FIDELITY INVESTMENT TRUST
497, 1994-11-03
Previous: CORRECTIONS CORPORATION OF AMERICA, SC 13D/A, 1994-11-03
Next: NPC INTERNATIONAL INC, 10-Q, 1994-11-03


 
 
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
To learn more about the fund and its investments you can obtain a copy of
the fund's most recent financial report and portfolio listing, or a copy of
the statement of Additional Information (SAI) dated November 1, 1994. The
SAI has been filed with the Securities and Exchange Commission (SEC) and is
incorporated herein by reference (legally forms part of the prospectus).
For a free copy of either document, call Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.
 
LIKE ALL MUTUAL 
FUNDS, THESE 
SECURITIES HAVE NOT 
BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION, NOR HAS 
THE SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE ACCURACY 
OR ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO 
THE CONTRARY IS A 
CRIMINAL OFFENSE.
IVF-pro-1194
International Value seeks to increase the value of your investment over the
long term by investing mainly in equity securities around the world based
on the value of a company's assets or    its     stock price.
FIDELITY
INTERNATIONAL
VALUE
FUND
PROSPECTUS
NOVEMBER 1, 1994(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
 
 
KEY FACTS                  THE FUND AT A GLANCE                      
 
                           WHO MAY WANT TO INVEST                    
 
                           EXPENSES The fund's sales                 
                           charge (load) and its    estimated        
                              yearly     operating expenses.         
 
                           PERFORMANCE                               
 
THE FUND IN DETAIL         CHARTER How the fund is                   
                           organized.                                
 
                           INVESTMENT PRINCIPLES AND RISKS           
                           The fund's overall approach to            
                           investing.                                
 
                           BREAKDOWN OF EXPENSES How                 
                           operating costs are calculated and        
                           what they include.                        
 
YOUR ACCOUNT               DOING BUSINESS WITH FIDELITY              
 
                           TYPES OF ACCOUNTS Different               
                           ways to set up your account,              
                           including tax-sheltered retirement        
                           plans.                                    
 
                           HOW TO BUY SHARES Opening an              
                           account and making additional             
                           investments.                              
 
                           HOW TO SELL SHARES Taking money           
                           out and closing your account.             
 
                           INVESTOR SERVICES  Services to            
                           help you manage your account.             
 
SHAREHOLDER AND            DIVIDENDS, CAPITAL GAINS, AND             
ACCOUNT POLICIES           TAXES                                     
 
                           TRANSACTION DETAILS Share price           
                           calculations and the timing of            
                           purchases and redemptions.                
 
                           EXCHANGE RESTRICTIONS                     
 
                           SALES CHARGE REDUCTIONS AND               
                           WAIVERS                                   
 
   KEY FACTS    
 
 
THE FUND AT A GLANCE
GOAL: Long-term growth of capital. As with any mutual fund, there is no
assurance that the fund will achieve its goal.
STRATEGY: Invests mainly in equity securities of foreign issuers with
valuable assets or that FMR believes are undervalued in the market place.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager. Foreign affiliates of FMR may help
choose investments for the fund.
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who want to pursue their
investment goals in markets outside the United States. The fund is designed
for investors who believe that value investing   :     investing in
undervalued or asset-rich companies, offers the potential for growth.   
    Also, by including international investments in your portfolio, you can
achieve an additional level of diversification with broad participation in
growth opportunities in the international arena. The fund does not pursue
income, and is not by itself a balanced investment plan.
The value of the fund's investments varies from day to day, generally
reflecting changes in market conditions and other company, political, and
economic news. Over time, stocks have shown greater growth potential than
other types of securities. In the shorter term, however, stock prices can
fluctuate dramatically    in response to these factors    . When you sell
your fund shares, they may be worth more or less than what you paid for
them.
There are additional risks involved with international investing. The
performance of an international fund depends upon currency values, the
political and regulatory environment, and overall economic factors in the
countries in which the fund invests. 
 
THE SPECTRUM OF 
FIDELITY FUNDS
Broad categories of Fidelity 
funds are presented here in 
order of ascending risk. 
Generally, investors seeking 
to maximize return must 
assume greater risk. 
International Value is in the 
GROWTH category. 
(solid bullet) MONEY MARKET Seeks 
income and stability by 
investing in high-quality, 
short-term investments.
(solid bullet) INCOME Seeks income by 
investing in bonds. 
(solid bullet) GROWTH AND INCOME 
Seeks long-term growth and 
income by investing in 
stocks and bonds.
(right arrow)         GROWTH Seeks long-term 
growth by investing mainly in 
stocks. 
(checkmark)
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund. See pages  and -   28     for an explanation of how and
when these charges apply. Lower sales charges may be available for accounts
over $250,000.
Maximum sales charge on purchases after    June 30    , 1995
(as a % of offering price) 3.00%
Maximum sales charge on
reinvested distributions None
Deferred sales charge on redemptions None
Exchange fee None
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee that varies based on its performance. It also incurs
other expenses for services such as maintaining shareholder records and
furnishing shareholder statements and financial reports. The fund's
expenses are factored into its share price or dividends and are not charged
directly to shareholder accounts (see page ).
The following are projections based on estimated expenses, and are
calculated as a percentage of average net assets.
Management fee                     .77    %   
 
12b-1 fee                       None          
 
Other expenses                     .68    %   
 
Total fund operating expenses      1.45       
                                       %      
 
EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
After 1 year    $    14       
 
After 3 years   $    44       
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.   
 
 
 
 
 
 
 
 
 
    
UNDERSTANDING
EXPENSES
Operating a mutual fund 
involves a variety of 
expenses for portfolio 
management, shareholder 
statements, tax reporting, and 
other services. As an 
investor, you pay some of 
these costs directly (for 
example, the fund's 3% sales 
charge). Others are paid from 
the fund's assets; the effect 
of these other expenses is 
already factored into any 
quoted share price or return.
(checkmark)
PERFORMANCE
This section would normally show how the fund has performed over time.
Because the fund was new when this prospectus was printed, its performance
is not included. Twice a year, you will receive a report detailing the
fund's recent strategies, performance, and holdings. For current
performance or a free annual report, call 1-800-544-8888.
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results. Average annual total returns covering
periods of less than one year assume that performance will remain constant
for the rest of the year.
THE EAFE INDEX also known as the Morgan Stanley Capital International
Europe, Australia, Far East    Index    , is an unmanaged index of over
1,000 foreign stock prices.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.       
   UNDERSTANDING
    
   PERFORMANCE    
   Because this fund invests in     
   stocks, its performance is     
   related to that of the overall     
   stock market. Historically,     
   stock market performance     
   has been characterized by     
   volatility in the short run and     
   growth in the long run.    
(checkmark)
Other illustrations of fund performance may show moving averages over
specified periods.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF   
    FUTURE PERFORMANCE.   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
   THE FUND IN DETAIL    
 
 
CHARTER 
INTERNATIONAL VALUE IS A MUTUAL FUND: an investment that pools
shareholders' money and invests it toward a specified goal. In technical
terms, the fund is currently a diversified fund of Fidelity Investment
Trust, an open-end management investment company organized as a
Massachusetts business trust on April 20,1984.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity. 
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. You are entitled to one vote for each
share you own. 
FMR AND ITS AFFILIATES 
The fund is managed by FMR, which handles its business affairs and, with
the assistance of foreign affiliates, chooses the fund's investments. 
   Rick Mace is manager of International Value, which he has managed since
the fund's commencement. He also manages International Growth & Income.
Previously, he managed the Select Transportation, Industrial Materials, and
Chemical Portfolios. Mr. Mace joined Fidelity in August 1987.    
Affiliates assist FMR with foreign securities:
(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR U.K.),
in London, England,
(small solid bullet) Fidelity Management & Research Far East Inc. (FMR Far
East), in Tokyo, Japan,
(small solid bullet) Fidelity International Investment Advisors (FIIA), in
Pembroke, Bermuda,
(small solid bullet) Fidelity International Investment Advisors (U.K.)
Limited (FIIAL U.K.), in Kent, England, and
(small solid bullet) Fidelity Investment Japan Ltd. (FIJ), in Tokyo, Japan.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
   FMR Corp., is the ultimate parent company of FMR, FMR Far East, and FMR
U.K.        Through ownership of voting common stock, members of the Edward
C. Johnson 3d family form a controlling group with respect to FMR Corp.
Changes may occur in the Johnson family group, through death or disability,
which would result in changes in each individual family member's holding of
stock. Such changes could result in one or more family members becoming
holders of over 25%of the stock. FMR Corp. has received an opinion of
counsel that changes in the composition of the Johnson family group under
these circumstances would not result in the termination of the fund's
management or distribution contracts and, accordingly, would not require a
shareholder vote to continue operation under those contracts. Fidelity
International Limited (FIL) is the ultimate parent company of FIIA, FIIAL
U.K., and FIJ. The Johnson family group also owns, directly or indirectly,
more than 25% of the voting common stock of FIL.    
FMR may use its broker-dealer affiliates and other firms that sell fund
shares to carry out the fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those of
other broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
THE FUND seeks long-term growth of capital by investing primarily in
securities of foreign companies that FMR believes are undervalued in the
marketplace or that possess valuable assets. Under normal conditions, FMR
expects to invest 65% of the fund's total assets in securities of foreign
issuers. FMR normally invests in securities of issuers from at least three
different countries excluding the U.S. The fund expects to invest a
majority of its assets in equity securities, but it may invest in debt
securities as well. The fund's investments in the stocks of small companies
are often more volatile than those of larger companies.
When determining whether a company is undervalued, FMR considers assets,
earnings, growth potential, and other factors. Valuable assets may include
equipment, natural resources, or real estate. Many intangible assets such
as franchises, trademarks, and transportation routes can also add to a
company's value. A company may be undervalued in relation to the market in
general or in its potential for growth of earnings and book value. A
company may also be undervalued if it has the potential for sharply
improved earnings or if it recently changed management or control.
Investing in foreign securities typically involves more risk than investing
in the U.S. market. The performance of international funds is sensitive to
economic and political conditions outside the U.S. General economic and
political factors in the various world markets can also impact the value of
your investment. Because many of the fund's investments are denominated in
foreign currencies, changes in the value of foreign currencies can
significantly affect the fund's share price. Currencies have different
yield, risk, and return characteristics, and FMR may use a variety of
techniques to increase or decrease a fund's exposure to any currency.
Stock values fluctuate in response to the activities of individual
companies and general market and economic conditions. The fund spreads
investment risk by limiting its holdings in any one company or industry.
FMR may use various investment techniques to hedge the fund's risks, but
there is no guarantee that these strategies will work as FMR intends. When
you sell your shares, they may be worth more or less than what you paid for
them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, and strategies FMR may employ in
pursuit of the fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well.    A complete listing of the fund's policies
and limitations and more detailed information about the fund's investments
is contained in the fund's SAI.     Policies and limitations are considered
at the time of purchase; the sale of instruments is not required in the
event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
fund achieve its goal.    Current holdings and recent investment strategies
are described in the fund's financial reports which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.    
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of total assets, the fund may not own
more than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values.    In
general, bond prices rise when interest rates fall, and vice versa.    
Debt securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
Lower-quality debt securities (sometimes called "junk bonds") are often
considered to be speculative and involve greater risk of default or price
changes due to changes in the issuer's creditworthiness, or they may
already be in default. The market prices of these securities may fluctuate
more than higher-quality securities and may decline significantly in
periods of general economic difficulty.
RESTRICTIONS: The fund does not currently intend to invest more than 35% of
its assets in lower-quality debt securities (those rated below Baa by
Moody's or BBB by S&P, and unrated securities judged by FMR to be
equivalent quality.)
DEBT RATINGS
 MOODY'S STANDARD & POOR'S
 INVESTORS SERVICE, INC.  CORPORATION 
 Rating   Rating   
INVESTMENT GRADE    
Highest quality Aaa  AAA 
High quality Aa  AA 
Upper-medium grade A  A 
Medium grade Baa  BBB 
LOWER QUALITY    
Moderately speculative Ba  BB 
Speculative B  B 
Highly speculative Caa  CCC 
Poor quality Ca  CC 
Lowest quality, no interest C  C 
In default, in arrears --  D 
REFER TO THE FUND'S STATEMENT OF ADDITIONAL INFORMATION FOR A MORE 
COMPLETE DISCUSSION OF THESE RATINGS.
       
FOREIGN SECURITIES and foreign currencies may involve additional risks.
These include currency fluctuations, risks relating to political or
economic conditions in the foreign country, and the potentially less
stringent investor protection and disclosure standards of foreign markets.
In addition to the political and economic factors that can affect foreign
securities, a governmental issuer may be unwilling to repay principal and
interest when due, and may require that the conditions for payment be
renegotiated. These factors could make foreign investments, especially
those in developing countries, more volatile.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised. 
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for the fund, or there may be a
requirement that the fund supply additional cash to a borrower on demand.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent. 
FOREIGN REPURCHASE AGREEMENTS may be less well secured than U.S. repurchase
agreements, and may be denominated in foreign currencies. They also may
involve greater risk of loss if the counterparty defaults. Some
counterparties in these transactions may be less creditworthy than those in
U.S. markets.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of other securities, including illiquid securities, may be subject
to legal restrictions. Difficulty in selling securities may result in a
loss or may be costly to the fund. 
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 15% of its assets would be invested in illiquid securities. 
OTHER INSTRUMENTS may include    securities of closed-end investment
companies and real estate-related investments.    
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: With respect to 75% of total assets,    the     fund may not
invest more than 5% of its total assets in any one issuer.    The     fund
may not invest more than 25% of its total assets in anyone industry. These
limitations do not apply to U.S. government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets. 
LENDING. Lending securities to broker-dealers and institutions, including
   Fidelity Brokerage Services, Inc. (FBSI)    , an affiliate of FMR, is a
means of earning income. This practice could result in a loss or a delay in
recovering the fund's securities. The fund may also lend money to other
funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval. 
The fund seeks long-term growth of capital. With respect to 75% of total
assets, the fund may not invest more than 5% of its total assets in any one
issuer and may not own more than 10% of the outstanding voting securities
of a single issuer. The fund may not invest more than 25% of its total
assets in any one industry. The fund may borrow only for temporary or
emergency purposes, but not in an amount exceeding 33% of its total assets.
Loans, in the aggregate, may not exceed 33% of the fund's total assets.
BREAKDOWN OF EXPENSES 
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. The fund also pays OTHER EXPENSES, which
are explained on page .
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The amount of
the fee is determined by taking a BASIC FEE and then applying a PERFORMANCE
ADJUSTMENT. The performance adjustment either increases or decreases the
management fee, depending on how well the fund has performed relative to
the EAFE Index. 
Manage   =   Ba    +/-   Performa   
ment         sic         nce        
fee          fee         adjustme   
                         nt         
 
THE BASIC FEE (calculated monthly) is calculated by adding a group fee rate
to an individual fund fee rate, and multiplying the result by the fund's
average net assets. The group fee rate is based on the average net assets
of all the mutual funds advised by FMR. This rate cannot rise above .52%,
and it drops as total assets under management increase.
For    August, 1994    , the group fee rate was    .3200%    . The
individual fund fee rate is .45%
THE PERFORMANCE ADJUSTMENT rate is calculated monthly by comparing the
fund's performance to that of the EAFE Index   .     The performance period
begins on    November 1    , 1994 and will eventually span 36 months, but
the performance adjustment will not take effect until September 1995. The
difference is translated into a dollar amount that is added to or
subtracted from the basic fee. The maximum annualized performance
adjustment rate is ".20%.
 The total management fee rate for fiscal    1994     is estimated to be   
.77%    . 
UNDERSTANDING THE
MANAGEMENT FEE
The basic fee FMR receives 
is designed to be responsive 
to changes in FMR's total 
assets under management. 
Building this variable into the 
fee calculation assures 
shareholders that they will 
pay a lower rate as FMR's 
assets under management 
increase.
Another variable, the 
   performance     adjustment, 
rewards FMR when the fund 
outperforms the EAFE Index 
(an established index of stock 
market performance) and 
reduces FMR's fee when the 
fund underperforms this 
index.
(checkmark)
Although the estimated management fee rate is higher than that of most
domestic mutual funds, it is not necessarily higher than that of a typical
international fund.
 FMR HAS SUB-ADVISORY AGREEMENTS with four affiliates: FMR U.K., FMR Far
East, FIJ, and FIIA. FIIA in turn has a sub-advisory agreement with FIIAL
U.K. FMR U.K. focuses on issuers based in Europe. FMR Far East focuses on
issuers based in Asia and the Pacific Basin. FIJ focuses on issuers based
in Japan and elsewhere around the world. FIIA focuses on issuers based in
Hong Kong, Australia, New Zealand, and Southeast Asia (other than Japan).
FIIAL U.K. focuses on issuers based in the United Kingdom and Europe.
The sub-advisers are compensated for providing investment research and
advice. FMR pays FMR U.K. and FMR Far East fees equal to 110% and 105%,
respectively, of the costs of providing these services. FMR pays FIJ and
FIIA 30% of its management fee associated with investments for which the
sub-adviser provided investment advice. FIIA pays FIIAL U.K. a fee equal to
110% of the cost of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K., FMR Far East, FIJ, and FIIA    a fee equal to
    50% of its management fee rate with respect to the fund's investments
that the sub-adviser manages on a discretionary basis. FIIA pays FIIAL U.K.
a fee equal to 110% of the cost of providing these services.
OTHER EXPENSES 
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well. 
The fund contracts with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the fund's investments, and handling securities loans.        
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity.    A broker-dealer may use a portion of the
commissions paid by the fund to reduce the fund's custodian or transfer
agent fees.    
The fund's annualized portfolio turnover rate is not expected to exceed
   200    % in the first fiscal period. This rate varies from year to year.
   High turnover rates increase transaction costs and may increase taxable
capital gains. FMR considers these effects when evaluating the anticipated
benefits of short-term investing.    
   YOUR ACCOUNT    
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 75 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account. 
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers the fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual 
funds: over    200    
(solid bullet) Assets in Fidelity mutual 
funds: over $   250     billion
(solid bullet) Number of shareholder 
accounts: over    20     million
(solid bullet) Number of investment 
analysts and portfolio 
managers: over    200    
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT 
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums. 
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans. 
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year. 
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements. 
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations. 
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, TWO SHARE PRICES ARE CALCULATED FOR THE FUND: the
offering price and the net asset value (NAV). The offering price includes
the 3% sales charge, which you pay when you buy shares, unless you qualify
for a reduction or waiver as described on page . When you buy shares at the
offering price, Fidelity deducts 3% and invests the rest at the NAV. 
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
For Fidelity retirement accounts  $500
TO ADD TO AN ACCOUNT  $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500
 
UNDERSTANDING 
SHARE PRICE
Let's say you invest $2,500 at 
an offering price of $10. Of the 
$10 offering price, 3% ($.30) is 
the sales charge, and 97% 
($9.70) represents the NAV. 
The value of your initial 
investment will be $2,425 (250 
shares worth $9.70 each), and 
you will have paid a sales 
charge of $75.
(checkmark)
Row: 1, Col: 1, Value: 25.0
Row: 1, Col: 2, Value: 75.0
Row: 1, Col: 3, Value: 75.0
Row: 1, Col: 4, Value: 75.0
Row: 1, Col: 5, Value: 75.0
Row: 1, Col: 6, Value: 75.0
Row: 1, Col: 7, Value: 75.0
Row: 1, Col: 8, Value: 75.0
Row: 1, Col: 9, Value: 75.0
Row: 1, Col: 10, Value: 75.0
Row: 1, Col: 11, Value: 75.0
Row: 1, Col: 12, Value: 75.0
Row: 1, Col: 13, Value: 75.0
Row: 1, Col: 14, Value: 75.0
Row: 1, Col: 15, Value: 75.0
Row: 1, Col: 16, Value: 75.0
Row: 1, Col: 17, Value: 75.0
Row: 1, Col: 18, Value: 75.0
Row: 1, Col: 19, Value: 75.0
Row: 1, Col: 20, Value: 75.0
Row: 1, Col: 21, Value: 75.0
Row: 1, Col: 22, Value: 75.0
Row: 1, Col: 23, Value: 75.0
Row: 1, Col: 24, Value: 75.0
Row: 1, Col: 25, Value: 75.0
Row: 1, Col: 26, Value: 75.0
Row: 1, Col: 27, Value: 75.0
Row: 1, Col: 28, Value: 75.0
Row: 1, Col: 29, Value: 75.0
Row: 1, Col: 30, Value: 75.0
Row: 1, Col: 31, Value: 75.0
Row: 1, Col: 32, Value: 75.0
Row: 1, Col: 33, Value: 75.0
Row: 1, Col: 34, Value: 75.0
$2,500 Investment
3% sales charge = $75
Value of Investment = $2,425
 
<TABLE>
<CAPTION>
<S>                                   <C>                                           <C>                                           
                                      TO OPEN AN ACCOUNT                            TO ADD TO AN ACCOUNT                          
 
Phone 1-800-544-777 (phone_graphic)   (small solid bullet) Exchange from another    (small solid bullet) Exchange from another    
                                      Fidelity fund account                         Fidelity fund account                         
                                      with the same                                 with the same                                 
                                      registration, including                       registration, including                       
                                      name, address, and                            name, address, and                            
                                      taxpayer ID number.                           taxpayer ID number.                           
                                                                                    (small solid bullet) Use Fidelity Money       
                                                                                    Line to transfer from                         
                                                                                    your bank account. Call                       
                                                                                    before your first use to                      
                                                                                    verify that this service                      
                                                                                    is in place on your                           
                                                                                    account. Maximum                              
                                                                                    Money Line: $50,000.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                           <C>                                            
Mail (mail_graphic)   (small solid bullet) Complete and sign the    (small solid bullet) Make your check           
                      application. Make your                        payable to "Fidelity                           
                      check payable to                              International Value                            
                      "Fidelity International                       Fund" Indicate your                            
                      Value Fund." Mail to                          fund account number                            
                      the address indicated                         on your check and mail                         
                      on the application.                           to the address printed                         
                                                                    on your account                                
                                                                    statement.                                     
                                                                    (small solid bullet) Exchange by mail: call    
                                                                    1-800-544-6666 for                             
                                                                    instructions.                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                        <C>                                            <C>                                           
In Person (hand_graphic)   (small solid bullet) Bring your application    (small solid bullet) Bring your check to a    
                           and check to a Fidelity                        Fidelity Investor Center.                     
                           Investor Center. Call                          Call 1-800-544-9797 for                       
                           1-800-544-9797 for the                         the center nearest you.                       
                           center nearest you.                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                             <C>                                       
Wire (wire_graphic)   (small solid bullet) Call 1-800-544-7777 to     (small solid bullet) Not available for    
                      set up your account                             retirement accounts.                      
                      and to arrange a wire                           (small solid bullet) Wire to:             
                      transaction. Not                                Bankers Trust                             
                      available for retirement                        Company,                                  
                      accounts.                                       Bank Routing                              
                      (small solid bullet) Wire within 24 hours to:   #021001033,                               
                      Bankers Trust                                   Account #00163053.                        
                      Company,                                        Specify "Fidelity                         
                      Bank Routing                                    International Value                       
                      #021001033,                                     Fund" and include your                    
                      Account #00163053.                              account number and                        
                      Specify "Fidelity                               your name.                                
                      International Value                                                                       
                      Fund" and include your                                                                    
                      new account number                                                                        
                      and your name.                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                                   <C>                                            
Automatically (automatic_graphic)   (small solid bullet) Not available.   (small solid bullet) Use Fidelity Automatic    
                                                                          Account Builder. Sign                          
                                                                          up for this service                            
                                                                          when opening your                              
                                                                          account, or call                               
                                                                          1-800-544-6666 to add                          
                                                                          it.                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages. 
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form. 
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 ($500 for retirement
accounts). 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
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 redeem more than $100,000 worth of shares, 
(small solid bullet) Your account registration has changed within the last
30 days,
(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
(including Fidelity Investor Centers), 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. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(small solid bullet) Your name, 
(small solid bullet) The fund's name, 
(small solid bullet) Your fund account number, 
(small solid bullet) The dollar amount or number of shares to be redeemed,
and 
(small solid bullet) Any other applicable requirements listed in the table
at right. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602 
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                   <C>                                                    
Phone 1-800-544-777 (phone_graphic)              All account types     (small solid bullet) Maximum check request:            
                                                 except retirement     $100,000.                                              
                                                                       (small solid bullet) For Money Line transfers to       
                                                 All account types     your bank account; minimum:                            
                                                                       $10; maximum: $100,000.                                
                                                                       (small solid bullet) You may exchange to other         
                                                                       Fidelity funds if both                                 
                                                                       accounts are registered with                           
                                                                       the same name(s), address,                             
                                                                       and taxpayer ID number.                                
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (small solid bullet) The letter of instruction must    
                                                 Tenant,               be signed by all persons                               
                                                 Sole Proprietorship   required to sign for                                   
                                                 , UGMA, UTMA          transactions, exactly as their                         
                                                 Retirement account    names appear on the                                    
                                                                       account.                                               
                                                                       (small solid bullet) The account owner should          
                                                 Trust                 complete a retirement                                  
                                                                       distribution form. Call                                
                                                                       1-800-544-6666 to request                              
                                                                       one.                                                   
                                                 Business or           (small solid bullet) The trustee must sign the         
                                                 Organization          letter indicating capacity as                          
                                                                       trustee. If the trustee's name                         
                                                                       is not in the account                                  
                                                                       registration, provide a copy of                        
                                                                       the trust document certified                           
                                                 Executor,             within the last 60 days.                               
                                                 Administrator,        (small solid bullet) At least one person               
                                                 Conservator,          authorized by corporate                                
                                                 Guardian              resolution to act on the                               
                                                                       account must sign the letter.                          
                                                                       (small solid bullet) Include a corporate               
                                                                       resolution with corporate seal                         
                                                                       or a signature guarantee.                              
                                                                       (small solid bullet) Call 1-800-544-6666 for           
                                                                       instructions.                                          
 
Wire (wire_graphic)                              All account types     (small solid bullet) You must sign up for the wire     
                                                 except retirement     feature before using it. To                            
                                                                       verify that it is in place, call                       
                                                                       1-800-544-6666. Minimum                                
                                                                       wire: $5,000.                                          
                                                                       (small solid bullet) Your wire redemption request      
                                                                       must be received by Fidelity                           
                                                                       before 4 p.m. Eastern time                             
                                                                       for money to be wired on the                           
                                                                       next business day.                                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                                                  
Check (check_graphic)   All account types    (small solid bullet) Minimum check: $500.            
                        except retirement    (small solid bullet) All account owners must sign    
                                             a signature card to receive a                        
                                             checkbook.                                           
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT 
ASSISTANCE
1-800-544-4774
 AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
 
 
 
 
 
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. The shares you exchange will
carry credit for any sales charge you previously paid in connection with
their purchase.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account. Because of the fund's sales charge, you may not want to set up a
systematic withdrawal plan during a period when you are buying shares on a
regular basis.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans 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. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS               
 
FIDELITY AUTOMATIC ACCOUNT BUILDERSM                                  
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND               
 
 
<TABLE>
<CAPTION>
<S>       <C>           <C>                                                          
MINIMUM   FREQUENCY     SETTING UP OR CHANGING                                       
$100      Monthly or    (small solid bullet) For a new account, complete the         
          quarterly     appropriate section on the fund                              
                        application.                                                 
                        (small solid bullet) For existing accounts, call             
                        1-800-544-6666 for an application.                           
                        (small solid bullet) To change the amount or frequency of    
                        your investment, call 1-800-544-6666 at                      
                        least three business days prior to your                      
                        next scheduled investment date.                              
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                                 <C>   <C>   
DIRECT DEPOSIT                                                                                  
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>                                                           
MINIMUM   FREQUENCY    SETTING UP OR CHANGING                                        
$100      Every pay    (small solid bullet) Check the appropriate box on the fund    
          period       application, or call 1-800-544-6666 for an                    
                       authorization form.                                           
                       (small solid bullet) Changes require a new authorization      
                       form.                                                         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                        <C>   <C>   
FIDELITY AUTOMATIC EXCHANGE SERVICE                                                    
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>              <C>                                                             
MINIMUM   FREQUENCY        SETTING UP OR CHANGING                                          
$100      Monthly,         (small solid bullet) To establish, call 1-800-544-6666 after    
          bimonthly,       both accounts are opened.                                       
          quarterly, or    (small solid bullet) To change the amount or frequency of       
          annually         your investment, call 1-800-544-6666.                           
 
</TABLE>
 
A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
The fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends and capital gains are
distributed in December.
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options: 
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional 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, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions. 
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash. 
 
SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital gain
distributions are not subject to the fund's 3% sales charge. Likewise, if
you direct distributions to a fund with a 3% sales charge, you will not pay
a sales charge on those purchases. 
When the fund deducts a distribution from its NAV, the reinvestment price
is the fund's NAV at the close of business that day. Cash distribution
checks will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
The fund earns dividends 
from stocks and interest from 
bond, money market, and 
other investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund 
realizes capital gains 
whenever it sells securities 
for a higher price than it paid 
for them. These are passed 
along as CAPITAL GAIN 
DISTRIBUTIONS.
(checkmark)
TAXES 
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications. 
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31. 
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them. 
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains. 
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
CURRENCY CONSIDERATIONS. If the fund's dividends exceed its taxable income
in any year, which is sometimes the result of currency-related losses, all
or a portion of the fund's dividends may be treated as a return of capital
to shareholders for tax purposes. To minimize the risk of a return of
capital, the fund may adjust its dividends to take currency fluctuations
into account, which may cause the dividends to vary. Any return of capital
will reduce the cost basis of your shares, which will result in a higher
reported capital gain or a lower reported capital loss when you sell your
shares. The statement you receive in January will specify if any
distributions included a return of capital.
EFFECT OF FOREIGN TAXES. The fund sometimes pays withholding or other taxes
to foreign governments during the year. These taxes reduce the fund's
dividends, but are included in the taxable income reported on your tax
statement. You may be able to claim an offsetting tax credit or itemized
deduction for foreign taxes paid by the fund. Your tax statement will
generally show the amount of foreign tax for which a credit or deduction
may be available.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS 
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV and offering price as
of the close of business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
The fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value. 
THE OFFERING PRICE (price to buy one share) is the fund's NAV plus a sales
charge. The sales charge is 3% of the offering price, or 3.09% of the net
amount invested. The REDEMPTION PRICE (price to sell one share) is the
fund's NAV. 
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. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
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) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or its
transfer agent has incurred. 
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
YOU MAY BUY SHARES OF THE FUND (AT THE OFFERING PRICE) OR SELL THEM THROUGH
A BROKER, who may charge you a fee for this service. If you invest through
a broker or other institution, read its program materials for any
additional service features or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following: 
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect the fund, it may take up to seven days to pay you. 
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(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) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC collects the proceeds from the fund's 3% sales charge and may pay a
portion of them to securities dealers who have sold the fund's shares, or
to others, including banks and other financial institutions (qualified
recipients), under special arrangements in connection with FDC's sales
activities. The sales charge paid to qualified recipients is 2.25% of the
fund's offering price.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to 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, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
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 reserves the right to 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) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincide with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
SALES CHARGE REDUCTIONS AND WAIVERS 
REDUCTIONS. The fund's sales charge may be reduced if you invest directly
with Fidelity or through prototype or prototype-like retirement plans
sponsored by FMR or FMR Corp. The amount you invest, plus the value of your
account, must fall within the ranges shown below. However, purchases made
with assistance or intervention from a financial intermediary are not
eligible. Call Fidelity to see if your purchase qualifies.
Ranges               Sales charge   Net amount invested   
 
$0 - 249,999         3%             3.09%                 
 
$250,000 - 499,999   2%             2.04%                 
 
$500,000 - 999,999   1%             1.01%                 
 
$1,000,000 or more   none           none                  
 
The sales charge will also be reduced by the percentage of any sales charge
you previously paid on investments in other Fidelity funds (not including
Fidelity's Foreign Currency Funds). Similarly, your shares carry credit for
any sales charge you would have paid if the reductions in the table above
had not existed. These sales charge credits only apply to purchases made in
one of the ways listed below, and only if you continuously owned Fidelity
fund shares or a Fidelity brokerage core account, or participated in The
CORPORATEplan for Retirement Program.
1. By exchange from another Fidelity fund. 
2. With proceeds of a transaction within a Fidelity brokerage core account,
including any free credit balance, core money market fund, or margin
availability, to the extent such proceeds were derived from redemption
proceeds from another Fidelity fund. 
3. With redemption proceeds from one of Fidelity's Foreign Currency Funds,
if the Foreign Currency Fund shares were originally purchased with
redemption proceeds from a Fidelity fund. 
4. Through the Directed Dividends Option (see page ). 
5. By participants in The CORPORATEplan for Retirement Program when shares
are purchased through plan-qualified loan repayments, and for exchanges
into and out of the Managed Income Portfolio. 
WAIVERS. The fund's sales charge will not apply: 
1. If you buy shares as part of an employee benefit plan having more than
200 eligible employees or a minimum of $3 million in plan assets invested
in Fidelity mutual funds. 
2. To shares in a Fidelity Rollover IRA account purchased with the proceeds
of a distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan that
both qualified for waiver (1) above and had at least some of its assets
invested in Fidelity-managed products. 
3. If you are a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code) investing $100,000 or more. 
4. If you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code). 
5. If you are an investor participating in the Fidelity Trust Portfolios
program. 
6. To shares purchased through Portfolio Advisory Services.
7. If you are a current or former trustee or officer of a Fidelity fund or
a current or retired officer, director, or regular employee of FMR Corp. or
its direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity trustee or employee, a Fidelity trustee or employee
acting as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee. 
8. If you are a bank trust officer, registered representative, or other
employee of a qualified recipient, as defined on page .
9. To contributions and exchanges to a prototype or prototype-like
retirement plan sponsored by FMR Corp. or FMR and which is marketed and
distributed directly to plan sponsors or participants without any
assistance or intervention from any intermediary distribution channel.
10. If you invest through a non-prototype pension or profit-sharing plan
that maintains all of its mutual fund assets in Fidelity mutual funds,
provided the plan executes a Fidelity non-prototype sales charge waiver
request form confirming its qualification.
11. If you are a registered investment adviser (RIA) purchasing for your
discretionary accounts, provided you execute a Fidelity RIA load waiver
agreement which specifies certain aggregate minimum and operating
provisions. Except for correspondents of National Financial Services
Corporation, this waiver is available only for shares purchased directly
from Fidelity, and is unavailable if the RIA is part of an organization
principally engaged in the brokerage business.
12. If you are a trust institution or bank trust department purchasing for
your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), (5), (9), and (10) is contained in the
Statement of Additional Information. A representative of your plan or
organization should call Fidelity for more information.
 
 
 
 
This prospectus is printed on recycled paper using soy-based inks.
 
FIDELITY INTERNATIONAL VALUE FUND
A FUND OF FIDELITY INVESTMENT TRUST
STATEMENT OF ADDITIONAL INFORMATION
   NOVEMBER 1    , 1994
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated    November 1    , 1994). Please
retain this document for future reference. To obtain an additional copy of
the Prospectus, please call Fidelity Distributors Corporation at
1-800-544-8888.
TABLE OF CONTENTS   PAGE   
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>       
Investment Policies and Limitations                                                       
 
Special Considerations Affecting Europe                                                   
 
Special Considerations Affecting Japan, the Pacific Basin, and Southeast Asia             
 
Special Considerations Affecting Canada                                                   
 
Special Considerations Affecting Latin America                                            
 
Special Considerations Affecting Africa                                                   
 
Portfolio Transactions                                                                    
 
Valuation of Portfolio Securities                                                         
 
Performance                                                                               
 
Additional Purchase and Redemption Information                                            
 
Distributions and Taxes                                                                   
 
FMR                                                                                       
 
Trustees and Officers                                                                     
 
Management Contract                                                                       
 
Contracts With Companies Affiliated With FMR                                              
 
Description of the Trust                                                                  
 
Appendix                                                                                  
 
</TABLE>
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISORS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
Fidelity Investments Japan Ltd. (FIJ)
Fidelity International Investment Advisors (FIIA)
Fidelity International Investment Advisors (U.K.) Limited (FIIAL U.K.)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Co. (FSC)
  IVF-ptb-   11    94
 
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets 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.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of a fund.
However, except for the fundamental investment limitations set forth below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, 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,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) 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;
(5) 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;
(6) 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);
(7) 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
(8) 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.
(9) The fund may, not withstanding 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 objectives, policies, and limitations as the fund.
   THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.    
(i) 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.
(ii) 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.
(iii) 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 (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) 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.
(v) The fund does not currently intend to purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation
   (iv) would exceed 15%     of the fund's net assets.
(v   i    ) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (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 (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commissions is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(   viii    ) The fund does not currently intend to purchase the securities
of any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.
(   ix    ) The fund does not currently intend to invest in oil, gas, or
other mineral exploration or development programs or leases.
   (x) 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 objectives, policies, and
limitations as the fund.    
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 8.
AFFILIATED BANKS TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission    (SEC)    , the Board of Trustees has established
and periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
FUND'S RIGHTS AS A SHAREHOLDER. The fund does not intend to direct or
administer the day-to-day operations of any company. The fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
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 the fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against the fund and the risk of actual liability if the fund is involved
in litigation. No guarantee can be made, however, that litigation against
the fund will not be undertaken or liabilities incurred.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset a fund's rights and
obligations relating to the investment). Investments currently considered
by the fund to be illiquid include repurchase agreements not entitling the
holder to payment of principal and interest within seven days,
over-the-counter options, and non-government stripped fixed-rate
mortgage-backed securities. Also FMR may determine some restricted
securities, government-stripped fixed-rate mortgage-backed securities,
loans and other direct debt instruments, emerging market securities, and
swap agreements to be illiquid. However, with respect to over-the-counter
options the fund writes, all or a portion of the value of the underlying
instrument may be illiquid depending on the assets held to cover the option
and the nature and terms of any agreement the fund may have to close out
the option before expiration.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time the fund may be permitted
to sell a security under an effective registration statement. If, during
such a period, adverse market conditions were to develop the fund might
obtain a less favorable price than prevailed when it decided to seek
registration of the security.
SOVEREIGN DEBT OBLIGATIONS. The fund may purchase sovereign debt
instruments 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
interest when due, and may require renegotiation or rescheduling of debt
payments. In addition, prospects for repayment of principal and interest
may depend on political as well as economic factors.
LOWER-QUALITY DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
future performance of the high yield bond market, especially during periods
of economic recession. In fact, from 1989 to 1991, the percentage of
lower-quality debt securities that defaulted rose significantly above prior
levels, though the default rate decreased in 1992 and 1993.
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and the fund's ability to sell these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by the fund. In considering
investments for the fund, FMR will attempt to identify those issuers of
high-yielding securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the future.
FMR's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer.
The fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as 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.
 LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to the fund's policies
regarding the quality of debt securities. 
 Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of
principal and interest. Direct debt instruments may not be rated by any
nationally recognized rating service. If the fund does not receive
scheduled interest or principal payments on such indebtedness, the fund's
share price and yield could be adversely affected. Loans that are fully
secured offer the fund more protections than an unsecured loan in the event
of non-payment of scheduled interest or principal. However, there is no
assurance that the liquidation of collateral from a secured loan would
satisfy the borrower's obligation, or that the collateral could be
liquidated. Indebtedness of borrowers whose creditworthiness is poor
involves substantially greater risks and may be highly speculative.
Borrowers that are in bankruptcy or restructuring may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Direct
indebtedness of developing countries also involves a risk that the
governmental entities responsible for the repayment of the debt may be
unable, or unwilling, to pay interest and repay principal when due.
 Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve additional risks
to the fund. For example, if a loan is foreclosed, the fund could become
part owner of any collateral, and would bear the costs and liabilities
associated with owning and disposing of the collateral. In addition, it is
conceivable that under emerging legal theories of lender liability, the
fund could be held liable as a co-lender. Direct debt instruments may also
involve a risk of insolvency of the lending bank or other intermediary.
Direct debt instruments that are not in the form of securities may offer
less legal protection to the fund in the event of fraud or
misrepresentation. In the absence of definitive regulatory guidance, the
fund relies on FMR's research in an attempt to avoid situations where fraud
or misrepresentation could adversely affect the fund.
 A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, the fund has direct recourse against the borrower, it
may have to rely on the agent to apply appropriate credit remedies against
a borrower. If assets held by the agent for the benefit of the fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
 Direct indebtedness purchased by the fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
The fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments. 
 The fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see limitations 1 and 5).
For purposes of these limitations, the fund generally will treat the
borrower as the "issuer" of indebtedness held by the fund. In the case of
loan participations where a bank or other lending institution serves as
financial intermediary between the fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict the fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates (in the U.S. or abroad), foreign currency values,
mortgage securities, corporate borrowing rates, or other factors such as
security prices or inflation rates. Swap agreements can take many different
forms and are known by a variety of names. The fund is not limited to any
particular form of swap agreement if FMR determines it is consistent with
the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
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 the fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investment 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. The fund expect   s     to be able to
eliminate    its     exposure under swap agreements either by assignment or
other disposition, or by entering into an offsetting swap agreement with
the same party or a similarly creditworthy party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of a fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If the fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
INDEXED SECURITIES. The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
U.S. and abroad. At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values
may decline substantially if the issuer's creditworthiness deteriorates.
Recent issuers of indexed securities have included banks, corporations, and
certain U.S. government agencies. Indexed securities may be more volatile
than their underlying instruments.
SECURITIES OF SMALL CAPITALIZATION COMPANIES. Smaller capitalization
companies may have limited product lines, markets, or financial resources.
These conditions may make them more susceptible to setbacks and reversals.
Therefore, their securities may have limited marketability and may be
subject to more abrupt or erratic market movements than securities of
larger companies.
CLOSED-END INVESTMENT COMPANIES. Each fund may purchase the equity
securities of closed-end investment companies to facilitate investment in
certain countries. Equity securities of closed-end investment companies
generally trade at a discount to their net asset value.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed-upon price on an agreed-upon date within a number of days from
the date of purchase. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement involves the
obligation of the seller to pay the agreed-upon price, which obligation is
in effect secured by the value (at least equal to the amount of the
agreed-upon resale price and marked to market daily) of the underlying
security. The fund may engage in repurchase agreements with respect to any
security in which it is authorized to invest. While it does not presently
appear possible to eliminate all risks from these transactions
(particularly the possibility of a decline in the market value of the
underlying securities, as well as delays and costs to the funds in
connection with bankruptcy proceedings), it is the current policy of the
fund to limit repurchase agreement transactions to those parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements may include
agreements to purchase and sell foreign securities in exchange for fixed
U.S. dollar amounts, or in exchange for specified amounts of foreign
currency. Unlike typical U.S. repurchase agreements, foreign repurchase
agreements may not be fully collateralized at all times. The value of the
security purchased by the fund may be more or less than the price at which
the counterparty has agreed to repurchase the security. In the event of a
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 market securities may
involve issuers or counterparties with lower credit ratings than typical
U.S. repurchase agreements.
INTERFUND BORROWING PROGRAM. The fund has received permission from the SEC
to lend money to and borrow money from other funds advised by FMR or its
affiliates. Interfund loans and borrowings normally will extend overnight,
but can have a maximum duration of seven days. Loans may be called on one
day's notice. The fund will lend through the program only when the returns
are higher than those available at the same time from other short-term
instruments (such as repurchase agreements), and will borrow through the
program only when the costs are equal to or lower than the cost of bank
loans. The fund 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.
SECURITIES LENDING. The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that the fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
FOREIGN SECURITIES. Investing in securities issued by companies or other
issuers whose principal activities are outside of the U.S. may involve
significant risks not present in U.S. investments. 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. In addition, there is generally less publicly available
information about foreign issuers, particularly those not subject to the
disclosure and reporting requirements of the U.S. securities laws. 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. Investments in foreign securities also
involve the risk of possible adverse changes in investment or exchange
control regulations, expropriation or confiscatory taxation, limitation on
the removal of monies or other assets of a fund, political or financial
instability, or diplomatic and other developments which could affect such
investments. Further, economies of particular countries or areas of the
world may differ favorably or unfavorably from the economy of the U.S.
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the U.S. Foreign stock markets, while growing in volume and
sophistication, are generally not as developed as those in the U.S., and
securities of some foreign issuers (particularly those located in
developing countries) may be less liquid and more volatile than securities
of comparable U.S. issuers. Foreign security trading practices, including
those involving securities settlement where fund assets may be released
prior to receipt of payment, may expose a fund to increased risk in the
event of a failed trade or the insolvency of a foreign broker-dealer. In
addition, foreign brokerage commissions and other fees are generally higher
than on securities traded in the U.S. and may be non-negotiable. In
general, there is less overall governmental supervision and regulation of
securities exchanges, brokers and listed companies than in the U.S.
The fund may invest in foreign securities that impose restrictions on
transfer within the U.S. or to U.S. persons. Although securities subject to
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 and European Depositary Receipts (ADRs and
EDRs) are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution. Designed
for use in U.S. and European securities markets, respectively, ADRs and
EDRs are alternatives to the purchase of the underlying securities in their
national markets and currencies.
FOREIGN CURRENCY TRANSACTIONS. The fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The fund will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
The fund may use currency forward contracts for any purpose consistent with
its investment objective. The following discussion summarizes the principal
currency management strategies involving forward contracts that could be
used by the fund. The fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When the fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
The fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if the fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. The fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
The fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if the fund held investments denominated in
deutschemarks, the fund could enter into forward contracts to sell
deutschemarks and purchase Swiss francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change the fund's investment exposure to changes in
currency exchange rates, and could result in losses to the fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged the fund by selling that currency
in exchange for dollars, the fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, the fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases the fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the fund or that it will hedge at an appropriate time.
SHORT SALES "AGAINST THE BOX." If the fund enters into a short sale against
the box, it will be required to set aside securities equivalent in kind and
amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The fund will incur
transaction costs, including interest expense, in connection with opening,
maintaining, and closing short sales against the box.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund intends to file a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets, before engaging in any purchases or sales of futures
contracts or options on futures contracts. The fund intends to comply with
Rule 4.5 under the Commodity Exchange Act, which limits the extent to which
the fund can commit assets to initial margin deposits and options premiums.
In addition, the fund will not: (a) sell futures contracts, purchase put
options or write call options if, as a result, more than 25% of a fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by    the     fund
would exceed 5% of the fund's total assets. These limitations do not apply
to options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the funds' policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract.
Futures can be held until their delivery dates, or can be closed out before
then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contracts is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund   's     investment limitations. In the event of
the bankruptcy of an FCM that holds margin on behalf of    the     fund,
the fund may be entitled to return of margin owed to it only in proportion
to the amount received by the FCM's other customers, potentially resulting
in losses to the fund. 
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
COMBINED POSITIONS. The fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example,    the     fund may purchase a put option and write a call option
on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a
futures contract. Another possible combined position would involve writing
a call option at one strike price and buying a call option at a lower
price, in order to reduce the risk of the written call option in the event
of a substantial price increase. Because combined options positions involve
multiple trades, they result in higher transaction costs and may be more
difficult to open and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments. 
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match 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. The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in 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. 
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require    the     fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows a fund
greater flexibility to tailor an option to its needs, OTC options generally
involve greater credit risk than exchange-traded options, which are
guaranteed by the clearing organization of the exchanges where they are
traded.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency. 
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. The fund may also purchase and write currency options in
conjunction with currency futures or forward contracts. Currency futures
and options values can be expected to correlate with exchange rates, but
may not reflect other factors that affect the value of the fund's
investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of the fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of a fund's investments exactly over time.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The funds will comply
with guidelines established by the SEC with respect to coverage of options
and futures strategies by mutual funds, and if the guidelines so require
will set aside appropriate liquid assets in a segregated custodial account
in the amount prescribed. Securities held in a segregated account cannot be
sold while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of the fund's assets could impede
portfolio management or the fund's ability to meet redemption requests or
other current obligations.
WARRANTS. Warrants are securities that give    the     fund the right to
purchase equity securities from the issuer at a specific price (the strike
price) for a limited period of time. The strike price of warrants typically
is much lower than the current market price of the underlying securities,
yet they are subject to similar price fluctuations. As a result, warrants
may be more volatile investments than the underlying securities and 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 securities and do not represent any rights in the assets
of the issuing company. Also, the value of the warrant does not necessarily
change with the value of the underlying securities and a warrant ceases to
have value if it is not exercised prior to the expiration date. These
factors can make warrants more speculative than other types of investments.
   SPECIAL CONSIDERATIONS AFFECTING EUROPE     
   New developments surrounding the creation of a unified common market in
Europe have helped to reduce physical and economic barriers promoting the
free flow of goods and services throughout Western Europe. These new
developments could make this new unified market one of the largest in the
world. However, encouraging signs of stronger growth in North America
contrasted with marked deterioration in economic performance in Europe,
where recessionary tendencies persisted through much of 1993. The sharp
slowing of growth in Europe reflects a range of adverse factors, including
tight monetary conditions, inadequate progress toward inflation convergence
and budgetary consolidation in many countries, and the attendant weakness
of consumer and business confidence. More generally, the turbulence in
foreign exchange markets since the middle of 1992 and an escalation of
tensions over trade have contributed to increased uncertainty in many
countries.    
   The economic situation also remains difficult for Eastern European
countries in transition from central planning, following what has already
been a sizable decline in output. The contraction now appears to be
bottoming out in parts of central Europe, where some countries are
projected to register positive growth in 1994. But key aspects of the
reform and stabilization efforts have not yet been fully implemented, and
there remain risks of policy slippages. In the Russian Federation and most
other countries of the former Soviet Union, economic conditions are of
particular concern because of economic instability due to political unrest
and armed conflicts in many regions.     
   Notwithstanding the continued economic difficulties in many countries,
recent positive developments offer hope for a cooperative growth strategy
in the near term, which could also permit a strengthening of global
economic performance over the medium term. Many developing countries are
reaping the fruits of sustained reform and stabilization efforts. Efforts
to enhance assistance to countries affected by the transition to
market-based trading systems occurring in central Europe and the former
Soviet Union, and to low-income countries to support strengthened
stabilization and restructuring efforts, are moving forward. In Europe,
exchange market tensions have eased, and interest rates have been falling
and should continue to do so as evidence accumulates of the waning of
inflationary pressures.    
   The European Community (EC) consists of Belgium, Denmark, France,
Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain,
and the United Kingdom (the member states). In 1986, the member states of
the EC signed the "Single European Act," an agreement committing these
countries to the establishment of a market among themselves, unimpeded by
internal barriers or hindrances to the free movement of goods, persons,
services, or capital. To meet this goal, a series of directives have been
issued to the member states. Compliance with these directives is designed
to eliminate three principal categories of barriers: (1) physical
frontiers, such as customs posts and border controls; (2) technical
barriers (which include restrictions operating within national territories)
such as regulations and norms for goods and services (product standards);
discrimination against foreign bids (bids by other EC members) on public
purchases; or restrictions on foreign requests to establish subsidiaries;
and (3) fiscal frontiers, notably the need to levy value-added taxes,
tariffs, or excises on goods or services imported from other EC states.    
   The ultimate goal of this project is to achieve a large unified domestic
European market in which available resources would be more efficiently
allocated through the elimination of the above-mentioned barriers and the
added costs associated with those barriers. Elimination of these barriers
would simplify product distribution networks, allow economies of scale to
be more readily achieved, and free the flow of capital and other resources.
The Maastricht Treaty on economic and monetary union (EMU) attempts to
provide its members with a stable monetary framework consistent with the
EC's broad economic goals. But until the EMU takes effect, which is
intended to occur between 1997 and 1999, the community will face the need
to reinforce monetary cooperation in order to reduce the risk of a
recurrence of tensions between domestic and external policy objectives.    
   The total European market, as represented by both EC and non-EC
countries, consists of over 328 million consumers, making it larger
currently than either the United States or Japanese markets. European
businesses compete nationally and internationally in a wide range of
industries including: telecommunications and information services, roads
and transportation, building materials, food and beverages, broadcast and
media, financial services, electronics, and textiles. Actual and
anticipated actions on the part of member states to conform to the unified
Europe directives has prompted interest and activity not only by European
firms, but also by foreign entities anxious to establish a presence in
Europe that will result from these changes. Indications of the effect of
this response to a unified Europe can be seen in the areas of mergers and
acquisitions, corporate expansion and development, GNP growth, and national
stock market activity.    
   The early experience of the former centrally planned economies has
already demonstrated the crucially important link between structural
reforms, macroeconomic stabilization, and successful economic
transformation. Among the central European countries, the Czech Republic,
Hungary, and Poland have made the greatest progress in structural reform;
inflationary pressures there have abated following price liberalization,
and output has begun to recover. These achievements will be difficult to
sustain, however, in the absence of strong efforts to contain the large
fiscal deficits that have accompanied the considerable losses of output and
tax revenue since the start of the reform process.    
   In the Baltic countries there are encouraging signs that reforms are
taking hold and are being supported by strong stabilization efforts. In
most other countries of the former Soviet Union, in contrast, inadequate
stabilization efforts now threaten to lead to hyper-inflation, which could
derail the reform process. Inflation, which had abated following the
immediate impact of price liberalization in early 1992, surged to extremely
high levels in late 1992 and early 1993. The main reason for this
development has been excessive credit expansion to the government and to
state enterprises. The transformation process is being seriously hampered
by the widespread subsidization of inefficient enterprises and the
resulting misallocation of resources. The lack of effective economic and
monetary cooperation among the countries of the former Soviet Union
exacerbates other problems by severely constraining trade flows and
impeding inflation control. Partly as a result of these difficulties, some
countries have decided that the introduction of separate currencies offers
the best scope for avoiding hyper-inflation and for improving economic
conditions. This development can facilitate the implementations of stronger
stabilization programs. Economic conditions appear to have improved for
some of the transition economies of central Europe during the past year.
Following three successive years of output declines, there are preliminary
indications of a turnaround in the former Czech and Slovak Federal
Republic, Hungary and Poland; growth in private sector activity and strong
exports, especially to Western Europe, now appear to have contained the
fall in output. Most central European countries in transition, however, are
expected to achieve positive real growth in 1994 as market reforms deepen.
The strength of the projected output gains will depend crucially on the
ability of the reforming countries to contain fiscal deficits and inflation
and on their continued access to, and success in, export markets. Economic
conditions in the former Soviet Union have continued to deteriorate. Real
GDP in Russia fell 11.9 percent in 1993, after an 18 percent decline in
1992, after a 9 percent decline in 1991. In many other countries of the
region, output losses have been even larger. These declines reflect the
adjustment difficulties during the early stages of the transition, high
rates of inflation, the compression of imports, disruption in trade among
the countries of the former Soviet Union, and uncertainties about the
reform process itself. Large-scale subsidies are delaying industrial
restructuring and are exacerbating the fiscal situation. A reversal of
these adverse factors is not anticipated in the near term, and output is
expected to decline further in most of these countries. A number of their
governments, including those of Hungary, and Poland, are currently
implementing or considering reforms directed at political and economic
liberalization, including efforts to foster multi-party political systems,
decentralize economic planning, and move toward free market economies. At
present, no Eastern European country has a developed stock market, but
Poland, Hungary and the Czech Republic have small securities markets in
operation. Ethnic and civil conflict currently rage throughout the former
Yugoslavia. The outcome is uncertain.     
   Both the EC and Japan, among others, have made overtures to establish
trading arrangements and assist in the economic development of the Eastern
European nations. In the rest of Europe, monetary policy and financial
market developments have been dominated by the currency turmoil that began
in September 1992. At the same time, conditions are improving for
significant reductions of official interest rates in Europe, which should
help to contain recessionary forces and ensure that recovery takes hold by
1994. There is also an urgent need for positive steps to resist
protectionist pressures, especially by bringing the multilateral trade
negotiations under the Uruguay Round of the General Agreement on Trade and
Tariffs (GATT) to a successful conclusion. Determined action to alleviate
short-term difficulties and to achieve key medium-term objectives would
unquestionably strengthen consumer and business confidence. Interest rates
generally have declined somewhat with the easing of tensions in the
Exchange Rate Mechanism (ERM), but for most countries tight monetary
conditions remain an obstacle to stronger growth and a threat to exchange
market stability. However, in the long-term, reunification could prove to
be an engine for domestic and international growth.    
       REAL GDP ANNUAL RATE OF GROWTH
       1993
Denmark              0.3%       
 
France               -0.1       
 
Germany              -1.2       
 
Italy                -0.7       
 
Netherlands          0.3        
 
Spain                -1.0       
 
Switzerland          -0.7       
 
United Kingdom       1.9        
 
Source:     International Monetary Fund World Economic Outlook, May 1994
    (Figures are quoted based on each country's domestic currency.)
 
       NATIONAL INDICES (   WITHOUT DIVIDENDS) JULY 1994    
   GROWTH IN U.S. DOLLARS    
EUROPE
                      1 year          5 years       
 
   Greece             3.88            78.23         
 
   Portugal           16.99           7.10          
 
   Turkey             -22.77          56.71         
 
Source: Morgan Stanley 
       SPECIAL CONSIDERATIONS AFFECTING    JAPAN,     THE PACIFIC BASIN   ,
AND SOUTHEAST ASIA    
   Many Asian countries may be subject to a greater degree of social,
political and economic instability than is the case in the United States
and Western European countries.  Such instability may result from (i)
authoritarian governments or military involvement in political and economic
decision-making; (ii) popular unrest associated with demands for improved
political, economic and social conditions; (iii) internal insurgencies;
(iv) hostile relations with neighboring countries; and (v) ethnic,
religious and racial disaffection.    
   The economies of most of the Asian countries are heavily dependent upon
international trade and are accordingly affected by protective trade
barriers and the economic conditions of their trading partners,
principally, the United States, Japan, China and the European Community. 
The enactment by the United States or other principal trading partners of
protectionist trade legislation, reduction of foreign investment in the
local economies and general declines in the international securities
markets could have a significant adverse effect upon the securities markets
of the Asian countries.      
Thailand h   as one of the fastest-grow    ing stock markets in the world. 
The manufacturing sector is becoming increasingly sophisticated and is
benefiting from export-oriented investing.  The manufacturing and service
sectors continue to account for the bulk of Thailand's economic growth. 
The agricultural sector continues to become less important.  The government
has followed fairly sound fiscal and monetary policies, aided by increased
tax receipts from a fast moving economy.  The government also continues to
move ahead with new projects    -     especially telecommunications, roads
and port facilities    -     needed to refurbish the country's overtaxed
infrastructure.  Nonetheless, political unrest coupled with the shooting of
antigovernment demonstrators in May        1992 has caused many
international businesses to question Thailand's political stability.
Hong Kong's impending return to Chinese dominion in 1997 has not initially
had a positive effect on its economic growth which was vigorous in the
   1980s    .     Although China has committed by treaty to preserve the
economic and social freedoms enjoyed in Hong Kong for 50 years after
regaining control of Hong Kong, the continuation of the current form of the
economic system in Hong Kong after the reversion will depend on the actions
of the government of China.  Business confidence in Hong Kong, therefore,
can be significantly affected by such developments, which in turn can
affect markets and business performance.      In preparation for 1997, Hong
Kong has continued to develop trade with China, where it is the largest
foreign investor, while also maintaining its long   -    standing export
relationship with the United States.  Spending on infrastructure
improvements is a significant  priority of the colonial government while
the private sector continues to diversify abroad based on its position as
an established international trade center in the Far East.
In terms of GDP, industrial standards and level of education, South Korea
is second only to Japan in Asia.  It enjoys the benefits of a diversified
economy with wel   l-    developed sectors in electronics, automobiles,
textiles and shoe manufacture, steel and shipbuilding among others.  The
driving force behind the economy's dynamic growth has been the planned
development of an export   -    oriented econo   my in a vigorously
entrepreneurial society.  Real GDP grew about         5    .3   % in
    1993   .  Labor unrest was noticeably calmer, unemployment averaged a
low of 2.3%, and investment was strong.  Inflation rates, however, are
beginning to challenge South Korea's strong economic performance.     
B   oth Koreas joined the United Nations separately in late 1991, creating
another forum for negotiation and joint cooperation.      Reunification of
North Korea and South Korea could have a detrimental effect on the economy
of South Korea. 
   Indonesia is a mixed economy with many socialist institutions and
central planning but with a recent emphasis on deregulation and private
enterprise.  Like Thailand, Indonesia has extensive natural wealth, yet
with a large and rapidly increasing        population, it remains a poor
country.      Indonesia's dependence on commodity exports makes it
vulnerable to a fall in world commodity prices. 
   Malaysia has one of the fastest    -   growing economies in the
Asian-Pacific region.  Malaysia has become the world's third-largest
producer of semiconductor devices (after the U.S. and Japan) and the
world's largest exporter of semiconductor devices.  More remarkable is the
country's ability to achieve rapid economic growth with relative price
stability (2% inflation over the past five years) as the government
followed prudent fiscal/monetary policies.  Malaysia's high export
dependence level leaves it vulnerable to a recession in the Organization
for Economic Cooperation and Development countries or a fall in world
commodity prices.    
   Singapore has an open entrepreneurial economy with strong service and
manufacturing sectors and excellent international trading links derived
from its history.  During the 1970s and the early 1980s, the economy
expanded rapidly, achieving an average annual growth rate of 9%.  Per
capita GDP is among the highest in Asia.  Singapore holds a position as a
major oil refining and services center.    
   Japan currently has the second    -   largest GDP in the world.  The
Japanese economy has grown substantially over the last three decades. 
Its     growth rate averaged over 5% in the    1970s     and 1980s. 
   However, in 1992, the growth rate in Japan slowed to 0.6% and their
budget showed a deficit of 1 1/2% percent of GDP.  Despite small rallies
and market gains, Japan has been plagued with economic sluggishness.
Economic conditions have weakened considerably in Japan since October 1992. 
The boom in Japan's equity and property markets during the expansion of the
late 1980's supported high rates of investment and consumer spending on
durable goods, but both of these components of demand have now retreated
sharply following the decline in asset prices. Profits have fallen sharply,
the previously tight labor market conditions have eased considerably, and
consumer confidence is low. The banking sector has experienced a sharp rise
in non-performing loans, and strains in the financial system are likely to
continue. The decline in interest rates and the two large fiscal stimulus
packages should help to contain the recessionary forces, but substantial
uncertainties remain. The general government position has deteriorated as a
result of weakening economic growth, as well as stimulative measures taken
recently to support economic activity and to restore financial
stability.    
   Although Japan's economic growth has declined significantly since 1990,
many Japanese companies seem capable of rebounding due to increased
investments, smaller borrowings, increased product development and
continued government support.  Growth is expected to recover in 1994.     
Japan's economic growth in the early    1980s     was due in part to
government borrowings.  Japan is heavily dependent upon international trade
and, accordingly, has been and may continue to be adversely affected by
trade barriers, and other protectionist or retaliatory measures of, as well
as economic conditions in, the U.S. and other countries with which they
trade. Industry, the most important sector of the economy, is heavily
dependent on imported raw materials and fuels.  Japan's major industries
are in the engineering, electrical, textile, chemical, automobile, fishing,
and telecommunication fields.  Japan imports iron ore, copper, and
   many     forest products.  Only 19% of its land is suitable for
cultivation.  Japan's agricultural economy is subsidized and protected.  It
is about 50% self   -    sufficient in food production.  Even though Japan
produces a minute rice surplus, it is dependent upon large imports of
wheat, sorghum, and soybeans from other countries.  Japan's high volume of
exports such as automobiles, machine tools, and semiconductors have caused
trade tensions with other countries, particularly the United States. 
Attempts to approve trading agreements between the countries may reduce the
friction caused by the current trade imbalance. 
Australia has a prosperous Western   -    style capitalist economy, with a
per capita GDP comparable to levels in industrialized    Western    
European countries.  It is rich in natural resources and is the world's
largest exporter of beef and wool, second   -    largest for mutton, and is
among the top wheat exporters.  Australia is also a major exporter of
minerals, metals and fossil fuels.  Due to the nature of its exports, a
downturn in world commodity prices can have a big impact on its economy.
         
       EMERGING MARKETS: ASIA
MARKET CAPITALIZATION IN U.S. DOLLARS
   JULY     1994
                        Billions:       
 
   India                54.05           
 
   Indonesia            21.98           
 
   Korea                98.64           
 
   Malaysia             106.05          
 
   Pakistan             7.31            
 
   Philippines          19.97           
 
   Sri Lanka            1.24            
 
   Taiwan               132.97          
 
   Thailand             59.76           
 
   Source: Morgan Stanley     
       NATIONAL INDICES    (WITHOUT DIVIDENDS)
OCTOBER 1993    
GROWTH IN U.S. DOLLARS
ASIA
                        1 year          5 years       
 
   India                75.90           n/a           
 
   Indonesia            15.89           27.59         
 
   Israel               -11.51          n/a           
 
   Jordan               -10.39          35.91         
 
   Korea                38.32           -11.32        
 
   Malaysia             34.32           119.20        
 
   Pakistan             66.71           n/a           
 
   Philippines          81.67           132.88        
 
   Sri Lanka            44.66           n/a           
 
   Taiwan               81.09           -24.99        
 
   Thailand             63.27           175.50        
 
       ASIAN STOCK MARKET RETURNS (   JULY 1994    )
                        Average annual stock market        
                        return (Local currency %)
         
                        Five Years Annualized              
 
   China                n/a                                
 
   Hong Kong             31.14                             
 
   India                n/a                                
 
   Indonesia             11.49                             
 
   Japan                 (7.81)                            
 
   Korea                 2.32                              
 
   Malaysia              17.15                             
 
   Philippines           29.61                             
 
   Singapore             9.35                              
 
   Taiwan                (5.58)                            
 
   Thailand              22.06                             
 
Source: Morgan Stanley 
       REAL GDP
                        1993         
 
   China                 13.1%       
 
   Hong Kong            n/a          
 
   India                 4.1         
 
   Indonesia             6.5         
 
   Japan                 0.1         
 
   Korea                 5.3         
 
   Malaysia             n/a          
 
   Philippines           1.8         
 
   Singapore            n/a          
 
   Taiwan                5.7         
 
   Thailand              7.8         
 
Source: Morgan Stanley 
       SPECIAL CONSIDERATIONS AFFECTING CANADA
Canada occupies the northern part of North America and is the
second   -    largest country in the world (3.97 million square miles in
area) extending from the Atlantic Ocean to the Pacific. The companies    in
which the fund may invest     may include those involved in the energy
industry, industrial materials (chemicals, base metals, timber and paper)
and agricultural materials (grain cereals).  The securities of companies in
the energy industry are subject to changes in value and dividend yield
which depend, to a large extent, on the price and supply of energy fuels. 
Rapid price and supply fluctuations may be caused by events relating to
international politics, energy conservation and the success of exploration
products.  Canada is one the world's leading industrial countries, as well
as  a major exporter of agricultural products. Canada is rich in natural
resources such as zinc, uranium, nickel, gold, silver, aluminum, iron and
copper.  Forest covers over 44% of land area, making Canada a leading world
producer of newsprint. The economy of Canada is strongly influenced by the
activities of companies and industries involved in the production and
processing of natural resources.  Canada is a major producer of
hydroelectricity, oil and gas.  The business activities of companies in the
energy field may include the production, generation, transmission,
marketing, control or measurement of energy or energy fuels. Economic
prospects are changing due to recent government attempts to reduce
restrictions against foreign investment.
Canadian securities are not considered by FMR to have the same level of
risk as other nation's securities.  Canadian and U.S. companies are
generally subject to similar auditing and accounting procedures, and
similar government supervision and regulation.  Canadian markets are more
liquid than many other foreign markets and share similar characteristics
with U.S. markets.  The political system is more stable than in some other
foreign countries, and the Canadian dollar is generally less volatile
relative to the U.S. dollar.
Many factors affect and could have an adverse impact on the financial
condition of Canada, including social, environmental and economic
conditions; factors which are not within the control of Canada.  In Canada, 
where recovery is not yet as firmly established as in the United States,
interest rates have been coming down after a sharp rise associated with
exchange market developments in the fall of 1992.  In light of the cyclical
situation, there should be room for a further easing of interest rates
without jeopardizing the progress made toward price stability.  Continued
perseverance in reducing the structural budget deficit also is required. 
FMR is unable to predict what effect, if any, such factors would have on
instruments held in the fund's portfolio.
Beginning in January    1989,     the U.S.    -     Canada Free Trade
Agreement will be phased in over a period of 10 years.  This agreement will
remove tariffs on U.S. technology and Canadian agricultural products in
addition to removing trade barriers affecting other important sectors of
each country's economy.     Canada, the U.S. and Mexico will implement the
North American Free Trade Agreement, beginning in 1994.  This cooperation
is expected to lend to increased trade and to reduce barriers.    
The majority of new equity issues or initial public offerings in Canada are
through underwritten offerings.  The Fund may elect to participate in these
issues.
       SPECIAL CONSIDERATIONS AFFECTING LATIN AMERICA
Latin America is a region rich in natural resources such as oil, copper,
tin, silver, iron ore, forestry, fishing, livestock, and agriculture.  The
region has a large population (roughly 300 million) representing a large
domestic market.  Economic growth was strong in the 1960s and 1970s, but
slowed dramatically in the 1980s as a result of poor economic policies,
higher international interest rates and the denial of access to new foreign
capital.  Capital flight has proven a persistent problem and external debt
has been forcibly rescheduled.  Political turmoil, high inflation, capital
repatriation restrictions and nationalization have further exacerbated
conditions.
Changes in political leadership, the implementation of
market   -    oriented economic policies, such as privatization, trade
reform and fiscal and monetary reform are among the recent steps taken to
renew economic growth.  External debt is being restructured and flight
capital (domestic capital that has left the home country) has begun to
return.  Inflation control efforts have also been implemented.  A    free
trade zone has been established in     various areas around the region, the
most notable being a free zone between Mexico, the U.S., and Canada.  Latin 
American equity markets can be extremely volatile and in the past have
shown little correlation with the U.S. market.  Currencies are typically
weak, but most are now relatively free floating, and it is not unusual for
the currencies to undergo wide fluctuations in value over short periods of
time due to changes in the market.
Mexico's economy is a mixture of state   -    owned industrial plants
(notably oil), private manufacturing and services, and both
large   -    scale and traditional agriculture.  In the 1980s, Mexico
experienced severe economic difficulties: the nation accumulated large
external debts as world petroleum prices fell; rapid population growth
outstripped the domestic food supply; and inflation, unemployment, and
pressures to emigrate became more acute.  Growth in national output   
however,     appears to be recovering, rising from 1.4% in 1988 to 3.9% in
1990.  The U.S. is Mexico's major trading partner, accounting for
two   -    thirds of its exports and imports. In fact, the U.S. now exports
more goods to Mexico than    to     Japan.  After petroleum, border
assembly plants and tourism are the largest earners of foreign exchange. 
The government, in consultation with international economic agencies, is
implementing programs to stabilize the economy and foster growth.    
Mexico, the U.S. and Canada will implement the North American Free Trade
Agreement, beginning in 1994.  This cooperation is expected to lead to
increased trade and reduced barriers.    
Brazil entered the 1990s with declining real growth, runaway inflation, an
unserviceable foreign debt of $122 billion, and a lack of policy direction. 
A major long   -    run strength is Brazil's natural resources.  Iron ore,
bauxite, tin, gold, and forestry products make up som   e of Brazil's basic
    natural resource base, which includes some of the largest mineral
reserves in the world. A vibrant private sector is marred by an inefficient
public sector.  The government has embarked on an ambitious reform program
that seeks to modernize and reinvigorate the economy by stabilizing prices,
deregulating the economy, and opening it to increased foreign competition.
         In terms of population, Brazil is the sixth   -    largest in the
world with about 155 million people and represents a huge domestic market.
Chile, like Brazil, is endowed with considerable mining resources, in
particular copper.  Economic reform has been ongoing in Chile for at least
15 years, but political democracy has only recently returned to Chile. 
Privatization of the public sector beginning in the early 1980s has
bolstered the equity market.  A well organized pension system has created a
long   -    term domestic investor base.
Argentina is strong in wheat production and other foodstuffs and livestock
ranching.  A well   -    educated and skilled population boasts one of the
highest literacy rates in the region.  The country has been ravaged by
decades of extremely high inflation and political instability. Recent
attempts by the present political regime to slow inflation and rationalize
government spending appear to be meeting with some success.  Privatization
is ongoing and should reduce the amount of external debt outstanding   . 
    
Venezuela has substantial oil reserves.  External debt is being
renegotiated, and the government is implementing economic reform in order
to reduce the size of the public sector.  Internal gasoline prices, which
are one   -    third those of international prices, are being increased in
order to reduce subsidies.  Plans for privatization and exchange and
interest rate liberalization are examples of recently introduced reforms.
       EMERGING MARKETS: LATIN AMERICA
MARKET CAPITALIZATION IN U.S. DOLLARS
   JULY 1994    
            Billions:       
 
Argentina      26.48        
 
Brazil         72.17        
 
Chile          30.94        
 
Colombia       8.92         
 
Mexico         105.29       
 
Peru           3.30         
 
Venezuela      3.27         
 
Source: Morgan Stanley    Capital International    
       NATIONAL INDICES    (WITHOUT DIVIDENDS) JULY 1994
    GROWTH IN U.S. DOLLARS
LATIN AMERICA
                      1 year          5 years       
 
   Argentina          39.52           622.27        
 
   Brazil             56.42           147.59        
 
   Chile              48.70           433.18        
 
   Colombia           118.25          n/a           
 
   Mexico             25.89           504.59        
 
   Peru               42.40           n/a           
 
   Venezuela          33.84           n/a           
 
Source: Morgan Stanley    Capital International    
       REAL GDP ANNUAL RATE OF GROWTH
1993
   Argentina           -6.0%       
 
   Brazil              5.0         
 
   Chile               6.0         
 
   Mexico              0.4         
 
   Venezuela           -1.0        
 
Source: Morgan Stanley    World Economic Outlook, May 1994 (International
Monetary Fund)    
SPECIAL CONSIDERATIONS AFFECTING AFRICA
Africa is a continent of roughly 50 countries with a total population of
approximately 840 million people. Literacy rates (the percentage of people
who are over 15 years of age and who can read and write) are relatively
low, ranging from 20% to 60%. The primary industries include crude oil,
natural gas, manganese ore, phosphate, bauxite, copper, iron, diamond,
cotton, coffee, cocoa, timber, tobacco, sugar, tourism, and cattle.
Many of the countries are fraught with political instability. However,
there has been a trend over the past five years toward democratization.
Many countries are moving from a military style, Marxist, or single party
government to a multi-party system. Still, there remain many countries that
do not have a stable political process. Other countries have been enmeshed
in civil wars and border clashes.
Economically, the Northern Rim countries (including Morocco, Egypt, and
Algeria) and Nigeria, Zimbabwe,    and     South Africa are the wealthier
countries on the continent due to their strong ties with the European
nations. The market capitalization of these countries has been growing
recently as more international companies invest in Africa and as local
companies start to list on the exchanges. However, religious strife has
been a significant source of instability.
On the other end of the economic spectrum are countries, such as Burkina,
Madagascar, and Malawi, that are considered to be among the poorest or
least developed in the world. These countries are generally landlocked or
have poor natural resources. The economies of many African countries are
heavily dependent on international oil prices. Of all the African
industries, oil has been the most lucrative, accounting for 40% to 60% of
many countries' Gross Domestic Product. However, general decline in oil
prices has had an adverse impact on many economies.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract.    If FMR grants     investment management authority to the
sub-advisers (see the section entitled "Management Contract"), the
sub-advisers are authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR 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 arrangements for payment of fund
expenses.    Generally, c    ommissions for foreign investments traded will
be higher than for U.S. investments and may not be subject to negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of FMR Corp., if
the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund. The fund's annualized turnover rate for its first
fiscal period is not expected to exceed    200    %.    Because a high
turnover rate increases transaction costs and may increase taxable gain,
FMR carefully weighs the anticipated benefits of short-term investing
against these consequences.    
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting 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 fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the U.S. are valued at last sale price or, if no sale
has occurred, at the closing bid price. Most equity securities for which
the primary market is outside the U.S. are valued using the official
closing price or the last sale price in the principal market where they are
traded. If the last sale price (on the local exchange) is unavailable, the
last evaluated quote or last bid price is normally used. Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. Convertible
securities and fixed-income securities are valued primarily by a pricing
service that uses a vendor security valuation matrix which incorporates
both dealer-supplied valuations and electronic data processing techniques.
This twofold approach is believed to more accurately reflect fair value
because it takes into account appropriate factors such as institutional
trading in similar groups of securities, yield, quality, coupon rate,
maturity, type of issue, trading characteristics, and other market data,
without exclusive reliance upon quoted, exchange, or over-the counter
prices. Use of pricing services has been approved by the Board of Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE. The values of any such securities held by the fund are
determined as of such time for the purpose of computing the fund's net
asset value. Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency. 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 currency into U.S. dollars.
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
The fund may quote its performance in various ways. All performance
information supplied by the fund in advertising is historical and is not
intended to indicate future returns. The fund's share price and total
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.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in    the     fund's net
asset value per share (NAV) over the    stated     period. Average annual
returns are calculated by determining the growth or decline in value of a
hypothetical historical investment in    the     fund 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    total
    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. Average annual returns covering
periods of less than one year are calculated by determining the fund's
total return for the period, extending that return for a full year
(assuming    that return     remains con   stant     over the year), and
quoting the result as an annual return. While average annual returns are a
convenient means of comparing investment alternatives, investors should
realize that the fund'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 the fund.
In addition to average annual    total     returns, the fund may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Average annual and cumulative
total returns may be quoted as a percentage or as a dollar amount, and may
be calculated for a single investment, a series of investments, or a series
of redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking the
fund's 3% maximum sales charge into account. Total 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 the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's Adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. The fund may illustrate performance using moving averages.
A long-term moving average is the average of each week's adjusted closing
NAV for a specified period. A short-term moving average is the average of
each day's adjusted closing NAV for a specified period. Moving Average
Activity Indicators combine adjusted closing NAVs from the last business
day of each week with moving averages for a specified period to produce
indicators showing when an NAV has crossed, stayed above, or stayed below
its moving average.
INTERNATIONAL INDICES, 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
Indices 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
indices for the twelve months ended    July 29    , 1994. Of course, these
results are not indicative of future stock market performance or the fund's
performance. Market conditions during the periods measured fluctuated
widely. Brokerage commissions and other fees are not factored into the
values of the indices.
MARKET CAPITALIZATION. Companies outside the U.S. 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 $   2,011     billion in 19   82     to $   9,194    
billion in 199   2    .
The following table measures the total market capitalization of certain
countries according to the Morgan Stanley Capital International Indices
database. The value of the markets are measured in billions of U.S. dollars
as of    July 29    , 1994.
TOTAL MARKET CAPITALIZATION
 
<TABLE>
<CAPTION>
<S>                <C>              <C>                     <C>                
Australia           $   124.6       Japan                       $2,213.6       
 
Austria                18.6            Netherlands              161.2          
 
Belgium                50.0            Norway                   19.0           
 
Canada                 166.7           Singapore                51.4           
 
Denmark                37.8            Malaysia                 106            
 
F   rance              284.6           Spain                    82.9           
 
   Germany             296.4           Sweden                   72.9           
 
   Hong Kong           173.6           Switzerland              205.8          
 
                                       United Kingdom           723.3          
 
                                    Un   ited States            2,742.8        
 
                                                                               
 
</TABLE>
 
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 indices for the twelve
months ended    July 29    , 1994. The second table shows the same
performance as measured in local currency. Each table measures total 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 indices composed of a sampling of
selected companies representing an approximation of the market structure of
the designated country.
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN U.S. DOLLARS
Australia              $23.87       Japan                       $4.46       
 
Austria                15.47           Netherlands              27.50       
 
Belgium                24.39        N   orway                   40.25       
 
Canada                 1.24            Singapore                48.44       
 
Denmark                28.38           Malaysia                 35.68       
 
F   rance              16.61           Spain                    28.74       
 
   Germany             28.08           Sweden                   33.46       
 
   Hong Kong           38.99           Switzerland              25.56       
 
   Italy               29.92           United Kingdom           14.26       
 
                                    United    States            4.00        
 
The following table shows the average annualized stock market returns
measured in U.S. dollars as of    July 29    , 19   94    .
   STOCK MARKET PERFORMANCE    
      Five Years   Ten Years   
 
      Germany              10.32%           15.83%       
 
      Hong Kong            31.38            27.12        
 
      Japan                (0.93)           17.47        
 
      Spain                (0.44)           15.86        
 
      United Kingdom       7.62             13.72        
 
      United States        7.85             11.51        
 
The fund'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 Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. In addition to the mutual fund rankings, the fund's
performance may be compared to stock, bond, and money market mutual fund
performance indices prepared by Lipper or other organizations. When
comparing these indices, 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 from stock mutual funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund 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.
The fund 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, the
fund may offer greater liquidity or higher potential returns than CDs, the
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 Consumer Price Index) and
combinations of various capital markets. The performance of these capital
markets is based on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices 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; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college or other
goals; charitable giving; and the Fidelity credit card. In addition,
Fidelity may quote or reprint financial or business publications and
periodicals, including model portfolios or allocations, 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.
Fidelity may also reprint, and use as advertising and sales literature,
articles from Fidelity Focus, a quarterly magazine provided free of charge
to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. The fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data.
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
The 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.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of    August 31    , 199   4    , FMR advised over $   25     billion in
tax-free fund assets, $   65     billion in money market fund assets,
   $165     billion in equity fund assets, $   40     billion in
international fund assets, and $   20     billion in Spartan fund assets.
The fund 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   .    
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (the 1940
Act), FDC exercises its right to waive the fund's front-end sales charge on
shares acquired through reinvestment of dividends and capital gain
distributions or in connection with the fund's merger with or acquisition
of any investment company or trust. In addition, FDC has chosen to waive
the fund's sales charge in certain instances because of efficiencies
involved in those sales of shares. The sales charge will not apply:
1. to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs but
otherwise as defined in the Employee Retirement Income Security Act)
maintained by a U.S. employer and having more than 200 eligible employees,
or a minimum of $3,000,000 in plan assets invested in Fidelity mutual
funds, or as part of an employee benefit plan maintained by a U.S. employer
that is a member of a parent-subsidiary group of corporations (within the
meaning of Section 1563(a)(1) of the Internal Revenue Code, with "50%"
substituted for "80%") any member of which maintains an employee benefit
plan having more than 200 eligible employees, or a minimum of $3,000,000 in
plan assets invested in Fidelity mutual funds, or as part of an employee
benefit plan maintained by a non-U.S. employer having 200 or more eligible
employees, or a minimum of $3,000,000 in assets invested in Fidelity mutual
funds, the assets of which are held in a bona fide trust for the exclusive
benefit of employees participating therein;
2. to shares purchased by an insurance company separate account used to
fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in the Employee Retirement Income
Security Act), which, in the aggregate, have either more than 200 eligible
employees or a minimum of $3,000,000 in assets invested in Fidelity funds;
3. to shares in a Fidelity IRA account purchased (including purchases by
exchange) with the proceeds of a distribution from an employee benefit plan
provided that: (i) at the time of the distribution, the employer, or an
affiliate (as described in exemption (1) above) of such employer,
maintained at least one employee benefit plan that qualified for exemption
(1) and that had at least some portion of its assets invested in one or
more mutual funds advised by FMR, or in one or more accounts or pools
advised by Fidelity Management Trust Company; and (ii) the distribution is
transferred from the plan to a Fidelity Rollover IRA account within 60 days
from the date of the distribution;
4. to shares purchased by a charitable organization (as defined in Section
501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
5. to shares purchased for a charitable remainder trust or life income pool
established for the benefit of a charitable organization (as defined by
Section 501(c)(3) of the Internal Revenue Code);
6. to shares purchased by an investor participating in the Fidelity Trust
Portfolios program (these investors must make initial investments of
$100,000 or more in the Trust Portfolios funds and must, during the initial
six-month period, reach and maintain an aggregate balance of at least
$500,000 in all accounts and subaccounts purchased through the Trust
Portfolios program);
7. to shares purchased through Portfolio Advisory Services;
8. 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 its direct or indirect subsidiaries (a Fidelity
Trustee or employee), the spouse of a Fidelity Trustee or employee, a
Fidelity Trustee or employee acting as custodian for a minor child, or a
person acting as trustee of a trust for the sole benefit of the minor child
of a Fidelity Trustee or employee; or
9. to shares purchased by a bank trust officer, registered representative,
or other employee of a qualified recipient. Qualified recipients are
securities dealers or other entities, including banks and other financial
institutions, who have sold the fund's shares under special arrangements in
connection with FDC's sales activities or
10. to shares purchased by contributions and exchanges to the following
prototype or prototype-like retirement plans sponsored by FMR Corp. or FMR
and that are marketed and distributed directly to plan sponsors or
participants without any intervention or assistance from any intermediary
distribution channel: The Fidelity IRA, the Fidelity Rollover IRA, The
Fidelity SEP-IRA and SARSEP, The Fidelity Retirement Plan, Fidelity Defined
Benefit Plan, The Fidelity Group IRA, The Fidelity 403(b) Program, The
Fidelity Investments 401(a) Prototype Plan for Tax-Exempt Employers, and
The CORPORATEplan for Retirement (Profit Sharing and Money Purchase Plan);
11. to shares purchased as part of a pension or profit-sharing plan as
defined in Section 401(a) of the Internal Revenue Code that maintains all
of its mutual fund assets in Fidelity mutual funds, provided the plan
executes a Fidelity non-prototype sales charge waiver request form
confirming its qualification;
12. to shares purchased by a registered investment adviser (RIA) for his or
her discretionary accounts, provided he or she executes a Fidelity RIA load
waiver agreement which specifies certain aggregate minimum and operating
provisions. This waiver is available only for shares purchased directly
from Fidelity, without a broker, unless purchased through a brokerage firm
which is a correspondent of National Financial Services Corporation (NFSC).
The waiver is unavailable, however, if the RIA is part of an organization
principally engaged in the brokerage business, unless the brokerage firm in
the organization is an NFSC correspondent; or
13. to shares purchased by a trust institution or bank trust department for
its non-discretionary, non-retirement fiduciary accounts, provided it
executes a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
The fund's sales charge may be reduced to reflect sales charges previously
paid, or that would have been paid absent a reduction for some purchases
made directly with Fidelity as noted in the prospectus, in connection with
investments in other Fidelity funds. This includes reductions for
investments in prototype-like retirement plans sponsored by FMR or FMR
Corp., which are listed above.
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 199   5    :
   New Year's Day (observed)     Washington's Birthday (observed), Good
Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving
Day, and Christmas Day. Although FMR expects the same holiday schedule,
with the addition of New Year's Day, to be observed in the future, the NYSE
may modify its holiday schedule at any time.
FSC normally determines the fund's NAV as of the close 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 SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, the fund's NAV may be affected on days when investors
do not have access to the fund to purchase or redeem shares. In addition,
trading in some of the fund's portfolio securities may not occur on days
when the fund is open for business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, the fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. Because the 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 distributed as
dividend income but do not qualify for the dividends-received deduction.
The fund will notify corporate shareholders annually of the percentage of
fund dividends that qualify for the dividends-received deduction. Gains
(losses) attributable to foreign currency fluctuations are generally
taxable as ordinary income, and therefore will increase (decrease) dividend
distributions. The fund will send each shareholder a notice in January
describing the tax status of dividend and capital gain distributions for
the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains. 
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities typically at a rate
between 10% and 35%. 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 the fund's total assets are invested in
securities of foreign issuers, the fund may elect to pass through foreign
taxes paid and thereby allow shareholders to take a credit or deduction on
their individual tax returns. 
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
the 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. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, each fund will
elect to mark to market any PFIC shares. Unrealized gains will be
recognized as income for tax purposes and must be distributed to
shareholders as dividends.
The fund is treated as a separate entity from the other funds of Fidelity
Investment Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders 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 the fund is suitable to their particular tax
situation.
FMR
   All of the stock of FMR is owned by FMR Corp. its parent company
organized in 1972. Through ownership of voting common stock and the
execution of a shareholders' voting agreement, Edward C. Johnson, 3d
Johnson family members and various trust for the benefit of the Johnson
family form a controlling group with respect to FMR Corp.     At present,
the principal operating activities of FMR Corp. are those conducted by
three of its divisions as follows: FSC, which is the transfer and
shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers; and Fidelity
Investments Retail Marketing Company, which provides marketing services to
various companies within the Fidelity organization.
   Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades require pre-clearance, and participation in initial public
offerings are prohibited. In addition, restrictions on the timing of
personal investing relative to trades by Fidelity funds and on short-term
trading have been adopted. Personal investing is monitored to protect
shareholders' interests.    
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the
Investment Company Act of 1940) by virtue of their affiliation with either
the trust or FMR are indicated by an asterisk (*).
 
*EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief Executive
Officer and a Director of FMR Corp.; a Director and Chairman of the Board
and of the Executive Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is a
consultant to Western Mining Corporation (1994). Prior to February 1994, he
was President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous waste,
1993) and CH2M Hill Companies (engineering). In addition, he served on the
Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS, P.O. Box 264, Bridgehampton, NY, Trustee (1992). Prior
to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she is a member of the President's
Advisory Council of The University of Vermont School of Business
Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990).
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company. Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale Materials Handling, Inc. (1989), and RPM,
Inc. (manufacturer of chemical products, 1990). In addition, he serves as a
Trustee of First Union Real Estate Investments, Chairman of the Board of
Trustees and a member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and a member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant. Prior to 1987, he was Chairman of the Financial
Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund and Vice Chairman of the
Board of Trustees of the Greenwich Hospital Association.
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992). Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction). In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993). 
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee. Prior
to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. He
is a Director of Allegheny Power Systems, Inc. (electric utility), General
Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee, is President of The Wales Group, Inc. (management and financial
advisory services). Prior to retiring in 1987, Mr. Williams served as
Chairman of the Board of First Wachovia Corporation (bank holding company),
and Chairman and Chief Executive Officer of The First National Bank of
Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc. (1989), and AppleSouth, Inc. (restaurants,
1992).
GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and Senior
Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General Counsel
of FMR, Vice President-Legal of FMR Corp., and Vice President and Clerk of
FDC.
WILLIAM J. HAYES, Vice President (1994), is Vice President of Fidelity's
equity funds and Senior Vice President of FMR.
ROBERT H. MORRISON, Manager, Security Transactions, is    a Vice
President     of FMR.
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the fund based on their basic trustee fees and length of
service. Currently, Messrs. William R. Spaulding, Bertram H. Witham, and
David L. Yunich participate in the program. 
As of the effective date of this Statement of Additional Information, FMR
owned the outstanding shares of a majority of the fund.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments, and
compensates all officers of the trust, all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the trust or FMR
performing services relating to research, statistical, and investment
activities. 
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
law; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the fund pays all of its expenses, without limitation, that are not
assumed by those parties. The fund pays for typesetting, printing, and
mailing proxy material to shareholders, legal expenses, and the fees of the
custodian, auditor, and non-interested Trustees. Although the fund's
management contract provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional information,
notices, and reports to existing shareholders, pursuant to the trusts
transfer agent agreement with FSC, FSC bears the cost of providing these
services to existing shareholders. Other expenses paid by the fund include
interest, taxes, brokerage commissions, the fund's proportionate share of
insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal and state securities laws. The fund is
also liable for such nonrecurring expenses as may arise, including costs of
any litigation to which the fund may be a party and any obligation it may
have to indemnify the trust's officers and Trustees with respect to
litigation.
FMR is the fund's manager pursuant to a management contract dated September
   16    , 199   4    , which was approved by FMR, then the sole
shareholder on    September 22    , 199   4    . For the services of FMR
under the contract, the fund pays FMR a monthly management fee composed of
the sum of two elements: a basic fee and a performance adjustment based on
a comparison of the fund's performance to that of the Morgan Stanley
Capital International Europe, Australia, Far East Index (the EAFE Index).
The fund's basic fee rate is composed of two elements: a group fee rate and
an individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown on the left    of the table below    . On the right, the
effective fee rate schedule shows the results of cumulatively applying the
annualized rates at varying asset levels. For example, the effective annual
group fee rate at $   250     billion of group net assets - their
approximate level for August 1994 was    .3200    %, which is the weighted
average of the respective fee rates for each level of group net assets up
to $   250     billion.
 GROUP FEE RATE SCHEDULE                            EFFECTIVE ANNUAL FEE
RATES
Average Group   Annualized   Group Net    Effective Annual   
Assets           Rate         Assets         Fee     Rate    
 
$ 0 -    3 billion   .520%      $   0.5 billion   .5200%   
 
3 -    6             .490      25                 .4238    
 
6 -    9             .460      50                 .3823    
 
9 -    12            .430      75                 .3626    
 
12 -   15            .400     100                 .3512    
 
15 -   18            .385     125                 .3430    
 
18 -   21            .370     150                 .3371    
 
21 -   24            .360     175                 .3325    
 
24 -   30            .350     200                 .3284    
 
30 -   36            .345     225                 .3249    
 
36 -   42            .340     250                 .3219    
 
42 -   48            .335     275                 .3190    
 
48 -   66            .325     300                 .3163    
 
66 -   84            .320     325                 .3137    
 
84 -   102           .315     350                 .3113    
 
102 -   138          .310     375                 .3090    
 
138 -   174          .305     400                 .3067    
 
174 -   210          .300                                  
 
210 -   246          .295                                  
 
246 -   282          .290                                  
 
282 -   318          .285                                  
 
318 -   354          .280                                  
 
354 -   390          .275                                  
 
        Over 390     .270                                  
 
The individual fund fee rate is .45%. Based on the average net assets of
funds advised by FMR for August 1994, the annual basic fee rate would be
calculated as follows:
 
<TABLE>
<CAPTION>
<S>              <C>   <C>                        <C>   <C>                   
Group Fee Rate         Individual Fund Fee Rate         Management Fee Rate   
 
   .3200    %    +     .45%                       =     .   7700    %         
 
</TABLE>
 
One-twelfth (1/12) of this annual basic fee rate is then applied to
   the     fund's average net assets for the current month, giving a dollar
amount which is the fee for that month.
The fund compares its performance to the EAFE Index. The EAFE Index may be
compiled in two ways: a capitalization weighted (cap-weighted) version and
a gross domestic product weighted (GDP-weighted) version. The cap-weighted
EAFE    Index     is an approximate representation of each country's share
of the stock market value of all countries in the index. The GDP-weighted
version is an approximate representation of each country's share of the
value of the value of goods and services produced by all the countries in
the index. The primary difference between the two is that while the value
of a country's stock may be very large, its relative GDP may be smaller.
The fund uses the (Cap)weighted version of the EAFE Index because it
approximates each country's share of stock market value. The EAFE Index is
published by Morgan Stanley Capital International, an international
investment management and research company. The EAFE Index covers equity
securities of over    1,0    00 companies in such countries as the United
Kingdom, Germany, France, Switzerland, the Netherlands, Italy, Belgium,
Spain, Sweden, Denmark, Austria, Norway, Australia, Japan, Hong Kong, and
Singapore. 
COMPUTING THE PERFORMANCE ADJUSTMENT The basic fee is subject to an upward
or downward adjustment, depending upon whether, and to what extent, the
fund's investment performance for the performance period exceeds, or is
exceeded by, the record of the EAFE Index over the same period. The
performance period will commence with the first day of the first full month
of operation following commencement of operation. Starting with the twelfth
month, the performance adjustment will take effect. Each month subsequent
to the twelfth month, a new month will be added to the performance period
until the performance period equals 36 months. Thereafter, the performance
period will consist of the most recent month plus the previous 35 months.
Each percentage point of difference (up to a maximum difference of + 10) is
multiplied by a performance adjustment rate of .02%. Thus, the maximum
annualized adjustment rate is +.20%. This performance comparison is made at
the end of each month. One twelfth (1/12) of this rate is then applied to
the fund's average net assets for the entire performance period, giving a
dollar amount which is added to (or subtracted from) the basic fee.
The fund's performance is calculated based on change in    NAV    . For
purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by the fund are treated as if reinvested in
fund shares at the    NAV     as of the record date for payment. The record
of the EAFE Index is based on change in value and is adjusted for any cash
distributions from the companies whose securities    comprise     the EAFE
Index.
Because the adjustment to the basic fee is based on the fund's performance
compared to the investment record of the EAFE Index, the controlling factor
is not whether the fund's performance is up or down per se, but whether it
is up or down more or less than the record of the EAFE Index. Moreover, the
comparative investment performance of the fund is based solely on the
relevant performance period without regard to the cumulative performance
over a longer or shorter period of time.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that its aggregate annual operating expenses
exceed specified percentages of its average net assets. The applicable
percentages are 2 1/2% of the first $30 million, 2% of the next $70
million, and 1 1/2% of average net assets in excess of $100 million. When
calculating the fund's expenses for purposes of this regulation, the fund
may include interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
SUB-ADVISORS. 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 FIIAL U.K. Pursuant to the sub-advisory agreements, FMR may
receive investment advice and research services outside the    U.S.    
from the sub-advisors. FMR may also grant the sub-advisors investment
management authority as well as the authority to buy and sell securities if
FMR believes it would be beneficial to the fund.
Currently, FMR U.K., FMR Far East, FIJ, FIIA, and FIIAL U.K. each focus on
companies in countries other than the U   .S.     such as those in the
United Kingdom, Europe, Asia, and the Pacific Basin.
FMR U.K. and FMR Far East are wholly owned subsidiaries of FMR. FIJ and
FIIA are wholly owned subsidiaries of Fidelity International Limited (FIL),
a Bermuda company formed in 1968 which primarily provides investment
advisory services to non-U.S. investment companies and institutional
investors investing in securities of issuers throughout the world. Edward
C. Johnson 3d, Johnson family members, and various trusts for the benefit
of Johnson family own, directly or indirectly, more than 25% of the voting
stock of FIL. FIJ was organized in Japan in 1986. FIIA was organized in
Bermuda in 1983. FIIAL U.K. was organized in the United Kingdom in 1984,
and is a wholly owned subsidiary of Fidelity International Management
Holdings Limited, an indirect wholly owned subsidiary of FIL.
Under the sub-advisory agreements FMR pays the fees of FMR U.K., FMR Far
East, FIJ, and FIIA. FIIA, in turn, pays the fees of FIIAL U.K. For
providing non-discretionary investment advice and research services, the
sub-advisors are compensated as follows:
(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.
(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.
(solid bullet) FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s
costs incurred in connection with providing investment advice and research
services.
For providing discretionary investment management and executing portfolio
transactions, the sub-advisors are compensated as follows:
(solid bullet) FMR pays FMR U.K., FMR Far East, FIJ, and FIIA a fee equal
to 50% of its monthly management fee (including any performance adjustment)
with respect to the fund's average net assets managed by the sub-advisor on
a discretionary basis.
(solid bullet) FIIA pays FIIAL U.K. a fee of equal to 110% of FIIAL U.K.'s
costs incurred with providing discretionary investment management services.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC is transfer, dividend disbursing, and shareholders' servicing agent for
the fund. Under the trust's contract with FSC, the fund pays an annual fee
of $26.03 per basic retail account with a balance of $5,000 or more; $15.31
per basic retail account with a balance of less than $5,000; and a
supplemental activity charge of $2.25 for standing order transactions and
$6.11 for other monetary transactions. These fees and charges are subject
to annual cost escalation based on changes in postal rates and changes in
wage and price levels as measured by the National Consumer Price Index for
Urban Areas. With respect to certain institutional client master accounts,
the funds pay FSC a per account fee of $95, and monetary transaction
charges of $20 or $17.50, depending on the nature of services provided.
With respect to certain broker-dealer master accounts, the funds pay FSC a
per-account fee of $30, and a charge of $6 for monetary transactions. Fees
for certain institutional retirement plan accounts are based on the net
assets of all such accounts in the fund.
Under the contract, FSC pays out-of-pocket expenses associated with
providing transfer agent services. In addition, FSC bears the expense of
typesetting, printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
shareholders, with the exception of proxy statements.
The trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine the fund's net asset value per share
and dividends, and maintain the fund's accounting records.    The fee rates
are based on the fund's average net assets, specifically, .06% for the
first $500 million of average net assets and .03% for average net assets in
excess of $500 million. The fee is limited to a minimum of $15,000 and a
maximum of $750,000 per year.    
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The distribution agreement calls 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 FDC.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity International Value Fund is a fund of Fidelity
Investment Trust (the trust), an open-end management investment company
originally organized as a Massachusetts business trust on April 20, 1984.
On November 3, 1986, the trust's name was changed from Fidelity Overseas
Fund to Fidelity Investment Trust. Currently, there are seventeen funds of
the trust: Fidelity Overseas Fund, Fidelity Europe Fund, Fidelity Europe
Capital Appreciation Fund, Fidelity Pacific Basin Fund, Fidelity New
Markets Income Fund, Fidelity International Growth & Income Fund, Fidelity
Global Bond Fund, Fidelity Canada Fund, Fidelity Worldwide Fund, Fidelity
International Opportunities Fund, Fidelity Short-Term World Income Fund,
Fidelity Diversified International Fund, Fidelity Diversified Global Fund,
Fidelity Japan Fund, Fidelity Emerging Markets Fund, Fidelity Latin America
Fund, and Fidelity Southeast Asia Fund. The Declaration of Trust permits
the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn. 
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which 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.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Declaration of Trust, call meetings of the trust or a fund
for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of the entire trust, the purpose of
voting on removal of one or more Trustees. The trust or any fund may be
terminated upon the sale of its assets to another open-end management
investment company, or upon liquidation and distribution of its assets, if
approved by vote of the holders of a majority of the outstanding shares of
the trust or the fund. If not so terminated, the trust and its funds will
continue indefinitely. 
CUSTODIAN.    Chase Manhattan Bank, N.A., 1211 Avenue of the Americas, New
York, New York is custodian of the assets of the fund. The custodian takes
no part in determining the investment policies of the funds or in deciding
which securities are purchased or sold by the funds. The funds may,
however, invest in obligations of the custodian and may purchase securities
from or sell securities to the custodian. Investors should understand that
the expense ratios of the funds may be higher than those of investment
companies that invest exclusively in U.S. securities since the cost of
maintaining the custody of foreign securities is higher.    
FMR, its officers and directors, its affiliated companies, and the fund's
Trustees may from time to time have transactions with var   ious     banks,
including banks serving as custodians for certain of the funds advised by
FMR. Transactions that have occurred to date include mortgages and personal
and general business loans. In the judgement of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationsh   ip    s.
Portfolio securities (including ADRs) purchased in the United States are
maintained in the custody of the funds' custodian and may be deposited into
the Federal Reserve Treasury Department Book Entry System or the Security
Depository System of the Depository Trust Company. The custodian has
entered into sub-custodian agreements with several foreign banks or
clearing agencies, pursuant to which portfolio securities purchased outside
of the United States are maintained in        the custody of these
entities.
AUDITOR.    Coopers & Lybrand, L.L.P., One Post Office Square, Boston,
Massachusetts, serves as the fund's independent accountant. The auditor
examines financial statements for the fund and provides other audit, tax
and related services.    
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.
AA - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
A - Bonds rated A possess many favorable investment attributes and are to
be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
BAA - Bonds rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA - Bonds rated Ba are judged to have speculative elements. Their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance of
other terms of the contract over any long period of time may be small.
CAA - Bonds rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.
CA - Bonds rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked
short-comings.
C - Bonds rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rate BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating will also
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission