, this Agreement shall continue in force until July
31, ____ and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities.  This Agreement shall terminate
automatically upon the termination of the Management Contract between
the Fund, on behalf of the Portfolio, and the Adviser.  This Agreement
shall terminate automatically in the event of its assignment.

 8. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Fund and agrees that any
obligations of the Fund or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its
assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation
from the Trustees or any individual Trustee.

 9.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

 The terms ``registered investment company," ``vote of a majority of
the outstanding voting securities," ``assignment," and ``interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

    [SIGNATURE LINES OMITTED]



Exhibit d(67)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY

 AGREEMENT made this ___ day of ______, 200_, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts (hereinafter called the
``Sub-Adviser") and Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the ``Adviser").

 WHEREAS the Adviser has entered into a Management Contract with
Fidelity Advisor Series VIII, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the ``Fund"), on behalf of Fidelity Advisor International
Capital Appreciation Fund (hereinafter called the ``Portfolio"),
pursuant to which the Adviser is to act as investment manager and
adviser to the Portfolio, and

 WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of equity and high income funds and advising
generally with respect to equity and high income instruments.

 NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

 1. (a)  The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of all or such portion of the
Portfolio's assets as the Adviser shall designate in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of 1940 and rules thereunder,
as amended from time to time (the ``1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities.  The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio.  The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

 (b)  The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted
by the Trustees.  The Sub-Adviser shall, subject to review by the
Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement and which are not otherwise
furnished by the Adviser.

 (c)  The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the Portfolio's account with brokers or
dealers selected by the Sub-Adviser, which may include brokers or
dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser
shall use its best efforts to seek to execute portfolio transactions
at prices which are advantageous to the Portfolio and at commission
rates which are reasonable in relation to the benefits received.  In
selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or
the other accounts over which the Sub-Adviser, Adviser or their
affiliates exercise investment discretion.  The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion.  The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

 2. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a
monthly fee equal to 50% of the management fee (including performance
adjustments, if any) that the Portfolio is obligated to pay the
Adviser under the Portfolio's Management Contract with the Adviser in
respect of that portion of the Portfolio's assets managed by the
Sub-Adviser during such month.  Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any,
in effect from time to time.

 3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.

 4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are ``interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

 5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder.  The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund.

 6. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser, the Sub-Adviser shall not be subject to liability
to the Advisor, the Trust or to any shareholder of the Portfolio for
any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.

 7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7, this Agreement shall continue in force until
______________, and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities.  This Agreement shall terminate
automatically upon the termination of the Management Contract between
the Fund, on behalf of the Portfolio, and the Adviser.  This Agreement
shall terminate automatically in the event of its assignment.

 8. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Fund and agrees that any
obligations of the Fund or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its
assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation
from the Trustees or any individual Trustee.

 9.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

 The terms ``registered investment company," ``vote of a majority of
the outstanding voting securities," ``assignment," and ``interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

     [SIGNATURE LINES OMITTED]



Exhibit d(68)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY

 AGREEMENT made this __ day of ____, ____, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts (hereinafter called the
"Sub-Adviser") and Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the "Adviser").

 WHEREAS the Adviser has entered into a Management Contract with
Fidelity Advisor Series VIII, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the "Fund"), on behalf of Fidelity Advisor Japan Fund
(hereinafter called the "Portfolio"), pursuant to which the Adviser is
to act as investment manager and adviser to the Portfolio, and

 WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of equity and high income funds and advising
generally with respect to equity and high income instruments.

 NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

 1. (a)  The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of all or such portion of the
Portfolio's assets as the Adviser shall designate in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of l940 and rules thereunder,
as amended from time to time (the "l940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities.  The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio.  The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

 (b)  The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted
by the Trustees.  The Sub-Adviser shall, subject to review by the
Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement and which are not otherwise
furnished by the Adviser.

 (c)  The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the Portfolio's account with brokers or
dealers selected by the Sub-Adviser, which may include brokers or
dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser
shall use its best efforts to seek to execute portfolio transactions
at prices which are advantageous to the Portfolio and at commission
rates which are reasonable in relation to the benefits received.  In
selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or
the other accounts over which the Sub-Adviser, Adviser or their
affiliates exercise investment discretion.  The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion.  The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

 2. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a
monthly fee equal to 50% of the management fee (including performance
adjustments, if any) that the Portfolio is obligated to pay the
Adviser under the Portfolio's Management Contract with the Adviser in
respect of that portion of the Portfolio's assets managed by the
Sub-Adviser during such month.  Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any,
in effect from time to time.

 3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.

 4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are ``interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

 5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder.  The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund.

 6. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser, the Sub-Adviser shall not be subject to liability
to the Advisor, the Trust or to any shareholder of the Portfolio for
any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.

 7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7, this Agreement shall continue in force until
_____, and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities.  This Agreement shall terminate
automatically upon the termination of the Management Contract between
the Fund, on behalf of the Portfolio, and the Adviser.  This Agreement
shall terminate automatically in the event of its assignment.

 8. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Fund and agrees that any
obligations of the Fund or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its
assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation
from the Trustees or any individual Trustee.

 9.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

 The terms ``registered investment company," ``vote of a majority of
the outstanding voting securities," ``assignment," and ``interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

    [SIGNATURE LINES OMITTED]



  Exhibit d(69)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY

 AGREEMENT made this____day of _______,____, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts  (hereinafter called the
``Sub-Adviser") and Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the ``Adviser").

 WHEREAS the Adviser has entered into a Management Contract with
Fidelity Advisor Series VIII, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the ``Fund"), on behalf of Fidelity Advisor Latin America Fund
(hereinafter called the ``Portfolio"), pursuant to which the Adviser
is to act as investment manager and adviser to the Portfolio, and

 WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of equity and high income funds and advising
generally with respect to equity and high income instruments.

 NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

 1. (a)  The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of all or such portion of the
Portfolio's assets as the Adviser shall designate in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of 1940 and rules thereunder,
as amended from time to time (the ``1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities.  The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio.  The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

 (b)  The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted
by the Trustees.  The Sub-Adviser shall, subject to review by the
Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement and which are not otherwise
furnished by the Adviser.

 (c)  The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the Portfolio's account with brokers or
dealers selected by the Sub-Adviser, which may include brokers or
dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser
shall use its best efforts to seek to execute portfolio transactions
at prices which are advantageous to the Portfolio and at commission
rates which are reasonable in relation to the benefits received.  In
selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or
the other accounts over which the Sub-Adviser, Adviser or their
affiliates exercise investment discretion.  The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion.  The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

 2. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a
monthly fee equal to 50% of the management fee (including performance
adjustments, if any) that the Portfolio is obligated to pay the
Adviser under the Portfolio's Management Contract with the Adviser in
respect of that portion of the Portfolio's assets managed by the
Sub-Adviser during such month.  Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any,
in effect from time to time.

 3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.

 4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are ``interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

 5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder.  The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund.

 6. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser, the Sub-Adviser shall not be subject to liability
to the Advisor, the Trust or to any shareholder of the Portfolio for
any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.

 7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7, this Agreement shall continue in force until
,_________, and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities.  This Agreement shall terminate
automatically upon the termination of the Management Contract between
the Fund, on behalf of the Portfolio, and the Adviser.  This Agreement
shall terminate automatically in the event of its assignment.

 8. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Fund and agrees that any
obligations of the Fund or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its
assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation
from the Trustees or any individual Trustee.

 9.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

 The terms ``registered investment company," ``vote of a majority of
the outstanding voting securities," ``assignment," and ``interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

      [SIGNATURE LINES OMITTED]



           Exhibit d(70)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY

 AGREEMENT made this     day of        , 200_, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts  (hereinafter called the
``Sub-Adviser") and Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the ``Adviser").

 WHEREAS the Adviser has entered into a Management Contract with
Fidelity Advisor Series VIII, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the ``Fund"), on behalf of Fidelity Advisor Overseas Fund
(hereinafter called the ``Portfolio"), pursuant to which the Adviser
is to act as investment manager and adviser to the Portfolio, and

 WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of equity and high income funds and advising
generally with respect to equity and high income instruments.

 NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

 1. (a)  The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of all or such portion of the
Portfolio's assets as the Adviser shall designate in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of 1940 and rules thereunder,
as amended from time to time (the ``1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities.  The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio.  The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

 (b)  The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted
by the Trustees.  The Sub-Adviser shall, subject to review by the
Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement and which are not otherwise
furnished by the Adviser.

 (c)  The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the Portfolio's account with brokers or
dealers selected by the Sub-Adviser, which may include brokers or
dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser
shall use its best efforts to seek to execute portfolio transactions
at prices which are advantageous to the Portfolio and at commission
rates which are reasonable in relation to the benefits received.  In
selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or
the other accounts over which the Sub-Adviser, Adviser or their
affiliates exercise investment discretion.  The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion.  The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

 2. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a
monthly fee equal to 50% of the management fee (including performance
adjustments, if any) that the Portfolio is obligated to pay the
Adviser under the Portfolio's Management Contract with the Adviser in
respect of that portion of the Portfolio's assets managed by the
Sub-Adviser during such month.  Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any,
in effect from time to time.

 3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.

 4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are ``interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

 5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder.  The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund.

 6. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser, the Sub-Adviser shall not be subject to liability
to the Advisor, the Trust or to any shareholder of the Portfolio for
any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.

 7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7, this Agreement shall continue in force until July
31, 200_, and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities.  This Agreement shall terminate
automatically upon the termination of the Management Contract between
the Fund, on behalf of the Portfolio, and the Adviser.  This Agreement
shall terminate automatically in the event of its assignment.

 8. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Fund and agrees that any
obligations of the Fund or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its
assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation
from the Trustees or any individual Trustee.

 9.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

 The terms ``registered investment company," ``vote of a majority of
the outstanding voting securities," ``assignment," and ``interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

 IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

       [SIGNATURE LINES OMITTED]




            Exhibit i(2)

Kirkpatrick & Lockhart llp  1800 Massachusetts Avenue, NW
                            Second Floor
                            Washington, DC 20036-1800
                            202.778.9000
                            www.kl.com

February 24, 2000

Fidelity Advisor Series VIII
82 Devonshire Street
Boston, Massachusetts 02109
Ladies and Gentlemen:

 You have requested our opinion, as counsel to Fidelity Advisor Series
VIII (the "Trust"), as to certain matters regarding the issuance of
Shares of the Trust. As used in this letter, the term "Shares" means
the Class A, Class T, Class B, Class C, and Institutional Class shares
of beneficial interest of Fidelity Advisor Emerging Markets Income
Fund, a series of the Trust.

 As such counsel, we have examined certified or other copies, believed
by us to be genuine, of the Trust's Declaration of Trust and by-laws
and such resolutions and minutes of meetings of the Trust's Board of
Trustees as we have deemed relevant to our opinion, as set forth
herein. Our opinion is limited to the laws and facts in existence on
the date hereof, and it is further limited to the laws (other than the
conflict of law rules) in the Commonwealth of Massachusetts that in
our experience are normally applicable to the issuance of shares by
unincorporated voluntary associations and to the Securities Act of
1933 ("1933 Act"), the Investment Company Act of 1940 ("1940 Act") and
the regulations of the Securities and Exchange Commission ("SEC")
thereunder.

 Based on present laws and facts, we are of the opinion that the
issuance of the Shares has been duly authorized by the Trust and that,
when sold in accordance with the terms contemplated by Post-Effective
Amendment No. 57 to the Trust's Registration Statement on Form N-1A
and each subsequent Post-Effective Amendment ("PEA") to said
registration statement, including receipt by the Trust of full payment
for the Shares and compliance with the 1933 Act and the 1940 Act, the
Shares will have been validly issued, fully paid and non-assessable.

 The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under
certain circumstances, be held personally liable for the obligations
of the Trust. The Declaration of Trust states that all persons
extending credit to, contracting with or having any claim against the
Trust or the Trustees shall look only to the assets of the appropriate
series of the Trust for payment under such credit, contract or claim;
and neither the shareholders nor the Trustees, nor any of their
agents, whether past, present or future, shall be personally liable
therefor. It also requires that every note, bond, contract or other
undertaking issued by or on behalf of the Trust or the Trustees
relating to the Trust shall include a recitation limiting the
obligation represented thereby to the Trust and its assets. The
Declaration of Trust further provides: (1) for indemnification from
the assets of the series of the Trust for all loss and expense of any
shareholder held personally liable for the obligations of the Trust by
virtue of ownership of shares of the Trust; and (2) for the series of
the Trust to assume the defense of any claim against the shareholder
for any act or obligation of the series of the Trust. Thus, the risk
of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust or series
would be unable to meet its obligations.

 We hereby consent to this opinion accompanying or being incorporated
by reference in the PEA when it is filed with the SEC.

      Very truly yours,

         KIRKPATRICK & LOCKHART LLP
      /s/Kirkpatrick & Lockhart LLP



                                            EXHIBIT J(1)


CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference into the
Prospectuses and Statement of Additional Information in Post-Effective
Amendment No. 57 to the Registration Statement on Form N-1A of
Fidelity Advisor Series VIII: Fidelity Advisor Emerging Markets Income
Fund, of our report dated February 15, 2000 on the financial
statements and financial highlights included in the December 31, 1999
Annual Report to Shareholders of Fidelity Advisor Emerging Markets
Income Fund.

We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectus and "Auditor" in the
Statement of Additional Information.

 /s/PricewaterhouseCoopers LLP
    PricewaterhouseCoopers LLP
    Boston, Massachusetts
    February 24, 2000



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission