FIDELITY INVESTMENT TRUST, 485BPOS, 1994-06-17

FIDELITY INVESTMENT TRUST
485BPOS, 1994-06-17

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-90649)
UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 55 [x]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT

COMPANY ACT OF 1940 [x]

Amendment No. [ ]

Fidelity Investment Trust
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: 617-570-7000
Arthur S. Loring, Esq., 82 Devonshire Street, Boston, Massachusetts 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
( ) Immediately upon filing pursuant to paragraph (b)
( x ) On June 20, 1994 pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)
( ) On ( ) pursuant to paragraph (a) of Rule 485
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and has filed the notice required by such
Rule before December 31, 1993.
FIDELITY'S INTERNATIONAL EQUITY FUNDS
FIDELITY DIVERSIFIED INTERNATIONAL FUND, FIDELITY INTERNATIONAL GROWTH
& INCOME FUND, FIDELITY OVERSEAS FUND, FIDELITY WORLDWIDE FUND,
FIDELITY CANADA FUND, FIDELITY EUROPE FUND, FIDELITY EUROPE CAPITAL
APPRECIATION FUND, FIDELITY JAPAN FUND, FIDELITY PACIFIC BASIN FUND,
FIDELITY EMERGING MARKETS FUND, FIDELITY LATIN AMERICA FUND, AND
FIDELITY SOUTHEAST ASIA FUND
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION

<TABLE>
<CAPTION>
<S> <C>
1................................... Cover Page
...

2a.................................. Expenses
..

b, Contents; The Funds at a Glance; Who May Want to
c................................ Invest

3a.................................. Financial Highlights
..

*
b...................................
.

Performance
c....................................

4a Charter
i.................................

The Funds at a Glance; Investment Principles and
ii............................... Risks

b................................... Investment Princliples and Risks
..

Who May Want to Invest; Investment Principles and
c.................................... Risks

5a.................................. Charter
..

b(i)................................ Doing Business with Fidelity; Charter

Charter
(ii)..............................

(iii)........................... Expenses; Breakdown of Expenses

c, Charter; Investment Priciples and Risks; Breakdown
d................................ of Expenses, Cover Page

Investment Principles and Risks
e....................................

Expenses
f....................................

g(i)................................ Investment Principles and Risks
..

(ii)................................. *
..

5A................................. Performance
.

6a Charter
i.................................

How to Buy Shares; How to Sell Shares; Transaction
ii................................ Details; Exchange Restrictions

*
iii...............................

*
b...................................
.

Exchange Restrictions
c....................................

*
d...................................
.

Doing Business with Fidelity; How to Buy Shares;
e.................................... How to Sell Shares; Investor Services

f,g................................. Dividends, Capital Gains, and Taxes
..

7a.................................. Cover Page; Charter
..

How to Buy Shares; Transaction Details
b...................................
.

Sales Charge Reductions and Waivers
c....................................

How to Buy Shares
d...................................
.

e.................................... *

f ................................ *

8................................... How to Sell Shares; Investor Services; Transaction
... Details; Exchange Restrictions

9................................... *
...

</TABLE>

* Not Applicable
FIDELITY'S INTERNATIONAL EQUITY FUNDS
FIDELITY DIVERSIFIED INTERNATIONAL FUND, FIDELITY INTERNATIONAL GROWTH
& INCOME FUND, FIDELITY OVERSEAS FUND, FIDELITY WORLDWIDE FUND,
FIDELITY CANADA FUND, FIDELITY EUROPE FUND, FIDELITY EUROPE CAPITAL
APPRECIATION FUND, FIDELITY JAPAN FUND, FIDELITY PACIFIC BASIN FUND,
FIDELITY EMERGING MARKETS FUND, FIDELITY LATIN AMERICA FUND, AND
FIDELITY SOUTHEAST ASIA FUND
CROSS REFERENCE SHEET
(continued)
FORM N-1A
ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

<TABLE>
<CAPTION>
<S> <C>
10, 11.......................... Cover Page

12.................................. *
..

13a - Investment Policies and Limitations
c............................

*
d..................................

14a - Trustees and Officers
c............................

15a, *
b..............................

Trustees and Officers
c..................................

16a FMR
i................................

Trustees and Officers
ii..............................

Management Contracts
iii.............................

Management Contracts
b.................................

c, Contracts with Companies Affiliated with FMR
d.............................

e - *
g...........................

Description of the Trust
h.................................

Contracts with Companies Affiliated with FMR
i.................................

17a - Portfolio Transactions
c............................

*
d,e..............................

18a................................ Description of the Trust
..

*
b.................................

19a................................ Additional Purchase and Redemption Information
..

Additional Purchase and Redemption Information;
b.................................. Valuation of Portfolio Securities

*
c..................................

20.................................. Distributions and Taxes
..

21a, Contracts with Companies Affiliated with FMR
b..............................

*
c.................................

22.................................. Performance
..

23.................................. Financial Statements
..

</TABLE>

* Not Applicable
SUPPLEMENT TO THE
FIDELITY INTERNATIONAL EQUITY FUNDS
PROSPECTUS
DATED FEBRUARY 28, 1994
FINANCIAL HIGHLIGHTS. The following information supplements the
information set forth in the Prospectus. The table reports selected data
for a share outstanding throughout the period December 21, 1993
(commencement of operations) to April 30, 1994 for Fidelity Europe Capital
Appreciation Fund.
INT-94-4 Page 1 of 3 June 20, 1994
INT-94-4 Page 1 of 3 June 20, 1994
EUROPE CAPITAL APPRECIATION FUND

<TABLE>
<CAPTION>
<S> <C>
DECEMBER 21,
1993
(COMMENCEMENT
OF OPERATIONS) TO

APRIL 30, 1994

(UNAUDITED)

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.00

Income from Investment Operations

Net investment income -

Net realized and unrealized gain (loss) on investments 1.59

Total from investment operations 1.59

Net asset value, end of period $ 11.59

TOTAL RETURN(dagger) 15.90%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 324,827

Ratio of expenses to average net assets 1.70%*

Ratio of net investment income to average net assets .01%*

Portfolio turnover rate 294%*

* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

</TABLE>

SUPPLEMENT TO THE
FIDELITY INTERNATIONAL EQUITY FUNDS
PROSPECTUS .
DATED FEBRUARY 28, 1994
FINANCIAL HIGHLIGHTS. The following information supplements the
information set forth in the Prospectus. The table reports selected data
for a share outstanding throughout the period December 21, 1993
(commencement of operations) to April 30, 1994 for Fidelity Europe Capital
Appreciation Fund.
EUROPE CAPITAL APPRECIATION FUND

<TABLE>
<CAPTION>
<S> <C>
DECEMBER 21,
1993
(COMMENCEMENT
OF OPERATIONS) TO

APRIL 30, 1994

(UNAUDITED)

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.00

Income from Investment Operations

Net investment income -

Net realized and unrealized gain (loss) on investments 1.59

Total from investment operations 1.59

Net asset value, end of period $ 11.59

TOTAL RETURN(dagger) 15.90%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 324,827

Ratio of expenses to average net assets 1.70%*

Ratio of net investment income to average net assets .01%*

Portfolio turnover rate 294%*

* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

</TABLE>

The Board of Trustees of
Fidelity Japan Fund has
authorized adoption of a
redemption fee of 1.00%
(payable to the fund) on shares
purchased after June 6, 1994,
and held less than 90 days.
The following information
replaces the corresponding
sections with respect to Fidelity
Japan Fund under the heading
"Expenses" on page 5.
FIDELITY JAPAN FUND
Maximum sales charge on
purchases, beginning

June 1, 1994 (as a % of offering
price) 3.00%

Deferred sales charge on
redemptions None

Redemption fee for shares
purchased after

June 6, 1994 1.00%
The following information
supplements information in the
section entitled "Expenses"
beginning on page 6.
For the period May 31, 1994
through June 30, 1995, the
sales charge for Overseas
Fund and Pacific Basin Fund
will be waived. The current
sales charge waivers for
Canada Fund, Diversified
International Fund, Europe
Capital Appreciation Fund,
Japan Fund, and Worldwide
Fund which were scheduled to
expire on May 31, 1994, have
been extended through June
30, 1995. In addition,
International Growth &
Income Fund will remove its
2% sales charge as of May 31,
1994.
The following information
replaces information in the
section entitled "Transaction
Details" beginning on page 34.
The Redemption Fee for
Japan, Emerging Markets,
Latin America, and Southeast
Asia, if applicable, will be
deducted from the amount of
your redemption. This fee is
paid to the fund rather than
FMR, and it does not apply to
shares that were acquired
through reinvestment of
distributions. If shares were
not all held for the same length
of time, those shares you held
longest will be redeemed first
for purposes of determining
whether the fee applies.
FDC collects the proceeds from
each fund's sales charge and
may pay a portion of them to
securities dealers who have
sold fund 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 offering price (except for
International Growth &
Income Fund which is 1.5%).
The Board of Trustees of
Fidelity Japan Fund has
authorized adoption of a
redemption fee of 1.00%
(payable to the fund) on shares
purchased after June 6, 1994,
and held less than 90 days.
The following information
replaces the corresponding
sections with respect to Fidelity
Japan Fund under the heading
"Expenses" on page 5.
FIDELITY JAPAN FUND
Maximum sales charge on
purchases, beginning

June 1, 1994 (as a % of offering
price) 3.00%

Deferred sales charge on
redemptions None

Redemption fee for shares
purchased after

The following information
replaces information found in
the section entitled "Sales
Charge Reductions and
Waivers" beginning on page 35.
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.
10. 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 form
Fidelity, and is unavailable if
the RIA is part of an
organization principally
engaged in the brokerage
business.
11. 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.
12. 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.
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.

Page 3 of 3
Page 3 of 3

Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
A Statement of Additional Information dated February 28, 1994 has been
filed with the Securities and Exchange Commission, and is incorporated
herein by reference (is legally considered a part of this prospectus). The
Statement of Additional Information is available free upon request by
calling Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or endorsed or
guaranteed by, any bank, savings association, insured depositary
institution, or government agency, nor are they federally insured or
otherwise protected by the FDIC, the Federal Reserve Board, or any other
agency. Investments in the funds involve investment risk, including
possible loss of principal. The value of the investment and its return will
fluctuate and are not guaranteed. When sold, the value of the investment
may be higher or lower than the amount originally invested.
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.
INT-pro-294
These international funds invest in securities around the world. Each fund
is either broadly diversified, regional or country-specific, or it focuses
on opportunities in emerging markets.
FIDELITY'S
INTERNATIONAL EQUITY
FUNDS
BROADLY DIVERSIFIED FUNDS
Fidelity Diversified International Fund
Fidelity International Growth & Income Fund
Fidelity Overseas Fund
Fidelity Worldwide Fund
REGIONAL/SINGLE COUNTRY FUNDS
Fidelity Canada Fund
Fidelity Europe Fund
Fidelity Europe Capital Appreciation Fund
Fidelity Japan Fund
Fidelity Pacific Basin Fund
EMERGING MARKET FUNDS
Fidelity Emerging Markets Fund
Fidelity Latin America Fund
Fidelity Southeast Asia Fund
PROSPECTUS
FEBRUARY 28, 1994(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109

CONTENTS

KEY FACTS THE FUNDS AT A GLANCE

WHO MAY WANT TO INVEST

EXPENSES Each fund's sales charge
(load) and
its yearly operating expenses.

FINANCIAL HIGHLIGHTS A summary of
each fund's
financial data.

PERFORMANCE How each fund has done
over
time.

THE FUNDS IN DETAIL CHARTER How each fund is
organized.

INVESTMENT PRINCIPLES AND RISKS
Each 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 of and
closing your account.

INVESTOR SERVICES Services to
help you
manage your account.

SHAREHOLDER AND ACCOUNT POLICIES DIVIDENDS, CAPITAL GAINS, AND
TAXES

TRANSACTION DETAILS Share price
calculations
and the timing of purchases and
redemptions.

EXCHANGE RESTRICTIONS

SALES CHARGE REDUCTIONS AND
WAIVERS

</TABLE>

<r>KEY FACTS</r>

THE FUNDS AT A GLANCE
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
help choose investments for the funds.
As with any mutual fund, there is no assurance that a fund will achieve its
goal.
BROADLY DIVERSIFIED FUNDS
The broadly diversified funds do not focus on any one region or country.
Instead, they span the globe looking for investments that fit their
criteria.
DIVERSIFIED INTERNATIONAL FUND
GOAL: Long-term growth of capital.
STRATEGY: Invests mainly in foreign equity securities that FMR
determines, through both fundamental and technical analysis, to be
undervalued compared to others in their industries and countries.
SIZE: As of December 31, 1993, the fund had over $ 240 million in
assets.
INTERNATIONAL GROWTH & INCOME FUND
GOAL: Growth of capital and current income.
STRATEGY: Invests mainly in foreign securities. While the fund focuses on
equity securities, it also invests a significant portion of its assets in
debt securities.
SIZE: As of December 31, 1993, the fund had over $ 1 b illion
in assets.
OVERSEAS FUND
GOAL: Long-term growth of capital.
STRATEGY: Invests mainly in equity securities outside the U.S.
SIZE: As of December 31, 1993, the fund had over $ 1 b illion
in assets.
WORLDWIDE FUND
GOAL: Long-term growth of capital.
STRATEGY: Invests mainly in equity securities issued by companies of all
sizes anywhere in the world, including the U.S.
SIZE: As of December 31, 1993, the fund had over $ 342 million in
assets.
REGIONAL/SINGLE COUNTRY FUNDS
The regional/single country funds focus on particular regions or countries.
Because of their narrow focus, these funds are less diversified than the
broadly diversified funds.
CANADA FUND
GOAL: Long-term growth of capital.
STRATEGY: Invests mainly in equity securities of Canadian
issuers .
SIZE: As of December 31, 1993, the fund had over $ 107 million in
assets.
EUROPE FUND
GOAL: Long-term growth of capital.
STRATEGY: Invests mainly in equity securities of Western European
issuers .
SIZE: As of December 31, 1993, the fund had over $ 496 million in
assets.
EUROPE CAPITAL APPRECIATION FUND
GOAL: Long-term growth of capital.
STRATEGY: Invests mainly in equity securities of Eastern and Western
Europe an issuers .
SIZE: As of December 31, 1993, the fund had over $2 million in assets.

JAPAN FUND
GOAL: Long-term growth of capital.
STRATEGY: Invests mainly in equity securities of Japanese issuers.
SIZE: As of December 31, 1993, the fund had over $ 97 million in
assets.
PACIFIC BASIN FUND
GOAL: Long-term growth of capital.
STRATEGY: Invests mainly in equity securities of Pacific Basin
issuers.
SIZE: As of December 31, 1993, the fund had over $ 519 million in
assets.
EMERGING MARKET FUNDS
The emerging market funds focus on countries with developing economies and
markets fueled by political and economic changes such as the
priv a tization of government-run industries.
EMERGING MARKETS FUND
GOAL: Long-term growth of capital.
STRATEGY: Invests mainly in equity securities of emerging market
issuers . These countries can be found in regions such as
Southeast Asia, Latin America, and Eastern Europe.
SIZE: As of December 31, 1993, the fund had over $ 1 b illion
in assets.
LATIN AMERICA FUND
GOAL: High total investment return.
STRATEGY: Invests mainly in equity and debt securities of Latin American
issuers .
SIZE: As of December 31, 1993, the fund had over $ 780 million in
assets.
SOUTHEAST ASIA FUND
GOAL: Long-term growth of capital.
STRATEGY: Invests mainly in equity securities of Southeast Asian
issuers. The fund does not anticipate investing in Japan.
SIZE: As of December 31, 1993, the fund had over $ 1 b illion
in assets.
WHO MAY WANT TO INVEST
The funds may be appropriate for investors who want to pursue their
investment goals in markets outside the United States. By including
international investments in your portfolio, you can achieve an extra level
of diversification and also participate in growth opportunities around the
world.
Like most mutual funds, these funds by themselves do not constitute a
balanced investment plan. The value of the funds' investments will vary
from day to day, generally reflecting changes in market conditions,
interest rates, and other international political and economic news.
When you sell your 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 international funds depends upon currency values, the
political and regulatory environment, and overall economic factors in the
countries in which a fund invests. These risks are particularly significant
for funds that focus on a single country or region, or on emerging
markets. See "INVESTMENT PRINCIPLES AND RISKS" on page .
BROADLY DIVERSIFIED funds could be appropriate for investors first entering
the international markets or those who are interested in broad
participation in multiple markets around the world. The REGIONAL/SINGLE
COUNTRY funds are designed for investors looking to target their
investments in particular regions or countries. The EMERGING MARKET funds
may be better suited for more aggressive investors who hope to take
advantage of opportunities available in developing countries.

EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund. See pages - and - for an explanation of how
and when these charges apply. None of the funds impose sales charges on
reinvested dividends or exchange fees.
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee that , in certain cases,
var ies based on its performance. Each fund also incurs other
expenses for services such as maintaining shareholder records and
furnishing shareholder statements and fund reports. A fund's
e xpenses are factored into its share price or dividends and
are not charged directly to shareholder accounts (see page ).
The following are projections based on historical expenses after
reimbursement , and are calculated as a percentage of average net
assets. For Europe Capital Appreciation, Latin America, and Southeast
Asia, annual fund operating expenses are based on a fund's estimated
expenses for its first year of operation after reimbursement. FMR has
voluntarily agreed to temporarily limit the total operating expenses of
each fund to 2.00% of average net assets.
EXAMPLES. Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as described. For every $1,000
you invested, the examples show how much you would have to
pa y in total expenses if you close your account after the number of
years indicated.
The se examples illustrate the effect of expenses, but are not meant
to suggest actual or expected costs or returns, all of which may vary.

BROADLY DIVERSIFIED FUNDS
Transaction expenses Operating expenses Examples

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
DIVERSIFIED Maximum sales charge Management fee 0 .73 After 1 year $ 15
INTERNATIONAL FUND on purchases 3.00 %
(as a % of offering price) %A

12b-1 fee None After 3 years $ 46

Deferred sales charge None Other expenses 0. 74 After 5 years $ 80
on redemptions %

Redemption fee None Total fund operating 1.47 After 10 $ 176
expenses % years

INTERNATIONAL Maximum sales charge Management fee 0. 77 After 1 year $ 15
GROWTH & INCOME on purchases 2.00 %
FUND (as a % of offering price) %A

12b-1 fee None After 3 years $ 48

Deferred sales charge None Other expenses 0. 75 After 5 years $ 83
on redemptions %

Redemption fee None Total fund operating 1.52 After 10 $ 181
expenses % years

OVERSEAS FUND Maximum sales charge Management fee 0. 77 After 1 year $ 43
on purchases 3.00 %
(as a % of offering price) %

12b-1 fee None After 3 years $ 69

Deferred sales charge None Other expenses 0. 50 After 5 years $ 98
on redemptions %

Redemption fee None Total fund operating 1.27 After 10 $ 179
expenses % years

WORLDWIDE FUND Maximum sales charge Management fee 0. 78 After 1 year $ 14
on purchases 3.00 %
(as a % of offering price) %A

12b-1 fee None After 3 years $ 44

Deferred sales charge None Other expenses 0. 62 After 5 years $ 77
on redemptions %

Redemption fee None Total fund operating 1.40 After 10 $ 168
expenses % years

</TABLE>

REGIONAL/SINGLE COUNTRY FUNDS
Transaction expenses Operating expenses Examples

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C>
CANADA FUND
Maximum sales charge Management fee 0. 86 After 1 year $ 20

on purchases 3.00 %

(as a % of offering price) %A

12b-1 fee None After 3 years $ 63

Deferred sales charge None Other expenses 1.14 After 5 years $ 108

on redemptions %

Redemption fee None Total fund operating 2.00 After 10 $ 233

expenses % years

EUROPE FUND
Maximum sales charge Management fee 0.64 After 1 year $ 42

on purchases 3.00 %

(as a % of offering price) %

12b-1 fee None After 3 years $ 68

Deferred sales charge None Other expenses 0. 61 After 5 years $ 97

on redemptions %

Redemption fee None Total fund operating 1.25 After 10 $ 177

expenses % years

EUROPE CAPITAL
Maximum sales charge Management Fee 0.78
APPRECIATION FUND
on purchases 3.00 12b-1 fee % After 1 year $ 16

(as a % of offering price) %A None

Deferred sales charge None Other expenses 0. 75 After 3 years $ 48

on redemptions %

Redemption fee None Total fund operating 1.53

expenses %

JAPAN FUND
Maximum sales charge Management fee 0. 77 After 1 year $17

on purchases 3.00 %

(as a % of offering price) %A

12b-1 fee None After 3 years $54

Deferred sales charge None Other expenses 0. 94 After 5 years $93

on redemptions %

Redemption fee None Total fund operating 1.71 After 10 $202

expenses % years

PACIFIC BASIN FUND
Maximum sales charge Management fee 0. 80 After 1 year $46

on purchases 3.00 %

(as a % of offering price) %

12b-1 fee None After 3 years $79

Deferred sales charge None Other expenses 0. 79 After 5 years $114

on redemptions %

Redemption fee None Total fund operating 1.59 After 10 $213

expenses % years

</TABLE>

EMERGING MARKET FUNDS
Transaction expenses Operating expenses Examples

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
EMERGING
MARKETS Maximum sales charge Management fee 0. 77 After 1 year $19
FUND on purchases 3.00 %
(as a % of offering price) %A

12b-1 fee None After 3 years $60

Deferred sales charge None Other expenses 1.14 After 5 years $103
on redemptions %

Redemption fee 1.50 Total fund operating 1.91 After 10 $223
(on shares held less % expenses % years
than 90 days)

LATIN AMERICA
FUND Maximum sales charge Management fee 0. 00
on purchases 3.00 % B,C
(as a % of offering price) %A

12b-1 fee None After 1 year $20

Deferred sales charge None Other expenses 2.00 After 3 years $63
on redemptions % B,C

Redemption fee 1.50 Total fund operating 2.00
(on shares held less % expenses %
than 90 days)

SOUTHEAST ASIA
FUND Maximum sales charge Management fee 0. 00 %
on purchases 3.00 B,C
(as a % of offering price) %A

12b-1 fee None After 1 year $20

Deferred sales charge None Other expenses 2.00 After 3 years $63
on redemptions % B,C

Redemption fee 1.50 Total fund operating 2 .00
(on shares held less % expenses %
than 90 days)

</TABLE>

A THE SALES CHARGE FOR THESE FUNDS IS WAIVED UNTIL MAY 31, 1994.
B FMR HAS VOLUNTARILY AGREED TO TEMPORARILY LIMIT THE TOTAL OPERATING
EXPENSES OF LATIN AMERICA FUND AND SOUTHEAST ASIA FUND TO 2.00% OF AVERAGE
NET ASSETS. IF THIS AGREEMENT WERE NOT IN EFFECT ESTIMATES OF THE FUNDS'
MANAGEMENT FEE, OTHER EXPENSES, AND TOTAL OPERATING EXPENSES IN ACCORDANCE
WITH A STATE LIMITATION WOULD HAVE BEEN .09%, 2.51%, AND 2.60%,
RESPECTIVELY, FOR LATIN AMERICA FUND, AND .23%, 2.37%, AND 2.60%,
RESPECTIVELY, FOR SOUTHEAST ASIA FUND . EXPENSES ELIGIBLE FOR
REIMBURSEMENT DO NOT INCLUDE INTEREST, TAXES, BROKERAGE COMMISSIONS, OR
EXTRAORDINARY EXPENSES.
C NET OF REIMBURSEMENT
FINANCIAL HIGHLIGHTS.
The tables that follow provide financial histories for all the
funds. The broadly diversified funds are listed first, followed by the
regional/single country funds, and ending with the emerging market funds.
This information has been audited by Coopers & Lybrand, and Price
Waterhouse (Latin America Fund and Southeast Asia Fund), independent
accountants. Their unqualified reports are included in the funds' Annual
Report. The Annual Report is incorporated by reference into (is legally a
part of) the Statement of Additional Information.
DIVERSIFIED INTERNATIONAL

<TABLE>
<CAPTION>
<S> <C> <C>
1.Selected Per-Share Data and Ratios

2.Years ended October 31 1992D 1993

3.Net asset value, beginning of period $ 10.00 $ 8.46

4.Income from Investment Operations

5. Net investment income .07 .07

6. Net realized and unrealized gain (loss)
on investments (1.61) 2.89

7. Total from investment operations (1.54) 2.96

8.Less Distributions

9. From net investment income -- (.10)

10.Net asset value, end of period $ 8.46 $ 11.32

11.Total returnB,C (15.40)% 35.38
%

12.Net assets, end of period (000 omitted) $ 36,439 $ 255,0
29

13.Ratio of expenses to average net assets 2.00%A 1.47
,C %

14.Ratio of expenses to average net assets
before expense reductions 2.34%A 1.47
%

15.Ratio of net investment income to
average net assets 1.38%A .84
%

16.Portfolio turnover rate 56%A 56
%

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C DURING THE PERIOD DECEMBER 27, 1991 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1992, THE FUND'S INVESTMENT ADVISER VOLUNTARILY
AGREED TO REDUCE THE
FUND'S EXPENSES TO THE EXTENT THAT THE AGGREGATE OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES) OF THE
FUND WERE IN EXCESS OF AN ANNUAL RATE OF 2.00% OF THE AVERAGE NET ASSETS. TOTAL RETURN FOR THE PERIOD WOULD HAVE BEEN LOWER HAD
THE ADVISER NOT REDUCED
EXPENSES.
D FROM DECEMBER 27, 1991 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1992.

INTERNATIONAL GROWTH & INCOME

</TABLE>
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C>
17.Selected Per-Share Data and Ratios

18.Years ended October 31
1987G 1988 1989 1990 1991 1992 1993

19.Net asset value, beginning of period
$ 10.00 $ 10.42 $ 11.81 $ 12.87 $ 13.71 $ 13.99 $ 13.29

20.Income from Investment Operations

21. Net investment income
.09 .16 .30 .25 .30B .31 .14D

22. Net realized and unrealized gain (loss) on
.39 1.26 .96 .75 .41 (.84) 4.14
investments

23. Total from investment operations
.48 1.42 1.26 1.00 .71 (.53) 4.28

24.Less Distributions

25. From net investment income
(.06) - (.13) (.16) (.38) (.16) (.31)

26. From net realized gain
- (.03)C (.07)C - (.05) (.01)C (.01)C

27. Total distributions
(.06) (.03) (.20) (.16) (.43) (.17) (.32)

28.Net asset value, end of period
$ 10.42 $ 11.81 $ 12.87 $ 13.71 $ 13.99 $ 13.29 $ 17.25

29.Total returnE,F
4.69% 13.68% 10.85% 7.79% 5.43 (3.81) 32.94%

% %

30.Net assets, end of period (000 omitted)
$ 40,822 $ 31,662 $ 26,333 $ 35,380 $ 49,73 $ 60,007 $ 1,002,8

8 47

31.Ratio of expenses to average net assets
2.72% 2.58% 1.92% 1.98% 1.89 1.62% 1.52%

A E E %

32.Ratio of net investment income to average net assets
1.23% 1.08% 1.98% 2.31% 2.86 2.78% .87%

A %

33.Portfolio turnover rate
158% 112% 147% 102% 117 76% 24%

A %

</TABLE>

A ANNUALIZED
B INCLUDES $.02 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY WITHHELD
ON
DIVIDEND AND INTEREST PAYMENTS.

C INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.

D FOR THE PERIOD INDICATED, NET INVESTMENT INCOME PER SHARE WAS CALCULATED
USING AVERAGE SHARES OUTSTANDING.

E EFFECTIVE AUGUST 5, 1988, FMR VOLUNTARILY AGREED TO REIMBURSE THE FUND TO
THE EXTENT THAT AGGREGATE OPERATING EXPENSES WERE IN EXCESS OF AN ANNUAL RATE
OF
2.00% OF THE AVERAGE NET ASSETS. FOR THE YEAR ENDED OCTOBER 31, 1989, NET
INVESTMENT INCOME PER SHARE INCLUDED A REIMBURSEMENT OF $0.01 PER SHARE FROM

FIDELITY SERVICE CO. FOR ADJUSTMENTS TO PRIOR PERIODS' FEES. IF THESE
EXPENSE
REDUCTIONS HAD NOT EXISTED, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS WOULD
HAVE
BEEN 2.16% FOR 1989 AND LIMITED TO 2.58% IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION IN 1988 AND TOTAL RETURNS WOULD HAVE BEEN LOWER.

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

G FROM DECEMBER 31, 1986 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31,
1987.

OVERSEAS

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C>
34.Selected Per-Share Data and Ratios

35.Years Ended October 31
1985F 1986 1987 1988 1989 1990 1991 1992B 1993

36.Net asset value, beginning of period
$ 10.00 $ 15.92 $ 26.91 $ 30.90 $ 25.30 $ 26.30 $ 27.47 $ 26.92 $ 21.96

37.Income from Investment Operations

38. Net investment income
.19 (.03) (.19) .30 .30 .35 .54C .46 .27

39. Net realized and unrealized gain
5.73 11.15 7.49 2.34 1.28 2.16 .45 (3.82) 7.40
(loss) on investments

40. Total from investment operations
5.92 11.12 7.30 2.64 1.58 2.51 .99 (3.36) 7.67

41.Less Distributions

42. From net investment income
- - - - (.24) (.21) (.46) (.44) (.37)

43. From net realized gain
- (.13) (3.31) (8.24) (.34) (1.13)D (1.08) (1.16) (2.10)D

D D

44. Total distributions
- (.13) (3.31) (8.24) (.58) (1.34) (1.54) (1.60) (2.47)

45.Net asset value, end of period
$ 15.92 $ 26.91 $ 30.90 $ 25.30 $ 26.30 $ 27.47 $ 26.92 $ 21.96 $ 27.16

46.Total returnE,G
59.20% 70.29% 28.74% 11.62% 6.40 9.58% 4.12 (13.05) 39.01%

% % %

47.Net assets, end of period (000
$ 119,199 $ 1,766,0 $ 1,393,4 $ 1,149,7 $ 876,5 $ 1,011,1 $ 969,4 $ 801,84 $ 1,490,6
omitted)
12 42 63 67 52 36 5 66

48.Ratio of expenses to average net
1.72%A 1.57% 1.71% 1.38% 1.06 1.26% 1.53 1.52% 1.27%
assets
,G % %

49.Ratio of net investment income to
.73%A (.32) (.53) 1.21% 1.06 1.34% 2.19 1.78% 1.00%
average net assets
% % % %

50.Portfolio turnover rate
63%A 107% 122% 115% 100 96% 132 122% 64%

% %

</TABLE>

A ANNUALIZED
B AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
C INCLUDES $.08 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY
WITHHELD ON
DIVIDEND AND INTEREST PAYMENTS.

D INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED
TRANSACTIONS TAXABLE AS ORDINARY INCOME.

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

F FROM DECEMBER 4, 1984 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1985.
G DURING THE PERIOD DECEMBER 4, 1984 (COMMENCEMENT OF OPERATIONS) TO AUGUST
19,
1985, FMR VOLUNTARILY AGREED TO REIMBURSE THE FUND TO THE EXTENT THAT

AGGREGATE OPERATING EXPENSES WERE IN EXCESS OF AN ANNUAL RATE OF 2.00% OF
THE
AVERAGE NET ASSETS. IF THESE EXPENSE REDUCTIONS HAD NOT EXISTED, THE RATIO OF

EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN 2.16% AND TOTAL RETURN WOULD
HAVE
BEEN LOWER.

WORLDWIDE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
51.Selected Per-Share Data and Ratios

52.Years ended October 31 1990E 1991 1992 1993

53.Net asset value, beginning of period $ 10.00 $ 8.95 $ 9.61 $ 9.63

54.Income from Investment Operations

55. Net investment income .05 .21 .20 .11

56. Net realized and unrealized gain (loss) on
investments (1.10) .53 (.08) 3.28

57. Total from investment operations (1.05) .74 .12 3.39

58.Less Distributions

59. From net investment income - (.08) (.10) (.24)

60. From net realized gain - - - (.02)
B

61. Total distributions - (.08) (.10) (.26)

62.Net asset value, end of period $ 8.95 $ 9.61 $ 9.63 $ 12.76

63.Total returnC,D (10.50)% 8.33 1.32 36.10
% % %

64.Net assets, end of period (000 omitted) $ 94,851 $ 105,0 $ 103,6 $ 287,2
29 27 78

65.Ratio of expenses to average net assets 2.00%A 1.69 1.51 1.40
,C % % %

66.Ratio of net investment income to average net
assets 2.09%A 2.19 2.02 1.99
% % %

67.Portfolio turnover rate 123%A 129 130 57
% % %

</TABLE>

A ANNUALIZED
B INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED
TRANSACTIONS TAXABLE AS ORDINARY INCOME.

C DURING THE PERIOD MAY 30, 1990 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31,
1990,
FMR VOLUNTARILY AGREED TO REDUCE THE FUND'S EXPENSES TO THE EXTENT THAT THE

AGGREGATE OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, BROKERAGE
COMMISSIONS AND
EXTRAORDINARY EXPENSES) OF THE FUND WERE IN EXCESS OF AN ANNUAL RATE OF 2.00%

OF THE AVERAGE NET ASSETS. IF THESE EXPENSES HAD BEEN INCURRED BY THE FUND,
THE
RATIO OF EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN 2.46% (ANNUALIZED) AND
TOTAL

RETURN FOR THE PERIOD WOULD HAVE BEEN LOWER.
D TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED AND DO
NOT
INCLUDE THE ONE TIME SALES CHARGE.

E FROM MAY 30, 1990 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1990.

CANADA

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C>
68.Selected Per-Share Data and Ratios

69.Years ended October 31
1988F 1989 1990 1991 1992 1993

70.Net asset value, beginning of period
$ 10.00 $ 12.74 $ 15.45 $ 13.57 $ 16.28 $ 14.23

71.Income from Investment Operations

72. Net investment income
.32 .02B .05B .03B (.02)B (.15)

73. Net realized and unrealized gain (loss) on investments
2.42 2.96 (1.24) 3.59 (1.11) 3.76

74. Total from investment operations
2.74 2.98 (1.19) 3.62 (1.13) 3.61

75.Less Distributions

76. From net investment income
- (.12) (.01) (.06) - (.02)

77. From net realized gain
- (.15) (.68) (.85) (.92) -

78. Total distributions
- (.27) (.69) (.91) (.92) (.02)

79.Net asset value, end of period
$ 12.74 $ 15.45 $ 13.57 $ 16.28 $ 14.23 $ 17.82

80.Total returnE,G
27.40% 23.94 (8.16) 28.13 (7.09) 25.40%

% % % %

81.Net assets, end of period (000 omitted)
$ 10,802 $ 24,33 $ 17,736 $ 23,32 $ 21,701 $ 95,977

1 7

82.Ratio of expenses to average net assetsD
2.02% 2.06 2.05% 2.01 2.00% 2.00%

A % %

83.Ratio of expenses to average net assets before expense
4.17% 2.87 2.31% 2.26 2.07% 2.00%
reductionsD
A % %

84.Ratio of net investment income to average net assets
4.24% .16 .34% .17 (.11) (.66)

A % % % %

85.Portfolio turnover rate
401% 152 164% 68 55% 131%

A % %

</TABLE>

A ANNUALIZED
B FOR THE YEARS ENDED OCTOBER 31, 1992, 1991, 1990 AND 1989, NET INVESTMENT
INCOME
(LOSS) PER SHARE HAS BEEN CALCULATED USING AVERAGE SHARES
OUTSTANDING.
C INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED
TRANSACTIONS TAXABLE AS ORDINARY INCOME.

D EFFECTIVE AUGUST 5, 1988, FMR VOLUNTARILY AGREED TO REDUCE THE FUND'S
EXPENSES TO
THE EXTENT THAT AGGREGATE OPERATING EXPENSES (EXCLUDING INTEREST, TAXES,

BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES) OF THE FUND WERE IN
EXCESS OF AN
ANNUAL RATE OF 2.00% OF THE AVERAGE NET ASSETS.

E THE TOTAL RETURN WOULD HAVE BEEN LOWER IF THE ADVISER HAD NOT REDUCED
EXPENSES
OF THE FUND DURING THE PERIODS SHOWN.

F FROM NOVEMBER 17, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31,
1988.
G TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

EUROPE

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C>
86.Selected Per-Share Data and Ratios

87.Years ended October 31
1986G 1987 1988 1989 1990 1991 1992D 1993

88.Net asset value, beginning of period
$ 10.00 $ 9.99 $ 12.09 $ 12.96 $ 15.04 $ 16.28 $ 15.93 $ 15.12

89.Income from Investment Operations

90. Net investment income
.01 .08 .12 .25E .46 .43F .27 .25

91. Net realized and unrealized gain (loss) on
(.02) 2.03 .75 2.11 .97 (.40) (.57) 3.35
investments

92. Total from investment operations
(.01) 2.11 .87 2.36 1.43 .03 (.30) 3.60

93.Less Distributions

94. From net investment income
- (.01) - (.24) (.19) (.35) (.48) (.29)

95. From net realized gain
- - - (.04)B - (.03) (.03)B -

96. Total distributions
- (.01) - (.28) (.19) (.38) (.51) (.29)

97.Net asset value, end of period
$ 9.99 $ 12.09 $ 12.96 $ 15.04 $ 16.28 $ 15.93 $ 15.12 $ 18.43

98.Total returnC,E
(.10) 21.13 7.20 18.62% 9.50 .15 (1.89) 24.24

% % % % % % %

99.Net assets, end of period (000 omitted)
$ 19,375 $ 131,4 $ 102,0 $ 97,288 $ 389,2 $ 297,8 $ 431,22 $ 528,9

31 29 73 31 3 29

100.Ratio of expenses to average net assets
1.50% 1.91 2.66 1.89% 1.45 1.31 1.22% 1.25

A % % E % % %

101.Ratio of net investment income to average net
2.77% .48 .97 1.67% 2.87 2.83 2.38% 1.44
assets
A % % % % %

102.Portfolio turnover rate
9% 241 180 160% 148 80 95% 76

A % % % % %

</TABLE>

A ANNUALIZED
B INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED
TRANSACTIONS TAXABLE AS ORDINARY INCOME.

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

D AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
E FOR THE PERIOD ENDED OCTOBER 31, 1989, NET INVESTMENT INCOME PER SHARE
INCLUDES A
REIMBURSEMENT OF $.008 PER SHARE FROM FIDELITY SERVICE CO. FOR

ADJUSTMENTS TO PRIOR PERIODS' FEES. IF THIS EXPENSE REDUCTION HAD NOT
EXISTED, THE
RATIO OF EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN 1.94% AND TOTAL

RETURN FOR THE PERIOD WOULD HAVE BEEN LOWER.
F INCLUDES $.05 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY
WITHHELD ON
DIVIDEND AND INTEREST PAYMENTS.

G OCTOBER 1, 1986 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1986.

JAPAN

<TABLE>
<CAPTION>
<S> <C> <C>
103.Selected Per-Share Data and Ratios

104.Years ended October 31 1992D 1993

105.Net asset value, beginning of period $ 10.00 $ 9.84

106.Income from Investment Operations

107. Net investment income .00 (.09)

108. Net realized and unrealized gain (loss) on investments (.16) 3.60

109. Total from investment operations (.16) 3.51

110.Net asset value, end of period $ 9.84 $ 13.35

111.Total returnC (1.60)% 35.67%
B

112.Net assets, end of period (000 omitted) $ 2,953 $ 118,19
5

113.Ratio of expenses to average net assets 2.00%A 1.71%

114.Ratio of expenses to average net assets before expense reductions 3.59%A 1.71%
,B

115.Ratio of net investment income to average net assets .03%A (.77)
%

116.Portfolio turnover rate -% 257%

</TABLE>

A ANNUALIZED
B EXPENSES LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. TOTAL
RETURN
WOULD HAVE BEEN LOWER HAD THE LIMITATION NOT BEEN IN EFFECT.
C TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D FROM SEPTEMBER 15, 1992 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31,
1992.

PACIFIC BASIN

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C>
117.Selected Per-Share Data and Ratios

118.Years ended October 31
1986F 1987 1988 1989 1990 1991 1992B 1993

119.Net asset value, beginning of period
$ 10.00 $ 9.90 $ 12.42 $ 13.99 $ 15.78 $ 12.89 $ 13.15 $ 12.00

120.Income from Investment Operations

121. Net investment income
.012 (.11) -D (.027)D .12 .02D .08D .20

122. Net realized and unrealized gain (loss) on
(.112) 2.64 1.71 1.927 (2.37) .40 (1.23) 5.39
investments

123. Total from investment operations
(.100) 2.53 1.71 1.900 (2.25) .42 (1.15) 5.59

124.Less Distributions

125. From net investment income
- (.01) - (.003) (.01) (.16) - (.11)

126. From net realized gain
- - (.14) (.107)C (.63) - - -

127. Total distributions
- (.01) (.14) (.110) (.64) (.16) - (.11)

128.Net asset value, end of period
$ 9.90 $ 12.42 $ 13.99 $ 15.78 $ 12.89 $ 13.15 $ 12.00 $ 17.48

129.Total returnE,G
(1.00)% 25.57% 13.82 13.65% (14.99) 3.37 (8.75) 47.06

% % % % %

130.Net assets, end of period (000 omitted)
$ 22,020 $ 159,91 $ 136,0 $ 111,811 $ 86,354 $ 95,05 $ 116,27 $ 493,5

7 60 1 7 33

131.Ratio of expenses to average net assets
1.50%A 2.10% 1.80 1.40% 1.59% 1.88 1.84% 1.59

,G % % %

132.Ratio of net investment income to average net
3.53%A (.83) .04 (.18) .88% .12 .65% .15
assets
% % % % %

133.Portfolio turnover rate
-% 324% 228 133% 118% 143 105% 77

% % %

</TABLE>

A ANNUALIZED
B AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.

C INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED
TRANSACTIONS TAXABLE AS ORDINARY INCOME.

D FOR THE YEARS ENDED OCTOBER 31, 1992, 1991, 1989, AND 1988, NET
INVESTMENT
INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES
OUTSTANDING
DURING THE PERIOD.
E TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED
AND DO NOT
INCLUDE THE ONE TIME SALES CHARGE.

F FROM OCTOBER 1, 1986
(COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1986.
G EXPENSES LIMITED IN
ACCORDANCE WITH A STATE EXPENSE LIMITATION. TOTAL RETURN WOULD
HAVE BEEN LOWER HAD THE LIMITATION NOT BEEN IN EFFECT.

EMERGING MARKETS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
134.Selected Per-Share Data and Ratios

135.Years ended October 31 1991E 1992 1993

136.Net asset value, beginning of period $ 10.00 $ 10.40 $ 11.05

137.Income from Investment Operations

138. Net investment income .12 .08 .06D

139. Net realized and unrealized gain (loss) on investments .30 .76 5.28

140. Total from investment operations .42 .84 5.34

141.Less Distributions

142. From net investment income (.04) (.08) (.08)

143. From net realized gain - (.14) (.15)

144. Total distributions (.04) (.22) (.23)

145.Redemption fees added to paid in capital .02 .03 .02

146.Net asset value, end of period $ 10.40 $ 11.05 $ 16.18

147.Total returnB,C 4.41%C 8.56% 49.58%
C

148.Net assets, end of period (000 omitted) $ 6,450 $ 13,732 $ 757,73
7

149.Ratio of expenses to average net assets 2.60%A, 2.60% 1.91%
B,C C

150.Ratio of net investment income to average net assets 1.34%A .90% .44%

151.Portfolio turnover rate 45%A 159% 57%

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED AND DO NOT
INCLUDE THE ONE TIME SALES CHARGE.
C EXPENSES LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. TOTAL RETURNS
WOULD HAVE BEEN LOWER HAD THE LIMITATIONS NOT BEEN IN EFFECT.
D FOR THE PERIOD, NET INVESTMENT INCOME PER SHARE WAS CALCULATED USING AVERAGE
SHARES OUTSTANDING.
E FROM NOVEMBER 1, 1990 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1991.
</TABLE>

LATIN AMERICA

<TABLE>
<CAPTION>
<S> <C>
152.Selected Per-Share Data and Ratios

153.Years ended October 31 1993C

154.Net asset value, beginning of period $ 10.00

155.Income from Investment Operations

156. Net investment income .03

157. Net realized and unrealized gain (loss) on investments 3.23

158. Total from investment operations 3.26

159.Redemption fees added to paid in capital .02

160.Net asset value, end of period $ 13.28

161.Total returnB 32.80%

162.Net assets, end of period (000 omitted) $ 342,93
4

163.Ratio of expenses to average net assets 1.94%
A

164.Ratio of net investment income to average net assets 1.21%
A

165.Portfolio turnover rate 72%
A

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C FROM APRIL 19, 1993 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1993.

SOUTHEAST ASIA

</TABLE>
<TABLE>
<CAPTION>
<S> <C>
166.Selected Per-Share Data and Ratios

167.Years ended October 31 1993D

168.Net asset value, beginning of period $ 10.00

169.Income from Investment Operations

170. Net investment income .01

171. Net realized and unrealized gain (loss) on investments 3.22

172. Total from investment operations 3.23

173.Redemption fees added to paid in capital .01

174.Net asset value, end of period $ 13.24

175.Total returnB,C 32.40%

176.Net assets, end of period (000 omitted) $ 499,66
9

177.Ratio of expenses to average net assets 2.00%
A

178.Ratio of expenses to average net assets before expense reductions 2.06%
A

179.Ratio of net investment income to average net assets .45%
A

180.Portfolio turnover rate 14%
A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD THE ADVISER NOT REDUCED CERTAIN EXPENSES DURING THE PERIOD SHOWN.
D FROM APRIL 19, 1993 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1993.

</TABLE>

PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns in this section are based on historical fund results and do not
reflect the effect of of taxes. An explanation of the terms, and
performance measures, appears on page .
Each fund's fiscal year runs from November 1 through October 31. The tables
below and on page show the funds' performance over past fiscal
years compared to two measures: an unmanaged index of related stocks and
the Consumer Price Index (CPI). The unmanaged index shows the general
performance of stocks in a region; the CPI indicates inflation, or loss of
purchasing power if no investment was made.

UNDERSTANDING PERFORMANCE
Many markets around the globe offer the
potential for significant growth over time;
however, investing in foreign markets means
assuming greater risks than investing in the
United States. Factors like changes in a
country's financial markets, its local political
and economic climate, and the value of its
currency create these risks. Because these
funds invest in stocks, their performance is
also related to foreign stock markets. For
these reasons an international fund's
performance may be more volatile than that of
a fund that invests exclusively in the United
States.
(checkmark)
BROADLY DIVERSIFIED FUNDS

<TABLE>
<CAPTION>
<S> <C> <C>
Fiscal years ended October 31 Average Annual Total Return Cumulative Total Return

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Past 1 year Past 5 years Life of fund Past 1 year Past 5 years Life of fund

DIVERSIFIED INTERNATIONAL
FUND N 35.38 % n/a 7.62 %B 35.38 % n/a 14.53 %

DIVERSIFIED INTERNATIONAL
FUND (LOAD 31.32% n/a 5.86% 31.32% n/a 11.10%
ADJ.A)O

EAFE Index/GDP-weighted P 36.22 % n/a 13.25% 36.22 % n/a 25.87 %

INTERNATIONAL GROWTH & INCOME 32.94 % 10.01 % 9.98% C 32.94 % 61.10 % 91.72 %
FUND N

INTERNATIONAL GROWTH & INCOME 30.28 % 9.56 % 9.66% 30.28 % 57.88 % 87.89 %
FUND
(LOAD ADJ.A)

EAFE Index 37.46 % 3.76 % 9.06 % 37.46 % 20.28 % 80.95 %

OVERSEAS FUND 39.01 % 7.97 % 21.60 % 39.01 % 46.72 % 471.58
D %

OVERSEAS FUND (LOAD ADJ.A) 34.84 % 7.31 % 21.18 % 34.84 % 42.32 % 454.44
%

EAFE Index 37.46 % 3.76 % 19.43 % 37.46 % 20.28 % 386.79
%

WORLDWIDE FUND N 36.10 % n/a 8.84 %E 36.10 % n/a 33.70 %

WORLDWIDE FUND (LOAD ADJ.A) 32.02 % n/a 7.88 % 32.02 % n/a 29.69 %

World Index 27.01 % n/a 6.48 % 27.01 % n/a 24.02 %

Consumer Price Index 2.75 % 3.92 % n/a 2.75 % 21.21 % n/a

</TABLE>

REGIONAL/SINGLE COUNTRY FUNDS

<TABLE>
<CAPTION>
<S> <C> <C>
Fiscal years ended October 31 Average Annual Total Return Cumulative Total Return

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Past 1 year Past 5 years Life of fund Past 1 year Past 5 years Life of fund

CANADA FUNDN 25.40 % 11.19% 13.83 % 25.40 % 69.92% 116.48
F %

CANADA FUND (LOAD ADJ.A) 21.64 % 10.51% 13.25 % 21.64 % 64.82% 109.98
%

TSE 300 Index 23.19 % 6.72 % 10.00 % 23.19 % 38.43 % 76.55 %

EUROPE FUND 24.24 % 9.66 % 10.71 % 24.24 % 58.57 % 105.69
G %

EUROPE FUND (LOAD ADJ.A) 20.52 % 8.99 % 10.23 % 20.52 % 53.81 % 99.52 %

Europe Index 25.67 % 10.75 % 11.29 % 25.67 % 66.60 % 113.55
%

JAPAN FUNDN 35.67 % n/a 29.16 % 35.67 % n/a 33.50 %
H

JAPAN FUND (LOAD ADJ.A)O 31.60% n/a 25.73% 31.60% n/a 29.50%

Topix Index 46.06 % n/a 31.57% 46.06% n/a 36.31%

PACIFIC BASIN FUND 47.06 % 6.03 % 9.45 %I 47.06 % 34.03 % 89.64 %

PACIFIC BASIN FUND (LOAD ADJ.A) 42.65 % 5.39 % 8.98 % 42.65 % 30.00 % 83.95 %

Pacific Index 48.75 % -.36 % 7.91 % 48.75 % -1.81 % 71.54 %

Consumer Price Index 2.75% 3.92% n/a 2.75% 21.21% n/a

</TABLE>

EMERGING MARKET FUNDS

<TABLE>
<CAPTION>
<S> <C> <C>
Fiscal years ended October 31 Average Annual Total Return Cumulative Total Return

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Past 1 year Past 5 years Life of fund Past 1 year Past 5 years Life of fund

EMERGING MARKETS FUNDN 49.58 % n/a 19.22 % 49.58% n/a 69.55 %
J

EMERGING MARKETS FUND (LOAD ADJ.A) 45.09 % n/a 18.02 % 45.09 % n/a 64.46 %

Emerging Markets Index 44.97 % n/a 35.91 % 44.97 % n/a 151.28
%

LATIN AMERICA FUNDN n/a n/a 69.60 % n/a n/a 32.80 %
K,M

LATIN AMERICA FUND (LOAD ADJ.A)O n/a n/a 60.25% n/a n/a 28.82%
M

Latin America Index n/a n/a 47.35% n/a n/a 23.14 %

SOUTHEAST ASIA FUNDN n/a n/a 68.65 % n/a n/a 32.40 %
L,M

SOUTHEAST ASIA FUND (LOAD ADJ.A)O n/a n/a 59.35% n/a n/a 28.43%
M

Far East Ex-Japan Free Index n/a n/a 93.12 % n/a n/a 42.39 %

Consumer Price Index 2.75% 3.92% n/a 2.75% 21.21% n/a

</TABLE>

A LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING A FUND'S SALES CHARGE
B FROM DECEMBER 27, 1991
C FROM DECEMBER 31, 1986
D FROM DECEMBER 4, 1984
E FROM MAY 30, 1990
F FROM NOVEMBER 17, 1987
G FROM OCTOBER 1, 1986
H FROM SEPTEMBER 15, 1992
I FROM OCTOBER 1, 1986
J FROM NOVEMBER 1, 1990
K FROM APRIL 19, 19 93
L FROM APRIL 19, 1993
M ANNUALIZED
N THE FUND'S SALES CHARGE HAS BEEN WAIVED THROUGH MAY 31, 1994.
O THE FUND'S 3% SALES CHARGE HAS BEEN WAIVED SINCE ITS INCEPTION.
P THE GDP-WEIGHTED VERSION IS AN APPROXIMATE REPRESENTATION OF EACH
COUNTRY'S SHARE OF THE VALUE OF GOODS AND SERVICES PRODUCED BY ALL THE
COUNTRIES IN THE INDEX. THE FUND HAS CHOSEN TO COMPARE ITS PERFORMANCE TO
THE GDP-WEIGHTED VERSION BECAUSE IT MORE ACCURATELY REPRESENTS EACH
COUNTRY'S RELATIVE PRODUCTION.
The following charts show the funds' performance over past calendar years
compared to groupings of funds with similar objectives. The competitive
funds averages are defined on page . Comparisons for Canada,
Europe Capital Appreciation, Latin America, and Southeast Asia Funds
are not included because the competitive average does not represent
Canada Fund's objective and the other funds have not completed one full
calendar year of operations.
DIVERSIFIED INTERNATIONAL FUND

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar years 199 2 199 3

DIVERSIFIED INTERNATIONAL FUND -13.8 36.67
1 % %

Lipper International Funds Average -4.77 39.40
% %

</TABLE>

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar years
1987 1988 1989 1990 1991 1992 1993

INTERNATIONAL GROWTH & INCOME
8.33% 11.56 19.12 -3.23 8.04% -3.34 35.08
FUND
% % % % %

Lipper International Funds Average
7.89 % 16.24 21.75 -11.7 12.76 -4.77 39.40

% % 4 % % % %

</TABLE>

Row: 1, Col: 1, Value: 0.0
Row: 1, Col: 2, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 2, Col: 2, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 3, Col: 2, Value: 0.0
Row: 4, Col: 1, Value: 8.33
Row: 4, Col: 2, Value: 7.89
Row: 5, Col: 1, Value: 11.56
Row: 5, Col: 2, Value: 16.24
Row: 6, Col: 1, Value: 19.12
Row: 6, Col: 2, Value: 21.75
Row: 7, Col: 1, Value: -3.23
Row: 7, Col: 2, Value: -11.74
Row: 8, Col: 1, Value: 8.039999999999999
Row: 8, Col: 2, Value: 12.76
Row: 9, Col: 1, Value: -3.34
Row: 9, Col: 2, Value: -4.77
Row: 10, Col: 1, Value: 35.08
Row: 10, Col: 2, Value: 39.4
%
INTERNATIONAL GROWTH &
INCOME
FUND
Lipper International
Funds Average
%
%
%
%
OVERSEAS FUND

<TABLE>
<CAPTION>
<S> <C>
<C> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Calendar years
1985 1986 1987 1988 1989 1990 1991 1992 1993

OVERSEAS FUND
78.67 69.25 18.37 8.26% 16.93 -6.60 8.61% -11.4 40.05

% % % % % 6% %

Lipper International Funds Average
45.03% 47.03 7.89 % 16.24 21.75 -11.7 12.76 -4.77 39.40
% % %
4 % % % %

</TABLE>

Row: 1, Col: 1, Value: 0.0
Row: 1, Col: 2, Value: 0.0
Row: 2, Col: 1, Value: 78.66999999999999
Row: 2, Col: 2, Value: 45.03
Row: 3, Col: 1, Value: 69.25
Row: 3, Col: 2, Value: 47.03
Row: 4, Col: 1, Value: 18.37
Row: 4, Col: 2, Value: 7.89
Row: 5, Col: 1, Value: 8.26
Row: 5, Col: 2, Value: 16.24
Row: 6, Col: 1, Value: 16.93
Row: 6, Col: 2, Value: 21.75
Row: 7, Col: 1, Value: -6.6
Row: 7, Col: 2, Value: -11.74
Row: 8, Col: 1, Value: 8.609999999999999
Row: 8, Col: 2, Value: 12.76
Row: 9, Col: 1, Value: -11.46
Row: 9, Col: 2, Value: -4.77
Row: 10, Col: 1, Value: 40.05
Row: 10, Col: 2, Value: 39.4
%
OVERSEAS FUND
Lipper International
Funds Average
%
%
%
%
%
WORLDWIDE FUND

Calendar years 1991 1992 1993

WORLDWIDE FUND 7.88 6.21 36.55

% % %

Lipper Global Funds Average 18.44 .01% 31.04

% %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
<C> <C> <C> <C> <C> <C> <C> <C>
Calendar years
1987 1988 1989 1990 1991 1992 1993

EUROPE FUND
14.90 5.84% 32.33 -4.59 4.16% -2.52 27.16

% % % % %

Lipper European Region Funds
17.12 7.23 % 25.22 -3.51 6.60 % -7.93 25.76
Average
% % % % %

</TABLE>

Row: 1, Col: 1, Value: 0.0
Row: 1, Col: 2, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 2, Col: 2, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 3, Col: 2, Value: 0.0
Row: 4, Col: 1, Value: 14.9
Row: 4, Col: 2, Value: 17.12
Row: 5, Col: 1, Value: 5.84
Row: 5, Col: 2, Value: 7.23
Row: 6, Col: 1, Value: 32.33
Row: 6, Col: 2, Value: 25.22
Row: 7, Col: 1, Value: -4.59
Row: 7, Col: 2, Value: -3.51
Row: 8, Col: 1, Value: 4.159999999999999
Row: 8, Col: 2, Value: 6.6
Row: 9, Col: 1, Value: -2.52
Row: 9, Col: 2, Value: -7.930000000000001
Row: 10, Col: 1, Value: 27.16
Row: 10, Col: 2, Value: 25.76
%
EUROPE FUND
Lipper European Region
Funds Average
%
%
%
%
JAPAN FUND

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar years 1993

JAPAN FUND 20.45
%

Lipper Japanese Funds Average 22.94
%

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
<C> <C> <C> <C> <C> <C> <C> <C>
Calendar years
1987 1988 1989 1990 1991 1992 1993

PACIFIC BASIN FUND
24.99 10.45 11.44 -27.2 12.54 -7.62 63.91

% % % 1% % % %

Lipper Pacific Region Funds Average
17.54 21.34 24.47 -16.0 17.04 1.14 % 63.81

% % % 5 % % %

</TABLE>

Row: 1, Col: 1, Value: 0.0
Row: 1, Col: 2, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 2, Col: 2, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 3, Col: 2, Value: 0.0
Row: 4, Col: 1, Value: 24.99
Row: 4, Col: 2, Value: 17.54
Row: 5, Col: 1, Value: 10.45
Row: 5, Col: 2, Value: 21.34
Row: 6, Col: 1, Value: 11.44
Row: 6, Col: 2, Value: 24.47
Row: 7, Col: 1, Value: -27.21
Row: 7, Col: 2, Value: -16.05
Row: 8, Col: 1, Value: 12.54
Row: 8, Col: 2, Value: 17.04
Row: 9, Col: 1, Value: -7.619999999999999
Row: 9, Col: 2, Value: 1.14
Row: 10, Col: 1, Value: 63.91
Row: 10, Col: 2, Value: 63.81
%
%
PACIFIC BASIN FUND
Lipper Pacific Region
Funds Average
%
%
%
%
%
%
EMERGING MARKETS FUND

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C>
Calendar years
1991 1992 1993

EMERGING MARKETS FUND
6.76% 5.85% 81.76

Lipper International Funds Average
12.76 -4.77 39.40

% % %

</TABLE>

Row: 1, Col: 1, Value: 0.0
Row: 1, Col: 2, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 2, Col: 2, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 3, Col: 2, Value: 0.0
Row: 4, Col: 1, Value: 0.0
Row: 4, Col: 2, Value: 0.0
Row: 5, Col: 1, Value: 0.0
Row: 5, Col: 2, Value: 0.0
Row: 6, Col: 1, Value: 0.0
Row: 6, Col: 2, Value: 0.0
Row: 7, Col: 1, Value: 0.0
Row: 7, Col: 2, Value: 0.0
Row: 8, Col: 1, Value: 6.76
Row: 8, Col: 2, Value: 12.76
Row: 9, Col: 1, Value: 5.85
Row: 9, Col: 2, Value: -4.77
Row: 10, Col: 1, Value: 81.76000000000001
Row: 10, Col: 2, Value: 39.4
%
%
EMERGING MARKETS FUND
Lipper International
Funds Average
%
%
%
%
%
%
%
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in a 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.
COMPARATIVE MARKET INDEXES used on pages 1 4 and 1 5 reflect
the performance of stocks in applicable regions. Each index is translated
into U.S. dollars and includes reinvestment of dividends.
BROADLY DIVERSIFIED INDEXES:
(bullet) The EAFE Index, also known as the Morgan Stanley Capital
International Europe, Australia, Far East, is an unmanaged index of over
1,000 foreign stock prices.
(bullet) The World Index, also known as the Morgan Stanley Capital
International World Index, is an unmanaged index of over 1,400 foreign
stock prices.
REGIONAL/SINGLE COUNTRY INDEXES:
(bullet) The TSE 300 Index, also known as the Toronto Stock Exchange
Composite 300 Index, is an unmanaged index of 300 stocks traded on the
Toronto Stock Exchange.
(bullet) The Europe Index, also known as the Morgan Stanley Capital
International Europe Index, is an unmanaged index of over 600 companies
representing twelve European countries.
(bullet) The TOPIX Index, also known as the Tokyo Stock Price Index,
includes over 1,200 companies representing over 90% of the total market
capitalization in Japan.
(bullet) The Pacific Index, also known as the Morgan Stanley Capital
International Pacific Index, is an unmanaged index of over 400 companies
from Australia, Hong Kong, Japan, and Singapore/Malaysia.
EMERGING MARKET INDEXES:
(bullet) The Emerging Markets Index, also known as the Morgan Stanley
Capital International Emerging Markets Free Index, is an unmanaged
index of over 560 foreign stock prices.
(bullet) The Latin America Index, also known as the Morgan Stanley Capital
International Latin America Free Index, is an unmanaged index of
over 130 foreign stock prices.
(bullet) The Southeast Asia Index, also known as the Morgan Stanley
Capital International Combined Far East ex-Japan Free Index , is an
unmanaged index of over 380 foreign stock prices.
THE CONSUMER PRICE INDEX is a widely recognized measure of
inflation , calculated by the U.S. government.
YIELD, if quoted, refers to the income generated by an investment in a fund
over a given period of time, expressed as an annual percentage rate. Yields
are calculated according to a standard that is required for all stock and
bond funds. Because this differs from other accounting methods, the quoted
yield may not equal the income actually paid to shareholders. This
difference may be significant for funds whose investments are denominated
in foreign currencies.
COMPETITIVE FUNDS AVERAGES used on pages through reflect the
performance of funds with similar objectives. Each average is published by
Lipper Analytical Services and assumes reinvestment of distributions.
BROADLY DIVERSIFIED AVERAGES:
(bullet) Diversified International Fund, International Growth & Income
Fund, Overseas Fund, and Emerging Markets Fund are compared to the Lipper
International Funds average, which reflects the performance of over
161 international funds.
(bullet) Worldwide Fund is compared to the Lipper Global Funds average,
which reflects the performance of over 89 global funds.
REGIONAL/SINGLE COUNTRY AVERAGES:
(bullet) Europe Fund is compared to the Lipper European Region
Funds average, which reflects the performance of over 89 funds
investing in Europe.
(bullet) Japan Fund is compared to the Lipper Japanese Funds average,
which reflects the performance of 7 funds investing in Japan.
(bullet) Pacific Basin Fund is compared to the Lipper Pacific Region Funds
average, which reflects the performance of over 37 funds investing
in the Pacific region.
Other illustrations of fund performance may show moving averages over
specific periods.
The funds' recent strategies, performance, and holdings are detailed twice
a year in f inancial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF FUTURE
PERFORMANCE.
<r>THE FUNDS IN DETAIL</r>

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that
pool s shareholders' money and invest s it toward a specified
goal. In technical terms, each fund is a diversified fund of Fidelity
Investment Trust, an open-end, management investment company. The trust was
organized as a Massachusetts business trust on April 20, 1984.
EACH 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 a fund's
activities, review contractual arrangements with companies that provide
services to a fund, and review performance. The majority of trustees are
not otherwise affiliated with Fidelity.
EACH 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 funds are managed by FMR, which handles their business
affairs and, with the assistance of foreign affiliates, chooses the
funds' investments.
Greg Fraser is manager of Diversified International, which he has managed
since 1991. Previously, he managed Select Defense and Aerospace, and Select
Environmental Services. Mr. Fraser joined Fidelity in 1988 as an equity
analyst .
Rick Mace is manager of International Growth & Income, which he has
managed since January 1994. Previously, he managed Select Transportation.
He joined Fidelity in 1988 as an analyst.
John R. Hickling is a manager and vice president of Fidelity Overseas,
which he has managed since January 1993; and is manager of Japan, which he
has managed since May 1993. Mr. Hickling also manages Advisor Overseas and
VIP Overseas. Previously, he managed Emerging Markets, Europe,
International Opportunities, and Pacific Basin. Mr. Hickling joined
Fidelity in 1982.

FIDELITY FACTS
Fidelity offers the broadest selection of mutual
funds in the world.
(bullet) Number of Fidelity mutual funds: over 200
(bullet) Assets in Fidelity mutual funds: over $200
billion
(bullet) Number of shareholder accounts: over 14
million
(bullet) Number of investment analysts and portfolio
managers: over 200
(checkmark)
Penelope Dobkin is manager and vice president of Worldwide, which she has
managed since its inception in May 1990. Previously, Ms. Dobkin managed
Europe, United Kingdom, and Select Financial Services. She also served as
the research analyst for the banking and savings and loans industries, real
estate investment trusts, and finance companies. Ms. Dobkin joined Fidelity
in 1980.
George Domolky is vice president and manager of Canada, which he has
managed since November 1987. Mr. Domolky also manages several funds for
Fidelity Investments Canada Limited . Previously, he managed
Select Food and Agriculture and assisted on Magellan. Mr. Domolky joined
Fidelity in 1981.
Sally Walden is vice president and manager of Europe, which she has managed
since July 1992. Ms. Walden also serves as investment director for Fidelity
Investment Services Ltd. and Fidelity Pensions Management Ltd. In addition,
she manages European Opportunities and U.K. Growth Trust, a number of
Canadian retail products, as well as institutional money for various
international investors. Ms. Walden joined Fidelity in 1984.
Kevin McCarey is manager of Europe Capital Appreciation, which he has
managed since December 1993. Previously, Mr. McCarey managed Advisor
Overseas and served as an equity analyst in both the London and
Boston offices. He joined Fidelity in 1985 .
Simon Fraser is manager and vice president of Pacific Basin, which he has
managed since May 1993. Mr. Fraser also manages several funds for United
Kingdom, European and Asian investors including Growth, Japan OTC &
Regional Markets and Japan Smaller Companies Trust. He joined Fidelity in
1981 as an investment analyst.
Richard Hazlewood is manager of Emerging Markets, w h i c h he
has managed since July 1993. Previuosly, he assisted on Low-Priced Stock
and Contrafund, and served as a U.S. equities analyst. He joined
Fidelity Investments Japan Ltd. in March 1991 as an analyst specializing in
Japanese equities. Before that, he was a director of research at Sassoon
Ltd. in Tokyo.
Patricia Satterthwaite is vice president and manager of Latin America,
which she has managed since April 1993. Ms. Satterthwaite also manages
Latin America Capital, a closed-end fund. Previously, she managed
Pacific Basin and served as an analyst following the U.S., Mexico, Brazil,
and Far East markets. Ms. Satterthwaite joined Fidelity in 1986.
Allan Liu is manager of Southeast Asia, which he has managed since April
1993. Previously, he was an analyst and manager for Fidelity Investments
Management Ltd. in Hong Kong. Mr. Liu joined Fidelity in 1987 .
Affiliates assist FMR with foreign securities for the funds:
Fidelity Management & Research (U.K.) Inc. (FMR U.K.), Fidelity
Management & Research (Far East) Inc. (FMR Far East), Fidelity
International Investment Advisors (FIIA), and Fidelity Investments Japan
Ltd. (FIJ). FIIA, in turn, has entered into sub-advisory agreements with
its wholly owned subsidiaries Fidelity International Investment Advisors
(U.K.) Limited (FIIAL U.K.).
FDC distributes and markets Fidelity's funds and services. Fidelity Service
Co. (FSC) performs transfer agent servicing functions for the
funds .
FMR Corp., or Fidelity International Limited (FIL), is the parent company
of these organizations. Through ownership of voting common stock, Edward C.
Johnson 3d, (President and a trustee of the trust), Johnson family members,
and various trusts for the benefit of Johnson family form a controlling
group with respect to FMR Corp. This group also owns, directly or
indirectly, more than 25% of the voting common stock of FIL.
A broker-dealer may use a portion of the commissions paid by the fund to
reduce a fund's custodian or transfer agent fees. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
the fund's transactions, provided, that each fund receives services and
commission rates comparable to those of other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
The funds may invest in all types of issuers, including companies and other
business organizations as well as governments and government agencies. The
funds have the flexibility to invest in any type of instrument. However,
they tend to focus on the equity securities of large and small companies.
The stocks of small companies often involve more risk than those of larger
companies. The funds may invest in short-term debt securities and money
market instruments for cash management purposes.
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 funds' investments are denominated in
foreign currencies, changes in the value of foreign currencies can
significantly affect a 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.
Each fund will spread investment risk by limiting its holdings in any one
company or industry. FMR may use various techniques to hedge a 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 determines where an issuer or its principal business are located by
looking at such factors as its country of organization, the primary trading
market for its securities, and the location of its assets personnel, sales,
and earnings. When allocating the funds' investments among countries
and regions, FMR considers such factors as the potential for economic
growth, expected levels of inflation, governmental policies, and the
outlook for currency relationships.
FMR normally invests a fund's assets according to its investment strategy.
When FMR considers it appropriate for defensive purposes , however,
it may temporarily invest substantially in money market instruments, U.S.
government securities, and high-quality debt obligations of U.S. issuers.
BROADLY DIVERSIFIED FUNDS
These funds increase diversification by spreading investments among
different countries and geographic regions. These funds invest in
securities of both developed and emerging markets.
DIVERSIFIED INTERNATIONAL FUND seeks capital growth by investing primarily
in equity securities of companies located anywhere outside the U.S. The
fund normally invests in equity securities of companies from at least three
countries outside of the U.S. The fund expects to invest most of its
assets in equity securities, but may also invest in debt securities of any
quality.
The fund invests in stocks that FMR determines are undervalued compared to
industry norms within their countries. Using a highly disciplined approach
to help identify these instruments and focusing on companies with market
capitalizations of $100 million or more, FMR hopes to generate more capital
growth than that of the EAFE Index.
The disciplined approach involves computer-aided, quantitative analysis
supported by fundamental research. FMR's computer model systematically
reviews thousands of stocks, using historical earnings, dividend yield,
earnings per share, and many other factors. Then, potential investments are
analyzed further using fundamental criteria, such as the company's growth
potential and estimates of current earnings.
INTERNATIONAL GROWTH & INCOME FUND seeks capital growth and current
income by investing principally in foreign securities. FMR normally invests
at least 65% of the fund's total assets in securities of issuers whose
principal activities are outside of the U.S.
FMR normally invests a majority of the fund's assets in equity securities,
selected generally for growth potential. In pursuit of income, FMR normally
invests at least 25% of the fund's total assets in debt securities of any
quality and in repurchase agreements. The fund may invest in equity and
debt securities of U.S. issuers. FMR expects that the fund will normally
invest in at least six different countries, although it may invest all of
its assets in a single country.
OVERSEAS FUND seeks long-term growth of capital by investing primarily in
securities of issuers whose principal activities are outside of the U.S.
FMR normally invests at least 65% of the fund's total assets in securities
of issuers from at least three different countries outside of North America
(the U.S., Canada, Mexico, and Central America). The fund expects to invest
a majority of its assets in equity securities , but may also invest in
debt securities of any quality .
WORLDWIDE FUND seeks growth of capital by investing in securities issued
anywhere in the world . The fund will normally invest in at least
three different countries, one of which will be the U.S. The fund expects
its equity investments to include established companies as well as newer or
smaller capitalization companies. The fund expects to invest a majority
of its assets in equity securities, but may also invest in debt
securities of any quality.
REGIONAL/SINGLE COUNTRY FUNDS
These funds offer investors the ability to concentrate an investment in a
particular region or country that they believe to offer strong long-term
growth potential. The region in which each fund focuses is the fund's
"focal region." Each fund's performance is closely tied to economic and
political conditions within its focal region. The funds may invest in all
types of issuers that have their principal activities within their focal
regions. The funds focus on equity securities, but may also invest in debt
securities of any quality.
CANADA FUND seeks growth of capital over the long term by investing in
securities of issuers that have their principal activities in Canada or are
registered in Canadian markets. FMR normally invests at least 65% of the
fund's total assets in these securities. FMR expects that most of the
fund's investments will be Canadian securities listed on the Toronto Stock
Exchange, but it may also invest in U.S. securities.
Canadian securities are sensitive to conditions within Canada, but also
tend to track the U.S. market. The country's economy relies strongly on the
production and processing of natural resources. Also, the government has
attempted to reduce restrictions against foreign investment, and its
recent trade agreements with the U.S. and Mexico are expected to
increase trade.
EUROPE FUND seeks growth of capital over the long term by investing in
securities of issuers that have their principal activities in Western
Europe. FMR normally invests at least 65% of the fund's total assets in
these securities. Western European countries include Austria, Belgium,
Denmark, Germany, Finland, France, Greece, Ireland, Italy, Luxembourg, the
Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United
Kingdom. The fund may also invest in Eastern Europe. FMR expects
that the fund will normally invest in at least three different
countries, although it may invest all of its assets in a single country.
The fund's performance is closely tied to economic and political conditions
within Europe. Some European countries, particularly those in Eastern
Europe, have less stable economies. Most of Europe remains in a recession.
The passing of the Maastricht Treaty, the movement of many Eastern European
countries toward market economies, and the movement toward a unified common
market may significantly effect European economies and markets. Eastern
European countries are considered emerging markets.
EUROPE CAPITAL APPRECIATION FUND seeks capital appreciation over the long
term by investing in securities of issuers that have their principal
activities in E astern and W estern Europe. In addition to
Western European countries listed above, European countries also
include Belarus, Bosnia, Bulgaria, Croatia, the Czech Republic, Estonia,
Hungary, Latvia, Lithuania, Poland, Russia, Slovenia, and Turkey. These
countries are considered emerging markets. FMR normally invests at
least 65% of the fund's total assets in these securities. The fund's
investments are subject to the same risks as Europe Fund.
JAPAN FUND seeks long term growth of capital by investing in securities of
Japanese issuers . FMR normally invests at least 65% of the
fund's total assets in these securities, but the fund may also
invest in other Southeast Asian securities.
Japan is a major force in the global economy. The country is heavily
dependent upon international trade, so its economy is especially sensitive
to trade barriers. Japan's economy is in a recession and , its stock
market has declined in the last several years.
PACIFIC BASIN FUND seeks growth of capital over the long term by investing
in securities of issuers that have their principal activities in the
Pacific Basin. FMR normally invests at least 65% of the fund's total assets
in these securities , but may also invest in other Asian countries .
The Pacific Basin includes Australia, Hong Kong, Indonesia, Japan, Korea,
Malaysia, New Zealand, the People's Republic of China, the Philippines,
Singapore, Taiwan, and Thailand. FMR expects that the fund will
normally invest in at least three different countries, although it
may invest all of its assets in a single country.
Countries in the Pacific Basin are in various stages of economic
development - some are considered emerging markets - but each has
unique risks. Most countries in the Pacific Basin are heavily dependent
on international trade. Some have prosperous economies, but are
sensitive to world commodity prices. Others are especially vulnerable to
recession in other countries. Some countries in the Pacific Basin have
experienced rapid growth, although many suffer with obsolete financial
systems, economic problems, or archaic legal systems. In addition, many are
experiencing political and social uncertainties. Japan's economy is in a
recession and its market has declined in recent years. The return
o f Hong Kong to Chinese dominion will affect the entire Pacific
Basin.
EMERGING MARKET FUNDS
These funds are designed for aggressive investors interested in the
investment opportunities offered by securities in emerging markets. While
FMR believes that these investments present the possibility for significant
growth over the long term, they also entail significant risks. Many
investments in emerging markets can be considered speculative, and their
prices can be much more volatile than in the more developed nations
of the world. This difference reflects the greater uncertainties of
investing in less established markets and economies.
EMERGING MARKETS FUND seeks capital appreciation aggressively by investing
in emerging markets. In pursuit of its goal, the fund emphasizes countries
with relatively low gross national product per capita compared to the
world's major economies, and with the potential for rapid economic growth.
FMR normally invests at least 65% of the fund's total assets in securities
of emerging markets issuers.
Countries with emerging markets include those that have an emerging stock
market as defined by the International Finance Corporation, those with low-
to middle-income economies according to the World Bank, and those listed in
World Bank publications as developing. FMR expects that the fund will
normally invest in at least six different countries, although it may invest
all of its assets in a single country. The fund focuses on equity
securities, but may also invest in other types of instruments, including
debt securities of any quality.
LATIN AMERICA FUND seeks high total investment return, which is the
combination of income and changes in value. FMR normally invests at least
65% of the fund's total assets in securities of Latin American
issuers . Latin America includes Argentina, Brazil, Chile, Colombia,
Ecuador, Mexico , Peru, Panama, and Venezuela.
In pursuit of its goal, the fund tends to focus on equity securities, but
may invest in any combination of equity and debt securities of any quality.
Although there has been significant improvement in some Latin American
economies, others continue to struggle with high interest and inflation
rates. Recovery will depend on economic conditions in other countries and
on world commodity prices. This region is vulnerable to political
instability. The North American Free Trade Agreement will also have a
significant impact on the region.
SOUTHEAST ASIA FUND seeks capital appreciation by investing in
securities of Southeast Asian issuers . FMR normally invests
at least 65% of the fund's total assets in these securities , but may
also invest in other Asian and South Pacific securities . Southeast Asia
includes Hong Kong, Indonesia, Korea, Malaysia, the Philippines, the
People's Republic of China, Singapore, Taiwan, and Thailand, but the fund
does not anticipate investing in Japan.
In pursuit of its goal, the fund focuses on equity securities, but it may
also invest in other types of instruments, including debt securities of any
quality.
Countries in Southeast Asia are in various stages of economic
development - some are considered emerging markets - but each has its own
risks. Most countries in Southeast Asia are heavily dependent on
international trade. Some have prosperous economies, but are sensitive to
world commodity prices. Others are especially vulnerable to recession in
other countries. Some countries in Southeast Asia have experienced
rapid growth, although many suffer with obsolete financial systems,
economic problems, or archaic legal systems. Most Southeast Asian countries
are heavily dependent upon international trade, and many are experiencing
political and social uncertainties. In addition, the return of Hong Kong
to Chinese dominion will affect the entire Southeast Asian region.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the funds may invest, and strategies FMR may employ in
pursuit of the funds' investment objectives. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. 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
funds achieve their goals. As a shareholder, you will receive financial
reports every six months detailing fund holdings and describing recent
investment activities.
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. This ownership interest
often gives a fund the right to vote on measures affecting the company's
organization and operations. Although common stocks have a history of
long-term growth in value, their prices tend to fluctuate in the short
term, particularly those of smaller companies.
RESTRICTIONS: With respect to 75% of total assets, a fund may not
own more than 10% of the outstanding voting securities of a single issuer.
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.
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. 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 cha n ges 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. The market
prices of these securities may fluctuate more than higher-quality
securities and may decline significantly in periods of general economic
difficulty.
The tables on page provides a summary of ratings assigned to debt holdings
(not including money market instruments) in each fund's portfolio. These
figures are dollar-weighted averages of month-end portfolio holdings during
fiscal 1993, and are presented as a percentage of total investments. These
percentages are historical and do not necessarily indicate the fund's
current or future debt holdings.
RESTRICTIONS: A 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 of equivalent quality) .
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 a fund, or there may be a requirement
that a fund supply additional cash to a borrower on demand.
ADJUSTING INVESTMENT EXPOSURE. A 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, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of a 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.
REPURCHASE AGREEMENTS. In a repurchase agreement, a 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 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 may be subject to legal restrictions.
Difficulty in selling securities may result in a loss or may be costly to a
fund.
RESTRICTIONS: A 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 rights and securities of closed-end
investment companies.
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, a fund may not invest
more than 5% of its total assets in any one issuer. A fund may not invest
more than 25% of its total assets in any one industry. These limitations do
not apply to U.S. government securities. For International Growth &
Income Fund, the last restriction also does not apply to securities issued
by foreign governments and supranational organizations.
FISCAL 1994 DEBT HOLDINGS, BY S&P RATING
E

S&P Diversified International Emerging Latin South
east

Rating International Growth & Income Overseas Worldwide Canada
Europe Japan Pacific Basin Markets Ameri
ca Asia
INVESTMENT GRADE

Highest quality AAA

High quality AA 0% 4.0% 0.30% 2.1% 0% 0% 4.0% 0% 0% 0% 0%

Upper-medium grade A

Medium grade BBB 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
LOWER QUALITY

Moderately speculative BB 0% 0% 0% 0% 0% 0% 0% 0% 0.3% 1.4%
0%

Speculative B 0% 0% 0% 0.5% 0% 0% 0% 0% 0% 0.2% 0%

Highly speculative CCC 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%

Poor quality CC,C 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%

Lowest quality, no interest D

In default, in arrears --

0% 4.0% 0.30% 2.6% 0% 0% 4.0% 0% 0.3% 1.6% 0%

FISCAL 1994 DEBT HOLDINGS, BY MOODY'S RATING

MOODY'S Diversified International Emerging Latin South
east

Rating International Growth & Income Overseas Worldwide Canada Europe
Japan Pacific Basin Markets Ameri
ca Asia
INVESTMENT GRADE

Highest quality Aaa

High quality Aa 0% 3.4% 0.30% 1.1% 0% 0% 4.0% 0% 0% 0% 0%

Upper-medium grade A

Medium grade Baa 0% 0% 0% 0% 0% 0% 0% 0% 0.2% 0.2% 0%
LOWER QUALITY

Moderately speculative Ba 0% 0.4% 0% 0% 0% 0% 0% 0% 0.3% 4.3%
0%

Speculative B 0% 0% 0.45% 0.4% 0% 0% 0% 0% 0.9% 10.8% 0%

Highly speculative Caa 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%

Poor quality Ca 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%

Lowest quality, no interest C

In default, in arrears --

0% 3.8% 0.75% 1.5% 0% 0% 4.0% 0% 1.4% 15.3% 0%
A FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR HAS ASSIGNED THE RATINGS
OF THE SOVEREIGN CREDIT OF THE ISSUING
GOVERNMENT. THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT RATED
DIRECTLY OR INDIRECTLY BY MOODY'S OR S&P ARE OUTLINED
IN THE CHART ON PAGE 26. THIS MAY INCLUDE SECURITIES RATED BY OTHER
NATIONALLY RECOGNIZED RATING SERVICES, AS WELL AS UNRATED
SECURITIES. UNRATED SECURITIES ARE NOT NECESSARILY LOWER-QUALITY
SECURITIES. REFER TO THE FUND'S STATEMENT OF ADDITIONAL
INFORMATION FOR A MORE COMPLETE DISCUSSION OF THESE RATINGS.

BORROWING. A fund may borrow from banks or from other funds advised by FMR,
or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: A 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
FBSI, an affiliate of FMR, is a means of earning income. This practice
could result in a loss or a delay in recovering a fund's securities. A fund
may also lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of a fund's total
assets.

<TABLE>
<CAPTION>
<S> <C>
Debt Holdings Not Rated Directly or Indirectly by Moody's or S&P Dollar Weighted
Average %

Diversified International 0. 0 %

International Growth & Income 0.7%

Overseas 0.0%

Worldwide 5.8%

Canada 0.0%

Europe 0.0%

Japan 1.1%

Pacific Basin 2.2%

Emerging Markets 1.1%

Latin America 22.0%

Southeast Asia 1.6%

</TABLE>

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 paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
DIVERSIFIED INTERNATIONAL FUND seeks capital growth by investing primarily
in equity securities of companies located anywhere outside the U.S.
INTERNATIONAL GROWTH & INCOME FUND seeks capital growth and current
income, consistent with reasonable investment risk, by investing
principally in foreign securities. Under normal conditions, the fund will
have at least 25% of its total assets invested in debt securities.
OVERSEAS FUND seeks long-term growth of capital primarily through
investments in foreign securities. The fund defines foreign securities as
securities of issuers whose principal activities are located outside of the
U.S. Normally, at least 65% of the fund's total assets will be invested in
securities of issuers from at least three different countries outside of
North America. When market conditions warrant, FMR can make substantial
temporary defensive investments in U.S. government obligations or
investment-grade debt obligations of companies incorporated in and having
principal business activities in the U.S.
WORLDWIDE FUND seeks growth of capital by investing in securities issued
anywhere in the world.
CANADA FUND seeks growth of capital over the long term through investments
in securities of issuers that have their principal activities in Canada or
are registered in Canadian markets.
EUROPE FUND seeks growth of capital over the long term through investments
in securities of issuers that have their principal activities in Western
Europe. Normally, at least 65% of the fund's total assets will be invested
in such securities. In determining whether an issuer's principal activities
are in Western Europe, FMR will look at such factors as the location of its
assets, personnel, sales, and earnings. When allocating investments among
geographic regions and individual countries, FMR will consider various
criteria, such as the relative economic growth potential of the various
economies and securities markets, expected levels of inflation, government
policies influencing business conditions, and the outlook for currency
relationships. When market conditions warrant, FMR can make substantial
temporary defensive investments in U.S. government obligations or
investment-grade debt obligations of companies incorporated in and having
principal business activities in the U.S.
EUROPE CAPITAL APPRECIATION FUND seeks long-term capital appreciation.
JAPAN FUND seeks long-term growth of capital.
PACIFIC BASIN FUND seeks growth of capital over the long term through
investments in securities of issuers that have their principal activities
in the Pacific Basin. Normally, at least 65% of the fund's total assets
will be invested in such securities. In determining whether an issuer's
principal activities are in the Pacific Basin, FMR will look at such
factors as the location of its assets, personnel, sales, and earnings. When
allocating investments among geographic regions and individual countries,
FMR will consider various criteria, such as the relative economic growth
potential of the various economies and securities markets, expected levels
of inflation, government policies influencing business conditions, and the
outlook for currency relationships. When market conditions warrant, FMR can
make substantial temporary defensive investments in U.S. government
obligations or investment-grade debt obligations of companies incorporated
in, and having principal business activities in, the U.S.
EMERGING MARKETS FUND seeks capital appreciation.
LATIN AMERICA FUND seeks high total investment return.
SOUTHEAST ASIA FUND seeks capital appreciation.
EACH FUND, with respect to 75% of total assets, may not invest more than 5%
of total assets in any one issuer, and may not own more than 10% of the
outstanding voting securities of a single issuer. Each fund may not invest
more than 25% of its total assets in any one industry. Each 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
total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay expenses related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts.
Each 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 . Each fund also pays OTHER EXPENSES,
which are explained on page .
FMR may, from time to time, agree to reimburse the funds for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by a 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, decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE
INTERNATIONAL GROWTH & INCOME FUND, WORLDWIDE FUND, EMERGING MARKETS
FUND, AND LATIN AMERICA FUND. The management fee is calculated and paid to
FMR every month. The fee for each fund is calculated by adding a group fee
rate to an individual fund fee rate, and multiplying the result by the
respective 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 October 1993, the group
fee rate was .33 %. The individual fund fee rate is .45% for the
funds. The total management fee for fiscal 1993 was .77% for
International Growth & Income, Emerging Markets and Latin America Fund
(annualized) . The total management fee for fiscal 1993 for Worldwide
Fund was .78%. The management fee rate for the funds is higher than that of
most domestic mutual funds, but not necessarily higher than those of the
typical international fund.
DIVERSIFIED INTERNATIONAL FUND, OVERSEAS FUND, CANADA FUND, EUROPE FUND,
EUROPE CAPITAL APPRECIATION FUND, JAPAN FUND, PACIFIC BASIN FUND, AND
SOUTHEAST ASIA FUND. 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 its benchmark index. However, for Europe Capital
Appreciation and Southeast Asia the performance adjustment will not take
effect until December 1994 and April 1994, respectively.
Management = Basic +/- Performance
Fee Fee Adjustment

THE BASIC FEE RATE (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 October 1993, the group fee rate was .33 %. The individual
fund fee rate is .45%. The basic fee for fiscal 1993 was .76% for
Diversified International Fund, .78% for Overseas Fund, and .77% for Canada
Fund, Europe Fund, Japan Fund, Pacific Basin Fund, and Southeast Asia Fund
(annualized).
FUND BENCHMARK

Diversified International EAFE Index/GDP Weighted

Overseas EAFE Index/Cap Weighted

Canada TSE 300 Index

Europe Europe Index

Europe Capital Appreciation Europe Index

Japan TOPIX Index

Pacific Basin Pacific Index

Southeast Asia Combined Far East ex-Japan Free Index

THE PERFORMANCE ADJUSTMENT RATE is calculated monthly by comparing the
fund's performance to that of its benchmark Index over the most recent
36-month period. 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 for the funds for fiscal 1993 is outlined in
the chart below. The management fee rate for the funds is higher than that
of most domestic mutual funds, but not necessarily higher than those of the
typical international fund.
Fund Managem
ent
fee

Diversified International . 73 %

Overseas .77 %

Canada .86 %

Europe .64 %

Japan .77 %

Pacific Basin .80 %

Southeas t Asia .77 %
A

A ANNUALIZED
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 companies based in Europe. FMR Far East
focus es on companies based in Asia and the Pacific Basin. FIJ
focuses on companies based in Japan and elsewhere around the world.
FIIA focuses on companies based in Hong Kong, Australia, New Zealand,
and Southeast Asia (other than Japan). FIIAL U.K. focuses on companies
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 FIJ
and FIIA provided investment advice. FIIA pays FIIAL U.K. a fee equal to
110% of these costs 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 50% of its
management fee rate, with respect to a fund's investments that the
sub-adviser manages on a discretionary basis. FIIA pays FIIAL U.K. a fee
equal to 110% of the costs of providing these services.
ABOTHER EXPENSES
While the management fee is a significant component of the funds' annual
operating costs, the funds have other expenses as well.
The funds contract with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the funds' investments, and handling securities loans. In fiscal
1993 the funds paid FSC the fees outlined in the following chart:

Fee to

Fund FSC

Diversified International .07 %

International Growth & Income .05 %

Overseas .05 %

Worldwide .06 %

Canada .08 %

Europe .06 %

Japan .08 %

Pacific Basin .06 %

Emerging Markets .07 %

Latin America .07 %

Southeast Asia .07 %

The funds also pay other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity.
For fiscal 1993, the portfolio turnover rates for the funds having a
full fiscal year of performance are outlined in the table below. These
rates vary from year to year. High turnover rates increase transaction
costs, and may increase taxable capital gains. Of course, FMR considers
these effects when evaluating the anticipated benefits of short-term
investing.
Fund Turnover
%

Diversified International 56 %

International Growth & Income 24 %

Overseas 64 %

Worldwide 57 %

Canada 131 %

Europe 76 %

Japan 257 %

Pacific Basin 77 %

Emerging Markets 57 %

Latin America 72 %A

Southeast Asia 14 %A

A ANNUALIZED.
<r>YOUR ACCOUNT</r>

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:
(bullet) For mutual funds, 1-800-544-8888
(bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 70 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the funds or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in a fund through a Fidelity 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 a 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 a fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.
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.
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal age and under
70 with earned income to save up to $2,000 per tax year. Individuals can
also invest in a spouses's IRA if the spouse has earned income of less
than $250.
ROLLOVER IRAS retain special tax advantages for certain distributions from
employer-sponsored retirement plans.
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.
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.
403(B) CUSTODIAL ACCOUNTS are available to employees of most tax-exempt
institutions, including schools, hospitals, and other charitable
organizations.
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,
INSTITUTIONS, OR OTHER GROUPS
Requires a special application.
HOW TO BUY SHARES
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 at right. 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:
(bullet) Mail in an application with a check, or
(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 specially marked 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.
SHARE PRICE
Once each business day, two share prices are calculated for each fund: the
offering price and the net asset value (NAV). The offering price includes
the sales charge, if any, which you pay when you buy shares, unless you
qualify for a deduction or waiver as described on page s 35 and
36 . When you buy shares at the offering price, Fidelity deducts the
amount of any sales charge and invests the rest at the NAV.
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

Key Information
(phone_graphic) (Phone 1-800-544-7777
(bullet)
To open an account, exchange from another Fidelity fund account with the
same
registration, including name, address, and taxpayer ID number.
(bullet)
To add to an account, exchange from another Fidelity fund account with the
same registration, including name, address, and taxpayer ID number. You can

also 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.
(mail_graphic) Mail
(bullet)
To open an account, complete and sign the application. Make your check
payable
to the complete name of the fund of your choice. Mail to the address
indicated
on the application.
(bullet)
To add to an account, make your check payable to the complete name of the
fund.
Indicate your fund account number on your check. Mail to the address
printed
on your account statement.
(hand_graphic) In Person
(bullet)
To open an account, bring your application and check to a Fidelity Investor

Center. Call 1-800-544-9797 for the center nearest you.
(bullet)
To add to an account, bring your check to a Fidelity Investor Center. Call
1-800-544-9797 for the center nearest you.
(wire_graphic) Wire
Not available for retirement accounts.
(bullet)
To open an account, call 1-800-544-7777 to set up your account and to
arrange
a wire transaction. Wire within 24 hours to the wire address below. Specify

the complete name of the fund and include your new account number and your
name.
(bullet)
To add to an account, wire to the wire address below. Specify the complete
name of the fund and include your account number and your name.
(bullet)
Wire address: Bankers Trust Company, Bank Routing #021001033, Account #
00163053.
(automatic_graphic) Automatically
New accounts cannot be opened with these services.
(bullet)
Use Fidelity Automatic Account Builder or Direct Deposit to automatically
purchase
more shares. Sign up for these services when opening your account, or call
1-800-544-6666.
(bullet)
Use Directed Dividends or Fidelity Automatic Exchange Service to
automatically
send money from one Fidelity fund into another. Call 1-800-544-6666 for
instructions.

(tdd_graphic) TDD - Service for the Deaf and Hearing#Impaired:
1-800-544-0118
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 this page.
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:
(bullet) You wish to redeem more than $100,000 worth of shares,
(bullet) Your account registration has changed within the last 30 days,
(bullet) The check is not being mailed to the address on your account
(record address),
(bullet) The check is not being made out to the account owner, or
(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:
(bullet) Your name
(bullet) The fund's name,
(bullet) Your fund account number,
(bullet) The dollar amount or number of shares to be redeemed, and
(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
FEES AND KEY INFORMATION
IF YOU SELL SHARES OF EMERGING MARKETS, LATIN AMERICA, AND SOUTHEAST
ASIA FUNDS AFTER HOLDING THEM LESS THAN 90 DAYS, THE FUND WILL DEDUCT A
REDEMPTION FEE EQUAL TO 1.50 OF THE VALUE OF THOSE SHARES.

<TABLE>
<CAPTION>
<S> <C>
PHONE 1-800-544-7777
ALL ACCOUNT TYPES EXCEPT RETIREMENT
(bullet) Maximum check request: $100,000.
(bullet) For Money Line transfers to your bank account; minimum: $10 ; maximum: $100,000.
ALL ACCOUNT TYPES
(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
INDIVIDUAL, JOINT TENANTS, SOLE PROPRIETORSHIPS, UGMA, UTMA
(bullet) The letter of instruction must be signed by all persons required to sign for transactions, exactly as their
names appear on the account.
RETIREMENT ACCOUNTS
(bullet) The account owner should complete a retirement distribution form. Call 1-800-544-6666 to request one.
TRUSTS
(bullet) The trustee must sign the letter indicating capacity as trustee. If the trustee's name is not in the account
registration, provide a copy of the trust document certified within the last 60 days.
BUSINESSES OR ORGANIZATIONS
(bullet) At least one person authorized by corporate resolution to act on the account must sign the letter.
(bullet) Include a corporate resolution with corporate seal or a signature guarantee.
EXECUTORS, ADMINISTRATORS, CONSERVATORS, GUARDIANS
(bullet) Call 1-800-544-6666 for instructions.

WIRE
ALL ACCOUNT TYPES EXCEPT RETIREMENT
(bullet) You must sign up for the wire feature before using it. To verify that it is in place, call 1-800-544-6666.
Minimum wire: $5,000.
(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>

(TDD_GRAPHIC) TDD - SERVICE FOR THE DEAF AND HEARING-IMPAIRED:
1-800-544-0118
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.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(bullet) Confirmation statements (after every transaction, except
reinvestments, that affects your account balance or your account
registration)
(bullet) Account statements (quarterly)
(bullet) Fund 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
a 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 funds are limited to four per calendar year and
that they may have tax consequences for you. For complete 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 monthly or quarterly redemptions
from your account. Because a sales charge may apply to your purchase,
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 INVESTOR PLANS
FIDELITY AUTOMATIC ACCOUNT BUILDER SM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly or (bullet) For a new account,
quarterly complete the
appropriate section
on the fund
application.
(bullet) For existing
accounts, call
1-800-544-6666 for
an application.
(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.

DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY
FUNDA
MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Every pay (bullet) Check the
period appropriate box on
the fund application,
or call
1-800-544-6666 for
an authorization
form.
(bullet) Changes require a
new authorization
form.

FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND
MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly, (bullet) To establish, call
bimonthly, 1-800-544-6666
quarterly, or after both accounts
annually are opened .
(bullet) To c hange the
amount or frequency
of your investment,
call 1-800-544-6666 .

A BECAUSE THEIR SHARE PRICES FLUCTUATE, THESE FUNDS MAY NOT BE APPROPRIATE
CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
<r>SHAREHOLDER AND ACCOUNT POLICIES</r>

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income and
capital gains to shareholders each year . N ormally , 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. Each 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 each dividend and capital gain
distribution.
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.
When a 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.
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 the following 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 in additional shares.
However, distributions declared in December and paid in January are taxable
as if they were paid on December 31.
For federal tax purposes, each 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 a 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 a 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 as a taxable
distribution.

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 these earnings
along to its investors as DISTRIBUTIONS.
Each fund earns dividends from stocks and
interest from bond, money market and other
investments. These are passed along as
DIVIDEND DISTRIBUTIONS. A 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)
EFFECT OF FOREIGN TAXES. A 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.

CURRENCY CONSIDERATIONS. If a 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, a 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.
There are some tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements, a
fund may have to limit its investment activity in some types of
instruments.
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV and offering
price at the close of business of the NYSE, usually 4 p.m. Eastern time.
EACH 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.
Each fund's assets are valued primarily on the basis of market quotations
or, if quotations are not readily available, by a method that the Board of
Trustees believes accurately reflects fair value. 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.
EACH FUND'S 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 for the funds with the exception of
International Growth & Income. International Growth & Income's
sales charge is 2% of the offering price or 2.04% of the offering price.
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 a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Note that Fidelity will
not be responsible for any losses resulting from unauthorized transactions
if it follows reasonable procedures designed to verify the identi t y
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.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each 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 are of
a size that would disrupt management of a 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:
(bullet) All of your purchases must be made in U.S. dollars and checks
must be drawn on U.S. banks.
(bullet) Fidelity does not accept cash.
(bullet) When making a purchase with more than one check, each check must
have a value of at least $50.
(bullet) Each fund reserves the right to limit the number of checks
processed at one time.
(bullet) If your check does not clear, your purchase will be cancelled and
you could be liable for any losses or fees a 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 d irect d eposit
instead.
YOU MAY BUY OR SELL SHARES OF THE FUNDS (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
Fidelity Distributors Corporation (FDC) may enter confirmed purchase orders
on behalf of customers by phone, with payment to follow no later than the
time when a 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:
(bullet) Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect a
fund, it may take up to seven days to pay you.
(bullet) Fidelity Money Line redemptions generally will be credited to
your bank account on the second or third business day after your phone
call.
(bullet) Each 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.
(bullet) Redemptions may be suspended or payment dates postponed on days
when the NYSE is closed (other than weekends or holidays), when trading on
the NYSE is restricted, or as permitted by the SEC.
THE REDEMPTION FEE for Emerging Markets, Latin America, and
Southeast Asia, if applicable, will be deducted from the amount of your
redemption. This fee is paid to the fund rather than FMR, and it does not
apply to shares that were acquired through reinvestment of distributions.
If shares were not all held for the same length of time, those shares you
held longest will be redeemed first for purposes of determining whether the
fee applies.
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 each fund 's 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 is 2.75% of the offering price
(except for International Growth & Income) which is 1.80%.
FDC may, at its own expense, provide promotional incentives to
q ualified r ecipients who support the sale of shares of the
funds without reimbursement from the funds. 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 a fund for
shares of other Fidelity funds. However, you should note the following:
(bullet) The fund you are exchanging into must be registered for sale in
your state.
(bullet) You may only exchange between accounts that are registered in the
same name, address, and taxpayer identification number.
(bullet) Before exchanging into a fund, read its prospectus.
(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.
(bullet) Exchanges may have tax consequences for you.
(bullet) Because excessive trading can hurt fund performance and
shareholders, each 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.
(bullet) Each 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.
(bullet) Each fund also 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.
(bullet) Your exchanges may be restricted or refused if the funds receive
or anticipate simultaneous orders affecting significant portions of the
funds' assets. In particular, a pattern of exchanges that coincide with a
"market timing" strategy may be disruptive to the funds.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve 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. A fund's sales charge (except for International
Growth & Income) 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.
Net amount
Ranges Sales charge 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 for any of the funds 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 been available. 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, and only to purchases made in one of the following
ways:
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. Plan sponsors are encouraged to notify Fidelity
when they first satisfy either of these requirements.
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 full-time 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 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. This waiver is available only for shares purchased directly
from Fidelity, without a broker, and is unavailable if the RIA is part of
an organization principally engaged in the brokerage business.
11. 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 available, 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), and (9) is contained in the
Statement of Additional Information. A representative of your plan or
organization should call Fidelity for more information.

FIDELITY'S INTERNATIONAL EQUITY FUNDS
SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED FEBRUARY 28, 1994
The financial statements and financial highlights for Fidelity Europe
Capital Appreciation Fund from the unaudited Semi-Annual Report for the
period December 21, 1993 (commencement of operations) to April 30, 1994 are
incorporated herein by reference.
The following information replaces example 8 found in the section entitled
"Additional Purchase and Redemption Information" beginning on page 44.
(8) 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;
The following information supplements that found in the section entitled
"Additional Purchase and Redemption Information" beginning on page 44.
(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. 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;
(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; or
(13) 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.

INTB-94-3 June 20, 1994
FIDELITY'S INTERNATIONAL EQUITY FUNDS
FIDELITY DIVERSIFIED INTERNATIONAL FUND, FIDELITY INTERNATIONAL GROWTH
& INCOME FUND, FIDELITY OVERSEAS FUND, FIDELITY WORLDWIDE FUND,
FIDELITY CANADA FUND, FIDELITY EUROPE FUND, FIDELITY EUROPE CAPITAL
APPRECIATION FUND, FIDELITY JAPAN FUND, FIDELITY PACIFIC BASIN FUND,
FIDELITY EMERGING MARKETS FUND, FIDELITY LATIN AMERICA FUND, AND
FIDELITY SOUTHEAST ASIA FUND
FUNDS OF FIDELITY INVESTMENT TRUST
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 28, 199 4
This Statement is not a prospectus but should be read in conjunction with
the funds' current Prospectus (dated February 28, 199 4 ). Please
retain this document for future reference. Each fund's Annual Report for
the fiscal year ended October 31, 1993 is incorporated herein by reference.
To obtain an additional copy of the Prospectus or the Annual Report, 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 the 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 Contracts

Contracts With Companies Affiliated With FMR

Description of the Trust

Financial Statements

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)
INT- ptb-294

INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of each 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 funds' investment policies and
limitations.
Each 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, for Diversified International Fund, International Growth &
Income Fund, Worldwide Fund, Canada Fund, Europe Capital Appreciation
Fund, Japan Fund, Emerging Markets Fund, Latin America Fund, and
Southeast Asia Fund - 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.
INVESTMENT POLICIES AND LIMITATIONS OF DIVERSIFIED INTERNATIONAL FUND
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
thereof, (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.
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 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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 to
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 commission 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 purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF INTERNATIONAL GROWTH & INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States or its agencies or
instrumentalities) if, as a result, more than 5% of the value of its total
assets would be invested in the securities of any single issuer, or it
would hold more than 10% of the voting securities of such issuer, except
that up to 25% of the fund's assets may be invested without regard to these
limitations;
(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 the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of a decline in
net assets will be reduced within three business days 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 deemed to be 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 obligations issued or
guaranteed by the government of the United States or its agencies or
instrumentalities, or by foreign governments or their political
subdivisions, or by supranational organizations) if, as a result, more than
25% of the fund's total assets (taken at current value) would be invested
in the securities of issuers having their principal business activities in
the same industry;
(6) purchase or sell real estate (but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(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).
Investment limitation (3) is construed in conformity with the Investment
Company Act of 1940, and, accordingly, "three business days" means three
days, exclusive of Sundays and holidays.
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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 commission 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 purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF OVERSEAS FUND
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 obligations issued or guaranteed by the
government of the United States, its agencies or instrumentalities) if, as
a result thereof: (a) more than 5% of the fund's total assets (taken at
current value) would be invested in the securities of such issuer, or (b)
the fund would hold more than 10% of the voting securities of such 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 the value of its total assets (including the amount
borrowed), less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of a decline in
net assets will be reduced within three business days to the extent
necessary to comply with the 33 1/3% limitation;
(4) underwrite any issue of securities (except to the extent that the fund
may be deemed to be an underwriter within the meaning of the Securities Act
of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States, its agencies or
instrumentalities) if, as a result thereof, more than 25% of the fund's
total assets (taken at current value) would be invested in the securities
of issuers having their principal business activities in the same industry;
(6) purchase or sell real estate (but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(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).
Investment limitation (3) is construed in conformity with the Investment
Company Act of 1940, and, accordingly, "three business days" means three
days, exclusive of Sundays and holidays.
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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 commission 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 purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF WORLDWIDE FUND
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 obligations issued or guaranteed by the
government of the United States, or any of its agencies or
instrumentalities) if, as a result thereof, (a) more than 5% of the fund's
total assets would be invested in the securities of such issuer, or (b) the
fund would hold more than 10% of the voting securities of such 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 the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the value of the fund's total assets by reason of
a decline in net assets will be reduced within three business days 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 deemed to be 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 obligations issued or
guaranteed by the government of the United States or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets (taken at current value) would be invested in the securities of
issuers having their principal business activities in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities (but this shall not prevent the fund from purchasing and
selling marketable securities issued by companies or other entities or
investment vehicles that deal in real estate or interests therein, nor
shall this prevent the fund from purchasing interests in pools of real
estate mortgage loans);
(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).
Investment limitation (3) is construed in conformity with the Investment
Company Act of 1940, and, accordingly, "three business days" means three
days, exclusive of Sundays and holidays.
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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) The fund does not currently intend to purchase or sell futures
contracts on physical commodities.
(vii) 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).
(viii) 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 commission 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.
(ix) 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.
(x) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF CANADA FUND
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 obligations issued or guaranteed by the
government of the United States, or any of its agencies or
instrumentalities) if, as a result thereof, (a) more than 5% of the fund's
total assets would be invested in the securities of such issuer, or (b) the
fund would hold more than 10% of the voting securities of such 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 the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the value of the fund's total assets by reason of
a decline in net assets will be reduced within three business days 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 deemed to be 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 obligations issued or
guaranteed by the government of the United States or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets (taken at current value) would be invested in the securities of
issuers having their principal business activities in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities (but this shall not prevent the fund from purchasing and
selling marketable securities issued by companies or other entities or
investment vehicles that deal in real estate or interests therein, nor
shall this prevent the fund from purchasing interests in pools of real
estate mortgage loans);
(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.
Investment limitation (3) is construed in conformity with the 1940 Act,
and, accordingly, "three business days" means three days, exclusive of
Sundays and holidays.
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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 commission 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 warrants, valued at
the lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF EUROPE FUND
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 obligations issued or guaranteed by the
government of the United States, its agencies or instrumentalities) if, as
a result thereof: (i) more than 5% of the fund's total assets would be
invested in the securities of such issuer or (ii) the fund would hold more
than 10% of the voting securities of such 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 the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of a fund's total assets by reason of a decline in
net assets will be reduced within three business days to the extent
necessary to comply with the 33 1/3% limitation;
(4) underwrite any issue of securities (except to the extent that the fund
may be deemed to be an underwriter within the meaning of the Securities Act
of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States, its agencies or
instrumentalities) if, as a result thereof, more than 25% of the fund's
total assets (taken at current value) would be invested in the securities
of issuers having their principal business activities in the same industry;
(6) purchase or sell real estate (but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(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 the fund's total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
Investment limitation (3) is construed in conformity with the 1940 Act,
and, accordingly, "three business days" means three days, exclusive of
Sundays and holidays.
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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 warrants, valued at
the lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF EUROPE CAPITAL APPRECIATION FUND
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.
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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF JAPAN FUND
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
thereof, (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.
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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 commission 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 purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.

For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF PACIFIC BASIN FUND
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 obligations issued or guaranteed by the
government of the United States, its agencies or instrumentalities) if, as
a result thereof: (i) more than 5% of the fund's total assets would be
invested in the securities of such issuer or (ii) the fund would hold more
than 10% of the voting securities of such 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 the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of a fund's total assets by reason of a decline in
net assets will be reduced within three business days to the extent
necessary to comply with the 33 1/3% limitation;
(4) underwrite any issue of securities (except to the extent that the fund
may be deemed to be an underwriter within the meaning of the Securities Act
of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States, its agencies or
instrumentalities) if, as a result thereof, more than 25% of the fund's
total assets (taken at current value) would be invested in the securities
of issuers having their principal business activities in the same industry;
(6) purchase or sell real estate (but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(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 the fund's total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
Investment limitation (3) is construed in conformity with the 1940 Act,
and, accordingly, "three business days" means three days, exclusive of
Sundays and holidays.
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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 warrants, valued at
the lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF EMERGING MARKETS FUND
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 obligations issued or guaranteed by the
government of the United States, or any of its agencies or
instrumentalities) if, as a result thereof, (a) more than 5% of the fund's
total assets would be invested in the securities of such issuer, or (b) the
fund would hold more than 10% of the voting securities of such issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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 short sales;
(4) 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;
(5) 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 33
1/3% of the fund's total assets by reason of a decline in net assets will
be reduced within three days (not including Sundays and holidays) to the
extent necessary to comply with the 33 1/3% limitation;
(6) underwrite securities issued by others except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(7) 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 companies whose principal business activities
are in the same industry;
(8) 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);
(9) purchase or sell physical commodities unless acquired as a result of
ownership of securities (but this shall not prevent the fund from
purchasing or selling options and futures contracts or instruments backed
by physical commodities); or
(10) 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 (for this purpose,
purchasing debt securities and engaging in repurchase agreements do not
constitute lending).
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.
(ii) 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 (5)). 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.
(iii) 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.
(iv) 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.)
(v) The fund does not currently intend to invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 commission 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.
(vii) 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.
(viii) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF LATIN AMERICA FUND
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.
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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 commission 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 purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT LIMITATIONS OF SOUTHEAST ASIA FUND
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.
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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) 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 commission 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.
(x) 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.
(xi) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(xii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xiii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of those
securities of such issuers together own more than 5% of such issuer's
securities.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 23.
INVESTMENT POLICIES FOR FIDELITY EMERGING MARKETS FUND
COUNTRIES NOT CONSIDERED TO HAVE EMERGING MARKETS - EMERGING MARKETS FUND.
Countries currently not considered to have an emerging market economy are
as follows: Australia, Austria, Belgium, Canada, Denmark, Finland,
France, Germany, Ireland, Italy, Japan, the Netherlands, New Zealand,
Norway, Spain, Sweden, Switzerland, the United Kingdom, and the United
States.
INVESTMENT POLICIES FOR REGIONAL AND SINGLE COUNTRY FUNDS
PRIMARY BUSINESS ACTIVITIES - REGIONAL AND SINGLE COUNTRY FUNDS. FMR
determines where an issuer or its principal activities are located by
looking at such factors as its country of organization, the primary trading
market for its securities, and the location of its assets, personnel,
sales, and earnings. The issuer of a security is located in a particular
country if: 1) the security is issued or guaranteed by the government of
the country or any of its agencies, political subdivisions or
instrumentalities, or has its primary trading market in that country; or 2)
the issuer is organized under the laws of the country, derives at least
50% of its revenues or profits from goods sold, investments made or
services performed in the country, or has at least 50% of its assets
located in the country.
INVESTMENT POLICIES SHARED BY THE FUNDS
AFFILIATED BANKS TRANSACTIONS. Pursuant to exemptive orders issued by
the Securities and Exchange Commission (SEC), the funds may engage in
transactions with banks that are, or may be considered to be,
"affiliated persons" of a fund under the Investment Company Act of
1940. Such transactions may be entered into only pursuant to procedures
established and periodically reviewed by the Board of Trustees. These
transactions may include repurchase agreements with custodian banks;
purchases, as principal of short-term obligations of, and repurchase
agreements with, the 50 largest U.S. banks (measured by deposits);
transactions in municipal securities; and transactions in U.S. Government
Securities with affiliated banks that are primary dealers in
these securities .
FUNDS' RIGHTS AS A SHAREHOLDER. The funds do not intend to direct or
administer the day-to-day operations of any company. Each 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 a fund's investment in the company.
The activities that the funds 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 a fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against a fund and the risk of actual liability if one or more of the funds
is involved in litigation. No guarantee can be made, however, that
litigation against a 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 funds' investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the funds' 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 funds 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, and swap agreements to be
illiquid. However, with respect to over-the-counter options the funds
write, 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 funds may have to close out the option
before expiration. In the absence of market quotations, illiquid
investments are priced at fair value as determined in good faith by a
committee appointed by the Board of Trustees. If through a change in
values, net assets, or other circumstances, a fund were in a position where
more than 15% of its net assets were invested in illiquid securities, it
would seek to take appropriate steps to protect liquidity.
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, a 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, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
SOVEREIGN DEBT OBLIGATIONS. Each 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-RATED DEBT SECURITIES. The funds may purchase lower-rated debt
securities (those rated Ba or lower by Moody's Investors Service, Inc. or
BB or lower by Standard & Poor's Corporation) that have poor protection
with respect to the payment of interest and repayment of principal. These
securities are often considered to be speculative and involve greater risk
of loss or price changes due to changes in the issuer's capacity to pay.
The market prices of lower-rated debt securities may fluctuate more than
those of higher-rated debt securities and may decline significantly in
periods of general economic difficulty, which may follow periods of rising
interest rates.
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-rated debt securities that
defaulted rose significantly above prior levels, though the default rate
decreased in 1992.
The market for lower-rated debt securities may be thinner and less active
than that for higher-rated debt securities, which can adversely affect the
prices at which the former are sold. If market quotations are not
available, lower-rated 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-rated debt
securities and the fund's ability to sell these securities.
Since the risk of default is higher for lower-rated debt securities, FMR's
research and credit analysis are an especially important part of managing
securities of this type held by a fund. In considering investments for a
fund, FMR will attempt to identify those issuers of high-yielding debt
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.
Each 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 a 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 a fund does not receive scheduled interest
or principal payments on such indebtedness, a fund's share price and yield
could be adversely affected. Loans that are fully secured offer a 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 can 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 will also involve
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 a fund.
For example, if a loan is foreclosed, a 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, a 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 a fund in
the event of fraud or misrepresentation. In the absence of definitive
regulatory guidance, the funds rely on FMR's research in an attempt to
avoid situations where fraud or misrepresentation could adversely affect
the funds.
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, a 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 a 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 a 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 a fund to increase its investment in a
borrower at a time when it would not otherwise have done so. Each fund will
set aside appropriate liquid assets in a segregated custodial account to
cover its potential obligations under standby financing commitments.
Each 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 all funds except for Emerging Markets see (1) and (7)). For purposes of
these limitations, a fund generally will treat the borrower as the "issuer"
of indebtedness held by the fund. In the case of loan participations where
a bank or other lending institution serves as financial intermediary
between a fund and the borrower, if the participation does not shift to the
fund the direct debtor-creditor relationship with the borrower, SEC
interpretations require the fund, in appropriate circumstances, to treat
both the lending bank or other lending institution and the borrower as
"issuers" for the purposes of determining whether the fund has invested
more than 5% of its total assets in a single issuer. Treating a financial
intermediary as an issuer of indebtedness may restrict a fund's ability to
invest in indebtedness related to a single financial intermediary, or a
group of intermediaries engaged in the same industry, even if the
underlying borrowers represent many different companies and industries.
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 a 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. A fund is not limited to
any particular form of swap agreement if FMR determines it is consistent
with a 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 a fund's investment exposure from one
type of investment to another. For example, if a fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a fund's 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 funds expect to be able to eliminate
their 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.
Each fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a 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 a 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 a fund's accrued obligations under the
agreement.
INDEXED SECURITIES. Each 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. Each 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 each
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, a 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, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. The funds
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 a 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 a 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, a 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.
SHORT SALES "AGAINST THE BOX." If one of the funds enter 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.
INTERFUND BORROWING PROGRAM. The funds have 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 funds 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 funds 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 funds 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 a 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 a 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.
Each 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 funds 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 funds 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 a 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.
Each fund may use currency forward contracts for any purpose consistent
with its investment objective. The following discussion summarizes some,
but not all, of the possible currency management strategies involving
forward contracts that could be used by the funds. The funds may also use
options and futures contracts relating to foreign currencies for the same
purposes.
When a 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 funds 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 funds may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if a fund owned securities denominated in pounds sterling, the fund could
enter into a forward contract to sell pounds sterling in return for U.S.
dollars to hedge against possible declines in the pound's value. Such a
hedge, sometimes referred to as a "position hedge," would tend to offset
both positive and negative currency fluctuations, but would not offset
changes in security values caused by other factors. A fund could also hedge
the position by selling another currency expected to perform similarly to
the pound sterling -- 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 will 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.
Each fund may enter into forward contracts to shift its investment exposure
from one currency into another currency that is expected to perform better
relative to the U.S. dollar. For example, if a 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 funds will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The funds 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 forward contracts will depend on FMR's skill in
analyzing and predicting currency values. Forward contracts may
substantially change a 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 a 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, a 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 a 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 forward contracts will be advantageous to the funds
or that they will hedge at an appropriate time. The policies described in
this section are non-fundamental policies of the funds.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Japan has filed and each
of the remaining funds intend 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 funds intend to comply with Section 4.5 of the
regulations under the Commodity Exchange Act, which limits the extent to
which the funds can commit assets to initial margin deposits and
options premiums.
In addition, each fund will not: (a) sell futures contracts, purchase put
options or write call options if, as a result, more than 25% of 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, a 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 a fund would exceed 5% of the
fund's total assets. These limitations do not apply to options attached to
or acquired or traded together with their underlying securities, and do not
apply to securities that incorporate features similar to options.
The above limitations on the funds' investments in futures contracts and
options, and the funds' policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, and are
not fundamental policies and 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 a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures 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 funds' investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a 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. A 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. A 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 a 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, a fund will be required to make margin payments to an FCM as
described above for futures contracts. A 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 a 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 funds 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, a 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 a fund's current or
anticipated investments exactly. A fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which 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. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
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 a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
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
funds may purchase and sell currency futures and may purchase and write
currency options to increase or decrease their exposure to different
foreign currencies. The funds may also purchase and write currency options
in conjunction with each other or with currency futures or forward
contracts. Currency futures and options values can be expected to correlate
with exchange rates, but may not reflect other factors that affect the
value of a fund's investments. A currency hedge, for example, should
protect a Yen-denominated security from a decline in the Yen, but will not
protect a fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of a fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of 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 a fund's assets could impede
portfolio management or the fund's ability to meet redemption requests or
other current obligations.
SHORT SALES - FOR INTERNATIONAL GROWTH & INCOME FUND. The fund may
enter into short sales with respect to stocks underlying its convertible
security holdings. For example, if FMR anticipates a decline in the price
of the stock underlying a convertible security the fund holds, it may sell
the stock short. If the stock price subsequently declines, the proceeds of
the short sale could be expected to offset all or a portion of the effect
of the stock's decline on the value of the convertible security. The fund
currently intends to hedge no more than 15% of its total assets with short
sales on equity securities underlying its convertible security holdings
under normal circumstances.
When the fund enters into a short sale, it will be required to set aside
securities equivalent in kind and amount to those sold short (or securities
convertible or exchangeable into such securities and will be required to
hold them aside while the short sale is outstanding. The fund will incur
transaction costs, including interest expense, in connection with opening,
maintaining, and closing short sales.
WARRANTS. Warrants are securities that give a 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 32 8 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 is estimated to have fallen
19 percent 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.
The conditions that have given rise to these developments are
changeable, and there is no assurance that reforms will continue or that
their goals will be achieved.
REAL GDP ANNUAL RATE OF GROWTH
OCTOBER 1993
Denmark 0.0%

France 1.3

Germany 1.2

Italy 2.9

Netherlands 3.6

Spain 0.1

Switzerland (1.1)

United Kingdom 1.1

Source: International Monetary Fund
(Figures are quoted based on each country's domestic currency.)

NATIONAL INDICES ( WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN U.S. DOLLARS
EUROPE
6 months 12 months 5 years

Greece 10.45 24.86 14.74

Portugal 22.39 27.11 -1.69

Turkey 50.18 156.34 35.59

Source: Morgan Stanley
NATIONAL INDICES ( WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN LOCAL CURRENCY
EUROPE
6 months 12 months 5 years

Greece 23.04 49.41 26.64

Portugal 43.86 59.07 1.55

Turkey 101.04 322.29 104.04

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 economy in a vigorously
entrepreneurial society. Real GDP grew about 4.3 % 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 1980's 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
OCTOBER 1993
Billions:

India 29.25

Indonesia 10.85

Korea 70.61

Malaysia 87.76

Pakistan 4.74

Philippines 14.28

Sri Lanka .79

Taiwan 52.34

Thailand 48.82

Source: Morgan Stanley
NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN U.S. DOLLARS
ASIA
6 months 12 months 5 years

India 30.20 n/a n/a

Indonesia 42.45 39.03 26.80

Israel 6.50 n/a n/a

Jordan 7.41 34.15 4.70

Korea .30 19.89 -4.08

Malaysia 42.47 67.80 23.91

Pakistan 29.19 n/a n/a

Philippines 32.73 47.36 24.44

Sri Lanka 57.91 n/a n/a

Taiwan -13.43 5.81 -8.48

Thailand 41.73 42.95 24.47

Source: Morgan Stanley
NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN LOCAL CURRENCY
ASIA
6 months 12 months 5 years

India 30.32 n/a n/a

Indonesia 43.96 42.84 32.09

Israel 12.52 n/a n/a

Jordan 9.92 36.89 13.63

Korea 1.79 23.82 -1.33

Malaysia 41.95 70.92 22.83

Pakistan 45.39 n/a n/a

Philippines 46.90 74.26 32.75

Sri Lanka 62.12 n/a n/a

Taiwan -10.24 12.01 -9.56

Thailand 42.47 42.83 24.48

Source: Morgan Stanley
ASIAN STOCK MARKET RETURNS (OCTOBER 1993)

<TABLE>
<CAPTION>
<S> <C> <C>
Average annual stock market Stock market returns

return (Local currency %)
(Local currency%)

1989-1992 11 months to November 30,1993

China n/a n/a

Hong Kong 17.9 64.6

India 36.9 27.6

Indonesia 4.0 80.5

Japan (14.2) 5.6

Korea (9.0) 19.7

Malaysia 12.2 67.8

Philippines 25.4 86.9

Singapore 7.1 32.2

Taiwan (11.2) 32.0

Thailand 22.5 53.6

</TABLE>

Source: Morgan Stanley
REAL GDP (OCTOBER 1993)
Average Real GDP

Growth for the Period
Nominal GDP

1980-1992 1992

% (US$ billions)

China 9.7 435

Hong Kong 6.8 96

India 5.3 266

Indonesia 5.6 126

Japan 4.0 3,670

Korea 9.2 297

Malaysia 5.9 55

Philippines 1.0 52

Singapore 6.5 46

Taiwan 7.6 207

Thailand 7.9 104

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
OCTOBER 1993
Billions:

Argentina 24.99

Brazil 48.62

Chile 22.77

Colombia 4.89

Mexico 89.46

Peru 3.00

Venezuela 4.83

Source: Morgan Stanley
NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN U.S. DOLLARS
LATIN AMERICA
6 months 12 months 5 years

Argentina 38.32 57.19 43.89

Brazil 34.75 59.55 17.76

Chile 22.52 5.29 39.10

Colombia 28.01 n/a n/a

Mexico 19.14 23.46 55.30

Peru 49.87 n/a n/a

Venezuela -2.97 n/a n/a

Source: Morgan Stanley
NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN LOCAL CURRENCY
LATIN AMERICA
6 months 12 months 5 years

Argentina 38.54 58.79 427.44

Brazil 626.43 3354.77 1434.40

Chile 24.74 16.14 54.05

Colombia 35.13 n/a n/a

Mexico 19.87 23.74 65.40

Peru 66.63 n/a n/a

Venezuela 13.46 n/a n/a

Source: Morgan Stanley
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 funds by FMR pursuant to authority contained in each fund's
management contract. If FMR grants investment management authority to the
sub-advisers as described in the section entitled "Management Contracts"
beginning on page , the sub-advisers will be 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 will consider various relevant factors, including, but not
limited to, the size and type of the transaction; the nature and character
of the markets for the security to be purchased or sold; the execution
efficiency, settlement capability, and financial condition of the
broker-dealer firm; the broker-dealer's execution services rendered on a
continuing basis , the reasonableness of any commissions , and
arrangement for payment of fund expenses . Commissions for foreign
investments traded on foreign exchanges generally will be higher than for
U.S. investments and may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds 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 such
research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds 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 funds. 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
funds 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
funds 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 funds or shares of other Fidelity
funds to extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of FMR Corp., if
the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services. Prior to
September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL) as a a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees of FSC 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, except if certain
requirements are satisfied . Pursuant to such requirements, the
Board of Trustees has authorized FBSI to execute fund 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
funds and review the commissions paid by the funds over representative
periods of time to determine if they are reasonable in relation to the
benefits to the funds.
The funds' turnover rates for the fiscal years ended October 31, 1993 and
1992 are illustrated in the table below.
TURNOVER RATES 1993 1992

Diversified International 1 56% 56%*

International Growth & Income 24 76

Overseas 64 122

Worldwide 57 130

Canada 131 55

Europe 76 95

Japan 2 257 n/a

Pacific Basin 77 105

Emerging Markets 57 159

Latin America 3 72* n/a

Southeast Asia 3 14* n/a

____
1 From December 27, 1991 (commencement of operations).
2 From September 15, 1992 (commencement of operations).
3 From April 19, 1993 (commencement of operations).
* Annualized
BROKERAGE COMMISSIONS. The table below lists the total brokerage
commissions; the percentage of brokerage commissions paid to brokerage
firms that provided research services; and the dollar amount of commissions
paid to FBSI and FBSL for the fiscal periods ended October 31, 1993, 1992,
and 1991. The tables also list the percentage of each fund's aggregate
brokerage commissions paid to FBSI and FBSL during the 1993, 1992, and 1991
fiscal periods, as well as the percentage of each fund's aggregate dollar
amount of transactions executed through FBSI and FBSL during the same
periods. However, during fiscal 1993, the fund did not pay any commissions
to FBSL. The difference in the percentage of the brokerage commissions paid
to and the percentage of the dollar amount of transactions effected through
FBSI and FBSL is a result of the low commission rates charged by FBSI and
FBSL.
% of % of
% of % of Transactions Transactions
Fiscal % Paid to Commissions Commissions Effected Effected
Period Ended Firms Providing Paid Paid through through
October 31 Total Research To FBSI To FBSL To FBSI FBSL To FBSI FBSL

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DIVERSIFIED
INTERNATIONAL

1993 $ 826,386 94.68% $ 4,142 $ 0 .50% 0 1.77% 0

19921 $ 160,423 99.80% $ 217 $ 182 .10% .10% .10% .10%

INTERNATIONAL
GROWTH &
INCOME

1993 $ 1,928,776 87.29% $ 2,625 $ 0 .14% 0 .64% 0

1992 $ 245,327 89.9% 0 $ 5,458 0 2.22% 0 5.12%

1991 $ 192,832 84.63% 0 $ 2,387 0 1.24% 0 3.06%

OVERSEAS

1993 $ 3,401,287 90.12% $ 3,290 $ 0 .10% 0 .40% 0

1992 $ 4,770,619 89.81% 0 $ 54,470 0 1.14% 0 1.83%

1991 $ 4,284,435 90.05% $ 683 $ 37,690 .02% .88% .05% 1.75%

WORLDWIDE

1993 $ 708,837 87.03% $ 22,678 $ 0 3.20% 0% 9.39% 0

1992 $ 555,712 80.77% $ 28,469 $ 2,492 5.12% .45% 13.91% .96%

1991 $ 502,988 84.80% $ 33,308 $ 4,968 6.62% .99% 11.44% 1.93%

CANADA

1993 $ 559,269 95.79% $ 6,234 $ 0 1.11% 0 2.36% 0

1992 $ 56,775 97.76% $ 1,190 $ 0 2.10% 0 7.11% 0

1991 $ 63,752 99.00% $ 385 $ 0 .60% 0 1.94% 0

EUROPE

1993 $ 1,377,988 81.75% $ 0 $ 0 0 0 0 0

1992 $ 1,266,800 83.55% 0 $ 26,013 0 2.05% 0 3.32%

1991 $ 936,015 85.22% $ 2,320 $ 48,609 .25% 5.19% .70% 8.79%

JAPAN

1993 $ 1,680,833 94.76% $ 0 $ 0 0 0 0 0

19922 $ 11,099 85.68% 0 0 0 0 0 0

PACIFIC

BASIN

1993 $ 3,067,285 96.86% $ 0 $ 0 0 0 0 0

1992 $ 1,152,821 97.12% 0 0 0 0 0 0

1991 $ 1,120,545 95.64% 0 0 0 0 0 0

EMERGING

MARKETS

1993 $ 4,396,375 94.15% $ 12,982 $ 0 .30% 0 2.13% 0

1992 $ 157,678 86.76% 0 $ 0 0 0 0 0

1991 $ 34,455 93.59% $ 147 $ 0 .43% 0 .85% 0

LATIN

AMERICA

19933 $ 902,099 85.11% $ 15,080 $ 0 1.67% 0 7.79% 0

SOUTHEAST

ASIA

19933 $ 2,709,357 82.70% $ 0 $ 0 0% 0 0 0

</TABLE>

_____
1 From December 27, 1991 (commencement of operations).
2 From September 15, 1992 (commencement of operations).
3 From April 19, 1993 (commencement of operations).
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. The funds seek 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 the funds to seek such
recapture.
Although the Trustees and officers of the funds are substantially the same
as those of other funds managed by FMR, investment decisions for the funds
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 are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund.
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 a formula considered by the officers of the funds involved to be
equitable to each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as the funds are
concerned. In other cases, however, the ability of the funds to participate
in volume transactions will produce better executions and prices for the
funds. It is the current opinion of the Trustees that the desirability of
retaining FMR as investment adviser to the funds 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. 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. 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. 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 funds may quote their performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Each fund's share price and total
returns (and International Growth & Income fund's yield) 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.
INTERNATIONAL GROWTH & INCOME FUND ONLY:
YIELD CALCULATIONS. Yields for the fund used in advertising are computed by
dividing a fund's interest and dividend income for a given 30-day or one
month period, net of expenses, by the average number of shares entitled to
receive distributions during the period, dividing this figure by a fund's
net asset value per share at the end of the period and annualizing the
result (assuming compounding of income) in order to arrive at an annual
percentage rate. Income is calculated for purposes of yield quotations in
accordance with standardized methods applicable to all stock and bond
funds. Dividends from equity investments are treated as if they were
accrued on a daily basis, solely for the purpose of calculating yield. In
general, interest income is reduced with respect to bonds trading at a
premium over their par value by subtracting a portion of the premium from
income on a daily basis, and is increased with respect to bonds trading at
a discount by adding a portion of the discount to daily income. For a
fund's investments denominated in foreign currencies, income and expenses
are calculated first in their respective currencies then converted to U.S.
dollars either when they are actually converted or at the end of the
period, whichever is earlier. Capital gains and losses generally are
excluded from the calculation as are gains and losses from currency
exchange rate fluctuations.
Income calculated for purposes of determining a fund's yield differs from
income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, a fund's yield may not equal its
distribution rate, the income paid to your account, or income reported in a
fund's financial statements.
ALL FUNDS:
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in a fund's net asset value
per share (NAV) over the period. Average annual returns are calculated by
determining the growth or decline in value of a hypothetical historical
investment in a 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 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 performance remains contract 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 funds' 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 funds.
In addition to average annual returns, each 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. Examples of this type of
illustration are given below. Total returns and other performance
information may be quoted numerically or in a table, graph, or similar
illustration. Total returns may be quoted with or without taking a fund's
sales charge into account. All of the funds have a 3% sales charge with the
exception of International Growth & Income which has a 2% sales charge.
Certain of the funds ' sales charges (Diversified International Fund,
International Growth & Income Fund, Worldwide Fund, Canada Fund, Europe
Capital Appreciation Fund, Japan Fund, Emerging Markets Fund, Latin America
Fund, and Southeast Asia Fund) have been waived until May 31, 1994.
Excluding a fund's sales charge from a total return calculation produces a
higher total return figure.
NET ASSET VALUE. Charts and graphs using a 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 loads, if any.
MOVING AVERAGES. A 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. The funds' 13- and 39-week long-term moving averages for the
period ending October 29, 1993 are outlined in the chart below.
FUND 13 WEEK LONG-TERM 39 WEEK LONG-TERM

NAME MOVING AVERAGE MOVING AVERAGE

Diversified International 11.18 10.40
International Growth & Income 16.93 15.62
Overseas 26.45 24.18
Worldwide 12.39 11.48
Canada 17.13 16.68
Europe 17.84 16.65
Japan 13.90 12.95
Pacific Basin 16.41 14.89
Emerging Markets 14.37 12.94
Latin America* 12.43 n/a
Southeast Asia* 11.36 n/a
* Fiscal Period from April 19, 1993 (commencements of operations) to
October 31, 1993.
HISTORICAL FUND RESULTS. The following table shows each fund's total
returns for the periods ended October 31, 199 3 . The total return
figures below include the effect of paying the funds' sales charges, as if
these charges had been in effect throughout the periods shown. (Diversified
International, International Growth & Income, Worldwide, Canada, Japan,
Emerging Markets, La t in America, and Southeast Asia Funds have
waived their sales charges through May 31, 1994.) Total returns
generally will not include the effect of paying a fund's $25 exchange fee,
which was in effect from December 1, 1987 through October 23, 1989, or
other charges for special transactions or services, such as Emerging
Market's, Latin America's, and Southeast Asia's redemption fee of 1.5% for
shares held less then 90 days. Total returns may be quoted on a before-tax
or after-tax basis.
Average Annual Total Returns *** Cumulative Total Returns

One Five Life of One Five Life of

Year Years Fund Year Years Fund

(Commencement of Operations)
__________________________________________________________________________
__________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Diversified International (12/27/91) * 35.38% n/a 7.62% 3 5 .38% n/a 14.53%

International Growth & Income Fund 30.28% 9.56% 9.66% 32.94 % 61.10 % 91.72%
(12/31/ 86 )

Overseas Fund (12/4/93) 34.84% 7.31% 21.18% 3 9.01 % 4 6.72 % 4 71.58 %

Worldwide Fund (5/30/90) 32.02% n/a 7.88% 3 6.10 % n/a 33.70 %

Canada (11/17/87) 21.64% 10.51% 13.25% 2 5.40 % 6 9.92 % 116.48 %

Europe (10/1/86) 20.52% 8.99% 10.23% 2 4.24 % 5 8.57 % 105.69 %

Japan (9/15/92) * 35.67% n/a 29.16% 35.67% n/a 33.50%

Pacific Basin (10/1/96) 42.65% 5.39% 8.98% 4 7.06 % 3 4.03 % 8 9.64 %

Emerging Markets (11/1/90) 45.09% n/a 18.02% 4 9.58 % n/a 6 9.55 %

Latin America (4/19/93) * n/a n/a 69.60%** n/a n/a 32.80%

Southeast Asia (4/19/93) * n/a n/a 68.65%** n/a n/a 32.40%

</TABLE>

* The fund's sales charge has been waived since inception,
therefore , it is not reflected in total return.
* * Annualized.
*** Load Adjusted
The following tables show the income and capital elements of each fund's
total return from the date it commenced operations through October 31,
1993. The funds may compare their total returns to the record of the
following Morgan Stanley Capital International Indices: the World Index;
the Europe, Australia, Far East Index (EAFE Index) ; the
Europe Index; and the Pacific Index ; the Emerging Markets Free
Index ; the Combined Far East ex-Japan Free Index; and the Latin America
Free Index. The Europe Index includes over 600 companies from 14
European nations. The Pacific Index includes over 400 companies from
Australia, Hong Kong, Japan, New Zealand, Singapore , and Malaysia.
The EAFE Index combines the Europe and Pacific indices. The addition of
Canada, the U.S. and South African Gold Mines to the EAFE index produces
the World Index which includes over 1400 companies. The Combined Far East
ex-Japan Free Index includes 7 countries and 130 companies.
The Latin America Free Index includes 7 countries and 380 companies. The
table s for Diversified International Fund, International Growth
& Income, Overseas Fund, Worldwide, and Emerging Markets
compares their total returns to the record of the EAFE INDEX (GDP
weighted for Diversified International) , an unmanaged index of 900
foreign common stocks. Comparisons to the Europe, Pacific and EAFE indices
would show the fund's performance measured against broad ranges of stocks
from these regions. This index illustrates how a fund's total return
compared to the record of a broad range of foreign stocks. Europe compares
its total return to the record of the Morgan Stanley Capital International
Europe Index (Europe Index), an unmanaged index of more than 500 companies
from Austria, Belgium, Denmark, Finland, France, Germany,
Ireland, Italy, the Netherlands, Norway, Spain, Sweden, Switzerland
and the United Kingdom. Pacific Basin compares its total return to the
record of the Morgan Stanley Capital International Pacific Index (Pacific
Index), an unmanaged index of more than 350 companies from Australia, Hong
Kong, Japan and Singapore/Malaysia. The Europe Index and Pacific Index are
subsets of the Morgan Stanley Capital International World Index, which is
also published by Morgan Stanley Capital International, S.A. The companies
included in the indices change only in the event of mergers, takeovers,
failures and the like, and minor adjustments may be made when Morgan
Stanley Capital International, S.A. reviews the companies covered as to
suitability every three or four years. The Europe and Pacific Indices are
weighted by the market value of each country's stock exchange(s). Canada
compares its total return to the record of the Toronto Stock Exchange 300
Composite Index (TSE 300 Index), an unmanaged index of 300 companies in
Canada published by the Toronto Stock Exchange. Japan may compare its total
returns to the record of the Tokyo Price Index (the "TOPIX Index"). The
TOPIX Index includes over 1,200 companies representing over 90% of the
total market capitalization in Japan. These indices illustrate how each
fund's total return compared to the record of a broad range of respective
foreign stock prices. Latin America Fund may compare its total returns
to the return of the Morgan Stanley Latin America Free Index .
Southeast Asia fund may compare its total returns to the Morgan Stanley Far
East ex-Japan Free Index. Each table compares the funds' returns to the
record of the Standard & Poor's 500 Composite Stock Price Index
(S&P 500), the Dow Jones Industrial Average (DJIA), and the cost of
living (measured by the Consumer Price Index, or CPI) over the same period.
The CPI information is as of the month end closest to the initial
investment date for each fund. The S&P 500 and DJIA comparisons are
provided to show how each fund's total return compared to the record of a
broad range of U.S. common stocks and a narrower set of stocks of major
U.S. industrial companies, respectively, over the same period. The funds
have the ability to invest in securities not included in the indices, and
their investment portfolios may or may not be similar in composition to the
indices. The EAFE Index, Europe Index, Pacific Index, Combined Far East
Free Ex-Japan Index, TSE 300 Index, TOPIX Index, S&P 500, and DJIA are
based on the prices of unmanaged groups of stocks and, unlike each fund's
returns, their returns do not include the effect of paying brokerage
commissions and other costs of investing.
FIDELITY DIVERSIFIED INTERNATIONAL FUND: During the period December 27,
1991 (commencement of operations) to October 31, 1993, a hypothetical
$10,000 investment in Fidelity Diversified International Fund would have
grown to $ 11,453 , assuming all distributions were reinvested.
This was a period of widely fluctuating stock prices and should not be
considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
FIDELITY DIVERSIFIED INTERNATIONAL FUND INDICES

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

Initial Reinvested Reinvested Weighte
d

Year Ended $10,000 Dividend Capital Gain Total EAFE

October 31 Investment Distributions Distributions Value Index S&P DJIA CPI
500

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 9 92* $8,460 $0 $0 $8,460 $8,924 $10,598 $10,728 $10,283

1 9 93 11,320 133 0 11,453 12,267 12,183 12,599 10,566

</TABLE>

* From December 27, 1991 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on December
27, 1991, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$10, 1 00. If distributions had not been reinvested, cash payments
would have come to $100. There were no capital gains distributions for
this period. Tax consequences of different investments (with the exception
of foreign tax withholding on dividends and capital gain distributions)
have not been factored into the above figures.
INTERNATIONAL GROWTH & INCOME FUND: During the period from December 31,
1986 (commencement of operations) through October 31, 1993, a hypothetical
$10,000 investment in Fidelity International Growth & Income Fund would
have grown to $ 18,789 after deducting the 2% sales charge and
assuming (i) that the 2% sales charge had been in effect since commencement
of operations and (ii) that all distributions were reinvested. This was a
period of widely fluctuating stock and bond prices and should not be
considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
FIDELITY INTERNATIONAL GROWTH & INCOME FUND INDICES

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

Initial Reinvested Reinvested

Year Ended $10,000 Dividend Capital Gain Total EAFE

October 31 Investment Distributions Distributions Value Index S&P DJIA CPI
500

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1987* $10,212 $48 $0 $10,259 $11,956 $10,60 $10,754 $10,434
9

1988 11,574 85 0 11,663 15,044 12,179 11,958 10,878

1989 12,613 316 0 12,929 16,269 15,395 15,276 11,367

1990 13,436 500 0 13,935 14,183 14,241 14,660 12,081

1991 13,710 982 0 14,693 15,169 19,014 19,069 12,434

1992 13,024 1,109 0 14,133 13,164 20,910 20,643 12,833

1993 16,905 1,884 0 18,789 18,095 24,036 24,244 13,186

</TABLE>

* From December 31, 1986 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on December
31, 1986, and after deducting the 2% sales charge, the net amount invested
in fund shares was $9,800. The cost of the initial investment ($10,000),
together with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested), amounted to $ 11,403 . If distributions had not been
reinvested, the amount of distributions earned from the fund over time
would have been different, and cash payments (dividends) for the period
would have come to $ 1,343 . International Growth & Income did not
distribute any capital gains during the period. Tax consequences of
different investments (with the exception of foreign tax withholding on
dividends and capital gain distributions) have not been factored into the
above figures.
OVERSEAS FUND: During the period from December 4, 1984 (commencement of
operations) through October 31, 1993, a hypothetical $10,000 investment in
Fidelity Overseas Fund would have grown to $ 55,444 after deducting
the 3% sales charge and assuming that all distributions were reinvested.
This was a period of widely fluctuating stock prices and should not be
considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
FIDELITY OVERSEAS FUND INDICES

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

Initial Reinvested Reinvested

Year Ended $10,000 Dividend Capital Gain Total EAFE

October 31 Investment Distributions Distributions Value Index S&P DJIA CPI
500

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1985* $15,442 $0 $ 0 $15,442 $14,599 $12,12 $12,125 $10,323
2

1986 26,103 0 194 26,296 24,218 16,147 17,182 10,475

1987 29,973 0 3,880 33,853 32,165 17,182 18,801 10,950

1988 24,541 0 13,248 37,789 40,471 19,726 21,005 11,415

1989 25,511 924 13,771 40,206 43,767 24,933 26,832 11,928

1990 26,646 1,396 16,014 44,056 38,155 23,065 25,751 12,678

1991 26,112 2,558 17,199 45,870 40,808 30,795 33,496 13,048

1992 21,301 2,765 15,819 39,885 35,414 33,866 36,261 13,466

1993 26,345 4,336 24,763 55,444 48,679 38,929 42,586 13,837

</TABLE>

* From December 4, 1984 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on December
4, 1984, and after deducting the 3% sales charge, the net amount invested
in fund shares was $9,700. The cost of the initial investment ($10,000),
together with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested), amounted to $ 35,073 . If distributions had not been
reinvested, the amount of distributions earned from the fund over time
would have been smaller, and the cash payments for the period would have
come to $ 2,280 for income dividends and $ 16,354 for capital
gain distributions. Tax consequences of different investments (with the
exception of foreign tax withholding on dividends and capital gain
distributions) have not been factored into the above figures.
WORLDWIDE FUND: During the period from May 30, 1990 (commencement of
operations) through October 31, 1993, a hypothetical $10,000 investment in
Fidelity Worldwide Fund would have grown to $12,969 , after deducting
the 3% sales charge and assuming all dividends and capital gains were
reinvested. This was a period of widely fluctuating stock prices and should
not be considered representative of the dividend income or capital gain or
loss that could be realized from an investment in the fund today.
FIDELITY WORLDWIDE FUND INDICES

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

Initial Reinvested Reinvested

Year Ended $10,000 Dividend Capital Gain Total EAFE

October 31 Investment Distributions Distributions Value Index S&P DJIA CPI
500

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1990* $ 8,682 $ 0 $ 0 $ 8,682 $ 8,987 $ 8,546 $ 8,652 $10,333

1991 9,322 83 0 9,404 9,612 11,410 11,255 10,635

1992 9,341 188 0 9,529 8,341 12,548 12,183 10,975

1993 12,377 591 0 12,969 11,465 14,424 14,309 11,277

</TABLE>

* From May 30, 1990 (commencement of operations).
Explanatory Notes: With an initial $10,000 investment made on May 30, 1990,
and after deducting the 3% sales charge, the net amount invested in fund
shares was $9,700. The cost of the initial investment ($10,000), together
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested), amounted to $10,433 . If distributions had not been
reinvested, the amount of distributions earned from the fund over time
would have been smaller, and cash payments (dividends) for the period would
have come to $ 427 . Worldwide did not distribute any capital gains
during the period. Tax consequences of different investments have not been
factored into the above figures.
CANADA FUND: During the period from November 17, 1987 (commencement of
operations) to October 31, 1993, a hypothetical $10,000 investment in
Fidelity Canada Fund would have grown to $ 20,998 after deducting the
3% sales charge and assuming (i) that the 3% sales charge had been in
effect since commencement of operations and (ii) that all distributions
were reinvested. This was a period of widely fluctuating stock prices and
should not be considered representative of the dividend income or capital
gain or loss that could be realized from an investment in the fund today.
FIDELITY CANADA FUND INDICES

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

Initial Reinvested Reinvested

Year Ended $10,000 Dividend Capital Gain Total TSE
300

October 31 Investment Distributions Distributions Value Index S&P DJIA CPI
500

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1988* $ 12,358 $ 0 $ 0 $ 12,358 $ 12,753 $ 11,694 $ 11,408 $10,416

1989 14,987 146 183 15,316 15,950 14,782 14,573 10,884

1990 13,163 138 766 14,066 13,074 13,674 13,986 11,568

1991 15,792 241 1,991 18,023 16,117 18,257 18,192 11,906

1992 13,803 210 2,731 16,745 14,331 20,078 19,693 12,288

1993 17,285 292 3,421 20,998 17,655 23,079 23,129 12,626

</TABLE>

* From November 17, 1987 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on November
17, 1987, and after deducting the 3% sales charge, the net amount invested
in fund shares was $9,700. The cost of the initial investment ($10,000),
together with the aggregate cost of reinvested dividend and capital gain
distributions for the period covered (their cash value at the time they
were reinvested), amounted to $ 12,931 . If distributions had not been
reinvested, the amount of distributions earned from the fund over time
would have been smaller, and the cash payments for the period would have
come to $ 204 for income dividends and $ 2,522 for capital gain
distributions. Tax consequences of different investments (with the
exception of foreign tax withholding on dividends and capital gain
distributions) have not been factored into the above figures.
EUROPE FUND: During the period from October 1, 1986 (commencement of
operations) to October 31, 1993, a hypothetical $10,000 investment in
Fidelity Europe Fund would have grown to $ 19,952 after deducting the
3% sales charge and assuming (i) that the 3% sales charge had been in
effect since commencement of operations and (ii) that all distributions
were reinvested. This was a period of widely fluctuating stock prices and
should not be considered representative of the dividend income or capital
gain or loss that could be realized from an investment in the fund today.
FIDELITY EUROPE FUND INDICES

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

Initial Reinvested Reinvested

Year Ended $10,000 Dividend Capital Gain Total Europe

October 31 Investment Distributions Distributions Value Index S&P DJIA CPI
500

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1986* $ 9,690 $ 0 $ 0 $ 9,690 $ 10,061 $ 10,577 $ 10,655 $10,009

1987 11,727 11 0 11,738 11,136 11,255 11,659 10,463

1988 12,571 11 0 12,582 12,819 12,921 13,026 10,907

1989 14,589 336 0 14,925 14,339 16,332 16,640 11,397

1990 15,792 551 0 16,343 16,194 15,109 15,969 12,114

1991 15,452 915 0 16,367 17,319 20,172 20,772 12,468

1992 14,666 1,392 0 16,058 16,994 22,184 22,486 12,868

1993 17,877 2,075 0 19,952 21,355 25,500 26,409 13,221

</TABLE>

* From October 1, 1986 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on October 1,
1986, and after deducting the 3% sales charge, the net amount invested in
fund shares was $9,700. The cost of the initial investment ($10,000),
together with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested), amounted to $ 11,684 . If distributions had not been
reinvested, the amount of distributions earned from the fund over time
would have been smaller, and cash payments (dividends) for the period would
have come to $ 1,610 . Europe did not distribute any capital gains
during the period. Tax consequences of different investments (with the
exception of foreign tax withholding on dividends and capital gain
distributions) have not been factored into the above figures.
PACIFIC BASIN FUND: During the period from October 1, 1986 (commencement of
operations) to October 31, 1993, a hypothetical $10,000 investment in
Fidelity Pacific Basin Fund would have grown to $ 18,395 after
deducting the 3% sales charge and assuming (i) that the 3% sales charge had
been in effect since commencement of operations and (ii) that all
distributions were reinvested. This was a period of widely fluctuating
stock prices and should not be considered representative of the dividend
income or capital gain or loss that could be realized from an investment in
the fund today.
FIDELITY PACIFIC BASIN FUND INDICES

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

Initial Reinvested Reinvested

Year Ended $10,000 Dividend Capital Gain Total Pacifi
c

October 31 Investment Distributions Distributions Value Index S&P DJIA CPI
500

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1986* $ 9,603 $0 $ 0 $ 9,603 $ 8,862 $10,577 $10,655 $10,009

1987 12,047 11 0 12,058 13,346 11,255 11,659 10,463

1988 13,570 155 0 13,725 17,470 12,921 13,026 10,907

1989 15,307 271 21 15,598 18,594 16,332 16,640 11,397

1990 12,503 229 528 13,260 13,796 15,109 15,969 12,114

1991 12,756 413 538 13,707 14,760 20,172 20,772 12,468

1992 11,640 377 491 12,508 11,532 22,184 22,486 12,868

1993 16,956 724 716 18,395 17,154 25,500 26,409 13,221

</TABLE>

* From October 1, 1986 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on October 1,
1986, and after deducting the 3% sales charge, the net amount invested in
fund shares was $9,700. The cost of the initial investment ($10,000),
together with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested) amounted to $ 11,165 . If distributions had not been
reinvested, the amount of distributions earned from the fund over time
would have been smaller, and the cash payments for the period would have
come to $ 504 for income dividends and $ 631 for capital gain
distributions. Tax consequences of different investments (with the
exception of foreign tax withholding on dividends and capital gain
distributions) have not been factored into the above figures.
JAPAN FUND: During the period from September 15, 1992 (commencement of
operations) to October 31, 1993, a hypothetical $10,000 investment in
Fidelity Japan Fund would have grown to $ 13,350 assuming that
all distributions were reinvested. This was a period of widely fluctuating
stock prices and should not be considered representative of the dividend
income or capital gain or loss that could be realized from an investment in
the fund today.
FIDELITY JAPAN FUND INDICES

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

Initial Reinvested Reinvested

Year Ended $10,000 Dividend Capital Gain Total TOPIX

October 31 Investment Distributions Distributions Value Index S&P DJIA CPI
500

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1992* $ 9,840 $ 0 $ 0 $ 9,840 $ 9,332 $ 9,873 $ 9,593 $10,035

1993 13,350 0 0 13,350 13,631 11,349 11,266 10,311

</TABLE>

* From September 15, 1992 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on September
15, 1992, the net amount invested in fund shares was $ 10,000. The
cost of the initial investment ($10,000), together with the aggregate cost
of reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted to
$ 10,000 . The fund did not pay any dividends or capital gains for
the period. Tax consequences of different investments (with the
exception of foreign tax withholding on dividends and capital gain
distributions) have not been factored into the above figures.
EMERGING MARKETS FUND: During the period from November 1, 1990
(commencement of operations) to October 31, 199 3, a hypothetical
$10,000 investment in the fund would have grown to $ 16,446 after the
3% sales charge was deducted and assuming all dividends and capital gains
were reinvested. This was a period of widely fluctuating stock prices and
should not be considered representative of the dividend income or capital
gain or loss that could be realized from an investment in the fund today.
FIDELITY EMERGING MARKETS FUND INDICES

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

Initial Reinvested Reinvested

Year Ended $10,000 Dividend Capital Gain Total EAFE

October 31 Investment Distributions Distributions Value Index S&P DJIA CPI
500

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1991* $ 10,088 $ 40 $ 0 $ 10,128 $ 10,695 $ 13,351 $ 13,008 10,292

1992 10,719 128 149 10,995 9,281 14,683 14,081 10,622

1993 15,695 307 444 16,446 12,758 16,878 16,538 10,914

</TABLE>

* From November 1, 1990 (commencement of operations).
Explanatory Notes: With an initial $10,000 investment made on November 1,
1990 and after deduction of the 3% sales charge, the net amount invested in
fund shares was $9,700. The cost of the initial investment ($10,000),
together with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (that is, their cash value at the time
they were reinvested), amounted to $ 10,482 . If distributions had not
been reinvested, the amount of distributions earned from the fund over time
would have been smaller, and cash payments for the period would have
amounted to $ 194 for income dividends and $ 281 for capital
gain distributions. Tax consequences of different investments (with
the exception of foreign tax withholding on dividends and capital gain
distributions) have not been factored into the above figures.
LATIN AMERICA FUND: During the period from April 19, 1993 (commencement of
operations) to October 31, 1993, a hypothetical $10,000 investment in
Fidelity Latin America Fund would have grown to $ 13,280 . This
was a period of widely fluctuating stock prices and should not be
considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
FIDELITY LATIN AMERICA FUND INDICES

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

Initial Reinvested Reinvested Latin

Year Ended $10,000 Dividend Capital Gain Total America

October 31 Investment Distributions Distributions Value Free Index S&P DJIA CPI
500

</TABLE>

1993* $13,280 $0 $0 $13,280 $12,314 $10,577 $10,741 $10,118

</TABLE>

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

Initial Reinvested Reinvested Far East

Year Ended $10,000 Dividend Capital Gain Total Ex-Japan

October 31 Investment Distributions Distributions Value Free Index S&P DJIA CPI
500

</TABLE>

1993* $13,240 $0 $0 $13,240 $14,239 $10,577 $10,74 $10,118

</TABLE>

* From April 19, 1993 (commencement of operations) through October 31,
1993.
Explanatory Notes: With an initial investment of $10,000 made on April 19,
1993, the net amount invested in fund shares was $ 10,000 . The cost
of the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested) amounted to $10,000.
The fund did not pay any dividends or capital gains for the period.
Tax consequences of different investments have not been factored into
the above figures.
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 1982 to $9,194 billion in 1992.
NATIONAL STOCK MARKET PERFORMANCE. Certain national stock markets have
outperformed the U.S. stock market. The first table on page 43
presents 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 October 31, 1993. 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
(INCLUDES NET DIVIDENDS REINVESTED MONTHLY)
12 MONTHS ENDED OCTOBER 31, 1993
Australia 43.2% Japan 47.4%

Austria 20.5 Malaysia 70.2

Belgium 11.3 Netherlands 31.7

Canada 12.8 New Zealand 89.0

Denmark 27.5 Norway 40.8

Finland 88.3 Singapore 43.0

France 16.2 Spain 41.5

Germany 28.4 Sweden 57.3

Hong Kong 50.5 Switzerland 37.2

Ireland 38.2 United Kingdom 21.7

Italy 17.9 United States 13.4

STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN LOCAL CURRENCY
(INCLUDES NET DIVIDENDS REINVESTED MONTHLY)
12 MONTHS ENDED OCTOBER 31, 1993
Australia 49.5% Japan 29.4%

Austria 31.3 Malaysia 73.4

Belgium 27.3 Netherlands 42.8

Canada 20.0 New Zealand 79.1

Denmark 45.2 Norway 63.7

Finland 122.9 Singapore 40.1

France 30.2 Spain 72.8

Germany 39.4 Sweden 120.2

Hong Kong 50.5 Switzerland 47.7

Ireland 67.4 United Kingdom 27.8

Italy 45.2 United States 13.4

The following table shows the compound annual growth rate (including net
dividends) measured in U.S. dollars for the periods shown.
FIVE YEARS TEN YEARS

ENDED ENDED

OCTOBER 29 , 1993 OCTOBER 29 , 1993

Australia 6.3% 13.1%

Austria 16.2 22.7

Belgium 6.9 23.8

Canada 4.5 7.4

Denmark 11.8 11.0

France 11.7 21.5

Germany 11.6 16.5

Hong Kong 33.4 33.3

Italy -1.0 15.8

Japan -2.3 19.0

Malaysia 26.1 N/A

Netherlands 16.5 21.0

Norway 10.1 13.6

Singapore 19.3 11.0

Spain 2.2 22.3

Sweden 9.2 15.9

United Kingdom 11.4 18.1

United States 13.6 13. 7

These results are not indicative of future stock market performance or
any 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.
A fund's performance may be compared in advertising 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.
From time to time, a fund's performance also may 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 be quoted in advertising.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. For
example, Fidelity's FundMatchSM Program includes a workbook describing
general principles of investing, such as asset allocation, diversification,
risk tolerance, and goal setting; a questionnaire designed to help create a
personal financial profile; and an action plan offering investment
alternatives. Materials may also include discussions of Fidelity's three
asset allocation funds and Portfolio Advisory Services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different 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 or
services, which may include: other Fidelity funds; retirement investing;
brokerage products and services; the effects of dollar-cost averaging and
saving for college; charitable giving; and the Fidelity credit card. In
addition, Fidelity may quote financial or business publications and
periodicals, including model portfolios or allocations, as they relate to
fund management, investment philosophy, and investment techniques. 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.
A fund may discuss its fund number, Quotron number, CUSIP number, and
current portfolio manager.
VOLATILITY. A 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 a 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.
A fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against a 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.
A 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 deferred earnings at the end of the ten-year period.
As of October 31, 1993, FMR managed approximately $200 billion in equity
fund assets as defined and tracked by Lipper. This 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. As of October 31, 1993, FMR managed foreign assets
totalling approximately $30 billion.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
As provided for in Rule 22d-1 under the Investment Company Act of 1940 (the
1940 Act), FDC exercises its right to waive a fund's sales charge
(Effective June 1, 1994, Diversified International, International Growth
& Income, Worldwide, Canada, Europe Capital Appreciation, Japan,
Pacific Basin, Emerging Markets, Latin America, and Southeast Asia funds'
sales charges will go into effect.) on shares acquired through
reinvestment of dividends and capital gain distributions or in connection
with a fund's merger with or acquisition of any investment company or
trust.
In addition, the funds' sales charges will not apply (1) if you buy
shares as part of 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 plan 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) if you are a charitable organization (as defined in
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
(5) 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); (6) if you are an
investor participating in the Fidelity Trust Portfolios program (these
investors must make initial investments of $100,000 or more in 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) if you are a current or
former Trustee or officer of a Fidelity fund or a current or retired
officer, director, or full-time 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; (9)
if you are 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 funds' 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). FDC has chosen to
waive the funds' sales charges in these instances because of efficiencies
involved in sales of shares to those investors.
The funds ' sales charge s may be reduced to reflect
sales charges previously paid or that would have been paid absent a
reduction as noted in the prospectus, in connection with investments in
other Fidelity funds. This includes reductions for investments in prototype
or prototype-like retirement plans sponsored by FMR or FMR Corp., which are
listed above.
Each 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 1994:
Washington's Birthday (observed), Good Friday, Memorial Day (observed),
Independence Day (observed) , 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 a 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, a fund's NAV may be affected on days when investors do not have
access to the fund to purchase or redeem shares.
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 funds' NAVs. 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 (1940 Act) , each 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
exchange, or (ii) a fund suspends the redemption of 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, each 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 funds invest primarily in foreign securities,
corporate shareholders should not expect dividends from these funds to
qualify for the dividends-received deduction. The funds will notify
corporate shareholders annually of the percentage of 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 funds will send each shareholder a notice in January
describing the tax status of dividends and capital gain distributions for
the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the funds 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 a 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 funds are taxable to
shareholders as dividends, not as capital gains. Distributions from
short-term capital gains do not qualify for the dividends-received
deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends or
interest paid with respect to foreign securities, typically at a rate
between 10% and 35%. If, at the close if its fiscal year, more than 50% of
a fund's total assets are invested in securities of foreign issuers, it
will 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 FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes, so that it will not be
liable for federal tax at the fund level on income and capital gains
distributed to shareholders. In order to qualify as a regulated investment
company and avoid being subject to federal income or excise taxes at the
fund level, each fund intends to distribute substantially all of its net
taxable income and net realized capital gains within each calendar year as
well as on a fiscal year basis. Each 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 each 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 funds'
investments in such instruments.
If a 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. Each 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 funds and their shareholders,
and no attempt has been made to address individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions. Investors should consult their tax
advisers to determine whether the funds are suitable to their particular
tax situation.
FMR
FMR is a wholly owned subsidiary of FMR Corp., a parent company organized
in 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions as follows: 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 certain institutional
customers; and Fidelity Investments Retail Marketing Company, which
provides marketing services to various companies within the Fidelity
organization.
Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. FMR U.K. and FMR Far East, both wholly owned
subsidiaries of FMR formed in 1986, supply investment research, and may
supply portfolio management services, to FMR in connection with certain
funds advised by FMR. Analysts employed by FMR, FMR U.K., and FMR Far East
research and visit thousands of domestic and foreign companies each year.
FMR Texas Inc., a wholly owned subsidiary of FMR formed in 1989, supplies
portfolio management and research services in connection with certain money
market funds advised by FMR.
TRUSTEES AND OFFICERS
The 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
President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Prior to his retirement in March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Bonneville Pacific
Corporation (independent power, 1989) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.
PHYLLIS BURKE DAVIS, P.O. Box 264, Bridgehampton, NY, Trustee
(1992). Prior to her retirement in September 1991, Mrs. Davis was the
Senior Vice President of Corporate Affairs of Avon Products, Inc. She is
currently a Director of BellSouth Corporation (telecommunications), Eaton
Corporation (manufacturing, 1991), and the TJX Companies, Inc. (retail
stores, 1990), and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she serves as a Director
of the New York City Chapter of the National Multiple Sclerosis Society,
and is a member of the Advisory Council of the International Executive
Service Corps. and the President's Advisory Council of The University of
Vermont School of Business Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990).
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company. Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale Materials Handling, Inc. (1989), and RPM,
Inc. (manufacturer of chemical products, 1990). In addition, he serves as a
Trustee of First Union Real Estate Investments, Chairman of the Board of
Trustees and a member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and a member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant. Prior to 1987, he was Chairman of the Financial
Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund and Vice Chairman of the
Board of Trustees of the Greenwhich 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). He is also
a Trustee of Rensselaer Polytechnic Institute and of Corporate Property
Investors and 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.
PENELOPE DOBKIN, Vice President, Worldwide Fund (1990), is an employee of
FMR.
GEORGE DOMOLKY, Vice President, Canada Fund (1989), is an employee of FMR.
SIMON FRASER, Vice President, Pacific Basin Fund (1993), is an employee of
FMR.
JOHN HICKLING, Vice President, Europe Fund (1991), Overseas (1993),
and another fund advised by FMR, is an employee of FMR.
PATRICIA SATTERTHWAITE, Vice President, Latin America Fund (1993),
is an employee of FMR.
SALLY WALDEN, Vice President, Europe Fund (1992), is an employee of FMR.
ROBERT H. MORRISON, Manager, Security Transactions, is an employee of
FMR.
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the fund based on their basic trustee fees and length of
service. Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program.
As of December 31, 1993, an FMR affiliate held approximately 15.01% of
Europe Capital Appreciation Fund's total outstanding shares; and as of this
date, approximately 1.2%, 1.8%, and 3.2% of the total outstanding shares of
the Europe, Diversified International, and Japan funds, respectively, were
held in various Fidelity employee retirement accounts. Mr. Edward C.
Johnson 3d, President and a Trustee of the funds, by virtue of his
controlling interest in FMR Corp., may be considered a beneficial owner of
these shares. With the exception of Mr. Johnson 3d's beneficial interest in
the aforementioned funds, the Trustees and officers of the funds owned, in
the aggregate, less than 1% of each fund's outstanding shares on that
date.
As of December 31, 1993, Charles Schwab & Co., Inc./Mutual Funds
Department, San Francisco, CA, was known to own of record or beneficially
appproximately 6.5% and 6.4% of the total outstanding shares of Canada Fund
and Worldwide Fund, respectively. Also as of this date, Insight Management,
Inc., P.O. Box 9135, Wellseley Hills, MA, was known by International Growth
& Income Fund to own of record or beneficially approximately 6.6% of
the fund's total outstanding shares.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing a 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 each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the funds; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state law; developing management and shareholder services for each 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, each fund pays all of its expenses, without limitation, that are not
assumed by those parties. Each 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 each 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 each fund include
interest, taxes, brokerage commissions, each fund's proportionate share of
insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal and state securities laws. Each 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 Diversified International, International Growth & Income,
Overseas, Worldwide, Europe, Pacific Basin, and Canada's manager pursuant
to management contracts dated March 1, 1992, which were approved by
shareholders on February 19, 1992. FMR is Japan's manager pursuant to a
management contract dated July 16, 1992, which was approved by FMR, then
the sole shareholder of Japan, on September 10, 1992. FMR is Emerging
Markets manager pursuant to a management contract dated March 1, 1992,
which was approved by shareholders on February 19, 1992. FMR is Latin
America and Southeast Asia's manager pursuant to management contracts dated
March 18, 1993, which were approved by FMR, then the sole shareholder of
Latin America and Southeast Asia, on March 24, 1993. FMR is Europe Capital
Appreciation Fund's manager pursuant to a management contract dated
November 22, 1993, which was approved by FMR, then the sole shareholder of
the fund on November 18, 1993.
For the services of FMR under the contracts INTERNATIONAL GROWTH &
INCOME, WORLDWIDE, EMERGING MARKETS, AND LATIN AMERICA pay FMR a monthly
management fee composed of the sum of two elements: a group fee rate and an
individual fund fee rate.
COMPUTING THE MANAGEMENT FEE. For each fund, 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. 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 $223 billion of group
net assets - their approximate level for October 1993 was .3254%, which is
the weighted average of the respective fee rates for each level of group
net assets up to $225 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 .3253

36 - 42 .340 250 .3223

42 - 48 .335 275 .3198

48 - 66 .325 300 .3175

66 - 84 .320 325 .3153

84 - 102 .315 350 .3133

102 - 138 .310

138 - 174 .305

174 - 228 .300

228 - 282 .295

282 - 336 .290

Over 336 .285

* The rates shown for average group assets in excess of $228 billion were
adopted by FMR on a voluntary basis on November 1, 1993 pending shareholder
approval of a new management contract reflecting the extended schedule. The
extended schedule provides for lower management fees as total assets under
management increase.
Each fund's individual fund fee rate is .45%. Based on the average net
assets of funds advised by FMR for October 1993, the annual management fee
rate for International Growth & Income, Worldwide, Emerging Markets,
and Latin America and the annual basic fee rate for Diversified
International, Overseas, Canada, Europe, Japan, Pacific Basin, and
Southeast Asia would be calculated as follows:

Group Fee Rate Individual Fund Fee Rate Management Fee Rate

.3254% + .45% = .7754%

</TABLE>

One-twelfth (1/12) of this annual management/basic fee rate is then applied
to a fund's average net assets for the current month, giving a dollar
amount which is the fee for that month.
For the services of FMR under the contracts DIVERSIFIED INTERNATIONAL,
OVERSEAS, CANADA, EUROPE, EUROPE CAPITAL APPRECIATION, JAPAN,
PACIFIC BASIN, AND SOUTHEAST ASIA pay FMR a monthly management fee composed
of the sum of two elements: a basic fee and a performance adjustment.
THE FUNDS' BENCHMARK INDICES. Diversified International and Overseas
compare their performance to the Morgan Stanley Capital International
Europe, Australia, Far East Index (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 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.
Diversified International uses the Gross Domestic Product (GDP) weighted
version of the EAFE Index because it represents each countries relative
production. Overseas uses the capitalization (Cap) weighted EAFE because it
approximates each countries 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 900 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. Canada compares its performance to the Toronto Stock Exchange
300 Composite Index (TSE 300 Index). Europe and Europe Capital
Appreciation compare their performance to the Morgan Stanley Capital
International Europe Index (Europe Index); Pacific Basin compares its
performance to the Morgan Stanley Capital International Pacific Index
(Pacific Index). Japan compares its performance to the Tokyo Price Index
(TOPIX Index). Southeast Asia Fund compares its performance to the record
of the Morgan Stanley Capital International Combined Far East ex-Japan Free
Index ( combined Far East ex-Japan Free Index ) over the same period.
COMPUTING THE BASIC FEE. The annual basic fee rate is calculated by adding
the group fee rate based on the schedule on page 50 to the individual fund
fee rate. The individual fund fee rate is .45% Based on the average net
assets of the funds advised by FMR for October 1993, the annual fee rate
would be calculated as follows:
Group Fee Rate Individual Fund Fee Rate Basic Fee Rate

.3254% + .45% = .7754%

One-twelfth (1/12) of these 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 monthly fee.
COMPUTING THE PERFORMANCE ADJUSTMENT The basic fee is subject to an upward
or downward adjustment, depending upon whether, and to what extent, each
fund's investment performance for the performance period exceeds, or is
exceeded by, the record of its comparative index over the same period. The
performance period consists of the most recent month plus the previous 35
months. Diversified International, Europe Capital Appreciation, Japan, and
Southeast Asia's performance period s commence d the first day
of the first full month of operation following commencement of operations
(January 1, 1992 , January 1, 1994 , October 1, 1992 , and
May 1, 1993, respectively). 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
each fund's average net assets for the entire performance period, giving a
dollar amount which will be added to (or subtracted from) the basic fee.
Each fund's performance is calculated based on change in net asset value.
For purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by each fund are treated as if reinvested
in fund shares at the net asset value as of the record date for payment.
The record of the comparative index is based on change in value and is
adjusted for any cash distributions from the companies whose securities
compose the index.
FMR pays any costs of subscribing to the indices and of obtaining
additional information needed to compute the management fee in conformance
with applicable laws and regulations.
Because the adjustment to the basic fee is based on each fund's performance
compared to the investment record of the appropriate index, the controlling
factor is not whether each fund's performance is up or down per se, but
whether it is up or down more or less than the record of its respective
index. Moreover, the comparative investment performance of each fund is
based solely on the relevant performance period without regard to the
cumulative performance over a longer or shorter period of time.
INTERNATIONAL GROWTH & INCOME, WORLDWIDE, EMERGING MARKETS, AND LATIN
AMERICA. The tables below show the management fee paid to FMR; the dollar
amount reimbursed by FMR (as explained below); and the net management fee
as a percentage of each fund's average net assets for the fiscal periods
ended October 31, 1993, 1992, and 1991.
MANAGEMENT FEE MANAGEMENT FEE AS A

BEFORE AMOUNT OF % OF AVERAGE

REIMBURSEMENT REIMBURSEMENT NET ASSETS

INTERNATIONAL
GROWTH & INCOME
1993 $2,323,230 $0 .7706%

1992 476,948 0 .7854%

199 1 314,971 0 .7928%

WORLDWIDE
1993 $1,155,519 $0 .7760%

1992 831,818 0 .7852%

199 1 826,846 0 .7945%

EMERGING MARKETS
1993 $1,111,793 $0 .7701%

1992 84,800 52,597 .7816%

199 1* 34,014 34,014 .7862%

* From November 1, 1990 (commencement of operations) through October 31,
1991.
LATIN AMERICA
1993* $479,545 -- .7697%**

* From April 19, 1993 (commencement of operations) through October 31,
1993.
** Annualized
DIVERSIFIED INTERNATIONAL, OVERSEAS, CANADA, EUROPE, JAPAN, PACIFIC
BASIN AND SOUTHEAST ASIA FUNDS. The tables below show the management
fee paid to FMR (including the effect of the performance adjustment); the
dollar amount of negative or positive performance adjustments; and the net
management fee as a percentage of the funds' average net assets for the
periods ending October 31, 1993, 1992, and 1991.
MANAGEMENT FEE MANAGEMENT FEE AS A

INCLUDING PERFORMANCE PERFORMANCE % OF AVERAGE

ADJUSTMENT ADJUSTMENT NET ASSETS

DIVERSIFIED INTERNATIONAL
1993 $902,601 $(27,280) .7346%

1992* 101,938 0 .3700%**

* From December 27, 1991 (commencement of operations) through October
31, 1992.
** Annualized
OVERSEAS
1993 $7,984,147 $(58,499) .7731%

1992 9,212,187 1,956,702 .9990%

1991 9,824,997 2,081,177 1.0083%

CANADA
1993 $471,845 $50,721 .8552%

1992 219,636 43,991 .9800%

1991 196,369 38,071 .9700%

EUROPE
1993 $3,804,429 $(703,601) .6350%

1992 2,163,531 (540,073) .6300%

1991 2,384,684 (315,300) .7000%

JAPAN
1993 $758,951 $4,307 .7660%

1992 * 2,175 0 .9500%**

PACIFIC BASIN
1993 $1,945,428 $58,458 .7976%

1992 993,713 197,605 .9800%

1991 906,137 180,397 .9900%

* From September 15, 1992 (commencement of operations).
** Annualized
SOUTHEAST ASIA
1993* $582,244 $43,022 .7688%**

* From April 19, 1993 (commencement of operations).
** Annualized
The figures shown on page 51 reflect FMR's voluntary implementation of
group fee rate schedule changes for the funds as described on page .
If FMR had not voluntarily implemented these group fee rate changes, the
funds' management fees would have been higher.
During the fiscal periods reported, FMR voluntarily agreed to reimburse
certain funds to the extent that the fund's aggregate operating expenses
were in excess of an annual rate of its average net assets. The table below
identifies the funds in reimbursement; the level at which reimbursement
began; and the dollar amount reimbursed for each period.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FUND: LEVEL AT WHICH DOLLAR AMOUNT REIMBURSED:
REIMBURSEMENT
BEGAN:

1993 1992 1991

Canada 2.00% $0 $ 15,923 $ 51,419

Emerging Markets 2.60% 0 52,597 107,794*

Japan 2.00% 0 13,797** N/A

Latin America 2.00% 0 N/A N/A

Southeast Asia 2.00% 43,332*** N/A N/A

</TABLE>

* From November 30, 1990 (commencement of operations) through October
31, 1991.
** From September 15, 1992 (commencement of operations) through October
31, 1992.
*** From April 19, 1993 (commencement of operations) through October
31, 1993.
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating a fund's expenses for purposes of this regulation, each
fund may exclude 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 its wholly owned subsidiary FIIAL U.K. Pursuant to the
sub-advisory agreements, FMR may receive investment advice and research
services with respect to companies based outside the U.S. from the
sub-advisors and may 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 funds.
Currently, FMR U.K., FMR Far East, FIJ, FIIA, and FIIAL U.K. each focus on
companies in countries other than the United States including countries 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 a 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, together with various trusts for the benefit of Johnson
family members owns , directly or indirectly, more than 25% of the
voting stock of FIL. FIIA was organized in Bermuda in 1983; FIIAL U.K. was
organized in the United Kingdom in 1984; and FIJ w as
organized in Japan in 1986.
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 investment advice and research services the sub-advisors are
compensated as follows:
(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.
(bullet) FMR pays FIIA 30% of FMR's monthly management fee with respect to
the average market value of investments held by the fund for which FIIA has
provided FMR with investment advice.
(bullet) FMR pays FIJ 30% of FMR's monthly management fee with respect to
the average market value of investments held by the fund for which FIJ has
provided FMR with investment advice.
(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 investment management and executing portfolio transactions,
the sub-advisors are compensated as follows:
(bullet) FMR pays FMR U.K., FMR Far East, FIJ, and FIIA 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.
(bullet) FIIA pays FIIAL U.K. 110% of FIIAL U.K.'s costs incurred with
providing investment management services.

FMR entered into the sub-advisory agreements described above with respect
to Diversified International September 16, 1992, and with International
Growth & Income, Overseas, Worldwide, Emerging Markets, Europe,
Pacific Basin, and Canada on March 1, 1992 following shareholder approval
of the agreements on February 19, 1992. FMR entered into the sub-advisory
agreements described above with respect to Japan on July 16, 1992, with
respect to Latin America and Southeast Asia on March 18, 1993, and with
respect to Europe Capital Appreciation on November 18, 1993.
Prior to March 1, 1992, FMR had sub-advisory agreements with FMR Far
East on behalf of the funds and FMR U.K. on behalf of the
funds pursuant to which FMR Far East and FMR U.K. provided FMR with
investment advice and research services. Under those agreements, FMR Far
East and FMR U.K. were compensated for their services according to the same
formulas as they are compensated currently for providing investment advice
and research services.
The fees paid to FMR U.K. and FMR Far East for fiscal 1993, 1992, and 1991
are set forth below.
FEES PAID TO FOREIGN SUB-ADVISERS
FEES PAID TO FMR U.K. FEES PAID TO FMR FAR EAST

1993 1992 1991 1993 1992 1991

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C>
Diversified International 1
$ 25,908 $ 6,0541 $ N/A $ 39,692 $ 4,9281 $ N/A

International Growth & Income
58,672 16,110 26,000 91,684 14,428 27,000

Overseas
281,303 324,410 639,000 53,000 288,806 612,000

Worldwide
22,728 17,586 53,000 34,227 15,709 55,000

Canada
36 0 0 53 0 0

Europe
62,586 113,716 246,000 0 0 0

Japan 2
0 0 N/A 35,955 0 N/A

Pacific Basin
67,972 0 0 102,379 31,155 72,000

Emerging Markets 3
32,294 N/A N/A 51,641 N/A N/A

Latin America 4
0 N/A N/A 20,076 N/A N/A

Southeast Asia 4
0 N/A N/A 30,403 N/A N/A

</TABLE>

1 From December 27, 1991 (commencement of operations) through October
31, 1992.
2 From September 15, 1992 (commencement of operations) through October
31, 1992.
3 From November 1, 1990 (commencement of operations) through October
31, 1991.
4 From April 19, 1993 (commencement of operations) through October 31,
1993.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC is transfer, dividend disbursing, and shareholders' servicing agent for
the funds. Under the trust's contract with FSC, each fund pays an annual
fee of $25.50 per basic retail account with a balance of $5,000 or more;
$15.00 per basic retail account with a balance of less than $5,000; and a
supplemental activity charge of $5.61 for 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 funds.
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.
Transfer agent fees paid to FSC for the fiscal periods ended October 31,
1993, 1992, and 1991 are shown in the table below.
TRANSFER AGENT FEES PAID TO FSC
FISCAL FISCAL FISCAL

1993 1992 1991

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Diversified International $ 486,053 $ 124,268 $ N/A

International Growth & Income 1,303,282 242,518 169,718

Overseas 3,518,007 3,066,851 3,165,394

Worldwide 579,654 421,749 454,122

Canada 466,176 102,105 85,849

Europe 2,017,635 1,319,523 1,239,196

Japan 546,438 6281 N/A

Pacific Basin 1,064,457 477,691 455,920

Emerging Markets 782,066 45,901 22,1112

Latin America 351,5933 N/A N/A

Southeast Asia 469,2803 N/A N/A

</TABLE>

1 From September 15, 1992 (commencement of operations) through October
31, 1992.
2 From November 1, 1990 (commencement of operations) through October
31, 1991.
3 From April 19, 1993 (commencement of operations) through October 31,
1993.
The trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine each fund's net asset value per share
and dividends and maintain each fund's accounting records. Prior to July 1,
1991, the annual fee for these pricing and bookkeeping services was based
on two schedules, one pertaining to each fund's average net assets, and one
pertaining to the type and number of transactions the fund made. The fee
rates in effect as of July 1, 1991 are based on each fund's average net
assets, specifically, .06% for the first $500 million of average net assets
and .03% for average net assets in excess of $500 million. The fee is
limited to a minimum of $45,000 and a maximum of $750,000 per year.
Pricing and bookkeeping fees paid to FSC for fiscal 199 3 ,
199 2, and 199 1 are shown in the table below.
PRICING AND BOOKKEEPING FEES PAID TO FSC
FISCAL FISCAL FISCAL

1993 1992 1991

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Diversified International $ 80,790 $ 38,296 $ N/A

International Growth & Income 161,316 45,503 62,853

Overseas 474,717 426,747 429,098

Worldwide 91,854 64,800 127,218

Canada 51,311 45,206 51,990

Europe 297,155 207,346 202,343

Japan 77,908 4,3001 N/A

Pacific Basin 153,830 62,422 110,943

Emerging Markets 101,833 45,611 33,3062

Latin America 44,8533 N/A N/A

Southeast Asia 49,4863 N/A N/A

</TABLE>

1 From September 15, 1992 (commencement of operations) through October
31, 1992.
2 From November 1, 1990 (commencement of operations) through October
31, 1991.
3 From April 19, 1992 (commencement of operations) through October 31,
1993.
Each 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 funds, which are continuously
offered. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FDC. During fiscal 199 3 ,
199 2 , and 199 1 , FDC received sales charge revenue and
deferred sales charge revenue (for International Growth & Income,
Canada, Europe, and Pacific Basin) as indicated in the table on page 56.
PAID TO FDC
SALES CHARGE REVENUE DEFERRED SALES CHARGE REVENUE

FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL

1993 1992 1991 1993 1992 1991

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Diversified
International N/A N/A N/A N/A N/A N/A

International Growth
& Income $87,704 $158,552 $108,477 $29,135 $37,682 $31,757

Overseas 1,367,026 1,127,543 1,411,217 N/A N/A N/A

Worldwide 109,770 68,687* N/A N/A N/A N/A

Canada 50,670 95,727 83,595 12,252 14,661 16,950

Europe 2,116,938 2,834,705 724,229 213,896 313,139 482,844

Japan N/A N/A N/A N/A N/A N/A

Pacific Basin 2,239,532 716,574 554,803 56,119 103,024 96,194

Emerging Markets 103,572 137,405 119,807 N/A N/A N/A

Latin America N/A N/A N/A N/A N/A N/A

Southeast Asia N/A N/A N/A N/A N/A N/A

</TABLE>

* During the period July 1, 1992 through October 31, 1993.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Diversified International, Fidelity
International Growth & Income Fund, Fidelity Overseas Fund, Fidelity
Worldwide Fund, Fidelity Canada Fund, Fidelity Europe Fund, Fidelity
Europe Capital Appreciation, Fidelity Japan Fund, Fidelity Pacific
Basin Fund, Fidelity Emerging Markets Fund, Fidelity Latin America Fund,
and Fidelity Southeast Asia Fund are funds 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. There is a
remote possibility that one fund might become liable for any misstatement
in its prospectus or statement of additional information about another
fund.

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 a Trustee
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 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 Diversified International,
International Growth & Income, Overseas, Worldwide, Europe, Europe
Capital Appreciation, Japan, Pacific Basin, Emerging Markets and Southeast
Asia. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of the Canada and Latin America.
The custodian is responsible for the safekeeping of the funds' assets and
the appointment of subcustodian banks and clearing agencies. 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 various banks,
including banks serving as custodians for certain of the funds advised by
FMR. The Boston branch of Brown Brothers Harriman & Co. leases its
office space from an affiliate of FMR at a lease payment which, when
entered into, was consistent with prevailing market rates. Transactions
that have occurred to date include mortgages and personal and general
business loans. In the judgment of FMR, the terms and conditions of those
transactions were not influenced by existing or potential custodial or
other fund relationships.
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, One Post Office Square, Boston,
Massachusetts serves as independent accountant to Diversified
International, International Growth & Income, Overseas, Worldwide,
Canada, Europe, Japan, Pacific Basin, and Emerging Markets. Price
Waterhouse, 160 Federal Street, Boston, Massachusetts serves as independent
accountant to Europe Capital Appreciation, Latin America and Southeast
Asia. The auditors examine financial statements for the funds and provides
other audit, tax, and related services.
FINANCIAL STATEMENTS
The funds' Annual Report (except for Europe Capital Appreciation Fund which
commenced operations on December 4, 1993), for the fiscal year ended
October 31, 1993 is a separate report supplied with this Statement of
Additional Information and is incorporated herein by reference.
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.
AA - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
A - Bonds rated A possess many favorable investment attributes and are to
be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
BAA - Bonds rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA - Bonds rated Ba are judged to have speculative elements. Their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance of
other terms of the contract over any long period of time may be small.
CAA - Bonds rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.
CA - Bonds rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked
short-comings.
C - Bonds rated C are the lowest rated class of bonds and 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.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) The unaudited semi-annual financial highlights and
financial statements for Fidelity Europe Capital Appreciation Fund
for the fiscal period ended April 30, 1994 are incorporated by reference
into the fund's Statement of Additional Information and filed
herein as Exhibit 24 (a).
(b) Exhibits:
(1) (a) Declaration of Trust dated April 20, 1984 is incorporated herein by
reference to Exhibit 1 to Registration Statement No. 2-90649.
(b) Amended and Restated Declaration of Trust dated August 2, 1984 is
incorporated herein by reference to Exhibit 1(b) to Pre-Effective Amendment
No. 1.
(c) Supplement to the Declaration of Trust dated October 18, 1984 is
incorporated herein by reference to Exhibit 1(c) to Pre-Effective Amendment
No 2.
(d) Supplement to the Declaration of Trust dated November 1, 1986 is
incorporated herein by reference to Exhibit 1(d) to Post-Effective
Amendment No. 6.
(e) Supplement to the Declaration of Trust dated December 3, 1987 is
incorporated herein by reference to Exhibit 1(e) to Post-Effective
Amendment No. 11.
(f) Supplement to the Declaration of Trust dated November 1, 1988 is
incorporated herein by reference to Exhibit 1(f) to Post-Effective No. 18.
(g) Supplement to the Declaration of Trust dated November 1, 1989 is
incorporated herein by reference to Exhibit 1(g) to Post-Effective
Amendment No. 19.
(2) By-Laws of the Trust are incorporated herein by reference to Exhibit 2
to Registration Statement No. 2-90649.
(a) Supplement to the By-Laws of the Trust is incorporated herein by
reference to Exhibit 2(a) to Post-Effective Amendment No. 16.
(3) Not applicable.
(4) Not applicable.
(5) (a) Management Contract between Fidelity Emerging Markets Fund
(formerly "Fidelity International Opportunities Fund") and Fidelity
Management & Research Company dated March 1, 1992 is incorporated
herein by reference to Exhibit 5(c) to Post-Effective Amendment No. 38.
(b) Management Contract between Fidelity Overseas Fund and Fidelity
Management & Research Company dated March 1, 1992 is incorporated
herein by reference to Exhibit 5(g) to Post-Effective Amendment No. 38.
(c) Management Contract between Fidelity Worldwide Fund and Fidelity
Management & Research Company dated March 1, 1992 is incorporated
herein by reference to Exhibit 5(h) to Post-Effective Amendment No. 38.
(d) Management Contract between Fidelity International Growth & Income
Fund and Fidelity Management & Research Company dated March 1, 1992 is
incorporated herein by reference to Exhibit 5(i) to Post-Effective
Amendment No. 38.
(e) Management Contract between Fidelity Canada Fund and Fidelity
Management & Research Company dated March 1, 1992 is incorporated
herein by reference to Exhibit 5(j) to Post-Effective Amendment No. 38.
(f) Management Contract between Fidelity Europe Fund and Fidelity
Management & Research Company dated March 1, 1992 is incorporated
herein by reference to Exhibit 5(k) to Post-Effective Amendment No. 38.
(g) Management Contract between Fidelity Pacific Basin Fund and Fidelity
Management & Research Company dated March 1, 1992 is incorporated
herein by reference to Exhibit 5(l) to Post-Effective Amendment No. 38.
(h) Management Contract between Fidelity Diversified International Fund and
Fidelity Management & Research Company dated October 1, 1992 is
incorporated herein by reference to Exhibit 5(a) to Post-Effective
Amendment No. 41.
(i) Form of Management Contract between Fidelity Global Bond Fund and
Fidelity Management & Research Company was filed as Exhibit 5(b) to
Post-Effective Amendment No. 38.
(j) Form of Management Contract between Fidelity Short-Term World Income
Fund and Fidelity Management & Research Company was filed as Exhibit
5(d) to Post-Effective Amendment No. 38.
(k) Management Contract between Fidelity Japan Fund and Fidelity Management
& Research Company dated July 16, 1992 is incorporated herein by
reference to Exhibit 5(k) to Post-Effective Amendment No. 51.
(l) Management Contract between Fidelity Latin America Fund and Fidelity
Management & Research Company dated March 18, 1993 is incorporated
herein by reference to Exhibit 5(l) to Post-Effective Amendment No. 48.
(m) Management Contract between Fidelity Southeast Asia Fund and Fidelity
Management & Research Company dated March 18, 1993 is incorporated
herein by reference to Exhibit 5(m) to Post-Effective Amendment No. 48.
(n) Management Contract between Fidelity New Markets Income Fund and
Fidelity Management & Research Company dated April 15, 1993 is
incorporated herein by reference to Exhibit 5(n) to Post-Effective
Amendment No. 48.
(o) Management Contract between Fidelity Europe Capital Appreciation Fund
and Fidelity Management & Research Company dated November 18, 1993 is
incorporated herein by reference to Exhibit 5(o) to Post-Effective
Amendment No. 51.
(p) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Diversified International Fund dated October 1, 1992 is
incorporated herein by reference to Exhibit 5(p) to Post-Effective
Amendment No. 51.
(q) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Overseas Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(o) to Post-Effective Amendment No. 38.
(r) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Europe Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(p) to Post-Effective Amendment No. 38.
(s) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Pacific Basin Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(q) to Post-Effective Amendment No. 38.
(t) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Canada Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(r) to Post-Effective Amendment No. 38.
(u) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity International Growth & Income Fund dated April 1, 1992 is
incorporated herein by reference to Exhibit 5(s) to Post-Effective
Amendment No. 38.
(v) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Worldwide Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(t) to Post-Effective Amendment No. 38.
(w) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Emerging Markets Fund (formerly "Fidelity International
Opportunities Fund") dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(u) to Post-Effective Amendment No. 38.
(x) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Global Bond Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(v) to Post-Amendment No. 38.
(y) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Short-Term World Income Fund dated April 1, 1992 is incorporated
herein by reference to Exhibit 5(w) to Post-Effective Amendment No. 38.
(z) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Japan Fund dated July 16, 1992 is incorporated herein by reference
to Exhibit 5(z) to Post-Effective Amendment No. 53.
(aa) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Latin America Fund dated March 18, 1993 is incorporated herein by
reference to Exhibit 5(z) to Post-Effective Amendment No. 48.
(bb) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Southeast Asia Fund dated March 18, 1993 is incorporated herein by
reference to Exhibit 5(aa) to Post-Effective Amendment No. 48.
(cc) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity New Markets Income Fund dated April 15, 1993 is incorporated
herein by reference to Exhibit 5(bb) to Post-Effective Amendment No. 48.
(dd) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
Fidelity Europe Capital Appreciation Fund dated November 18, 1993 is
incorporated herein by reference to Exhibit 5(dd) to Post- Effective
Amendment No. 53.
(ee) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Overseas Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(x) to Post-Effective Amendment No. 38.
(ff) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Europe Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(y) to Post-Effective Amendment No. 38.
(gg) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Pacific Basin Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(z) to Post-Effective Amendment No. 38.
(hh) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Canada Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(aa) to Post-Effective Amendment No. 38.
(ii) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity International Growth & Income Fund dated April 1, 1992 is
incorporated herein by reference to Exhibit 5(bb) to Post-Effective
Amendment No. 38.
(jj) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Worldwide Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(cc) to Post-Effective Amendment No. 38.
(kk) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Emerging Markets Fund (formerly "Fidelity International
Opportunities Fund") dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(dd) to Post-Effective Amendment No. 38.
(ll) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Global Bond Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(ee) to Post-Effective Amendment No. 38.
(mm) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) on behalf of Fidelity
Short-Term World Income Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(ff) to Post-Effective Amendment No. 38.
(nn) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Diversified International Fund dated October 1, 1992 is
incorporated herein to Exhibit 5(nn) to Post-Effective Amendment No. 51.
(oo) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Japan Fund dated July 16, 1992 is incorporated herein by reference
to Exhibit 5(oo) to Post Effective Amendment No. 53.
(pp) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Latin America Fund is incorporated herein by reference to Exhibit
5(nn) to Post-Effective Amendment No. 48.
(qq) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Southeast Asia Fund dated March 18, 1993 is incorporated herein by
reference to Exhibit 5(oo) to Post-Effective Amendment No. 48.
(rr) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. dated April 15,
1993 on behalf of Fidelity New Markets Income Fund dated April 15, 1993, is
incorporated herein by reference to Exhibit 5(pp) to Post-Effective
Amendment No. 48.
(ss) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of
Fidelity Europe Capital Appreciation Fund dated November 18, 1993 is
incorporated herein by reference to Exhibit 5(ss) to Post- Effective
Amendment No. 53.
(tt) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Overseas Fund dated April 1, 1992 is incorporated herein
by reference to Exhibit 5(gg) to Post-Effective Amendment No. 38.
(uu) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Europe Fund dated April 1, 1992 is incorporated herein
by reference to Exhibit 5(hh) to Post-Effective Amendment No. 38.
(vv) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Pacific Basin Fund dated April 1, 1992 is incorporated
herein by reference to Exhibit 5(ii) to Post-Effective Amendment No. 38.
(ww) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Canada Fund dated April 1, 1992 is incorporated herein
by reference to Exhibit 5(jj) to Post-Effective Amendment No. 38.
(xx) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity International Growth & Income Fund dated April 1,
1992 is incorporated herein by reference to Exhibit 5(kk) to Post-Effective
Amendment No. 38.
(yy) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Worldwide Fund dated April 1, 1992 is incorporated
herein by reference to Exhibit 5(ll) to Post-Effective Amendment No. 38.
(zz) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Emerging Markets Fund (formerly "Fidelity International
Opportunities Fund") dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(mm) to Post-Effective Amendment No. 38.
(aaa) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Global Bond Fund dated April 1, 1992 is incorporated
herein by reference to Exhibit 5(nn) to Post-Effective Amendment No. 38.
(bbb) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Short-Term World Income Fund dated April 1, 1992 is
incorporated herein by reference to Exhibit 5(oo) to Post-Effective
Amendment No. 38.
(ccc) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Japan Fund dated July 16, 1992, is filed herein as
Exhibit 5(ccc).
(ddd) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Latin America Fund dated March 18, 1993, is filed herein
as Exhibit 5(ddd).
(eee) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Southeast Asia Fund dated March 18, 1993, is filed as
Exhibit 5(eee).
(fff) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity New Markets Income Fund was filed as Exhibit 5(fff) to
Post-Effective Amendment No. 50.
(ggg) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Europe Capital Appreciation Fund dated November 18,
1993, is filed herein as Exhibit 5(ggg).
(hhh) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Overseas Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(pp) to Post-Effective Amendment No. 38.
(iii) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Europe Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(qq) to Post-Effective Amendment No. 38.
(jjj) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Pacific Basin Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(rr) to Post-Effective Amendment No. 38.
(kkk) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidel- ity International Investment Advisors on behalf of
Fidelity Canada Fund dated April 1, 1992 is incorporated herein
by reference to Exhibit 5(ss) to Post-Effective Amendment No. 38.
(lll) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity International Growth & Income Fund dated April 1, 1992 is
incorporated herein by reference to Exhibit 5(tt) to Post-Effective
Amendment No. 38.
(mmm) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Worldwide Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(uu) to Post-Effective Amendment No. 38.
(nnn) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Emerging Markets Fund (formerly "Fidelity International
Opportunities Fund") dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(vv) to Post-Effective Amendment No. 38.
(ooo) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Global Bond Fund dated April 1, 1992 is incorporated herein by
reference to Exhibit 5(ww) to Post-Effective Amendment No. 38.
(ppp) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Short-Term World Income Fund dated April 1, 1992 is incorporated
herein by reference to Exhibit 5(xx) to Post-Effective Amendment No. 38.
(qqq) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Japan Fund dated July 16, 1992, is filed herein as exhibit 5(qqq).
(rrr) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Latin America Fund dated March 18, 1993 is incorporated herein by
reference as Exhibit 5(rrr) to Post-Effective amendment No. 51.
(sss) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Southeast Asia Fund dated March 18, 1993 is incorporated herein by
reference as Exhibit 5(sss) to Post-Effective Amendment No. 51.
(ttt) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity New Markets Income Fund was filed as Exhibit 5(ttt) to
Post-Effective Amendment No. 50.

(uuu) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Europe Capital Appreciation Fund dated November 18, 1993, is
filed herein as exhibit 5(uuu).

(vvv) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company and Fidelity Investments Japan Limited on behalf of
Fidelity Southeast Asia Fund was filed as Exhibit 5(i) to Post-Effective
Amendment No. 42.
(www) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company and Fidelity Investments Japan Limited on behalf of
Fidelity New Markets Income Fund was filed as Exhibit 5(rrr) to
Post-Effective Amendment No. 45.
(xxx) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity International Investment Advisors on behalf of
Fidelity Diversified International Fund dated October 1, 1992 is
incorporated herein by reference as Exhibit 5(xxx) to Post-Effective
Amendment No. 51.
(yyy) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Fidelity Diversified International Fund dated October 1, 1992 is
incorporated herein by reference as Exhibit 5(yyy) to Post-Effective
Amendment No. 51.
(6) (a) General Distribution Agreement between Fidelity Overseas Fund and
Fidelity Distributors Corporation dated April 1, 1987 is incorporated
herein by reference to Exhibit 6(a) to Post-Effective Amendment No. 11.
(b) General Distribution Agreement between Fidelity Europe Fund and
Fidelity Distributors Corporation dated April 1, 1987 is incorporated
herein by reference to Exhibit 6(b) to Post-Effective Amendment No. 11.
(c) General Distribution Agreement between Fidelity Pacific Basin Fund and
Fidelity Distributors Corporation dated April 1, 1987 is incorporated
herein by reference to Exhibit 6(c) to Post-Effective Amendment No. 11.
(d) General Distribution Agreement between Fidelity International Growth
& Income Fund and Fidelity Distributors Corporation dated April 1, 1987
is incorporated herein by reference to Exhibit 6(d) to Post-Effective
Amendment No. 11.
(e) General Distribution Agreement between Fidelity Global Bond Fund and
Fidelity Distributors Corporation dated April 1, 1987 is incorporated
herein by reference to Exhibit 6(e) to Post-Effective Amendment No. 11.
(f) General Distribution Agreement between Fidelity Canada Fund and
Fidelity Distributors Corporation dated November 14, 1987 is incorporated
herein by reference to Exhibit 6(f) to Post-Effective Amendment No. 11.
(g) Amendment to General Distribution Agreement between Registrant and
Fidelity Distributors Corporation dated January 1, 1988 is incorporated
herein by reference to Exhibit 6(h) to Post-Effective Amendment No. 12.
(h) General Distribution Agreement between Fidelity Worldwide Fund and
Fidelity Distributors Corporation dated May 19, 1990 is incorporated herein
by reference to Exhibit 6(h) to Post-Effective Amendment No. 24.
(i) General Distribution Agreement between Fidelity Emerging Markets Fund
(formerly "Fidelity International Opportunities Fund") and Fidelity
Distributors Corporation dated September 30, 1990 is incorporated herein by
reference to Exhibit 6(i) to Post-Effective Amendment No. 24.
(j) General Distribution Agreement between Fidelity Short-Term World Income
Fund and Fidelity Distributors Corporation dated September 20, 1991 is
incorporated by reference to Exhibit 6(j) to Post-Effective Amendment No.
44.
(k) General Distribution Agreement between Fidelity Diversified
International Fund and Fidelity Distributors Corporation dated December 12,
1991 is incorporated herein by reference to Exhibit 6(k) to Post-Effective
Amendment No. 38.
(l) General Distribution Agreement between Fidelity Japan Fund and Fidelity
Distributors Corporation dated July 16, 1992, is filed herein as Exhibit
6(l).
(m) General Distribution Agreement between Fidelity Latin America Fund and
Fidelity Distributors Corporation dated March 18, 1993, is filed herein as
Exhibit 6(m).
(n) General Distribution Agreement between Fidelity Southeast Asia Fund and
Fidelity Distributors Corporation dated March 18, 1993, is filed herein as
Exhibit 6(n).
(o) General Distribution Agreement between Fidelity New Markets Income Fund
and Fidelity Distributors Corporation was filed as Exhibit 6(o) to
Post-Effective Amendment No. 50.
(p) General Distribution Agreement between Fidelity Europe Capital
Appreciation Fund and Fidelity Distributors Corporation dated November 18,
1993, is filed herein as Exhibit 6(p).
(7) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, is incorporated herein by
reference to Exhibit 7 to Post-Effective Amendment No. 29.
(8)(a) Custodian Agreement between Fidelity Investment Trust and the Chase
Manhattan Bank, N.A. dated July 18, 1991 is incorporated herein by
reference to Exhibit 8(a) to Post-Effective Amendment No. 38.
(9) (a) Amended Service Agreement between the Registrant, FMR Corp., and
Fidelity Service Co. dated June 1, 1989 is incorporated herein by reference
to Exhibit 9(a) to Post-Effective Amendment No. 18.
(b) Schedules A, B, and C to the Amended Service Agreement for Fidelity
Europe Fund, dated June 1, 1989, are incorporated herein by reference to
Exhibit 9(b) to Post-Effective Amendment No. 18.
(c) Schedules A, B, and C to the Amended Service Agreement for Fidelity
Pacific Basin Fund, dated June 1, 1989, are incorporated herein by
reference to Exhibit 9(c) to Post-Effective Amendment No. 18.
(d) Schedules A, B, and C to the Amended Service Agreement for Fidelity
International Growth & Income Fund, dated June 1, 1989, are
incorporated herein by reference to Exhibit 9(d) to Post-Effective
Amendment No. 18.
(e) Schedules A, B, and C to the Amended Service Agreement for Fidelity
Global Bond Fund, dated June 1, 1989, are incorporated herein by reference
to Exhibit 9(e) to Post-Effective Amendment No. 18.
(f) Schedules A, B, and C to the Amended Service Agreement for Fidelity
Canada Fund, dated June 1, 1989, are incorporated herein by reference to
Exhibit 9(f) to Post-Effective Amendment No. 18.
(g) Schedules A, B, and C to the Amended Service Agreement for Fidelity
Overseas Fund, dated June 1, 1989, are incorporated herein by reference to
Exhibit 9(g) to Post-Effective Amendment No. 18.
(h) Schedules A, B, and C to the Amended Service Agreement for Fidelity
Worldwide Fund, dated May 19, 1990, are incorporated herein by reference to
Exhibit 9(h) to Post-Effective Amendment No. 24.
(i) Schedules A, B, and C to the Amended Service Agreement for Fidelity
Emerging Markets Fund (formerly "Fidelity International Opportunities
Fund"), dated September 30, 1990, are incorporated herein by reference to
Exhibit 9(i) to Post-Effective Amendment No. 24.
(j) Form of Schedules A, B, and C to the Amended Service Agreement for
Fidelity Short-Term World Income Fund was filed as Exhibit 9(j) to
Post-Effective Amendment No. 27.
(k) Form of Schedules A, B, and C to the Amended Service Agreement for
Fidelity Diversified International Fund was filed as Exhibit 9(k) to
Post-Effective Amendment No. 29.
(l) Form of Schedules A, B, and C to the Amended Service Agreement for
Fidelity Japan Fund was filed as Exhibit 9(l) to Post-Effective Amendment
No. 35.
(n) Form of Schedules A, B, and C to the Amended Service Agreement for
Fidelity Latin America Fund was filed as Exhibit 9(a) to Post-Effective
Amendment No. 42.
(o) Form of Schedules A, B, and C to the Amended Service Agreement for
Fidelity Southeast Asia Fund was filed as Exhibit 9(b) to Post-Effective
Amendment No. 42.
(p) Form of Schedules A, B, and C to the Amended Service Agreement for
Fidelity New Markets Income Fund was filed as Exhibit 9(p) to
Post-Effective Amendment No. 45.
(q) Form of Schedules A, B, and C to the Amended Service Agreement for
Fidelity Europe Capital Appreciation Fund was filed as Exhibit 9(q) to
Post-Effective Amendment No. 49.
(10) Not applicable.
(11) Not applicable.
(12) Not applicable.
(13) Not applicable.
(14)(a) Fidelity Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, is incorporated herein by
reference to Exhibit 14(a) to Post-Effective Amendment No. 38.
(b) Fidelity Defined Contribution Retirement Plan and Trust
Agreement, as currently in effect, is incorporated herein by reference to
Exhibit 14(c) to Post-Effective Amendment No. 23.
(c) Fidelity Defined Benefit Pension Plan and Trust, as currently in
effect, is incorporated herein by reference to Exhibit 14(d) to
Post-Effective Amendment No. 23.
(d) Fidelity 401(a) Prototype Plan for Tax-Exempt Employers, as
currently in effect, is incorporated herein by reference to Exhibit 14(e)
to Post-Effective Amendment No. 23.
(e) Fidelity Group Individual Retirement Account Custodial Agreement
and Disclosure Statement, as currently in effect, is incorporated herein by
reference to Exhibit 14(g) to Post-Effective Amendment No. 23.
(f) Fidelity Master Plan for Savings and Investments, as currently in
effect, is incorporated herein by reference to Exhibit 14(f) to
Post-Effective Amendment No. 27.
(g) Fidelity 403(b)(7) Custodial Agreement, as currently in effect,
is incorporated herein by reference to Exhibit 14(g) to Post-Effective
Amendment No. 27.
(15) (a) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Global Bond Fund is incorporated herein by reference to Exhibit 15 to
Post-Effective Amendment No. 7.
(b) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Short-Term World Income Fund is incorporated herein by reference to Exhibit
15(b) to Post-Effective Amendment No. 27.
(c) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity New
Markets Income Fund is incorporated herein by reference to Exhibit 15(c) to
Post-Effective Amendment No. 45.
(16) (a) A schedule for computation of performance quotations is
incorporated herein by reference to Exhibit 16 to Post-Effective Amendment
No. 16.
(b) A schedule for computation of performance quotations regarding
adjusted net asset value is incorporated herein by reference to Exhibit
16(b) to Post-Effective Amendment No. 43
(c) Backup for the computation of moving averages for Europe Fund
is incorporated herein by reference to Exhibit 16(c) to Post-Effective
Amendment No. 53.
.
Item 25. Persons Controlled by or Under Common Control with Registrant
The Board of Trustees of Registrant is the same as the Board of Trustees
of other funds advised by FMR, each of which has Fidelity Management &
Research Company as its investment adviser. In addition, the officers of
these funds are substantially identical. Nonetheless, Registrant takes the
position that it is not under common control with these other funds since
the power residing in the respective boards and officers arises as the
result of an official position with the respective funds.
Item 26. Number of Holders of Securities: April 1994
Title of Class: Shares of Beneficial Interest
Name of Series Number of Record Holders

Fidelity Overseas Fund 357,666

Fidelity Europe Fund 63,640

Fidelity Pacific Basin Fund 65,533

Fidelity International Growth & Income Fund 151,202

Fidelity Global Bond Fund 42,487

Fidelity Canada Fund 25,608

Fidelity Worldwide Fund 52,778

Fidelity Emerging Markets Fund 197,528

Fidelity New Markets Income Fund 22,611

Fidelity Short-Term World Income Fund 22,308

Fidelity Diversified International Fund 35,080

Fidelity Japan Fund 35,804

Fidelity Diversified Global Fund 0

Fidelity Latin America Fund 95,250

Fidelity Southeast Asia Fund 99,788

Fidelity Europe Capital Appreciation Fund 25,688

Item 27. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer. It states that the
Registrant shall indemnify any present or past Trustee, or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action, suit or
proceeding in which he is involved by virtue of his service as a trustee,
an officer, or both. Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification. Indemnification will
not be provided in certain circumstances, however. These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.
Item 28. Business and Other Connections of Investment Adviser
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman of the Executive Committee of FMR; President
and Chief Executive Officer of FMR Corp.; Chairman of
the Board and a Director of FMR, FMR Corp., FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.)
Inc. and Fidelity Management & Research (Far East)
Inc.; President and Trustee of funds advised by FMR;

J. Gary Burkhead President of FMR; Managing Director of FMR Corp.;
President and a Director of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc. and Fidelity
Management & Research (Far East) Inc.; Senior Vice
President and Trustee of funds advised by FMR.

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

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

Stephan Campbell Vice President of FMR (1993).

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

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

Scott DeSano Vice President of FMR (1993).

Penelope Dobkin Vice President of FMR (1990) and of a fund advised by
FMR.

Larry Domash Vice President of FMR (1993).

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

Charles F. Dornbush Senior Vice President of FMR (1991); Chief Financial
Officer of the Fidelity funds; Treasurer of FMR Texas Inc.
(1989), Fidelity Management & Research (U.K.) Inc.,
and Fidelity Management & Research (Far East) Inc.

Robert K. Duby Vice President of FMR.

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

Kathryn L. Eklund Vice President of FMR (1991).

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

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

Gary L. French Vice President of FMR (1991) and Treasurer of the funds
advised by FMR (1991). Prior to assuming the position as
Treasurer he was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991)
(Vice President, 1990-1991); and Senior Vice President,
Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).

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

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

William J. Hayes Senior Vice President of FMR (1989); Income/Growth
Group Leader (1990) and International Group Leader
(1990).

Robert Haber Vice President of FMR (1991) and of funds advised by
FMR.

Daniel Harmetz Vice President of FMR (1991) and of a fund advised by
FMR.

Ellen S. Heller Vice President of FMR (1991).

</TABLE>

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

Robert F. Hill Vice President of FMR (1989); and Director of Technical
Research.

Stephan Jonas Vice President of FMR (1993).

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

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

Frank Knox Vice President of FMR (1993).

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

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

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

Bradford E. Lewis Vice President of FMR (1991) and of funds advised by
FMR.

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

David Murphy Vice President of FMR (1991) and of funds advised by
FMR.

Jacques Perold Vice President of FMR (1991).

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

Anne Punzak Vice President of FMR (1990) and of funds advised by
FMR.

Richard A. Spillane Vice President of FMR (1990) and of funds advised by
FMR; and Director of Equity Research (1989).

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

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

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

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

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

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

Robert Tucket Vice President of FMR (1993).

George A. Vanderheiden Senior Vice President of FMR; Vice President of funds
advised by FMR; and Growth Group Leader (1990).

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

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

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

</TABLE>

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

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR U.K.; Chairman of the Executive
Committee of FMR; Chief Executive Officer of FMR Corp.;
Chairman of the Board and a Director of FMR, FMR Corp., FMR
Texas Inc. (1989), and Fidelity Management & Research (Far
East) Inc.; President and Trustee of funds advised by FMR.

J. Gary Burkhead President and Director of FMR U.K.; President of FMR; Managing
Director of FMR Corp.; President and a Director of FMR Texas Inc.
(1989) and Fidelity Management & Research (Far East) Inc.;
Senior Vice President and Trustee (1987) of funds advised by FMR.

Richard C. Habermann Senior Vice President of FMR U.K. (1991); Senior Vice President of
Fidelity Management & Research (Far East) Inc. (1991);
Director of Worldwide Research of FMR (1989).

Charles F. Dornbush Treasurer of FMR U.K.; Treasurer of Fidelity Management &
Research (Far East) Inc.; Treasurer of FMR Texas Inc. (1989);
Senior Vice President and Chief Financial Officer of the Fidelity
funds.

David Weinstein Clerk of FMR U.K. (1989); Clerk of Fidelity Management &
Research (Far East) Inc. (1989); Secretary of FMR Texas Inc.
(1989).

</TABLE>

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

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR Far East; Chairman of the Executive
Committee of FMR; Chief Executive Officer of FMR Corp.;
Chairman of the Board and a Director of FMR, FMR Corp., FMR
Texas Inc. (1989) and Fidelity Management & Research (U.K.)
Inc.; President and Trustee of funds advised by FMR.

J. Gary Burkhead President and Director of FMR Far East; President of FMR;
Managing Director of FMR Corp.; President and a Director of FMR
Texas Inc. (1989) and Fidelity Management & Research (U.K.)
Inc.; Senior Vice President and Trustee (1987) of funds advised by
FMR.

Richard C. Habermann Senior Vice President of FMR Far East (1991); Senior Vice President
of Fidelity Management & Research (U.K.) Inc. (1991);
Director of Worldwide Research of FMR (1989).

William R. Ebsworth Vice President of FMR Far East.

Charles F. Dornbush Treasurer of FMR Far East; Treasurer of Fidelity Management
& Research (U.K.) Inc.; Treasurer of FMR Texas Inc. (1989);
Senior Vice President and Chief Financial Officer of the Fidelity
funds.

David C. Weinstein Clerk of FMR Far East (1989); Clerk of Fidelity Management &
Research (U.K.) Inc. (1989); Secretary of FMR Texas Inc. (1989).

</TABLE>

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

<TABLE>
<CAPTION>
<S> <C>
Anthony Bolton Director of FIIA and FIIAL (U.K.) (1989); Director of Fidelity
International Management Holdings Limited.

Martin P. Cambridge Director of FIIA (1989)and FIIAL (U.K.) (1990); Chief Financial
Officer of Fidelity International Ltd. (1989) and Fidelity Investment
Services Ltd. (1987-1989).

Kirk Caza Vice President of FIIA (1991).

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

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

Geoffrey J. Mansfield Director of FIIA (1990).

Frank Mutch Assistant Secretary of FIIA.

David J. Saul President, Director, and Controller of FIIA (1989); Director of
Fidelity International Limited.

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

Toshiaki Wakabayashi Director of FIIA (1989); Executive Vice President and Director of
FIIAL (Japan).

</TABLE>

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

<TABLE>
<CAPTION>
<S> <C>
Anthony Bolton Director of FIIAL (U.K.) and FIIA (1989); Director of Fidelity
International Management Holdings Limited (1980).

Martin P. Cambridge Director and Secretary of FIIAL (U.K.) (1990) and FIIA (1989);
Chief Financial Officer of Fidelity International Ltd. (1989) and
Fidelity Investment Services Ltd. (1987-1989).

C. Bruce Johnstone Director of FIIAL (U.K.) (1991).

</TABLE>

(6) FIDELITY INVESTMENTS JAPAN LIMITED
Hibiya Park Building, 1-8-1 Yuraku-cho, Chiyoda-Ku, Tokyo, Japan
The directors and officers of Fidelity Investments Japan Limited have
held, during the past two fiscal years, the following positions of a
substantial nature.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR Far East; Chairman of the
Executive Committee of FMR; Chief Executive Officer of FMR
Corp.; Chairman of the Board and a Director of FMR, FMR Corp.,
FMR Texas Inc. (1989) and Fidelity Management & Research
(U.K.) Inc.; President and Trustee of funds advised by FMR.

Glen R. Moreno President of Fidelity International Limited; Chairman of Fidelity
International Management Holdings Limited.

Yasuo Kuramoto Vice Chairman of Fidelity Investments Japan Limited (1988),
Chairman of Fidelity International Investment Advisors (Japan)
Limited (1991).

Yasukazu Akamatsu

Masaharu Izumi

Hiroshi Yamashita

Kozo Tango

Yoshiharu Okazaki President of Fidelity International Investment Advisors (Japan)
Limited (1992), Director of Fidelity Investments Japan Limited
(1989), Managing Director of Fidelity International Management
Holding Limited (1988-1992)

Takashi Kato

Nobuhide Kamiyama

Arthur M. Jesson

Noboru Kawai

Shinobu Kasaya

</TABLE>

Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (Distributors) acts as distributor
for most funds advised by FMR and the following other funds:
CrestFunds, Inc.
The Victory Funds
ARK Funds
(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* With Underwriter With Registrant

Edward C. Johnson 3d Director Trustee,
President

Nita B. Kincaid Director None

W. Humphrey Bogart Director None

Kurt A. Lange President None

Thomas W. Littauer Senior Vice President None

William J. Kearns Senior Vice President None

Harry Anderson Treasurer None

Arthur S. Loring Vice President and Clerk Secretary

* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity
Service Co., 82 Devonshire Street, Boston, MA 02109, or the funds'
respective custodians The Chase Manhattan Bank, 1211 Avenue of the
Americas, New York, N.Y. and Brown Brothers Harriman & Co., 40 Water
Street, Boston, MA.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) The Registrant on behalf of Fidelity Overseas Fund, Fidelity Europe
Fund, Fidelity Pacific Basin Fund, Fidelity International Growth &
Income Fund, Fidelity Global Bond Fund, Fidelity Canada Fund, Fidelity
Worldwide Fund, Fidelity Emerging Markets Fund, Fidelity New Markets Income
Fund, Fidelity Short-Term World Income Fund, Fidelity Diversified
International Fund, Fidelity Japan Fund, Fidelity Diversified Global Fund,
Fidelity Latin America Fund, Fidelity Southeast Asia Fund, and Fidelity
Europe Capital Appreciation Fund undertakes, provided the information
required by Item 5A is contained in the annual report, to furnish each
person to whom a prospectus has been delivered, upon their request and
without charge, a copy of the Registrant's latest annual report to
shareholders.
(b) The Registrant undertakes to file Post-Effective Amendments, using
financial statements which need not be certified, within six months of
Fidelity Diversified Global Fund's effectiveness.

(c) Each Registrant undertakes: 1) to call a meeting of shareholders for
the purpose of voting upon the question of removal of a trustee or
trustees, when requested to do so by record holders of not less than 10% of
its outstanding shares; and 2) to assist in communications with other
shareholders pursuant to Section 16(c)(1) and (2), whenever shareholders
meeting the qualifications set forth in 16(c) seek the opportunity to
communicate with other shareholders with a view toward requesting a
meeting.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 55 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 17th day
of June 1994.
FIDELITY INVESTMENT TRUST
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)

<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Edward C. Johnsons(dagger) President and Trustee June 17, 1994

Edward C. Johnson 3d (Principal Executive Officer)

</TABLE>

/s/ Gary L. French Treasurer June 17, 1994

Gary L. French

/s/ J. Gary Burkhead Trustee June 17, 1994

J. Gary Burkhead

/s/ Ralph F. Cox* Trustee June 17, 1994

Ralph F. Cox

/s/ Phyllis Burke Davis* Trustee June 17, 1994

Phyllis Burke Davis

/s/ Richard J. Flynn* Trustee June 17, 1994

Richard J. Flynn

/s/E. Bradley Jones* Trustee June 17, 1994

E. Bradley Jones

/s/ Donald J. Kirk* Trustee June 17, 1994

Donald J. Kirk

/s/ Peter S. Lynch* Trustee June 17, 1994

Peter S. Lynch

/s/ Edward H. Malone* Trustee June 17, 1994

Edward H. Malone

/s/Marvin L. Mann* Trustee June 17, 1994

Marvin L. Mann

/s/ Gerald C. McDonough* Trustee June 17, 1994

Gerald C. McDonough

/s/ Thomas R. Williams* Trustee June 17, 1994

Thomas R. Williams

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

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

</TABLE>

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

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

Edward C. Johnson 3d Peter S. Lynch

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

J. Gary Burkhead Edward H. Malone

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

Richard J. Flynn Gerald C. McDonough

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

E. Bradley Jones Thomas R. Williams

/s/Donald J. Kirk

Donald J. Kirk

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

</TABLE>

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

Edward C. Johnson 3d

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

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

</TABLE>

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

Ralph F. Cox

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

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

</TABLE>

Phyllis Burke Davis

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

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

</TABLE>

Marvin L. Mann

(2_FIDELITY_LOGOS)FIDELITY
INTERNATIONAL EQUITY
FUNDS
Broadly Diversified Funds
FIDELITY DIVERSIFIED INTERNATIONAL FUND
FIDELITY INTERNATIONAL GROWTH & INCOME FUND
FIDELITY OVERSEAS FUND
FIDELITY WORLDWIDE FUND
Regional/Single Country Funds
FIDELITY CANADA FUND
FIDELITY EUROPE FUND
FIDELITY EUROPE CAPITAL
APPRECIATION FUND
FIDELITY JAPAN FUND
FIDELITY PACIFIC BASIN FUND
Emerging Markets Funds
FIDELITY EMERGING MARKETS FUND
FIDELITY LATIN AMERICA FUND
FIDELITY SOUTHEAST ASIA FUND
SEMIANNUAL REPORT
APRIL 30, 1994
CANADA
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 96.5%
SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - 20.7%
CHEMICALS & PLASTICS - 5.6%
AT Plastics, Inc. 50,000 $ 302,849 00194710
Cominco Fertilizer Ltd. 50,000 940,189 20043C10
Dupont Canada Class A, Series 1 8,900 334,707 26590210
Intertape Polymer Group, Inc. 52,000 808,563 46091910
Maax, Inc. (b) 278,300 2,641,707 57777C10
Maax, Inc. (warrants) (b) 8,333 40,680 57777C11
NOVA Corp. of Alberta Class A 424,900 3,265,034 66977110
Tarxien Corp. 70,000 784,696 87651E20
Winpak Ltd. 30,000 515,296 97535P10
9,633,721
IRON & STEEL - 0.9%
Co-Steel, Inc. (sub.-vtg.) (b) 31,200 609,243 18975N10
Linamar Corp. 30,000 496,312 53278L10
Samuel Manu-Tech, Inc. 25,000 433,933 79606J10
Shaw Industries Ltd. Class A 6,300 54,676 82090420
1,594,164
METALS & MINING - 7.1%
Alcan Aluminium Ltd. 150,210 3,150,423 01371610
American Gem Corp. 30,000 107,398 0263E108
Cameco, Inc. 30,000 507,160 13321L10
Cominco Ltd. 123,200 1,882,259 20043510
Dia Met Minerals Ltd. (b) 28,000 559,413 25243K10
Kookaburra Resources Ltd. 150,000 234,324 50050D10
Noranda, Inc. 307,944 5,372,930 65542210
Southernera Resources Ltd. (b) 57,000 273,107 84390110
12,087,014
PAPER & FOREST PRODUCTS - 7.1%
Abitibi-Price, Inc. 175,900 2,083,143 00368010
Abitibi-Price, Inc. installment receipts (d) 9,200 49,071 00368070
Ainsworth Lumber Ltd. (b) 50,000 555,977 00891410
Avenor, Inc. 48,000 733,348 05356K10
Canfor Corp. 18,000 572,792 13790210
Domain Industries Ltd. Class B (non-vtg.),
Series 2 40,000 437,550 25703930
Donohue, Inc. Class B (b) 41,600 394,880 25804110
Fletcher Challenge Ltd.:
Class A 91,639 1,292,370 33932D10
Receipts 10,000 83,171 33932D20
International Forest Products Class A (b) 50,000 587,618 45953E10
Longview Fibre Co. 10,000 176,250 54321310
Merfin Hygenic Products Ltd. (b) 543,700 1,612,185 58950K10
Noranda Forest, Inc. (b) 177,000 1,664,135 65542L10
Norwall Group, Inc. 40,000 336,298 66920H10
Pacific Forest Products Ltd. 10,000 115,716 69428P10
Riverside Forest Products 56,100 1,024,463 76890410
Slocan Forest Products Ltd. 18,900 377,604 83158C10
12,096,571
TOTAL BASIC INDUSTRIES 35,411,470
CONGLOMERATES - 3.0%
Brascan Ltd. Class A 310,000 3,951,508 10550240
Federal Industries Ltd. Class A cv (b) 49,800 270,124 31345330
Suncor, Inc. 40,000 904,028 86722910
5,125,660
CONSTRUCTION & REAL ESTATE - 1.8%
BUILDING MATERIALS - 0.2%
Global Stone (b) 100,000 357,995 37936Q10
CONSTRUCTION - 0.6%
Firan Corp. (special warrants) (b)(c) 150,000 458,668 31809192
Royal Lepage Ltd. (b) 100,000 289,289 78033W10
Viceroy Homes Ltd. Class A 109,100 335,341 92562710
1,083,298

SHARES VALUE (NOTE 1)

ENGINEERING - 0.1%
Agra Industries Ltd. Class B (b) 20,000 $ 106,675 00848940
REAL ESTATE - 0.9%
Cambridge Shopping Centres Ltd. 105,900 1,225,428 13250910
Markborough Properties, Inc. 200,000 390,540 57052F10
1,615,968
TOTAL CONSTRUCTION & REAL ESTATE 3,163,936
DURABLES - 3.5%
AUTOS, TIRES, & ACCESSORIES - 1.8%
Hayes-Dana, Inc. 11,300 131,780 42077610
Meridian Technologies, Inc. (b) 214,600 1,493,835 58978510
Stackpole Ltd. (b) 105,000 968,214 85232N10
UAP, Inc. Class A 30,100 481,639 90255810
3,075,468
CONSUMER DURABLES - 0.4%
Unican Security Systems Ltd. Class B 45,000 691,582 90458940
HOME FURNISHINGS - 1.3%
Dorel Industries:
Class A (vtg.) (c) 105,000 816,337 25822C30
Class B (sub.-vtg.) (b)(c) 82,000 652,347 25822C20
Leons Furniture Ltd. 80,000 694,294 52668210
2,162,978
TOTAL DURABLES 5,930,028
ENERGY - 24.4%
ENERGY SERVICES - 1.8%
Akita Drilling Ltd. Class A (non-vtg.) (b) 60,700 175,598 00990510
Dreco Energy Services Ltd. Class A (b) 5,700 52,725 26152820
Enserv Corp. (b) 84,700 888,226 29357B10
Nowsco Well Service Ltd. 77,000 1,280,827 67012210
Precision Drilling Class A (b) 53,900 638,325 74022D10
3,035,701
OIL & GAS - 22.6%
Anderson Exploration Ltd. (b) 5,400 133,272 03390110
Archer Resources Ltd. (b) 59,700 825,748 03950K10
Ballistic Energy Corp. 20,000 108,483 05865K10
Battle Creek Developments Ltd. (b) 220,000 410,500 07134E10
Beau Canada Exploration 600,000 985,032 07428010
Canadian Natural Resources Ltd. (b) 67,900 1,012,828 13638510
Canadian Occidental Petroleum Ltd. 90,000 1,822,522 13642010
Chancellor Energy Resources (b) 380,000 769,508 15882910
Czar Resources Ltd. (b) 105,600 141,289 23282910
DEKALB Energy Corp. Class B (b) 79,500 1,113,000 24487410
Dorset Exploration Ltd. (b) 241,200 2,071,491 25842E10
Encal Energy Ltd. (b) 515,900 1,026,053 29250D10
Ensign Resource Service Group Ord. (b) 81,900 399,815 29357T10
Excel Energy, Inc. (warrants) (b) 25,000 3,616 30065492
Gardiner Oil & Gas, Ltd. (b) 104,400 575,721 36553R10
Grad & Walker Energy Corp. 54,400 580,314 38391010
Gulf Canada Corp. (b) 50,000 166,341 40218L30
HCO Energy Ltd. 70,000 106,314 40390410
Intensity Resources Ltd. (b) 342,900 709,261 45816E10
Inverness Petroleum Ltd. (b) 409,300 3,034,153 46190810
Jordan Petroleum Ltd. Class A (b) 3,000 21,154 48076110
Morgan Hydrocarbons, Inc. (b) 247,000 982,497 61790010
Morrison Petroleums Ltd. 566,500 4,660,403 61847310
Northridge Exploration Ltd. (b) 100,800 72,172 66667T10
Northstar Energy Corp. (b) 20,200 427,316 66703R10
Nugas Ltd. 30,000 101,974 67051K10
Pancanadian Petroleum Ltd. 24,200 774,463 69890020
Paramount Resources Ltd. (b) 86,800 1,263,362 69932010
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Plastibec Ltd. (special warrants) (b) 60,000 $ 278,282 72753D92
Poco Petroleums Ltd. (b) 190,000 1,425,654 73036110
Remington Energy Ltd. 25,000 66,898 75958D10
Renaissance Energy Ltd. (b) 149,622 3,354,510 75966610
Richland Petroleum Corp. Class A 56,800 195,126 76390110
Rigel Energy Corp. (b) 73,000 1,062,505 76655L10
Rio Alto Exploration Ltd. (b) 93,300 598,855 76689210
Summit Resources Ltd. 85,600 588,125 86624610
Talisman Energy, Inc. (b) 105,000 2,420,536 87425E10
Tarragon Oil & Gas Ltd. (b) 257,000 3,020,359 87629E20
Tri Link Resources Ltd. Class A (b) 64,900 574,980 89557D10
Ulster Petroleums Ltd. (b) 50,000 159,109 90384010
Wascana Energy, Inc. 36,500 263,976 93690110
Winfield Energy Ltd. 160,000 543,864 97390510
38,851,381
TOTAL ENERGY 41,887,082
FINANCE - 2.9%
CREDIT & OTHER FINANCE - 0.9%
Power Corporation of Canada 55,000 835,322 73923910
Trimark Financial Corp. (b) 26,400 706,444 89621H10
1,541,766
INSURANCE - 0.3%
Crownx, Inc. Class A (b) 101,500 587,257 22870220
SECURITIES INDUSTRY - 1.7%
First Marathon, Inc. Class A (non-vtg.) 66,200 694,222 32076L20
Investors Group, Inc. 40,000 542,417 46152H10
Mackenzie Financial Corp. 151,000 1,051,114 55453110
Power Financial Corp. 20,000 482,751 73927C10
20/20 Financial Corp. 11,900 109,731 90136T10
2,880,235
TOTAL FINANCE 5,009,258
HEALTH - 0.6%
DRUGS & PHARMACEUTICALS - 0.4%
Allelix Biopharmaceuticals, Inc. 10,000 50,626 01749H10
Zenon Environmental, Inc. 78,200 551,421 98942B10
602,047
MEDICAL FACILITIES MANAGEMENT - 0.2%
Spectral Diagnostics, Inc. 10,000 263,976 84757410
TOTAL HEALTH 866,023
INDUSTRIAL MACHINERY & EQUIPMENT - 6.9%
ELECTRICAL EQUIPMENT - 0.1%
Noma Industries Ltd. Class A (b)(c) 26,200 111,322 65531630
INDUSTRIAL MACHINERY & EQUIPMENT - 6.8%
Champion Road Machinery Ltd. (c) 20,000 178,998 15864C92
Eagle Precision Tech. (b) 178,500 1,355,500 26990010
Enerflex Systems Ltd. 15,000 197,982 29265B10
Exco Technologies Ltd. (b) 572,800 3,935,491 30150P10
Finning Ltd. 118,300 1,946,428 31807140
Hawker Siddeley Canada, Inc.
(special warrants) (b) 35,700 570,291 42012892
Laperriere & Verreault, Inc. (b) 11,300 21,657 39945L20
Osmonics, Inc. 15,000 238,125 68835010
Trojan Technologies Corp. (b) 290,400 2,599,045 89692410
Valmont Industries, Inc. 48,700 754,850 92025310
11,798,367
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 11,909,689

SHARES VALUE (NOTE 1)
MEDIA & LEISURE - 8.4%
BROADCASTING - 0.8%
Chum Ltd. Class B (b) 7,000 $ 97,454 17132220
Cogeco, Inc. 40,000 339,915 19238T10
Shaw Cablesystems Ltd. Class B cv (b)(c) 44,000 815,434 82028K20
Videotron Group Ltd. 16,800 174,658 92558H10
1,427,461
ENTERTAINMENT - 1.2%
Astral Bellevue Pathe, Inc. Class A 122,000 1,510,993 04634620
Cinar Films, Inc. (b) 82,000 511,500 17190510
2,022,493
LODGING & GAMING - 1.8%
Four Seasons Hotels, Inc. 351,500 3,114,107 35100E10
PUBLISHING - 4.4%
Hollinger, Inc. (b) 30,000 339,010 43556C10
Southam, Inc. 135,100 1,856,440 84084010
Thomson Corp. 171,798 2,158,812 88490310
Toronto Sun Publishing Co. (b) 8,000 88,956 89199110
Torstar Corp. Class B 169,000 3,116,728 89147420
7,559,946
RESTAURANTS - 0.2%
Cara Operations Ltd. (b) 91,500 271,317 14075420
Spectra Group of Great Restaurants, Inc.
Class A (non-vtg.) 4,900 24,807 84756E20
296,124
TOTAL MEDIA & LEISURE 14,420,131
NONDURABLES - 3.1%
AGRICULTURE - 0.1%
Chai-Na-Ta Ginseng Products (b) 20,705 97,333 15745J10
DEKALB Genetics Corp. Class B 4,900 155,575 24487820
252,908
BEVERAGES - 0.3%
Coca Cola Beverages Canada 100,000 347,147 19108T10
Corby Distilleries Ltd. 6,000 160,555 21834310
507,702
FOODS - 2.7%
Ault Foods Ltd. 197,300 2,247,397 05150E10
Tootsie Roll Industries, Inc. 9,937 638,452 89051610
Weston George Ltd. 55,000 1,710,422 96114850
4,596,271
TOTAL NONDURABLES 5,356,881
PRECIOUS METALS - 6.2%
Aber Resources Ltd. 80,000 248,789 00291110
Agnico Eagle Mines Ltd. 66,000 721,957 00847410
American Barrick Resources Corp. 45,000 1,037,372 02451E10
Canaarc Resources Corp. 10,000 32,545 13722D10
Euro-Nevada Mining Corp. 43,000 1,166,197 29870P10
Franco Nevada Mining Corp. 35,600 1,834,454 35186010
Pegasus Gold, Inc. 50,000 818,145 70556K10
Placer Dome, Inc. 140,000 2,885,659 72590610
Prime Resources Group, Inc. (b) 50,300 327,403 74157L10
Rayrock Yellowknife Resources, Inc. (b) 46,200 639,021 75509N10
Teck Corp. Class B (sub.-vtg.) 50,000 858,827 87874220
Viceroy Resources Corp. (b) 10,000 74,130 92564C10
10,644,499
RETAIL & WHOLESALE - 5.2%
GENERAL MERCHANDISE STORES - 1.3%
Hudson's Bay Co. Ord. 46,000 952,303 44420410
Sears Canada, Inc. 200,000 1,175,236 81234D10
2,127,539
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 3.7%
Empire Ltd. Class A 19,600 $ 228,575 29184340
Loblaw Companies Ltd. 70,100 1,204,075 53948110
Oshawa Group Ltd. Class A 45,000 703,786 68820520
Stop & Shop Companies, Inc. (b) 99,800 2,669,650 86209910
Van Houtte (A.L.) (b) 175,500 1,602,436 92090410
6,408,522
RETAIL & WHOLESALE, MISCELLANEOUS - 0.2%
Forzani Group Ltd. Class A 40,000 303,754 34990710
TOTAL RETAIL & WHOLESALE 8,839,815
SERVICES - 1.5%
PRINTING - 0.7%
GTC Transcontinental Group Class A 74,900 473,982 36229K20
MDC Corp. Class A (sub.-vtg.) (b) 150,000 297,792 55267W10
Moore Corporation Ltd. 20,000 363,419 61578510
1,135,193
SERVICES - 0.8%
Arbor Memorial Services, Inc. Class B
(non-vtg.) (b) 43,300 454,075 03891620
G&K Services, Inc. Class A 67,500 961,875 36126810
1,415,950
TOTAL SERVICES 2,551,143
TECHNOLOGY - 1.5%
COMMUNICATIONS EQUIPMENT - 0.5%
Northern Telecom Ltd. 10,000 297,425 66581510
SR Telecom, Inc. 44,100 430,571 78464P10
Telular Canada, Inc. 66,000 162,291 87970B10
890,287
COMPUTER SERVICES & SOFTWARE - 0.7%
EICON Technology Corp. (b) 45,000 423,085 28248F10
Electronic Retailing Systems (b) 34,500 310,500 28582510
ISG Technologies, Inc. (b) 5,000 42,500 45021P30
Telepanel Systems, Inc. 95,000 446,590 87943U20
1,222,675
ELECTRONIC INSTRUMENTS - 0.3%
Mosaid Technologies, Inc. 69,300 488,663 61945Q10
TOTAL TECHNOLOGY 2,601,625
TRANSPORTATION - 3.7%
AIR TRANSPORTATION - 0.6%
Air Canada, Inc. (b) 225,000 1,078,054 00891110
RAILROADS - 3.1%
Canadian Pacific Ltd. Ord. 334,000 5,374,628 13644030
TOTAL TRANSPORTATION 6,452,682
UTILITIES - 3.1%
CELLULAR - 3.1%
BCE Mobile Communications, Inc. 26,900 739,278 05534G10
Call-Net Enterprises, Inc. (b) 78,000 564,114 13091010
Call-Net Enterprises (non-vtg.) Class B (b) 78,000 542,960 13091020
Rogers Cantel Mobile Communications,
Inc. Class B (non-vtg.) (b) 20,000 493,599 77510210
Rogers Communications, Inc. Class B (b) 208,600 3,017,283 77510920
5,357,234
TOTAL COMMON STOCKS
(Cost $162,291,937) 165,527,156
CONVERTIBLE PREFERRED STOCKS - 0.1%
SHARES VALUE (NOTE 1)
ENERGY - 0.0%
OIL & GAS - 0.0%
Valero Energy Corp. $3.125 2,000 $ 100,250 91913840
PRECIOUS METALS - 0.1%
Battle Gold Co. 2,000 119,000 07159330
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $200,000) 219,250
CORPORATE BONDS - 1.8%
MOODY'S PRINCIPAL
RATINGS (E) AMOUNT (A)
CONVERTIBLE BONDS - 1.7%
BASIC INDUSTRIES - 0.6%
PAPER & FOREST PRODUCTS - 0.6%
Abitibi-Price, Inc. 7.85%,
3/1/03 - CAD 1,000,000 914,877 003680AD
Avenor, Inc. 7 1/2%, 2/8/04 - CAD 147,000 129,171 05356KAA
1,044,048
CONSTRUCTION & REAL ESTATE - 1.1%
REAL ESTATE - 1.1%
Markborough Properties, Inc.
6%, 3/14/04 - CAD 2,700,000 1,816,012 57052FAA
TOTAL CONVERTIBLE BONDS 2,860,060
NONCONVERTIBLE BONDS - 0.1%
PRECIOUS METALS - 0.1%
Agnico Eagle Mines Ltd. yankee
3 1/2%, 1/27/04 B1 $ 220,000 173,800 008474AA
TOTAL CORPORATE BONDS
(Cost $3,164,689) 3,033,860
REPURCHASE AGREEMENTS - 1.6%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 3.56% dated
4/29/94 due 5/2/94 $ 2,743,814 2,743,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $168,399,626) $ 171,523,266
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $3,033,106 or 1.8% of net
assets.
(d) Market value reflects the payment of the first installment. Additional
equal payments of CAD 46,000 are payable in January and October of 1995.
(e) Standard & Poor's Corporation credit ratings are used in the
absence of a rating by Moody's Investors Service, Inc.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $115,703,067 and $31,649,352 respectively.
The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of FMR. The commissions paid to these affiliated
firms were $4,328 for the period (see Note 4 of Notes to Financial
Statements).
The fund participated in the bank borrowing program. The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $1,799,400 and $3,867,000, respectively. The
weighted average interest rate was 4.15%. Interest expense includes $1,037
paid under the bank borrowing program (see Note 5 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $168,969,425. Net unrealized appreciation aggregated
$2,553,841, of which $13,476,104 related to appreciated investment
securities and $10,922,263 related to depreciated investment securities.

CANADA
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $2,743,000) (cost $168,399,626) (Notes $ 171,523,266
1 and 2) - See accompanying schedule

Cash 594

Receivable for investments sold 1,065,839

Receivable for fund shares sold 776,907

Dividends receivable 142,923

Interest receivable 29,113

Other receivables 36,832

TOTAL ASSETS 173,575,474

LIABILITIES

Payable for fund shares redeemed $ 484,691

Payable for investments purchased 712

Accrued management fee 110,474

Other payables and accrued expenses 149,669

TOTAL LIABILITIES 745,546

NET ASSETS $ 172,829,928

Net Assets consist of (Note 1):

Paid in capital $ 171,814,078

Accumulated net investment (loss) (336,797
)

Accumulated undistributed net realized gain (loss) on investments (1,770,993
)

Net unrealized appreciation (depreciation) on investment securities 3,123,640

NET ASSETS, for 9,943,673 shares outstanding $ 172,829,928

NET ASSET VALUE, offering price and redemption price per share ($172,829,928 (divided by) 9,943,673 shares)(Note 4) $17.38

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 845,922
Dividends

Interest 180,908

1,026,830

Less foreign taxes withheld (Note 1) (123,466
)

TOTAL INCOME 903,364

EXPENSES

Management fee (Note 4) $ 553,812
Basic fee

Performance adjustment 39,161

Transfer agent fees (Note 4) 540,228

Accounting fees and expenses 43,938
(Note 4)

Non-interested trustees' compensation 402

Custodian fees and expenses 19,938

Registration fees 25,265

Audit 14,666

Legal 833

Interest (Note 5) 1,037

Miscellaneous 758

TOTAL EXPENSES 1,240,038

NET INVESTMENT INCOME (LOSS) (336,674
)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1) (1,128,584
Net realized gain (loss) on investment securities )

Change in net unrealized appreciation (depreciation) on investment securities (7,374,818
)

NET GAIN (LOSS) (8,503,402
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (8,840,076
)

OTHER INFORMATION

Deferred sales charges withheld by $3,432
FDC (Note 4)

Accounting fees paid to FSC $43,756
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1994 1993
(UNAUDITED)

Operations $ (336,674 $ (406,210
Net investment income (loss) ) )

Net realized gain (loss) on investments (1,128,584 (215,792
) )

Change in net unrealized appreciation (depreciation) on investments (7,374,818 9,798,514
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (8,840,076 9,176,512
)

Distributions to shareholders - (30,615
From net investment income )

In excess of net realized gain (242,990 -
)

TOTAL DISTRIBUTIONS (242,990 (30,615
) )

Share transactions 214,691,266 232,403,520
Net proceeds from sales of shares

Reinvestment of distributions 238,389 29,289

Cost of shares redeemed (128,994,157 (167,302,323
) )

Net increase (decrease) in net assets resulting from share transactions 85,935,498 65,130,486

TOTAL INCREASE (DECREASE) IN NET ASSETS 76,852,432 74,276,383

NET ASSETS

Beginning of period 95,977,496 21,701,113

End of period (including accumulated net investment (loss) of $(336,797) and $(237,885),
respectively) $ 172,829,928 $ 95,977,496

OTHER INFORMATION
Shares

Sold 11,692,592 13,751,993

Issued in reinvestment of distributions 13,408 2,020

Redeemed (7,146,795 (9,894,449
) )

Net increase (decrease) 4,559,205 3,859,564

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS YEARS ENDED OCTOBER 31,
ENDED
APRIL 30, 1994
(UNAUDITED)

SELECTED PER-SHARE DATA
1993 1992 1991 1990 1989

Net asset value, beginning of period
$ 17.82 $ 14.23 $ 16.28 $ 13.57 $ 15.45 $ 12.74

Income from Investment Operations

Net investment income
(.03) (.15) (.02)** .03** .05** .02**

Net realized and unrealized gain (loss) on investments
(.37) 3.76 (1.11) 3.59 (1.24) 2.96

Total from investment operations
(.40) 3.61 (1.13) 3.62 (1.19) 2.98

Less Distributions

From net investment income
- - (.02) - (.06) (.01) (.12)

From net realized gain
- - (.92) (.85) (.68) (.15)(S DIAMOND)

In excess of net realized gain
(.04) - - - - -

Total distributions
(.04) (.02) (.92) (.91) (.69) (.27)

Net asset value, end of period
$ 17.38 $ 17.82 $ 14.23 $ 16.28 $ 13.57 $ 15.45

TOTAL RETURN (dagger)(diamond)
(2.25)% 25.40% (7.09)% 28.13% (8.16)% 23.94%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)
$ 172,830 $ 95,977 $ 21,701 $ 23,327 $ 17,736 $ 24,331

Ratio of expenses to average net assets
1.74%* 2.00% 2.00% 2.01% 2.05% 2.06%

Ratio of expenses to average net assets before expense
1.74%* 2.00% 2.07% 2.26% 2.31% 2.87%
reductions

Ratio of net investment income to average net assets
(.47)%* (.66)% (.11)% .17% .34% .16%

Portfolio turnover rate
47%* 131% 55% 68% 164% 152%

* ANNUALIZED
** NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED USING AVERAGE
SHARES OUTSTANDING.
(S DIAMOND) INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN
CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
(diamond) THE TOTAL RETURN WOULD HAVE BEEN LOWER IF THE ADVISER HAD NOT
REDUCED EXPENSES OF THE FUND DURING THE PERIODS SHOWN.
(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

</TABLE>

EUROPE
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 93.8%
SHARES VALUE (NOTE 1)
BELGIUM - 6.1%
Audiofina 16,836 $ 8,589,166
Audiofina (rights) (b) 16,836 27,150 05099296
Colruyt NV NPV 13,100 3,111,137 19681599
GB-INNO-BM Group SA 89,665 4,127,484 36149699
Generale de Banque SA 17,802 4,520,115 37199592
Immob de Belgique (b) 24,695 2,353,180 45099592
Quick Restaurants SA (b) 55,695 3,853,817 74899B22
UCB Group (b) 3,797 2,610,636 90262799
29,192,685
BERMUDA - 0.4%
Bona Shipholdings Ltd. 200,000 1,875,000 09776C92
DENMARK - 0.6%
Tele Denmark AS Class B 63,235 3,036,683 87924292
FINLAND - 5.5%
Amer Group Ltd. Class A 126,675 3,263,570 02351210
Kone Corp. Class B Ord. 28,850 3,350,111 50400092
Nokia AB Free shares 160,600 13,791,970 65599992
Outokumpu OY Class A (b) 69,000 1,110,400 69099992
Repola OY 187,100 3,325,323 75999A92
WSOY (Werner Soderstrom) Class B (b) 24,600 1,676,297 94299J23
26,517,671
FRANCE - 11.3%
Assurances Generales (Reg.) 37,605 3,608,964 04557510
BIC 21,375 5,043,412 08899292
BNP (b) 11,788 2,208,427 05599994
BNP Ord. 102,095 4,788,973 05599996
Ecco SA 27,165 3,543,261 27399292
Eiffage SA (b) 11,220 2,538,282 27599522
Eurafrance (Societe) (b) 415 153,296 29899892
Fructivie SA 96 13,234 33099092
Immeubles de France, Ste Des (b) 36,576 3,652,429 44999C22
Omnium Gestion Financement SA 19,286 2,928,009 68099792
Publications Filippachi 14,500 2,362,849 75599999
Renault SA Part. Cert. (b) 10,470 4,552,174 75999F92
Salomon SA 7,164 2,671,622 93099292
Scor SA 25,900 2,352,881 80999992
TF-1 59,100 4,951,113 90399999
Taittinger SA 4,400 2,239,661 87657794
Thomson C.S.F 77,200 2,325,005 88431610
Total Compagnie Francaise des Petroles
Class B 65,158 3,788,791 20434510
Union Assurances Federale SA 7,000 728,703 91899F24
54,451,086
GERMANY - 9.3%
Ava Alg Handels Verbrauchen 6,914 3,356,676 05399692
Bayerische Motor Werke (BMW) (b) 8,000 4,357,920 05528310
Bayer AG 20,336 4,841,788 07273010
Duerr Beteiligungs AG 10,050 4,271,554 26499292
Gehe AG 16,781 5,945,384 68199492
Gehe AG (Rfd.) 4,709 1,625,658 68199497
Holsten Brauerei AG 5,254 1,810,629 43899D92
Otto Reichelt AG 17,820 4,029,432 69199A92
Schering 15,700 10,507,780 80658510
Veba Vereinigte Elektrizetaets &
Bergwerks AG Ord. 13,491 4,191,672 92239110
44,938,493
IRELAND - 1.2%
CRH PLC 578,950 3,356,086 12626K10
IWP International (U.K. Reg.) 450,000 2,526,638 45199A93
5,882,724

SHARES VALUE (NOTE 1)
ITALY - 3.9%
Edison Spa 728,150 $ 4,132,713 28099092
Fila Holding Spa sponsored ADR (b) 187,200 2,597,400 31685010
Istituto Mobiliare Italiano 169,550 1,406,033 45777M92
SIP Spa 3,469,200 10,380,958 78401792
18,517,104
NETHERLANDS - 5.1%
Heineken NV 39,425 5,024,484 42301210
International Nederlanden Groep CVA 103,070 4,308,231 46099892
PolyGram NV Ord. 87,200 3,602,607 73173392
Unilever NV ADR 43,110 4,785,210 90478450
VNU Ord. (b) 56,410 5,441,978 92399010
Wereldhave NV 25,000 1,483,975 95199E22
24,646,485
NORWAY - 1.6%
Color Lines 590,285 2,388,783 19699492
Smedvig Tankships Ltd. (b) 10,350 96,768 83169E92
Smedvig Tankships Ltd. Ord. (c) 258,500 2,358,813 83169E20
Veidekke AS 111,800 2,964,234 93699592
7,808,598
PORTUGAL - 0.7%
Banco Espirito Santo (Lisbon) (Reg.) 185,600 3,436,028 06699M22
SPAIN - 6.6%
Banco Popular Espanol 23,410 2,723,124 05999110
Corporacion Financiera Alba 99,700 4,450,860 15199010
Corporacion Mapfre International Reas
(Reg.) (b) 101,180 4,291,460 16899192
El Aguila SA 279,130 3,244,853 28299292
Empresa Nacional de Electricidad SA
Ord. 83,530 4,144,701 29244710
FOCSA (Fomento de Obras Y
Construcciones SA) 42,905 4,764,566 34418599
Hidro Cantabrico 70,500 2,194,206 42899999
Iberdrola SA 311,095 2,234,570 45499892
Repsol SA Ord. (b) 110,870 3,697,725 76026T10
31,746,065
SWEDEN - 6.2%
Arjo AB 144,100 2,289,073 04069792
Astra A Free shares 171,585 3,559,153 04632292
Avesta Sheffield AB Ord. Free shares (b) 392,850 2,578,738 05399892
Bergman & Beving AB B Free shares 147,910 2,815,633 08399622
Custos AB A Free shares 141,200 2,168,857 23299A22
ICB Shipping Class B (b) 432,100 5,218,943 44999B92
SKF AB Ord. (b) 155,600 3,207,153 78437530
Skandia Forsikring (rights) (b) 211,450 241,512 83055592
Skandia International Holding Co.
AB ADR 211,450 3,803,108 83055510
Volvo Aktiebolaget Class B 43,200 4,032,401 92885630
29,914,571
SWITZERLAND - 9.7%
Ares Serono SA B (Bearer) 9,090 4,929,972 03999392
BBC Brown Boveri & Cie (Bearer) 6,150 5,654,064 05599099
Baloise Holding (Reg.) (b) 2,525 4,624,773 05899195
Intershop Holding AG (Bearer) 5,200 2,334,747 46299592
Nestle SA (Reg.) 3,556 2,972,731 64106992
Oerlikon-Buhrle Holding Ltd. (Reg.) (b) 50,475 5,395,895 67199092
Reisebuero Kuoni AG:
(Bearer) 50 1,567,901 75999593
Part. Cert. 4,966 7,786,195 75999592
Roche Holdings Ltd. Part. Cert. 816 3,908,007 77157092
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SWITZERLAND - CONTINUED
Swiss Bank Corp. (Bearer) (b) 13,100 $ 3,659,765 87083610
Swiss Reinsurance Corp.:
(Reg.) (b) 9,043 3,853,981 87099393
(warrants) (b) 8,650 29,282 87099D22
46,717,313
UNITED KINGDOM - 24.6%
Abbey National PLC Ord. 455,940 3,009,717 00281099
Allied Lyons PLC (b) 294,850 2,626,443 01925510
Angerstein Underwriting Trust PLC 1,755,000 2,716,477 03499A22
Argyll Group PLC Ord. 729,141 2,544,884 04099210
Arjo Wiggins Appleton PLC 555,600 2,655,837 04199592
Associated British Ports Ord. 797,780 3,353,448 04599392
BAA PLC Ord. 228,667 3,386,741 10999999
Burton Group PLC Ord. 2,199,150 1,835,466 12304910
CLM Insurance Fund PLC 1,580,000 2,373,674 18899322
Cadbury-Schweppes PLC Ord. 615,116 4,461,836 12720910
Chubb Security (b) 499,600 2,987,083 17299B92
Compass Group Ord. 507,800 2,442,759 20499192
De La Rue Co. (b) 186,733 2,616,897 24642110
Hazlewood Foods Ord. 886,600 2,004,669 42199292
Kingfisher PLC 329,284 2,883,204 98088610
Kwik Save Group PLC Ord. (b) 204,305 1,705,181 50124310
London Insurance Market Investment
Trust PLC 90,000 135,210 54199F22
MFI Furniture Group PLC 1,305,777 3,170,427 55299392
McDonnell Info. Systems Group PLC 292,576 1,145,479 58099722
Mirror Group Newspaper PLC (b) 1,799,100 4,668,539 60499792
North West Water Ord. 344,050 2,521,725 67299195
Pearson PLC 273,000 2,696,948 70509991
Prudential Corp. 835,355 3,904,366 74399992
Racal Electronics Ltd. Ord. (b) 1,047,400 3,790,792 74981510
Rank Organization PLC 532,500 3,470,654 75304110
Royal Bank of Scotland Ord. 596,000 3,644,853 78009792
Scottish & Newcastle Brewers PLC 523,662 4,148,110 80987810
Scottish Hydro-Electric PLC Ord. 284,075 1,476,462 81013395
Scottish Power PLC 32,700 176,407 81013T96
Scottish Power PLC ADR (c) 41,300 2,168,250 81013T40
Scottish Television PLC (b) 685,640 4,609,232 81099210
Smith (W.H.) Group A Ord. 362,000 2,735,688 83199392
SmithKline Beecham PLC Ord. units 496,050 2,679,811 83237850
Takare PLC Ord. 1,267,000 4,941,268 94499792
Tesco PLC Ord. (b) 1,323,800 4,218,620 88157510
Ulster Television Ord. (b) 285,000 2,646,823 94299492
United Newspapers PLC Ord. 265,260 2,531,927 91120210
Vendome Luxury Group PLC SA units (b) 397,569 2,624,403 92299E22
Vodafone Group PLC (b) 403,925 3,331,417 92857T92
Wickes PLC 1,547,900 2,525,109 96699392
Willis Coroon PLC Ord. (b) 810,500 2,828,848 97062410
Zeneca Group PLC Ord. (b) 200,500 2,093,300 98934D92
118,488,984
UNITED STATES OF AMERICA - 1.0%
International Cabletel, Inc. (b) 215,000 4,676,250 45921610
TOTAL COMMON STOCKS
(Cost $377,994,216) 451,845,740
PREFERRED STOCKS - 3.5%
SHARES VALUE (NOTE 1)
CONVERTIBLE PREFERRED STOCKS - 0.2%
UNITED KINGDOM - 0.2%
Mai PLC 5.90% cumulative 507,530 $ 831,791 55699093
NONCONVERTIBLE PREFERRED STOCKS - 3.3%
FINLAND - 1.1%
Nokia AB 63,900 5,439,872 65599910
GERMANY - 2.2%
Boss (Hugo) AG 5,800 3,688,996 44451094
Krones AG 575 990,780 50199A93
Moebel Walther AG 5,900 2,407,799 61099B22
Porsche AG NV:
Ord. (b) 5,150 2,718,229
(Rfd.) 1,287 665,287 73380193
10,471,091
TOTAL NONCONVERTIBLE PREFERRED STOCKS 15,910,963
TOTAL PREFERRED STOCKS
(Cost $10,449,234) 16,742,754
CONVERTIBLE BONDS - 0.1%
MOODY'S RATINGS PRINCIPAL
AMOUNT (A)
NORWAY - 0.1%
Color Lines 7 1/2%,
12/31/00 (Cost $349,082) - NOK 2,433 349,700 73380193
REPURCHASE AGREEMENTS - 2.6%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 3.56% dated
4/29/94 due 5/2/94 $ 12,725,774 12,722,000
TOTAL INVESTMENT IN SECURITIES - 100.0%
(Cost $401,514,532) $ 481,660,194
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
3,643,750,000 ESP 5/3/94 $ 27,053,264 $ (37,814)
7,881,600 NLG 5/2/94 4,244,791 45,750
TOTAL CONTRACTS TO BUY
(Payable amount $31,290,119) $ 31,298,055 $ 7,936
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 6.5%
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
12,778,665 BEF 5/4/94 $ 13,483,777 $ (705,112)
7,287,500,000 ESP 5/3/94 to
8/4/94 53,901,806 (1,465,580)
15,763,200 NLG 5/2/94 to
8/2/94 8,480,571 (277,950)
70,830,500 NOK 5/5/94 9,293,180 (428,841)
TOTAL CONTRACTS TO SELL
(Receivable amount $82,281,851) $ 85,159,334 $ (2,877,483)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 17.7%
CURRENCY ABBREVIATIONS
BEF - Belgian franc
NLG - Dutch guilder
NOK - Norwegian krone
ESP - Spanish peseta
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $4,527,063 or 0.9% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $144,387,468 and $223,840,405, respectively.
The fund participated in the bank borrowing program. The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $61,887,000 and $19,804,595, respectively. The
weighted average interest rate was 3.58%. Interest expense includes $72,956
paid under the bank borrowing program (see Note 5 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $401,845,971. Net unrealized appreciation aggregated
$79,814,223, of which $95,490,093 related to appreciated investment
securities and $15,675,870 related to depreciated investment securities.
At October 31, 1993, the fund had a capital loss carryforward of
approximately $49,180,000 of which $7,285,000, $4,932,000 and $36,963,000
will expire on October 31, 1996, 1998, and 1999, respectively.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Aerospace & Defense 1.6%
Basic Industries 3.0
Construction & Real Estate 5.8
Durables 6.9
Energy 1.6
Finance 16.3
Health 9.4
Industrial Machinery & Equipment 5.0
Media & Leisure 14.6
Nondurables 6.9
Repurchase Agreements 2.6
Retail & Wholesale 6.8
Services 2.5
Technology 4.8
Transportation 4.0
Utilities 8.2
100.0%
EUROPE
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $12,722,000) (cost $401,514,532) $ 481,660,194
(Notes 1 and 2) - See accompanying schedule

Long foreign currency contracts held, at value (cost $31,290,119) 31,298,055
(Note 2)

Short foreign currency contracts (Note 2) $ (85,159,334
Contracts held, at value )

Receivable for contracts held 82,281,851 (2,877,483
)

Cash 745

Receivable for investments sold 8,007,486

Receivable for fund shares sold 3,894,823

Dividends receivable 2,958,016

Other receivables 976,885

TOTAL ASSETS 525,918,721

LIABILITIES

Payable for foreign currency contracts held (Note 2) 31,290,119

Payable for investments purchased 6,620,826

Payable for fund shares redeemed 2,666,869

Accrued management fee 270,961

Other payables and accrued expenses 472,388

TOTAL LIABILITIES 41,321,163

NET ASSETS $ 484,597,558

Net Assets consist of (Note 1):

Paid in capital $ 418,675,407

Distributions in excess of net investment income (857,715
)

Accumulated undistributed net realized gain (loss) on investments (10,496,249
)

Net unrealized appreciation (depreciation) on:

Investment securities 80,145,662

Foreign currency contracts (2,869,547
)

NET ASSETS, for 24,205,928 shares outstanding $ 484,597,558

NET ASSET VALUE and redemption price per share ($484,597,558 (divided by) 24,205,928 shares) (Note 4) $20.02

Maximum offering price per share (100/97.00 of $20.02) (Note 4) $20.64

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 4,449,730
Dividends

Interest 569,592

5,019,322

Less foreign taxes withheld (Note 1) (848,986
)

TOTAL INCOME 4,170,336

EXPENSES

Management fee (Note 4) $ 1,970,380
Basic fee

Performance adjustment (281,012
)

Transfer agent fees (Note 4) 1,136,303

Accounting fees and expenses 151,651
(Note 4)

Non-interested trustees' compensation 1,619

Custodian fees and expenses 179,100

Registration fees 47,869

Audit 19,148

Legal 4,309

Interest (Note 5) 72,956

Miscellaneous 3,522

Total expenses before reductions 3,305,845

Expense reductions (Note 6) (3,406 3,302,439
)

NET INVESTMENT INCOME 867,897

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 2)
Net realized gain (loss) on:

Investment securities 37,942,941

Foreign currency contracts 1,496,110 39,439,051

Change in net unrealized appreciation (depreciation) on:

Investment securities 4,948,245

Foreign currency contracts (4,467,188 481,057
)

NET GAIN (LOSS) 39,920,108

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 40,788,005

OTHER INFORMATION $583,554
Sales charges paid to FDC (Note 4)

Deferred sales charges withheld by $52,149
FDC (Note 4)

Accounting fees paid to FSC $150,946
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1994 1993
(UNAUDITED)

Operations $ 867,897 $ 7,012,018
Net investment income

Net realized gain (loss) on investments 39,439,051 (2,768,371
)

Change in net unrealized appreciation (depreciation) on investments 481,057 93,922,600

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 40,788,005 98,166,247

Distributions to shareholders from net investment income (2,098,090 (8,045,499
) )

Share transactions 318,038,416 549,154,003
Net proceeds from sales of shares

Reinvestment of distributions 2,047,929 7,889,216

Cost of shares redeemed (403,107,457 (549,458,481
) )

Net increase (decrease) in net assets resulting from share transactions (83,021,112 7,584,738
)

TOTAL INCREASE (DECREASE) IN NET ASSETS (44,331,197 97,705,486
)

NET ASSETS

Beginning of period 528,928,755 431,223,269

End of period (including under (over) distribution of net investment income of $(857,715)
and $9,334,982, $ 484,597,558 $ 528,928,755
respectively)

OTHER INFORMATION
Shares

Sold 16,437,403 33,375,671

Issued in reinvestment of distributions 109,636 525,251

Redeemed (21,039,641 (33,714,940
) )

Net increase (decrease) (4,492,602 185,982
)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

SIX MONTHS ENDED YEARS ENDED OCTOBER 31,

APRIL 30, 1994
(UNAUDITED)

SELECTED PER-SHARE DATA
1993 1992(TRI) 1991 1990 1989

Net asset value, beginning of period
$ 18.43 $ 15.12 $ 15.93 $ 16.28 $ 15.04 $ 12.96

Income from Investment Operations

Net investment income
.03 .25 .27 .43(sub section) .46 .25(I TRI)

Net realized and unrealized gain (loss) on investments
1.64 3.35 (.57) (.40) .97 2.11

Total from investment operations
1.67 3.60 (.30) .03 1.43 2.36

Less Distributions

From net investment income
(.08) (.29) (.48) (.35) (.19) (.24)

From net realized gain
- - - (.03)(S DIAMOND)(.03)(S DIAMOND) - (.04)(S DIAMOND)

Total distributions
(.08) (.29) (.51) (.38) (.19) (.28)

Net asset value, end of period
$ 20.02 $ 18.43 $ 15.12 $ 15.93 $ 16.28 $ 15.04

TOTAL RETURN (dagger)
9.09% 24.24% (1.89)% .15% 9.50% 18.62%
(I TRI)

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)
$ 484,598 $ 528,929 $ 431,223 $ 297,831 $ 389,273 $ 97,288

Ratio of expenses to average net assets
1.31%* 1.25% 1.22% 1.31% 1.45% 1.89%
(I TRI)

Ratio of expenses to average net assets before expense
1.31%* 1.25% 1.22% 1.31% 1.45% 1.94%
reductions

Ratio of net investment income to average net assets
.34%* 1.44% 2.38% 2.83% 2.87% 1.67%

Portfolio turnover rate
61%* 76% 95% 80% 148% 160%

* ANNUALIZED
(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE
YEAR ARE NOT ANNUALIZED.
(S DIAMOND) INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED
TRANSACTIONS TAXABLE AS ORDINARY INCOME.
(TRI) AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION ACCOUNTING.
(I TRI) NET INVESTMENT INCOME PER SHARE INCLUDES A REIMBURSEMENT OF $.008 PER SHARE FROM
FIDELITY SERVICE CO. FOR ADJUSTMENTS TO PRIOR PERIODS' FEES. IF THIS EXPENSE
REDUCTION HAD NOT EXISTED, THE TOTAL RETURN WOULD HAVE BEEN LOWER.
(sub section) INCLUDES $.05 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY WITHHELD ON
DIVIDEND AND INTEREST PAYMENTS.

</TABLE>

EUROPE CAPITAL APPRECIATION
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 82.0%
SHARES VALUE (NOTE 1)
AUSTRIA - 0.6%
Hemingway Holdings AG 7,500 $ 510,006 42399F22
Maculan Holding AG Ord. 14,800 1,426,813 55699592
1,936,819
BELGIUM - 2.5%
CMB (Cie Maritime Belge) Ord. 36,300 2,660,783 19999092
Generale De Belgique SA SOC Ord. 34,700 2,741,897 44999G22
Solvay 5,000 2,433,554 83425810
7,836,234
CZECH REPUBLIC - 0.9%
BVV Brno 2,100 346,458 12499322
Cement Hranice 1,200 57,372 15199K22
Fatra AS 6,139 723,481 31199622
IPS AS 9,035 577,969 44999H22
Tatra AS 20,000 262,000 87799B22
ZPS Zlin 9,600 769,248 98999T22
2,736,528
DENMARK - 0.5%
Thorkild Kristensen 30,000 1,481,424 88599A24
FINLAND - 0.9%
Interbank Osakepankki Class B 100,000 448,058 46299G22
Metsa Serla B 20,000 840,109 59299992
Okobank Class A (b) 25,000 247,365 69299222
Unitas Bank Ltd. B Free shares 517,500 1,381,559 90499123
2,917,091
FRANCE - 15.5%
BIS SA Ord. 56,000 3,186,992 05528110
BNP Ord. 120,000 5,628,844 05599996
Bollore Technologies SA (b) 14,100 897,137 09799E92
Carbonne-Lorraine (LE) 2,304 280,161 14199992
Cerus (Cie European Reunies):
Ord. 25,000 493,549 15799592
(rights) (b) 25,000 15,951 15799593
Club Mediterranee Ord. 5,000 365,854 18947230
Credit Lyonnais 20,350 1,988,963 22799392
Deveaux SA 900 85,737 25199L22
EBF (Epeda Bertrand Faure) SA 4,000 636,267 27899292
Elf Aquitaine 100,000 7,327,678 28627199
Euro Rscg. Worldwide SA 12,510 1,492,444 47299692
Louvre (Societe Du) Ord. 60,000 2,598,091 54690099
Lyonnaise des Eaux Dumez SA 60,000 6,288,441 55160010
Metaleurop SA 60,000 922,588 60299892
Michel Thierry SA 12,185 1,636,727 60099492
Pinault Printemps SA 15,000 2,709,438 72199393
SAGA (Soc. de Gerance & D'Armen) 15,000 1,617,179 78599E22
Thomson C.S.F 180,000 5,420,997 88431610
Total Compagnie Francaise des Petroles
Class B 50,000 2,907,388 20434510
Unibail (b) 2,825 254,639 90499592
Vallourec (b) 25,000 1,451,485 92017610
48,206,550
GERMANY - 9.5%
BASF AG 30,000 5,972,793 05526230
Hoechst AG Ord. 30,000 6,611,245 43439010
KSB (Klein Schanzlin & Becker) AG 1,000 329,504 49299794
Karstadt AG 10,000 3,802,902 48576499
Man AG Ord. (Frankfurt Reg.) (b) 15,000 4,167,171 56154210
Sixt AG Ord. (b) 3,809 1,255,082 83002199
Thyssen AG Ord. 12,000 2,077,146 88629110
Thyssen Industries AG 25,000 3,242,140 94499892
Volkswagen AG 6,500 2,067,110 92866210
29,525,093

SHARES VALUE (NOTE 1)
HUNGARY - 1.1%
Fotex (First Hung-Am Photo):
(Reg.) Aust. Ctf. (c) 305,000 $ 1,258,125 35099294
Ord. 450,000 2,207,875 35099293
Pick Szeged RT sponsored GDS
(b) (c) 1,000 60,000 71957110
3,526,000
ITALY - 6.3%
Caffaro Spa (Sta L'Ind Chim) Ord. 700,000 1,286,789 12799492
Fidis Spa Ord. 900,000 3,723,219 31650010
Marzotto Manf. Gae & Figli Spa Ord 351,000 2,595,326 57418910
Montedison Spa Ord. 1,000,000 996,390 61237610
SIP Spa 3,350,200 10,024,870 78401792
Sogefi Spa 300,000 888,237 83499L22
19,514,831
LUXEMBOURG - 0.7%
Arbed SA 15,000 2,155,014 03899030
NETHERLANDS - 16.8%
Ahrend Groep NV Ord. 5,200 419,305 00868899
Bam Groep NV 32,300 2,000,808 05999892
Hoogovens en Staalfabrieken (b) 80,000 3,111,231 43888410
KBB (Kon Bijenkorf Beheer) NV
Ord. 45,000 2,576,622 48130092
KLM Royal Dutch Airlines Ord. (b) 200,000 5,763,534 48251620
MacIntosh Confectionary Works (b) 90,400 2,980,060 58199292
Ned Lloyd (b) 120,000 5,009,426 63983210
Norit NV 100,000 1,185,026 61089099
Philips Electronics (b) 500,000 14,624,295 71833799
Pirelli Tyre Holdings NV Ord. (b) 686,175 6,837,727 72499092
Polynorm NV Ord. 40,700 3,957,097 73199E22
Samas-Groep NV 65,100 2,033,827 79499110
Schuttersveld Holdings NV 50,000 1,125,774 80899C22
Wereldhave NV 11,000 652,949 95199E22
52,277,681
NORWAY - 2.0%
Christiania Bank Free shares Ord. (b) 460,000 927,562 17100792
Den Norske Bank Class A Free shares (b) 370,000 999,078 25299792
Norsk Forsvarsteknologi AS 35,000 810,762 67599G22
Norske Skogindustrier AS:
Free shares (b) 100,000 2,372,281 66499594
(rights) (b) 100,000 26,514 66499596
Olav Thon Eiendomsselskp Ord. 38,000 551,486 67941099
Tomra Systems AS 230,000 436,499 95699692
Veidekke AS 10,000 265,137 93699592
6,389,319
PORTUGAL - 0.3%
Banco Portuguese Inv. Ord. 45,000 893,917 05999G93
SPAIN - 7.2%
Banco Central SA (Reg.) 170,000 3,712,535 05947010
Banco Pastor SA (b) 16,600 779,291 05999792
Fasa Renault Ord. 50,000 2,711,235 31199292
Hisalba (b) 163,600 2,928,698 46199592
Prosegur Comp Securidad SA (Reg.) 104,500 2,251,068 74291699
Telefonica de Espana SA Ord. 500,000 6,796,660 87938210
Uralita SA (b) 300,000 3,119,778 91799310
22,299,265
SWEDEN - 8.2%
ASG AB Class B Free shares Ord. 50,000 853,343 16599C22
Aritmos AB Free 6,000 96,892 04099A22
Celsius Industrier AB Class B 47,100 1,255,241 15199D22
Ericsson (L.M.) Telephone Co. Class B ADR 35,000 1,583,750 29482140
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

Foreningsbanken AB Class A Ord. (b) 700,000 $ 1,451,996 34599E22
Hoganas AB Class B Free shares (c) 36,000 486,800 43899M22
Investor AB Free shares B 106,600 2,613,035 46199A92
Mo Och Domsjoe (Modo) AB 68,700 2,705,754 61399792
Munksjo AB 400,000 3,098,292 62599922
SKF AB Ord. (b) 150,000 3,091,728 78437530
Scribona AB B Free shares (b) 7,100 46,606 81199B92
Skandinaviska Enskilda Banken Class C 200,200 1,274,723 88099224
Skane-Gripen AB Ord. 300,000 2,579,721 93056099
Stena Line AB B Free shares 100,000 741,752 85899422
Svedala (b) 20,000 488,375 91199A92
Trellebord AB Class C Free shares 50,000 735,188 89491092
Volvo Aktiebolaget Class B 25,000 2,330,712 92885630
25,433,908
SWITZERLAND - 3.0%
Baloise Holding AG 665 1,189,573 05899192
Globus Magazine Part. Cert. 366 243,887 37957792
Interdiscount Holding Part. Cert. 33,525 5,136,924 45899594
Rentsch Industries Holding AG 250 374,158 76099A22
Von Moos Holdings AG Ord. 10,275 1,237,555 94099293
Zschokke Holding AG (Bearer) 900 506,717 98999R23
Zuercher Zieheleien Holding (Bearer) 1,000 726,936 91099292
9,415,750
TURKEY - 0.5%
Netas SA B Ord. (Bearer) 700,000 286,223 64199527
Trakya Cam Sanayii AS 2,230,000 499,096 89299D22
Turk Sise Ve Cam Fabrikalari 17,000,000 804,866 90099C22
1,590,185
UNITED KINGDOM - 5.5%
Barratt Developments PLC (b) 35,800 122,506 06818210
Bradstock Group PLC Ord. 325,000 626,350 10499192
British Borneo Petroleum 225,000 819,450 11099D22
British Gas PLC Ord. 400,000 1,736,020 11090199
British Petroleum PLC:
ADR 42,000 2,940,000 11088940
Ord. 58,000 339,738 11088910
Hanson Trust PLC Ord. 280,000 1,159,978 41135210
Hartstone Group PLC Ord. (b) 1,000,000 698,050 41722610
McAlpine (Alfred) Ord. 32,750 138,658 57999010
Next PLC (b) 300,000 1,019,259 64399999
Pentos Ltd. PLC:
Ord. 1,300,000 512,915 70967010
(right) (b) 1,733,333 52,607 70967093
Sedgwick Group 403,061 1,204,943 81482610
Takare PLC Ord. 730,000 2,846,985 94499792
Willis Coroon PLC Ord. (b) 800,000 2,792,200 97062410
17,009,659
TOTAL COMMON STOCKS
(Cost $245,896,968) 255,145,268
NONCONVERTIBLE PREFERRED STOCKS - 3.7%
AUSTRIA - 0.2%
Maculan Holding Ord. 7,500 722,402 55699594
GERMANY - 2.8%
Bayerische Motor Werke (BMW) AG 13,000 5,187,424 05528393
Glunz AG Ord. 10,000 1,494,559 37999392
Rheinmetal Berlin (b) 13,000 2,012,092 76299092
8,694,075

SHARES VALUE (NOTE 1)
ITALY - 0.7%
Banco di Napoli Ord. 2,000,000 $ 2,169,360 42799594

TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $10,795,559) 11,585,837
REPURCHASE AGREEMENTS - 14.3%
MATURITY
AMOUNT
Investments in repurchase agreements
U.S. Treasury obligations), in a joint
trading account at 3.56% dated
4/29/94 due 5/2/94 $ 44,342,385 44,338,000
TOTAL INVESTMENT IN SECURITIES - 100.0%
(Cost $301,030,527) $ 311,069,105
LEGEND
(a) Non-income producing
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $1,804,925 or 0.6% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $410,911,614 and $158,485,509, respectively.
The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of FMR. The commissions paid to these affiliated
firms were $3,777 for the period (see Note 4 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $301,030,527. Net unrealized appreciation aggregated
$10,038,578, of which $17,855,476 related to appreciated investment
securities and $7,816,898 related to depreciated investment securities.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Aerospace & Defense 2.4%
Basic Industries 13.9
Conglomerates 0.4
Construction & Real Estate 5.4
Durables 8.9
Energy 6.1
Finance 13.8
Health 0.9
Industrial Machinery & Equipment 7.9
Media & Leisure 1.0
Nondurables 0.7
Repurchase Agreements 14.3
Retail & Wholesale 7.2
Services 2.7
Technology 0.7
Transportation 5.6
Utilities 8.1
100.0%
EUROPE CAPITAL APPRECIATION
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $44,338,000) (cost $301,030,527) $ 311,069,105
(Notes 1 and 2) - See accompanying schedule

Cash 155,256

Receivable for investments sold 28,659,349

Receivable for fund shares sold 29,152,230

Dividends receivable 287,984

Prepaid expenses 22,611

TOTAL ASSETS 369,346,535

LIABILITIES

Payable for investments purchased $ 40,264,359

Payable for fund shares redeemed 3,827,957

Accrued management fee 172,757

Other payables and accrued expenses 254,860

TOTAL LIABILITIES 44,519,933

NET ASSETS $ 324,826,602

Net Assets consist of (Note 1):

Paid in capital $ 310,545,010

Undistributed net investment income 5,857

Accumulated undistributed net realized gain (loss) on investments 4,237,157

Net unrealized appreciation (depreciation) on investment securities 10,038,578

NET ASSETS, for 28,023,945 shares outstanding $ 324,826,602

NET ASSET VALUE, offering price and redemption price per share ($324,826,602 (divided by)
28,023,945 shares) (Note 4) $11.59

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
DECEMBER 21, 1993 (COMMENCEMENT OF OPERATIONS) TO
APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 731,931
Dividends

Interest 420,453

1,152,384

Less foreign taxes withheld (146,649
)

TOTAL INCOME 1,005,735

EXPENSES

Management fee (Note 4) $ 467,445

Transfer agent fees (Note 4) 379,074

Accounting fees and expenses 39,315
(Note 4)

Non-interested trustees' compensation 217

Custodian fees and expenses 43,840

Registration fees 58,339

Audit 11,455

Legal 43

Miscellaneous 150

TOTAL EXPENSES 999,878

NET INVESTMENT INCOME 5,857

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1) 4,237,157
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) on investment securities 10,038,578

NET GAIN (LOSS) 14,275,735

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 14,281,592

OTHER INFORMATION

Accounting fees paid to FSC $39,044
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C>
DECEMBER 21,
1993
(COMMENCEMENT
OF OPERATIONS) TO
APRIL 30, 1994
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 5,857
Net investment income

Net realized gain (loss) on investments 4,237,157

Change in net unrealized appreciation (depreciation) on investments 10,038,578

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 14,281,592

Share transactions 475,770,615
Net proceeds from sales of shares

Cost of shares redeemed (165,225,605)

Net increase (decrease) in net assets resulting from share transactions 310,545,010

TOTAL INCREASE (DECREASE) IN NET ASSETS 324,826,602

NET ASSETS

Beginning of period -

End of period (including undistributed net investment income of $5,857) $ 324,826,602

OTHER INFORMATION
Shares

Sold 42,886,188

Redeemed (14,862,243)

Net increase (decrease) 28,023,945

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C>
DECEMBER 21,
1993
(COMMENCEMENT
OF OPERATIONS) TO
APRIL 30, 1994
(UNAUDITED)

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.00

Income from Investment Operations

Net investment income -

Net realized and unrealized gain (loss) on investments 1.59

Total from investment operations 1.59

Net asset value, end of period $ 11.59

TOTAL RETURN(dagger) 15.90%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 324,827

Ratio of expenses to average net assets 1.70%*

Ratio of net investment income to average net assets .01%*

Portfolio turnover rate 294%*

* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

</TABLE>

JAPAN
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 77.9%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.3%
SHIP BUILDING & REPAIR - 0.3%
Namura Shipbuilding (b) 157,000 $ 1,118,005 62999892
BASIC INDUSTRIES - 4.2%
CHEMICALS & PLASTICS - 2.0%
Denki Kagaku Kogyo 350,000 1,365,115 24899092
Gun-Ei Chemical Industries Co. Ltd.
Ord. 200,000 1,146,460 40280799
JSP Corp. 13,000 248,399 47399492
Kanegafuchi Chemical, Inc. 268,000 1,776,459 48418199
Tayca Corp. 256,000 1,182,546 94799392
Toyo Ink Manufacturing Co. Ltd. 200,000 1,276,470 89227499
6,995,449
IRON & STEEL - 0.6%
Araya Industrial 50,000 234,906 03899592
Kawasaki Steel Corp. 566,000 2,068,215 48636810
2,303,121
METALS & MINING - 0.5%
QNI Ltd. 200,000 228,896 74799B92
Teikoku Oil Co. 200,000 1,404,512 87999692
1,633,408
PACKAGING & CONTAINERS - 0.2%
Dai Nippon Shigyo Co. Ltd. 9,000 94,849 23599592
Yamamura Glass Co. Ltd. 100,000 789,914 98599592
884,763
PAPER & FOREST PRODUCTS - 0.9%
Chuetsu Pulp & Paper Co. Ltd. 283,000 1,223,650 17199092
Daio Paper Corp. 38,000 434,158 24299492
Indah Kiat Pulp & Paper (For. Reg.) 200,000 273,588 45499B23
Rengo Co. Ltd. 145,000 1,165,369 75999292
Tjiwa Kimia Pabrik Kertas 100,000 222,579 95499292
3,319,344
TOTAL BASIC INDUSTRIES 15,136,085
CONSTRUCTION & REAL ESTATE - 3.7%
BUILDING MATERIALS - 1.0%
Chichibu Cement Co. 36,000 421,944 16899010
Chofu Seisakusho Co. Ltd. 27,000 678,125 16999999
Dainichi Co. Ltd. 14,000 274,402 23499E22
Natoco Paint Co. Ltd. 7,000 227,519 63199C22
Nippon Sheet Glass Co. Ltd. 175,000 941,101 65461399
Tostem Corp. 30,000 1,019,403 89299110
3,562,494
CONSTRUCTION - 0.9%
Kaneshita Construction Co. Ltd. Ord. (b) 45,000 780,065 49099592
Sekisui House Ltd. 100,000 1,250,862 81607810
Subaru Enterprise Co. Ltd. Ord. 47,000 442,549 86499292
Taisei Rotec Corp. 80,000 782,429 87599492
3,255,905
ENGINEERING - 0.8%
C Cube Corporation 61,000 859,155 17499793
Nippon Denwa Shisetsu Ord. 127,800 2,076,923 68599292
2,936,078
REAL ESTATE - 1.0%
Hankyu Realty Co. Ltd. Ord. 48,000 402,324 41099292
Keihanshin Real Estate Co. Ltd. 52,000 435,339 48799692
Mitsubishi Estate Ltd. 150,000 1,743,327 60678310
Nichimo Corp. 221,000 979,514 68599492
3,560,504
TOTAL CONSTRUCTION & REAL ESTATE 13,314,981

SHARES VALUE (NOTE 1)
DURABLES - 21.3%
AUTOS, TIRES, & ACCESSORIES - 9.6%
Autobacs Seven Co. Ltd. 6,400 $ 819,462 05299392
Bridgestone Corp. 200,000 2,994,190 10844110
Calsonic Corp. 110,000 682,557 13199292
Daido Metal Co. 42,000 252,339 45599792
Daikin Manufacturing Co. Ltd. 60,000 933,714 24199192
Gastec Service, Inc. 15,000 107,111 37599292
Honda Motor Co. Ltd. 285,000 4,715,847 43812810
Kamei Corp. 91,000 1,174,136 48399792
Mazda Motor Corp. 430,000 2,236,185 57878592
Mitsubishi Motors Corp. 227,000 2,007,742 60899692
Nippon Cable Systems 77,000 910,076 65799392
Nissan Diesel Motor Co. Ord. 75,000 369,349 68099492
Nissan Motor Co. Ltd. Ord. 414,000 3,506,746 65474491
Sumitomo Rubber Industries 277,000 2,700,974 86699892
Suzuki Motor Corp. 213,000 2,832,167 86958592
Toyoda Gosei Co. 86,000 770,807 90399292
Toyota Motor Corp. 204,000 3,998,424 89399999
Yamaha Motor Co. Ltd. (b) 344,000 3,049,347 98456092
Yamakawa Industries Co. Ltd. 3,000 25,323 99199922
Yorozu Corp. 25,000 566,335 99199792
34,652,831
CONSUMER DURABLES - 0.3%
Sankyo Co. Ltd. 11,000 706,392 82299792
Super Tool Co. Ltd. 40,000 354,181 86899B22
1,060,573
CONSUMER ELECTRONICS - 6.8%
Daiichi Corp. Ord. 30,000 771,201 23599B92
Kenwood Corp. 40,000 346,302 49178692
Matsushita Electric Industrial Co. Ltd. 636,000 10,461,144 57687910
Orient Watch Industrial Co. 4,360 434,542 68899B22
Pioneer Electronic Corp. 70,000 1,799,468 72365710
Rinnai Corp. Ord. 25,000 768,246 76681999
Sharp Corp. 90,000 1,471,486 81989991
Sony Corp. 137,000 7,772,284 83569999
Zojirushi Thermos 44,000 689,058 91199492
24,513,731
HOME FURNISHINGS - 0.6%
Daiwa Rakuda Industry Co. Ltd. 11,000 253,521 51899392
Lilycolor Co. Ltd. 27,000 239,338 53299592
Matsuya Denki Co. Ltd. 34,000 338,225 57699890
Nitori Co. Ltd. 10,000 365,409 68599793
Nitori Co. Ltd. (warrants #2) (b) 500 88,016 68599794
Pricerite Group Ltd. 120,000 20,195 74199D22
Shimachu 23,000 962,770 82399010
2,267,474
TEXTILES & APPAREL - 4.0%
Atsugi Nylon Industrial 200,000 1,274,500 04984010
Daidoh Ltd. 29,000 264,208 56299292
Daiwabo Spinning Co. Ltd. 206,000 706,077 23699792
Kimuratan Co. Ltd. 137,000 770,481 49439999
Kurabo Industries Ltd. 450,000 1,865,952 50157710
Morishita Co. Ltd. 20,000 439,279 61799N22
Nippon Felt Co. Ltd. 64,000 450,704 65899592
Nisshinbo Industries, Inc. 377,000 3,973,113 65411310
Sangetsu Company Ltd. 55,000 2,015,168 80019999
Sotoh Co. Ltd. 32,000 457,008 83599592
Teijin 200,000 1,004,630 87999410
Toyobo Co. 250,000 1,110,510 90899392
14,331,630
TOTAL DURABLES 76,826,239
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - 1.5%
OIL & GAS - 1.5%
Cosmo Oil Co. Ltd. 340,000 $ 2,799,567 22199092
Hokuriku Gas Co. (b) 40,000 205,260 43899592
Showa Shell Sekiyu (b) 180,000 2,446,567 82510310
5,451,394
FINANCE - 11.0%
BANKS - 3.8%
Akita Bank 337,000 2,423,027 00999692
Bank of the Ryukyus 8,000 457,008 83499192
Bank of Saga Ord. 64,000 497,981 88299692
Eighteenth Bank 67,000 613,710 26899192
Higo Bank Ltd. Ord. 97,000 742,332 43299192
Kagoshima Bank Ltd. 216,000 1,595,588 48299592
Mitsubishi Trust & Banking 225,000 3,324,141 60699410
Mitsui Trust & Banking 40,000 433,370 60684699
Okinawa Bank 9,100 488,476 67899792
Sumitomo Trust & Banking Co. 225,000 3,102,532 86599310
13,678,165
CREDIT & OTHER FINANCE - 0.9%
Nichiei Co. Ltd. 7,700 686,349 68999392
Promise Co. Ltd. (b) 37,500 2,411,849 74499E22
3,098,198
INSURANCE - 1.4%
Dai-Tokyo Fire & Marine Insurance
Ord. 241,000 1,851,473 23399210
Sumitomo Marine and Fire 170,000 1,650,941 94599392
Tokio Marine & Fire Insurance Co. Ltd.
(The) 110,000 1,408,451 88909099
4,910,865
SECURITIES INDUSTRY - 4.9%
Boo Kook Securities Co. Ltd. 448 9,596 09899122
Daiwa Securities Ltd. 460,000 7,203,784 23499010
Nikko Securities 85,000 1,021,373 65399010
Nomura Securities Co. Ltd. 320,000 6,965,430 65536130
Osaka Securities Finance Co. Ltd. Ord. 130,000 883,483 68799192
Osaka Shoken Daiko Co. Ltd. 13,000 172,855 68799C22
Seoul Securities Co. (b) 1,000 17,581 83599P22
Tokyo Securities Co. Ltd. 93,000 761,184 89799C92
Wako Securities 81,000 797,794 93199010
17,833,080
TOTAL FINANCE 39,520,308
HEALTH - 0.4%
DRUGS & PHARMACEUTICALS - 0.3%
Fuji Rebio 48,000 553,137 35999410
Seikagaku Corp. 13,000 640,205 81599892
1,193,342
MEDICAL EQUIPMENT & SUPPLIES - 0.1%
Hitachi Medical Corp. Ord. 20,000 443,219 43999792
TOTAL HEALTH 1,636,561
INDUSTRIAL MACHINERY & EQUIPMENT - 6.8%
ELECTRICAL EQUIPMENT - 3.2%
Fanuc Ltd. 18,000 758,791 30729599
Hokuetsu Industries Co. Ltd. 47,000 201,369 43699392
ICOM, Inc. 117,000 1,878,361 44999A92
Keyence Corp. 18,700 1,989,166 49399292
Mitsubishi Electric Co. Ord. 400,000 2,387,472 60673220
Mori Seiki Co. Ord. 121,000 2,812,568 61799999

SHARES VALUE (NOTE 1)

Nifco, Inc. 70,000 $ 992,810 66099892
Yaesu Musen Co. Ltd. 33,000 529,794 98499F92
11,550,331
INDUSTRIAL MACHINERY & EQUIPMENT - 3.6%
AIDA Engineering Ltd. Ord. 70,000 517,778 00871210
Amada Ltd. (b) 82,000 904,560 02263110
Amadasonoike Co. Ltd. 109,000 826,653 02499492
Daewoo Heavy Industries Ltd. 3,000 41,971 23999492
Fuji Machine Manufacturing Co. Ltd.
Ord. 60,000 1,595,588 36099892
Hamada Printing Press Co. Ltd. 28,000 160,504 40699B22
Hitachi Const. Machinery Co. Ltd. 155,000 2,198,365 47199692
Kato Works Co. Ltd. 102,000 689,175 48699192
Kobe Diesel Co. 51,000 218,507 49999692
Kyokuto Kaihatsi Kogyo Co. Ltd. Ord. 25,000 637,742 74599692
Okuma Corp. 143,000 1,133,803 67999192
SMC Corp. 23,000 878,952 83199292
Shibuya Industries 24,000 288,388 88699092
Shintokogio Ltd. (b) 69,000 534,167 97199392
Star Micronics Co. Ltd. Ord. (b) 87,000 985,423 58999492
Tsugami Corp. 201,000 892,850 89853699
Zuiko Corp. 32,000 605,141 91399892
13,109,567
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 24,659,898
MEDIA & LEISURE - 2.0%
BROADCASTING - 0.2%
Asahi Broadcasting Corp. 5,000 709,150 04399292
LEISURE DURABLES & TOYS - 1.0%
Combi Corp. 5,000 65,990 20099522
Shimano Inc. (b) 30,000 788,929 82498099
Takara Co. Ltd. 59,000 691,520 87599892
Yamaha Corp. 160,000 1,922,584 98463499
3,469,023
RESTAURANTS - 0.8%
Joyfull Co. Ltd. (b) 21,000 459,175 49499F22
Kentucky Fried Chicken Japan 24,000 546,046 49199292
Ohsho Food Service Corp. 5,000 169,408 68899992
Royal Co. Ltd. 65,900 973,604 77999110
Yoshinoya D&C Co. Ltd. Ord. 33 611,051 98999192
2,759,284
TOTAL MEDIA & LEISURE 6,937,457
NONDURABLES - 4.6%
AGRICULTURE - 0.1%
Yonkyu Co. Ltd. 13,200 468,039 98699B22
BEVERAGES - 1.7%
Fuju Coca-Cola Bottling Co. Ltd. 1,000 16,744 36499D22
Hokkaido Coca-Cola Bottling Co. 16,000 296,267 43499C22
Kinki Coca-Cola Bottling Co. 40,000 795,824 49699392
Kirin Brewery Co. Ltd. 187,000 2,247,020 49712510
Mikuni Coca-Cola Bottling Co. 75,000 1,351,817 60241010
Nikka Whiskey Distilling Co. 44,000 468,039 65499E22
Sanyo Coca-Cola Bottling Co. 35,000 672,215 80399999
Shikoku Coca-Cola Bottling Co. Ltd. (b) 12,400 219,836 80099B22
6,067,762
FOODS - 1.9%
Chubu Suisan 185,000 1,056,831 17199A22
Ezaki Glicko Co. 180,000 1,932,433 30199492
Nippon Suisan Kaisha Ltd. (b) 450,000 2,007,783
Sonton Food Industry Co. Ltd. 41,600 610,500 83599692
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - CONTINUED
FOODS - CONTINUED
Toho Co. Ltd. Store 70,000 $ 944,548 94499B22
Toho Co. Ltd. Store (warrants) (b) 900 203,328 94499B23
6,755,423
HOUSEHOLD PRODUCTS - 0.9%
Nicca Chemical Co. Ltd. Ord. 11,000 162,514 65399D22
Pigeon Corp. 15,000 440,264 72099292
Uni Charm Corp. Ord. 90,000 2,570,669 90456910
3,173,447
TOTAL NONDURABLES 16,464,671
RETAIL & WHOLESALE - 4.1%
APPAREL STORES - 0.6%
Charle Co. Ltd. 51,000 1,230,671 15999392
Sagami Co. Ltd. 34,000 291,008 78699492
Xebio Co. Ltd. 15,000 540,727 98399192
2,062,406
APPLIANCE STORES - 0.2%
Japan CBM Corp. 23,000 724,909 47099B22
GENERAL MERCHANDISE STORES - 1.8%
Aoyama Trading Co. Ord. 15,000 694,376 03799092
Ito Yokado Co. Ltd. 50,000 2,634,689 46571410
Marui Co. Ltd. 137,000 2,266,916 60444310
Matsuzakaya Co. Ltd. 55,000 785,482 57699492
6,381,463
GROCERY STORES - 0.7%
Izumi Co. Ord. 42,000 1,009,357 46399292
Marukyo Corp. 30,000 1,063,725 57899792
Matsumoto, Inc. 17,000 514,035 57899A22
Yamae Hisano Co. 1,000 12,016 98899392
2,599,133
RETAIL & WHOLESALE, MISCELLANEOUS - 0.5%
Juel Verite Ohkubo Co. Ltd. 19,000 207,722 49499892
Senshukai Co. Ltd. 38,500 1,327,194 81719999
Tachibana Shokai Ltd. 37,000 364,424 88699192
1,899,340
TRADING COMPANIES - 0.3%
Kanematsu-Gosho Ltd. 251,000 1,236,087 48418999
Nam Sung Corp. (b) 1,200 20,057 63299D22
1,256,144
TOTAL RETAIL & WHOLESALE 14,923,395
SERVICES - 2.1%
LEASING & RENTAL - 0.8%
Nishio Rent All Co. Ltd. Ord. 24,000 685,512 68399692
Orix Corp. 60,000 2,287,009 68616710
2,972,521
PRINTING - 0.8%
Komori Corp. 79,000 2,131,981 50046299
Toppan Printing Co. Ltd. 60,000 768,246 89074799
2,900,227
SERVICES - 0.5%
Nippon Kanzai Co. Ltd. 16,800 736,334 68399192
Tasaki Shinju Co. Ltd.:
Ord. 57,000 887,028 87899392
(warrants) (b) 70 113,750 87899393
1,737,112
TOTAL SERVICES 7,609,860

SHARES VALUE (NOTE 1)
TECHNOLOGY - 12.9%
COMMUNICATIONS EQUIPMENT - 0.4%
Uniden 40,000 $ 1,339,506 90499392
COMPUTER SERVICES & SOFTWARE - 0.3%
Ines Corp. Ord. 97,000 1,241,998 45699192
COMPUTERS & OFFICE EQUIPMENT - 3.2%
Aseed Co. Ltd. 18,000 468,039 09699922
Canon, Inc. 270,000 4,387,864 13780199
Casio Computer Co. Ltd. Ord. 276,000 3,425,196 14761893
Fujitsu Ltd. 200,000 2,009,258 35959010
Katsuragawa Electric Co. 17,000 385,108 48799C92
Nakamichi Corp. 68,000 472,176 62899592
Nissho Electronics Corp. 18,000 287,206 68299892
11,434,847
ELECTRONIC INSTRUMENTS - 0.5%
Advantest Corp. 39,000 1,325,224 00799010
Dainippon Screen Manufacturing Co. 71,000 513,986 23699492
1,839,210
ELECTRONICS - 8.5%
ADO Electronic Industrial Co. 13,000 434,059 00699992
Alps Electric Co. Ltd. 93,000 1,300,699 02199292
Fujitsu Business Systems Ltd. 22,000 860,238 38199592
Futaba Corp. 60,000 2,369,743 36399292
Hitachi Ltd. 375,000 3,545,749 43357810
Hitachi Maxell Ltd. 115,000 2,321,974 43358990
Kinseki Ord. (b) 70,000 1,130,700 49799092
Kyocera Corporation 15,000 945,533 50155610
Nichicon Corp. 227,000 3,040,679 66199793
Ryoden Trading Co. Ltd. 135,000 1,223,284 78379999
Ryosan Co. Ltd. 40,000 1,201,615 78399999
Ryoyo Electro Corp. Ord. 71,000 2,069,930 74999999
Sanshin Electronic Co. Ltd. 32,000 441,249 80199892
Shinko Shoji 36,000 446,765 90699492
TDK Corp. 91,000 4,104,994 87235110
Tabai Espec Corp. 40,000 531,862 88199592
Taiyo Yuden Co. Ltd. 65,000 710,627 87404799
Tokyo Electron Ltd. 70,000 2,226,928 89499999
Toshiba Corp. 150,000 1,137,595 89149310
U-Shin Ltd. 43,000 334,581 91399293
Varitronix International Ltd. 180,000 256,320 95099792
30,635,124
TOTAL TECHNOLOGY 46,490,685
TRANSPORTATION - 3.0%
AIR TRANSPORTATION - 0.2%
Airport Facilities Co. Ltd. 15,000 212,745 01399692
Japan Airport Terminal 50,000 654,979 47299892
867,724
RAILROADS - 0.6%
East Japan Railway Ord. (b) 350 1,661,578 27399722
Hanshin Electric Railway Co. Ltd. 100,000 489,511 41899492
2,151,089
SHIPPING - 1.3%
Isewan Terminal Service Co. Ltd. 36,000 224,091 46499D22
Kawasaki Kisen Kaisha Ltd. 436,000 1,507,300 48639892
Mitsui OSK Lines 660,000 2,346,696 60799792
Shinwa Kaiun Kaisha Ltd. 193,000 703,338 98499092
Tokyo Kisen Co. Ltd. 12,000 93,844 88999999
4,875,269
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - 0.9%
Fukuyama Transporting Co. Ltd. (b) 50,000 $ 586,033 35959110
Hitachi Transport System Co. 79,000 902,591 43699992
Yamato Transport Co. Ltd. 140,000 1,737,413 99399892
3,226,037
TOTAL TRANSPORTATION 11,120,119
TOTAL COMMON STOCKS
(Cost $263,270,671) 281,209,658
CONVERTIBLE BONDS - 0.1%
MOODY'S RATINGS PRINCIPAL
AMOUNT (A)
RETAIL & WHOLESALE - 0.1%
GENERAL MERCHANDISE STORES - 0.1%
Aoyama Trading Co. Ltd. 0%,
9/30/97 - JPY 30,000,000 267,999 037990AB
RETAIL & WHOLESALE, MISCELLANEOUS - 0.0%
Laox Co. Ltd. 1.90%,
3/31/03 - JPY 10,000,000 110,608 539993AA
TOTAL RETAIL & WHOLESALE 378,607
TECHNOLOGY - 0.0%
COMMUNICATIONS EQUIPMENT - 0.0%
Uniden Corp. 1 3/5%,
3/30/01 - JPY 5,000,000 54,122 904993AA
TOTAL CONVERTIBLE BONDS
(Cost $393,425) 432,729
U.S. TREASURY OBLIGATIONS - 0.5%

U.S. Treasury Bill 0%,
7/7/94 (Cost $1,987,001) Aaa $ 2,000,000 1,986,180
REPURCHASE AGREEMENTS - 21.5%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 3.56% dated
4/29/94 due 5/2/94 $ 77,548,999 77,526,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $343,177,097) $ 361,154,567
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
435 Nikkei Stock
Average
Contracts June, 1994 $ 43,367,150 $ (737,150)
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 12.0%
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
3,422,765,000 JPY 5/20/94 to
6/6/94 $ 33,764,097 $ (704,498)
(Receivable amount $33,059,599)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 9.3%
CURRENCY ABBREVIATIONS
JPY - Japanese yen
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $310,629,292 and $163,704,479, respectively.
The market value of futures contracts opened and closed amounted to
$131,351,475 and $87,984,325, respectively.
The fund participated in the bank borrowing program. The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $5,604,000 and $2,478,200, respectively. The
weighted average interest rate was 3.99%. Interest expense includes $1,374
paid under the bank borrowing program (see Note 5 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $343,199,158. Net unrealized appreciation aggregated
$17,955,409, of which $20,877,655 related to appreciated investment
securities and $2,922,246 related to depreciated investment securities.
JAPAN
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $77,526,000) (cost $343,177,097) $ 361,154,567
(Notes 1 and 2) - See accompanying schedule

Short foreign currency contracts $ (33,764,097
(Note 2)
Contracts held, at value

Receivable for contracts held 33,059,599 (704,498
)

Cash 46,964

Receivable for investments sold 2,934,821

Receivable for fund shares sold 10,044,384

Dividends receivable 692,159

Interest receivable 222

Receivable for daily variation on futures contracts 43,500

TOTAL ASSETS 374,212,119

LIABILITIES

Payable for investments purchased 6,537,090

Payable for fund shares redeemed 13,640,329

Accrued management fee 189,683

Other payables and accrued expenses 218,465

TOTAL LIABILITIES 20,585,567

NET ASSETS $ 353,626,552

Net Assets consist of (Note 1)

Paid in capital $ 335,876,803

Accumulated net investment (loss) (1,350,074
)

Accumulated undistributed net realized gain (loss) on investments 2,564,001

Net unrealized appreciation (depreciation) on:

Investment securities 17,977,470

Foreign currency contracts (704,498
)

Futures contracts (737,150
)

NET ASSETS, for 25,864,513 shares outstanding $ 353,626,552

NET ASSET VALUE, offering price and redemption price per share ($353,626,552 (divided by) 25,864,513 shares)
(Note 4) $13.67

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 914,013
Dividends

Interest 463,733

1,377,746

Less foreign taxes withheld (Note 1) (135,209
)

TOTAL INCOME 1,242,537

EXPENSES

Management fee (Note 4) $ 690,285
Basic fee

Performance adjustment (21,323
)

Transfer agent fees (Note 4) 638,085

Accounting fees and expenses 54,641
(Note 4)

Non-interested trustees' compensation 482

Custodian fees and expenses 67,690

Registration fees 25,469

Audit 12,420

Legal 1,240

Interest (Note 5) 1,374

Miscellaneous 518

TOTAL EXPENSES 1,470,881

NET INVESTMENT INCOME (LOSS) (228,344
)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 2)
Net realized gain (loss) on:

Investment securities 2,820,836

Foreign currency contracts 75,419

Futures contracts (280,800 2,615,455
)

Change in net unrealized appreciation (depreciation) on:

Investment securities 16,089,968

Foreign currency contracts (1,089,954
)

Futures contracts (737,150 14,262,864
)

NET GAIN (LOSS) 16,878,319

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 16,649,975

OTHER INFORMATION

Accounting fees paid to FSC $54,305
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1994 1993
(UNAUDITED)

Operations $ (228,344 $ (757,305
Net investment income (loss) ) )

Net realized gain (loss) on investments 2,615,455 4,923,789

Change in net unrealized appreciation (depreciation) on investments 14,262,864 2,318,483

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 16,649,975 6,484,967

Distributions to shareholders from net realized gains (2,956,715 -
)

Share transactions 688,437,764 473,221,868
Net proceeds from sales of shares

Reinvestment of distributions 2,893,589 -

Cost of shares redeemed (469,593,194 (364,464,963
) )

Net increase (decrease) in net assets resulting from share transactions 221,738,159 108,756,905

TOTAL INCREASE (DECREASE) IN NET ASSETS 235,431,419 115,241,872

NET ASSETS

Beginning of period 118,195,133 2,953,261

End of period (including accumulated net investment loss of $(1,350,074) and $(757,225),
respectively) $ 353,626,552 $ 118,195,133

OTHER INFORMATION
Shares

Sold 52,975,157 36,026,261

Issued in reinvestment of distributions 247,315 -

Redeemed (36,211,649 (27,472,802
) )

Net increase (decrease) 17,010,823 8,553,459

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SIX MONTHS YEAR ENDED SEPTEMBER 15,
ENDED APRIL 30, OCTOBER 31, 1992
1994 1993 (COMMENCEMENT
(UNAUDITED) OF OPERATIONS) TO
OCTOBER 31, 1992

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 13.35 $ 9.84 $ 10.00

Income from Investment Operations

Net investment income (.02)** (.09) -

Net realized and unrealized gain (loss) on investments .73 3.60 (.16)

Total from investment operations .71 3.51 (.16)

Less Distributions

From net realized gain (.39) - -

Net asset value, end of period $ 13.67 $ 13.35 $ 9.84

TOTAL RETURN(dagger)(diamond) 5.81% 35.67% (1.60)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 353,627 $ 118,195 $ 2,953

Ratio of expenses to average net assets 1.66%* 1.71% 2.00%*

Ratio of expenses to average net assets before expense reductions1.66%* 1.71% 3.59%*(diamond)

Ratio of net investment income to average net assets (.26)%* (.77)% .03%*

Portfolio turnover rate 206%* 257% -%

* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
** NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
(diamond) EXPENSES LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. TOTAL RETURN WOULD HAVE BEEN LOWER HAD
THE LIMITATION NOT BEEN IN EFFECT.

</TABLE>

PACIFIC BASIN
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 92.1%
SHARES VALUE (NOTE 1)
AUSTRALIA - 7.7%
Accor Asia Pacific Ltd. 750,000 $ 590,125 00499N22
Amcor Ltd. 126,885 880,380 02341R10
Ampolex Ltd. Ord. 1,040,000 3,273,213 03212792
Broken Hill Proprietary Co. Ltd. (The) 325,034 3,952,446 05599810
Burns Philp & Co. 209,225 598,635 12239310
CRA Ltd. Ord. 41,000 486,247 12627210
CSR Ltd. 150,000 515,016 12639610
Coca-Cola Amatil Ltd. (b) 125,936 765,697 19108593
Comalco Ltd. 252,000 838,190 19983099
Commonwealth Bank of Australia (c) 324,886 1,910,253 20299492
Country Road Ltd. (b) 750,000 686,688 22299392
Fosters Brewing Group Ltd. 500,000 439,910 35025810
Gold Mines Kalgoorlie 479,390 435,492 38065310
Mount Burgess Gold Mining Co. (b) 634,000 90,700 62499922
National Foods Limited 7,977 11,012 63699292
Nine Network Australia Ltd. 350,000 1,326,881 68999792
Oil Search Ltd. 1,285,000 799,668 67799992
Pacific BBA Ltd. (c) 1,080,000 2,974,223 69399292
Parbury Ltd. (b) 100,000 44,349 69999392
Plutonic Resources Ltd. 658,125 3,389,449 72999192
QNI Ltd. 1,694,880 1,939,756 74799B92
Rothmans Holdings Ltd. Ord. (b) 344,500 1,626,378 77869910
Shomega Ltd. 715,000 987,079 82599M22
TNT Ltd. (b) 1,500,000 2,296,110 93599292
Vox Ltd. 1,010,000 505,717 92899B92
WD & HO Wills Holdings Ltd. 155,700 456,626
Western Mining Corp. Holdings Ltd. 322,237 1,613,473 95869410
Woodside Petroleum Ltd. 500,000 1,545,050 98022810
Woolworths Ltd. 306,098 680,939 98088892
35,659,702
GRAND CAYMAN - 0.0%
Sanzo Finance #5 (warrants) (b) 250 128,125 80599B22
HONG KONG - 8.1%
Allan International Holdings Ltd. 100,000 10,745 01699522
Amway Asia Pacific Ltd. (b) 2,000 75,750 03299H22
Applied International Holdings Ord. 2,000,000 647,280 03792310
Associates International Hotels Ltd. (b) 300,000 300,984 04599492
Benelux International Ltd. (b) 3,000,000 504,870 08199922
CDL Hotels International Ltd. 1,070,937 408,980 14999792
Chen Hsong Holdings Ltd. 1,230,000 752,354 16599292
Chimney Investments Ltd. (b) 8,302,000 1,655,087 16999B22
China Paint Holdings Ltd. (b) 2,000,000 245,960 17799392
Chow Sang Sang Holdings Ltd. 2,000,000 893,240 17399K92
Culturecom Holdings Ltd. 5,116,664 576,290 23099322
Culturecom Holdings Ltd. (warrants) (b) 1,523,332 48,518 23099324
Denway Investment Ltd. 1,000,000 178,650 24999C23
Dickson Concepts International 3,150,000 2,120,485 25399210
First Pacific Co. Ltd. 1,530,991 688,732 33699192
Fortei Holdings Ltd. 1,500,000 299,040 34999D22
Genting International 290,000 710,500 37245393
Grand Hotel Holdings Ltd. Class A 1,500,000 606,825 38599292
Grande Holdings Ltd. 246,000 334,383 38699622
Great Wall Electronics International Ltd. (b) 750,000 94,177 39199922
Great Wall Electronics International Ltd.
(warrants) (b) 75,000 2,194 39199923
Guangdong Investments Ltd. Ord. 2,000,000 1,126,260 40199492
Guangzhou Investment Co. Ltd. 4,750,000 1,352,800 40099G22
HKR International Ltd. 2,249,600 2,096,807 43999192
Henderson Investment Ltd. 1,100,000 818,807 42599422
Herald Holdings 1,000,000 204,540 42699892
Hong Kong Telecommunications Ltd. 1,000,000 1,915,930 43857991
International Bank of Asia Ltd. 250,000 103,565 45899E22
International Tak Cheung Holdings 3,898,149 1,513,885 46399892
JCG Holdings 130,000 82,884 46799792

SHARES VALUE (NOTE 1)

Jardine International Motor Corp. 918,000 $ 909,123 47499292
K. Wah International Holdings Ord. (b) 7,442,288 2,215,941 49099292
Kumagai Gumi (b) 1,000,000 1,061,530 50099210
Lam Soon Food Industries Ltd. 1,624,000 425,732 51299592
Lamex Holdings Ltd. 750,000 291,270 51399292
Le Saunda Holdings Ltd. (b) (c) 900,000 133,983 52199792
Leefung Asco Printers Holdings Ltd. (b) 2,387,000 423,334 52499692
M.C. Packaging 1,213,333 467,291 62399092
Mingly Corp. 1,500,000 287,385 60399C22
National Mutual Asia Ltd. (b) 3,500,000 1,778,385 63699592
Prod-Art Technology Holdings Ltd. 1,970,000 288,172 74499C92
S Megga International 2,000,000 582,540 99999C92
S Megga International (warrants) (b) 1,250,000 221,687 99999C93
SHK Hong Kong Industries Ltd. 330,000 41,438 90699B92
Shougang Concord International
Enterprises Co. (b) 2,000,000 627,860 99099L22
Sime Darby Hong Kong Ltd. 500,000 802,620 82899392
Siu Fung Ceramics Holdings Ltd. (b) 1,000,000 281,560 82999G22
South China Brokerage Co. Ltd. 530,000 124,184 83799E22
Star Paging International Holdings Ltd. 718,000 253,282 85599692
Stone Electronic Technology 200,000 60,196 86199B22
Sun Hung Kai Properties Ltd. 300,000 1,805,895 86676H10
Swire Pacific Class A 200,000 1,436,950 87079410
Tai Cheung Holdings Ltd. (b) 477,970 686,819 93499892
Wing Shan International 1,000,000 278,330 97499722
World Houseware Holdings Ltd. 435,000 202,727 98199A22
Yaohan International Caterers Ltd. (b) 542,000 175,413 99099692
Yips Hang Cheung Holdings Ltd. 1,524,000 434,035 99599592
Yue Yuen Industrial Holdings Ltd 4,000,000 932,080 98899D92
37,600,284
INDIA - 1.1%
Bombay Dyeing & Manu. Co. Ltd. GDR 35,000 315,000 09799H23
CESC Ltd. GDR (5 shares GDR &
2 warrants) (c) 19,000 969,000 15712820
Great Eastern Shipping Co. Ltd. GDR 25,000 218,750 39099823
Himalayan Fund NV IS (b) 60,000 900,000 43299792
Himalayan Fund NV IS:
Class C 15,000 108,750 43299794
(warrants) (b) 12,000 33,000 43299793
ITC Ltd. (b)(c):
GDS (1 share & 1/2 warrant) 21,000 388,500 45031810
(warrants) 7,000 52,500 45031811
Indo Gulf Fertilizer and Chemicals
GDR (c) 17,000 51,000 45577P10
Southern Petrochemical Industries GDS (b) 130,000 1,722,500 84361310
Tata Electric Companies GDR (c) 210 91,350 87656610
4,850,350
INDONESIA - 6.7%
Andayani Megah PT (b) 400,000 1,168,540 03399722
Argha Karya Prima PT (b) 150,000 243,445 01099992
Astra International PT (For. Reg.) 321,600 2,445,700 04699894
Bank Dagang Nas Indonesia PT 525,000 766,857 06099Q22
Bank International Indonesia Ord. (b) 760,000 2,202,609 06199B92
Bank Mashill Utama PT (For. Reg.) 276,500 403,878 06399L22
Bank Tiara Asia PT (b) 290,000 490,834 06599J22
Barito Pacific Timber PT (For. Reg.) (b) 240,000 957,091 06799F23
Ciputra Development PT (For. Reg.) 90,500 260,186 14999H22
Dharmala International Land 120,000 208,668 25399592
Duta Anggada Realty Ord. 332,500 743,932 26699192
Gadjah Tunniggal Ord. 242,000 389,954 36599292
Indah Kiat Pulp & Paper PT (For. Reg.) 2,195,000 3,002,628 45499B23
Indonesia Development Fund Ltd. (b) 70,000 595,000 71499722
Kabelmetal Indonesia PT (b) 280,000 766,044 84599B92
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDONESIA - CONTINUED
Kalbe Farma (b) 240,000 $ 1,290,960 48699992
Mayora Indah PT (c) 390,000 1,989,304 83099A92
Modern Photo Film PT (b) 442,500 1,744,118 61299792
Modernland Realty PT (b) 247,000 801,750 60999A92
Mulia Industrindo PT (For. Reg.) 225,000 479,936 62499B23
PT Inco 93,000 202,686 78999992
Pakuwon Jati Ord. 620,250 877,226 69599392
Panin Bank (For. Reg.) 1,300,000 1,989,299 69899823
Sampoerna, Hanjaya Mandala 643,000 4,919,702 82299892
Semen Cibinong PT (For. Reg.) (b) 180,000 1,001,606 81799693
Sucaco (b) 61,300 355,316 89399292
Tigaraksa Satria PT (b) 100,000 394,151 95099892
Unilever Indonesia 12,802 246,360 94399592
30,937,780
JAPAN - 38.0%
Acom Co. Ltd. (b) 35,000 1,844,283 00499M22
Aplus Co. Ltd. (b) 50,000 270,856 03899A92
Asahi Diamond Industrial Co. Ltd 103,000 1,602,876 04399010
Aucnet, Inc. (b) 22,000 1,235,103 05099592
Bandai Co. Ltd. 22,800 1,003,802 06099192
Bandai Co. Ltd. (warrants) (b) 100 182,500 06099193
Beltecno Corp. (b) 200 6,402 08099322
C. Itoh Fuel Co. Ltd. #3 (warrants) (b) 360 265,500 73299194
Casio Computer Co. Ltd. (warrants) (b) 200 395,000 14761897
Catena Corp. 95,000 3,087,757 14899792
Charle Co. Ltd. 26,000 627,401 15999392
Chiyoda Corporation 120,000 1,489,216 17098910
Chiyoda Fire & Marine Insurance Ltd. 200,000 1,315,868 17099010
Chuetsu Pulp & Paper Co. Ltd. 2,000 8,648 17199092
Chuo Trust & Banking 85,000 1,138,580 17499492
Citizens Watch Co. Ltd. (warrants) (b) 500 418,750 17560092
DIA Kensetsu Co. Ltd. 89,000 1,314,882 25299492
Daiki Co. Ltd. (b) 26,000 704,225 23999D22
Daito Trust Construction 80,000 2,127,450 24999492
Daiwa House Industry Co. Ltd.
(warrants) (b) 1,000 575,000 23406298
Denki Kogyo Co. 200,000 2,679,012 24899792
Denki Kogyo Co. Ltd. (warrants) (b) 2,500 356,341 24899793
Denyo Co. Ltd. (warrants) (b) 740 1,017,500 24999193
East Japan Railway Ord. (b) 430 2,041,367 27399722
Enix Corp. 24,000 1,160,642 29399A22
Fanuc Ltd. 125,000 5,269,379 30729599
Fuji Coca-Cola Bottling Co. Ltd. 27,000 452,083 36499D22
Fuji Electric Co. Ltd. (b) 850,000 4,169,207 36599492
Fuji Oil Co. (warrants) (b) 200 112,500 35999392
Fujisah Co. Ltd. (b) 14,700 288,122 36099C22
Fujitsu Kiden 15,000 237,861 39599092
Funai Consulting Co. Ltd. (b) 32,000 579,927 36499492
Fuso Pharmaceutical Industries Ltd. 97,000 874,176 36113299
Heiwa Corp. (b) 50,000 1,172,067 42399792
Hitachi Ltd. 300,000 2,836,599 43357810
Hitachi Ltd. ADR 26,800 2,542,650 43357850
Hitachi Transport System Co. 150,000 1,713,780 43699992
Hokko Chemical Industries 69,000 452,615 43599592
Hokuriku Seiyaku Ord. (b) 18,000 283,660 50699392
Honda Motor Co. Ltd. 200,000 3,309,366 43812810
Ichiken Co. (b) 28,000 383,335 73299092
Idec Izumi Corp. 1,000 8,470 45199392
Impact 21 Co. Ltd. 44,400 594,741 45299C22
Inui Tatemono Co. Ltd. (b) 27,000 372,304 46299892
Japan Associated Finance Co. 2,000 258,052 47099692
Kagoshima Bank Ltd. 150,000 1,108,047 48299592
Kawasaki Heavy Industries Ltd. 850,000 3,398,997 48639991

SHARES VALUE (NOTE 1)

Kawasaki Heavy Industries Ltd.
(warrants) (b) 1,000 $ 225,000 48639992
Kawasaki Kisen Kaisha Ltd. (b) 1,250,000 4,321,387 48639892
Kawasaki Steel #1 (warrants) (b) 400 10,000 48636893
Kinki Nippon Railway Co. Ltd. #3
(warrants) (b) 3,000 352,778 49570093
Koa Fire & Marine Insurance Co. Ltd. 11,000 76,273 49999010
Komatsu Limited Ord. 623,000 5,571,595 50045899
Kyocera Corp. (warrants) (b) 650 609,375 50155695
Kyushu Matsushita Electric Co. Ltd. 150,000 4,343,544 50199110
Mabuchi Motor Co. Ltd. 100 7,190 55409799
Marui Co. Ltd. 150,000 2,482,024 60444310
Marukyo Corp. 27,000 957,352 57899792
Matsushita Electric Works
(warrants) (b) 400 564,000 57688192
Matsuzakaya Co. Ltd. 113,200 1,616,665 57699492
Miroku Jyoho Service Co. Ltd. 14,000 330,937 60499D92
Mitsubishi Gas Chemical 680,000 3,060,768 60678899
Mitsubishi Heavy Industry 500,000 3,324,140 60699310
Mitsubishi Kasei Corp. (warrants) (b) 400 270,000
Mitsubishi Oil #5 (warrants) (b) 200 197,500 60799923
Mitsubishi Petrochemical Co. 170,000 1,138,580 60690910
Mitsubishi Rayon Co. Ltd. 200,000 770,216 60681010
Mitsui High-Tec, Inc. 80,000 1,977,741 61099092
Miyosha Oil & Fat Co. Ltd. Ord. 150,000 930,759 59999192
NEC Corp. 200,000 2,225,944 62999410
NGK Insulators Ltd. #2 (warrants) (b) 1,000 675,000 64350093
NSK Ltd. 200,000 1,341,476 63799192
Nakayama Steel Works Ltd. 128,000 810,637 62999310
Namura Shipbuilding (b) 320,000 2,278,736 62999892
Navix Line Ltd. (b) 500,000 1,718,705 63899592
Nichicon Corp. 160,000 2,143,210 66199793
Nichii Co. (warrants) (b) 2,000 210,954 65299195
Nippon Crane Works Ltd. (b) 100,000 324,042 68299492
Nippon Kokan 2,000,000 5,042,840 65457410
Nippon Shokubai Kagaku Kagyo 200,000 1,518,762 65499710
Nissan Chemical Industries Co. 155,000 989,264 65699692
Nissan Fire & Marine Insurance (b) 200,000 1,447,848 66699492
Nissei Build Kogyo Co. Ltd. (b) 41,000 573,426 67299792
Nissha Printing Co. Ltd. 80,000 2,166,847 66999492
Nisshin Steel Ltd. (b) 1,000,000 4,067,760 65476310
Nomura Securities Co. Ltd. 350,000 7,618,439 65536130
Obayashi Corp. 950,000 6,456,219 67090410
Oliver Corp. (warrants) (b) 2,000 256,566 68099193
Omron Corp. (warrants) (b) 900 450,000 68215192
Orient Finance Co. Ltd. 300,000 2,053,581 68616610
Promise Co. Ltd. (b) 78,500 5,048,804 74499E22
Sampei Construction Co. Ltd. (b) 3 36,977 79599G22
San-In Godo Bank 30,000 257,067 79999492
Sanken Electric Co. Ltd. (warrants) (b) 2,000 158,215 80099294
Sanwa Shutter Corp. #4 (warrants) (b) 1,500 393,750 80302493
Sanyo Coca-Cola Bottling Co. 55,000 1,056,338 80399999
Seiren Co. Ltd. (b) 175,000 1,827,045 81699692
Sekisui House (warrants) (b) 500 368,750 81607897
Senko Co. Ltd. (warrants) (b) 450 225,000 81799293
Shikoku Coca-Cola Bottling Co. Ltd. (b) 24,000 425,490 80099B22
Shinko Shoji 70,000 868,709 90699492
Sieno Transport (warrants) (b) 500 362,500 81605293
Sony Corp. 40,000 2,269,280 83569999
Sumitomo Metal Industries Ltd. 1,575,000 4,421,104 86599999
Sumitomo Sitix Corporation 120,000 1,654,684 68799692
Sun Wave Corp. #1 (warrants) (b) 1,000 725,000 86699B93
Super Daiei Co. Ltd. (b) 12,000 148,922 98499H22
Tada Corp. 80,000 472,766 87499592
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
JAPAN - CONTINUED
Taisei Corp. 250,000 $ 1,711,317 87346610
Tanseisha Co. Ltd. 30,000 449,128 87599292
Tasaki Shinju Co. Ord. 50,000 778,095 87899392
Techno Ryowa Ltd. (b) 22,000 626,219 95999892
Tohoku Telecom Construction (b) 20,000 281,690 89099792
Tokyo Electric Power Co., Inc. 20,000 636,265 88910710
Tokyo Kososushi Co. Ltd. 27,500 639,220 91599C22
Tokyo Securities Co. Ltd. 234,000 1,915,236 89799C92
Tomoku Co. Ltd. 43,000 335,851 90099892
Toshiba Chemical 16,000 182,803 90199792
Toshiba Corp. 550,000 4,171,183 89149310
Toyobo Co. 300,000 1,332,612 90899392
UBE Industries Ltd. 750,000 2,733,180 90261099
Valor Co. Ltd. (b) 6,000 130,602 92099B22
Yamaichi Securities 200,000 1,684,232 98499210
Yaohan Japan Corp. (warrants) (b) 200 125,000 98899894
Yokogawa Electric 100,000 940,609 98605299
Yorozu Corp. 10,000 226,534 99199792
Yoshinoya D&C Co. Ltd. Ord. 30 555,501 98999192
174,970,657
KOREA (SOUTH) - 3.6%
Boram Bank (b) 30,000 386,282 09999322
Boram Bank (New) 7,130 71,503 09999325
Boram Securities Co. Ltd. (b) 25,000 436,424 18599622
Cheil Investment Finance (b) 30,000 486,567 16399B22
Coryo Securities 100,000 1,819,982 22199822
Daewoo Electronics Co. Ltd. 41,200 586,604 23899C22
Daeyu Securities Co. Ltd. (b) 71,820 1,382,692 23399G22
Dong Ah Construction Industries Co. Ltd. 21,277 921,994 25799K22
Hanil Development Co. 35,020 693,723 41099822
Hanshin Securities Co. Ltd. 22,440 486,195 41899722
Kolon Industries, Inc. 9,882 379,277 50899292
Korean Air (b) 45,000 1,426,271 52299522
Miwon Co. Ltd. 20,600 515,191 61299693
Miwon Co. Ltd. (New) (b) 5,428 109,541 61299695
Nam Sung Corp. (b) 52,000 869,134 63299D22
Nong Shim Co. (b) 20,000 921,134 65599C22
Sam Yang (warrants) (b) 300 510,000 83999B23
Ssangyong Cement Co. (b) 19,712 671,140 76899392
Ssangyong Investment & Securities 41,200 1,050,786 77699522
Tong Yang Investment & Finance (b) 45,000 1,242,416 93899D22
Tong Yang Securities Co. Ltd. (b) 20,400 419,264 93999B22
Yukong Ltd. (b) 25,000 1,269,035 98899K22
16,655,155
MALAYSIA - 11.6%
Advance Synergy BHD 300,000 756,219 00799B22
Affin Holdings BHD 800,000 1,308,536 00899492
Aokam Perdana BHD (b) 100,000 970,946 01899792
Arab Malaysian Corp. 150,000 375,307 00499F92
Arab Malaysian Development BHD 100,000 99,709 00599622
Bandar Raya Development BHD 2,000 3,062 06000210
Berjaya Leisure BHD 350,000 394,726 08410592
Berjaya Leisure BHD (warrants) (b) 265,000 1 08410594
Berjaya Simger BHD (b) 100,000 156,845 08499A92
Berjaya Sports Toto BHD (b) 100,000 179,252 08499E22
Bolton Properties BHD 768,000 912,031 09799592
CHG Industries BHD 285,000 941,911 16699892
CI Holdings BHD 5,000 16,711 12099492
Commerce Asset (warrants) (b) 66,666 89,127 20099493
Consolidated Plantations BHD 590,000 806,406 20999510
Development & Commercial Bank 388,000 818,657 25199692

SHARES VALUE (NOTE 1)

Diversified Resources BHD (Malaysia) (b) 200,000 $ 586,302 25499F22
Dunlop Estates BHD 500,000 1,493,765 26599392
Ekovest BHD 200,000 873,852 28299922
Ekran Berhad Ord. (b) 200,000 1,695,422 28299792
Faber Group BHD 100,000 137,426 30299892
Genting BHD 125,000 1,400,404 37245210
Golden Frontier BHD 200,000 336,096 38299E22
Golden Pharos BHD (b) 1,100,000 3,676,530 38299D22
Golden Plus Holdings BHD (b) 250,000 1,148,330 38399492
Golden Plus Holdings BHD A (New) 83,333 382,775 38399493
Hong Leong Properties BHD 235,000 329,973 43899L22
Hume Industries Malay BHD 280,000 1,019,494 44599692
Idris Hydraulic Malaysia BHD (b) 600,000 1,165,134 45199B92
Kemayan Oil Palm BHD 100,000 185,227 48999H22
Kian Joo Can Factory BHD (b) 202,000 754,351 48899392
Kim Hin Industry BHD 75,000 437,645 49499C92
Kuala Lumpur Kepong BHD Ord. 352,000 676,973 49399792
Kumpulan Emas BHD (b) 300,000 423,483 52399493
Land & General BHD 350,000 1,189,408 51499693
Linatex Process Rubber BHD 100,000 541,489 53299B22
MBF Holdings BHD Class A (b) 125,000 78,890 61799L24
Magnum Corp. BHD 250,500 589,346 55999392
Malaysian Banking (b) 60,500 341,157 56090499
Malaysian Helicopter Services BHD 100,000 440,660 56099M22
Malaysian Resources Corp. BHD 1,500,000 3,052,875 56099793
Mega First Corp. BHD 177,000 216,806 59399F22
Mercury Industry BHD (b) 96,000 215,102 58999A22
Minho BHD 500,000 961,610 60399822
Mycom BHD 250,000 583,502 63199892
Nylex Malaysia BHD 5,000 11,110 69199592
Olympia Industries BHD 300,000 412,278 68199D92
Pacific Chemicals BHD (b) 178,000 1,243,035 69599H22
Pan Malaysian Cement Works 113,000 177,235 69834099
Pengkalen Holdings BHD 256,000 401,523 70799322
Public Finance BHD:
(For. Reg.) 235,000 368,586 87799994
(Loc. Reg.) 354,000 515,573 87799992
Resorts World BHD 250,000 1,400,402 76199592
Rothmans Pallmall Malaysia Ord. 100,000 653,522 77869810
Sedap Food & Confectionary BHD 23,000 120,248 81599A22
Sungei Way Holdings (b) 478,000 2,088,506 86799892
Super Enterprise Holdings BHD 126,000 192,920 98999Q22
Syarikat Pembinaan Setia BHD 371,000 699,661 93599E22
Tan & Tan Development BHD (b) 900,000 1,075,509 89699B22
Tanjong PLC 415,000 2,014,713 87599993
Technology Resources 140,000 601,240 93699692
Telekom Malaysia BHD 455,000 3,398,313 94099892
Time Engineering BHD (b) 122,000 384,981 93099592
Tongkah Holdings BHD 178,000 327,045 94999C92
Tongkah Holdings BHD:
(rights 5/12/94) 133,333 64,729 94999C97
(rights 5/13/94) 80,000 50,190 94999C95
United Engineers Malaysia BHD 300,000 1,310,778 93099692
YTL Corporation (b) 240,000 1,102,397
Yangtzekiang BHD 250,000 1,867,205 98499G22
53,245,172
NEW ZEALAND - 1.1%
Brierley Investments Ltd. 2,153,738 1,629,066 10901410
Carter Holt Harvey Ltd. 1,342,263 2,859,839 14699292
Ceramco Corp. Ltd. (b) 200,000 652,462 15699692
Ubix Business Machines Ltd. 100,000 138,576 90299J22
5,279,943
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
PAKISTAN - 0.7%
Adamjee Insurance 99,600 $ 1,018,208 00599492
Bank of Punjab (b) 42,900 115,264 79899A92
National Development Leasing Corp. 361,400 805,228 63599492
Pakistan International Airway (b) 247,500 170,300 69599B92
Pakistan State Oil 108,720 1,193,375 34799292
Pakistan Suzuki Motors (b) 26,000 39,827 43499A92
3,342,202
PHILIPPINES - 1.0%
Ayala Corp. CLass B 200,000 268,748 05499092
Ayala Land, Inc. Class B 1,324,400 1,683,458 05499392
Filinvest Land, Inc. Ord. (b) 1,875,000 510,712 31699J22
JG Summit Holdings, Inc. Class B (b) 2,450,000 978,750 46615292
Manila Mining Corp. Class B 14,025,000 132,396 59399C22
Universal Robina Corp. 1,270,500 899,755 91399F22
4,473,819
SINGAPORE - 5.5%
Bukit Sembawang Estates 25,000 434,111 12099892
Clipsal Industries Holdings Ltd. (b) 558,000 3,236,400 18899192
Clipsal Industries Holdings Ltd.
(warrants) (b) 41,600 87,360 18899193
Courts Sing Ltd. (b) 500,000 755,675 22299992
Falmac Ltd. 150,000 94,057 30699722
First Capital Corp. Ltd. (b) 400,015 1,376,348 31999792
Fraser & Neave (warrants) (b) 100,159 531,425 35499393
Hotel Properties Ltd. 760,000 1,148,626 44199492
Hotel Properties Ltd. (warrants) (b) 190,000 171,072 44199494
Informatics Holdings Ltd. 226,000 261,624 45699D22
Jurong Shipyard Ltd. 207,000 1,983,600 48254699
Metro Holdings Ltd. 85,000 251,463 59162410
Overseas Chinese Banking Corp. (b) 469,693 4,289,434 68999610
Pacific Can Investment Holdings (b) 200,000 276,546 69499C22
Pacific Can Investment Holdings
(warrants) (b) 60,000 52,672 69499C24
Parkway Holding (b) 1,500,000 3,067,725 70199192
Parkway Holding (warrants) (b) 550,000 654,384 70199193
Pentex Schweizer Circuits Ltd. 125,000 188,919 70999222
Singapore Computer Systems Ltd. 522,000 453,211 83899A92
United Overseas Bank (warrants) (b) 168,750 689,151 91199E92
Wing Tai Holdings Ltd. (b) 2,984,000 5,143,163 97499392
25,146,966
SRI LANKA - 1.1%
Associated Motorways Ltd. 13,500 50,032 04599H22
Ceylon Tea Services Ltd. 100,000 631,186 15799B22
Development Co. of Ceylon 214,933 2,172,412 25199C92
Distillery Co. of Sri Lanka (b) 2,542,000 521,898 25499D92
John Keells Holdings Ltd. GDR (c) 70,000 927,500 48730210
Kelani Tyres Ltd. (Loc. Reg.) 233,000 236,728 48799N22
National Development Bank 47,000 331,544 63599B22
4,871,300
TAIWAN (FREE CHINA) - 0.1%
R.O.C. Taiwan Fund (SBI) 52,500 525,000 74965110
THAILAND - 5.8%
Asia Fiber Co. (For. Reg.) 400,000 401,112 04499592
Asia Securities Trading Co. (For. Reg.) 750,000 2,680,702 04599D23
Bangkok Metropolitan Bank Public
(For. Reg.) 1,200,000 929,304 06199E23
Bangkok Steel Industry Co. Ltd.
(For. Reg.) 250,000 600,675 06099P23

SHARES VALUE (NOTE 1)

Bank of Ayudhya (For. Reg.) 120,000 $ 374,106 05999998
Dhana Siam Finance & Securities
(For. Reg.) 12,000 261,160 24299593
Finance One Public Co. (For. Reg.) 45,000 632,646 31799E93
First Bangkok City Bank (For. 31799E96Reg.) 790,000 556,887 31899D93
Five Star Property Co. Ltd. (For. Reg.) 200,000 857,824 33899223
General Finance & Securities Public
Co. Ltd. (For. Reg.) 100,000 897,538 36999693
Goodyear (Thailand) Ltd. 23,600 487,371 38399893
International Engineering (For. Reg.) 27,000 621,922 46299A93
Kiatnakin Finance & Securities
(For. Reg.) 19,000 295,790 49699794
Krisda Mahanakorn Company
(For. Reg.) (b) 400,000 1,191,420 50199D93
Land & House (For. Reg.) 105,000 2,393,566 51499393
MDX Co. Ltd. (For. Reg.) 242,000 1,460,843 55699293
National Finance & Securities Co.
(For. Reg.) 94,500 1,215,966 63199593
Padaeng Industry Co. Ltd. (For. Reg.) 470,000 802,619 69199922
Phatra Thanakit Public Co. Ltd.
(For. Reg.) 15,100 513,328 71799593
Pizza Co. (Thailand) Ltd. (For. Reg.) 150,000 416,997 72599593
Ruang Khao Unit Trust (For. Reg.) (b) 2,282,200 1,427,516 77399393
Saha Union Corp. (For. Reg.) 401,363 510,072 78699594
Shinawatra Computer & Communication
Co. (For. Reg.) (b) 50,000 1,151,707 94799193
Siam Cement (For. Reg.) 15,000 652,899 78799010
Siam City Bank Ltd. (For. Reg.) 1,850,000 1,377,584 81199593
Telecomasia Corp. Pub. Ltd. (For. Reg.) 150,000 595,711 87928D93
Thai Farmers Bank 146,000 753,773 90199010
Thai German Ceramic Industry
(For. Reg.) 200,000 1,294,678 94699893
Thai Military Bank (For. Reg.) 320,000 902,304 90199989
Thai President Food Co. (For. Reg.) 30,500 341,580 90299992
United Foods Co. Ltd. (For. Reg.) 114,200 258,515 91699B93
26,858,115
TOTAL COMMON STOCKS
(Cost $370,692,510) 424,544,570
PREFERRED STOCKS - 0.5%
CONVERTIBLE PREFERRED STOCKS - 0.2%
AUSTRALIA - 0.2%
Ampolex Ltd. 8% 300,000 982,821 03210593
NONCONVERTIBLE PREFERRED STOCKS - 0.3%
KOREA (SOUTH) - 0.0%
Dongbu Construction (b) 10,910 140,478 25799M23
SINGAPORE - 0.3%
Thai Prime Fund (b) 75,000 1,125,000 92599B23
TOTAL NONCONVERTIBLE PREFERRED STOCKS 1,265,478
TOTAL PREFERRED STOCKS
(Cost $2,070,737) 2,248,299
CORPORATE BONDS - 3.3%
MOODY'S RATINGS PRINCIPAL
AMOUNT (A)
CONVERTIBLE BONDS - 3.2%
GRAND CAYMAN - 0.7%
Bangkok Land euro 4 1/2%,
10/13/03 (c) - $ 900,000 $ 796,500 06099LAA
Henderson Capital euro 4%,
10/27/96 (c) - 1,500,000 1,417,500 4247309A
JG Summit Cayman Ltd. euro
3 1/2%, 12/23/03 - 1,000,000 880,000 46699CAA
3,094,000
HONG KONG - 0.8%
Hon Kwok Land Treasury Ltd.
euro 4 7/8%, 2/15/00 - 1,000,000 850,000 43899JAA
Lai Fung O/S Finance Ltd.
euro 5 1/4%, 2/5/98 (d) - 500,000 410,000 50699CAA
Sino Land euro 5%,
10/21/00 (c) - 1,000,000 1,055,000 8293109A
Stelux Holdings Ltd. 1 3/4%,
3/31/01 - CHF 2,000,000 1,161,672 858991AA
3,476,672
INDIA - 0.2%
Jindal Strip euro 4 1/4%,
3/31/99 (c) - 280,000 277,200 642994AA
Scici Ltd. euro 3 1/2%,
4/1/04 (c) - 640,000 710,400 79599KAA
Sterlite Industry India Ltd.
3 1/2%, 6/30/99 (c) - 125,000 119,375 859737AA
1,106,975
KOREA (SOUTH) - 0.1%
Ssangyong Oil Refining euro
3 3/4%, 12/31/08 - 550,000 643,500 78099AAA
MALAYSIA - 0.2%
United Engineers Malaysia BHD
2%, 3/1/04 (c) - 880,000 814,000 910213AA
PHILIPPINES - 0.0%
Benpress Holdings Corp.
4 1/5%, 12/31/49 (c) - 43,000 137,750 082300AA
THAILAND - 1.2%
Asia Credit 3 3/4%,
11/17/03 (c) - 505,000 486,062 044909AA
Hemaraj Land DV euro
3 1/2%, 9/9/03 - 500,000 412,500 42399BAA
Juldis Development Co. Ltd.
euro 4 1/4%, 12/22/03 - 700,000 567,000 48199AAA
Phatra Thanakit Public Co. Ltd.
euro 3 1/2%, 12/13/03 - 1,100,000 1,130,250 717995AA
Thai CN Chemical euro
3 3/4%, 10/25/03 - 1,250,000 1,165,625 94299GAA
Wattachak Co. Ltd. euro
3 1/2%, 12/6/03 - 1,800,000 1,962,000 94299HAA
5,723,437
TOTAL CONVERTIBLE BONDS 14,996,334

MOODY'S RATINGS PRINCIPAL
AMOUNT (A)
NONCONVERTIBLE BONDS - 0.1%
MALAYSIA - 0.0%
Berjaya Leisure BHD 5%,
1/18/99 - MYR 265,000 $ 89,066 0841059A
United Engineers Malaysia BHD
4%, 3/9/98 - MYR 250,000 84,024 9102139E
173,090
SINGAPORE - 0.1%
Hotel Properties Ltd. 3 1/2%,
10/15/98 - SGD 304,000 171,072 441994AA
Pacific Can Investment Holdings
2 1/2%, 4/30/99 - SGD 60,000 34,730 69499CAA
205,802
THAILAND - 0.0%
Finance One Public Co.
3 3/4%, 2/7/01 - THB 818 32,486 31799EAA
TOTAL NONCONVERTIBLE BONDS 411,378
TOTAL CORPORATE BONDS
(Cost $16,280,708) 15,407,712
REPURCHASE AGREEMENTS - 4.1%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 3.56% dated
4/29/94 due 5/2/94 $ 18,792,573 18,787,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $407,830,955) $ 460,987,581
CURRENCY ABBREVIATIONS
MYR - Malaysian ringgit
SGD - Singapore dollar
CHF - Swiss franc
THB - Thai baht
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $15,301,400 or 3.3% of net
assets.
(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $214,231,758 and $293,216,442, respectively.
The fund participated in the bank borrowing program. The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $33,549,000 and $11,562,000, respectively. The
weighted average interest rate was 3.54%. Interest expense includes $28,400
paid under the bank borrowing program (see Note 5 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $407,913,063. Net unrealized appreciation aggregated
$53,074,518, of which $80,268,200 related to appreciated investment
securities and $27,193,682 related to depreciated investment securities.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Aerospace & Defense 0.9%
Basic Industries 12.9
Conglomerates 0.4
Construction & Real Estate 15.3
Durables 6.9
Energy 2.2
Finance 19.8
Health 0.9
Industrial Machinery & Equipment 9.6
Media & Leisure 3.8
Nondurables 5.1
Precious Metals 1.2
Repurchase Agreements 4.1
Retail & Wholesale 3.0
Services 2.3
Technology 5.1
Transportation 3.8
Utilities 2.7
100.0%
PACIFIC BASIN
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $18,787,000) (cost $407,830,955) $ 460,987,581
(Notes 1 and 2) - See accompanying schedule

Cash 747

Receivable for investments sold 4,419,155

Receivable for fund shares sold 2,104,216

Dividends receivable 1,231,138

Interest receivable 233,370

TOTAL ASSETS 468,976,207

LIABILITIES

Payable for investments purchased $ 4,638,499

Payable for fund shares redeemed 4,598,040

Accrued management fee 324,745

Other payables and accrued expenses 549,165

TOTAL LIABILITIES 10,110,449

NET ASSETS $ 458,865,758

Net Assets consist of (Note 1):

Paid in capital $ 344,449,011

Distributions in excess of net investment income (3,670,797
)

Accumulated undistributed net realized gain (loss) on investments 64,930,918

Net unrealized appreciation (depreciation) on investment securities 53,156,626

NET ASSETS, for 24,751,550 shares outstanding $ 458,865,758

NET ASSET VALUE and redemption price per share ($458,865,758 (divided by) 24,751,550 shares) (Note 4) $18.54

Maximum offering price per share (100/97.00 of $18.54) (Note 4) $19.11

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 3,342,621
Dividends

Interest 497,131

3,839,752

Less foreign taxes withheld (Note 1) (414,712
)

TOTAL INCOME 3,425,040

EXPENSES

Management fee (Note 4) $ 1,909,523
Basic fee

Performance adjustment 187,978

Transfer agent fees (Note 4) 1,121,541

Accounting fees and expenses 148,341
(Note 4)

Non-interested trustees' compensation 1,517

Custodian fees and expenses 404,396

Registration fees 54,083

Audit 21,135

Legal 3,553

Interest (Note 5) 28,400

Miscellaneous 2,331

TOTAL EXPENSES 3,882,798

NET INVESTMENT INCOME (LOSS) (457,758
)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1) 64,927,705
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) on investment securities (30,437,384
)

NET GAIN (LOSS) 34,490,321

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 34,032,563

OTHER INFORMATION $1,606,639
Sales charges paid to FDC (Note 4)

Deferred sales charges withheld by $20,820
FDC (Note 4)

Accounting fees paid to FSC $146,762
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1994 1993
(UNAUDITED)

Operations $ (457,758 $ 382,796
Net investment income (loss) )

Net realized gain (loss) on investments 64,927,705 17,437,804

Change in net unrealized appreciation (depreciation) on investments (30,437,384 80,580,451
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 34,032,563 98,401,051

Distributions to shareholders: (1,630,288 (1,023,177
From net investment income ) )

In excess of net investment income (1,576,094 -
)

From net realized gain (6,660,054 -
)

TOTAL DISTRIBUTIONS (9,866,436 (1,023,177
) )

Share transactions 486,295,014 607,340,439
Net proceeds from sales of shares

Reinvestment of distributions 9,613,066 1,000,772

Cost of shares redeemed (554,741,747 (328,462,549
) )

Net increase (decrease) in net assets resulting from share transactions (58,833,667 279,878,662
)

TOTAL INCREASE (DECREASE) IN NET ASSETS (34,667,540 377,256,536
)

NET ASSETS

Beginning of period 493,533,298 116,276,762

End of period (including distributions in excess of net investment income
of $(3,670,797) and $(2,348,481), $ 458,865,758 $ 493,533,298
respectively)

OTHER INFORMATION
Shares

Sold 26,519,752 40,739,229

Issued in reinvestment of distributions 566,137 87,252

Redeemed (30,567,796 (22,282,360
) )

Net increase (decrease) (3,481,907 18,544,121
)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED YEARS ENDED OCTOBER 31,
APRIL 30, 1994
(UNAUDITED)

SELECTED PER-SHARE DATA 1993 1992(TRI) 1991 1990 1989

Net asset value,
beginning of period $ 17.48 $ 12.00 $ 13.15 $ 12.89 $ 15.78 $ 13.99

Income from Investment
Operations

Net investment income (.02) .20 .08** .02** .12 (.027)**

Net realized and unrealized
gain (loss) on investments 1.48 5.39 (1.23) .40 (2.37) 1.927

Total from investment operations1.46 5.59 (1.15) .42 (2.25) 1.900

Less Distributions

From net investment income (.07) (.11) - (.16) (.01) (.003)

In excess of net investment
income (.06) - - - - -

From net realized gain (.27) - - - (.63) (.107)(S DIAMOND)

Total distributions (.40) (.11) - (.16) (.64) (.110)

Net asset value, end of period $ 18.54 $ 17.48 $ 12.00 $ 13.15 $ 12.89 $ 15.78

TOTAL RETURN (dagger) 8.56% 47.06% (8.75)% 3.37% (14.99)% 13.65%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period
(000 omitted) $ 458,866 $ 493,533 $ 116,277 $ 95,051 $ 86,354 $ 111,811

Ratio of expenses to average
net assets 1.59%* 1.59% 1.84% 1.88% 1.59% 1.40%

Ratio of net investment income
to average net assets (.19)%* .15% .65% .12% .88% (.18)%

Portfolio turnover rate 169%* 77% 105% 143% 118% 133%

* ANNUALIZED
(TRI) AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION ACCOUNTING.
(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
** NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
(S DIAMOND) INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED TRANSACTIONS TAXABLE AS
ORDINARY INCOME.

</TABLE>

DIVERSIFIED INTERNATIONAL
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 90.1%
SHARES VALUE (NOTE 1)
ARGENTINA - 0.8%
Banco de Galicia Y Buenos Aires SA
sponsored ADR representing Class B
shares 50,000 $ 1,518,750 05953820
Telecom Argentina Stet France 150,000 823,647 90899992
YPF Sociedad Anonima sponsored ADR
representing Class D shares 20,000 495,000 98424510
2,837,397
AUSTRALIA - 4.7%
Adelaide Brighton Cement Ord. 329,025 388,332 00699692
Advance Bank Australia Ltd. 150,000 1,040,761 00699210
Alcan Australia Ltd (b) 250,000 366,592 06099G92
Australia & New Zealand Banking
Group Ltd. (b) 658,286 2,217,805 05252810
Boral Ltd. Ord. 330,000 856,858 09950910
CSR Ltd. 400,000 1,373,376 12639610
Caltex Australia Ltd. 500,000 1,072,950 13199392
Commonwealth Bank of Australia (c) 100,000 587,977 20299492
Email Ltd. 230,285 817,026 29099292
Metal Manufactures Ltd. 400,000 1,101,564 60199B92
National Australia Bank Ltd. 300,000 2,549,328 63252510
Pioneer International Ltd. 100,000 206,006 72371110
QBE Insurance Group Ltd. Ord. 100,000 393,415 74799892
Santos Ltd. (b) 422,602 1,206,127 80302110
Weston (George) Foods Ltd. 150,000 863,725 96199F22
Westpac Banking Corp. 200,000 679,536 96121410
Westralian Sands Ltd. 145,700 416,877 96199A22
16,138,255
AUSTRIA - 0.2%
Verbund Gesellschaft 10,000 532,817 92299999
BELGIUM - 0.6%
Delhaize 13,000 520,663 24650010
Union Miniere SA (b) 20,000 1,521,704 90707392
Union Miniere SA (warrants) (b) 20,000 160,673 90707393
2,203,040
BRAZIL - 0.6%
Telebras PN (Pfd. Reg.) 60,000,000 2,163,428 95499792
CANADA - 1.4%
Abitibi-Price, Inc. 100,000 1,184,277 00368010
Canadian Pacific Ltd. Ord. 100,000 1,609,170 13644030
Dreco Energy Services Ltd. Class A (b) 20,000 185,000 26152820
FCA International Ltd. (b) 173,300 470,005 30290110
Germany Fund of Canada Trust 10,000 103,963 37390110
Intera Information Technologies Corp.
Class A (b) 24,000 112,823 45837K10
Midland Walwyn, Inc. (b) 150,000 1,193,317 59780110
4,858,555
FINLAND - 2.9%
Cultor OY, Series II Ord. (b) 30,000 795,303 23099093
Instrumentarium Class B (b) 63,000 1,681,898 45780510
Lassila & Tikahoja OY 14,000 436,483 66899D22
Metsa Serla B 20,000 840,109 59299992
Nokia AB free shares 50,000 4,293,888 65599992
Repola OY 49,100 872,653 75999A92
Tietotehdas OY B 60,000 1,041,735 93999892
9,962,069
FRANCE - 10.3%
Alcatel Alsthom CGE 12,000 1,452,810 01390492
Assurances Generales (Reg.) 8,000 767,762 04557510
Bertrand Faure SA (b) 1,075 108,108 08599392
Bon Marche (AU) SA 15,000 2,134,146 09799492

SHARES VALUE (NOTE 1)

CGIP 14,000 $ 2,956,875 12506610
Credit Commercial France Ord. (b) 277 1,248 22499398
Credit Local De France (c) 15,000 1,100,212 22699892
De Dietrich et CIE 6,000 2,969,247 24699293
Eridania Beghin SAY Group Ord. (b) 20,000 3,209,615 07720310
Essilor International SA 6,000 780,488 29728599
Eurafrance (Societe) (b) 100 36,939 29899892
Europeene de Prop (Sep) 24,455 1,638,113 29899792
Finextel 50,000 1,316,719 32299292
Generale des Eaux 32 14,614 37099210
IDIA (Inst. de Devel. des Ind. Agr.) 30,000 1,172,322 45199D22
Lafarge Coppee 25,000 2,028,102 50586310
Pechiney International 5,400 155,567 71099094
Pernod-Ricard 15,000 1,012,725 71404310
Peugeot SA Ord. (b) 10,000 1,581,831 71682510
Schneider SA (b) 20,833 1,671,648 80687410
Societe Generale Class A 20,000 2,255,214 83357799
Thomson C.S.F. 20,000 602,333 88431610
Total Compagnie Francaise des Petroles
Class B 49,228 2,862,498 20434510
UIC (Union Inds. de Credit) (b) 5,081 389,741 90299E92
Vallourec (b) 30,000 1,741,782 92017610
Zodiac SA (b) 3,193 1,256,207 96599492
35,216,866
GERMANY - 8.5%
Andrea Noris Zahn 10,000 2,318,621 03499892
Bayer AG 20,000 4,761,790 07273010
Colonia Verischerung AG 1,200 983,071 19619991
Commerzbank AG 10,000 2,170,496 20259710
Commerzbank (warrants) (b) 300 63,120 20299033
Deutsche Babcock AG 20,000 3,230,955 25159991
Deutsche Bank AG 13,000 6,140,024 25152592
Herlitz AG 4,000 1,013,301 42799392
Holsten Brauerei AG 2,666 918,755 43899D92
IKB AG (Deutsche Industriebank) 5,600 1,029,262 45999992
Karstadt AG 3,000 1,140,871 48576499
Kaufhof AG 2,000 659,008 48615210
New Germany Fund, Inc. (The) 100,000 1,250,000 64446510
Pfaff (GM) Ord (b) 8,000 1,257,557 71699592
Rosenthal AG 6,600 1,217,050 77774310
Thyssen AG Ord. 5,000 865,480 88629110
29,019,361
HONG KONG - 3.3%
Cafe de Coral Holdings Ltd. 1,000,000 618,150 12799092
Cathay Pacific Airways Ltd. 200,000 289,978 14890610
Cheung Kong Ltd. 350,000 1,653,785 16674410
Culturecom Holdings Ltd. 2,000,000 225,260 23099322
Dairy Farm International Holdings
Ltd. Ord. 550,000 804,562 23385910
Hang Lung Development Corp. 200,000 344,350 41099310
Hong Kong Electric Holdings Ord. 150,000 442,735 43858010
Hong Kong Land Holdings Ltd. 200,000 561,834 43858292
Hopewell Holdings Ltd. 1,000,000 893,240 44099999
Hutchison Whampoa Ltd. Ord. 350,000 1,438,566 44841510
Jardine Matheson & Co. Ltd. Ord. 24 157 47111510
Lai Sun Garment International Ltd. 300,000 563,130 50699093
Mandarin Oriental International Ltd. Ord. 400,000 522,996 56259499
Shun Tak Holdings Ltd. 685,244 731,841 82799192
Sime Darby Hong Kong Ltd. 200,000 321,048 82899392
Sing Tao Holdings Ltd. 250,000 343,055 82877099
Sun Hung Kai Properties Ltd. 200,500 1,206,940 86676H10
Winsor Industrial 300,000 442,737 97551099
11,404,364
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDIA - 0.1%
Reliance Industries Ltd. GDS (c) 30,000 $ 510,000 75947093
INDONESIA - 0.1%
Bank Dagang Nas Indonesia PT 275,000 401,687 06099Q22
IRELAND - 1.0%.
Bank of Ireland U.S. Holdings, Inc. 150,000 616,864 06278793
Crean (James) Ltd. Ord. 100,000 421,130 22699D25
Elan PLC ADR 12,400 407,650 28413120
IAWS Group PLC A (U.K. Reg.) 300,000 400,620 45399H23
Independent News 192,496 963,972 45399E92
Waterford Foods PLC Class A 300,000 464,355 94199392
3,274,591
ISRAEL - 0.3%
ECI Telecom Ltd. 50,000 1,031,250 26825810
ITALY - 3.6%
Fiat Spa 700,000 3,045,924 31562110
SIP Spa 1,376,010 4,117,462 78401792
Stet (Societa Finanziaria Telefonica
Spa) Ord. 1,300,000 5,041,855 85982510
12,205,241
JAPAN - 28.0%
Aichi Machine Industries 100,000 644,145 02299192
Aisin Seiki Co. Ltd. 50,000 595,883 00999999
Akita Bank 100,000 718,999 00999692
Aoyama Trading Co. Ord. 16,000 740,668 03799092
Aplus Co. Ltd. 150,000 812,568 03899A92
Bandai Co. Ltd. (warrants #3) 400 730,000 06099193
Canon, Inc. 100,000 1,625,135 13780199
Dai-Tokyo Fire & Marine Insurance Ord. 150,000 1,152,369 23399210
Daidoh Ltd. 150,000 1,366,591 56299292
Daiwa Securities 200,000 3,132,080 23499010
Ezaki Glicko Co. 75,000 805,180 30199492
Fuji Oil Co. Ltd. 150,000 1,375,455 35999310
Fuji Photo Film Co. Ltd. 50,000 1,078,499 35958610
Futaba Corp. 50,000 1,974,786 36399292
Hanshin Department Store 242,000 1,906,824 41199292
Hisamitsu Pharmaceutical Co. 70,000 675,662 46699092
Hitachi Ltd. 800,000 7,564,264 43357810
Honda Motor Co. Ltd. 100,000 1,654,683 43812810
House Food Industrial 55,000 1,159,263 44144610
Izumiya Co. Ltd. 100,000 1,881,217 46599310
Kao Corporation 250,000 3,028,662 48599210
Kasumi Stores 80,000 776,126 48599310
Kirin Brewery Co. Ltd. 200,000 2,403,230 49712510
Konica Corp. 109,000 719,295 50046M10
Matsushita Electric Industrial Co. Ltd. 400,000 6,579,336 57687910
Matsuya Denki Co. Ltd. 60,000 596,868 57699890
Mitsubishi Heavy Industry 200,000 1,329,656 60699310
Nakayama Steel Works Ltd. 100,000 633,310 62999310
Nippon Trust Bank Ltd. Ord. 150,000 749,040 66799892
Nissei Sangyo 100,000 1,408,451 66699592
Nomura Securities Co. Ltd. 200,000 4,353,394 65536130
Ohbayashi Corp. 200,000 1,359,204 67090410
Omron Corp. 100,000 1,585,738 68215110
Pokka Corp. 50,000 822,417 73299999
RICOH Co. Ltd. Ord. 200,000 1,701,960 76565999
Renown Look, Inc. 70,000 758,397 75999J22
Royal Co. Ltd. 165,000 2,437,703 77999110
Sekisui Chemical 200,000 2,048,656 81699210
Sekisui House Ltd. 150,000 1,876,293 81607810
Shintokogio Ltd. 80,000 619,324 97199392
Sony Corp. 100,000 5,673,200 83569999
TDK Corp. 75,000 3,383,236 87235110

SHARES VALUE (NOTE 1)

Takasago Thermal Engineering Co. 40,000 $ 618,536 87699892
Takeda Chemical Industries Ltd. 300,000 3,545,751 87405810
Takuma Co. Ltd. 70,000 1,041,071 87406099
Toenec Corporation. 55,000 666,306 96599592
Tokyo Style Co. Ltd. 150,000 2,733,183 88999410
Toshiba Corp. 250,000 1,895,992 89149310
Toyoda Boshoku Corp. 150,000 723,924 89799B92
Toyota Motor Corporation 200,000 3,920,024 89399999
Yamaha Motor Co. Ltd. 100,000 886,438 98456092
Yamatake Honeywell Co. Ltd. 130,000 2,074,264 98491099
Zenitaka Corp. 150,000 1,032,699 64099292
95,575,955
KOREA (SOUTH) - 0.6%
Samsung Electronics Co. Ltd.:
GDR representing common (b) (c) 1,516 69,357 79605060
GDS (c). 30,000 1,920,000 79605020
1,989,357
LUXEMBOURG - 0.7%
Minorco SA ADR 120,000 2,385,000 60434020
MEXICO - 0.8%
Banacci SA de CV Class C 40,000 271,363 06399893
Cemex SA, Series B 50,000 1,084,226 15299293
Groupo Televisa GDS (c) 10,000 528,125 40049J20
Grupo Carso SA de CV Class A-1 50,000 498,468 40099594
Grupo Financiero Bancomer SA de CV
sponsored ADR, Series C (c) 20,000 492,500 40048610
2,874,682
NETHERLANDS - 3.3%
Akzo NV Ord. 7,000 843,469 01019910
Borsumij Wehry NV 5,100 448,327 09985610
International Nederlanden Groep CVA 15,000 626,986 46099892
MacIntosh Confectionary Works 12,600 415,362 58199292
Philips Electronics 55,000 1,608,672 71833799
Pirelli Tyre Holdings NV Ord. 38,700 385,645 72499092
Royal Dutch Petroleum Co. 40,000 4,360,000 78025770
Telegraaf CVA 15,000 1,325,074 87940410
Twentsche Kabel Holding NV 10,000 1,104,228 91030099
Volmac Software Groep NV 27,700 337,204 92899292
11,454,967
NETHERLANDS ANTILLES - 0.1%
Intrum Justitia NV (Reg.) 160,000 262,224 46299292
NEW ZEALAND - 0.8%
Brierley Investments Ltd. 2,578,459 1,950,321 10901410
Fletcher Challenge Ltd. (Reg.) 350,000 681,044 33999592
Wrightson Ltd. 100,000 59,472 98299322
2,690,837
NORWAY - 2.2%
Bergesen Group Class A 50,000 1,109,390 08399010
Bonheur AS 14,000 275,464 09799399
Color Lines 130,815 529,386 19699492
Ganger Rolf 14,000 271,556 36472010
Helikopter Services 15,000 192,573 42499192
Norsk Hydro AS ADR (b) 15,000 508,125 65653160
Orkla AS Class B (non-vtg.) 20,000 633,538 39299192
Saga Petroleum AS B 100,000 1,102,413 84099794
Smedvig Tankships Ltd. Ord. (c) 40,000 365,000 83169E20
Unitor AS 60,500 1,207,282 91699392
Wilrig AS 310,800 1,236,070 97199092
7,430,797
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
PANAMA - 0.1%
Banco Latino Americano de Exportaciones
SA Class E 10,000 $ 380,000 06199A92
PHILIPPINES - 0.3%
First Philippine Fund 50,000 893,750 33610010
PORTUGAL - 0.1%
Banco Portuguese Invest. SA:
(Reg.) 10,500 208,581 05999G93
(New) 1,400 27,811 05999G95
236,392
SINGAPORE - 0.2%
Hour Glass Ltd. 732,500 819,697 44199E22
SOUTH AFRICA - 0.2%
Rustenberg Platinum Holding Ltd. ADR 35,000 621,250 78307820
SPAIN - 2.7%
Argentaria Corp. Bancaria de ESP 4,200 182,507 21991392
Banco de Andalucia (Reg.) 2,000 226,555 08599193
Banco Popular Espanol 2,500 290,808 05999110
Corporacion Bancaria de Espana SA
sponsored ADR 60,000 1,305,000 21991310
Electric Zaragosa 7,500 207,242 29599192
Electricas Reunidas Zaragoza (New) 1,875 50,877 29599194
Growth Fund of Spain, Inc. 150,000 1,518,750 39987710
Hidro Cantabrico 40,000 1,244,940 42899999
Iberdrola SA 26,000 186,756 45499892
Repsol SA sponsored ADR 73,900 2,438,700 76026T20
Telefonica de Espana SA sponsored ADR 35,000 1,426,250 87938220
9,078,385
SWEDEN - 0.6%
Astra A Free 20,500 425,227 04632292
Frontline 114,000 306,809 35999F22
Mo Och Domsjoe (Modo) AB 20,000 787,701 61399792
SKF AB Ord. 5,300 109,241 78437530
Svenska Handelsbanken 30,000 464,744 86959991
2,093,722
SWITZERLAND - 3.7%
Also Holding AG (Reg.) 6,000 1,069,023 02199F93
Bank of International Settlements 100 762,570 06299B22
Bucher Holding AG (Bearer) 400 1,356,947 08699292
Ciba-Geigy AG (Reg.) 320 190,885 17199492
Ciba Geigy Corp. (warrants) (b) 120 855 17199494
George Fischer AG (Bearer) (b) 700 743,328 33771110
Industrieholding Cham AG (Reg.) 1,200 966,397 85599922
Nestle SA (Reg.) 1,000 835,976 64106992
Oerlikon-Buhrle Holding Ltd. (Reg.) (b) 10,000 1,069,023 67199092
Pelikan Holdings AG 5,000 447,208 70599A22
Prodega AG (Bearer). 1,000 1,211,560 74599992
Roche Holdings Ltd. Part. Cert. 200 957,845 77157092
Sandoz PC 100 264,405 80005220
Sulzer Gebrueder PC 1,000 709,831 86557799
Swiss Reinsurance Corp.:
(Reg.) (b) 1,100 468,802 87099393
A (warrants) (b) 1,000 3,385 87099D22
B (warrants) (b) 1,000 3,920 87099399
Winterthur Schweiz (Bearer) (b) 1,000 484,624 97629993
Zurich Versicherungs (Bearer) 1,000 930,050 99499592
12,476,634
THAILAND - 0.1%
Thai Euro Fund IDR 10 270,000
UNITED KINGDOM - 7.2%
Allied Lyons PLC (b) 90,000 801,696 01925510
Amstrad 600,000 291,360 03299110

SHARES VALUE (NOTE 1)

Associated British Foods Ltd. Ord. (b). 150,000 $ 1,358,922 04551910
B.A.T. Industries PLC Ord. . 90,000 640,537 05527010
British Petroleum PLC:
ADR 20,000 1,400,000 11088940
Ord. 3 18 11088910
British Telecommunications PLC Ord. 100,000 559,958 11102110
Cater Allen Holdings PLC 200,000 1,714,776 14899192
Cattles Holdings 333,917 749,944 14999B22
Clinton Cards PLC 100,000 235,213 18799292
East Midland Electricity PLC 70,000 590,080 27365394
Finlay (James) PLC 200,000 242,800 31799F92
Guinness PLC Ord. 100,000 727,641 40203310
Imperial Chemical Industries Ord. 110,000 1,370,455 45270440
Invesco Mim PLC 500,000 1,244,350 46199C92
Lilley PLC 300,000 17,073 53299692
Lloyds Chemists PLC 122,352 616,422 54099092
London & Manchester Group PLC 200,000 1,083,496 54190099
London International Group 300,000 478,014 54183310
Lonrho Ltd. Ord. 155,067 331,794 54337410
Manweb PLC 80,000 805,489 56508495
Northern Electricity PLC 50,000 469,666 68499B92
Norweb PLC 50,000 481,047 66934493
Peninsular & Oriental Steam
Navigation Co. 100,000 1,077,425 70719030
Royale Insurance Co. Ltd. 305,084 1,217,599 78074910
Scottish Metro Property PLC 100,000 147,198 80999292
Seeboard PLC 90,000 421,334 81570594
SmithKline Beecham PLC ADR 50,000 1,362,500 83237840
South Wales Electricity PLC 45,000 435,674 84060794
Standard Chartered Bank 45,461 689,871 85256810
Tesco PLC Ord. 44,939 143,209 88157510
Vodafone Group PLC 81,648 673,401 92857T92
Vsel Consortium PLC 40,000 603,965 91828599
Watmoughs (Holdings) PLC 230,000 1,588,065 95599492
24,570,992
TOTAL COMMON STOCKS
(Cost $283,063,996) 307,863,562
NONCONVERTIBLE PREFERRED STOCKS - 2.4%
AUSTRIA - 0.3%
Creditanstaldt Bank 17,000 999,441 22539210
BELGIUM - 0.2%
Cockerill Sambre SA 100,000 560,011 19199392
CANADA - 0.6%
Trilon Financial Corp. Class 1, Series A 192,200 2,154,552 89590330
GERMANY - 0.5%
Hornback Holdings AG 500 498,791 44050799
Wella AG 2,000 1,076,179 94599999
1,574,970
ITALY - 0.8%
Fiat Spa Privilege 1,000,000 2,784,210 31562120
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $6,262,232) 8,073,184
CORPORATE BONDS - 0.5%
MOODY'S PRINCIPAL
RATINGS (E) AMOUNT (A)
CONVERTIBLE BONDS - 0.4%
CANADA - 0.4%
Brascan Ltd. 7%, 10/15/02 - CAD 2,000,000 $ 1,403,052 105502AA
NONCONVERTIBLE BONDS - 0.1%
CANADA - 0.1%
Stelco, Inc. 10 7/8%, 9/15/94 - CAD 500,000 361,612 8585258Y
TOTAL CORPORATE BONDS
(Cost $1,606,578) 1,764,664
REPURCHASE AGREEMENTS - 7.0%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 3.56%
dated 4/29/94 due 5/2/94 $ 24,076,141 24,069,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $315,001,806) $ 341,770,410
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
28,861,200 DEM 5/13/94 $ 17,437,090 $ 157,004
(Payable amount $17,280,086)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 5.1%
CONTRACTS TO SELL
28,861,200 DEM 5/13/94 $ 17,437,091 $ (880,643)
2,678,400,000 JPY 7/11/94 26,490,223 (661,872)
TOTAL CONTRACTS TO SELL
(Receivable amount $42,384,799) $ 43,927,314 $ (1,542,515)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES -- 12.9%
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
DEM - German Deutsche mark
JPY - Japanese yen
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $5,573,171 or 1.7% of net
assets.
(d) Standard & Poor's Corporation credit ratings are used in the
absence of a rating by Moody's Investors Service, Inc.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $196,010,859 and $125,285,532, respectively.
The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of FMR. The commissions paid to these affiliated
firms were $7,120 for the period (see Note 4 of Notes to Financial
Statements).
The fund participated in the bank borrowing program. The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $3,190,000. The weighted average interest rate was
4.19%. Interest expense includes $1,113 paid under the bank borrowing
program (see Note 5 of Notes to Financial Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $315,011,018. Net unrealized appreciation aggregated
$26,759,392, of which $37,571,590 related to appreciated investment
securities and $10,812,198 related to depreciated investment securities.

INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Aerospace & Defense 1.2%
Basic Industries 8.4
Conglomerates 0.4
Construction & Real Estate 4.6
Durables 12.0
Energy 5.4
Finance 17.9
Health 3.7
Industrial Machinery & Equipment 6.2
Media & Leisure 2.7
Nondurables 7.2
Repurchase Agreements 7.0
Retail & Wholesale 4.8
Services 1.2
Technology 9.2
Transportation 2.0
Utilities 6.1
100.0%
DIVERSIFIED INTERNATIONAL
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $24,069,000) (cost $315,001,806) $ 341,770,410
(Notes 1 and 2) - See accompanying schedule

Long foreign currency contracts held, at value (cost $17,280,086) (Note 2) 17,437,090

Short foreign currency contracts $ (43,927,314
(Note 2) )
Contracts held, at value

Receivable for contracts held 42,384,799 (1,542,515
)

Cash 525

Receivable for investments sold 2,494,040

Receivable for fund shares sold 2,779,003

Dividends receivable 992,722

Interest receivable 20,671

Other receivables 14,259

TOTAL ASSETS 363,966,205

LIABILITIES

Payable for foreign currency contracts held (Note 2) 17,280,086

Payable for investments purchased 11,476,381

Payable for fund shares redeemed 1,057,187

Accrued management fee 188,610

Other payables and accrued expenses 220,826

TOTAL LIABILITIES 30,223,090

NET ASSETS $ 333,743,115

Net Assets consist of (Note 1):

Paid in capital $ 297,582,542

Undistributed net investment income 100,732

Accumulated undistributed net realized gain (loss) on investments 10,676,748

Net unrealized appreciation (depreciation) on:

Investment securities 26,768,604

Foreign currency contracts (1,385,511
)

NET ASSETS, for 27,683,717 shares outstanding $ 333,743,115

NET ASSET VALUE, offering price and redemption price per share ($333,743,115 (divided by) 27,683,717 shares)(Note 4)$12.06

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 2,318,427
Dividends

Interest 589,910

2,908,337

Less foreign taxes withheld (Note 1) (383,419
)

TOTAL INCOME 2,524,918

EXPENSES

Management fee (Note 4) $ 1,096,161
Basic fee

Performance adjustment (39,158
)

Transfer agent fees (Note 4) 558,328

Accounting fees and expenses 86,359
(Note 4)

Non-interested trustees' compensation 835

Custodian fees and expenses 126,385

Registration fees 59,597

Audit 14,062

Legal 1,857

Interest (Note 5) 1,113

Miscellaneous 1,135

TOTAL EXPENSES 1,906,674

NET INVESTMENT INCOME 618,244

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 2)
Net realized gain (loss) on:

Investment securities 10,988,477

Foreign currency contracts (384,348 10,604,129
)

Change in net unrealized appreciation (depreciation) on:

Investment securities 6,387,312

Foreign currency contracts (1,385,511 5,001,801
)

NET GAIN (LOSS) 15,605,930

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 16,224,174

OTHER INFORMATION $86,301
Accounting fees paid to FSC
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1994 1993
(UNAUDITED)

Operations $ 618,244 $ 998,691
Net investment income

Net realized gain (loss) on investments 10,604,129 2,534,162

Change in net unrealized appreciation (depreciation) on investments 5,001,801 24,127,201

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 16,224,174 27,660,054

Distributions to shareholders (212,611 (425,331
From net investment income ) )

From net realized gain (2,126,206 -
)

TOTAL DISTRIBUTIONS (2,338,817 (425,331
) )

Share transactions 289,940,150 368,965,606
Net proceeds from sales of shares

Reinvestment of distributions 2,282,423 411,649

Cost of shares redeemed (227,393,669 (178,021,677
) )

Net increase (decrease) in net assets resulting from share transactions 64,828,904 191,355,578

TOTAL INCREASE (DECREASE) IN NET ASSETS 78,714,261 218,590,301

NET ASSETS

Beginning of period 255,028,854 36,438,553

End of period (including undistributed net investment income of $100,732 and $893,244,
respectively) $ 333,743,115 $ 255,028,854

OTHER INFORMATION
Shares

Sold 24,297,825 35,207,206

Issued in reinvestment of distributions 201,262 48,543

Redeemed (19,352,953 (17,022,973
) )

Net increase (decrease) 5,146,134 18,232,776

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SIX MONTHS YEAR ENDED DECEMBER 27, 1991
ENDED APRIL 30, OCTOBER 31, (COMMENCEMENT
1994 1993 OF OPERATIONS) TO
(UNAUDITED) OCTOBER 31, 1992

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 11.32 $ 8.46 $ 10.00

Income from Investment Operations

Net investment income .03 .07 .07

Net realized and unrealized gain (loss) on investments .82 2.89 (1.61)

Total from investment operations .85 2.96 (1.54)

Less Distributions

From net investment income (.01) (.10) -

From net realized gain (.10) - -

Total distributions (.11) (.10) -

Net asset value, end of period $ 12.06 $ 11.32 $ 8.46

TOTAL RETURN (dagger)(diamond) 7.57% 35.38% (15.40)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 333,743 $ 255,029 $ 36,439

Ratio of expenses to average net assets 1.36%* 1.47% 2.00%*

Ratio of expenses to average net assets before
expense reductions 1.36%* 1.47% 2.34%*

Ratio of net investment income to average net assets .44%* .84% 1.38%*

Portfolio turnover rate 99%* 56% 56%*

* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(diamond) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.

</TABLE>

INTERNATIONAL GROWTH & INCOME
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 49.4%
SHARES VALUE (NOTE 1)
AUSTRALIA - 0.3%
Goodman Fielder Ltd. Ord. 4,500,000 $ 4,892,670 38238210
AUSTRIA - 0.2%
Mayr Melnhof Karton AG (d) 50,000 3,193,458 57847192
BELGIUM - 0.2%
Tessenderlo Chemie NV 8,900 2,648,615 88161299
BERMUDA - 0.4%
ACE Ltd. 200,000 5,700,000 00499G92
CANADA - 2.6%
Alcan Aluminum Ltd. 491,000 10,297,969 01371610
American Barrick Resources Corp. 53,000 1,221,794 02451E10
Canadian Pacific Ltd. Ord. 244,700 3,937,639 13644030
Cominco Fertilizer Ltd. 139,000 2,613,727 20043C10
Inco Ltd. 20,000 484,559 45325840
Methanex Corp. 450,400 4,845,376 59151K10
Midland Walwyn, Inc. (b) 500,000 3,977,725 59780110
Noranda, Inc. 154,000 2,686,953 65542210
QUNO Corp. 47,200 810,733 74726H10
Sherritt Gordon Mines Ltd. (b) 792,200 6,732,013 82428010
37,608,488
CHINA (PEOPLES REPUBLIC) - 0.1%
Yizheng Chemical Fibre Co.
Class H (d) 2,598,000 807,173 99599E22
DENMARK - 0.7%
Den Danske Bank Group AS (b) 49,900 2,764,415 24820692
FLS Industries (Smidth) Class B 24,800 2,066,587 35599092
Unidanmark AS Class A 150,000 5,300,721 92399792
10,131,723
FINLAND - 0.6%
Kone Corp. Class B Ord. 11,000 1,277,339 50400092
Outokumpu OY Class A 215,800 3,472,815 69099992
Repola OY 178,700 3,176,030 75999A92
7,926,184
FRANCE - 0.6%
Alcatel Alsthom CGE 38,000 4,600,566 01390492
Unibail (b) 18,550 1,672,057 90499592
UFB Locabail SA 33,400 2,526,546 90599B92
8,799,169
HONG KONG - 0.2%
Sun Hung Kai & Co. Ltd. 3,678,000 1,999,765 86690810
Sun Hung Kai Properties Ltd. 187,000 1,125,675 86676H10
3,125,440
GERMANY - 5.5%
Bayer AG 32,600 7,761,717 07273010
Bayerische Motor Werke (BMW) (b) 22,500 12,256,650 05528310
Continental Gummi-Werke AG (b) 65,600 11,493,882 21199010
Deutsche Bank AG 26,000 12,280,048 25152592
Douglas Holdings AG 15,500 5,585,248 25950099
Hoechst AG Ord. 22,500 4,958,434 43439010
Karstadt AG 5,000 1,901,451 48576499
Kaufhof AG 17,700 5,832,225 48615210
Veba Vereinigte Elektrizetaets &
Bergwerks AG Ord. 55,400 17,212,854 92239110
79,282,509
INDIA - 0.0%
ITC Ltd. GDS (1 share &
1/3 warrant) (b)(d) 39,000 721,500 45031810
IRELAND - 0.1%
Smurfit (Jeff) Group PLC 241,300 1,171,753 84699793

SHARES VALUE (NOTE 1)
ITALY - 0.9%
Fiat Spa 1,515,000 $ 6,592,250 31562110
SIP Spa 2,310,000 6,912,259 78401792
13,504,509
JAPAN - 22.9%
Aiwa Co. Ltd. 169,000 4,327,786 00959999
Aoyama Trading Co. Ord. 119,000 5,508,717 03799092
Bridgestone Corp. 311,000 4,655,965 10844110
Canon, Inc. 706,000 11,473,453 13780199
Casio Computer Co. Ltd.:
Ord. 832,000 10,325,228 14761893
(warrants) (b) 800 380,000 14761896
Daiwa Securities 1,009,000 15,801,344 23499010
Fujitsu Ltd. (b) 926,000 9,302,865 35959010
Hitachi Ltd. 1,848,000 17,473,450 43357810
Hitachi Ltd. ADR 77,000 7,305,375 43357850
Hitachi Maxell Ltd. 575,000 11,609,871 43358990
Honda Motor Co. Ltd. 1,000,000 16,546,830 43812810
Honda Motor Co. Ltd. ADR 130,000 4,290,000 43812830
Kamei Corp. 205,000 2,645,031 48399792
Kaneshita Construction Co. Ltd.
Ord. (b) 137,000 2,374,865 49099592
Kenwood Corp. 263,000 2,276,933 49178692
Kokusai Securities 382,000 7,374,372 50299092
Komori Corp. 154,000 4,156,013 50046299
Kyocera Corporation 30,000 1,891,067 50155610
Marui Co. Ltd. 392,000 6,486,357 60444310
Matsushita Electric Industrial Co. Ltd. 946,000 15,560,130 57687910
Matsushita Electric Works Ltd. 530,000 6,003,151 57688110
Matsuzakaya Co. Ltd. 8,800 125,677 57699492
Nikko Securities 496,000 5,960,010 65399010
Nishimatsu Construction 185,000 2,113,662 65299C22
Nissan Motor Co. Ltd. Ord. 1,138,000 9,639,315 65474491
Nisshinbo Industries 385,000 4,057,423 65411310
Nitto Denko Corp. 370,000 5,357,038 65480230
Nomura Securities Co. Ltd. 662,000 14,409,734 65536130
Sekisui Chemical 774,000 7,928,299 81699210
Shinetsu Chemical 105,000 2,161,430 82499210
Sony Corp. 240,500 13,644,046 83569999
Sony Corp. ADR 36,100 2,017,088 83569930
Suzuki Motor Corp. 1,813,000 24,106,663 86958592
TDK Corp. 277,000 12,495,420 87235110
Taiyo Yuden Co. Ltd. 407,000 4,449,621 87404799
Tokyo Style Co. Ltd. 231,000 4,209,102 88999410
Toshiba Corp. 861,000 6,529,798 89149310
Toyobo Co. 1,575,000 6,996,213 90899392
Toyota Motor Corp. 716,000 14,033,686 89399999
Toyota Motor Corp. ADR 175,000 6,803,125 89233130
Uny Co. Ltd. 351,000 5,047,376 91529010
Yurtec Corp. (b) 154,000 3,837,486 97299492
Zexel Corp. 643,000 3,964,526 99099392
327,655,541
KOREA (SOUTH) - 0.2%
Asia Motors Co., Inc. 61,200 992,596 04499B22
Korea Electric Power Corp. 35,000 1,213,321 50099B92
2,205,917
MALAYSIA - 0.0%
Tenega Nasional BHD 3,000 16,693 92099992
MEXICO - 0.6%
Grupo Financiero Bancomer SA de
CV sponsored ADR, Series C (d) 182,000 4,481,750 40048610
Telefonos de Mexico SA sponsored ADR
representing shares Ord. Class L 75,000 4,415,625 87940378
8,897,375
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NETHERLANDS - 3.9%
Akzo Nobel NV Ord. 83,300 $ 10,037,280 01019910
DSM NV 119,400 8,901,136 23332H92
International Nederlanden Groep CVA 90,000 3,761,917 46099892
KBB NV Ord. 71,600 4,099,694 48130092
KLM Royal Dutch Airlines Ord. (b) 110,000 3,169,944 48251620
Pirelli Tyre Holdings NV Ord. (b) 938,900 9,356,129 72499092
Schlumberger Ltd. 279,200 15,356,000 80685710
Twentsche Kabel Holding NV 15,000 1,656,343 91030099
56,338,443
NEW ZEALAND - 0.4%
Brierley Investments Ltd. 7,147,211 5,406,079 10901410
NORWAY - 1.9%
Bergesen Group Class B 50,000 1,109,390 08399011
Norsk Hydro AS:
ADR (b) 47,300 1,602,288 65653160
Ord. 249,600 8,463,851 65653150
Olav Thon Eiendomsselskp Ord. 106,700 1,548,514 67941099
Orkla AS Class A Free shares 330,400 10,834,903 39299193
Saga Petroleum AS B Free shares 278,000 3,064,708 84099794
26,623,654
SINGAPORE - 0.0%
Kim Eng Holdings Ltd. 310,000 550,259 49499D92
SOUTH AFRICA - 0.7%
Anglo American Corp. of South
Africa Ltd.:
ADR 3,200 157,600 03486130
(Reg.) (b) 30,700 1,559,892 03486110
Buffelsfontein Gold Mining Co. Ltd.:
ADR 76,300 758,231 11987120
Ord. 11,500 106,919 11987110
De Beers Consolidated Mines Ltd. ADR 25,600 608,000 24025330
Driefontein Consolidated Ltd.:
ADR 42,500 488,750 26202640
Ord. 75,500 889,675 26202630
Free State Consolidated Gold Mines Ltd.:
ADR 148,382 1,984,609 35614220
Ord. 25,578 352,562 35614210
Vaal Reefs Exploration & Mining Co.
Ltd.:
ADR 60,000 521,250 91850640
(Reg.) (b) 9,400 845,492 91850610
Western Deep Levels Ltd.:
ADR 18,300 683,963 95807720
Ord. 14,700 572,108 95807710
9,529,051
SPAIN - 1.5%
Argentaria Corp. Bancaria de Esp 264,000 11,471,867 21991392
FEC SA (Fuerzas Electricas Cataluna)
Class E 750,000 5,565,457 35899E22
Union Electrica Fenosa 800,000 4,005,200 90659510
21,042,524
SWEDEN - 2.3%
Aktiebolaget Electrolux 247,000 13,165,379 01019810
Avest Sheffield AB Ord. Free shares (b) 835,000 5,481,090 05399892
Frontline (b) 760,000 2,045,396 35999F22
SKF AB Ord. (b) 387,200 7,980,781 78437530
Scribona AB B Free shares (b) 68,500 449,646 81199B92
Skandinaviska Enskilda Banken Class A
Free shares (b) 300,000 2,067,717 88099222
Trelleborg AB Class B Free shares (b) 100,000 1,378,477 89491010
32,568,486

SHARES VALUE (NOTE 1)
SWITZERLAND - 0.1%
Globus Magazine Part. Cert. 3,175 $ 2,115,686 37957792
UNITED KINGDOM - 1.4%
British Petroleum PLC:
ADR 76,500 5,355,000 11088940
Ord. 2,404,500 14,084,479 11088910
19,439,479
UNITED STATES OF AMERICA - 1.1%
Amerada Hess Corp. 118,700 5,964,675 02355110
American Cyanamid Co. 120,700 5,672,900 02532110
American President Companies Ltd. 43,100 878,163 02910310
Imo Industries, Inc. 19,200 201,600 45254010
Kerr-McGee Corp. 61,000 2,729,750 49238610
15,447,088
TOTAL COMMON STOCKS
(Cost $657,726,276) 707,349,466
PREFERRED STOCKS - 0.7%
CONVERTIBLE PREFERRED STOCKS - 0.1%
AUSTRALIA - 0.0%
TNT Ltd. 8% 309,600 504,920 93599293
UNITED STATES OF AMERICA - 0.1%
Unocal Corp. $3.50 (d) 28,800 1,548,000 91528920
TOTAL CONVERTIBLE PREFERRED STOCKS 2,052,920
NONCONVERTIBLE PREFERRED STOCKS - 0.6%
AUSTRIA - 0.0%
Maculan Holding Ord. 9,000 866,882 55699594
ITALY - 0.5%
Fiat Spa D Risp Ord. 2,609,600 6,944,772 31599C95
KOREA (SOUTH) - 0.1%
Daewoo Heavy Industries Ltd. 74,827 935,685 23999494
TOTAL NONCONVERTIBLE PREFERRED STOCKS 8,747,339
TOTAL PREFERRED STOCKS
(Cost $9,095,382) 10,800,259
CORPORATE BONDS - 5.7%
MOODY'S RATINGS PRINCIPAL
AMOUNT (A)
CONVERTIBLE BONDS - 5.1%
ITALY - 0.9%
Softe SA euro 4 1/4%,
7/30/98 (c) - ITL 15,865,000 12,706,200 84499DAA
JAPAN (C) - 4.2%
Bridgestone Corp.:
3.70%, 12/31/98 - JPY 166,000 2,084,611 1084419A
3 4/5%, 12/31/99 - JPY 170,000 2,134,843 1084419C
Canon, Inc. 1.30%,
12/19/08 - JPY 1,569,000 17,617,046 1378019A
Matsushita Electric Industrial
Co. Ltd. 3.30%,
5/20/94 Aa2 JPY 1,113,000 10,962,271 5768799B
CORPORATE BONDS - CONTINUED
MOODY'S RATINGS PRINCIPAL
AMOUNT (A)
CONVERTIBLE BONDS - CONTINUED
JAPAN - CONTINUED
Matsushita Electric Works Co.
Ltd. 2.70%, 5/31/02 - JPY 1,079,000 $ 12,859,198 5768819A
Nippondenso Co. Ltd. 1 3/5%,
12/20/02 - JPY 813,000 9,769,171 6546379D
Nishimatsu Construction
3.90%, 3/31/99 - JPY 264,000 3,081,250 65299CAA
Shin-Etsu Chemical Co. Ltd.
1.30%, 3/31/99 A2 JPY 181,000 2,089,355 824992AA
60,597,745
TOTAL CONVERTIBLE BONDS 73,303,945
NONCONVERTIBLE BONDS - 0.6%
CZECH REPUBLIC - 0.0%
Komercni Banka 0%,
5/3/98 (e)(g) - CSK 30,000,000 998,637 50499CAB
MEXICO - 0.6%
Bancomext:
euro:
8%, 4/14/00 Ba2 $ 1,000,000 907,500 0596129A
8%, 8/5/03 Ba2 1,500,000 1,276,875 0596129C
8%, 8/5/03 (d) Ba2 1,500,000 1,276,875 059612AD
Cemex SA notes 8 7/8%,
6/10/98 (d) Ba2 3,000,000 2,932,500 151290AG
Empaques Ponderosa SA
euro 8 3/4%, 12/6/96 - 530,000 514,100 2915789B
Empresas La Moderna SA
10 1/4%, 11/12/97 (d) - 1,000,000 1,030,000 292449AA
7,937,850
TOTAL NONCONVERTIBLE BONDS 8,936,487
TOTAL CORPORATE BONDS
(Cost $80,922,246) 82,240,432
GOVERNMENT OBLIGATIONS (H) - 23.6%
ARGENTINA - 6.7%
Argentina Republic (e):
BOCON:
0%, 4/1/01 - ARP 6,451,666 3,900,737 039995AH
0%, 4/1/01 B1 47,897,433 33,509,523 039995AF
0%, 9/1/02 - ARP 2,886,328 1,432,776 039995AJ
0%, 9/1/02 - 7,382,760 4,669,153 039995AM
0%, 4/1/07 - ARP 14,347,455 6,089,518 039995AW
Brady euro 4 1/2%,
3/31/23 B1 28,000,000 14,805,000 039995AD
euro 5%, 3/31/05 - 43,500,000 31,700,625 039995AU
Province of Chaco 11 7/8%,
9/10/97 (g) - 300,000 297,750 74399JAA
96,405,082
BRAZIL - 0.7%
Brazil Federative Republic IDU
euro 4.3125%, 1/1/01 (e) - 12,870,000 9,346,837 1057569E

MOODY'S RATINGS PRINCIPAL
AMOUNT (A)

CANADA - 2.7%
Canadian Government:
6 1/2%, 6/1/04 Aaa CAD 17,000,000 $ 10,856,295 135087VD
9 1/2%, 6/1/10 Aaa CAD 17,000,000 13,416,808 135087RS
Province of Ontario 7 3/4%,
12/8/03 Aa2 CAD 20,000,000 13,483,474 6832349H
37,756,577
CZECH REPUBLIC - 0.1%
Czech Republic 14%, 7/8/96 - CSK 30,000,000 1,089,699 23299BAB
DENMARK (C) - 2.4%
Danish Government Bullet:
8%, 5/15/03 Aa1 DKK 104,300 16,959,368 249998AG
7%, 2/15/04 Aa1 DKK 116,250 17,679,009 249998AV
34,638,377
FINLAND - 0.7%
Finnish Government 9 1/2%,
3/15/04 Aa2 FIM 52,000,000 10,361,265 3178739V
FRANCE (C) - 4.7%
French Government:
OAT:
8 1/2%, 11/25/02 Aaa FRF 10,500 2,067,339 3517779U
8 1/2%, 4/25/03 Aaa FRF 50,000 9,840,050 351996AQ
8 1/2%, 4/25/23 Aaa FRF 25,000 5,001,325 351996AC
Strips 4/25/23 Aaa FRF 1,327,500 27,239,769
8 1/2%, 12/26/12 Aaa FRF 120,000 23,567,340 3517779J
67,715,823
ITALY (C) - 2.9%
Italian Government:
euro 5 1/8%, 7/29/03 A1 ITL 500,000 5,111,800 46599BAY
11%, 6/1/03 Aa3 ITL 48,980,000 33,006,983 46599BAD
10%, 8/1/03 Aa3 ITL 4,700,000 3,046,070 46599BAW
41,164,853
MEXICO - 0.4%
Mexican Government Brady
6.63%, 12/31/19 Ba2 FRF 54,750,000 5,951,090 597998VQ
NEW ZEALAND - 1.7%
Government of New Zealand
8%, 4/15/04 Aa3 NZD 40,900,000 24,804,408 6501629K
UNITED STATES OF AMERICA - 0.6%
U.S. Treasury Bills 0%,
5/5/94 Aaa $ 6,500,000 6,498,015 912794K4
U.S. Treasury Notes 9 1/4%,
1/15/96 Aaa 2,000,000 2,116,560 912827XB
8,614,575
TOTAL GOVERNMENT OBLIGATIONS
(Cost $358,671,315) 337,848,586
INDEXED SECURITIES - 2.3%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (A)
UNITED STATES OF AMERICA - 2.3%
Bankers Trust Company:
0%, 9/16/94 (indexed to value
of 2.5-year United Kingdom
securities, multipled 8,
min. 92.43% of par) (e) $ 3,747,000 $ 3,503,070 06699DAU
4%, 9/29/94 (indexed to value
of 2.5-year United Kingdom
securities, multipled 8,
min. 92.4% of par) (e) 1,650,000 1,550,010 06699DBD
0%, 12/23/94 (coupon
inversely indexed to CAD
Banker's Acceptance rate
and principal indexed to
value of 1-year Canadian
securities, both multiplied
by 13) (f) 2,000,000 1,077,200 0669919R
4.81%, 12/29/94 (coupon
inversely indexed to
HELIBOR and principal
indexed to value of
2-year Finnish securities,
both multiplied by 8) (f) 2,000,000 1,427,600 0669919S
0%, 1/26/95 (coupon
inversely indexed to STIBOR
and principal indexed
to value of 2-year Swedish
securities, both multiplied
by 9) (f) 2,000,000 1,086,800 0669919Y
0%, 1/31/95 (coupon
inversely indexed to
STIBOR and principal
indexed to value
of 2-year Swedish
securities, both multiplied
by 9) (f) 1,200,000 683,400 06699DAC
0%, 2/22/99 (indexed to
Japanese stock index
minus S&P 500, multiplied
by 1.226%) 3,000,000 2,780,700 06699DAL
Bayerische Landesbank cert.
of dep.:
4.9525%, 12/22/94
(coupon inversely indexed
to HELIBOR and principal
indexed to value of 2-year
Finnish securities, both
multiplied by 8) (f) 5,000,000 3,635,000 072999AP
0%, 1/25/95 (inversely
indexed to 2-year SEK
LIBOR, multiplied by 9) 1,000,000 553,300 072999AR
22.31%, 3/22/95 (coupon
inversely indexed to
HELIBOR and principal
indexed to value of 3-year
Finnish securities, both
multiplied by 7) (f) 1,000,000 962,500 072999AX

PRINCIPAL VALUE (NOTE 1)
AMOUNT (A)

Citibank Nassau:
4%, 9/29/94 (indexed to
value of 2.5-year British
securities, multiplied by 8,
min. 92.11% of par) (e) $ 4,650,000 $ 4,316,595 223991CP
0%, 12/23/94 (coupon
inversely indexed to
STIBOR and principal
indexed to value of 2-year
Swedish securities, both
multiplied by 9) (f) 5,000,000 3,050,500 223991BM
0%, 12/29/94 (coupon
inversely indexed to CAD
Banker's Acceptance rate
and principal indexed
to value of 1-year
Canadian securities, both
multiplied by 13) (f) 750,000 395,475 223991BP
0%, 1/18/95 (coupon
inversely indexed to
STIBOR and principal
indexed to 2-year Swedish
securities, both multiplied
by 9) (f) 1,000,000 564,700 223991BQ
ITT Corp. 3.66%, 6/27/94
(inversely indexed to 1-year
SEK swap rate, multiplied
by 10) 5,000,000 4,800,500 4506799M
Merrill Lynch & Co. Inc. Japan
Index equity participation
securities 0%, 1/31/00 2,730,000 2,648,100 590188FE
TOTAL INDEXED SECURITIES
(Cost $41,727,000) 33,035,450
CERTIFICATES OF DEPOSIT - 0.1%
MALAYSIA - 0.1%
Public Bank Malaysia 6 1/2%,
9/14/94 (Cost $741,636) MYR 2,000,000 746,414
COMMERCIAL PAPER - 1.2%
INDONESIA - 0.6%
Indonesian Bank (SBI) (c):
0%, 5/13/94 IDR 3,500,000 $ 1,616,320 06099MAF
0%, 1/6/95 IDR 6,000,000 2,573,574 06099MAD
0%, 1/13/95 IDR 9,000,000 3,852,000 06099MAE
8,041,894
MALAYSIA - 0.6%
Bank Negara Malaysia 0%,
9/7/94 MYR 25,000,000 9,137,285 06399DAP
TOTAL COMMERCIAL PAPER
(Cost $17,359,013) 17,179,179
REPURCHASE AGREEMENTS - 17.0%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 3.56% dated
4/29/94 due 5/2/94 $ 243,592,244 $243,520,000
PURCHASED OPTIONS - 0.0%
EXPIRATION
DATE/ UNDERLYING FACE
STRIKE PRICE AMOUNT AT VALUE
Put Option on JPY July 94/109.50 $ 26,962,474 $ 72,481 73499342
Put Option on JPY Aug. 94/103.71 19,407,958 283,033
TOTAL PURCHASED OPTIONS
(Cost $1,237,289) 355,514
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,411,000,157) $ 1,433,075,300
WRITTEN OPTIONS
EXPIRATION DATE/ UNDERLYING FACE UNREALIZED
STRIKE PRICE AMOUNT AT VALUE GAIN/(LOSS)
Call Option on JPY July 94/106.50 $ 26,223,776 $ (918,783)
Call Option on JPY Aug. 94/102.50 19,181,523 (95,038)
TOTAL WRITTEN OPTIONS
(Premium Received $1,186,602) $ 45,405,299 $ (1,013,821)
THE FACE VALUE OF WRITTEN CALL OPTIONS AS A PERCENTAGE OF TOTAL INVESTMENT
IN SECURITIES - 3.2%
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
1,490 Nikkei Stock Average
Contracts June 1994 $ 149,517,850 $ (3,497,850)
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 10.4%
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
57,984,888 ATS 5/10/94 $ 4,988,861 $ 191,051
15,081,500 CHF 5/2/94 10,748,163 134,116
436,080,216 ESP 5/3/94 15,907,790 382,616
29,798,500 FRF 5/2/94 5,265,683 62,068
4,674,834 GBP 5/16/94 to
6/29/94 7,084,232 111,253
14,046,900 NLG 5/10/94 to
6/6/94 25,863,551 585,669
40,902,500 SEK 5/5/94 5,366,536 184,544
TOTAL CONTRACTS TO BUY
(Payable amount $73,573,499) $ 75,224,816 $ 1,651,317
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 5.2%
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
86,437,500 ATS 5/10/94 $ 7,436,846 $ (317,972)
911,402,478 BEF 5/4/94 to
6/30/94 26,691,766 (1,043,721)
34,189,203 CAD 5/18/94 to
6/29/94 24,654,156 109,783
30,163,000 CHF 5/2/94 to
8/2/94 21,511,130 (517,935)
62,747,600 DEM 5/11/94 to
7/18/94 37,910,257 (2,135,257)
40,175,400 DKK 7/7/94 6,176,175 (176,175)
2,142,588,492 ESP 5/3/94 15,907,791 (902,583)
483,259,930 FRF 5/2/94 to
8/8/94 85,201,080 (1,885,885)
4,674,834 GBP 5/16/94 to
6/29/94 7,084,232 (125,729)
32,855,839,375 JPY 5/31/94 to
7/25/94 324,297,021 (14,144,997)
138,720,515 NLG 5/10/94 to
6/13/94 74,640,877 (2,304,895)
40,902,500 SEK 5/5/94 5,366,536 (247,645)
TOTAL CONTRACTS TO SELL
(Receivable amount $613,184,856) $ 636,877,867 $ (23,693,011)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 44.4%
CURRENCY ABBREVIATIONS
ARP - Argentinean peso
ATS - Austrian schilling
BEF - Belgian franc
GBP - British pound
CAD - Canadian dollar
CSK - Czech koruna
DKK - Danish krone
NLG - Dutch guilder
FIM - Finnish markka
FRF - French franc
DEM - German Deutsche mark
IDR - Indonesian rupiah
ITL - Italian lira
JPY - Japanese yen
MYR - Malaysian ringgit
NZD - New Zealand dollar
SEK - Swedish krona
CHF - Swiss franc
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
(c) Principal amount in thousands
(d) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $15,991,256 or 1.1% of net
assets.
(e) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(f) Inverse floating rate security is a security where the coupon is
inversely indexed to a floating interest rate multiplied by a specified
factor. If the floating rate is high enough, the coupon rate may be zero or
be a negative amount that is carried forward to reduce future interest
and/or principal payments. The price may be considerably more volatile than
the price of a comparable fixed rate security.
(g) Restricted securities - investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
Province of Chaco 11 7/8%,
9/10/97 3/9/94 $ 308,208
Komercni Banka 0%, 5/3/98 3/3/94 $ 1,006,711
(h) Most foreign government obligations have not been individually rated by
S&P or Moody's. The ratings listed are assigned to securities by FMR,
the fund's investment adviser, based principally on S&P and Moody's
ratings of the sovereign credit of the issuing government.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows:
MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 14.9% AAA, AA, A 15.1%
Baa 0.0% BBB 0.0%
Ba 0.9% BB 2.8%
B 4.1% B 0.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
D 0.0%
For some foreign government obligations, FMR has assigned the ratings of
the sovereign credit of the issuing government. The percentage not rated by
either S&P or Moody's amounted to 3.6%. FMR has determined that unrated
debt securities that are lower quality account for 0.4% of the total value
of investment in securities.
At the end of the period, restricted securities (excluding 144A issues)
amounted to $1,296,387 or 0.1% of net assets.
Purchases and sales of securities, other than short-term securities,
aggregated $1,176,229,208 and $856,869,097, respectively.
The market value of futures contracts opened and closed amounted to
$289,800,600 and $140,282,750, respectively.
The following is a summary of the fund's written options activity:
AGGREGATE
NUMBER OF FACE VALUE
CONTRACTS OF CONTRACTS
Call Option on JPY:
Outstanding at November 1, 1993 - -
Contracts opened 2 $ 46,419,120
Contracts closed - -
Outstanding at April 30, 1994 2 $ 46,419,120
The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of FMR. The commissions paid to these affiliated
firms were $9,815 for the period.
The fund participated in the bank borrowing program. The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $14,177,000 and $14,177,000, respectively. The
weighted average interest rate was 3 7/8%. Interest expense includes $1,526
paid under the bank borrowing program (see Note 5 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $1,411,041,681. Net unrealized appreciation aggregated
$22,033,619, of which $98,921,557 related to appreciated investment
securities and $76,887,938 related to depreciated investment securities.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Basic Industries 6.6%
Conglomerates 0.4
Construction & Real Estate 1.9
Durables 14.9
Energy 4.1
Finance 10.2
Government Obligations 24.1
Health 0.4
Industrial Machinery & Equipment 2.7
Nondurables 1.2
Precious Metals 0.5
Repurchase Agreements 17.0
Retail & Wholesale 2.6
Services 0.5
Technology 8.4
Transportation 0.8
Utilities 3.7
100.0%
INTERNATIONAL GROWTH & INCOME
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $243,520,000) (cost $1,411,000,157) $ 1,433,075,300
(Notes 1 and 2) - See accompanying schedule

Long foreign currency contracts held, at value (cost $73,573,499) 75,224,816
(Note 2)

Short foreign currency contracts (Note 2) $ (636,877,867
Contracts held, at value )

Receivable for contracts held 613,184,856 (23,693,011)

Cash 255,588

Receivable for investments sold 16,987,725

Receivable for fund shares sold 4,850,441

Dividends receivable 1,900,643

Interest receivable 9,131,479

Receivable for daily variation on futures contracts 149,000

TOTAL ASSETS 1,517,881,981

LIABILITIES

Payable for foreign currency contracts held (Note 2) 73,573,499

Payable for investments purchased 34,906,042

Net payable for closed foreign currency contracts 54,654

Payable for fund shares redeemed 3,902,049

Accrued management fee 890,336

Written options, at value (premium received $1,186,602) 2,200,423

Other payables and accrued expenses 839,353

TOTAL LIABILITIES 116,366,356

NET ASSETS $ 1,401,515,625

Net Assets consist of (Note 1):

Paid in capital $ 1,328,901,985

Undistributed net investment income 5,829,438

Accumulated undistributed net realized gain (loss) on investments 71,262,424

Net unrealized appreciation (depreciation) on:

Investment securities 22,075,143

Foreign currency contracts (22,041,694)

Futures contracts (3,497,850)

Written options (1,013,821)

NET ASSETS, for 80,470,637 shares outstanding $ 1,401,515,625

NET ASSET VALUE offering price and redemption price per share ($1,401,515,625 (divided by) 80,470,637 shares)(Note 4)$17.42

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 5,305,663
Dividends

Interest 12,468,044

17,773,707

Less foreign taxes withheld (Note 1) (771,552
)

TOTAL INCOME 17,002,155

EXPENSES

Management fee (Note 4) $ 4,730,611

Transfer agent fees (Note 4) 2,023,176

Accounting fees and expenses 261,998
(Note 4)

Non-interested trustees' compensation 3,450

Custodian fees and expenses 486,697

Registration fees 56,570

Audit 22,120

Legal 6,610

Interest (Note 5) 1,526

Miscellaneous 3,589

TOTAL EXPENSES 7,596,347

NET INVESTMENT INCOME 9,405,808

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 2)
Net realized gain (loss) on:

Investment securities 67,735,791

Foreign currency contracts (4,728,562
)

Futures contracts 8,479,350 71,486,579

Change in net unrealized appreciation (depreciation) on:

Investment securities (48,663,759
)

Foreign currency contracts (23,468,383
)

Futures contracts (3,497,850
)

Written options (1,013,821 (76,643,813
) )

NET GAIN (LOSS) (5,157,234
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 4,248,574

OTHER INFORMATION

Deferred sales charges withheld by $4,893
FDC (Note 4)

Accounting fees paid to FSC $258,637
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1994 1993
(UNAUDITED)

<TABLE>
<CAPTION>
<S> <C> <C>
Operations $ 9,405,808 $ 2,629,481
Net investment income

Net realized gain (loss) on investments 71,486,579 1,087,001

Change in net unrealized appreciation (depreciation) on investments (76,643,813) 73,793,319

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 4,248,574 77,509,801

Distributions to shareholders (3,499,228) (1,389,982)
From net investment income

From net realized gain (1,269,232) (29,697)

In excess of net realized gain (1,646,787) -

TOTAL DISTRIBUTIONS (6,415,247) (1,419,679)

Share transactions 825,452,361 1,037,700,151
Net proceeds from sales of shares

Reinvestment of distributions 6,281,537 1,310,736

Cost of shares redeemed (430,898,657) (172,260,456)

Net increase (decrease) in net assets resulting from share transactions 400,835,241 866,750,431

TOTAL INCREASE (DECREASE) IN NET ASSETS 398,668,568 942,840,553

NET ASSETS

Beginning of period 1,002,847,057 60,006,504

End of period (including undistributed net investment income of $5,829,438 and $3,611,891,
respectively) $ 1,401,515,625 $ 1,002,847,057

OTHER INFORMATION
Shares

Sold 46,666,227 64,336,913

Issued in reinvestment of distributions 363,935 99,073

Redeemed (24,692,694) (10,819,492)

Net increase (decrease) 22,337,468 53,616,494

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED YEARS ENDED OCTOBER 31,
APRIL 30, 1994
(UNAUDITED)

SELECTED PER-SHARE DATA
1993 1992 1991 1990 1989

Net asset value, beginning of period
$ 17.25 $ 13.29 $ 13.99 $ 13.71 $ 12.87 $ 11.81

Income from Investment Operations

Net investment income
.13 .14** .31 .30(sub section) .25 .30

Net realized and unrealized gain (loss) on investments
.15# 4.14 (.84) .41 .75 .96

Total from investment operations
.28 4.28 (.53) .71 1.00 1.26

Less Distributions

From net investment income
(.06) (.31) (.16) (.38) (.16) (.13)

From net realized gain
(.02) (.01)(S DIAMOND) (.01)(S DIAMOND) (.05)(S DIAMOND) - (.07)(S DIAMOND)

In excess of net realized gain
(.03) - - - - -

Total distributions
(.11) (.32) (.17) (.43) (.16) (.20)

Net asset value, end of period
$ 17.42 $ 17.25 $ 13.29 $ 13.99 $ 13.71 $ 12.87

TOTAL RETURN (dagger)(diamond)
1.63% 32.94% (3.81)% 5.43% 7.79% 10.85%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000s omitted)
$ 1,401,516 $ 1,002,847 $ 60,007 $ 49,738 $ 35,380 $ 26,333

Ratio of expenses to average net assets
1.26%* 1.52% 1.62% 1.89% 1.98% 1.92%

Ratio of expenses to average net assets before expense
1.26%* 1.52% 1.62% 1.89% 1.98% 2.16%
reductions

Ratio of net investment income to average net assets
1.56%* .87% 2.78% 2.86% 2.31% 1.98%

Portfolio turnover rate
184%* 24% 76% 117% 102% 147%

* ANNUALIZED
(sub section) INCLUDES $.02 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY WITHHELD ON DIVIDEND AND INTEREST PAYMENTS.
(S DIAMOND) INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY
INCOME.
** NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
# THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE AGGREGATE NET GAIN (LOSS) ON INVESTMENTS FOR THE
PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET VALUES OF THE INVESTMENTS OF THE FUND.
(diamond) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.

</TABLE>

OVERSEAS
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 76.8%
SHARES VALUE (NOTE 1)
ARGENTINA - 0.1%
YPF Sociedad Anonima sponsored ADR
representing Class D shares 83,500 $ 2,066,625 98424510
AUSTRALIA - 2.0%
Ampolex Ltd. Ord. 1,631,500 5,134,853 03212792
Brambles Industries 404,000 4,167,111 10599010
FAI Insurance Ltd. Ord. 3,866,800 2,655,293 30239330
Hazelton Airlines Ltd. 721,400 1,444,849 42199522
Lend Lease Corp. Ltd. 190,000 2,321,291 52599292
Pioneer International Ltd. 966,700 1,991,460 72371110
TNT Ltd. (b) 3,141,200 4,808,360 93599292
Westpac Banking Corp. 4,924,181 16,730,791 96121410
39,254,008
AUSTRIA - 0.6%
Austrian Airlines/Oster Luftve 4,400 753,691 05299A22
Mayr Melnhof Karton AG (c) 33,000 2,107,682 57847192
OEMV AG 48,800 4,099,746 67399592
Steyr Daimler Puch AG 83,500 1,746,546 86099322
Verbund Gesellschaft 46,000 2,450,958 92299999
11,158,623
BELGIUM - 1.1%
Delhaize 137,700 5,515,025 24650010
Petrofina SA 9,200 2,879,510 71648510
Solvay 27,505 13,386,979 83425810
21,781,514
BERMUDA - 0.2%
Consolidated Electric Power Asia Ltd.
sponsored ADR (c) 67,400 968,875 20855210
Jardine Strategic Holdings Ord. 894,500 3,277,063 47199020
4,245,938
BRAZIL - 0.7%
Coteminas PN 4,900,000 1,328,390 22199692
Telebras PN (Pfd. Reg.) 344,286,800 12,413,994 95499792
13,742,384
CANADA - 0.6%
Abitibi-Price, Inc. 274,700 3,253,209 00368010
Noranda, Inc. 460,700 8,038,178 65542210
11,291,387
FINLAND - 0.8%
Amer Group Ltd. Class A 221,900 5,716,883 02351210
Huhtamaki Ord. 83,900 3,336,295 44499392
Kansallis-Osake-Pankki 322,600 728,740 48199210
Outokumpu OY Class A (b) 270,100 4,346,652 69099992
Repola OY 65,200 1,158,798 75999A92
Unitas Bank Ltd. B Free shares 109,200 291,529 90499123
15,578,897
FRANCE - 6.5%
Accor SA 63,700 8,286,179 00439991
Assurances Generales (Reg.) 32,400 3,109,438 04557510
BNP Ord. 221,520 10,390,845 05599996
Bail Investissement (b) 7,900 1,354,365 05699092
Club Mediterranee 3,700 280,937
Credit Lyonnais CI 31,900 3,117,833 22799392
Elf Aquitaine 207,400 15,197,604 28627199
Financiere Bank de Suez Cie 105,900 6,118,542 31799110
GAN (Groupe des Assur. Natl.) 89,900 6,975,274 36599792
Klepierre SA (b) 3,600 402,121 49899822
Lafarge Coppee 187,400 15,202,651 50586310
Paribas SA (Cie Financiere) Class A (b) 57,600 4,415,186 73999192

SHARES VALUE (NOTE 1)

Pechiney SA CIP 32,150 $ 2,284,252 70599310
Peugeot SA Ord. (b) 124,400 19,677,978 71682510
Plastic Omnium Cie 28,850 3,803,835 72799622
Rhone Poulenc SA Class A 292,750 8,014,667 76242695
Salomon SA 3,600 1,342,524 93099292
Skis Rossignol SA 710 253,482 83099C22
Sophia SA 12,375 1,058,590 84199C22
Total Compagnie Francaise des Petroles
Class B 175,700 10,216,561 20434510
Unibail 47,340 4,267,126 90499592
Vallourec 51,500 2,990,059 92017610
128,760,049
GERMANY - 6.6%
Allianz Versich Holdings Ord.
(Reg.) (b) 3,350 5,241,717 01882495
BASF AG 26,900 5,355,605 05526230
Bayer AG 97,700 23,261,342 07273010
Bayerische Motor Werke (BMW) (b) 19,500 10,622,430 05528310
Computer AG (b) 8,600 3,847,642 20599492
Continental Gummi-Werke AG (b) 65,000 11,388,755 21199010
Deutsche Bank AG 33,300 15,727,908 25152592
Hoechst AG Ord. 101,300 22,323,972 43439010
Kolbenschmidt AG 9,300 1,326,965 50799792
Sixt AG Ord. (b) 6,035 1,988,558 83002199
Thyssen AG Ord. 87,400 15,128,549 88629110
Veba Vereinigte Elektrizetaets &
Bergwerks AG Ord. 42,430 13,183,057 92239110
129,396,500
GHANA - 0.1%
Ashanti Goldfields GDR (c) 49,000 1,078,000
HONG KONG - 0.5%
Dairy Farm International Holdings Ltd.
Ord. 1,196,000 1,749,557 23385910
Dickson Concept 3,952,000 2,660,368 25399210
Hong Kong Land Holdings Ltd. 1,311,000 3,682,822 43858292
Jardine Matheson & Co. Ltd. Ord. 316,000 2,065,841 47111510
10,158,588
INDIA - 0.0%
ITC Ltd. GDS (warrants) (b)(c) 19,000 142,500 45031811
INDONESIA - 0.6%
Astra International (For. Reg.) 110,000 836,527 04699894
Bank International Indonesia Ord. (b) 1,556,300 4,510,422 06199B92
Jakarta International Hotels &
Development Ord. 3,017,400 4,337,482 47399693
Sampoerna, Hanjaya Mandala 400,000 3,060,468 82299892
12,744,899
IRELAND - 0.4%
Bank of Ireland U.S. Holdings, Inc. 727,000 2,989,737 06278793
Fyffes PLC 1,306,100 1,922,553 34999G22
Independent 381,750 1,911,709 45399E92
Smurfit (Jeff) Group PLC 356,100 1,729,222 84699793
8,553,221
ITALY - 2.0%
Alitalia (Linee Aeree Italy) Class A 3,333,000 3,110,789 01608910
Assicurazioni Generali Spa 478,200 13,962,474 04542910
Montedison Spa Ord. 6,337,300 6,314,422 61237610
SAI (Soc. Assicur Industriale) 355,000 5,160,255 78399110
SIP Spa 3,031,600 9,071,517 78401792
Safilo (Sta Azionaria Fab) Spa 371,800 2,203,986 78499999
39,823,443
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
JAPAN - 20.5%
ADO Electronic Industrial Co. 76,000 $ 2,537,575 00699992
Advantest Corp. 143,000 4,859,156 00799010
Alpine Electronics, Inc. (warrant #1) 150 367,500 02099193
Alps Electric Co. Ltd. 271,000 3,790,209 02199292
Amadasonoike Co. Ltd. 219,000 1,660,889 02499492
Aoyama Trading Co. Ord. 105,000 4,860,633 03799092
Asahi Glass (warrants) (b) 200 200,000 04339392
Autobacs Seven Co. Ltd. 34,700 4,443,022 05299392
Bridgestone Corp. 441,000 6,602,189 10844110
Canon, Inc. 984,000 15,991,328 13780199
Canon, Inc. (warrants) (b) 150 150,000 13800695
Casio Computer Co. Ltd. Ord. 224,000 2,779,869 14761893
Chudenko Corporation 43,000 1,655,964 17123410
Cosmo Oil Company Ltd. 306,000 2,519,610 22199092
Daiwa House Industry Co. Ltd. 72,000 1,085,000 23406299
Daiwa House Industry Co. Ltd.
(warrants) (b) 75 75,000 23406297
East Japan Railway Ord. (b) 1,100 5,222,102 27399722
Fujitsu Ltd. (b) 1,274,000 12,798,973 35959010
Futaba Industrial Co. Ltd. (b) 123,000 2,301,783 38299192
Hanshin Department Store 88,000 693,391 41199292
Hitachi Ltd. 2,409,000 22,777,890 43357810
Hitachi Maxell Ltd. 514,000 10,378,215 43358990
Honda Motor Co. Ltd. 622,000 10,292,128 43812810
Ishihara Sangyo Kaisha Ltd. 657,000 2,763,112 46427899
Izumi Co. Ord. 86,000 2,066,779 46399292
Japan Airlines Co. Ltd. 623,000 4,356,645 47103420
Joshin Denki Co. Ltd. Ord. 178,000 2,822,614 48199999
Kawasaki Steel Corp. 1,058,000 3,866,027 48636810
Komatsu Ltd. Ord. 693,000 6,197,617 50045899
Kyocera Corporation 26,000 1,638,925 50155610
Marubeni Corp. (b) 662,000 3,384,005 57381010
Marukyo Corp. 55,000 1,950,162 57899792
Matsushita Electric Industrial Co. Ltd. 779,000 12,813,257 57687910
Minebea Co. 924,000 6,188,518 60299392
Mitsubishi Heavy Industry 583,000 3,875,947 60699310
Mitsubishi Petro Chemical 464,000 3,107,654 60690910
Mitsubishi Trust & Banking 682,000 10,075,841 60699410
Mitsui Petrochemical Industries, Inc. (b) 385,000 3,090,464 60691110
Mitsui Trust and Banking 206,000 2,231,853 60684699
Murata Manufacturing Co. Ord. 403,000 17,464,791 62699110
NGK Spark Plug Co. (warrants) (b) 150 465,000 64499922
Nichido Fire & Marine Insurance Co. 710,000 5,860,141 65399920
Nikko Securities 269,000 3,232,344 65399010
Nippon Sheet Glass (warrants) (b) 350 153,125 65461393
Nippon Shinpan Ltd. 226,000 2,136,905 65461710
Nippon Telegraph & Telephone Ord. (b) 600 5,212,253 65462492
Nissan Motor Co. Ltd. Ord. 824,000 6,979,610 65474491
Nomura Securities Co. Ltd. 702,000 15,280,413 65536130
Oji Paper Ltd. (b) 359,000 3,429,825 67811810
Orix Corp. 441,000 16,809,513 68616710
Pioneer Electronic Corp. 134,000 3,444,696 72365710
Rohm Co. Ltd. 245,000 9,700,581 77536110
Sanwa Bank 183,000 3,965,330 80399410
Sharp Corp. 246,000 4,022,063 81989991
Sharp Corp. (warrants #1) (b) 900 522,752 81989994
Sony Corp. 278,700 15,811,208 83569999
Sumitomo Realty & Development Co. Ltd. 479,000 3,113,759 86562310
Sumitomo Rubber Industries 187,000 1,823,401 86699892
Sumitomo Trust & Banking Co. 414,000 5,708,658 86599310
Suzuki Motor Corp. 443,000 5,890,376 86958592
TDK Corp. 397,000 17,908,599 87235110
Tokio Marine & Fire Insurance Co. Ltd.
(The) 675,000 8,642,767 88909099
Tokyo Electron Ltd. 75,000 2,385,994 89499999

SHARES VALUE (NOTE 1)

Tokyo Electron Ltd. (warrant #2) (b) 500 $ 262,500 89499922
Tokyo Style Co. Ltd. 659,000 12,007,784 88999410
Toppan Printing (warrants) (b) 200 90,000 89074792
Toshiba Corp. 2,649,000 20,089,937 89149310
Toyobo Co. 713,000 3,167,175 90899392
Toyota Motor Corp. 1,007,000 19,737,321 89399999
Yamaha Motor Co. Ltd. (b) 22,000 195,016 98456092
403,985,683
KOREA (SOUTH) - 0.7%
Cho Hing Bank Co. Ltd. 79,000 821,592 17099E22
Korea Electric Power Corp. 285,000 9,879,901 50099B92
Korea First Securities Co. (b) 5,100 104,816 50099K22
Kyungki Bank Ltd. (b) 135,000 1,462,486 61999922
Seoul Securities Co. (b) 120,870 2,124,989 83599P22
14,393,784
LUXEMBOURG - 0.3%
Arbed SA 35,100 5,042,734 03899030
MALAYSIA - 0.6%
Ekran BHD Ord. (b) 313,000 2,653,335 28299792
KL Industries Holdings BHD 570,000 898,274 49799B92
Magnum Corp. BHD 960,000 2,258,573 55999392
Resorts World BHD 497,000 2,784,000 76199592
Telekom Malaysia BHD 324,000 2,419,898 94099892
Time Engineering BHD (b) 317,000 1,000,319 93099592
12,014,399
MEXICO - 1.0%
Grupo Dina (Consorcio G) ADR (b) 117,200 1,508,950 21030610
Grupo Financiero Bancomer SA de CV
sponsored ADR, Series C (c) 189,800 4,673,825 40048610
Telefonos de Mexico SA sponsored ADR
representing shares Ord. Class L 230,400 13,564,800 87940378
19,747,575
NETHERLANDS - 5.1%
Akzo Nobel NV Ord. 135,400 16,315,099 01019910
DSM NV 122,400 9,124,783 23332H92
Fokker Aircraft Ord. 79,500 710,854 34419010
Frans Maas Groep NV (Koninklj) 90,600 2,464,476 35399322
Hoogovens en Staalfabrieken (b) 128,800 5,009,082 43888410
International Nederlanden Groep CVA 223,000 9,321,195 46099892
KBB (Kon Bijenkorf Beheer) NV:
Ord. 56,700 3,246,544 48130092
(right) 56,700 24,433 48130095
KLM Royal Dutch Airlines Ord. (b) 145,100 4,181,444 48251620
Oce Van Der Grinten NV 288,500 12,680,637 67462710
Philips Electronics (b) 623,300 18,230,646 71833799
Pirelli Tyre Holdings NV Ord. (b) 1,788,000 17,817,402 72499092
Wereldhave NV 33,600 1,994,463 95199E22
101,121,058
NEW ZEALAND - 0.2%.
Fletcher Challenge Ltd. (Reg.) (b) 1,665,500 3,240,797 33999592
NORWAY - 1.8%
Bergesen Group:
Class A 168,800 3,745,301 08399010
Class B 347,200 7,703,604 08399011
Christiania Bank Free shares Ord. (b) 1,760,000 3,548,934 17100792
Den Norske Bank Class A
Free shares (b) 1,267,700 3,423,056 25299792
Norsk Hydro AS ADR (b) 66,200 2,242,525 65653160
Norske Skogindustrier AS:
A Free shares (b) 127,200 3,017,541 66499594
(rights) (b) 127,200 33,726 66499596
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NORWAY - CONTINUED
Olav Thon Eiendomsselskp Ord. 81,300 $ 1,179,889 67941099
Orkla AS Class B (non-vtg.) 152,400 4,827,563 39299192
Unitor AS 286,300 5,713,137 91699392
35,435,276
SINGAPORE - 0.7%
Neptune Orient Lines Ltd. (b) 9,003,000 13,143,480 64099610
Van Der Horst Ltd. 244,000 1,161,233 92099C22
14,304,713
SPAIN - 4.7%
Acerinox SA (Reg.) 35,775 3,744,251 00499192
Argentaria Corp. Bancaria de Esp 108,600 4,719,109 21991392
Banco Bilbao Vizcaya SA Ord. (Reg.) 472,900 11,293,396 05945891
Banco Intercontinental Espanol 100,750 8,980,501 24699592
Corporacion Mapfre International Reas
(Reg.) (b) 188,250 7,984,456 16899192
Empresa Nacional de Celulosa SA 92,300 1,600,896 29299N22
FOCSA (Fomento Construciones
Contrata) 43,975 4,883,389 34418599
FOCSA (Fomento Construciones
Contrata) (c) 16,000 1,776,787 34418593
Iberdrola SA 729,500 5,239,940 45499892
Repsol SA:
Ord. (b) 359,700 11,996,678 76026T10
sponsored ADR 46,600 1,537,800 76026T20
Telefonica de Espana SA Ord. 1,422,400 19,335,138 87938210
Union Electrica Fenosa 1,513,200 7,575,836 90659510
Uralita SA (b) 238,450 2,479,704 91799310
Vallehermoso SA 25,583 494,082 91899224
93,641,963
SWEDEN - 3.7%
ASG AB Class B Free Shares Ord. 84,200 1,437,030 16599C22
Aktiebolaget Electrolux 251,700 13,415,894 01019810
Frontline (b) 453,000 1,219,163 35999F22
ICB Shipping Class B (b) 108,333 1,308,456 44999B92
Investor AB B Free shares 114,700 2,815,888 46199A92
Marieberg Tidnings A Free shares (b) 84,000 2,216,592 56799392
SKF AB Ord. (b) 660,600 13,615,970 78437530
Scribona AB B Free shares 17,900 117,499 81199B92
Skandia Forsikring (rights) 114,600 130,893 83055592
Skandia International Holding Co. AB
ADR 114,600 2,061,178 83055510
Skandinaviska Enskilda Banken Class A
Free shares 1,178,600 8,123,371 88099222
Skanska Class B (b) 487,200 12,024,734 93899392
Volvo Aktiebolaget Class B 160,700 15,000,157 92885630
73,486,825
SWITZERLAND - 5.7%
Adia SA (Bearer) 46,800 8,138,260 00699793
Alusuisse Lonza (Reg.) 33,611 16,288,693 02239994
Baloise Holding (Reg.) (b) 6,700 12,271,674 05899195
C.S. Holdings (Reg.) (b) 135,600 11,548,445 17599795
Ciba-Geigy AG:
(Reg.) 36,665 21,871,222 17199492
(warrants) (b) 1,480 10,548 17199494
Fischer (Georg) AG (Reg.) 23,300 4,616,328 33771192
Globus Magazine Part. Cert. 9,400 6,263,764 37957792
Holderbank Financiere AG PC (Bearer) 28,325 19,379,254 43479593
Surveillance, Societe Generale (Bearer) (b) 1,690 2,541,353 86901193
Swiss Bank Corp. (Bearer) (b) 31,050 8,674,482 87083610
Von Roll AG (Reg.) 17,350 1,854,755 94599094
113,458,778

SHARES VALUE (NOTE 1)
THAILAND - 0.2%
Phatra Thanakit (For. Reg.) 11,300 $ 384,146 71799593
Ruam Pattana Fund II (For. Reg.) 2,683,000 1,571,648 76999523
Ruang Khao Unit Trust (For. Reg.) (b) 2,633,900 1,647,504 77399393
3,603,298
UNITED KINGDOM - 8.8%
Avon Rubber 147,800 1,356,934 05399010
BET Public Ltd. Co. Ord. 4,570,000 8,599,369 05538H10
Barclays PLC Ord. 1,396,700 10,809,410 06738E10
Bass PLC Ord. 753,400 6,505,293 06990492
British Petroleum PLC Ord. 1,296,300 7,593,142 11088910
British Steel PLC Ord. 6,075,300 14,059,399 11101510
British Vita Ord. 1,115,900 5,198,677 11199192
English China Clay PLC 1,248,800 9,153,117 29321792
Forte PLC (b) 1,521,100 5,470,606 34999592
General Electric PLC Ord. 1,165,100 5,357,165 36963940
Great Universal Stores PLC Ord. Class A 658,400 5,994,732 39133420
Ladbroke Group PLC Ord. 4,086,800 11,504,179 50572799
Lloyds Abbey Life 589,200 3,384,212 53801099
London International Group 783,900 1,249,051 54183310
Midlands Electricity PLC 856,200 7,405,916 59780293
National Westminster Bank PLC Ord. 918,080 6,290,234 63853930
North West Water Ord. 721,600 5,288,989 67299195
RTZ Corp. PLC Ord. (b) 273,400 3,509,923 74974K50
Rolls Royce Ltd. Ord. 1,600,399 4,942,208 77577910
Royale Insurance Co. Ltd. 825,500 3,294,595 78074910
Sainsbury J. PLC Ord. 501,200 2,829,324 78710310
Sedgwick Group 307,400 918,966 81482610
Shanks & McEwan Group PLC 704,200 1,143,431 81999294
Taylor Woodrow PLC 1,177,500 2,644,547 87667410
Trafalgar House PLC Ord. 1,020,900 1,626,682 89270710
Vickers PLC Ord. units 5,188,775 15,747,932 92549310
Vodafone Group PLC 490,000 4,041,329 92857T92
Whitbread Class A 1,346,600 11,116,452 96341499
Willis Coroon PLC Ord. (b) 1,760,900 6,145,866 97062410
173,181,680
TOTAL COMMON STOCKS
(Cost $1,237,442,272) . . . . . . . . . . . . . . . . . . . .
1,516,435,139
NONCONVERTIBLE PREFERRED STOCKS - 4.8%
AUSTRIA - 0.6%
Creditanstaldt Bank (b) 160,500 9,435,895 22539210
Maculan Holding Ord. 18,300 1,762,660 55699594
11,198,555
GERMANY - 0.7%
Boss (Hugo) AG 4,250 2,703,144 44451094
FAG Kugelfischer Georg Schaef 35,200 5,022,491 50105492
Porsche AG Ord. 10,300 5,436,457 73380110
13,162,092
ITALY - 3.4%
Banco Ambro Veneto N/C Risp 2,320,900 4,873,844 06399592
Fiat Spa Priv. cumulative 5,409,600 15,061,462 31562120
Gilardini Risp Spa 460,400 926,187 40099392
SAI (Sta. Assicur. Industriale) N/C Risp 1,190,200 9,217,016 78399192
SIP (Societa Ital. Per L'Eser) Spa Di Risp
N/C Ord. 350,000 866,323 78401796
Stet (Societa Finanziaria
Telefonica Spa) 10,868,400 35,571,730 85982592
Unicem Di Risp 368,900 1,884,367 91199792
68,400,929
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
KOREA (SOUTH) - 0.1%.
Korea First Securities Co. (b) 67,462 $ 1,261,205 50099K23
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $58,784,694) 94,022,781
CORPORATE BONDS - 0.1%
MOODY'S RATINGS PRINCIPAL
AMOUNT (A)
CONVERTIBLE BONDS - 0.1%
GRAND CAYMAN - 0.1%
Bangkok Land euro 4 1/2%,
10/13/03 (c) - $ 600,000 531,000 06099LAA
CTII Overseas Finance Ltd. euro
4 1/4%, 11/18/98 (c) - 605,000 490,050 126995AA
Peregrine Investment Financial
Cayman Ltd. 4 1/2%,
12/1/00 (c) - 1,200,000 954,000 693393AA
TOTAL CORPORATE BONDS
(Cost $2,405,000) 1,975,050
GOVERNMENT OBLIGATIONS (F) - 1.9%
ARGENTINA - 0.5%
Argentina Republic BOCON
4%, 4/1/01 (d) B1 14,720,251 10,298,435 039995AF
BRAZIL - 0.5%
Brazil Federative Republic IDU
euro 4.3125%, 1/1/01 (d) B2 13,315,500 9,670,382 1057569E
DENMARK - 0.5%
Danish Government Bullet 7%,
12/15/04 Aa1 DKK 62,500,000 9,504,845 249998AV
FRANCE - 0.4%
French Government Strips
0%, 4/25/23 Aaa FRF 420,000,000 8,618,232 351996BL
TOTAL GOVERNMENT OBLIGATIONS
(Cost $40,691,887) 38,091,894
INDEXED SECURITIES - 0.6%

UNITED STATES OF AMERICA - 0.6%
Bankers Trust Company 0%,
1/31/95 (coupon inversely
indexed to STIBOR and
principal indexed to value of
2-year Swedish securities,
both multiplied by 9) (e) 1,000,000 569,500 06699DAC
Bayerische Landesbank cert. of
dep. 6.2675%, 1/27/95
(coupon inversely indexed
to HELIBOR and principal
indexed to value of 2-year
Finnish securities, both
multiplied by 8) (e) 8,300,000 5,121,100 072999AU

PRINCIPAL VALUE (NOTE 1)
AMOUNT (A)

Citibank Nassau:
0%, 1/31/95 (coupon
inversely indexed to STIBOR
and principal indexed to
2-year Swedish securities,
both multiplied by 9) (e) $ 700,000 $ 412,860 223991BT
4 5/8%, 7/30/96 (inversely
indexed to 1-year SEK
swap rate, multiplied
by 10) (d) 1,125,000 883,462 223991AH
ITT Corp. 3.66%, 6/27/94
(inversely indexed to 1-year
SEK swap rate, multiplied
by 10) 5,000,000 4,800,500 4506799M
TOTAL INDEXED SECURITIES
(Cost $16,125,000) 11,787,422
REPURCHASE AGREEMENTS - 15.8%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 3.56% dated
4/29/94 due 5/2/94 $ 311,756,460 311,664,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,667,112,853) . . . . . . . . . . . . . . . . . . . .
$1,973,976,286
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
1,172,422,435 BEF 5/4/94 $ 34,366,702 $ 661,874
75,419,000 CHF 5/9/94 53,748,628 965,621
79,820,931 DKK 5/16/94 12,304,070 281,759
3,956,826,000 ESP 5/3/94 29,377,717 625,057
59,195,000 FIM 5/5/94 11,049,038 457,129
73,880,000 NOK 5/2/94 10,308,574 221,328
90,507,500 SEK 5/5/94 11,874,866 459,043
TOTAL CONTRACTS TO BUY
(Payable amount $159,357,784) $ 163,029,595 $ 3,671,811
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 8.3%
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
1,172,422,435 BEF 5/4/94 $ 34,366,702 $ (1,797,150)
75,419,000 CHF 5/9/94 53,748,628 (1,847,202)
79,820,931 DKK 5/16/94 12,304,070 (540,441)
3,956,826,000 ESP 5/3/94 29,377,717 (1,591,505)
59,195,000 FIM 5/5/94 11,049,038 (377,504)
425,178,909 FRF 5/16/94 75,076,044 (2,941,532)
5,889,637,000 JPY 7/6/94 58,230,216 (1,230,216)
21,434,577 NLG 6/13/94 11,529,049 (113,226)
73,880,000 NOK 5/2/94 10,308,574 (433,549)
90,507,500 SEK 5/5/94 11,874,866 (547,978)
TOTAL CONTRACTS TO SELL
(Receivable amount $296,444,601) $ 307,864,904 $ (11,420,303)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 15.6%
CURRENCY ABBREVIATIONS
BEF - Belgian franc
DKK - Danish krone
NLG - Dutch guilder
FIM - Finnish markka
FRF - French franc
JPY - Japanese yen
NOK - Norwegian krone
ESP - Spanish peseta
SEK - Swedish krona
CHF - Swiss franc
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $12,722,719 or 0.6% of net
assets.
(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(e) Inverse floating rate security is a security where the coupon is
inversely indexed to a floating interest rate multiplied by a specified
factor. If the floating rate is high enough, the coupon rate may be zero or
be a negative amount that is carried forward to reduce future interest
and/or principal payments. The price may be considerably more volatile than
the price of a comparable fixed rate security.
(f) For some foreign government obligations have not been rated by S&P
or Moody's. The ratings listed are assigned to securities by FMR, the
fund's investment adviser, based principally on S&P and Moody's ratings
of the sovereign credit of the issuing government.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $650,869,056 and $496,426,949, respectively.
The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of FMR. The commissions paid to these affiliated
firms were $3,822 for the period.
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $1,667,315,363. Net unrealized appreciation aggregated
$306,660,923, of which $342,407,559 related to appreciated investment
securities and $35,746,636 related to depreciated investment securities.
At October 31, 1993, the fund had a capital loss carryforward of
approximately $46,417,000 which will expire on October 31, 2001.

INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Aerospace & Defense 0.3%
Basic Industries 11.4
Conglomerates 0.2
Construction & Real Estate 4.4
Durables 12.6
Energy 3.6
Finance 17.5
Government Obligations 1.9
Health 1.6
Industrial Machinery & Equipment 3.8
Media & Leisure 2.1
Nondurables 1.9
Precious Metals 0.1
Repurchase Agreements 15.8
Retail & Wholesale 2.0
Services 2.4
Technology 7.6
Transportation 3.0
Utilities 7.8
100.0%
OVERSEAS
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
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APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $311,664,000) (cost $1,667,112,853) $ 1,973,976,286
(Notes 1 and 2) - See accompanying schedule

Long foreign currency contracts held, at value (cost $159,357,784) (Note 2) 163,029,595

Short foreign currency contracts $ (307,864,904
(Note 2) )
Contracts held, at value

Receivable for contracts held 296,444,601 (11,420,303)

Cash 121,399

Receivable for investments sold 12,880,917

Receivable for fund shares sold 10,546,710

Dividends receivable 5,220,075

Interest receivable 916,851

Other receivables 15,417

TOTAL ASSETS 2,155,286,947

LIABILITIES

Payable for foreign currency contracts held (Note 2) 159,357,784

Payable for investments purchased 28,615,163

Payable for fund shares redeemed 2,940,025

Accrued management fee 1,328,718

Other payables and accrued expenses 1,308,601

TOTAL LIABILITIES 193,550,291

NET ASSETS $ 1,961,736,656

Net Assets consist of (Note 1)

Paid in capital $ 1,647,091,794

Distributions in excess of net investment income (14,895,486)

Accumulated undistributed net realized gain (loss) on investments 30,425,407

Net unrealized appreciation (depreciation) on:

Investment securities 306,863,433

Foreign currency contracts (7,748,492)

NET ASSETS, for 67,780,950 shares outstanding 1,961,736,656

NET ASSET VALUE and redemption price per share ($1,961,736,656 (divided by) 67,780,950 shares) (Note 4) $28.94

Maximum offering price per share (100/97.00 of $28.94) (Note 4) $29.84

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 11,298,515
Dividends

Interest 5,135,710

16,434,225

Less foreign taxes withheld (Note 1) (911,587
)

TOTAL INCOME 15,522,638

EXPENSES

Management fee (Note 4) $ 6,432,030
Basic fee

Performance adjustment 264,345

Transfer agent fees (Note 4) 2,608,135

Accounting fees and expenses 330,062
(Note 4)

Non-interested trustees' compensation 4,909

Custodian fees and expenses 736,020

Registration fees 99,284

Audit 42,759

Legal 11,508

Miscellaneous 8,439

TOTAL EXPENSES 10,537,491

NET INVESTMENT INCOME 4,985,147

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 2)
Net realized gain (loss) on:

Investment securities 78,583,929

Foreign currency contracts (1,547,765 77,036,164
)

Change in net unrealized appreciation (depreciation) on:

Investment securities 58,545,163

Foreign currency contracts (11,307,078 47,238,085
)

NET GAIN (LOSS) 124,274,249

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 129,259,396

OTHER INFORMATION $997,546
Sales charges paid to FDC (Note 4)

Accounting fees paid to $330,034
FSC (Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1994 1993
(UNAUDITED)

Operations $ 4,985,147 $ 10,233,528
Net investment income

Net realized gain (loss) on investments 77,036,164 (49,776,636)

Change in net unrealized appreciation (depreciation) on investments 47,238,085 370,524,952

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 129,259,396 330,981,844

Distributions to shareholders (13,783,657) (11,187,669)
From net investment income

In excess of net investment income (9,769,269) -

From net realized gain - (75,938,524)

TOTAL DISTRIBUTIONS (23,552,926) (87,126,193)

Share transactions 865,135,868 854,803,474
Net proceeds from sales of shares

Reinvestment of distributions 22,885,934 84,813,750

Cost of shares redeemed (522,657,933) (494,651,306)

Net increase (decrease) in net assets resulting from share transactions 365,363,869 444,965,918

TOTAL INCREASE (DECREASE) IN NET ASSETS 471,070,339 688,821,569

NET ASSETS

Beginning of period 1,490,666,317 801,844,748

End of period (including under (over) distribution
of net investment income of $(14,895,486) and $ 1,961,736,656 $ 1,490,666,317
$7,779,873, respectively)

OTHER INFORMATION
Shares

Sold 30,931,925 35,327,981

Issued in reinvestment of distributions 855,350 4,255,602

Redeemed (18,895,005) (21,200,545)

Net increase (decrease) 12,892,270 18,383,038

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED YEARS ENDED OCTOBER 31,
APRIL 30, 1994
(UNAUDITED)

SELECTED PER-SHARE DATA
1993 1992(TRI) 1991 1990 1989

Net asset value, beginning of period
$ 27.16 $ 21.96 $ 26.92 $ 27.47 $ 26.30 $ 25.30

Income from Investment Operations

Net investment income
.14 .27 .46 .54(sub section) .35 .30

Net realized and unrealized gain (loss) on investments
2.07 7.40 (3.82) .45 2.16 1.28

Total from investment operations
2.21 7.67 (3.36) .99 2.51 1.58

Less Distributions

From net investment income
(.25) (.37) (.44) (.46) (.21) (.24)

In excess of net investment income
(.18) - - - - -

From net realized gain
- - (2.10)(S DIAMOND) (1.16) (1.08)(S DIAMOND) (1.13)(S DIAMOND) (.34)(S DIAMOND)

Total distributions
(.43) (2.47) (1.60) (1.54) (1.34) (.58)

Net asset value, end of period
$ 28.94 $ 27.16 $ 21.96 $ 26.92 $ 27.47 $ 26.30

TOTAL RETURN (dagger)
8.27% 39.01% (13.05)% 4.12% 9.58% 6.40%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000s omitted)
$ 1,961,737 $ 1,490,666 $ 801,845 $ 969,436 $ 1,011,152 $ 876,567

Ratio of expenses to average net assets
1.28%* 1.27% 1.52% 1.53% 1.26% 1.06%

Ratio of net investment income to average net assets
.61%* 1.00% 1.78% 2.19% 1.34% 1.06%

Portfolio turnover rate
67%* 64% 122% 132% 96% 100%

* ANNUALIZED
(TRI) AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION ACCOUNTING.
(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(sub section) INCLUDES $.08 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY WITHHELD ON DIVIDEND AND INTEREST PAYMENTS.
(S DIAMOND) INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY
INCOME.

</TABLE>

WORLDWIDE
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 75.8%
SHARES VALUE (NOTE 1)
ARGENTINA - 0.1%
Cinba SA Ord. 131,159 $ 420,550 17899B92
AUSTRALIA - 0.2%
Fosters Brewing Group Ltd. 1,212,500 1,066,782 35025810
BELGIUM - 0.5%
GB-INNO-BM SA GIB 50,000 2,301,614 36149699
DENMARK - 0.8%
Burmeister & Wain Holdings AS,
Series B (New) 3,120 209,436 12299296
Unidanmark AS Class A 115,000 4,063,830 92399792
4,273,266
FINLAND - 1.6%
Enso Gutzeit OY R Free shares 195,000 1,397,941 29357810
Kansallis-Osake-Pankki 585,000 1,321,492 48199210
Kone Corp. Class B Ord. 13,000 1,509,582 50400092
Repola OY 87,600 1,556,912 75999A92
Unitas Bank Ltd. 90499122:
A Free shares 270,000 766,179
B Free shares 591,700 1,579,650 90499123
8,131,756
FRANCE - 4.3%
Bail Investissement (b) 27,300 4,680,276 05699092
Coflexip sponsored ADR 108,000 2,443,500 19238410
Immeubles de France, Ste Des (b) 37,655 3,760,176 44999C22
Klepierre SA (b) 34,400 3,842,489 49899822
Pechiney SA CIP 27,000 1,918,346 70599310
UFB Locabail SA 34,000 2,571,933 90499592
Unibail (b) 28,000 2,523,860 90599B92
21,740,580
GERMANY - 4.1%
Bayer AG 7,200 1,714,244 07273010
Bremer Vulkan AG 98,000 5,925,030 10689999
Commerzbank (Rfd) 250 52,600 20299033
Commerzbank AG 2,509 544,577 20259710
Deutsche Babcock AG 5,500 888,513 25159991
Deutsche Bank AG (warrants) (b) 9,500 1,404,897 25152596
Felten & Guilleaume Enrg. AG (b) 1,900 416,415 31499292
Herlitz AG 2,800 709,311 42799392
Hoesch AG 3,100 412,334 43438199
Karstadt AG DM 50 3,000 1,140,871 48576499
Linotype-Hell AG (Bearer) (b) 6,400 1,509,069 53599092
Mannesmann AG (Rfd.) 912 256,948 56311595
Mannesmann AG Ord. 7,300 2,085,399 56377510
Rheinhold & Mahla AG 6,200 1,450,665 76299692
Sixt AG 16,000 1,033,132 83002195
Sixt AG Ord. (b) 748 246,469 83002199
Thyssen AG Ord. 4,200 727,001 88629110
20,517,475
HONG KONG - 0.8%
First Pacific Co. Ltd. 2,428,000 1,092,260 33699192
Fortei Holdings Ltd. 7,012,000 1,397,912 34999D22
Kong Wah Holdings Ltd. (b) 2,520,000 544,799 50599B92
Kumagai Gumi (b) 922,000 978,731 50099210
4,013,702
INDIA - 0.7%
Arvind Mills Ltd. units (c) 210,800 1,159,400 04334810
Indian Aluminum Ltd. GDR (c) 273,700 2,189,600 45410110
3,349,000
INDONESIA - 0.6%
Astra International (For. Reg.) 11,000 83,653 04699894
Bank Dagang Nas Indonesia PT 45,500 66,461 06099Q22

SHARES VALUE (NOTE 1)

Barito Pacific Timber (For. Reg.) (b) 171,000 $ 681,927 06799F23
Dharmala International Land 975,000 1,695,427 25399592
Pan Brothers Textile PT 900,000 573,840 69799492
3,101,308
IRELAND - 0.1%
Aran Energy (b) 1,536,000 675,963 03899999
ITALY - 2.7%
Cementerie di Sardegna Spa 538,000 2,663,321 15199F22
Cogefar-Impresit Cost Gen Spa 1,300,000 2,106,923 19199092
Consorzio di Credit Oper. Pubbl.
(Cogefar) (warrants) 1,300,000 1,459,263 21099922
Fidis Spa Ord. 1,100,000 4,550,601 31650010
Fila Holding Spa sponsored ADR (b) 153,000 2,122,875 31685010
Istituto Mobiliare Italiano 24,000 199,026 45777M92
Simint Ord. (b) 465,600 518,827 83799492
13,620,836
JAPAN - 14.3%
Akita Bank 132,000 949,079 00999692
Aomori Bank Ltd. 260,000 1,633,804 02399592
Bandai Co. Ltd. 46,800 2,060,436 06099192
Bank of the Ryukyus 17,000 971,141 83499192
Bridgestone Corp. 155,000 2,320,497 10844110
Charle Co. Ltd. 55,000 1,327,194 15999392
Daiichi Corp. Ord. 122,000 3,136,216 23599B92
Daito Trust Construction 76,000 2,021,078 24999492
Daiwa Securities 96,000 1,503,398 23499010
Fuji Distribution Co. 182,600 1,501,733 36299992
Fukushima Bank Ltd. 287,000 1,580,153 36099A92
Hankyu Department Stores, Inc. 167,000 2,171,180 41099192
Hanshin Department Store 403,000 3,175,414 41199292
Higo Bank Ltd. Ord. 178,000 1,362,218 43299192
Hyogo Bank Ltd. 392,000 1,304,995 44999292
Iwate Bank 32,000 1,733,478 45699392
Joyfull Co. Ltd. (b) 39,000 852,753 49499F22
Kanamoto Co. Ltd. 51,000 1,537,083 48399B22
Kaneshita Construction Co. Ltd. Ord. (b) 145,000 2,513,543 49099592
Kanto Auto Works Co. Ltd., Yokosuka 202,000 1,378,765 48599092
Keio Teito Electric Railway (b) 234,000 1,288,348 48766710
Kenwood Corp. 99,000 857,096 49178692
Koa Fire & Marine Insurance Co. Ltd. 167,000 1,157,963 49999010
Kumagai Gumi Co. Ltd. (warrants) 7,600 570,000 50125193
Matsuya Co. Ltd. 181,000 1,167,685 57699E22
Mazda Motor Corp. (b) 255,000 1,326,110 57878592
Michinoku Bank 195,000 1,569,142 59499392
Mitsubishi Motors Corp. (b) 198,000 1,751,247 60899692
Mitsubishi Trust & Banking 105,000 1,551,266 60699410
Namura Shipbuilding (b) 90,000 640,894 62999892
Nichii Co. Ltd. 66,000 1,001,083 65299110
Nomura Securities Co. Ltd. 117,000 2,546,735 65536130
Onward Kashiyama Co. Ltd.
(warrants) (b) 850 977,500 48551393
Shimzu Bank Ltd. 29,000 2,230,769 82499592
Sogo Co. Ltd. 387,000 2,515,709 83599K22
Sony Corp. ADR 21,000 1,173,375 83569930
Sumitomo Marine and Fire 220,000 2,136,512 94599392
Sumitomo Trust & Banking Co. 134,000 1,847,730 86599310
Tachi-S Co. Ltd. 120,000 1,157,096 88099392
Tobu Railway Co. Ltd. (warrants) (b) 500 175,000 88739192
Toho Bank Ord. 195,000 1,402,048 91799192
Tokio Marine & Fire Insurance Co. Ltd.
(The) 110,000 1,408,451 88909099
Tokyo Nissan Auto Sales Co. Ltd. 262,000 2,528,908 88998599
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
JAPAN - CONTINUED
Tokyu Department Stores Co. Ltd. 364,000 $ 2,384,124 88914593
Toyoda Auto Loom Works Ltd. 130,000 2,240,718 89200910
72,639,667
LUXEMBOURG - 0.4%
Scandinavian Broadcasting Corp. (b) 71,000 1,828,250 80699E92
MEXICO - 3.7%
Banacci SA de CV:
Class B (b) 245,000 1,500,765 06399896
Class C 55,000 373,124 06399893
Class L (b) 92,000 624,134 06399895
Cemex SA, Series B 90,000 1,951,608 15299293
Grupo Carso SA de CV Class A-1 (b) 315,000 3,140,352 40099594
Grupo Financiero Bancomer SA de CV
sponsored ADR, Series C (c) 89,000 2,191,625 40048610
Grupo Tribasa SA de CV
sponsored AD R (b) 300,042 7,351,029 40049F10
Telefonos de Mexico SA sponsored ADR
representing shares Ord. Class L 29,000 1,707,375 87940378
18,840,012
NETHERLANDS - 5.3%
Akzo NV Ord. 10,400 1,253,154 01019910
Bam Groep NV 18,600 1,152,168 05999892
CVG (Crown Van Gelder) 26,000 2,247,778 12699292
Draka Holding NV 48,700 1,114,867 26199B22
Econosto NV 170,000 2,215,998 27903299
Geveke Trade 88,200 1,724,568 37431310
Heidemij NV (b) 100,400 1,066,750 42099522
Hoogovens en Staalfabrieken (b) 49,300 1,917,296 43888410
KBB (Kon Bijenkorf Beheer) NV:
Ord. 13,800 790,164 48130092
(rights) 13,800 5,947 48130095
Kempen & Company NV 269,000 1,999,568 48899D22
MacIntosh Confectionary Works (b) 62,000 2,043,846 58199292
Philips Electronics (b) 29,400 859,909 71833799
Pirelli Tyre Holdings NV Ord. (b) 171,500 1,708,996 72499092
Samas-Groep NV 57,250 1,788,580 79499110
Telegraaf 23,700 2,093,617 87940410
Volker Stevin NV 42,600 2,111,069 92868894
Wereldhave NV 8,800 522,359 95199E22
26,616,634
NORWAY - 2.3%
Bolig Og Naerings Banken 113,000 2,317,997 09799F22
Color Lines 312,600 1,265,039 19699492
Den Norske Bank Class A Free shares (b) 674,700 1,821,832 25299792
Mosvold Shipping AS B 221,700 1,299,368 62099294
Petroleum Geo Services AS (b) 53,000 739,593 71699E92
Smedvig AS 92,200 1,055,023 79799892
Smedvig AS (rights) 92,200 3,217 79799895
Sparebanken Norway Prime share
cert. (b) 75,000 1,412,902 84699E22
Vital Forsikring Free shares 186,500 1,899,848 93999692
11,814,819
PORTUGAL - 0.5%
Engil Soc. de Const. 21,000 307,934 29299192
Engil Soc. de Const. (New) 12,600 184,760 29299197
Mundicenter Soc Imobil SA 72,000 2,073,465 62699592
2,566,159
SINGAPORE - 0.7%
Jurong Cement (b) 1,110,000 3,355,197 48299792

SHARES VALUE (NOTE 1)
SOUTH AFRICA - 0.4%
Anglo American Corp. of South
Africa Ltd.:
ADR 10,000 $ 492,500 03486110
(Reg.) (b) 30,000 1,524,324 03486130
2,016,824
SPAIN - 2.9%
Banco Bilbao Vizcaya SA Ord. (Reg.) 154,600 3,692,026 05945891
Banco Central SA (Reg.) 101,000 2,205,682 05947010
Banco de Santander Ord. (Reg.) 8,000 351,792 05957410
Banco de Valencia SA (Reg.) 210,000 2,573,817
Banco Pastor SA (b) 80,475 3,777,917 05999792
Conservera Campo Frio 34,000 1,742,618 20899292
Hisalba (b) 15,000 268,524 46199592
14,612,376
SWEDEN - 7.4%
ASG AB Class B Free shares Ord. 79,700 1,360,229 16599C22
Arjo AB (c) 168,000 2,668,732 04069792
Avest Sheffield AB Ord. Free shares (b) 430,000 2,822,597 05399892
Catena AB Class A Free shares 140,000 1,157,920 14999G22
Celsius Industrier AB Class B 85,000 2,265,298 15199D22
Enator Information System AB B Free
shares (b) 312,600 1,723,648 29299H22
Foreningsbanken AB Ord. Class A (b) 683,000 1,416,733 34599E22
Hennes & Mauritz AB B Free shares 27,900 1,384,543 42599110
Hoganas AB Class B Free shares (c) 70,000 946,555 43899M22
Marieberg Tidnings A (b) 160,000 4,222,080 56799392
Munksjo AB 628,000 4,864,318 62599922
NCC AB B Free shares 479,000 3,835,976 63399192
Rottneros Bruk AB Free shares 4,000,000 4,201,080 77899522
Scribona AB B Free shares (b) 66,100 433,892 81199B92
Skanska Class B (b) 40,000 987,252 93899392
Trelleborg AB Class C Free shares 156,000 2,293,787 89491092
Trustor AB B Free shares 185,500 1,120,242 89899D22
37,704,882
SWITZERLAND - 3.9%
Bucher Holding AG (Bearer) 350 1,187,329 08699292
CS Holdings (Bearer) (b) 2,830 1,218,202 17599792
Globus Magazine Part. Cert. 1,800 1,199,444 37957792
Industrieholding Cham AG (Reg.) 1,500 1,207,996 85599922
Jelmoli Grand Magasins SA (Reg.) 15,000 1,662,331 47469993
Jelmoli Grands Magasins SA 1,150 686,812 47469910
Merkur Holdings AG Ord. (Reg.) 6,000 1,492,356 59099393
Reisebuero Kuoni Part. Cert. 1,400 2,195,061 75999592
SMH (Schweiz Gesel UHR) (Bearer) 3,500 2,120,229 80899294
Swiss Bank Corp. (Reg.) 10,936 1,519,809 87083694
Swiss Reinsurance Corp.:
(Reg.) (b) 1,500 639,276 87099393
A (warrants) (b) 1,500 5,078 87099D22
B (warrants) (b) 1,500 5,880 87099399
Von Moos Holdings AG Ord 33,500 4,034,850 94099293
Winterthur Schweiz (Reg.) 1,750 808,182 97629994
19,982,835
THAILAND - 0.2%
Eastern Wire Co. Ltd. (For. Reg.) 325,000 884,133 27799423
UNITED KINGDOM - 3.3%
Brown & Jackson PLC 19,000,000 1,513,730 11599092
Guinness PLC Ord. 160,000 1,164,226 40203310
Hammerson Property Investment &
Development Corp. PLC Ord. 194,333 1,172,228 40831510
Hanson Trust PLC Ord. 190,000 787,128 41135210
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UNITED KINGDOM - CONTINUED
Hartstone Group PLC Ord. (b) 829,200 $ 578,823 41722610
Imperial Chemical Industries PLC:
ADR (New) 15,000 746,250 45270450
Ord. 50,000 622,934 45270440
Ladbroke Group PLC Ord. 570,000 1,604,527 50572799
Royale Insurance Co. Ltd. 350,000 1,396,860 78074910
Sedgwick Group 240,000 717,475 81482610
Shanks & McEwan Group PLC 1,400,000 2,273,222 81999294
Trafalgar House PLC Ord. 925,000 1,473,876 89270710
Wates City of London Property (b) 1,574,999 1,912,049 94299092
Wellcome PLC sponsored ADR 90,000 720,000 94947820
16,683,328
UNITED STATES OF AMERICA - 13.9%
AMR Corp. (b) 25,000 1,515,625 00176510
Allstate Corp. 56,700 1,353,713 02000210
Alumax, Inc. (b) 13,300 317,538 02219710
Amerada Hess Corp. 42,700 2,145,675 02355110
American Eagle Outfitters, Inc. 1,000 15,625 02553D10
American Ecology Corp. 25,400 266,700 02553310
American Stores Co. 68,800 1,720,000 03009610
Astec Industries, Inc. (b) 67,000 1,005,000 04622410
BJ Services Co. (b) 19,300 354,638 05548210
Baker (J.), Inc. 51,000 1,083,750 05723210
Bank of Boston Corp. 32,551 838,188 06071610
Bruno's, Inc. 150,000 1,143,750 11688110
Burlington Industries, Inc. 41,000 625,250 12169310
Cliffs Drilling Co. (b) 18,000 229,500 18682C10
Cobra Industries, Inc. (b) 71,000 426,000 19104E10
Cyprus Amax Minerals Co. 13,300 374,063 23280910
Dayton Hudson Corp. 32,900 2,599,100 23975310
Deposit Guaranty Corp. 25,000 706,250 24955510
Dresser Industries, Inc. 48,000 1,092,000 26159710
Eastman Kodak Co. 42,000 1,743,000 27746110
Enterra Corp. (b) 25,600 515,200 29380510
Exxon Corp. 15,000 943,125 30229010
GEON Co. 28,000 773,500 37246W10
Georgia Gulf Corp. (b) 23,800 687,225 37320020
Global Marine, Inc. (New) (b) 285,000 1,140,000 37935240
Global Ocean Carriers Ltd. (b) 26,200 88,425 37935710
Grace (W.R.) & Co. 10,900 444,175 38388310
Great Atlantic & Pacific Tea Co., Inc. 13,300 332,500 39006410
Halliburton Co. 14,000 414,750 40621610
Harveys Casino Resorts 24,500 410,375 41782610
Helmerich & Payne, Inc. 32,000 836,000 42345210
International Business Machines Corp. 63,700 3,646,825 45920010
Kentucky Electric Steel, Inc. (b) 28,600 293,150 49127B10
Kerr-McGee Corp. 54,600 2,443,350 49238610
Kroger Co. (The) (b) 70,000 1,592,500 50104410
Lafarge Corp. 36,200 819,025 50586210
Liz Claiborne, Inc. 90,000 2,250,000 53932010
Medusa Corp. 47,400 1,179,075 58507230
Mellon Bank Corp. 21,589 1,203,587 58550910
Micropolis Corp. (b) 54,050 391,863 59490710
Mobil Corp. 8,000 626,000 60705910
OM Group, Inc. (b) 70,000 1,400,000 67087210
Oryx Energy Co. 22,200 374,625 68763F10
Pfizer, Inc. 31,000 1,829,000 71708110
Philip Morris Companies, Inc. 26,000 1,417,000 71815410
RJR Nabisco Holdings Corp. (b) 228,700 1,457,963 74960K10
Reynolds Metals Co. 28,200 1,184,400 76176310
Rite Aid Corporation 55,000 1,058,750 76775410
Ross Stores, Inc. (b) 62,900 1,061,438 77829610

SHARES VALUE (NOTE 1)

Santa Fe Pacific Corp. 44,000 $ 979,000 80218310
Schering-Plough Corp. 39,000 2,379,000 80660510
Sears, Roebuck & Co. 33,000 1,551,000 81238710
Serv-Tech, Inc. (b) 18,200 177,450 81753910
Shawmut National Corp. 55,000 1,230,625 82048410
Standard Pacific Corp. 65,000 593,125 85375C10
Stop & Shop Companies, Inc. (b) 27,700 740,975 86209910
Supervalu, Inc. 17,000 554,625 86853610
Tech Data Corp. (b) 20,000 357,500 87823710
Texaco, Inc. 10,300 663,063 88169410
Textron, Inc. 19,000 1,002,250 88320310
Tidewater, Inc. 17,000 357,000 88642310
Tuboscope Vetco Corp. (b) 151,000 868,250 89860010
UAL Corp. (b) 8,000 1,033,000 90254910
UDC Homes, Inc. 60,200 413,875 90264610
Union Planters Corp. 62,407 1,653,786 90806810
Unisys Corp. (b) 70,000 761,250 90921410
United States Banknote Corp. (b) 125,000 437,500 91162310
Vons Companies, Inc. (b) 39,300 717,225 92886910
Weatherford International, Inc. (b) 42,500 456,875 94707610
Western Co. of North America (b) 55,000 701,250 95804340
Westpoint Stevens, Inc. Class A (b) 60,400 973,950 96123810
Whitney Holding Corp. 27,000 621,000 96661210
Wolverine Tube, Inc. (b) 36,000 828,000 97809310
70,420,765
VENEZUELA - 0.1%
CA Venepal GDR Class A ADR (b) (c) 134,502 437,132 12477610
TOTAL COMMON STOCKS
(Cost $350,845,237) 383,615,845
PREFERRED STOCKS - 4.3%
CONVERTIBLE PREFERRED STOCKS - 0.9%
UNITED KINGDOM - 0.1%
Trafalgar House PLC Ord. 6% 200,000 411,242 89270797
UNITED STATES OF AMERICA - 0.8%
Chiles Offshore Corp. $1.50 (b) 13,000 295,750 16888720
Consolidated Freightways, Inc., Series C,
$1.54 67,300 1,514,250 20923720
Kaiser Aluminum Corp. $0.96 (b) 19,000 178,125 48300740
Reynolds Metals Co. $3.31 21,500 991,688 76176350
Unisys Corp., Series A, $3.75 (b) 26,600 1,060,675 90921420
4,040,488
TOTAL CONVERTIBLE PREFERRED STOCKS 4,451,730
NONCONVERTIBLE PREFERRED STOCKS - 3.4%
GERMANY - 3.4%
Bayerische Motor Werke (BMW) AG 4,000 1,596,131 05528393
Escada AG (non-vtg.) 22,000 5,160,822 29605192
FAG Kugelfischer Georg Schaef 16,000 2,282,950 50105492
Herlitz AG 15,000 3,400,846 42799393
Kaufhof AG 5,800 1,465,780 48615294
Moebel Walther AG 3,600 1,469,166 61099B22
Schwabengarage AG 7,900 1,838,875 80899392
17,214,570
PREFERRED STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED
PORTUGAL - 0.0%
Engil Soc. de Const. 10,000 $ 128,122 29299194
Engil Soc. de Const. (New) 6,000 76,873 29299198
204,995
TOTAL NONCONVERTIBLE PREFERRED STOCKS 17,419,565
TOTAL PREFERRED STOCKS
(Cost $18,001,868) 21,871,295
CORPORATE BONDS - 1.1%
MOODY'S RATINGS PRINCIPAL
AMOUNT (A)
CONVERTIBLE BONDS - 1.0%
DENMARK - 0.1%
Burmeister & Wain Holdings
AS 7%, 10/4/98 - DKK 3,160,000 726,577 122992AA
GERMANY - 0.1%
Commerzbank AG 7%,
12/31/00 - DEM 500,000 471,584 202990MS
GRAND CAYMAN - 0.5%
Filinvest (Cayman Island) Ltd.
3 3/4%, 2/28/04 (c) - $ 3,000,000 2,640,000 317015AA
SPAIN - 0.1%
Banco Santander euro 9%,
6/24/94 A1 ESP 50,000,000 393,685 0595749B
UNITED KINGDOM - 0.1%
Royal Insurance Holdings PLC
euro 7 1/4%, 12/12/07 - GBP 375,000 598,938 7807499B
TOTAL CONVERTIBLE BONDS 4,830,784
NONCONVERTIBLE BONDS - 0.1%
ITALY - 0.1%
Consorzio di Credit Oper.
Pubbl. 6%, 3/31/99 - ITL 1,300,000 758,328 210999AA
TOTAL CORPORATE BONDS
(Cost $5,722,555) 5,589,112
GOVERNMENT OBLIGATIONS (E) - 2.7%
ARGENTINA - 1.6%
Argentina Republic 5%,
3/31/05 (c) (d) - 187,000 136,276 039995AT
Argentina Republic:
BOCON 3 1/4%, 4/1/01 B1 1,472,024 1,029,843 039995AF
Brady:
euro 4%, 3/31/23 B1 10,000,000 5,287,500
4%, 3/31/23 (c) - 3,315,000 1,752,806 0401149Y
8,206,425
MEXICO - 0.9%
Mexican Government 10 3/5%,
10/20/94 - MXN 15,000,000 4,593,768 597998TH

MOODY'S RATINGS PRINCIPAL
AMOUNT (A)
SWEDEN - 0.2%
Swedish Government 11 1/2%,
9/1/95 Aa2 SEK 6,000,000 $ 822,409 8702009B
TOTAL GOVERNMENT OBLIGATIONS
(Cost $13,522,127) 13,622,602
REPURCHASE AGREEMENTS - 16.1%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 3.56% dated
4/29/94 due 5/2/94 $ 81,773,252 81,749,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $469,840,787) $ 506,447,854
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
197,712,500 ESP 5/3/94 $ 1,467,930 $ 74,607
(Payable amount $1,393,323)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 0.3%
CONTRACTS TO SELL
197,712,500 ESP 5/3/94 $ 1,467,930 $ (79,524)
33,265,250 NOK 6/28/94 4,633,753 (77,806)
638,700,000 JPY 7/1/94 6,312,574 (111,964)
TOTAL CONTRACTS TO SELL
(Receivable amount $12,144,963) $ 12,414,257 $ (269,294)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 2.5%
CURRENCY ABBREVIATIONS
DKK - Danish krone
DEM - German Deutsche mark
ESP - Spanish peseta
GBP - British pound
ITL - Italian lira
JPY - Japanese yen
MXN - Mexican peso
NOK - Norwegian krone
SEK - Swedish krona
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $14,122,126 or 2.8% of net
assets.
(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(e) Most foreign government obligations have not been individually rated by
S&P or Moody's. The ratings listed are assigned to securities by FMR,
the fund's investment adviser, based principally on S&P and Moody's
ratings of the sovereign credit of the issuing government.
(f) Standard & Poor's Corporation credit ratings are used in the
absence of a rating by Moody's Investors Service, Inc.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $243,065,530 and $91,607,208, respectively.
The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of FMR. The commissions paid to these affiliated
firms were $21,940 for the period (see Note 4 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $469,903,144. Net unrealized appreciation aggregated
$36,544,710, of which $59,459,988 related to appreciated investment
securities and $22,915,278 related to depreciated investment securities.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Aerospace & Defense 1.9%
Basic Industries 10.2
Conglomerates 0.4
Construction & Real Estate 12.5
Durables 8.5
Energy 3.7
Finance 18.9
Government Obligations 2.7
Health 1.5
Industrial Machinery & Equipment 3.0
Media & Leisure 3.1
Nondurables 1.5
Precious Metals 0.4
Repurchase Agreements 16.1
Retail & Wholesale 8.6
Services 1.5
Technology 3.1
Transportation 2.1
Utilities 0.3
100.0%
WORLDWIDE
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $81,749,000) (cost $469,840,787) $ 506,447,854
(Notes 1 and 2) - See accompanying schedule

Long foreign currency contracts held, at value (cost $1,393,323) (Note 2) 1,467,930

Short foreign currency contracts $ (12,414,257
(Note 2) )

Contracts held, at value

Receivable for contracts held 12,144,963 (269,294
)

Receivable for investments sold 8,042,635

Receivable for fund shares sold 17,009,053

Dividends receivable 893,189

Interest receivable 422,471

Other receivables 7,487

TOTAL ASSETS 534,021,325

LIABILITIES

Payable for foreign currency contracts held (Note 2) 1,393,323

Payable for investments purchased 623,007

Payable for fund shares redeemed 4,344,385

Accrued management fee 314,869

Other payables and accrued expenses 390,309

TOTAL LIABILITIES 7,065,893

NET ASSETS $ 526,955,432

Net Assets consist of (Note 1):

Paid in capital $ 468,911,677

Undistributed net investment income 1,291,214

Accumulated undistributed net realized gain (loss) on investments 20,340,161

Net unrealized appreciation (depreciation) on:

Investment securities 36,607,067

Foreign currency contracts (194,687
)

NET ASSETS, for 38,489,069 shares outstanding $ 526,955,432

NET ASSET VALUE, offering price and redemption price per share ($526,955,432 (divided by) 38,489,069 shares)(Note 4)$13.69

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 2,883,315
Dividends

Interest 1,919,073

4,802,388

Less foreign taxes withheld (Note 1) (253,778
)

TOTAL INCOME 4,548,610

EXPENSES

Management fee (Note 4) $ 1,606,216

Transfer agent fees (Note 4) 826,968

Accounting fees and expenses 125,451
(Note 4)

Non-interested trustees' compensation 1,140

Custodian fees and expenses 179,574

Registration fees 87,934

Audit 25,002

Legal 2,179

Miscellaneous 1,544

Total expenses 2,856,008

Expense reductions (Note 6) (2,558 2,853,450
)

NET INVESTMENT INCOME 1,695,160

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 2)
Net realized gain (loss) on:

Investment securities 20,810,808

Foreign currency contracts (146,783 20,664,025
)

Change in net unrealized appreciation (depreciation) on:

Investment securities 9,592,747

Foreign currency contracts (373,435 9,219,312
)

NET GAIN (LOSS) 29,883,337

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 31,578,497

OTHER INFORMATION

Accounting fees paid to FSC $124,430
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1994 1993
(UNAUDITED)

Operations $ 1,695,160 $ 2,970,026
Net investment income

Net realized gain (loss) on investments 20,664,025 10,114,657

Change in net unrealized appreciation (depreciation) on investments 9,219,312 31,061,709

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 31,578,497 44,146,392

Distributions to shareholders: (2,354,690 (2,497,555
From net investment income ) )

From net realized gain (3,532,260 (158,811
) )

TOTAL DISTRIBUTIONS (5,886,950 (2,656,366
) )

Share transactions 490,802,662 277,973,551
Net proceeds from sales of shares

Reinvestment of distributions 5,746,754 2,587,340

Cost of shares redeemed (282,563,692 (138,399,750
) )

Net increase (decrease) in net assets resulting from share transactions 213,985,724 142,161,141

TOTAL INCREASE (DECREASE) IN NET ASSETS 239,677,271 183,651,167

NET ASSETS

Beginning of period 287,278,161 103,626,994

End of period (including undistributed net investment income of $1,291,214
and $3,525,845, respectively) $ 526,955,432 $ 287,278,161

OTHER INFORMATION
Shares

Sold 36,618,695 23,493,059

Issued in reinvestment of distributions 451,410 270,077

Redeemed (21,102,260 (11,997,236
) )

Net increase (decrease) 15,967,845 11,765,900

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
SIX MONTHS ENDED YEARS ENDED OCTOBER 31, MAY 30, 1990
APRIL 30, 1994 (COMMENCEMENT
(UNAUDITED) OF OPERATIONS) TO
OCTOBER 31, 1990

SELECTED PER-SHARE DATA 1993 1992 1991

Net asset value, beginning of period $ 12.76 $ 9.63 $ 9.61 $ 8.95 $ 10.00

Income from Investment Operations

Net investment income .01 .11 .20 .21 .05

Net realized and unrealized gain (loss) on
investments 1.17 3.28 (.08) .53 (1.10)

Total from investment operations 1.18 3.39 .12 .74 (1.05)

Less Distributions

From net investment income (.10) (.24) (.10) (.08) -

From net realized gain (.15) (.02)(S DIAMOND) - - -

Total distributions (.25) (.26) (.10) (.08) -

Net asset value, end of period $ 13.69 $ 12.76 $ 9.63 $ 9.61 $ 8.95

TOTAL RETURN (diamond)(dagger) 9.40% 36.10% 1.32% 8.33% (10.50)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 526,955 $ 287,278 $ 103,627 $ 105,029 $ 94,851

Ratio of expenses to average net assets 1.40%* 1.40% 1.51% 1.69% 2.00%*

Ratio of expenses to average net assets
before expense 1.40%* 1.40% 1.51% 1.69% 2.46%*
reductions

Ratio of net investment income to average
net assets .83%* 1.99% 2.02% 2.19% 2.09%*

Portfolio turnover rate 58%* 57% 130% 129% 123%*

* ANNUALIZED
(S DIAMOND) INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY
INCOME.
(diamond)THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

</TABLE>

EMERGING MARKETS
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 80.2%
SHARES VALUE (NOTE 1)
ARGENTINA - 5.3%
Astra Comp Argentina de
Petroleum (Reg.) 1,580,720 $ 3,562,279 04699B94
Bagley Y Cia Ltd. SA (b) 117,760 454,285 05699C22
Banco de Galicia Y Buenos Aires SA
sponsored ADR representing Class B
shares 144,385 4,385,694 05953820
Banco del Sud SA 23,652 393,410 05957M92
Banco Frances del Rio PL (Reg.) 449,759 3,997,359 21199692
Banco Frances Rio Plata SA ADR 6,200 164,300 05959110
Buenos Aires Embotelladora sponsored
ADR representing 2 shares Class B 77,100 2,650,313 11942420
Central Costanera SA ADR (b) (c) 125,100 3,753,000 15324M10
Central Puerto SA ADR (c) 16,000 600,000 15503810
Commercial del Plata (b) 482,770 2,660,555 20199392
Interamericania de Auto Ord. 497,754 6,832,893 26899722
Molinos Rio de La Plata (Reg) 490,883 6,049,961 60899C22
Perez Companc Class B (b) 2,057,750 10,309,369 71399723
Telecom Argentina Stet France 2,651,879 14,561,415 90899992
Telefonica Argentina Class B 929,500 5,886,217 87999D92
YPF Sociedad Anonima sponsored ADR
representing Class D shares 633,100 15,669,225 98424510
81,930,275
BERMUDA - 1.7%
Consolidated Electric Power Asia Ltd. (b) 9,325,723 13,883,484 20855292
Consolidated Electric Power Asia Ltd.
sponsored ADR (c) 76,800 1,104,000 20855210
Jardine Strategic Holdings Ord. 3,011,500 11,032,841 47199020
Wing On International Holdings Co. Ltd. 4,000 8,906 97499A22
26,029,231
BRAZIL - 7.1%
Acesita (Acos Espec Itabira) Ord. 13,706,700 629,549 00499L22
Aracruz Celulose SA ADR (b) (c) 232,100 3,162,363 03849610
Bradesco PN 467,765,460 5,856,424 10599992
Brahma (Cia Cervejaria) PN (Pfd. Reg.)
Class B 19,181,200 4,551,891 15799492
Brahma (Cia Cervejaria) 984,887 233,724 15799496
Brahma (Cia Cervejaria)
(warrants) (b) 1,807,018 75,952 15799494
Brasmotor PN 23,846,000 6,776,079 10599892
Casa Anglo PN Ord. (b) 6,500,000 1,347,840 13599392
Celedsc PN B Ord. (b) 890,000 533,137 15199E22
Cimento Itau PN Ord. (b) 1,234,000 275,787 14799392
Comp Paulista de Forca Luz Ord. 25,402,260 1,033,872 20499922
Comp Vale Do Rao Doce PN Ord. (b) 18,200,000 1,663,116 20499792
Compania Siderurgica Nacional (b) 520,240,000 13,864,396 24499523
Consul PN (Pfd. Reg.) 115,000 74,188 21099392
Copene Petro Do Nordeste SA (b) 800,000 279,560 21799722
Coteminas PN 6,577,752 1,783,229 22199692
Duratex Corp. PN 20,365,000 936,790
Electrobras ON (b) 8,400,000 1,806,336 69699998
Electrobras PN B (b) 30,470,390 6,622,435 69699993
IOCHP Maxion Ord. 850,000 385,143 46199F22
Itaubanco PN (Pfd. Reg.) 13,204,400 2,636,655 46599A92
Karsten PN 1,451,638 49,617 48599B92
Light (Servicos de Electric) SA Ord. 11,567,100 3,482,160 53299892
Lojas Americanas PN (b) 80,493 18,051 54199A93
Lojas Americanas:
(Reg.) (b) 630,000 140,314 54199A92
(warrants) (b) 11,907 7,316 54199A95
Moinho Santista Gerais Ord. 85,000 298,978 60899F22
Petrobras PN (Pfd. Reg.) (b) 136,960,000 13,148,160 71699794
Sadia Concordia PN (Pfd. Reg.) 94,750 81,499 78699B93

SHARES VALUE (NOTE 1)

Souza Cruz Industria Comerico (b) 70,000 $ 451,578 84599D92
Telebras ON 96,143,000 2,776,610 95499795
Telebras PN (Pfd. Reg.) 395,192,200 14,249,497 95499792
Telepar 1,009,095 216,996 87999F22
Telesp PN (Pfd. Reg.) 29,608,000 9,209,272 87999B93
Unibanco (Banco de Inv. Brasil) PN 15,380,000 1,086,751 90599A94
Unibanco (Banco de Inv. Brasil) PN (rights) 1,712,678 19,730 90599A96
Usiminas 10,565,800,000 10,386,469 90599A96
110,151,464
CHILE - 1.7%
Chile Fund, Inc. 47,556 2,151,909 16883410
Comp Cervecerias Unidas SA ADR 397,700 8,600,263 20442910
Compania de Telefonos de Chile SA
sponsored ADR (b) 34,300 3,087,000 20444920
Cristalerias de Chile SA sponsored ADR 60,700 1,350,575 22671410
Enersis SA sponsored ADR (b) 254,600 5,219,300 29274F10
Madeco SA ADR (b) 55,100 1,597,900 55630410
Maderas Y Sinteticos Sociedad Anonima
Masisa sponsored ADR (b) 112,200 2,636,700 55646510
Soc Quimica Y Minera de Chile ADR (b) 38,900 1,225,350 83363510
25,868,997
CHINA (PEOPLE'S REP.) - 0.1%
Shanghai Diesel Engine B 396,800 357,120 84299A22
Shanghai Hero Pen Class B 1,349,600 477,758 84399B22
Shanghai Ind. Sewing Machine B 335,600 170,485 84399D22
Shanghai Jinjang Tower Co. Ltd. 419,000 280,730 84599U22
Tsingtao Brewery Co. Ltd. (b) 32,000 31,069 87299922
1,317,162
COLOMBIA - 0.1%
Banco Ganadero SA ADR (c) 50,000 1,150,000 05959410
Corp. Fin. del Valle ADR B (b) (c) 7,837 207,681 21986910
1,357,681
GREECE - 0.0%
Hellenic Bottling Co. SA (b) 7,500 247,062 42399A92
HONG KONG - 10.2%
Allied Group Ltd. 5,000,000 614,900 01999322
Amoy Properties Ltd. 3,955,000 5,222,340 03199192
CDL Hotels International Ltd. 4,234,000 1,616,922 14999792
Cheung Kong Ltd. 691,000 3,265,044 16674410
Chevalier International Holdings Ltd. 6,300,000 970,515 16699B22
China Motor Bus Co. Ltd. 49,000 501,120 16940110
China Resources Enterprise Ltd. 3,326,000 1,259,423 18899292
Chinney Investments Ltd. (b) 8,168,000 1,628,372 16999B22
Citic Pacific Ltd. Ord. 2,895,000 8,057,596 45299792
Companion Building Material Ltd. (b) 500,000 161,820 20399922
Dah Sing Financial Holdings (b) 16,875 53,303 23899892
Dao Heng Bank Group Ltd. 1,582,000 4,792,258 23799F22
Esprit Asia Holdings Ltd. 7,442,000 3,082,923 29699522
First Pacific Bancshares Holding (b) 2,050,000 472,381 33699292
First Pacific Co. Ltd. 13,545,305 6,093,491 33699192
Fortei Holdings Ltd. 5,350,000 1,066,576 34999D22
Four Seas Travel International Ltd. 1,244,000 204,526 35099722
Glynhill International Ltd. 500,000 23,300 37199492
Gold Peak Industries Ltd. 954,000 364,323 38074499
Grand Hotel Holdings Ltd. Class A 4,675,000 1,891,271 38599292
Grand Orient Holdings Ltd. 338,000 113,764 38699722
Great Eagle Holdings Ltd. 5,334,000 3,141,833 39099394
Guangzhou Investment Co. Ltd. 100,000 28,480 40099G22
Guoco Group Ltd. 1,024,000 4,739,082 40299692
HKR International Ltd. 118,000 109,985 43999192
HSBC Holdings PLC 620,000 6,862,402 42199192
Hang Lung Development Corp. 2,200,000 3,787,850 41099310
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HONG KONG - CONTINUED
Harbour Ring International Holdings 500,000 $ 100,975 41199B92
Henderson Investment Ltd. 2,700,000 2,009,799 42599422
Henderson Land 250,000 1,229,820 42599010
Hon Kwok Land Investment Ltd. Ord 3,958,000 1,562,777 43899192
Hong Kong & China Gas Co. Ltd. 1,720,000 3,696,194 43855010
Hong Kong & China Gas Co. Ltd.
(warrants) (b) 110,000 219,296 43855092
Hong Kong & Shanghai Hotels 1,575,500 2,427,074 71899292
Hong Kong Daily News Holdings Ltd. 1,756,000 591,034 50899192
Hong Kong Electric Holdings Ord. 1,100,000 3,246,727 43858010
Hong Kong Land Holdings Ltd. 5,172,000 14,529,027 43858292
Hopewell Holdings Ltd. 4,765,000 4,256,289 44099999
Hutchison Whampoa Ltd. Ord. 1,749,500 7,190,777 44841510
Hysan Development Co. Ltd. 1,093,000 3,197,768 44916510
International Bank of Asia Ltd. 10,000 4,143 45899E22
Island Dyeing & Printing Co. 151,000 295,170 46099C22
JCG Holdings 6,836,000 4,358,429 46799792
Jardine International Motor Corp. 708,000 701,154 47499292
Jardine Matheson & Co. Ltd. Ord. 751,202 4,910,961 47111510
Kumagai Gumi (b) 1,300,000 1,379,989 50099210
Kwong Sang Hong International Ltd. 600,000 225,252 50599192
Lai Sun Development Co. Ltd. (b) 14,400,000 2,870,784 50699992
Lei Shing Hong Ltd. 50,000 54,371 52599D22
Li & Fung Ltd. 317,000 201,083 51899592
Mandarin Oriental International Ltd. Ord. 2,422,000 3,166,741 56259499
Mingly Corp. 1,400,000 268,226 60399C22
Nanyang Holdings Ltd. 430,000 623,453 63099D22
New World Development Co. 1,065,527 3,269,122 65171310
Oriental Press Group Ltd. (b) 3,901,000 3,156,260 68620099
Peregrine Investments Holdings 899,000 1,629,321 71399492
Pricerite Group Ltd. (b) 1,256,000 211,372 74199D22
QPL International Ltd. Ord. 75,000 32,040 74899492
QPL International Ltd. (warrants) 15,000 1,495 74899494
Regal Hotels Holding 920,000 238,197 75999110
Ryoden Development Ltd. 1,088,000 359,160 78399B22
S Megga International 987,000 287,483 99999C92
Seapower Resources International Ltd. 800,000 100,456 81299A92
Shangri-La Asia Ltd. (a) 1,704,000 2,338,263 84599M22
Shaw Bros. Hong Kong Ltd. 1,512,000 2,250,960 82028710
Shun Tak Holdings Ltd. 2,002,000 2,138,136 82799192
Siu Fung Ceramics Holdings Ltd. (b) 3,546,000 998,412 82999G22
Star Paging International Holdings Ltd. 378,000 133,343 85599692
Starlite Holdings Ltd. (b) 1,268,000 275,765 85599892
Swire Pacific Class A 1,450,000 10,417,887 87079410
Tai Cheung Holdings Ltd. (b) 984,600 1,414,823 93499892
Tai Ping Carpets Intl. Ltd. 50,000 31,393 94099A22
Techtronic Industries Co. Ord. 1,000,000 177,350 94799592
Tian Teck Land Ltd. 800,000 227,840 93699C22
Van Shung Chong Holdings Ltd. 200,000 33,658 92199F22
Varitronix International Ltd. 496,000 706,304 95099792
Watary International Holdings Ltd. 1,500,000 242,730 94199D22
Wharf Holdings (c) 350,000 1,350,216 96299110
Wing Hang Bank Ltd. (b) 15,000 34,759 97499522
Wing On Co. International Ltd. 1,503,000 2,451,588 97499092
157,951,446
INDIA - 0.3%
Arvind Mills Ltd. units (c) 44,600 245,300 04334810
Bombay Dyeing & Manu. Co. Ltd. GDR 60,000 540,000 09799H23
Cesc Ltd. units GDR (c) 7,500 382,500 15712820
Great Eastern Shipping Co. Ltd. GDR 47,700 417,375 39099823
Hindalco Industries Ltd. GDR (b)(c) 22,000 445,500 43306410
ITC Ltd.:
GDR (b) (c) 31,000 573,500 45031810
(warrants) (b) (c) 7,000 52,500 45031811

SHARES VALUE (NOTE 1)

Indo Gulf Fertilizer and Chemicals GDR 287,000 $ 861,000 45577P10
Mahindra & Mahindra Ltd. GDR 5,000 40,000 55999923
Southern Petrochemical
Industries GDS (b) 70,000 927,500 84361310
Tata Electric Companies GDR (c) 700 304,500 87656610
Videocon International Ltd. GDR 40,800 346,800 92657P93
5,136,475
INDONESIA - 1.5%
Andayani Megah PT (b) 44,000 128,539 03399722
Astra International (For. Reg.) 539,200 4,100,503 04699894
Bank Dagang Nas Indonesia PT 1,525,000 2,227,537 06099Q22
Bank International Indonesia Ord. (b) 1,483,500 4,299,435 06199B92
Bank Niaga PT (b) 19,000 107,928 06399C22
Barito Pacific Timber (For. Reg.) (b) 40,000 159,515 06799F23
Dharmala International Land 190,000 330,391 25399592
Duta Anggada Realty Ord. 342,500 766,306 26699192
Ganda Wangsa Utama PT (For. Reg.) 225,000 307,786 37499822
Gudang Garam PT Perusahaan 10,000 43,125 40199392
Iki Indah Kabel Indonesia PT 91,000 111,823 45199C22
Indah Kiat Pulp & Paper (For. Reg.) 169,500 231,866 45499B23
Inter Pacific Finance Corp. 95,000 136,562 46299792
Jakarta International Hotels &
Development Ord. 994,000 1,428,865 47399693
Kabelmetal Indonesia PT (b) 91,700 250,879 84599B92
Kalbe Farma 165,000 887,535 48699992
Lippo Bank (For. Reg.) 428,700 988,985 53699A23
Mayora Indah PT (c) 104,000 530,481 83099A92
Modernland Realty PT (b) 83,000 269,414 60999A92
Pakuwon Jati:
Ord. 514,250 727,309 69599392
PT (For. Reg.) 14,000 19,800 69599393
Polysindo Eka Perkasa PT (For. Reg.) 745,000 1,520,031 73199B23
Sampoerna Hanjaya Mandala 126,500 967,873 82299892
Sampoerna Hanjaya Mandala (For. Reg.) 40,000 306,047 82299893
Semen Gresik (For. Reg.) 150,000 542,536 84399693
Sucaco (b) 50,000 289,817 89399292
Trias Sentosa (For. Reg.) (b) 703,000 1,466,936 89599D22
23,147,824
KOREA (SOUTH) - 3.2%
Asia Motors Co., Inc. 51,300 832,029 04499B22
Boram Bank (b) 57,080 734,966 09999322
Boram Bank (New) 18,320 183,722 09999325
Central Investment & Finance (b) 17,000 357,806 15499422
Central Investment & Finance (For. Reg.) 2,897 55,594 15499423
Cho Hing Bank Co. Ltd. 49,000 509,595 17099E22
Cho Kwang Paint Industry Co. Ltd. 8,600 530,246 17399N22
Chosun Brewery Co. Ltd. (b) 10,728 270,956 22899822
Chosun Refractories Co. (b) 45,500 1,385,786 28099322
Chung Chong Bank Co. Ltd. 45,000 526,495 17899H23
Dae Chang Industrial Co. (b) 69,150 1,489,674 23399M22
Daewoo Electronics Components Co. (b) 1,800 26,743 23799E22
Daewoo Heavy Industries Ltd. 50,500 706,512 23999492
Daewoo Metal Co. 28,180 523,338 24999B22
Daeyu Securities Co. Ltd. 9,620 185,206 23399G22
Daihan Investment & Finance 30,000 657,422 23399P22
Dong Chang Paper Mfg. Co. Ltd. 20,000 212,950 25799Y22
Dong-A Investment & Finance 30,000 519,995 25899822
Dongbu Construction Co. 25,200 380,636 25799M22
Dongsung Chemical Industry Co. (b) 20,000 693,326 25799V22
Eagon Industrial Co. Ltd. (b) 14,440 311,076 27099922
Han Wha (b) 78,050 927,671 40999B22
Hanil Development Co. 63,300 1,253,931 41099822
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
KOREA (SOUTH) - CONTINUED
Hanshin Construction 2,465 $ 25,025 41199D23
Hanyang Chemical Corp. (b) 41,000 408,629 41199E22
Hung Chang Products Co. 20,000 445,710 44599A22
Hyundai Corp. (b) 20,000 586,851 40999922
Hyundai Engineering & Construction
Co. Ltd. 19,308 953,806 41599122
Hyundai Securities Co. Ltd. (b) 30,294 873,901 42699A22
Isu Chemical Co. (b) 786 10,218 46599E22
Jinro Ltd. (b) 28,000 693,326 73299422
Jinwoong, Inc. 18,400 207,305 75799522
Keum Kang Development Industries Co. 40,110 729,995 49299F22
Korea Air Terminal Service 16,370 409,402 52299422
Korea Electric Power Corp. 49,400 1,712,516 50099B92
Korea First Securities Co. (b) 19,522 401,220 50099K22
Korea Investment & Financial (b) 30,349 533,559 50599092
Korea Investment & Financial (New) (b) 17,680 310,828 50599093
Korea Iron & Steel Works Co. Ltd. 47,690 1,523,340 50099M22
Korea Machinery Co. Ltd. (b) 4,700 53,535 50599H22
Korea Tungsten Mining Co. (b) 600 24,291 50599S22
Korean Air (b) 61,500 1,949,238 52299522
Kukdong Construction Co. 106,104 1,799,708 50199L22
Kum Kang Industrial Co. Ltd. 30,600 496,298 50299H22
Kyung Nam Bank (b) 54,000 648,508 61499222
Kyungki Bank Ltd. (b) 115,000 1,245,821 61999922
Kyungwon Century Co. Ltd. 3,090 76,896 63099G22
Lucky Co. Ltd. (b) 105,000 1,897,981 54999E22
Midopa Company (b) 24,500 485,329 59899E22
Midopa Company (New) 6,664 119,633 59899E23
Miwon Co. Ltd. 10,300 257,596 61299693
Nae Wae Semiconductor Co. (b) 13,617 369,212 63099E22
Nae Wae Semiconductor Co. (New) (b) 3,000 81,342 63099E23
Nam Sung Corp. (b) 37,000 618,422 63299D22
Onyang Pulp Co. 35,000 441,996 53499222
Oriental Chemical Industry Co. (b) 113 3,050 68999C22
Samick Musical Instruments (b) 8,070 115,899 79599L22
Samsung Heavy Industries Co. Ltd. 30,000 1,619,413 82199C22
Samyang Foods Co. (b) 30,000 947,134 84699F22
Seoul Securities Co. (b) 30,800 541,488 83599P22
Shinhan Investment & Finance 30,000 761,421 95599C22
Shinhan Securities Co. (b) 87,000 1,507,985 82499G92
Shin Wha Engineering & Construction
Co. Ltd. 600 9,583 95399A22
Shu Kwang Corp. (b) 450 6,351 82599J22
Ssangyong Cement Co. (b) 12,320 419,462 76899392
Ssangyong Heavy Industries Co. Ltd. 34,312 458,796 77299122
Suheung Capsule Co. Ltd. 9,000 225,084 88499H22
Sunkyong Securities Co. (b) 20,000 403,615 96199D22
Tae Young Corp. 33,780 3,341,613 90899D22
Taekwang Industrial Co. 60 29,053 91099F22
Taihan Electric Wire Co. (b) 30,000 857,992 95199G22
Taihan Textile Co. (b) 5,000 246,378 95199H22
Yeonhap Insupanel Co. 31,500 475,795 98699C22
Youlchon Chemical Co. 30,000 1,225,702 99399P22
Youngone Corp. (b) 61 770 99599C22
Yu Hwa Securities Co. 79,030 1,418,762 98799E22
Yukong Ltd. (b) 23,000 1,167,512 98899K22
49,449,970
LUXEMBOURG - 0.0%
Banque Indosuez Lux SA (warrants) (b)(c) 1,500 15 06674N11
MALAYSIA - 18.5%
Advance Synergy BHD 1,630,000 4,108,790 00799B22
Affin Holdings BHD 1,664,000 2,721,755 00899492
Amalgamated Steel Mills 1,230,000 1,773,020 02499692
Aokam Perdana BHD 104,000 1,009,784 01899792

SHARES VALUE (NOTE 1)

Arab Malaysian Corp. 700,000 $ 1,751,435 00499F92
Arab Malaysian Finance (For. Reg.) (b) 432,000 1,597,130 00699A93
Arensi Holdings BHD 133,000 210,591 03999A22
Asiatic Development BHD 400,000 528,792 04599K22
Austral Amalgamated Tin BHD 261,000 432,759 05299C22
Ayer Hitam Tin Dredging Malaysia BHD (b) 200,000 485,474 05499722
Bandar Raya Development BHD 4,274,000 6,543,964 06000210
Berjaya Group BHD 200,000 215,848 08199A22
Berjaya South Island BHD 272,000 721,189 08499G22
Berjaya Sports Toto BHD (b) 3,371,000 6,042,585 08499E22
Berjaya Textile BHD 1,424,000 3,669,278 08499H22
Bolton Properties BHD 75,000 89,065 09799592
British American Life Insurance BHD (b) 1,118,000 2,713,800 11099E22
Buildcon BHD (b) 62,000 222,272 11999322
CHG Industries BHD 994,000 3,285,120 16699892
Commerce Asset Holding BHD 937,000 3,324,186 20099492
Construction & Supplies (b) 250,000 742,215 21099722
Country Heights Holdings BHD 40,000 67,219 22299D22
DNP Holdings BHD (b) 30,000 39,211 23399L22
Daiman Development BHD 2,000 2,241 23499C23
Damansara Realty BHD 100,000 100,829 23599D22
Development & Commercial Bank 2,932,000 6,186,344 25199692
Dunlop Estates BHD 1,111,000 3,319,146 26599392
Ekran Berhad Ord. (b) 1,533,000 12,995,410 28299792
Faber Group BHD 1,491,000 2,049,022 30299892
Gadek BHD 814,000 3,860,558 36399D22
Gamuda BHD 30,000 95,227 36499A92
Ganda Holdings BHD 50,000 87,385 36999C22
Genting BHD 21,000 235,268 37245210
Golden Pharos BHD (b) 535,000 1,788,130 38299D22
Golden Plus Holdings BHD (b) 1,980,000 9,094,774 38399492
Golden Plus Holdings BHD (New) (b) 476,666 2,189,479 38399493
Granite Industries BHD 722,000 1,954,779 38799522
Ho Hup Construction Co. BHD 108,000 377,100 40899592
Hock Hua Bank BHD (b) 655,000 1,797,837 43499B22
Hong Leong Credit BHD 1,089,000 7,116,855 44699492
Hong Leong Credit (rights) (b) 99,000 277,280 44699493
Hong Leong Properties BHD 4,268,000 5,992,870
43899L22Hume Industries. . . . . . . . . . . . . . . . . . . 100,000
364,769
IGB Corp. BHD (Reg.) 50,000 45,933 44960092
IJM Corp. BHD (b) 789,000 2,740,197 45499592
Idris Hydraulic Malaysia BHD (b) 3,965,000 7,699,594 45199B92
Industrial Oxygen, Inc. BHD (b) 166,000 174,195 45999892
Island & Peninsular BHD 170,000 333,295 45699592
Johan Holdings BHD 1,550,000 1,516,551 92599D22
KFC Holdings BHD 10,000 29,315 49499792
KL Industries Holdings BHD 870,000 1,371,050 49799B92
Kamunting Corp. BHD 2,301,000 2,431,789 48399C22
Kelanamas Industries BHD 522,000 1,159,868 48799K22
Kelanamas Industries BHD (warrants) 16,000 15,655 48799K25
Kent George BHD 50,000 115,766 49099792
Kinta Kellas PLC (b) 82,000 127,388 49799C22
Kinta Kellas PLC (SG) 30,000 50,164 49799C24
Kumpulan Emas BHD (b) 480,000 677,573 52399493
Lam Soon Huat Development BHD 10,000 19,979 51299492
Land & General BHD 723,000 2,456,978 51499693
Larut Consolidated BHD 2,362,000 3,175,449 51799222
Leong Hup Holdings BHD (b) 62,400 133,991 52699692
Leong Hup Holdings BHD (warrants) (b) 10,400 2,913 52699695
Lien Hoe Corp. BHD (REIT) 100,000 159,833 53199722
Lingui Development BHD 803,000 2,758,835 53599722
London & Pacific Insurance Co. (b) 263,000 864,292 54199E22
Long Huat Timber Industry BHD (b) 342,000 447,008 54299592
MBF Capital BHD (b) 1,640,000 1,665,846 61199892
MBF Holdings BHD (b) 1,583,000 1,117,281 61799L22
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MALAYSIA - CONTINUED
MBF Holdings BHD Class A 741,500 $ 467,975 61799L24
MCSB Systems Malaysian BHD 572,000 1,901,111 56399222
MGR Corp. BHD (b) 365,000 1,990,068 55399492
Magnum Corp. BHD 3,205,500 7,541,516 55999392
Malakoff BHD 50,000 111,098 56099J22
Malakoff BHD (rights) (b) 25,000 21,006 56099J23
Malayan United Industries BHD 331,000 501,852 56091099
Malayawata Steel BHD (b) 50,000 97,094 56099192
Malaysia British Assurance BHD 439,000 786,916 56099N22
Malaysia Mining Corp. 1,050,000 1,756,671 56099K22
Malaysian Banking (b) 706,500 3,983,925 56090499
Malaysian Industries Development
BHD Ord. 201,000 307,753 56099L22
Malaysian Plantions BHD 2,692,000 3,056,120 56099R22
Malaysian Resources Corp. BHD 450,000 915,862 56099793
Malex Industries BHD 3,000 14,564 56199722
Malpac Holdings BHD (b) 9,000 30,753 56199622
Mentiga Corp. BHD 325,000 1,237,957 58799B22
Mercury Industry BHD 1,188,000 2,661,892 58999A22
Metacorp BHD 1,040,000 5,010,086 59099E92
Metrojaya BHD 332,000 619,910 59599F22
Minho BHD 40,000 76,929 60399822
Mulpha International Ltd. 815,333 1,327,525 62499A22
Multi-Purpose Holding BHD (b) 4,203,000 7,157,247 00099292
Mycom BHD 2,587,000 6,038,084 63199892
NCK Corp. BHD 100,000 207,260 62899C22
Negara Properties BHD 152,000 454,105 63999822
New Straits Times Press 1,000 3,174 64999592
North Borneo Timber BHD 1,408,000 3,812,090 65799B22
OSK Holdings BHD (b) 151,000 451,117 67899922
OSK Holdings BHD:
(For. Reg.) 150,000 448,129 67899923
(warrants) 207,500 269,661 67899926
O'Connor's Engineering & Trade 40,000 107,551 67899E22
Olympia Industries BHD 1,884,000 2,589,106 68199D92
Oyl Industries Ltd. 113,000 548,584 69599492
Pacific Chemicals BHD (b) 976,000 6,815,740 69599H22
Park May BHD 722,000 3,639,927 70099222
Pelangi BHD 602,000 571,021 70699492
Perlis Plantations BHD 200,000 597,506 71390092
Pernas International Hotel &
Property BHD (b) 97,000 123,161 71499392
Press Metal BHD 10,000 22,780 74199B22
Public Finance BHD (For.Reg.) 649,000 1,017,924 87799994
Rashid Hussain BHD 1,234,000 3,179,697 75399492
Renong BHD 5,729,000 7,787,544 75999H22
Resorts World BHD 1,400,000 7,842,254 76199592
Samanda Holdings BHD 750,000 2,674,770 91599193
Sistem Televisyen Malaysian 174,000 428,860 82999692
Southern Bank BHD 207,000 521,791 84199992
Sungei Way Holdings (b) 947,000 4,137,689 86799892
Super Enterprise Holdings BHD 19,000 29,091 98999Q22
Syarikat Kayu Wangi BHD 330,000 502,801 93599F22
Tan & Tan Development BHD (b) 981,000 1,172,305 89699B22
Technology Resources (b) 7,021,000 30,152,176 93699692
Telekom Malaysia BHD 334,000 2,494,586 94099892
Tenega Nasional BHD 101,000 561,991 92099992
Time Engineering BHD (b) 2,814,000 8,879,802 93099592
Tongkah Holdings BHD 1,388,000 2,550,214 94999C92
Tongkah Holdings BHD:
(rights) 302,666 146,935 94999C97
(rights) 181,600 113,932 94999C95
UMW Holdings BHD (b) 200,000 433,192 90302599
Uniphone Telecom BHD (b) 137,000 649,750 95499A92
United Engineers BHD 1,000 4,369 93099692

SHARES VALUE (NOTE 1)

YTL Corporation (b) 1,361,600 $ 6,254,265 98799092
YTL Corporation (warrants) (b) 181,000 446,113 98799094
Yangtzekiang BHD 250,000 1,867,205 98499G22
Zalik BHD 342,000 1,570,915 98899P22
287,166,520
MEXICO - 16.9%
Banacci SA de CV:
Class B (b) 637,000 3,901,988 06399896
Class C 2,020,500 13,707,213 06399893
Bufete Industrial SA sponsored ADR
representing 3 ordinary certificates
Banco (b) 52,700 1,521,713 11942H10
Cementos Apasco SA de CV Class A (b) 985,400 8,450,593 15299392
Cemex SA, Series B 896,000 19,429,339 15299293
Cifra SA Class C (b) 5,077,800 13,157,189 17178594
Coca-Cola Femsa SA de CV sponsored
ADR (b) 145,200 4,610,100 19124110
Controladora Commercial Mexicana
SA B-1 (b) 1,174,800 2,036,563 21299692
Desc (Soc. de Fomento Indus.) Class B 1,286,300 8,036,918 25299692
Empresas Ica Sociedad Controladora SA
de CV sponsored ADR representing
Ord Part. Cert. 312,200 7,414,750 29244810
Empresas La Moderna SA sponsored
ADR 108,500 2,780,313 29244910
Emvasa del Valle de Enah Ord. (b) 317,000 1,271,883 29299E22
Farmacia Benevides SA de CV Ord. (b) 454,400 2,198,932 31299422
Fomento Economico Mexicano SA
(FEMSA) B 1,614,000 7,513,880 34441892
Gruma SA Class B . . . . . . . . . . . . . . . . 62,200 398,232
Grupo Carso SA de CV Class A-1 (b) 3,159,500 31,498,225 40099594
Grupo Casa Autrey SA sponsored ADR (b) 91,900 2,527,250 40048P10
Grupo Dina (Consorcio G) ADR (b) 182,500 2,349,688 21030610
Grupo Embotellador de Mexico 113,500 1,578,223 30599422
Grupo Embotellador de Mexico
GDR 28,900 769,463 40048J30
Grupo Financiero Bancomer SA de CV
sponsored ADR, Series C (c) 504,300 12,418,388 40048610
Grupo Financiero Banorte C Ord. 35,000 175,804 40099H22
Grupo Financiero GBM Atantico SA sponsored
ADR (c) 16,100 285,775 40048F10
Grupo Financiero Probursa:
B1 Ord. 309,000 311,367 48999K22
Class L 28,737 39,607 48999K23
Grupo Financiero Serfin sponsored ADR (b) 458,900 10,095,800 40049A10
Grupo Industrial Maseca SA de CV:
ADR 14,000 351,750 40048830
57899894Class B (b) 2,664,300 4,422,818
Grupo Industry Bimbo SA de CV, Series A
Ord. (b) 212,830 1,779,559 60899995
Grupo Mexicano de Desarrollo Class L
ADR (b) 172,800 2,829,600 40048G20
Grupo Modelo SA de CV Class C Ord. (b) 22,500 447,244 40099M22
Grupo Posadas SA de CV Class L (b) 390,000 376,264 40048992
Grupo Radio Centro SA de CV
sponsored ADR (b) 39,800 905,450 40049C10
Grupo Sidek B Free shares 1,757,100 7,695,729 40099F22
Grupo Simec SA de CV ADR (b) 38,800 780,850 40049110
Grupo Situr SA de CV Class B (b) 1,606,113 4,250,177 40049292
Grupo Televisa GDS (b) (c) 52,400 2,777,200 40049J20
Grupo Televisa SA de CV 46,000 1,211,639 40049J97
Grupo Tribasa SA de CV sponsored
ADR (b) 117,779 2,885,586 40049F10
Herdez SA de CV Class A 1,321,407 1,380,091 42799F22
Kimberly Clark de Mexico Class A 626,100 11,774,130 49499392
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEXICO - CONTINUED
Mexico Value Recovery (rights) (b) 4,000,000 $ 40 59304893
Sanluis Corp. Ord., Series A-2 (b) 74,000 571,148 21987020
Sears Roebuck de Mexico SA de CV (b) 689,600 9,145,386 81240K92
Sears Roebuck de Mexico SA de CV ADR
representing Series B-1 (b) (c) 52,700 1,337,263 81240K10
Servicios Financieros Quadrum SA
sponsored ADR (b) 3,200 57,600 81763810
Telefonos de Mexico SA sponsored ADR
representing shares Ord Class L 535,400 31,521,675 87940378
Tolmex B2 SA (b) 770,300 9,271,909 94399492
Transport Maritima Mexicana A (b) 99,000 758,040 94899592
Vitro SA (b) 630,000 4,187,137 92850292
Vitro SA sponsored ADR (b) 133,600 2,672,000 92850230
261,869,481
PAKISTAN - 0.2%
Adamjee Insurance 46,000 470,258 00599492
Bank of Punjab (b) 33,150 89,068 79899A92
DG Kahn Cement 60,000 194,630 23999E22
National Development Leasing Corp. 278,100 619,629 63599492
Pakistan Electric 20,000 106,817 69599N22
Pakistan State Oil 58,800 645,423 34799292
Pel Appliances Ltd. (b) 77,500 584,053 70599922
Sui Southern Gas Pipelines Ltd. 94,000 200,200 89499F22
2,910,078
PANAMA - 0.6%
Banco Latino Americano de Exportaciones
SA Class E (b) 127,100 4,829,800 06199A92
Panamerican Beverages, Inc. Class A 120,700 4,149,063 69829W10
8,978,863
PERU - 0.4%
Banco de Credito del Peru T 511,700 1,377,701 06899B22
Compania Peruana Telefonos T 488,261 3,017,282 24499622
La Fabril SA T 462,983 1,063,597 50399B23
Minsur SA T 100,000 794,854 60499F22
Southern Peru Copper Corp. T 240,494 739,216 84399F22
6,992,650
PHILIPPINES - 2.5%
Ayala Corp. Class B 1,094,200 1,470,320 05499092
Ayala Land, Inc. Class B 2,361,100 3,001,218 05499392
Bacnotan Cement Corp. 1,220,000 1,196,295 07499222
Belle Resources Corp. 2,760,000 701,647 07899322
Filinvest Land, Inc. Ord. 9,562,750 2,604,702 31699J22
First Philippines Holdings Corp. 1,418,300 5,202,409 33699492
Guoco Holdings 8,940,000 1,509,787 40299A22
House of Investments, Inc. (b) 340,000 1,247,140 44199C92
JG Summit Holdings, Inc. B (b) 3,665,000 1,464,131 46615292
Kepphil Shipyard, Inc. (b) 50,000 7,354 49299H23
Lepanto Cons Mining Co. 10,190,000 81,418 52673292
Manila Mining Corp. Class B 178,420,000 1,684,285 59399C22
Meralco B (b) 532,330 10,246,410 58799A92
Metro Drug, Inc. Class B (b) 15,580,700 3,621,422 59699292
Metropolitan Bank & Trust Co. 13,500 372,617 59199D22
Philex Mining Corp. 50,000 4,812 71814230
Philippine Long Distance Telephone Co. 32,400 2,106,000 71825210
Robinson's Land Corp. 1,100,000 151,811 77099492
San Miguel Corp. Class B 249,000 2,179,372 79908540
Sanitary Wares Manufacure Corp. (b) 186,000 75,994 81099792
Steniel Manufacturing Corp. (b) 867,500 280,402 85899622
United Paragon Mining Corp. 10,000,000 6,500 91199J22
39,216,046

SHARES VALUE (NOTE 1)
PORTUGAL - 0.0%
CIN 6,250 $ 209,374 17599592
Mague (Constru Metalom) 1,586 61,529 55999192
Unicer Uniao Cervejeira SA (b) 5,000 170,467 93399A93
441,370
SINGAPORE - 3.4%
Causeway Investments Ltd. 200,000 331,854 14999E22
Chuan Hup Holdings Ltd. (b) 674,000 771,575 14899992
Clipsal Industries Holdings Ltd. (b) 111,000 643,800 18899192
Compact Metal Industry Ltd. (b) 126,000 158,017 20499B22
Far East-Levingston Shipbuilding Ltd. 54,000 227,474 30799192
First Capital Corp. Ltd. (b) 117,000 402,567 31999792
Focal Finance Ltd. (b) 288,000 703,840 34499B22
Focal Finance Ltd. (rights) 115,200 59,270 34499B23
Fuji Offset Plates Manufacturing Ltd. (b) 468,000 397,299 36599922
Hong Leong Finance Ltd. 1,184,000 3,380,900 44999D22
Hong Leong Finance Ltd. (warrants) 139,800 158,241 44999D23
Hour Glass Ltd. 683,000 764,304 44199E22
IPCO International 40,000 202,000 46299D22
Informatics Holdings Ltd. 1,449,000 1,677,406 45699D22
Jurong Cement (b) 732,750 2,214,883 48299792
Jurong Engineering Ltd. 53,000 378,352 49499692
Kay Hian James Capel Holding (For. Reg.) 898,000 1,588,203 48699B22
Keppel Finance Ltd. 1,858,000 2,939,542 49299D22
Kim Eng Holdings Ltd. 2,952,000 5,239,889 49499D92
Kim Eng Holdings Ltd. (warrants) (b) 629,800 546,805 49499D94
Liang Court Holdings Ltd. 621,000 603,066 52599A92
Malayan Credit Ltd. 100,000 208,374 56099092
Overseas Chinese Banking Corp. (b) 297,000 2,712,329 68999610
Overseas Union Bank Ltd. (For. Reg.) 80,000 406,457 68990192
Overseas Union Trust Ltd. 642,000 1,362,529 69499B22
Pacific Can Investment Holdings (b) 790,000 1,092,357 69499C22
Pacific Can Investment Holdings
(warrants) (b) 237,000 208,055 69499C24
Pentex Schweizer Circuits Ltd. (b) 950,000 1,435,782 70999222
Sal Industrial Leasing Ltd. 603,000 601,101 81499792
Sembawang Maritime Ltd. 988,500 4,481,908 81799592
Ssangyong Cement Ltd. 569,000 1,866,292 75299093
Tat Lee Finance Ltd. 556,000 983,342 87699E22
Tat Lee Finance Ltd. (warrants) (b) 252,000 165,309 87699E23
Tibs Holdings 633,000 2,381,536 94999792
Transmarco Ltd. 707,000 1,764,205 89499492
Van Der Horst Ltd. (b) 1,530,000 7,281,499 92099C22
Venture Manufacturing 719,000 1,664,672 92399992
Wing Tai Holdings Ltd. (b) 330,000 568,781 97499392
52,573,815
SOUTH AFRICA - 0.1%
Genbel Industries Ltd. Ord . . . . . . . . . . 100,000 190,989
South African Breweries, Inc. ADR 47,000 1,000,385 83621620
1,191,374
SRI LANKA - 0.2%
Aitken Spence & Co. Ltd. 120,000 936,197 00999F22
Aitken Spence & Co. Ltd. (rights) 25,000 34,218 00999F23
Blue Diamond Jewelry . . . . . . . . . . . . . 92,500 61,801
Development Co. of Ceylon (DFCC) 100,666 1,017471 25199C92
Distillery Co. of Sri Lanka (b) 1,350,000 277,168 25499D92
John Keells Holdings Ltd. GDR 61,500 471,224 48730210
Kelani Tyres Ltd. (Loc. Reg.) 63,000 64,008 48799N22
Lanka Tiles Ltd. 105,000 161,403 51599722
National Development Bank 31,000 218,678 63599B22
3,242,168
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TAIWAN - 0.1%
Shanghai Tyre & Rubber B shares 150,000 $ 84,000 84599R22
Taiwan Fund, Inc. 35,500 1,002,875 87403610
1,086,875
THAILAND - 5.7%
Advanced Information Services:
(For. Reg.) 288,800 11,010,644 00799793
(Loc. Reg.) 10,000 371,724 00799792
Asia Fiber Co. (For. Reg.) 378,500 379,552 04499592
Ayudhya Insurance Co. 157,400 1,800,286 05499593
Ban Pu Coal (For. Reg.) 317,000 4,658,061 06199593
Bangkok Bank 1,086,800 8,200,634 06099210
Bangkok Metropolitan Bank Public
(For. Reg.) 2,267,200 1,755,765 06199E23
Bangkok Steel Industry Co. Ltd. 75,500 181,404 06099P22
Bangkok Steel Industry Co. Ltd.
(For. Reg.) 150,000 360,405 06099P23
Bank of Ayudhya (For. Reg.) 50,000 155,877 05999998
Bumrungrad Hospital (For. Reg.) 35,500 131,116 06199693
Christiani & Nielsen Thai Ltd.:
(For. Reg.) 19,880 165,798 17599692
(warrants) (b) 8,520 16,918 17599694
Deves Insurance Co. Ltd. 14,000 219,063 25299E23
Eastern Printing Co. (For. Reg.) 586,000 1,524,344 27699323
Finance One Public Co.
(For. Reg.) 38,500 541,264 31799E93
First Bangkok City Bank (For. Reg.) 231,200 162,978 31899D93
General Financial & Services Pub. Co. Ltd.
(For. Reg.) 37,000 332,089 36999693
Hana Microelectronics Co. (For. Reg.) 77,100 716,497 40999693
Hemaraj Land & Development Co.
(For. Reg.) 198,300 1,141,918 42399B23
Industrial Finance Thai (For. Reg.) 744,000 1,359,176 45799896
International Broadcasting Corp.
(For. Reg.) (b) 43,500 518,269 45999E93
Juldis Development Co. (For. Reg.) 263,900 1,540,640 48199A93
Jutha Maritime Co. Ltd. (Loc. Reg.) 10,000 48,451 48299892
Krung Thai Bank (For. Reg.) 2,865,500 5,917,630 50599293
Land & House (For. Reg.) 131,200 2,990,818 51499393
MDX Co. Ltd. (For Reg.) 210,000 1,267,673 55699293
Matichon Newspaper Group (b) 10,000 104,051 60899793
Muramoto Electronics Thai PCL (For. Reg.) 70,000 539,317 62699923
Mutual Fund Co. Ltd. (For. Reg.) 36,700 690,858 65499B23
NTS Steel Group Co. Ltd. (For. Reg.) 50,000 138,999 64999893
National Finance & Securities Co.
(For Reg.) 59,800 769,468 63199593
National Petrochemical Co. 360,000 543,287 63799523
Navakij Insurance Co. 117,200 521,302 63999A23
One Holding Ltd. (For. Reg.) 60,000 164,416 68299B23
PTT Exploration & Production (For. Reg.) 100,000 496,426 74099B23
Pacific Insurance Co. Ltd. 76,000 428,594 69599L23
Pacific Insurance Co. Ltd. (rights)
(For. Reg.) 50,666 265,604 69599L24
Phatra Insurance Co. Ltd. (For. Reg.) 4,200 142,780 71799B23
Phatra Thanakit Co. Ltd. (Loc. Reg.) 800 27,069 71799592
Phoenix Pulp & Paper (Loc. Reg.) 10,000 30,183 71999093
Property Perfect Co. Ltd. (For. Reg.) (b) 47,800 573,296 74399F23
Quality Houses Co. Ltd. (For. Reg.) 148,900 1,023,022 74799G23
Raimon Land Co. Ltd. (For. Reg.) 144,000 794,916 75099822
Regional Container Lines (For. Reg.) 14,600 303,828 75899293
Renown Leatherwears Public Co. Ltd. 215,600 1,275,789 75999K23
S Khon Kaen Industries Co. Ltd. 310,700 1,196,897 56499F22
S&J International Enterprises (For. Reg.) 124,000 492,455 88499E93

SHARES VALUE (NOTE 1)

Safety Insurance Co. Ltd.:
(For. Reg.) 224,000 $ 1,014,138 79899393
(Loc. Reg.) 10,000 45,274 79899392
Sammakorn Co. Ltd.
(For. Reg.) 129,700 690,222 79599F23
(rights) (For. Reg.) 259,400 1,225,917 79599F24
Sawang Export Co. Ltd. (For. Reg.) 70,400 254,424 80999B23
Seafresh Industry (Thai) Co.:
(For. Reg.) (b) 5,300 34,940 81199D23
(Loc. Reg.) 25,600 168,769 81199D22
Siam Cement (For. Reg.) 24,000 1,044,639 78799010
Siam Chemicals Co. Ltd. (Loc. Reg.) 30,000 107,228 79999J22
Siam City Bank Ltd. (For. Reg.) 4,462,400 3,322,882 81199593
Siam City Cement Co. Ltd. (For. Reg.) 309,800 5,069,006 82570798
Siam Comm. Life Assurance (For. Reg.) 215,100 486,922 82799293
Siam Commerical Bank:
(For. Reg.) 81,392 507,488 78851090
(Loc. Reg.) 1,608 9,834 78851094
Siam General Factoring Co. Ltd.
(For. Reg.) 50,000 152,899 82899C23
Siam Pulp & Paper Co. (For. Reg.) 65,000 180,699 83299693
Siam Syntech Construction Public Co. Ltd. 20,000 107,228 83499H22
Siam Syntech Construction Public Co. Ltd.
(For. Reg.) (b) 10,000 63,542 83499H23
Sino Thai E&C Co. Ltd. (For. Reg.) 10,000 154,885 84799593
Sri Thai Superware Co. Ltd. (For. Reg.) 20,000 154,885 84499893
Strongpack Co. Ltd. (For. Reg.) 165,100 344,232 86399393
Sun Tech Group Co. Ltd. (For. Reg.) 75,000 165,310 86699H23
TPI Polene Public Co. Ltd.
(For. Reg.) 145,800 897,498 94799093
(Loc. Reg) (b) 40,000 238,284 94799092
Telecomasia Corp. Pub. Ltd. (For. Reg.) 20,000 79,428 87928D93
Thai Farmers Bank 572,700 2,956,753 90199010
Thai German Ceramic Industry (For. Reg.) 123,400 798,816 94699893
Thai Grantite Company Ltd. (For. Reg.) 361,200 1,707,020 95599A93
Thai Military Bank (For. Reg.) 666,000 1,877,920 90199989
Thai Modern Plastic Co. (For. Reg.) 236,800 1,222,558 90699D93
Thai Reinsurance Co. Ltd. (For. Reg.) 120,000 347,896 93799D23
Thai Telephone & Tel. Pub. Co. (c) 200,000 1,151,708 94999L22
Thai Wah Food Products (For. Reg.) 216,900 490,997 93699B23
Tipco Asphalt (For. Reg.) 30,000 312,152 95499594
Tong Hua Daily News Co. Ltd. (For. Reg.) 469,000 754,349 92199D23
Union Bank of Bangkok Ltd. 1,000 37,808 90499K22
Union Mosaic Industries (For. Reg.) 29,000 96,743 93199493
Unique Gas & Petrochemicals Co.
(For. Reg.) (b) 150,600 1,794,282 47799523
United Communications Industries
(For. Reg.) 5,000 116,362 91399E23
Wattachak Co. Ltd. (For. Reg.) 28,900 433,844 94299H23
Yong Thai Chemical Ind. (For. Reg.) 40,000 104,845 99599D23
88,716,177
TURKEY - 0.0%
Adana Cimento (b) 106,425 33,591 00699B92
Cukurova Electrik AS (b) 85,000 22,195 22999192
Goodyear 191,500 48,356 68999992
Goodyear:
(new) 95,750 24,178 68999994
(rights) 191,500 30,908 68999995
Guney Biraciliu (b) 172,000 115,981 40299792
Maret 153,000 41,267 56899692
Netas SA Class B Ord. (Bearer) (b) 260,000 106,311 64199527
Teletas (b) 120,000 27,890 87999C92
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TURKEY - CONTINUED
Turk Demir Dokum (b) 77,333 $ 23,300 90099A92
Turkiye Garanti Bankasi:
ADR (b)(c) 75,000 93,750 90014810
(new) 17,250 2,079 90014896
569,806
UNITED KINGDOM - 0.0%
Cathay International Holdings PLC (b) 1,396,385 874,094 14999D22
UNITED STATES OF AMERICA - 0.1%
Duty Free International, Inc. 102,400 1,408,000 26708410
VENEZUELA - 0.3%
CA Venepal GDR Class A ADR (b)(c) 2,864 9,308 12477610
Corimon SA CA sponsored ADR 16,700 212,925 21872820
Electricidad de Caracas LA (b) 1,132,355 2,713,605 42799922
Mavesa SA sponsored ADR (c) 266,000 1,429,750 57771720
Venezolana de Prerreducidos Caroni
Venpreca CA GDR (c) 1,500 9,750 92264410
4,375,338
TOTAL COMMON STOCKS
(Cost $1,207,358,206) $ 1,244,200,257
PREFERRED STOCKS - 0.6%
CONVERTIBLE PREFERRED STOCKS - 0.1%
PHILIPPINES - 0.1%
Philippine Long Distance Telephone 1.4375
GDR representing 1 share preferred
Series 2 (c) 28,800 1,080,000 71825250
NONCONVERTIBLE PREFERRED STOCKS - 0.5%
KOREA (SOUTH) - 0.5%
Boram Bank 36,800 455,615 09999323
Boram Bank (New) 8,747 87,719 09999326
Boram Securities Co. Ltd. (b) 34,100 565,730 18599623
Daelim Industrial Co. 59,460 883,397 23699F23
Daewoo Heavy Industries Ltd. 22,346 279,429 23999494
Dongbu Construction Co. (b) 49,000 630,927 25799M23
Dongbu Steel Co. Ltd. (b) 57,230 1,530,478 25799L23
Hyundai Motor Service Co. (b) 39,000 2,303,206 42199424
Kolon International Corp. 20,000 361,520 73099423
Korea First Securities Co. (b) 20,400 381,379 50099K23
Sunkyong Securities Co. 10,000 179,522 96199D23
TOTAL NONCONVERTIBLE PREFERREED STOCKS 7,658,922
TOTAL PREFERRED STOCKS
(Cost $9,789,108) 8,738,922
CORPORATE BONDS - 6.1%
MOODY'S PRINCIPAL
RATINGS (E) AMOUNT (A)
CONVERTIBLE BONDS - 5.7%
BRITISH VIRGIN ISLANDS - 0.0%
Pacific Concord Financial Ltd.
euro 4 3/4%, 12/10/98 - $ 1,000,000 832,500 69412R9A

PRINCIPAL VALUE (NOTE 1)
AMOUNT (A)
GRAND CAYMAN - 1.0%
Filinvest (Cayman Island) Ltd.:
euro 3 3/4%, 2/28/04 (c) - $ 2,500,000 $ 2,200,000 3170159A
3 3/4%, 2/28/04 (c) - 4,000,000 3,520,000 317015AA
Henderson Capital euro 4%,
10/27/96 (c) - 2,050,000 1,937,250 4247309A
JG Summit Cayman Ltd. 3 1/2%,
12/23/03 (c) - 4,570,000 4,021,600 466149AA
Peregrine Investment Finance
Cayman Ltd.:
euro 4 1/2%, 12/1/00 - 500,000 397,500 6933939A
4 1/2%, 12/1/00 (c) - 3,290,000 2,615,550 693393AA
14,691,900
HONG KONG - 0.7%
Applied International Holdings
euro 5 1/4%, 11/30/00 (c) - 100,000 70,000 0379239A
Goldlion Capital Ltd. 4 7/8%,
2/1/99 (d) - 2,750,000 2,131,250 381417AA
HKR International Ltd. euro
4 1/4%, 10/25/00 (REIT) (c) - 100,000 109,500 439991AA
HSH Overseas Finance Ltd.
euro 5%, 1/6/01 - 1,000,000 970,000 424997AA
Hon Kwok Land Treasury Ltd.
euro 4 7/8%, 12/15/00 - 3,000,000 2,550,000 43899JAA
Lai Fung O/S Fin. Ltd. euro
5 1/4%, 1/5/98 (d) - 4,790,000 3,927,800 50699CAA
Regal International Ltd. euro
5 1/4%, 12/5/08 - 500,000 478,750 759991AB
10,237,300
INDIA - 0.4%
Essar Gujarat Ltd. euro 5 1/2%,
8/5/98 - 40,000 52,000 296994AA
Gujarat Ambuja Cement Ltd.
3 1/2%, 6/30/99 (c) - 190,000 237,500 402042AA
Industrial Credit & Investment
Corp. 2 1/2%, 4/3/00 (c) - 1,180,000 967,600 456052AA
Jindal Strip euro 4 1/4%,
3/31/99 (c) - 460,000 455,400 642994AA
Nippon Denro Ispat:
euro 3%, 4/1/01 (c) - 550,000 437,250 6545549A
3%, 4/1/01 (c) - 2,535,000 2,015,325 654554AA
Scici Ltd. euro 3 1/2%,
4/1/04 (c) - 870,000 965,700 79599KAA
Sterlite Industry India Ltd.
3 1/2%, 6/30/99 (c) - 500,000 477,500 859737AA
5,608,275
MALAYSIA - 0.0%
OSK Holdings BHD 5%, 1/19/99
(unsecured) - MYR 103,750 33,708 678999AB
PHILIPPINES - 0.0%
Benpress Holdings Corp.:
euro 4 1/5%, 12/31/49 - 150,000 514,050 0823009A
4 1/5%, 12/31/49 (c) - 78,000 249,873 082300AA
763,923
CORPORATE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (A)
THAILAND - 3.6%
Asia Credit Public Co. Ltd.:
euro 3 3/4%, 11/17/03 - $ 1,000,000 $ 965,000 047994AA
3 3/4%, 11/17/03 (c) - 1,300,000 1,251,250 044909AA
Bangkok Bank:
euro 3 1/4%, 3/3/04 (c) - 1,650,000 1,361,250 0598959A
3 1/4%, 3/3/04 (c) - 8,000,000 6,600,000 059895AA
CMIC Finance & Securities Co.
Ltd. euro 3 1/2%, 11/8/03 - 1,500,000 1,470,000 125993AA
Dhana Siam Finance & Securities
Co. Ltd. euro 4%, 10/6/03 - 300,000 483,000 242995AA
Hemaraj Land & Development
Co. euro 3 1/2%, 9/9/03 - 8,950,000 7,383,750 42399BAA
Juldis Development Co.
euro 4 1/4%, 12/22/03 - 3,070,000 2,486,700 48199AAA
Kiatnakin Finance & Securities
euro 4%, 11/30/03 - 1,000,000 780,000 496997AA
Land & House euro
5%, 4/29/03 - 2,500,000 4,362,500 514993AA
NTS Steel Group Co., Ltd.
euro 4%, 12/16/08 - 6,850,000 5,480,000 649998AA
Phatra Thanakit Co. Ltd.:
euro 3 1/2%, 12/13/03 - 4,420,000 4,541,550 717995AA
3 1/2%, 12/13/03 (c) - 3,000,000 3,082,500 717227AA
Siam Commercial Bank
3 1/4%, 1/24/04 (c) - 1,000,000 757,500 825715AA
Siam Syntech Construction
Public Co. Ltd. 4 1/2%,
2/25/02 (c) - 500,000 392,500 825719AA
Somprasong euro 3 7/8%,
1/21/04 - 2,500,000 1,775,000 83599CAA
Wall St. Financial & Securities
Co. 3 3/4%, 2/3/04 (c) - 480,000 349,200 93299BAB
Wattachak Co. Ltd. euro
3 1/2%, 12/6/03 - 11,650,000 12,698,500 94299HAA
56,220,200
TOTAL CONVERTIBLE BONDS 88,387,806
NONCONVERTIBLE BONDS - 0.4%
ARGENTINA - 0.0%
Acindar Industria Argentina de
Aceros SA 9 1/4%,
11/12/98 (d) - 1,000,000 957,500 0045149J
BRAZIL - 0.1%
Minas Gerais State:
euro 7 7/8%, 2/10/99 (c) - 2,000,000 1,580,000 602517AB
7 7/8%, 2/10/99 (c) B3 500,000 435,000 602517AA
2,015,000
INDONESIA - 0.2%
Indorayon Yankee 9 1/8%,
10/15/00 BB 500,000 453,750 69364LAB
Semen Sibinong PT euro 9%,
12/15/98 - 2,000,000 1,905,000 69364U9A
2,358,750

PRINCIPAL VALUE (NOTE 1)
AMOUNT (A)
MALAYSIA - 0.0%
OSK Holdings BHD 7%, 1/19/99
(unsecured) - MYR 415,000 $ 134,831 678999AA
United Engineers Malaysia BHD
4%, 3/9/98 - MYR 100,000 33,610 9102139E
168,441
MEXICO - 0.1%
Dine SA euro 8 1/8%,
10/15/98 (d) - 1,000,000 922,500 25441T9A
SINGAPORE - 0.0%
Pacific Can Investment
Holdings 2 1/2%, 4/30/99 - SGD 237,000 137,179 69499CAA
THAILAND - 0.0%
Finance One Public Co.
3 3/4%, 2/7/01 - THB 272 10,802 31799EAA
TOTAL NONCONVERTIBLE BONDS 6,570,172
TOTAL CORPORATE BONDS
(Cost $129,984,298) 94,957,978
GOVERNMENT OBLIGATIONS (F) - 5.2%
ARGENTINA - 4.1%
Argentina Republic:
BOCON:
0%, 4/1/01 (d) - ARP 3,750,969 2,267,870 039995AH
0%, 4/1/01 (d) B1 26,043,521 18,220,308 039995AF
0%, 9/1/02 (d) - ARP 3,267,542 1,622,011 039995AJ
Brady:
euro 4%, 3/31/23 B1 9,000,000 4,758,750 039995AD
4%, 3/31/23 (c) - ARP 264,000 139,590 0401149Y
euro 5%, 3/31/05 (d) - 49,250,000 35,890,937 039995AU
0%, 3/31/05 (c) (d) - 129,000 94,008 039995AT
62,993,474
BRAZIL - 0.6%
Brazil Federative Republic IDU
euro 8 3/4%, 1/1/01 (d) B2 14,602,500 10,605,066 1057569E
GUATEMALA - 0.1%
Republic of Guatemala euro11%,
8/31/98 - 1,000,000 1,002,500
MEXICO - 0.2%
Mexican Government Brady
6 1/4%, 12/31/19 Ba3 4,000,000 2,565,000 597998MM
NIGERIA - 0.1%
Nigeria Brady 5 1/2%,
11/15/20 (d) - 2,250,000 945,000 997999AC
TRINIDAD & TOBAGO - 0.1%
Republic of Trinidad & Tobago
9 3/4%, 11/3/00 Ba2 2,000,000 1,820,000
TOTAL GOVERNMENT OBLIGATIONS
(Cost $67,939,814) 79,931,040
OTHER SECURITIES - 0.1%

PURCHASED BANK DEBT - 0.1%
PERU - 0.1%
Republic of Peru loan participation
refinanced under 1983 credit
agreement (b) (Cost $1,803,125) $ 2,500,000 $ 962,500 7156389B
REPURCHASE AGREEMENTS - 7.8%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 3.56% dated
4/30/94 due 5/2/94 $121,286,971 $121,251,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,538,125,551) $1,550,041,697
CURRENCY ABBREVIATIONS
ARP - Argentinean peso
MYR - Malaysian ringgit
SGD - Singapore dollar
THB - Thai baht
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $70,777,294 or 4.7% of net
assets.
(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(e) Standard & Poor's Corporation credit ratings are used in the
absence of a rating by Moody's Investors Service, Inc.
(f) Most foreign obligations have not been individually rated by S&P or
Moody's. The ratings listed are assigned to securities by FMR, the fund's
investment adviser, based principally on S&P and Moody's ratings of the
sovereign credit of the issuing government.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows:
MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 0.0% AAA, AA, A 0.0%
Baa 0.0% BBB 0.0%
Ba 0.3% BB 2.4%
B 2.3% B 0.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
D 0.0%
For some foreign government obligations, FMR has assigned the ratings of
the sovereign credit of the issuing government. The percentage not rated by
either S&P or Moody's amounted to 6.6% including long-term debt
categorized as other securities. FMR has determined that unrated debt
securities that are lower quality account for 6.3% of the total value of
investment in securities.
Purchases and sales of securities, other than short-term securities,
aggregated $1,572,898,343 and $751,524,456, respectively.
The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of FMR. The commissions paid to these affiliated
firms were $45,807 for the period (see Note 4 of Notes to Financial
Statements).
The fund participated in the bank borrowing program. The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $3,464,000. The weighted average interest rate was
3 7/8%. Interest expense includes $373 paid under the bank borrowing
program (see Note 5 of Notes to Financial Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $1,538,320,581. Net unrealized appreciation aggregated
$11,721,116, of which $154,382,622 related to appreciated investment
securities and $142,661,506 related to depreciated investment securities.
At September 30, 1993, the fund had a capital loss carryforward of
approximately $2,182,000 which will expire on September 30, 2001.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Aerospace & Defense 0.1%
Basic Industries 10.5
Conglomerates 2.3
Construction & Real Estate 15.8
Durables 3.1
Energy 2.8
Finance 23.1
Government Obligations 4.7
Industrial Machinery & Equipment 1.3
Media & Leisure 4.7
Nondurables 4.7
Precious Metals 0.1
Repurchase Agreements 7.8
Retail & Wholesale 3.4
Services 1.2
Technology 0.4
Transportation 3.4
Utilities 10.6
100.0%
EMERGING MARKETS
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $121,251,000) (cost $1,538,125,551) $ 1,550,041,697
(Notes 1 and 2) - See accompanying schedule

Cash 1,829,591

Receivable for investments sold 25,551,899

Receivable for fund shares sold 9,477,462

Dividends receivable 2,992,254

Interest receivable 2,359,393

Redemption fees receivable (Note 1) 1,725

TOTAL ASSETS 1,592,254,021

LIABILITIES

Payable for investments purchased $ 84,417,620

Payable for fund shares redeemed 6,901,393

Accrued management fee 951,482

Other payables and accrued expenses 2,060,727

TOTAL LIABILITIES 94,331,222

NET ASSETS $ 1,497,922,799

Net Assets consist of (Note 1):

Paid in capital $ 1,481,564,396

Distributions in excess of net investment income (71,187)

Accumulated undistributed net realized gain (loss) on investments 4,513,444

Net unrealized appreciation (depreciation) on investment securities 11,916,146

NET ASSETS, for 90,077,948 shares outstanding $ 1,497,922,799

NET ASSET VALUE, offering price and redemption price per share ($1,497,922,799 (divided by) 90,077,948 shares)(Note $16.63
4)

Maximum offering price per share (100/97 of $16.63) $17.14

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 9,488,068
Dividends

Interest 6,035,736

15,523,804

Less foreign taxes withheld (709,349
)

TOTAL INCOME 14,814,455

EXPENSES

Management fee (Note 4) $ 6,179,588

Transfer agent: 3,933,710
Fees (Note 4)

Redemption fees (Note 1) (289,610
)

Accounting fees and expenses 313,499
(Note 4)

Non-interested trustees' compensation 4,246

Custodian fees and expenses 1,858,101

Registration fees 205,494

Audit 31,634

Legal 6,447

Interest (Note 5) 373

Miscellaneous 4,330

Total expenses before reductions 12,247,812

Expense reductions (Note 6) (92 12,247,720
)

NET INVESTMENT INCOME 2,566,735

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1) 4,903,714
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) on investment securities (97,376,419
)

NET GAIN (LOSS) (92,472,705
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (89,905,970
)

OTHER INFORMATION

Accounting fees paid to FSC $311,857
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1994 1993
(UNAUDITED)

<TABLE>
<CAPTION>
<S> <C> <C>
Operations $ 2,566,735 $ 630,663
Net investment income

Net realized gain (loss) on investments 4,903,714 (387,679
)

Change in net unrealized appreciation (depreciation) on investments (97,376,419) 109,236,178

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (89,905,970) 109,479,162

Distributions to shareholders: (2,507,341) (101,676
From net investment income )

In excess of net investment income (629,323) -

From net realized gain - (191,171
)

TOTAL DISTRIBUTIONS (3,136,664) (292,847
)

Share transactions 2,168,877,893 671,166,140
Net proceeds from sales of shares

Reinvestment of distributions 3,075,480 282,611

Cost of shares redeemed (1,347,495,108) (36,857,488
)

Redemption fees (Note 1) 8,770,024 227,559

Net increase (decrease) in net assets resulting from share transactions 833,228,289 634,818,822

TOTAL INCREASE (DECREASE) IN NET ASSETS 740,185,655 744,005,137

NET ASSETS

Beginning of period 757,737,144 13,732,007

End of period (including under (over) distribution of net investment income of $(71,187)
and $628,805, respectively) $ 1,497,922,799 $ 757,737,144

OTHER INFORMATION
Shares

Sold 117,914,488 48,273,320

Issued in reinvestment of distributions 178,390 26,476

Redeemed (74,838,104) (2,719,187
)

Net increase (decrease) 43,254,774 45,580,609

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C>
SIX MONTHS ENDED NOVEMBER 1, 1990
APRIL 30, 1994 1993 1992 (COMMENCEMENT
(UNAUDITED) OF OPERATIONS) TO
OCTOBER 31, 1991

SELECTED PER-SHARE DATA

Net asset value, beginning of period
$ 16.18 $ 11.05 $ 10.40 $ 10.00

Income from Investment Operations

Net investment income
.04 .06** .08 .12

Net realized and unrealized gain (loss) on investments
.32# 5.28 .76 .30

Total from investment operations
.36 5.34 .84 .42

Less Distributions

From net investment income
(.04) (.08) (.08) (.04)

In excess of net investment income
(.01) - - -

From net realized gain
- - (.15) (.14) -

Total distributions
(.05) (.23) (.22) (.04)

Redemption fees added to paid in capital
.14 .02 .03 .02

Net asset value, end of period
$ 16.63 $ 16.18 $ 11.05 $ 10.40

TOTAL RETURN(dagger)(diamond)
3.08% 49.58% 8.56% 4.41%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)
$ 1,497,923 $ 757,737 $ 13,732 $ 6,450

Ratio of expenses to average net assets
1.55%* 1.91% 2.60%(diamond) 2.60%(diamond)

Ratio of net investment income to average net assets
.33%* .44% .90% 1.34%

Portfolio turnover rate
215%* 57% 159% 45%

* ANNUALIZED
(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN
ONE YEAR ARE NOT ANNUALIZED.
(diamond) EXPENSES LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD THE LIMITATION NOT BEEN IN EFFECT.
** NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING
DURING THE PERIOD.
# THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE AGGREGATE NET GAIN (LOSS)
ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET VALUES OF THE INVESTMENTS OF THE FUND.

</TABLE>

LATIN AMERICA
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 84.7%
SHARES VALUE (NOTE 1)
ARGENTINA - 15.2%
Astra Comp Argentina de Petroleum (Reg.) 2,549,200 $ 5,747,197 04699B94
Bagley Y Cia Ltd. SA (b) 481,119 1,856,022 05699C22
Banco de Galicia Y Buenos Aires SA
sponsored ADR representing Class B
shares (New) 220,475 6,696,961 05953820
Banco del Sud SA 164,400 2,734,510 05957M92
Banco Frances del Rio PL (Reg.) 647,756 5,757,113 21199692
Buenos Aires Embotelladora sponsored
ADR 119,200 4,097,500 11942420
Central Costanera SA ADR (c) (b) 137,000 4,110,000 15324M10
Central Puerto SA ADR (c) 13,100 491,250 15503810
Citicorp Equity Investment Class B 36,800 224,930 17399P22
Commercial del Plata (b) 697,790 3,845,535 20199392
Interamericania de Auto Ord. 713,423 9,793,479 26899722
Molinos Rio de La Plata (Reg.) 789,692 9,732,678 60899C22
Perez Companc Class B (b) 2,303,925 11,542,710 71399723
Telecom Argentina Stet France Class B 2,033,400 11,165,359 90899992
Telefonica Argentina Class B 1,271,200 8,050,090 87999D92
YPF Sociedad Anonima sponsored ADR
representing Class D shares 523,300 12,951,675 98424510
98,797,009
BRAZIL - 17.0%
Acesita (Acos Espec Itabira) Ord. 36,240,900 1,664,392 00499L22
Aracruz Celulose SA ADR (b) 263,700 3,592,913 03849610
BR Distribuidora PN (Pfd. Reg.) 19,503,000 584,115 11299622
Bradesco PN 308,055,466 3,856,311 10599992
Brahma (Cia Cervejaria) PN:
(New) 887,454 210,603 15799496
(Pfd. Reg.) Class B 24,194,800 5,741,668 15799492
(warrants) (b) 1,510,428 68,437 15799494
Brasmotor PN 23,087,000 6,560,317 10599892
Casa Anglo PN Ord. (b) 730,000 151,373 13599392
Celedsc PN B Ord. (b) 5,371,000 3,217,402 15199E22
Comp Paulista de Forca Luz Ord. 59,873,597 2,437,063 20499922
Compania Siderurgica Nacional (b) 522,040,000 13,911,976 24499523
Copene Petro Do Nordeste SA (b) 2,070,000 723,361 21799722
Coteminas PN 17,757,710 4,814,115 22199692
Duratex Corp. PN 19,017,000 874,831 26699493
Electrobras PN B (b) 22,017,200 4,785,218 69699993
IOCHP Maxion Ord. 1,000,000 453,110 46199F22
Itaubanco PN (Pfd. Reg.) 9,180,000 1,833,062 46599A92
Klabin Papel E Celulose 284,000 567,083 45599A22
Light (Servicos de Electric) SA Ord. (b) 27,019,900 8,134,190 53299892
Marco Polo PN Ord. B 4,052,000 933,581 56699692
Minas Gerais State (warrants) (b) 2,000 80,000 60251711
Moinho Santista Gerais Ord. 175,000 615,543 60899F22
Petrobras PN (Pfd. Reg.) (b) 102,484,000 9,838,336 71699794
Souza Cruz Industria Comerico (b) 28,000 180,631 84599D92
Telebras ON 197,250,000 5,695,875 95499795
Telebras PN (Pfd. Reg.) 290,085,000 10,459,633 95499792
Telepar 7,029,944 1,511,719 87999F22
Telerj SA PN 1,747,000 120,753 87999N22
Telesp ON (Telecom de Sao Paulo) 290,000 74,611 87999B98
Telesp PN (Telecom de Sao Paulo)
(Pfd. Reg.) 33,085,000 10,290,624 87999B93
Unibanco-Uniao Brasileiros PN 17,780,000 1,256,247 90599A94
Unibanco-Uniao Brasileiros PN
(rights) (b) 1,979,936 22,809 90599A96
Usiminas PN (Pfd. Reg.) 4,787,788,000 4,706,526 97199693
Vidraria Santa Marina Cia 179,600 634,482 92699992
110,602,910

SHARES VALUE (NOTE 1)
CHILE - 4.9%
Chile Fund, Inc. 48,056 $ 2,174,534 16883410
Comp Cervecerias Unidas SA ADR 494,600 10,695,725 20442910
Compania de Telefonos de Chile SA
sponsored ADR (b) 25,300 2,277,000 20444920
Cristalerias de Chile SA sponsored ADR 105,200 2,340,700 22671410
Enersis SA sponsored ADR (b) 292,900 6,004,450 29274F10
Madeco SA ADR (b) 123,000 3,567,000 55630410
Maderas Y Sinteticos Sociedad Anonima
Masisa sponsored ADR (b) 81,600 1,917,600 55646510
Soc. Quimica Y Minera de Chile
ADR (b) 82,100 2,586,150 83363510
31,563,159
COLOMBIA - 0.3%
Banco Ganadero SA ADR (c) 73,800 1,697,400 05959410
LUXEMBOURG - 0.2%
Quilmes Industries SA 64,950 1,321,732 74899692
MEXICO - 42.5%
Banacci SA de CV:
Class B (b) 513,000 3,142,417 06399896
Class C 2,173,800 14,747,211 06399893
Bufete Industrial SA sponsored ADR
representing 3 ordinary certificates
Banco (b) 87,800 2,535,225 11942H10
Cementos Apasco SA de CV
Class A (b) 852,300 7,309,154 15299392
Cemex SA, Series B 905,900 19,644,016 15299293
Cifra SA Class C (b) 4,028,100 10,437,290 17178594
Coca-Cola Femsa SA de CV sponsored
ADR (b) 95,400 3,028,950 19124110
Controladora Commercial Mexicana
SA B-1 (b) 900 1,560 21299692
Desc (Soc. de Fomento Indus.) Class B 1,434,300 8,961,635 25299692
Empaques Ponderosa SA B Ord. 192,000 458,682 29157892
Empresas Ica Sociedad Controladora SA
de CV sponsored ADR representing
Ord. Part. Cert. 314,100 7,459,875 29244810
Empresas La Moderna SA sponsored
ADR 56,100 1,437,563 29244910
Emvasa del Valle de Enah Ord. (b) 2,206,100 8,851,425 29299E22
Farmacia Benevides SA de CV
Ord. (b) 1,624,200 7,859,829 31299422
Fomento Economico Mexicano SA
(FEMSA) B 1,223,000 5,693,603 34441892
Fondo Opcion SA de CV Class 2,
Series B (b) 142,000 378,376 34499892
Gruma SA Class B 93,300 595,531 21030610
Grupo Carso SA de CV Class A-1 (b) 3,112,300 31,027,670 40099594
Grupo Dina (Consorcio G) ADR (b) 188,900 2,432,088 21030610
Grupo Embotellador de Mexico CPO 271,600 3,776,612 30599422
Grupo Financiero Bancomer SA de CV
sponsored ADR, Series C (c) 439,800 10,830,075 40048610
Grupo Financiero GBM Atantico SA de
CV sponsored ADR (c) 35,100 623,025 40048F10
Grupo Financiero Inbursa Class C 370,000 1,529,861
Grupo Financiero Serfin sponsored
ADR (b) 535,400 11,778,800 40049A10
Grupo Industrial Alfa SA Class A 156,000 1,313,935 44499692
Grupo Industrial Bimbo SA de CV Ord.,
Series A (b) 311,765 2,606,795 60899995
Grupo Industrial Maseca SA de CV
Class B (b) 2,416,200 4,010,964 57899894
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEXICO - CONTINUED
Grupo Mexicano de Desarrollo Class L
ADR (b) 170,500 $ 2,791,938 40048G20
Grupo Posadas SA de CV Ord. (b) 1,520,000 1,368,699 40048993
Grupo Radio Centro SA de CV
sponsored ADR (b) 110,200 2,507,050 40049C10
Grupo Sidek SA de CV Class B Ord. 3,825,900 16,756,639 40099F22
Grupo Simec SA de CV ADR (b) 86,900 1,748,863 40049110
Grupo Situr SA de CV Class B (b) 2,935,445 7,767,921 40049292
Grupo Televisa SA de CV (b) 63,500 1,672,588 40049J97
Grupo Televisa GDS (c) 45,300 2,400,900 40049J20
Grupo Tribasa SA de CV sponsored
ADR (b) 80,572 1,974,014 40049F10
Herdez SA de CV Class A (b) 1,567,900 1,637,530 42799F22
Kimberly Clark de Mexico Class A 517,600 9,733,734 49499392
Sanluis Corp. Ord., Series A-2 (b) 460,200 3,551,925 21987020
Sears Roebuck de Mexico SA (b) 627,300 8,319,171 81240K92
Servicios Financieros Quadrum SA
sponsored ADR (b) 21,700 390,600 81763810
Telefonos de Mexico SA sponsored ADR
representing shares Ord. Class L 380,100 22,378,388 87940378
Tolmex B2 SA (b) 1,053,700 12,683,123 94399492
Transport Maritima Mexicana:
A (b) 104,500 800,153 94899592
Class L 36,000 330,781 94899593
Transportacion Maritima Mexicana SA
de CV ADR representing L share (b) 87,100 707,688 89386820
Vitro SA (b) 624,800 4,152,577 92850292
Vitro SA sponsored ADR (b) 500 10,000 92850230
276,156,449
PANAMA - 2.3%
Banco Latinoamericano de Exportaciones
SA Class E (b) 159,900 6,076,200 06199A92
Panamerican Beverages, Inc. Class A 264,100 9,078,438 69829W10
15,154,638
PERU - 1.5%
Banco de Credito del Peru T shares 766,800 2,064,532 06899B22
Banco Wiese Ltd. 13,000 116,412 05999T22
Compania Peruana Telefonos T shares 491,600 3,037,916 24499622
La Fabril SA T shares 759,900 1,745,695 50399B23
Minsur SA T shares 110,149 875,524 60499F22
Southern Peru Copper Corp. T shares 456,204 1,402,252 84399F22
Tele 2000 SA 215,000 710,246 87999M22
9,952,577
UNITED STATES OF AMERICA - 0.3%
Duty Free International, Inc. 153,900 2,116,125 26708410
VENEZUELA - 0.5%
Electricidad de Caracas LA (b) 737,665 1,762,976 42799922
Mavesa SA sponsored ADR (c) 334,266 1,796,680 57771720
3,559,656
TOTAL COMMON STOCKS
(Cost $573,051,580) 550,921,655
CORPORATE BONDS - 0.7%
MOODY'S RATINGS PRINCIPAL
AMOUNT (A)
CONVERTIBLE BONDS - 0.1%
PHILIPPINES - 0.1%
International Container
Terminal Services, Inc.
unsecured 6%, 2/19/00 (c) - $ 400,000 $ 560,000 459360AA
NONCONVERTIBLE BONDS - 0.6%
ARGENTINA - 0.0%
Petrolera Argentina San Jorge
SA euro 11%, 2/9/98 - 250,000 259,687 71654P9A
BRAZIL - 0.4%
Telebras 17 1/2%, 7/1/05 - BRC 132,857,816 2,730,308 954997AE
MEXICO - 0.2%
Bancomer SA 9%, 6/1/00 (c) - 500,000 478,750 059682AA
Citibank Mexico euro
13.6087%, 6/25/94 (d) - 100,000 100,000 17699AAF
First Mexican Acceptance Corp.
euro 10 3/4%, 9/15/96 - 500,000 503,390 321998AA
1,082,140
TOTAL NONCONVERTIBLE BONDS 4,072,135
TOTAL CORPORATE BONDS
(Cost $4,399,501) 4,632,135
GOVERNMENT OBLIGATIONS (G) - 4.4%
ARGENTINA - 3.2%
Argentina Republic:
BOCON:
3.24%, 4/1/01 (d) - ARP 5,851,511 3,537,877
3.24%, 9/1/02 (d) - ARP 3,910,160 1,941,007 039995AJ
3.24%, 4/1/07 (d) - ARP 25,362,804 10,764,783 039995AW
Brady 4%, 3/31/23 (c) - 250,000 132,187 0401149Y
5%, 3/31/05 (c)(d) - 250,000 182,187 039995AT
Province of Chaco 11 7/8%,
9/10/97 (e) - 2,600,000 2,580,500 74399JAA
Province of Cordoba 10%,
1/28/95 - 2,000,000 1,962,500 74399HAC
21,101,041
BRAZIL - 1.1%
Brazil, Federative Republic euro
5 1/4%, 4/15/12 (d) - 2,040,000 1,425,000 74399JAA
Siderurgica Brasileiras SA
inflation indexed 6%,
8/15/99 (f) - BRC 43,398,700 5,620,171 82599PAA
7,045,171
MEXICO - 0.1%
Mexican Government Brady
6.63%, 12/31/19 Ba2 FRF 4,500,000 489,131 597998VQ
TOTAL GOVERNMENT OBLIGATIONS
(Cost $39,975,524) 28,635,343
OTHER SECURITIES - 1.5%
MOODY'S PRINCIPAL
RATINGS (E) AMOUNT (A)
INDEXED SECURITIES - 0.1%
UNITED STATES OF AMERICA - 0.1%
Morgan Guaranty Trust Co.
cert. of dep. 0%, 8/22/94
(indexed to $481 par of
Westport Investments Ltd. sr.
notes, collateralized by
Mexican govt. securities
per $100 par) $ 500,000 $ 497,250 61799FAF
PURCHASED BANK DEBT - 1.4%
COLOMBIA - 0.1%
Republic of Colombia
amortizing loan participation
6 3/8%, 1/31/98 (d) 356,268 321,532 1953259E
ECUADOR - 0.4%
Republic of Ecuador loan
participation (b):
thru Kidder Peabody
Emerging Markets, Inc. 0% 3,500,000 1,505,000 88399HAA
0% 2,500,000 1,000,000 88399HAB
2,505,000
PANAMA - 0.2%
Republic of Panama loan
participation under
refinancing
agreement 0% (b) 3,750,000 1,612,500 6982999B
PERU - 0.7%
Empressa de Electricidad del Peru
SA loan participation 0% (b) 9,750,000 3,168,750
Republic of Peru loan
participation (b):
refinanced under 1983
credit agreement 0% 1,250,000 481,250 7156389B
0% 3,250,000 1,194,375 7156389A
4,844,375
TOTAL PURCHASED BANK DEBT 9,283,407
TOTAL OTHER SECURITIES
(Cost $16,990,496) 9,780,657
CERTIFICATES OF DEPOSIT - 0.0%
GRAND CAYMAN - 0.0%
Ridgefield Investments Ltd. 0%,
2/2/95 (c) (Cost $2,530,000) 3,660,000 299,754 76599AAB
REPURCHASE AGREEMENTS - 8.7%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 3.56% dated
4/29/94 due 5/2/94 $ 56,205,669 $ 56,189,000
TOTAL INVESTMENTS IN SECURITIES - 100%
(Cost $693,136,101) $ 650,458,544
CURRENCY ABBREVIATIONS
ARP - Argentinean peso
BRC - Brazilian cruzeiro
FRF - French franc
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $23,602,208 or 3.7% of net
assets.
(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(e) Restricted securities - investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
Province of Chaco 1 7/8%,
9/10/97 3/9/94 $ 2,678,975
(f) Principal amount shown is original face amount and does not reflect the
inflation adjustments.
(g) Most foreign government obligations have not been individually rated by
S&P or Moody's. The ratings listed are assigned to securities by FMR,
the fund's investment adviser, based principally on S&P and Moody's
ratings of the sovereign credit of the issuing government.
OTHER INFORMATION
At the end of the period, restricted securities (excluding 144A issues)
amounted to $2,580,500 or 0.4% of net assets.
Purchases and sales of securities, other than short-term securities,
aggregated $722,942,720 and $410,103,573, respectively.
The following is a summary of the fund's written options activity:
AGGREGATE
NUMBER OF FACE VALUE
CONTRACTS OF CONTRACTS
Call Options on Republic of Venezuela
Debt Conversion Bonds:
Outstanding at November 1, 1993 - -
Contract opened 1 $ 1,000,000
Contract closed (1) (1,000,000)
Outstanding at April 30, 1994 - $ -
The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of FMR. The commissions paid to these affiliated
firms were $51,774 for the period (see Note 4 of Notes to Financial
Statements).
The fund participated in the interfund lending program as a lender. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $17,304,000 and $12,064,625,
respectively. The weighted average interest rate was 3.66%. Interest earned
from the interfund lending program amounted to $9,814 and is included in
interest income on the Statement of Operations (see Note 2 of Notes to
Financial Statements).
The fund participated in the bank borrowing program. The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $6,884,000 and $6,884,000, respectively. The
weighted average interest rate was 4.0%. Interest expense includes $765
paid under the bank borrowing program (see Note 5 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $693,136,512. Net unrealized depreciation aggregated
$42,677,968, of which $43,018,353 related to appreciated investment
securities and $85,696,321 related to depreciated investment securities.

INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Basic Industries 11.8%
Construction & Real Estate 8.4
Durables 3.9
Energy 5.1
Finance 21.1
Government Obligations 4.4
Media & Leisure 2.5
Nondurables 11.8
Repurchase Agreements 8.7
Retail & Wholesale 4.7
Transportation 0.3
Utilities 17.3
100.0%
LATIN AMERICA
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
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APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $56,189,000) (cost $693,136,101) $ 650,458,544
(Notes 1 and 2) - See accompanying schedule

Cash 393,104

Receivable for investments sold 4,813,327

Receivable for fund shares sold 16,947,367

Dividends receivable 525,053

Interest receivable 407,600

Redemption fees receivable (Note 1) 1,594

TOTAL ASSETS 673,546,589

LIABILITIES

Payable for investments purchased $ 22,003,975

Payable for fund shares redeemed 1,464,163

Accrued management fee 408,622

Other payables and accrued expenses 3,354,272

TOTAL LIABILITIES 27,231,032

NET ASSETS $ 646,315,557

Net Assets consist of (Note 1):

Paid in capital $ 664,634,018

Undistributed net investment income 296,522

Accumulated undistributed net realized gain (loss) on investments 24,062,574

Net unrealized appreciation (depreciation) on investment securities (42,677,557
)

NET ASSETS, for 46,976,866 shares outstanding $ 646,315,557

NET ASSET VALUE, offering price and redemption price per share ($646,315,557 (divided by) 46,976,866 shares)(Note 4)$13.76

Maximum offering price per share (100/97.00 of $13.76) (Note 4) $14.19

</TABLE>

STATEMENT OF OPERATIONS

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SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 3,599,967
Dividends

Interest 4,206,122

Foreign exchange gain (loss) (198,052
)

7,608,037

Less foreign taxes withheld (Note 1) (115,246
)

TOTAL INCOME 7,492,791

EXPENSES

Management fee (Note 4) $ 3,030,873

Transfer agent fees 1,942,255
Fees (Note 4)

Redemption fees (Note 1) (182,014
)

Accounting fees and expenses 191,178
(Note 4)

Non-interested trustees' compensation 2,130

Custodian fees and expenses 769,858

Registration fees 154,016

Audit 21,238

Legal 3,049

Interest (Note 5) 765

Miscellaneous 1,912

Total expenses before reductions 5,935,260

Expense reductions (Note 6) (4,438 5,930,822
)

NET INVESTMENT INCOME 1,561,969

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 2)
Net realized gain (loss) on:

Investment securities 24,327,693

Written options 21,000 24,348,693

Change in net unrealized appreciation (depreciation) on investment securities (75,049,515
)

NET GAIN (LOSS) (50,700,822
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (49,138,853
)

OTHER INFORMATION

Accounting fees paid to FSC $189,809
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS APRIL 19, 1993
ENDED APRIL 30, (COMMENCEMEN
1994 T
(UNAUDITED) OF OPERATIONS)
TO
OCTOBER 31,
1993

<TABLE>
<CAPTION>
<S> <C> <C>
Operations $ 1,561,969 $ 750,722
Net investment income

Net realized gain (loss) on investments 24,348,693 1,877,469

Change in net unrealized appreciation (depreciation) on investments (75,049,515 32,371,958
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (49,138,853 35,000,149
)

Distributions to shareholders (1,988,187 -
From net investment income )

From net realized gain (1,988,188 -
)

TOTAL DISTRIBUTIONS (3,976,375 -
)

Share transactions 1,136,566,639 360,615,904
Net proceeds from sales of shares

Reinvestment of distributions 3,877,585 -

Cost of shares redeemed (789,523,302 (53,208,347
) )

Redemption fees (Note 1) 5,576,231 525,926

Net increase (decrease) in net assets resulting from share transactions 356,497,153 307,933,483

TOTAL INCREASE (DECREASE) IN NET ASSETS 303,381,925 342,933,632

NET ASSETS

Beginning of period 342,933,632 -

End of period (including undistributed net investment income of $296,522 and $750,722,
respectively) $ 646,315,557 $ 342,933,632

OTHER INFORMATION
Shares

Sold 71,528,070 30,145,557

Issued in reinvestment of distributions 261,275 -

Redeemed (50,643,222 (4,314,814
) )

Net increase (decrease) 21,146,123 25,830,743

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C>
SELECTED PER-SHARE DATA SIX MONTHS ENDED APRIL 19, 1993
APRIL 30, 1994 (COMMENCEMENT
(UNAUDITED) OF OPERATIONS) TO
OCTOBER 31, 1993

Net asset value, beginning of period $ 13.28 $ 10.00

Income from Investment Operations

Net investment income .03 .03

Net realized and unrealized gain (loss) on investments .44# 3.23

Total from investment operations .47 3.26

Less Distributions

From net investment income (.05) -

From net realized gain (.05) -

Total distributions (.10) -

Redemption fees added to paid in capital .11 .02

Net asset value, end of period $ 13.76 $ 13.28

TOTAL RETURN(dagger) 4.31% 32.80%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 646,316 $ 342,934

Ratio of expenses to average net assets 1.54%* 1.94%*

Ratio of net investment income to average net assets .41%* 1.21%*

Portfolio turnover rate 126%* 72%*

* ANNUALIZED
(dagger) TOTAL RETURNS DO NOT INCLUDE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
# THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE AGGREGATE NET GAIN (LOSS) ON INVESTMENTS FOR
THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET VALUES OF THE INVESTMENTS OF THE FUND.

</TABLE>

SOUTHEAST ASIA
INVESTMENTS APRIL 30, 1994 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 88.0%
SHARES VALUE (NOTE 1)
CHINA (PEOPLES REP.) - 0.1%
Yizheng Chemical Fibre Co. Class H (b) 3,350,000 $ 1,040,817 99599E22
GRAND CAYMAN - 0.1%
Four Seas Mercantile Holdings Ltd. 600,000 198,066 35099622
New Korea Growth Fund 50,000 612,500 64699722
810,566
HONG KONG - 33.1%
Acme Landis Holdings Ltd. 308,000 55,422 00499A92
Amoy Properties Ltd. 2,771,500 3,659,599 03199192
Amoy Properties Ltd. (warrants) (b) 2,100,000 999,068 03199195
Ankor Group Ltd. 728,000 97,100 03599822
Assoc. International Hotels (b) 1,040,000 1,043,406 04599492
Bank of East Asia 1,000,000 4,207,280 06199010
Beiren Printing Machinery Holding,
Series H 300,000 162,141 07799822
Cheung Kong Ltd. 5,420,000 25,610,056 16674410
China Light & Power Co. Ltd. 1,150,000 5,992,144 16940010
Chinese Estates Holdings Ltd. 3,700,000 3,664,221 06399J22
Chinese Estates Holdings Ltd.
(warrants) (b) 4,400,000 2,292,646 06399J23
Citic Pacific Ltd. Ord. 3,200,000 8,906,496 45299792
Culturecom Holdings Ltd. 24,742,000 2,786,586 23099322
Culturecom Holdings Ltd.
(warrants) (b) 8,148,400 259,493 23099324
Dah Sing Financial Holdings 440,000 1,389,828 23899892
Dao Heng Bank Group Ltd. 782,550 2,370,532 23799F22
First Pacific Co. Ltd. 4,877,834 2,194,321 33699192
Furama Hotel Enterprises Ltd. 245,000 412,313 36199E22
Grand Hotel Holdings Ltd. Class A 6,260,000 2,532,461 38599292
Guangzhou Investment Co. Ltd. 3,020,000 860,096 40099G22
Guoco Group Ltd. 540,000 2,499,125 40299692
HKR International Ltd. 3,999,076 3,727,439 43999192
HSBC Holdings PLC 1,040,000 11,511,126 42199192
Hang Lung Development Co. Ltd. (b) 260,000 447,655 41099310
Hang Lung Development Co. Ltd.
(warrants) (b) 1,280,000 397,683 41099392
Hang Seng Bank 286,800 1,912,076 40987820
Harbour Centre Development Ltd. 680,000 1,012,336 41150010
Harbour Ring International Holdings 2,000 404 41199B92
Henderson Investment Ltd. 3,940,000 2,932,800 42599422
Hong Kong & Shanghai Hotels 2,707,000 4,170,168 71899292
Hong Kong China Ltd. 572,000 281,384 44599B22
Hong Kong Electric Holdings Ord. 1,700,000 5,017,669 43858010
Hong Kong Land Holdings Ltd. 6,319,000 17,751,149 43858292
Hong Kong Telecommunications Ltd. 3,700,000 7,088,941 43857991
Hopewell Holdings Ltd. 3,900,000 3,483,636 44099999
Hutchison Whampoa Ltd. Ord. 6,339,000 26,054,507 44841510
Hysan Development Co. Ltd. 1,000,000 2,925,680 44916510
JCG Holdings 3,522,000 2,245,505 46799792
Jardine Matheson & Co. Ltd. Ord. 676,966 4,425,645 47111510
Ka Wah Bank Ltd. 3,622,500 2,204,066 48999G22
Kong Wah Holdings Ltd. (b) 1,170,000 252,942 50599B92
Li & Fung Ltd. 1,663,000 1,054,891 51899592
National Mutual Asia Ltd. (b) 1,000 508 63699592
New World Development Co. Ltd. 512,778 1,573,244 65171310
New World Development Co. Ltd.:
(warrants) (b) 1,781,000 2,236,420 64927420
(warrants) (b) 320,000 480,538 65171392
Orient Telecom. & Tech. Holdings Ltd. 4,598,000 2,336,290 69599F22
Paliburg Development Ltd. 4,000,000 600,671 69699C22
Pricerite Group Ltd. (b) 500,000 84,145 74199D22
Regal Hotels Holding 16,030,000 4,150,327 75999110
Ryoden Development Ltd. 1,580,000 521,574 78399B22
Ryoden Development Ltd.
(warrants) (b) 173,600 28,991 78399B23

SHARES VALUE (NOTE 1)

Shangri-La Asia Ltd. (b) 2,158,000 $ 2,961,251 84599M22
Sime Darby Hong Kong Ltd. 757,000 1,215,167 82899392
Starlite Holdings Ltd. (b) 500,000 108,740 85599892
Sun Hung Kai Properties Ltd. 3,469,000 20,882,170 86676H10
Swire Pacific Class A 2,530,000 18,177,405 87079410
Tak Wing Investment Ltd. Ord. 2,000,000 543,710 92399692
Team Concepts Holdings Ltd. 2,000,000 331,400 87999J22
Union Bank of Hong Kong 1,000,000 938,550 90499C92
Vitasoy International Holdings Ltd. 400,000 160,524 92899G22
Wharf Holdings (b) (c) 220,000 848,707 96299110
Wing Hang Bank Ltd. (b) 1,300,000 3,012,412 97499522
Wing Shan International 10,327,000 2,874,293 97499722
Winton Holdings Ltd. 450,000 133,987 97699122
235,093,060
INDONESIA - 2.6%
Andayani Megah PT 70,000 204,494 03399722
Argha Karya Prima PT (b) 618,950 1,004,537 01099992
Astra International (For. Reg.) 562,000 4,273,892 04699894
Bank Bali PT (For. Reg.) 100,000 238,809 06099C93
Bank Dagang Nas Indonesia PT 1,500,000 2,191,016 06099Q22
Bank International Indonesia Ord. (b) 360,000 1,043,341 06199B92
Ciputra Development PT (For. Reg.) 75,500 217,061 14999H22
Dharmala International Land 1,265,000 2,199,708 25399592
Gadjah Tunniggal Ord. 771,000 1,242,374 36599292
Indah Kiat Pulp & Paper (For. Reg.) 550,000 752,367 45499B23
Indocement Tungaal Prakarsa PT 60,000 528,626 68399093
Kalbe Farma 130,000 699,270 48699992
Multibreeder Adirama Indo PT 55,000 84,163 62599A22
Sampoerna, Hanjaya Mandala 268,500 2,054,339 82299892
Semen Gresik (For. Reg.) (b) 347,000 1,255,068 84399693
Sumalindo Lestari Jaya PT (For. Reg.) 12,000 47,715 86599G22
Tjiwa Kimia Pabrik Kertas 85,000 189,192 95499292
18,225,972
KOREA (SOUTH) - 11.6%
Anam Electronics Co. Ltd. 30,000 571,994 03399492
Asia Motors Co., Inc. 26,450 428,990 04499B22
Boram Bank (New) 24,457 245,266 09999325
Cheil Foods & Chemical Industries (b) 16,968 1,113,413 16399C22
Chosun Brewery Co. Ltd. (b) 165,880 4,189,613 22899822
Daewoo Corp. 75,784 1,360,490 23799B22
Daewoo Corp. (warrants) (b) 1,150 3,133,750 23799B25
Daewoo Electronics Co. Ltd. 128,450 1,828,865 23899C22
Daewoo Electronics Co. Ltd. (New) 8,689 119,410 23899C23
Daewoo Heavy Industries Ltd. (b) 458,504 6,414,627 23999492
Daewoo Metal Co. 100,568 1,867,673 24999B22
Daewoo Securities Co. Ltd. 42,230 1,610,355 25999322
Daewoo Telecommunication 8,400 140,399 27999192
Daeyoung Electronics Industry (New) (b) 1,629 34,488 30999122
Daihan Paint & Ink Manufacturing
Co. Ltd. 12,280 585,341 23399N22
Dong Ah Construction Industries Co. Ltd. 19,484 844,298 25799K22
Dong Ah Construction Industries Co.
Ltd. EDR 40,592 1,156,872 25799K23
Dong Ah Securities Co. 115,670 2,033,569 25799X22
Dong Ah Securities Co. (New) 20,160 339,453 25799X23
Dong Shin Construction Co. 50,000 680,945 25899B22
Dongbu Chemical Co. Ltd. 100,000 1,262,845 25899722
Dongbu Construction Co. 40,100 605,695 25799M22
Dongbu Securities Co. Ltd. 70,000 1,230,655 25899A22
Dongsuh Securities Co. 57,400 1,172,588 25799P22
Hanil Bank 235,000 2,548,718 41099C22
Hanil Development Co. 3,600 71,314 41099822
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
KOREA (SOUTH) - CONTINUED
Il Shin Spinning Co. Ltd. 3,159 $ 233,493 45199F22
Inchon Iron & Steel Co. (b) 139,920 6,288,342 45399J22
KIA Service Co. 13,540 248,102 48699C23
Keang Nam Enterprises 471 8,222 48699D22
Kolon International Corp. 5,000 111,427 73099422
Korea Asia Fund IDR 26 260,000 50099A93
Korea Container Terminal Co. 3,290 201,628 50099L22
Korea Electric Power Corp. 175,000 6,066,606 50099B92
Korea First Securities Co. 898 18,456 50099K22
Korea Fund, Inc. 87,600 1,861,500 50063410
Kyung Nam Woolen Textile Ind. Co. (b) 2,650 64,962 61699A22
Lotte Confectionery Co. 5,600 782,474 54499692
Lucky Securities Co. 12,120 279,103 54999C22
Midopa Company (New) 4,352 78,128 59899E23
Miwon Co. Ltd. 74,500 1,863,191 61299693
Pohang Iron & Steel Co. Ltd. 41,255 3,990,144 73045092
Samsung Co. Ltd. sponsored GDR 30,000 840,000 79605393
Samsung Construction Co. Ltd. 40,767 1,892,735 90499J22
Samsung Electronics Co. Ltd. 23,250 2,756,493 79611092
Samsung Electronics Co. Ltd. GDS (c) 72,000 4,608,000 79605020
Sang Up Securities Co. Ltd. 258,650 6,628,765 80099C22
Seoul Securities Co. (b) 33,520 589,308 83599P22
Shin Dong-Ah Fire & Marine (b) 12,280 519,965 82499L22
Shin Poong Paper Manufacturing Co. 25,500 1,673,269 94699C22
Shin Wha Engineering & Construction
Co. Ltd. 40,000 638,851 95399A22
Woo Sung Construction Co. 128,346 1,604,921 97899622
Yukong Ltd. (b) 52,000 2,639,593 98899K22
82,339,304
MALAYSIA - 18.3%
Advance Synergy BHD 1,200,000 3,024,871 00799B22
Aokam Perdana BHD (b) 330,000 3,204,122 01899792
Bandar Raya Development BHD 2,000 3,062 06000210
Berjaya Industrial BHD (b) 1,912,000 1,785,047 08299522
Berjaya Leisure BHD 563,000 634,946 08410592
Berjaya Leisure BHD (warrants) 1,644,525 6 08410594
Berjaya Singer BHD (b) 400,000 244,976 08499A96
Berjaya Sports Toto BHD (b) 776,000 1,390,993 08499E22
Cement Industry of Malaysia BHD 100,000 313,690 15199792
Cement Manufacturers Sarawak 109,000 537,307 15199C22
Consolidated Plantations BHD 1,197,000 1,636,052 20999510
Diversified Resources BHD (b) 1,210,000 3,547,127 25499F22
Dunlop Estates BHD 185,000 552,693 26599392
EON (Edaran Otomobil NAS) BHD (b) 281,000 1,710,472 29599292
Ekran BHD Ord. (b) 926,000 7,849,804 28299792
Faber Group BHD 1,000 1,374 30299892
Genting BHD 902,000 10,105,313 37245210
Hock Hua Bank BHD (b) 220,000 603,854 43499B22
IGB Corp. BHD (MLAY Reg.) 1,000 919 44960092
Kim Hin Industry BHD 40,000 233,027 49499C92
Land & General BHD 2,559,000 8,696,281 51499693
Leader Universal Holdings BHD 982,000 4,767,345 52199192
Magnum Corp. BHD 2,000,000 4,705,355 55999392
Malaysian Assurance Alliance BHD (b) 2,000,000 3,346,030 56099Q22
Malaysian Banking (b) 351,000 1,979,275 56090499
Malaysian Pacific Industries Ord. 150,000 239,749 56099492
Malaysian Resources Corp. BHD 686,400 1,396,996 56099793
Metacorp Berhad 190,000 915,304 59099E92
Mulpha International Ltd. 1,993,333 3,245,545 62499A22
Multi-Purpose Holding BHD (b) 1,902,000 3,238,897 00099292
Nam Fatt BHD (b) 118,800 354,919 63299492
Pacific Chemicals BHD (b) 929,000 6,487,523 69599H22
Press Metal BHD 100,000 227,799 74199B22
Public Bank (For. Reg.) (b) 759,000 1,522,979 84499696

SHARES VALUE (NOTE 1)

Public Bank BHD (For. Reg.) 200,000 $ 407,050 84499693
Renong BHD 3,197,000 4,345,761 75999H22
Resorts World BHD 1,745,000 9,774,815 76199592
Southern Bank BHD 50,000 126,036 84199992
Sungei Way Holdings (b) 179,000 782,098 86799892
Sungei Way Holdings (warrants) (b) 237,000 708,045 86799894
TH Loy Industry BHD (b) 220,000 928,374 87799A22
Taiping Consolidated BHD (b) 1,200,000 2,240,640 95599B22
Tanjong PLC (MLAY Reg.) 687,500 3,337,627 87599993
Technology Resources (b) 2,640,000 11,348,868 93699692
Tenega Nasional BHD 80,000 445,142 92099992
Time Engineering BHD (b) 400,000 1,262,232 93099592
Tongkah Holdings BHD 2,120,000 3,895,140 94999C92
Tongkah Holdings BHD:
(rights) (b) 746,666 362,484 94999C97
(rights) (b) 448,000 281,066 94999C95
United Engineers BHD 1,545,000 6,750,507 93099692
YTL Corporation (b) 510,000 2,342,593 98799092
YTL Corporation (warrants) (b) 100,000 246,471 98799094
Yangtzekiang BHD 226,800 1,693,928 98499G22
129,782,529
PHILIPPINES - 4.5%
Bacnotan Consolidated Industry, Inc. 206,660 1,876,338 08099423
First Philippines Holdings Corp. 961,620 3,527,280 33699492
House of Investments, Inc. (b) 1,031,000 3,781,770 44199C92
Meralco B (b) 280,790 5,404,711 58799A92
Metropolitan Bank & Trust Co. 80,000 2,208,098 59199D22
Philippine Long Distance Telephone Co. 196,800 12,792,000 71825210
Philippine National Bank (b) 55,000 998,729 71899392
Universal Robina Corp. 1,651,500 1,169,576 91399F22
31,758,502
SINGAPORE - 5.0%
Bonvests Holdings Ltd. (b) 3,618,000 2,699,137 09899022
City Development 340,000 1,716,510 17799010
City Development (warrants) (b) 5,400 16,670 17799025
DBS Land Ltd. 1,000,000 3,074,150 24399292
Datapulse Technology Ltd. 32,000 16,567 23799J22
HTP Holdings Ltd. 3,300,000 3,798,960 44299S22
IPCO International 770,000 3,888,500 46299D22
Intraco Ltd. 55,000 87,594 46099992
Jurong Engineering Ltd. 257,000 1,834,651 49499692
Liang Court Holdings Ltd. 3,567,000 3,463,998 52599A92
Natsteel Ltd. 400,000 1,363,432 63660099
Overseas Union Bank Ltd. (For. Reg.) 456,000 2,316,804 68990192
Parkway Holding (b) 700,000 1,431,605 70199192
Sal Industrial Leasing Ltd. 170,000 169,595 81499792
Singapore Aerospace (For. Reg.) (b) 234,000 451,475 83999793
Singapore Press Holdings Ltd. (For. Reg.) 180,000 2,951,959 82999910
Ssangyong Cement Ltd. 400,000 1,311,980 75299093
Straits Steamship Land Ord. 150,000 384,587 86299292
United Engineers Ltd. 1,250,000 2,556,437 96499192
Van Der Horst Ltd. 436,000 2,074,989 92099C22
35,609,600
THAILAND - 12.3%
Advanced Information Service:
(For. Reg.) 110,300 4,205,243 00799792
(Loc.Reg.) 4,000 147,636 00799793
Asia Securities Trading Co. (For. Reg.) 1,094,000 3,910,246 04599D23
Bangkok Bank 80,000 603,654 06099210
Bangkok Metropolitan Bank Public
(Loc.Reg.) 5,848,000 4,528,832 06199E23
Dhana Siam Finance & Securities Co.
(For. Reg.) 199,700 4,346,131 24299593
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
THAILAND - CONTINUED
Dhana Siam Finance & Securities Co.
(warrants) (b) 140,000 $ 1,690,230 24299598
Ekachart Finance & Security Co. Ltd. 67,600 429,547 28199J23
Finance One Public Co. (For. Reg.) 371,350 4,428,517 31799E93
First Asia Securities (For. Reg.) 254,800 2,226,211 31899F97
First Pacific Land (warrants) (b) 1,000,000 972,990 70699194
General Finance & Securities Public Co. Ltd.:
(For. Reg.) 484,800 4,351,264 36999693
(Loc. Reg.) (b) 50,000 448,769 36999692
Jalaprathan Cement Ltd. (For. Reg.) 47,400 1,995,393 47099493
Kiatnakin Finance & Securities (For. Reg.) 30,000 467,037 49699794
Loxley Public Co. Ltd. (For. Reg.) 104,100 2,058,848 54899523
NTS Steel Group Co. Ltd. (For. Reg.) 313,000 870,134 64999893
Nakornthon Bank Ltd. (warrants ) (b) 10,000 3,574 63099C27
Nation Publishing Group (For. Reg.) 18,000 55,759 63799323
National Finance & Securities Co.
(For. Reg.) 106,500 1,370,374 63199593
One Holding Ltd. (For. Reg.) 3,086,800 8,458,665 68299B23
Property Perfect Co. Ltd. (For. Reg.) (b) 300,600 3,605,291 74399F23
Ramkamhaeng Hospital Co. (For. Reg.) 50,000 162,827 75199493
Securities One Ltd.:
(For. Reg.) 235,000 5,861,001 81399693
(Loc. Reg.) 15,000 374,106 81399692
Shinawatra Computer &
Communication Co. (For. Reg.) (b) 130,000 2,994,439 94799193
Siam Cement (For. Reg.) 154,000 6,703,098 78799010
Siam City Cement:
(For. Reg.) 167,000 2,732,486 82570799
(Loc. Reg.) 132,000 2,138,841 82570798
Siam General Factoring Co. Ltd.
(For. Reg) 36,300 111,005 82899C23
Siam Syntech Construction Public Co.
Ltd. (For. Reg.) 197,000 1,251,787 83499H23
Supalai Co. Ltd. (For. Reg.) 80,000 559,174 97199923
TPI Polene Public Co. Ltd. (For. Reg.) 599,200 3,688,483 94799093
Thai Financial Syndicate Ltd. 619,600 3,248,104 92399B93
Thai Military Bank (For. Reg.) 725,000 2,044,282 90199989
Univest Land Public Co. 210,000 825,655 91599F22
Wattachak Co. Ltd. (For. Reg.) 210,200 3,155,503 94299H23
87,025,136
UNITED KINGDOM - 0.4%
Korea Europe Fund IDR 780 3,120,000 50799893
TOTAL COMMON STOCKS
(Cost $663,321,441) 624,805,486
NONCONVERTIBLE PREFERRED STOCKS - 0.7%
KOREA (SOUTH) - 0.7%
Baikyang Co. (b) 4,290 454,123 05699D23
Cheil Foods & Chemical Industries 13,500 722,050 16399C23
Dongbu Construction Co. (b) 60,360 777,199 25799M23
Dongsuh Securities Co. Ltd. 80,000 1,485,700 25799P23
Hanshin Securities Co. Ltd. 500 9,719 41899724
Lucky Securities Co. 30,498 623,024 54999C24
Sunkyong Securities Co. 52,000 933,514 96199D23
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $5,580,080) 5,005,329
CORPORATE BONDS - 3.9%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (A)
CONVERTIBLE BONDS - 3.7%
KOREA (SOUTH) - 2.9%
Cheil Foods & Chemical Industries
euro 3%, 12/31/06 - KRW 800,000 $ 1,680,000 16399CAA
Daewoo Corp. euro 1/4%,
12/31/08 - 3,960,000 5,266,800 23799BAB
Daewoo Corp. 3 1/4%,
12/31/97 (c) - CHF 1,500,000 1,368,350 23799BAC
Daewoo Electronics euro
2 1/4%, 12/31/08 - 2,100,000 2,373,000 23899CAA
Jinro Ltd. euro 1/4%,
9/30/09 - 1,000,000 972,500 732994AA
Samsung Electro-Mechanics Co.
1/4%, 12/31/00 (c) - CHF 500,000 302,890 95099DAA
Shinwon Corp. euro 1/2%,
12/31/08 - 350,000 395,500 98499DAA
Sunkyong Ltd. euro 4 3/4%,
5/16/96 - CHF 750,000 593,308 96199CAA
Ssangyong Oil Refining euro
3 3/4%, 12/08/08 - 6,250,000 7,312,500 78099AAA
20,264,848
MALAYSIA - 0.4%
Berjaya Sport Culs 9%,
10/30/97 - MYR 1,225,000 1,784,114 08499EAB
Land & General BHD 4 1/2%,
12/31/94 - MYR 970,000 1,376,503 514996AA
3,160,617
PHILIPPINES - 0.0%
Benpress Holdings Corp. euro
4 1/5%, 12/31/94 (c) - 60,000 192,210 082300AA
THAILAND - 0.4%
Siam Syntech Construction Co.
4 1/2%, 2/25/02 (c) - 1,500,000 1,177,500 825719AA
Wattachak Co. Ltd. euro 3 1/2%,
12/6/03 - 1,300,000 1,417,000 94299HAA
2,594,500
TOTAL CONVERTIBLE BONDS 26,212,175
NONCONVERTIBLE BONDS - 0.2%
MALAYSIA - 0.2%
Berjaya Leisure BHD 5%,
1/18/99 - 1,644,525 552,720 0841059A
United Engineers BHD
4%, 3/9/98 - MYR 1,653,500 555,736 9102139E
1,108,456
THAILAND - 0.0%
Finance One Public Co.
3 3/4%, 2/7/01 - THB 5,635 223,789 31799EAA
TOTAL NONCONVERTIBLE BONDS 1,332,245
TOTAL CORPORATE BONDS
(Cost $29,879,438) 27,544,420
REPURCHASE AGREEMENTS - 7.4%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 3.56% dated
4/29/94 due 5/2/94 $ 52,764,649 $ 52,749,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $751,529,959) $ 710,104,235
CURRENCY ABBREVIATIONS
KRW - Korean won
MYR - Malaysian ringgit
CHF - Swiss franc
THB - Thai baht
LEGEND
(a) Principal amount is stated in United States dollars unless otherwise
noted.
(b) Non-income producing
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $8,497,657 or 1.2% of net
assets.
(d) Standard & Poor's Corporation credit ratings are used in the
absence of a rating by Moody's Investors Service, Inc.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $1,074,833,777 and $814,572,336, respectively.
The fund participated in the interfund lending program as a lender. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $20,019,000 and $28,538,000,
respectively. The weighted average interest rate was 3.92%. Interest earned
from the interfund lending program amounted to $26,162 and is included in
interest income on the Statement of Operations (see Note 2 of Notes to
Financial Statements).
The fund participated in the bank borrowing program. The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $5,361,000and $5,861,000, respectively. The
weighted average interest rate was 3.70%. Interest expense includes $1,103
paid under the bank borrowing program (see Note 5 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $751,529,959. Net unrealized depreciation aggregated
$41,425,724, of which $53,572,684 related to appreciated investment
securities and $94,998,410 related to depreciated investment securities.
At October 31, 1993, the fund had a capital loss carryforward of
approximately $282,000 which will expire on October 31, 2001.

INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Basic Industries 8.1%
Construction & Real Estate 24.5
Durables 2.6
Energy 1.4
Finance 22.7
Health 0.1
Industrial Machinery & Equipment 6.6
Media & Leisure 8.3
Nondurables 2.3
Repurchase Agreements 7.4
Retail & Wholesale 2.3
Services 0.2
Technology 2.2
Transportation 4.3
Utilities 7.0
100.0%
SOUTHEAST ASIA
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $52,749,000) (cost $751,529,959) $ 710,104,235
(Notes 1 and 2) - See accompanying schedule

Receivable for investments sold 13,996,298

Receivable for fund shares sold 3,065,090

Dividends receivable 2,141,855

Interest receivable 200,467

Redemption fees receivable (Note 1) 6,743

Other receivables 362,994

TOTAL ASSETS 729,877,682

LIABILITIES

Payable to custodian bank $ 228,346

Payable for investments purchased 30,183,787

Payable for fund shares redeemed 3,750,752

Accrued management fee 365,850

Other payables and accrued expenses 1,093,028

TOTAL LIABILITIES 35,621,763

NET ASSETS $ 694,255,919

Net Assets consist of (Note 1):

Paid in capital $ 701,226,990

Distributions in excess of net investment income (3,357,242
)

Accumulated undistributed net realized gain (loss) on investments 37,811,895

Net unrealized appreciation (depreciation) on investment securities (41,425,724
)

NET ASSETS, for 53,986,590 shares outstanding $ 694,255,919

NET ASSET VALUE, offering price and redemption price per share ($694,255,919 (divided by) 53,986,590 shares)(Note 4) $12.86

Maximum offering price price per share (100/97 of $12.86) $13.26

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)

INVESTMENT INCOME $ 6,460,376
Dividends

Interest 999,306

7,459,682

Less foreign taxes withheld (Note 1) (542,852
)

TOTAL INCOME 6,916,830

EXPENSES

Management fee (Note 4) $ 3,303,865
Basic fee

Performance adjustment (83,243
)

Transfer agent: 2,178,495
Fees (Note 4)

Redemption fees (Note 1) (223,466
)

Accounting fees and expenses 204,903
(Note 4)

Non-interested trustees' compensation 2,347

Custodian fees and expenses 943,448

Registration fees 181,411

Audit 32,446

Legal 4,020

Interest (Note 5) 1,103

Miscellaneous 2,366

TOTAL EXPENSES 6,547,695

NET INVESTMENT INCOME 369,135

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1) 38,100,762
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) on investment securities (115,508,211
)

NET GAIN (LOSS) (77,407,449
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (77,038,314
)

OTHER INFORMATION

Accounting fees paid to FSC $204,903
(Note 4)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS SIX MONTHS APRIL 19, 1993
ENDED APRIL 30, (COMMENCEMEN
1994 T
(UNAUDITED) OF OPERATIONS)
TO
OCTOBER 31,
1993

Operations $ 369,135 $ 338,637

Net investment income

Net realized gain (loss) on investments 38,100,762 (386,089
)

Change in net unrealized appreciation (depreciation) on investments (115,508,211 74,082,487
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (77,038,314 74,035,035
)

Distributions to shareholders (2,301,564 -
From net investment income )

In excess of net investment income (1,666,228 -
)

TOTAL DISTRIBUTIONS (3,967,792 -
)

Share transactions 1,131,284,226 464,080,850
Net proceeds from sales of shares

Reinvestment of distributions 3,847,337 -

Cost of shares redeemed (866,494,889 (38,754,143
) )

Redemption fees (Note 1) 6,955,915 307,694

Net increase (decrease) in net assets resulting from share transactions 275,592,589 425,634,401

TOTAL INCREASE (DECREASE) IN NET ASSETS 194,586,483 499,669,436

NET ASSETS

Beginning of period 499,669,436 -

End of period (including under (over) distribution of net investment income of $(3,260,020)
and $338,637, $ 694,255,919 $ 499,669,436
respectively)

OTHER INFORMATION
Shares

Sold 76,748,246 41,377,754

Issued in reinvestment of distributions 259,955 -

Redeemed (60,766,297 (3,633,068
) )

Net increase (decrease) 16,241,904 37,744,686

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C>
SELECTED PER-SHARE DATA SIX MONTHS APRIL 19, 1993
ENDED APRIL 30, (COMMENCEMENT
1994 OF OPERATIONS) TO
(UNAUDITED) OCTOBER 31, 1993

Net asset value, beginning of period $ 13.24 $ 10.00

Income from Investment Operations

Net investment income - .01

Net realized and unrealized gain (loss) on investments (.34) 3.22

Total from investment operations (.34) 3.23

Less Distributions

From net investment income (.04) -

In excess of net investment income (.03) -

Total distributions (.07) -

Redemption fees added to paid in capital (Note 1) .03 .01

Net asset value, end of period $ 12.86 $ 13.24

TOTAL RETURN(dagger)(diamond) (2.41)% 32.40%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 694,256 $ 499,669

Ratio of expenses to average net assets 1.55%* 2.00%*

Ratio of expenses to average net assets before expense reductions 1.55%* 2.06%*

Ratio of net investment income to average net assets .09%* .45%*

Portfolio turnover rate 212%* 14%*

* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED AND DO NOT INCLUDE THE ONE TIME SALES CHARGE.
(diamond) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1994 (Unaudited)

(a) SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Canada Fund, Fidelity Diversified International Fund, Fidelity
Emerging Markets Fund, Fidelity Europe Fund, Fidelity Europe Capital
Appreciation Fund, Fidelity International Growth & Income Fund,
Fidelity Japan Fund, Fidelity Latin America Fund, Fidelity Overseas Fund,
Fidelity Pacific Basin Fund, Fidelity Southeast Asia Fund and Fidelity
Worldwide Fund (the funds) are funds of Fidelity Investment Trust (the
trust). The trust is registered under the Investment Company Act of 1940,
as amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. Each fund is authorized to
issue an unlimited number of shares. The following summarizes the
significant accounting policies of the funds:
SECURITY VALUATION. Securities for which quotations are readily available
are valued at the last sale price, or if no sale price, at the closing bid
price in the principal market in which such securities are normally traded.
Securities including restricted securities for which quotations are not
readily available are valued primarily using dealer-supplied valuations or
at their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of each fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practicable to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, each fund is not subject to U.S. federal
income taxes to the extent that it distributes all of its taxable income
for its fiscal year. Each fund may be subject to foreign taxes on income,
gains on investments or currency repatriation, and accrues such taxes as
applicable. The schedules of investments include information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the funds are informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
PREPAID EXPENSES. FMR bears all organizational expenses except for
registering and qualifying a fund and shares of a fund for distribution
under federal and state securities law. These expenses were borne by Europe
Capital Appreciation and are being amortized over one year.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date. Certain foreign currency gains (losses) are taxable as
ordinary income and, therefore, increase (decrease) taxable ordinary income
available for distribution.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
futures transactions, foreign currency transactions, passive foreign
investment companies (PFIC), and losses deferred due to wash sales. The
funds also utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for income
tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income may include temporary book and tax
basis differences which will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the following
year.
REDEMPTION FEES. Shares held in Emerging Markets, Latin America and
Southeast Asia less than 90 days are subject to a redemption fee equal to
1.50% of the proceeds of the redeemed shares. A portion of the fee is
accounted for as a reduction of transfer agent expenses. This portion of
the redemption fee is used to offset the transaction costs and other
expenses that short-term trading imposes on those funds and their
shareholders. The remainder of the redemption fee is accounted for as an
addition to paid in capital. In March 1994, the Board of Trustees of Japan
approved a 1% redemption fee on shares held less than 90 days which is
effective for shares purchased after June 6, 1994.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
Information regarding purchases and sales of securities (other than
short-term securities), the market value of future contracts opened and
closed, and written options is included under the caption "Other
Information" at the end of each applicable fund's schedule of investments.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS Effective November
1, 1993, the funds adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the funds changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of October 31, 1993 have been reclassified as
follows:
INCREASE (DECREASE) (INCREASE) DECREASE INCREASE (DECREASE) (INCREASE)
DECREASE
INCREASE (DECREASE) IN UNDISTRIBUTED IN ACCUMULATED IN ACCUMULATED IN
ACCUMULATED
FUND IN PAID IN CAPITAL NET INVESTMENT INCOME NET INVESTMENT LOSS NET
REALIZED GAIN NET REALIZED LOSS
Canada $ 992,455 $ - $ 237,762 $ (1,230,217) $ -
Diversified
International 2,234 (1,181,221) 1,178,987 -
Emerging Markets 50,022 (120,832) - 70,810
Europe 17,123,165 (8,962,504) - (8,160,661)
International Growth &
Income 941,401 (3,608,501) 2,667,100 -
Japan 166 - (364,505) 364,339 -
Latin America - 26,874 (26,874) -
Overseas 391,398,948 (4,020,684) (387,378,264) -
Pacific Basin 40,875,663 - 2,434,566 (43,310,229) -
Southeast Asia - (97,222) - 97,222
Worldwide (47,579) (689,914) 737,493 -
No adjustments were necessary for the Europe Capital Appreciation Fund.
(b) OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The funds may enter into forward
foreign currency contracts. These contracts involve market risk in excess
of the amount reflected in the funds' Statement of Assets and Liabilities.
The face or contract amount in U.S. dollars reflects the total exposure the
funds have in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The funds, through their custodian, receive delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The funds' investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the funds, along with other
registered investment companies having management contracts with FMR, may
transfer uninvested cash balances into a joint trading account. These
balances are invested in one or more repurchase agreements that are
collateralized by U.S. Treasury or Federal Agency obligations.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by the
SEC, the funds, along with other registered investment companies having
management contracts with FMR, may participate in an interfund lending
program. This program provides an alternative credit facility allowing the
funds to borrow from, or lend money to, other participating funds. The
schedules of investments include information regarding interfund lending
for the applicable funds under the caption "Other Information."
FUTURES CONTRACTS AND OPTIONS. The funds may invest in futures contracts
and write options. These investments involve to varying degrees, elements
of market risk and risks in excess of the amount recognized in the
Statements of Assets and Liabilities. The face or contract amounts reflect
the extent of the involvement each fund has in the particular classes of
instruments. Risks may be caused by an imperfect correlation between
movements in the price of the instruments and the price of the underlying
securities and interest rates. Risks also may arise if there is an illiquid
secondary market for the instruments, or due to the inability of
counterparties to perform.
2. OPERATING POLICIES - CONTINUED
FUTURES CONTRACTS AND OPTIONS - CONTINUED
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
INDEXED SECURITIES. The funds may invest in indexed securities whose value
is linked either directly or inversely to changes in foreign currencies,
interest rates, commodities, indices, or other reference instruments.
Indexed securities may be more volatile than the reference instrument
itself, but any loss is limited to the amount of the original investment.
RESTRICTED SECURITIES. The funds are permitted to invest in privately
placed restricted securities. These securities may be resold in
transactions exempt from registration or to the public if the securities
are registered. Disposal of these securities may involve time-consuming
negotiations and expense, and prompt sale at an acceptable price may be
difficult. At the end of the period, restricted securities (excluding 144A
issues) are shown under the caption "Other Information" at the end of each
applicable fund's schedule of investments.
(c) JOINT TRADING ACCOUNT.
At the end of the period, Japan had 20% or more of its total investments in
repurchase agreements through a joint trading account. These repurchase
agreements were with entities whose creditworthiness has been reviewed and
found satisfactory by FMR. The repurchase agreements were dated April 29,
1994 and due May 2, 1994. The maturity value of the joint trading account
investments was $77,526,000 at 3.56%. The investments in repurchase
agreements through the joint trading account are summarized as follows:
SUMMARY OF JOINT TRADING ACCOUNT
Number of dealers or banks 24
Maximum amount with one dealer or bank 9.62%
Aggregate principal amount of agreements $12,996,926,000
Aggregate maturity amount of agreements $13,000,786,035
Aggregate market value of collateral $13,287,734,037
Coupon rates of collateral 3 1/4% to 15 3/4%
April 1994 to
Maturity dates of collateral February 2023
(d) FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As each fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of each fund.
The group fee rate is the weighted average of a series of rates ranging
from .30% to .52% and is based on the monthly average net assets of all the
mutual funds advised by FMR. The annual individual fund fee rate is .45%
for each fund in the trust.
The basic fee for Canada, Diversified International, Europe, Japan,
Overseas, Pacific Basin, and Southeast Asia is subject to a performance
adjustment (up to a maximum of + or - .20%) based on each fund's investment
performance as compared to the appropriate index over a specified period of
time.
For the period, each fund's management fee was equivalent to the following
annualized rates expressed as a percentage of average net assets:
Canada .83%
Diversified International .75%
Emerging Markets and International
Growth & Income .78%
Europe .68%
Europe Capital Appreciation .80%
Japan and Southeast Asia .76%
Latin America and Worldwide .79%
Overseas .81%
Pacific Basin .86%
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .2850% to .5200%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
SUB-ADVISER FEE. FMR, on behalf of the funds, entered into sub-advisory
agreements with affiliates of FMR. In addition, one of the sub-advisers,
Fidelity International Investment Advisors (FIIA), entered into a
sub-advisory agreement with its subsidiary, Fidelity International
Investment Advisors (U.K.) Limited (FIIAL U.K.). Under the sub-advisory
arrangements, FMR may receive investment advice and research services and
may grant the sub-advisers investment management authority to buy and sell
securities. FMR pays its sub-advisers either a portion of its management
fee or a fee based on costs incurred for these services. FIIA pays FIIAL
U.K. a fee based on costs incurred for either service.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD. Fidelity Distributors Corporation (FDC), an affiliate of FMR,
is the general distributor of the funds. FDC is paid a 2% sales charge on
sales of shares of International Growth & Income and a 3% sales charge
on sales of shares of each of the other funds. The sales charge for
Emerging Markets, Latin America and Southeast Asia has been waived through
May 31, 1994. The sales charge for Canada, Diversified International,
Europe Capital Appreciation, Japan and Worldwide has been waived through
June 30, 1995.
Additionally, effective May 31, 1994, the sales charge for Overseas and
Pacific Basin will be waived through June 30, 1995, and International
Growth & Income, whose sales charge had been waived, will become a
no-load fund.
Prior to October 12, 1990, FDC was paid a 2% sales charge and a 1% deferred
sales charge from sales of shares of Canada, Europe and Pacific Basin, and
a 1% sales charge and 1% deferred sales charge from International Growth
& Income. Shares purchased before October 12, 1990 are subject to the
deferred sales charge upon redemption.
The amount received by FDC for sales charges and deferred sales charges are
shown under the caption "Other Information" on each applicable fund's
Statement of Operations.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
funds' transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEE. FSC maintains the funds' accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses. The accounting and pricing fees paid to FSC are shown under the
caption "Other Information" on each fund's Statement of Operations.
BROKERAGE COMMISSIONS. Certain funds placed a portion of their portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms are shown under the caption
"Other Information" at the end of each applicable fund's schedule of
investments.
(e) BANK BORROWINGS.
Each fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. Each fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, each fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding are shown under the caption "Other
Information" at the end of each applicable fund's schedule of investments.
(f) EXPENSE REDUCTIONS.
For the period ended April 30, 1994, FMR directed certain portfolio trades
to brokers who paid a portion of certain funds' expenses. For the period,
the expenses of Emerging Markets, Europe, Latin America, and Worldwide were
reduced by $92, $3,406, $4,438, and $2,558, respectively, under this
arrangement.
(g) CONCENTRATION OF RISK.
The relatively large investments of Emerging Markets, Latin America and
Southeast Asia in countries with limited or developing capital markets may
involve greater risks than investments in more developed markets and the
prices of such investments may be volatile. The consequences of political,
social or economic changes in these markets may have disruptive effects on
the market prices of these funds' investments and the income they generate.
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc.
(FMR U.K.) London, England
Fidelity Management & Research (Far East) Inc.
(FMR Far East) Tokyo, Japan
Fidelity Investments Japan Ltd. (FIJ)
Fidelity International Investment Advisors (FIIA)
Fidelity International Investment Advisors
(U.K.) Limited (FIIAL U.K.)
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
Penelope Dobkin, VICE PRESIDENT
George C. Domolky, VICE PRESIDENT
Simon Fraser, VICE PRESIDENT
John R. Hickling, VICE PRESIDENT
Patricia Satterthwaite, VICE PRESIDENT
Sally Walden, VICE PRESIDENT
Gary L. French, TREASURER
John H. Costello, ASSISTANT TREASURER
Arthur S. Loring, SECRETARY
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIANS
Chase Manhattan Bank, N.A.
New York, NY
DIVERSIFIED INTERNATIONAL FUND, INTERNATIONAL GROWTH & INCOME FUND,
OVERSEAS FUND, WORLDWIDE FUND, EUROPE FUND, EUROPE CAPITAL APPRECIATION
FUND, JAPAN FUND, PACIFIC BASIN FUND, EMERGING MARKETS FUND, SOUTHEAST ASIA
FUND
Brown Brothers Harriman & Co.
Boston, MA
CANADA FUND, LATIN AMERICA FUND
FIDELITY INTERNATIONAL EQUITY FUNDS
Canada Fund
Emerging Markets Fund
Europe Fund
Europe Capital Appreciation Fund
Diversified International Fund
International Growth and Income Fund
Japan Fund
Latin America Fund
Pacific Basin Fund
Southeast Asia Fund
Overseas Fund
Worldwide Fund
CORPORATE HEADQUARTERS
82 Devonshire Street
Boston, MA 02109
1-800-544-8888
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

BULK RATE
U.S. POSTAGE
P A I D
F I D E L I T Y
INVESTMENTS

(registered trademark)
P.O. Box 193
Boston, MA 02101
INT-06-94S

EXHIBIT 5(CCC)
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
AND
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
AGREEMENT made this 16th day of July, 1992, by Fidelity International
Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England
(hereinafter called the "U.K. Sub-Advisor") and Fidelity International
Investment Advisors, a Bermuda company with principal offices at Pembroke
Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").
WHEREAS Fidelity Management & Research Company, a Massachusetts
corporation (hereinafter called the "Advisor"), has entered into a
Management Contract with Fidelity Investment Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Trust"), on behalf of Fidelity Japan Fund
(hereinafter called the "Portfolio"), pursuant to which the Advisor acts as
investment advisor to the Portfolio, and
WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement with
the Advisor (the "Sub-Advisory Agreement") pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, shall provide investment advice or investment
management and order execution services to the Portfolio, and
WHEREAS the U.K. Sub-Advisor has personnel in Western Europe and has been
formed in part for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries,
including securities issued and issuers located outside of North America,
principally in the U.K. and Europe.
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Sub-Advisor and the U.K. Sub-Advisor agree as
follows:
1. Duties: The Sub-Advisor may, in its discretion, appoint the U.K.
Sub-Advisor to perform one or more of the following services with respect
to all or a portion of the investments of the Portfolio, in connection with
the Sub-Advisor's duties under the Sub-Advisory Agreement. The services
and the portion of the investments of the Portfolio advised or managed by
the U.K. Sub-Advisor shall be as agreed upon from time to time by the
Sub-Advisor and the U.K. Sub-Advisor. The U.K. Sub-Advisor shall pay the
salaries and fees of all personnel of the U.K. Sub-Advisor performing
services for the Portfolio relating to research, statistical and investment
activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the Sub-Advisor,
the U.K. Sub-Advisor shall provide investment advice to the Sub-Advisor
with respect to all or a portion of the investments of the Portfolio, and
in connection with such advice shall furnish the Sub-Advisor such factual
information, research reports and investment recommendations as the Advisor
may reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Sub-Advisor, the U.K. Sub-Advisor shall manage all or a portion of the
investments of the Portfolio in accordance with the investment objective,
policies and limitations provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment Company
Act of 1940 (the"1940 Act") and rules thereunder, as amended from time to
time, and such other limitations as the Trust or Advisor may impose with
respect to the Portfolio by notice to the U.K. Sub-Advisor. With respect
to the portion of the investments of the Portfolio under its management,
the U.K. Sub-Advisor is authorized to make investment decisions on behalf
of the Portfolio with regard to any stock, bond, other security or
investment instrument, and to place orders for the purchase and sale of
such securities through such broker-dealers as the U.K. Sub-Advisor may
select. The U.K. Sub-Advisor may also be authorized, but only to the
extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money or lending securities on behalf of the Portfolio. All investment
management and any other activities of the U.K. Sub-Advisor shall at all
times be subject to the control and direction of the Sub-Advisor, the
Advisor and the Trust's Board of Trustees.
2. Information to be Provided to the Trust and the Advisor: The U.K.
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust, the Advisor, and the Sub-Advisor as the Trust's
Board of Trustees, the Advisor or the Sub-Advisor may reasonably request
from time to time, or as the U.K. Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the U.K. Sub-Advisor, at
its own expense, shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the U.K. Sub-Advisor, which may include brokers or dealers
affiliated with the Advisor, Sub-Advisor or U.K. Sub-Advisor. The U.K.
Sub-Advisor shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to the Portfolio and at
commission rates which are reasonable in relation to the benefits received.
In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of l934) to the Portfolio and to any other accounts
over which the U.K. Sub-Advisor, the Sub-Advisor or Advisor exercise
investment discretion. The U.K. Sub-Advisor is authorized to pay a broker
or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the U.K. Sub-Advisor determines in good faith
that such amount of commission is reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the U.K. Sub-Advisor and
the Sub-Advisor have with respect to accounts over which they exercise
investment discretion. The Trustees of the Trust shall periodically review
the commissions paid by the Portfolio to determine if the commissions paid
over representative periods of time were reasonable in relation to the
benefits to the Portfolio.
4. Compensation: The Sub-Advisor shall compensate the U.K. Sub-Advisor
on the following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the U.K.
Sub-Advisor a monthly U.K. Sub-Advisory Fee. The U.K. Sub-Advisory Fee
shall be equal to 110% of the U.K. Sub-Advisor's costs incurred in
connection rendering the services referred to in subparagraph (a) of
paragraph 1 of this Agreement. The U.K. Sub-Advisory Fee shall not be
reduced to reflect expense reimbursements or fee waivers by the Sub-Advisor
or Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the
U.K. Sub-Advisor a monthly Investment Management Fee. The Investment
Management Fee shall be equal to 110% of the U.K. Sub-Advisor's costs
incurred in connection rendering the services referred to in subparagraph
(b) of paragraph 1 of this Agreement. The U.K. Sub-Advisory Fee shall not
be reduced to reflect expense reimbursements or fee waivers by the
Sub-Advisor or Advisor, if any, in effect from time to time.
(c) PROVISION OF MULTIPLE SERVICES: If the U.K. Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the U.K. Sub-Advisor with respect to such investments
shall be calculated exclusively under subparagraph (b) of this paragraph 4.

(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph 9, the terms of any continuance or modification of this Agreement
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either the Advisor, the Sub-Advisor, the U.K. Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to the
other parties, terminate this Agreement, without payment of any penalty, by
action of its Board of Trustees or Directors, or with respect to the
Portfolio by vote of a majority of its outstanding voting securities. This
Agreement shall terminate automatically in the event of its assignment.
10. Limitation of Liability: The U.K. Sub-Advisor is hereby expressly
put on notice of the limitation of shareholder liability as set forth in
the Declaration of Trust or other organizational document of the Trust and
agrees that any obligations of the Trust or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the U.K. Sub-Advisor shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the U.K. Sub-Advisor seek
satisfaction of any such obligation from the Trustees or any individual
Trustee.
11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the 1940
Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
BY: /s/ Martin Cambridge
Martin Cambridge
Director
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
BY: /s/ Stephen A. DeSilva
Stephen A. DeSilva
Treasurer

EXHIBIT 5(DDD)
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
AND
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
AGREEMENT made this 18th day of March, 1993, by Fidelity International
Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England
(hereinafter called the "U.K. Sub-Advisor") and Fidelity International
Investment Advisors, a Bermuda company with principal offices at Pembroke
Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").
WHEREAS Fidelity Management & Research Company, a Massachusetts
corporation (hereinafter called the "Advisor"), has entered into a
Management Contract with Fidelity Investment Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Trust"), on behalf of Fidelity Latin
America Fund (hereinafter called the "Portfolio"), pursuant to which the
Advisor acts as investment advisor to the Portfolio, and
WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement with
the Advisor (the "Sub-Advisory Agreement") pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, shall provide investment advice or investment
management and order execution services to the Portfolio, and
WHEREAS the U.K. Sub-Advisor has personnel in Western Europe and has been
formed in part for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries,
including securities issued and issuers located outside of North America,
principally in the U.K. and Europe.
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Sub-Advisor and the U.K. Sub-Advisor agree as
follows:
1. Duties: The Sub-Advisor may, in its discretion, appoint the U.K.
Sub-Advisor to perform one or more of the following services with respect
to all or a portion of the investments of the Portfolio, in connection with
the Sub-Advisor's duties under the Sub-Advisory Agreement. The services
and the portion of the investments of the Portfolio advised or managed by
the U.K. Sub-Advisor shall be as agreed upon from time to time by the
Sub-Advisor and the U.K. Sub-Advisor. The U.K. Sub-Advisor shall pay the
salaries and fees of all personnel of the U.K. Sub-Advisor performing
services for the Portfolio relating to research, statistical and investment
activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the Sub-Advisor,
the U.K. Sub-Advisor shall provide investment advice to the Sub-Advisor
with respect to all or a portion of the investments of the Portfolio, and
in connection with such advice shall furnish the Sub-Advisor such factual
information, research reports and investment recommendations as the Advisor
may reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Sub-Advisor, the U.K. Sub-Advisor shall manage all or a portion of the
investments of the Portfolio in accordance with the investment objective,
policies and limitations provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment Company
Act of 1940 (the"1940 Act") and rules thereunder, as amended from time to
time, and such other limitations as the Trust or Advisor may impose with
respect to the Portfolio by notice to the U.K. Sub-Advisor. With respect
to the portion of the investments of the Portfolio under its management,
the U.K. Sub-Advisor is authorized to make investment decisions on behalf
of the Portfolio with regard to any stock, bond, other security or
investment instrument, and to place orders for the purchase and sale of
such securities through such broker-dealers as the U.K. Sub-Advisor may
select. The U.K. Sub-Advisor may also be authorized, but only to the
extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money or lending securities on behalf of the Portfolio. All investment
management and any other activities of the U.K. Sub-Advisor shall at all
times be subject to the control and direction of the Sub-Advisor, the
Advisor and the Trust's Board of Trustees.
2. Information to be Provided to the Trust and the Advisor: The U.K.
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust, the Advisor, and the Sub-Advisor as the Trust's
Board of Trustees, the Advisor or the Sub-Advisor may reasonably request
from time to time, or as the U.K. Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the U.K. Sub-Advisor, at
its own expense, shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the U.K. Sub-Advisor, which may include brokers or dealers
affiliated with the Advisor, Sub-Advisor or U.K. Sub-Advisor. The U.K.
Sub-Advisor shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to the Portfolio and at
commission rates which are reasonable in relation to the benefits received.
In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of l934) to the Portfolio and to any other accounts
over which the U.K. Sub-Advisor, the Sub-Advisor or Advisor exercise
investment discretion. The U.K. Sub-Advisor is authorized to pay a broker
or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the U.K. Sub-Advisor determines in good faith
that such amount of commission is reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the U.K. Sub-Advisor and
the Sub-Advisor have with respect to accounts over which they exercise
investment discretion. The Trustees of the Trust shall periodically review
the commissions paid by the Portfolio to determine if the commissions paid
over representative periods of time were reasonable in relation to the
benefits to the Portfolio.
4. Compensation: The Sub-Advisor shall compensate the U.K. Sub-Advisor
on the following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the U.K.
Sub-Advisor a monthly U.K. Sub-Advisory Fee. The U.K. Sub-Advisory Fee
shall be equal to 110% of the U.K. Sub-Advisor's costs incurred in
connection rendering the services referred to in subparagraph (a) of
paragraph 1 of this Agreement. The U.K. Sub-Advisory Fee shall not be
reduced to reflect expense reimbursements or fee waivers by the Sub-Advisor
or Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the
U.K. Sub-Advisor a monthly Investment Management Fee. The Investment
Management Fee shall be equal to 110% of the U.K. Sub-Advisor's costs
incurred in connection rendering the services referred to in subparagraph
(b) of paragraph 1 of this Agreement. The U.K. Sub-Advisory Fee shall not
be reduced to reflect expense reimbursements or fee waivers by the
Sub-Advisor or Advisor, if any, in effect from time to time.
(c) PROVISION OF MULTIPLE SERVICES: If the U.K. Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the U.K. Sub-Advisor with respect to such investments
shall be calculated exclusively under subparagraph (b) of this paragraph 4.

EXHIBIT 5(EEE)
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
AND
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
AGREEMENT made this 18th day of March, 1993, by Fidelity International
Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England
(hereinafter called the "U.K. Sub-Advisor") and Fidelity International
Investment Advisors, a Bermuda company with principal offices at Pembroke
Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").
WHEREAS Fidelity Management & Research Company, a Massachusetts
corporation (hereinafter called the "Advisor"), has entered into a
Management Contract with Fidelity Investment Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Trust"), on behalf of Fidelity Southeast
Asia Fund (hereinafter called the "Portfolio"), pursuant to which the
Advisor acts as investment advisor to the Portfolio, and
WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement with
the Advisor (the "Sub-Advisory Agreement") pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, shall provide investment advice or investment
management and order execution services to the Portfolio, and
WHEREAS the U.K. Sub-Advisor has personnel in Western Europe and has been
formed in part for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries,
including securities issued and issuers located outside of North America,
principally in the U.K. and Europe.
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Sub-Advisor and the U.K. Sub-Advisor agree as
follows:
1. Duties: The Sub-Advisor may, in its discretion, appoint the U.K.
Sub-Advisor to perform one or more of the following services with respect
to all or a portion of the investments of the Portfolio, in connection with
the Sub-Advisor's duties under the Sub-Advisory Agreement. The services
and the portion of the investments of the Portfolio advised or managed by
the U.K. Sub-Advisor shall be as agreed upon from time to time by the
Sub-Advisor and the U.K. Sub-Advisor. The U.K. Sub-Advisor shall pay the
salaries and fees of all personnel of the U.K. Sub-Advisor performing
services for the Portfolio relating to research, statistical and investment
activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the Sub-Advisor,
the U.K. Sub-Advisor shall provide investment advice to the Sub-Advisor
with respect to all or a portion of the investments of the Portfolio, and
in connection with such advice shall furnish the Sub-Advisor such factual
information, research reports and investment recommendations as the Advisor
may reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Sub-Advisor, the U.K. Sub-Advisor shall manage all or a portion of the
investments of the Portfolio in accordance with the investment objective,
policies and limitations provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment Company
Act of 1940 (the"1940 Act") and rules thereunder, as amended from time to
time, and such other limitations as the Trust or Advisor may impose with
respect to the Portfolio by notice to the U.K. Sub-Advisor. With respect
to the portion of the investments of the Portfolio under its management,
the U.K. Sub-Advisor is authorized to make investment decisions on behalf
of the Portfolio with regard to any stock, bond, other security or
investment instrument, and to place orders for the purchase and sale of
such securities through such broker-dealers as the U.K. Sub-Advisor may
select. The U.K. Sub-Advisor may also be authorized, but only to the
extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money or lending securities on behalf of the Portfolio. All investment
management and any other activities of the U.K. Sub-Advisor shall at all
times be subject to the control and direction of the Sub-Advisor, the
Advisor and the Trust's Board of Trustees.
2. Information to be Provided to the Trust and the Advisor: The U.K.
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust, the Advisor, and the Sub-Advisor as the Trust's
Board of Trustees, the Advisor or the Sub-Advisor may reasonably request
from time to time, or as the U.K. Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the U.K. Sub-Advisor, at
its own expense, shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the U.K. Sub-Advisor, which may include brokers or dealers
affiliated with the Advisor, Sub-Advisor or U.K. Sub-Advisor. The U.K.
Sub-Advisor shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to the Portfolio and at
commission rates which are reasonable in relation to the benefits received.
In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of l934) to the Portfolio and to any other accounts
over which the U.K. Sub-Advisor, the Sub-Advisor or Advisor exercise
investment discretion. The U.K. Sub-Advisor is authorized to pay a broker
or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the U.K. Sub-Advisor determines in good faith
that such amount of commission is reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the U.K. Sub-Advisor and
the Sub-Advisor have with respect to accounts over which they exercise
investment discretion. The Trustees of the Trust shall periodically review
the commissions paid by the Portfolio to determine if the commissions paid
over representative periods of time were reasonable in relation to the
benefits to the Portfolio.
4. Compensation: The Sub-Advisor shall compensate the U.K. Sub-Advisor
on the following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the U.K.
Sub-Advisor a monthly U.K. Sub-Advisory Fee. The U.K. Sub-Advisory Fee
shall be equal to 110% of the U.K. Sub-Advisor's costs incurred in
connection rendering the services referred to in subparagraph (a) of
paragraph 1 of this Agreement. The U.K. Sub-Advisory Fee shall not be
reduced to reflect expense reimbursements or fee waivers by the Sub-Advisor
or Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the
U.K. Sub-Advisor a monthly Investment Management Fee. The Investment
Management Fee shall be equal to 110% of the U.K. Sub-Advisor's costs
incurred in connection rendering the services referred to in subparagraph
(b) of paragraph 1 of this Agreement. The U.K. Sub-Advisory Fee shall not
be reduced to reflect expense reimbursements or fee waivers by the
Sub-Advisor or Advisor, if any, in effect from time to time.
(c) PROVISION OF MULTIPLE SERVICES: If the U.K. Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the U.K. Sub-Advisor with respect to such investments
shall be calculated exclusively under subparagraph (b) of this paragraph 4.

5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the U.K.
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory Agreement
or by the Advisor under the Management Contract with the Portfolio.
6. Interested Persons: It is understood that Trustees, officers, and
shareholders of the Trust are or may be or become interested in the
Advisor, the Sub-Advisor or the U.K. Sub-Advisor as directors, officers or
otherwise and that directors, officers and stockholders of the Advisor, the
Sub-Advisor or the U.K. Sub-Advisor are or may be or become similarly
interested in the Trust, and that the Advisor, the Sub-Advisor or the U.K.
Sub-Advisor may be or become interested in the Trust as a shareholder or
otherwise.
7. Services to Other Companies or Accounts: The Services of the U.K.
Sub-Advisor to the Sub-Advisor are not to be deemed to be exclusive, the
U.K. Sub-Advisor being free to render services to others and engage in
other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a
material manner, with the U.K. Sub-Advisor's ability to meet all of its
obligations hereunder. The U.K. Sub-Advisor shall for all purposes be an
independent contractor and not an agent or employee of the Advisor, the
Sub-Advisor or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the U.K. Sub-Advisor, the U.K. Sub-Advisor shall not be
subject to liability to the Sub-Advisor, the Advisor, the Trust or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph 9, this Agreement shall continue in force until July 31, 1993 and
indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
U.K. Sub-Advisor, the Sub-Advisor and the Portfolio, such consent on the
part of the Portfolio to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph 9, the terms of any continuance or modification of this Agreement
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either the Advisor, the Sub-Advisor, the U.K. Sub-Advisor or the
Portfolio may, at any time on sixty (60) days' prior written notice to the
other parties, terminate this Agreement, without payment of any penalty, by
action of its Board of Trustees or Directors, or with respect to the
Portfolio by vote of a majority of its outstanding voting securities. This
Agreement shall terminate automatically in the event of its assignment.
10. Limitation of Liability: The U.K. Sub-Advisor is hereby expressly
put on notice of the limitation of shareholder liability as set forth in
the Declaration of Trust or other organizational document of the Trust and
agrees that any obligations of the Trust or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the U.K. Sub-Advisor shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the U.K. Sub-Advisor seek
satisfaction of any such obligation from the Trustees or any individual
Trustee.
11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the 1940
Act as now in effect or as hereafter amended.

EXHIBIT 5(GGG)

SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
AND
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
AGREEMENT made this 18th day of November, 1993, by Fidelity International
Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England
(hereinafter called the "U.K. Sub-Advisor") and Fidelity International
Investment Advisors, a Bermuda company with principal offices at Pembroke
Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").
WHEREAS Fidelity Management & Research Company, a Massachusetts
corporation (hereinafter called the "Advisor"), has entered into a
Management Contract with Fidelity Investment Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Trust"), on behalf of Fidelity Europe
Capital Appreciation Fund (hereinafter called the "Portfolio"), pursuant to
which the Advisor acts as investment advisor to the Portfolio, and
WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement with
the Advisor (the "Sub-Advisory Agreement") pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, shall provide investment advice or investment
management and order execution services to the Portfolio, and
WHEREAS the U.K. Sub-Advisor has personnel in Western Europe and has been
formed in part for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries,
including securities issued and issuers located outside of North America,
principally in the U.K. and Europe.
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Sub-Advisor and the U.K. Sub-Advisor agree as
follows:
1. Duties: The Sub-Advisor may, in its discretion, appoint the U.K.
Sub-Advisor to perform one or more of the following services with respect
to all or a portion of the investments of the Portfolio, in connection with
the Sub-Advisor's duties under the Sub-Advisory Agreement. The services
and the portion of the investments of the Portfolio advised or managed by
the U.K. Sub-Advisor shall be as agreed upon from time to time by the
Sub-Advisor and the U.K. Sub-Advisor. The U.K. Sub-Advisor shall pay the
salaries and fees of all personnel of the U.K. Sub-Advisor performing
services for the Portfolio relating to research, statistical and investment
activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the Sub-Advisor,
the U.K. Sub-Advisor shall provide investment advice to the Sub-Advisor
with respect to all or a portion of the investments of the Portfolio, and
in connection with such advice shall furnish the Sub-Advisor such factual
information, research reports and investment recommendations as the Advisor
may reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Sub-Advisor, the U.K. Sub-Advisor shall manage all or a portion of the
investments of the Portfolio in accordance with the investment objective,
policies and limitations provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment Company
Act of 1940 (the"1940 Act") and rules thereunder, as amended from time to
time, and such other limitations as the Trust or Advisor may impose with
respect to the Portfolio by notice to the U.K. Sub-Advisor. With respect
to the portion of the investments of the Portfolio under its management,
the U.K. Sub-Advisor is authorized to make investment decisions on behalf
of the Portfolio with regard to any stock, bond, other security or
investment instrument, and to place orders for the purchase and sale of
such securities through such broker-dealers as the U.K. Sub-Advisor may
select. The U.K. Sub-Advisor may also be authorized, but only to the
extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money or lending securities on behalf of the Portfolio. All investment
management and any other activities of the U.K. Sub-Advisor shall at all
times be subject to the control and direction of the Sub-Advisor, the
Advisor and the Trust's Board of Trustees.
2. Information to be Provided to the Trust and the Advisor: The U.K.
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust, the Advisor, and the Sub-Advisor as the Trust's
Board of Trustees, the Advisor or the Sub-Advisor may reasonably request
from time to time, or as the U.K. Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the U.K. Sub-Advisor, at
its own expense, shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the U.K. Sub-Advisor, which may include brokers or dealers
affiliated with the Advisor, Sub-Advisor or U.K. Sub-Advisor. The U.K.
Sub-Advisor shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to the Portfolio and at
commission rates which are reasonable in relation to the benefits received.
In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of l934) to the Portfolio and to any other accounts
over which the U.K. Sub-Advisor, the Sub-Advisor or Advisor exercise
investment discretion. The U.K. Sub-Advisor is authorized to pay a broker
or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the U.K. Sub-Advisor determines in good faith
that such amount of commission is reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the U.K. Sub-Advisor and
the Sub-Advisor have with respect to accounts over which they exercise
investment discretion. The Trustees of the Trust shall periodically review
the commissions paid by the Portfolio to determine if the commissions paid
over representative periods of time were reasonable in relation to the
benefits to the Portfolio.
4. Compensation: The Sub-Advisor shall compensate the U.K. Sub-Advisor
on the following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the U.K.
Sub-Advisor a monthly U.K. Sub-Advisory Fee. The U.K. Sub-Advisory Fee
shall be equal to 110% of the U.K. Sub-Advisor's costs incurred in
connection rendering the services referred to in subparagraph (a) of
paragraph 1 of this Agreement. The U.K. Sub-Advisory Fee shall not be
reduced to reflect expense reimbursements or fee waivers by the Sub-Advisor
or Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the
U.K. Sub-Advisor a monthly Investment Management Fee. The Investment
Management Fee shall be equal to 110% of the U.K. Sub-Advisor's costs
incurred in connection rendering the services referred to in subparagraph
(b) of paragraph 1 of this Agreement. The U.K. Sub-Advisory Fee shall not
be reduced to reflect expense reimbursements or fee waivers by the
Sub-Advisor or Advisor, if any, in effect from time to time.
(c) PROVISION OF MULTIPLE SERVICES: If the U.K. Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the U.K. Sub-Advisor with respect to such investments
shall be calculated exclusively under subparagraph (b) of this paragraph 4.

EXHIBIT 5(QQQ)

SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY INVESTMENT TRUST ON BEHALF OF
FIDELITY JAPAN FUND
AGREEMENT made this 16th day of July, 1992, by Fidelity Management &
Research Company, a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts (hereinafter called the
"Advisor"); Fidelity International Investment Advisors, a Bermuda company
with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter
called the "Sub-Advisor"); and Fidelity Investment Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Trust") on behalf of Fidelity Japan Fund
(hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor have entered into a Management Contract
on behalf of the Portfolio, pursuant to which the Advisor acts as
investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons
have personnel in various locations throughout the world and have been
formed in part for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries,
including securities issued in and issuers located in such countries, and
providing investment advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor
to perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the Advisor, the
Sub-Advisor shall provide investment advice to the Portfolio and the
Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require. Such information
may include written and oral reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the Advisor,
the Sub-Advisor shall, subject to the supervision of the Advisor, manage
all or a portion of the investments of the Portfolio in accordance with the
investment objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of 1940 (the"1940 Act") and rules thereunder, as
amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only
to the extent such duties are delegated in writing by the Advisor, to
provide additional investment management services to the Portfolio,
including but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money, or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction of
the Advisor and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.

2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor, at its
own expense, shall place all orders for the purchase and sale of portfolio
securities for the Portfolio's account with brokers or dealers selected by
the Sub-Advisor, which may include brokers or dealers affiliated with the
Advisor or Sub-Advisor. The Sub-Advisor shall use its best efforts to seek
to execute portfolio transactions at prices which are advantageous to the
Portfolio and at commission rates which are reasonable in relation to the
benefits received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and to any
other accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination
may be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Advisor has with respect to accounts over
which it exercises investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor
a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to: (i)
30% of the monthly management fee rate (including performance adjustments,
if any) that the Portfolio is obligated to pay the Advisor under its
Management Contract with the Advisor, multiplied by (ii) the fraction equal
to the net assets of the Portfolio as to which the Sub-Advisor shall have
provided investment advice divided by the net assets of the Portfolio for
that month. The Sub-Advisory Fee shall not be reduced to reflect expense
reimbursements or fee waivers by the Advisor, if any, in effect from time
to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers and
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.
6. Interested Persons: It is understood that Trustees, officers, and
shareholders of the Trust are or may be or become interested in the Advisor
or the Sub-Advisor as directors, officers or otherwise and that directors,
officers and stockholders of the Advisor or the Sub-Advisor are or may be
or become similarly interested in the Trust, and that the Advisor or the
Sub-Advisor may be or become interested in the Trust as a shareholder or
otherwise.

7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder.
The Sub-Advisor shall for all purposes be an independent contractor and not
an agent or employee of the Advisor or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph 9, this Agreement shall continue in force until July 31, 1993 and
indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph 9, the terms of any continuance or modification of this Agreement
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Trust and
agrees that any obligations of the Trust or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the
Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such
obligation from the Trustees or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the 1940
Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
BY: /s/ Stephen A. DeSilva
Stephen A. DeSilva
Title: Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY: /s/ J. Gary Burkhead
J. Gary Burkhead
Title: President
FIDELITY INVESTMENT TRUST
on behalf of Fidelity Japan Fund
BY: /s/ J. Gary Burkhead
J. Gary Burkhead
Title: Senior Vice President

EXHIBIT 5(UUU)

SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY INVESTMENT TRUST ON BEHALF OF
FIDELITY EUROPE CAPITAL APPRECIATION FUND
AGREEMENT made this 18th day of November, 1993, by Fidelity Management
& Research Company, a Massachusetts corporation with principal offices
at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the
"Advisor"); Fidelity International Investment Advisors, a Bermuda company
with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter
called the "Sub-Advisor"); and Fidelity Investment Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Trust") on behalf of Fidelity Europe
Capital Appreciation Fund (hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor have entered into a Management Contract
on behalf of the Portfolio, pursuant to which the Advisor acts as
investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons
have personnel in various locations throughout the world and have been
formed in part for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries,
including securities issued in and issuers located in such countries, and
providing investment advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor
to perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the Advisor, the
Sub-Advisor shall provide investment advice to the Portfolio and the
Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require. Such information
may include written and oral reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the Advisor,
the Sub-Advisor shall, subject to the supervision of the Advisor, manage
all or a portion of the investments of the Portfolio in accordance with the
investment objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of 1940 (the"1940 Act") and rules thereunder, as
amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only
to the extent such duties are delegated in writing by the Advisor, to
provide additional investment management services to the Portfolio,
including but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money, or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction of
the Advisor and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.

7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder.
The Sub-Advisor shall for all purposes be an independent contractor and not
an agent or employee of the Advisor or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph 9, this Agreement shall continue in force until July 31, 1994 and
indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph 9, the terms of any continuance or modification of this Agreement
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Trust and
agrees that any obligations of the Trust or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the
Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such
obligation from the Trustees or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the 1940
Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
BY: /s/ Stephen A. DeSilva
Stephen A. DeSilva
Title: Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY: /s/ J.Gary Burkhead
J. Gary Burkhead
Title: President
FIDELITY INVESTMENT TRUST
on behalf of Fidelity Europe Capital Appreciation Fund
BY: /s/ J. Gary Burkhead
J. Gary Burkhead
Title: Senior Vice President

EXHIBIT 6(L)

GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY JAPAN FUND
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this 16th day of July, 1992, between Fidelity Investment
Trust, a Massachusetts business trust having its principal place of
business in Boston, Massachussets and which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Fidelity Japan
Fund, a series of the Issuer, and Fidelity Distributors Corporation, a
Massachusetts corporation having its principal place of business in Boston,
Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer.
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the Issuer will be sold at the
public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information.
The Issuer shall in all cases receive the net asset value per share on all
sales. If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer. If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension. In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so. Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer. This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers. This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered. If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use.
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer. However, all sums of
money received by the Distributor as a result of such purchases and sales
or as a result of such participation must, after reimbursement of actual
expenses of the Distributor in connection with such activity, be paid over
by the Distributor for the benefit of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell. The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request. The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Board of Trustees of the Issuer shall determine it advisable
to qualify such shares for sale (including registering the Issuer as a
broker or dealer or any officer of the Issuer as agent or salesman in any
state), (c) of preparing, setting in type, printing and mailing any report
or other communication to shareholders of the Issuer in their capacity as
such, and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the Issuer,
it is recognized by the Issuer that FMR may reimburse the Distributor for
any direct expenses incurred in the distribution of shares of the Issuer
from any source available to it, including advisory and service or
management fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law. However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor. In no case (i)
is the indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person against
any liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the

Issuer to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Distributor or any
person indemnified unless the Distributor or person, as the case may be,
shall have notified the Issuer in writing of the claim within a reasonable
time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or any such person (or after the Distributor or such person
shall have received notice of service on any designated agent). However,
failure to notify the Issuer of any claim shall not relieve the Issuer from
any liability which it may have to the Distributor or any person against
whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. The Issuer shall be entitled to
participate at its own expense in the defense, or, if it so elects, to
assume the defense of any suit brought to enforce any claims, but if the
Issuer elects to assume the defense, the defense shall be conducted by
counsel chosen by it and satisfactory to the Distributor or person or
persons, defendant or defendants in the suit. In the event the Issuer
elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor, officers
or directors or controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses of any counsel retained by
them. The Issuer agrees to notify the Distributor promptly of the
commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor. In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent). However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
to enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendant or defendants in the suit. In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendant or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them.
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1994 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended. In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets. The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer. Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer. The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf by one of its officers duly authorized, and the Distributor has
executed this instrument in its name and behalf by one of its officers duly
authorized, as of the day and year first above written.
FIDELITY INVESTMENT TRUST on behalf of
Fidelity Japan Fund

Attest /s/ Arthur S. Loring By /s/J. Gary Burkhead
Arthur S. Loring J. Gary Burkhead
FIDELITY DISTRIBUTORS CORPORATION
By /s/Kurt A. Lange
Kurt A. Lange
930210024

EXHIBIT 6(M)

GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY LATIN AMERICA FUND
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this 18th day of March, 1993, between Fidelity Investment
Trust, a Massachusetts business trust having its principal place of
business in Boston, Massachussets and which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Fidelity Latin
America Fund, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer.
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the Issuer will be sold at the
public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information.
The Issuer shall in all cases receive the net asset value per share on all
sales. If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer. If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension. In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so. Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer. This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers. This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered. If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use.
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell. The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request. The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Board of Trustees of the Issuer shall determine it advisable
to qualify such shares for sale (including registering the Issuer as a
broker or dealer or any officer of the Issuer as agent or salesman in any
state), (c) of preparing, setting in type, printing and mailing any report
or other communication to shareholders of the Issuer in their capacity as
such, and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the Issuer,
it is recognized by the Issuer that FMR may reimburse the Distributor for
any direct expenses incurred in the distribution of shares of the Issuer
from any source available to it, including advisory and service or
management fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law. However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor. In no case (i)
is the indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person against
any liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the

EXHIBIT 6(N)

GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY SOUTHEAST ASIA FUND
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this 18th day of March, 1993, between Fidelity Investment
Trust, a Massachusetts business trust having its principal place of
business in Boston, Massachussets and which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Fidelity
Southeast Asia Fund, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer.
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the Issuer will be sold at the
public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information.
The Issuer shall in all cases receive the net asset value per share on all
sales. If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer. If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension. In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so. Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer. This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers. This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered. If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use.
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell. The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request. The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Board of Trustees of the Issuer shall determine it advisable
to qualify such shares for sale (including registering the Issuer as a
broker or dealer or any officer of the Issuer as agent or salesman in any
state), (c) of preparing, setting in type, printing and mailing any report
or other communication to shareholders of the Issuer in their capacity as
such, and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the Issuer, it
is recognized by the Issuer that FMR may reimburse the Distributor for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law. However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor. In no case (i)
is the indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person against
any liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the

annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended. In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets. The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer. Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer. The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf by one of its officers duly authorized, and the Distributor has
executed this instrument in its name and behalf by one of its officers duly
authorized, as of the day and year first above written.
FIDELITY INVESTMENT TRUST on behalf of
Fidelity Southeast Asia Fund
By /s/ J. Gary Burkhead
J. Gary Burkhead
FIDELITY DISTRIBUTORS CORPORATION
By /s/ Kurt A. Lange
Kurt A. Lange
930210019

EXHIBIT 6(P)

GENERAL DISTRIBUTION AGREEMENT
between
Fidelity Europe Capital Appreciation Fund
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this 18th day of November, 1993, between Fidelity
Investment Trust, a Massachusetts business trust having its principal place
of business in Boston, Massachussets and which may issue one or more series
of beneficial interest ("Issuer"), with respect to shares of Fidelity
Europe Capital Appreciation Fund, a series of the Issuer, and Fidelity
Distributors Corporation, a Massachusetts corporation having its principal
place of business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer.
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the Issuer will be sold at the
public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information.
The Issuer shall in all cases receive the net asset value per share on all
sales. If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer. If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension. In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so. Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer. This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers. This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered. If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use.
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell. The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request. The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Board of Trustees of the Issuer shall determine it advisable
to qualify such shares for sale (including registering the Issuer as a
broker or dealer or any officer of the Issuer as agent or salesman in any
state), (c) of preparing, setting in type, printing and mailing any report
or other communication to shareholders of the Issuer in their capacity as
such, and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the Issuer, it
is recognized by the Issuer that FMR may reimburse the Distributor for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law. However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor. In no case (i)
is the indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person against
any liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit. In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor, officers
or directors or controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses of any counsel retained by
them. The Issuer agrees to notify the Distributor promptly of the
commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor. In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent). However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
to enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendant or defendants in the suit. In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendant or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them.
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1994 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended. In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets. The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer. Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer. The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf by one of its officers duly authorized, and the Distributor has
executed this instrument in its name and behalf by one of its officers duly
authorized, as of the day and year first above written.
FIDELITY INVESTMENT TRUST on behalf of
Fidelity Europe Capital Appreciation Fund
By /s/ J. Gary Burkhead
J. Gary Burkhead
FIDELITY DISTRIBUTORS CORPORATION
By /s/ Kurt A. Lange
Kurt A. Lange