FIDELITY INVESTMENT TRUST, 485BPOS, 1994-02-25

FIDELITY INVESTMENT TRUST
485BPOS, 1994-02-25

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-64791)
UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 53 [x]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT [x]

COMPANY ACT OF 1940 (811-4508)

Amendment No. [ ]

Fidelity Investment Trust
(Exact Name of Registrant as Specified in Charter)
82 Devonshire Street
Boston, MA 02109
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (617) 570-7000
Arthur S. Loring, Esq.
82 Devonshire Street
Boston, MA 02109
(Name and Address of Agent for Service)
It is proposed that this filing become effective:
[ ] Immediately upon filing pursuant to paragraph (b) of Rule 485
[x] On (February 28, 1994) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[ ] 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 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

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

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

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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:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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) Financial Statements for Fidelity Diversified International
Fund, Fidelity International Growth & Income Fund, Fidelity Overseas
Fund, Fidelity Worldwide Fund, Fidelity Canada Fund, Fidelity Europe Fund,
Fidelity Japan Fund, Fidelity Pacific Basin Fund, Fidelity Emerging Markets
Fund, Fidelity Latin America Fund, and Fidelity Southeast Asia Fund for the
fiscal year ended October 31, 1993 are incorporated by reference into the
funds' Statement of Additional Information and are 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 filed herein as Exhibit 5(z).
(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 filed
herein as Exhibit 5(dd).
(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 filed herein as Exhibit 5(oo).
(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 date 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 filed
herein as Exhibit 5(ss).
(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) Form of Sub-Advisory Agreement between Fidelity International
Investment Advisors and Fidelity International Investment Advisors (U.K.)
Limited on behalf of Fidelity Japan Fund was filed as Exhibit 5(o) to
Post-Effective Amendment No. 35.
(ddd) Form of Sub-Advisory Agreement between Fidelity International
Investment Advisors and Fidelity International Investment Advisors (U.K.)
Limited on behalf of Fidelity Latin America Fund was filed as Exhibit 5(g)
to Post-Effective Amendment No. 42.
(eee) Form of Sub-Advisory Agreement between Fidelity International
Investment Advisors and Fidelity International Investment Advisors (U.K.)
Limited on behalf of Fidelity Southeast Asia Fund was filed as Exhibit 5(h)
to Post-Effective Amendment No. 42.
(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) Form of Sub-Advisory Agreement between Fidelity International
Investment Advisors and Fidelity International Investment Advisors (U.K.)
Limited on behalf of Fidelity Europe Capital Appreciation Fund was filed as
Exhibit 5(ggg) to Post-Effective Amendment No. 49.
(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) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company and Fidelity International Investment Advisors on behalf
of Fidelity Japan Fund was filed as Exhibit 5(p) to Post-Effective
Amendment No. 35.
(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) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company and Fidelity International Investment Advisors on behalf
of Fidelity Europe Capital Appreciation Fund was filed as Exhibit 5(uuu) to
Post-Effective Amendment No. 49.

(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
Amendement 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) Form of General Distribution Agreement between Fidelity Japan Fund and
Fidelity Distributors Corporation was filed as Exhibit 6(l) to
Post-Effective Amendment No. 35.
(m) Form of General Distribution Agreement between Fidelity Latin America
Fund and Fidelity Distributors Corporation was filed as Exhibit 6(a) to
Post-Effective Amendment No. 42.
(n) Form of General Distribution Agreement between Fidelity Southeast Asia
Fund and Fidelity Distributors Corporation was filed as Exhibit 6(b) to
Post-Effective Amendment No. 42.
(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) Form of General Distribution Agreement between Fidelity Europe Capital
Appreciation Fund and Fidelity Distributors Corporation was filed as
Exhibit 6(p) to Post-Effective Amendment No. 49.
(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) (a) Consent of Coopers & Lybrand is filed herein as Exhibit 11
(a).

(b) Consent Price Waterhouse is filed herein as Exhibit 11 (b).
(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 filed herein as Exhibit 16(c).
.
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: January 1993
Title of Class: Shares of Beneficial Interest
Name of Series Number of Record Holders

Fidelity Overseas Fund 287,413

Fidelity Europe Fund 91,859

Fidelity Pacific Basin Fund 64,314

Fidelity International Growth & Income Fund 95,731

Fidelity Global Bond Fund 42,407

Fidelity Canada Fund 20,820

Fidelity Worldwide Fund 35,333

Fidelity Emerging Markets Fund 108,369

Fidelity New Markets Income Fund 16,256

Fidelity Short-Term World Income Fund 29,285

Fidelity Diversified International Fund 30,068

Fidelity Japan Fund 28,256

Fidelity Diversified Global Fund 0

Fidelity Latin America Fund 55,134

Fidelity Southeast Asia Fund 71,239

Fidelity Europe Capital Appreciation Fund 502

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 and Fidelity Europe Capital Appreciation
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. 53 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 24th day
of February 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. Johnson 3d(dagger) President and Trustee February 24, 1994

Edward C. Johnson 3d (Principal Executive Officer)

</TABLE>

/s/Gary L. French Treasurer February 24, 1994

Gary L. French

/s/J. Gary Burkhead Trustee February 24, 1994

J. Gary Burkhead

/s/Ralph F. Cox * Trustee February 24, 1994

Ralph F. Cox

/s/Phyllis Burke Davis * Trustee February 24, 1994

Phyllis Burke Davis

/s/Richard J. Flynn * Trustee February 24, 1994

Richard J. Flynn

/s/E. Bradley Jones * Trustee February 24, 1994

E. Bradley Jones

/s/Donald J. Kirk * Trustee February 24, 1994

Donald J. Kirk

/s/Peter S. Lynch * Trustee February 24, 1994

Peter S. Lynch

/s/Edward H. Malone * Trustee February 24, 1994

Edward H. Malone

/s/Marvin L. Mann_____* Trustee February 24, 1994

Marvin L. Mann

/s/Gerald C. McDonough* Trustee February 24, 1994

Gerald C. McDonough

/s/Thomas R. Williams * Trustee February 24, 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

Exhibit 24

(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 Japan Fund
Fidelity Pacific Basin Fund
EMERGING MARKET FUNDS
Fidelity Emerging Markets Fund
Fidelity Latin America Fund
Fidelity Southeast Asia Fund
ANNUAL REPORT
OCTOBER 31, 1993
CONTENTS

<TABLE>
<CAPTION>
<S> <C> <C>
PRESIDENT'S MESSAGE NED JOHNSON ON RECENT PERFORMANCE IN OVERSEAS
MARKETS.

MARKET RECAP A REVIEW OF WHAT HAPPENED IN WORLD MARKETS
DURING THE LAST YEAR.

BROADLY DIVERSIFIED FUNDS

DIVERSIFIED INTERNATIONAL FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

INTERNATIONAL GROWTH & INCOME FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

OVERSEAS FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

WORLDWIDE FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

REGIONAL/SINGLE COUNTRY FUNDS

CANADA FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

EUROPE FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

JAPAN FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

PACIFIC BASIN FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

EMERGING MARKETS FUNDS

EMERGING MARKETS FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

LATIN AMERICA FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

SOUTHEAST ASIA FUND PERFORMANCE
FUND TALK: THE MANAGER'S OVERVIEW
INVESTMENT CHANGES
INVESTMENTS
FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS FOOTNOTES TO THE FINANCIAL STATEMENTS

REPORTS OF INDEPENDENT ACCOUNTANTS THE AUDITOR'S OPINION / COOPERS & LYBRAND
THE AUDITOR'S OPINION / PRICE WATERHOUSE

</TABLE>

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE FUNDS. THIS REPORT IS
NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUNDS
UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS. NEITHER THE
FUNDS NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK AND FUND SHARES ARE
NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED BY THE FDIC.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
The past year has been a strong one in the international markets. Most
overseas stock indexes outperformed the Standard & Poor's 500 - a broad
measure of the U.S. market, which was up 15% for the year ended October 31.
All 11 of Fidelity's international stock funds turned in solid performances
and seven more than doubled the S&P's return.
What caused these returns? In the last year, we've seen many foreign stock
indexes rebound as investors sensed that the recession was coming to an
end. In addition, many investors have moved money into foreign stocks
believing that they offer better values than their U.S. counterparts. Both
factors have pushed markets up. In addition, specific initiatives -
including the Japanese government's stimulus package - and the expectation
that interest rates would fall in Europe have helped fuel the markets. But
these events may to a great extent already be reflected in the prices of
foreign stocks.
That's why as we look ahead, it would be unwise to expect that these recent
strong returns can be sustained for an extended period. History suggests
that overseas markets won't always outperform the U.S. market. For example,
from 1982 - 1987, many international markets outdistanced the U.S. market.
But from 1988 - 1992, international performance lagged, mainly because of
declines in the Japanese market.
In addition, the risks that are unique to overseas markets can make their
returns volatile. These include CURRENCY RISK, which can devalue overseas
investments once they are converted back to dollars, and POLITICAL RISK,
which can affect local markets when foreign governments are not seen to be
as stable as in the United States.
At times like this, when overseas markets have had such outstanding
performance, it's helpful to keep a few basic investment principles in
mind.
First, take a long-term perspective. Money invested overseas should be
money you can afford to leave invested throughout any market drops. As the
chart below shows, overseas markets - according to a broad measure like the
Morgan Stanley Europe, Australia, and Far East (EAFE) index - can be more
volatile on a year-to-year basis than the U.S. market. On a cumulative
basis, if you look back five years, the S&P outperformed the EAFE 97.35% to
20.28%. But over ten years, the EAFE outperformed the S&P 446.43% to
307.69%. So it can pay to have a long-term investment horizon.
Second, it makes sense to diversify, especially when investing overseas. An
international fund can play a significant role in a balanced portfolio and
allow you to take advantage of stock market advances in other parts of the
world. Over the long term, it can also lower your portfolio risk. If you
invest both overseas and domestically, you may be able to ride out a market
downturn in one part of the world while profiting from strong returns in
another area. But it's important that your mix of foreign and U.S.
investments reflects your goals and tolerance for risk.
Third, consider following a regular investment plan. None of us can predict
when stock markets here or abroad will be at a peak or low. But, by
investing a certain amount of money at the same time each month or quarter,
you can avoid buying all your shares at market highs. While this strategy
won't protect you from a loss in a declining market or assure you of a
profit, over time it should help lower the average cost of your purchase.
It can only be effective, though, if you stick to your plan during both
market ups and downs.
We believe these principles are the foundation for sound investing. Over
the years, many people have found them useful in building their savings. We
hope you will too. If we can help with your investments, please call us at
1-800-544-8888.
Best regards,

Edward C. Johnson 3d

S&P 500 EAFE
* YEAR TO DATE THROUGH OCTOBER 31, 1993
Row: 1, Col: 1, Value: 22.38
Row: 1, Col: 2, Value: 23.69
Row: 2, Col: 1, Value: 6.1
Row: 2, Col: 2, Value: 7.38
Row: 3, Col: 1, Value: 31.57
Row: 3, Col: 2, Value: 56.16
Row: 4, Col: 1, Value: 18.56
Row: 4, Col: 2, Value: 69.44000000000001
Row: 5, Col: 1, Value: 5.1
Row: 5, Col: 2, Value: 24.63
Row: 6, Col: 1, Value: 16.61
Row: 6, Col: 2, Value: 28.27
Row: 7, Col: 1, Value: 31.69
Row: 7, Col: 2, Value: 10.53
Row: 8, Col: 1, Value: -3.1
Row: 8, Col: 2, Value: -23.45
Row: 9, Col: 1, Value: 30.47
Row: 9, Col: 2, Value: 12.13
Row: 10, Col: 1, Value: 7.619999999999999
Row: 10, Col: 2, Value: -12.17
Row: 11, Col: 1, Value: 14.94
Row: 11, Col: 2, Value: 35.48
%
MARKET RECAP

This past year's international rally was a dramatic turnaround for many
foreign markets that had previously fallen out of favor. Low inflation and
falling interest rates around the world helped fuel strong returns
overseas. As investors poured increasing amounts of money into foreign
stocks and bonds, prices also rose. The Morgan Stanley EAFE index - which
measures stock performance in Europe, Australia and the Far East - was up
37.46% for the 12 months ended October 31, 1993.

AVERAGE ANNUAL STOCK MARKET RETURNS
TEN YEARS
Row: 1, Col: 1, Value: 22.38
Row: 2, Col: 1, Value: 21.54
Row: 3, Col: 1, Value: 20.98
Row: 4, Col: 1, Value: 19.02
Row: 5, Col: 1, Value: 18.48
Row: 6, Col: 1, Value: 18.15
Row: 7, Col: 1, Value: 16.5
Row: 8, Col: 1, Value: 15.84
Row: 9, Col: 1, Value: 13.69
Row: 10, Col: 1, Value: 13.09
Row: 11, Col: 1, Value: 7.39
50%
40%
30%
20%
10%
0%
ONE YEAR
Row: 1, Col: 1, Value: 41.49
Row: 2, Col: 1, Value: 16.2
Row: 3, Col: 1, Value: 31.72
Row: 4, Col: 1, Value: 47.38
Row: 5, Col: 1, Value: 37.19
Row: 6, Col: 1, Value: 21.66
Row: 7, Col: 1, Value: 28.38
Row: 8, Col: 1, Value: 17.89
Row: 9, Col: 1, Value: 13.4
Row: 10, Col: 1, Value: 43.16
Row: 11, Col: 1, Value: 12.81
50%
40%
30%
20%
10%
0%
CHARTS SHOW THE PERFORMANCE OF THE MORGAN STANLEY CAPITAL INTERNATIONAL'S
UNMANAGED STOCK INDEXES FOR THE 10 LARGEST INTERNATIONAL MARKETS PLUS THE
UNITED STATES AVERAGE ANNUAL TOTAL RETURNS, AS MEASURED IN U.S. DOLLARS,
INCLUDE PRICE CHANGES, DIVIDENDS PAID ON THE STOCKS, AND THE EFFECT OF
REINVESTING DIVIDENDS (NET OF FOREIGN TAXES). BROKERAGE COMMISSIONS AND
OTHER
FEES ARE NOT INCLUDED. RESULTS ARE HISTORICAL AND DO NOT INDICATE FUTURE
MARKET
OR FIDELITY FUND PERFORMANCE.
EUROPE: After trailing the U.S. market for five years, European stocks
performed strongly by historical standards, but still were easily outpaced
by other world markets. Slowly falling interest rates and investors' hopes
of economic recovery combined to lift stock prices. The Morgan Stanley
Europe index rose 25.67% for the year ended October 31. Europe struggled to
move beyond the currency crisis that crippled much of the continent last
fall. The value of the British pound and German deutschemark went down,
which hurt foreign investments when translated back into dollars. But
strong stock gains followed currency devaluations as exports became more
attractive. Norwegian stocks, for example, returned nearly 43% through
October, while Sweden was up 41% and Germany about 28%. Disappointingly
slow interest-rate cuts and sluggish economies hurt returns in some markets
like the United Kingdom and France, which returned about 22% and 15%,
respectively.
JAPAN AND THE FAR EAST: This region outperformed all others, but Japan took
investors on a roller coaster ride along the way. The Morgan Stanley Far
East ex-Japan Free index posted a gain of 52.85% for the year ended October
31. The TOPIX, an index that includes stocks from Japan's larger, better
known companies, was up 46.06% for the same period, but only 3.54% for the
last six months. Falling interest rates, a strengthening yen, and
government spending aimed at stimulating economic growth all helped trigger
the tremendous market rally in Japan that continued through late spring.
But political instability, thanks to a no-confidence vote given to Prime
Minister Miyazawa, dragged the market back down in the summer and early
fall. Also, the surging yen - up 15.02% over the U.S. dollar so far this
year - made the products of big Japanese exporters less attractive, which
further slowed the country's already troubled economy. From August through
October, the TOPIX actually lost ground, and was down 4.84%.
EMERGING MARKETS: Investors reaped large returns in many developing
countries. The Morgan Stanley Emerging Markets Free index shot up 44.97%
for the year ended October 31. The returns reflected a favorable outlook
for increases in corporate profits as economic reforms began to take hold
in developing countries. Emerging markets in the Pacific Basin like
Malaysia and Hong Kong - up 68% and 50% over the past 12 months,
respectively - were especially attractive. Also, Latin American countries,
particularly Brazil, produced sharp gains as political and economic reforms
continued there. But doubt over passage of the North American Free Trade
Agreement created turbulence in Mexico, which was up barely 5% in the first
10 months of 1993.
U.S. AND CANADA: Low inflation, declining interest rates and a gradually
improving economy led to a 14.94% return for the Standard & Poor's 500
Composite Price Index - a broad measure of the U.S. market's overall
performance. This beat historical standards, but paled alongside most
international markets. In Canada, the stocks included in the Toronto Stock
Exchange 300 Index fared better, returning 23.19%. Most Canadian stocks
were buoyed by falling interest rates and an economy that was slowly
climbing out of a recession. Jitters surrounding national elections slowed
returns in September and October.
BONDS: Like foreign stocks, foreign bonds - particularly in developing
countries - outpaced U.S. bonds. Falling interest rates helped push bond
prices higher in Europe, Japan and elsewhere. Rapidly expanding economies
and improved balance sheets in Mexico, Argentina and other Latin American
countries contributed to an overall increase during the year in the J.P.
Morgan Emerging Markets Bond Index of 38.66%. That was more than triple the
11.87% increase in the Lehman Brothers Aggregate Bond Index, which tracks
U.S. bonds.
DIVERSIFIED INTERNATIONAL
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Diversified
International has a 3% sales charge, which has been waived since the fund's
start on December 27, 1991 through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED PAST 1 LIFE OF
OCTOBER 31, 1993 YEAR FUND

Diversified International 35.38% 14.53%

Morgan Stanley GDP-weighted EAFE Index 36.22% 25.87%

Average International Fund 33.41% 24.76%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
December 27, 1991. You can compare the fund figures to the performance of
the Morgan Stanley GDP-weighted EAFE index - a broad measure of the
performance of stocks in Europe, Australia, and the Far East, weighted by
each country's gross domestic product. You can also compare the fund's
performance to the average international fund which reflects the
performance of 152 funds with similar objectives tracked by Lipper
Analytical Services. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED PAST 1 LIFE OF
OCTOBER 31, 1993 YEAR FUND

Diversified International 35.38% 7.62%

Morgan Stanley GDP-weighted EAFE Index 36.22% 13.25%

Average International Fund 33.41% 12.75%

12/27/91 10000.00 10000.00
12/31/91 10060.00 10275.57
01/31/92 9860.00 10188.63
02/29/92 9680.00 10050.14
03/31/92 9140.00 9554.95
04/30/92 9240.00 9638.28
05/31/92 9750.00 10205.78
06/30/92 9540.00 9873.69
07/31/92 9190.00 9524.06
08/31/92 9350.00 9997.89
09/30/92 9140.00 9631.08
10/31/92 8460.00 9240.11
11/30/92 8460.00 9285.20
12/31/92 8671.06 9283.63
01/31/93 8873.42 9391.13
02/28/93 9176.95 9719.67
03/31/93 9915.56 10383.39
04/30/93 10522.64 11339.71
05/31/93 10785.70 11516.97
06/30/93 10482.17 11317.62
07/31/93 10805.94 11658.22
08/31/93 11362.42 12512.58
09/30/93 11210.66 12250.09
10/31/93 11453.49 12586.98
Let's say you invested $10,000 in Fidelity Diversified International Fund
on its start date. By October 31, 1993, it would have grown to $11,453 - a
14.53% increase on your initial investment. That compares to $10,000
invested in the Morgan Stanley GDP-weighted EAFE index, which would have
grown to $12,587 over the same period - a 25.87% increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
DIVERSIFIED INTERNATIONAL
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Greg Fraser,
Portfolio Manager of Fidelity Diversified International Fund
Q. GREG, HOW DID THE FUND PERFORM?
A. It was a very good year in most international markets, and the fund's
performance reflects that. Diversified International's total return for the
year ended October 31, 1993 was 35.38%. That was slightly less than the
36.22% total return for its benchmark, the Morgan Stanley GDP-weighted EAFE
index, a broad measure of stock performance in Europe, Australia and the
Far East, adjusted to reflect the size of each country's economy. However,
the fund did beat the average international fund's total return during the
same period: 33.41%, according to Lipper Analytical Services.
Q. WHY DID THE FUND TRAIL THE INDEX?
A. Part of the reason was all the cash in the fund, itself due mainly to
the fund's popularity. Total assets swelled from about $36 million last
October to more than $250 million at the end of the period. At times, cash
totaled as much as 20% of the fund's investments. I pared that down to
11.6% at the end of October; 10% or lower is where I'd like it to be.
Otherwise, I probably missed an opportunity to invest more heavily in
Japan; it's about 40% of the index, but was only about 20% of the fund at
the end of October. Japanese stocks rose sharply during the period. But as
earnings estimates deteriorated throughout the year, the stocks began to
look increasingly expensive, and were therefore less attractive to the
computer models that guide my decision-making.
Q. WHAT WERE SOME FACTORS THAT CONTRIBUTED TO PERFORMANCE?
A. Most shareholders already know that I use a quantitative approach in
managing the fund. Basically, that means I rely in part on a set of complex
computer models to sift through vast quantities of data and find stocks
that are cheap compared to their peers, as well as likely to post improved
earnings. Of course, I follow up with old-fashioned research and company
visits. Among the leaders in the early part of the year were Japanese
brokerage stocks, which benefited from government intervention aimed at
stimulating financial markets. More recently, the fund profited from its
investments in Deutsche Bank, Germany's largest bank, which also owns big
chunks of other companies; and Fletcher Challenge, a New Zealand natural
resources conglomerate with interests in forest products, energy and
construction.
Q. AFTER JAPAN, THE FUND'S SECOND LARGEST CONCENTRATION OF INVESTMENTS WAS
IN GREAT BRITAIN. WHY?
A. The U.K. has begun to emerge from recession ahead of the rest of Europe.
This was reflected in higher corporate earnings. Among my favorite U.K.
stocks is Standard Chartered Bank. The stock suffered because of fallout
from a scandal in India, but has since recovered. All told, British stocks
totaled 13.1% of the fund's investments at the end of October.
Q. ITALIAN STOCKS, ON THE OTHER HAND, TOTALED LESS THAN 2% OF THE FUND.
WASN'T THE ITALIAN STOCK MARKET AMONG THE LEADERS IN EUROPE LAST YEAR?
A. It was up 45.24% since last October, but only 17.89% in U.S. dollars.
One of the goals of the fund is moderate volatility. That alone was reason
enough to avoid Italy last year. But also, Italy is a very hard market to
understand in quantitative terms. Much of the movement in Italian stock
prices last year was sudden and unpredictable, and due largely to
psychological factors. The models ignore psychological factors because
they're not quantifiable. They make up for that by paying strict attention
to basic measures of a company's health. I think that over the long term,
that may work to the fund's advantage, no matter what shifts occur in
market psychology.
Q. STOCKS FROM ALL THE EUROPEAN COUNTRIES REPRESENTED ABOUT HALF THE FUND'S
INVESTMENTS. GIVEN THAT, HOW SIGNIFICANT IS THE FUND'S CURRENCY RISK?
A. I can't quantify it, but I will say currency risk is a factor
shareholders should be aware of. If the dollar strengthened sharply
compared to European currencies, the fund would definitely suffer. One way
to lessen currency risk is by making offsetting investments - a strategy
known as hedging. I don't do a lot of that, however, not because the fund
has no currency risk, but because there's a cost associated with hedging.
It only pays if you can predict the course of the dollar, and that happens
to be among the toughest analytical tasks there are. On the other hand,
picking stocks is something the models have done quite well, so that's the
arena where I've chosen to make my bets.
Q. THE FUND HAS ALMOST NO INVESTMENTS IN EMERGING MARKETS. WHY NOT?
A. In fact, that's one area where the fund's stake is likely to increase in
the months and years ahead. Countries like Argentina, Mexico and Brazil are
growing at a pace not seen since the 1960s, and the investment
opportunities are increasingly attractive. Partly what has held me back so
far is that among the byproducts of rapid growth is high volatility, and
that's something the fund seeks to avoid. Also, the models need reliable
data to make sound, quantitative judgments, and in many cases those data
aren't as well developed yet. In some cases, that's a function of
questionable or inconsistent financial reporting standards. Or it may be
simply because there aren't enough companies in a given industry to allow
for useful comparisons. But these are all limitations that are likely to
become less of an issue as time goes on.
Q. WHAT'S YOUR OUTLOOK FOR THE FUND?
A. A year ago, I couldn't have been more optimistic. Many of the markets I
invest in had been hard-hit in recent years, meaning there were plenty of
bargains. And the interest-rate climate favored rising stock prices. I
should point out that interest rates are not normally among the models'
main concerns. What the models do best is analyze the prospects of specific
companies, what's known as a "bottom-up" approach. Still, it was clear last
year that interest rates in Europe were going down, and there's no question
that contributed to the markets' - and this fund's - strong performance.
But a lot has changed in the last year. Many foreign markets are at or near
their all-time highs. And interest rates - while they're still high across
the continent, especially compared to the United States - have already
fallen substantially. That suggests a more watchful attitude might be
appropriate going forward. Long term, I remain as positive as ever about
the growth prospects for foreign stocks; short term, I'm more cautious. In
any case, back-to-back gains of more than 30% are rare for most
investments. Shareholders probably shouldn't expect it of this one.

FUND FACTS
GOAL: to increase the value of the fund's shares
by investing mainly in countries included in the
Morgan Stanley GDP-weighted EAFE (Europe,
Australia, Far East) index, with help from
quantitative computer models
START DATE: December 27, 1991
SIZE: as of October 31, 1993, over $255 million
MANAGER: Gregory Fraser, since December
1991; manager, Fidelity Select Defense and
Aerospace Portfolio, 1989-1990; and Fidelity
Select Environmental Services Portfolio,
December 1991
(checkmark)
GREG FRASER ON QUANTITATIVE INVESTING:
"The fund's use of quantitative models is better
understood not as an alternative approach but as a
tool that's useful in achieving the same goal. What are
the models trying to do? Find inexpensive stocks with
improving fundamentals. By that I mean, among other
things, improving earnings estimates and a low
price-to-earnings ratio. There are over 3,000 stocks in
the database. Keeping tabs on all those by hand would
be hard to do. That's where the models help. Even so, if
our analysts don't like a stock, I'll generally not buy it.
When that happens, it's usually because the analysts
know something the computer doesn't - about a
pending lawsuit, for example, or a new competitor -
and I'll take their advice."
(bullet) The fund seeks to outperform the broader universe
of stocks in Europe, Australia and the Far East. By
emphasizing inexpensive stocks - which may have
less room to fall in a declining market - the fund also
hopes to reduce overall volatility.
(bullet) At the end of October, the fund's investments broke
down by regions of the world as follows: 51.7% in
Europe, 21.2% in Asia, 6.3% in Australia and New
Zealand, 5.9% in Canada, and the balance in the U.S.
and South America.
(bullet) Banks and other financial institutions remained the
largest sector in the fund, at 15.2% of investments.
Other leading sectors were utilities, 12.7%; basic
industries, 9.1%; durables, including autos, consumer
electronics and textiles, 7.2%; and nondurables,
including food and beverages, 7.1%.
(bullet) The sector that grew the most during the last six
months was utilities, which more than doubled as a
percentage of the fund's total investments to 12.7%.
Utilities tend to do well when interest rates are falling,
and that was true in most countries around the world.
The fund profited especially from its investments in
British electric utilities, including Manweb PLC.
DISTRIBUTIONS
The Board of Trustees of Fidelity Diversified
International Fund voted to pay on December 13,
1993, to shareholders of record at the opening of
business on December 10, 1993, a distribution of $.10
derived from capital gains realized from sales of
portfolio securities and a dividend of $.01 from net
investment income.
DIVERSIFIED INTERNATIONAL
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993
Cash 11.6%
Row: 1, Col: 1, Value: 11.6
Row: 1, Col: 2, Value: 5.0
Row: 1, Col: 3, Value: 5.9
Row: 1, Col: 4, Value: 8.800000000000001
Row: 1, Col: 5, Value: 10.3
Row: 1, Col: 6, Value: 18.5
Row: 1, Col: 7, Value: 3.5
Row: 1, Col: 8, Value: 4.4
Row: 1, Col: 9, Value: 13.1
Row: 1, Col: 10, Value: 18.9
Other 18.9%
Australia 5.0%
Canada 5.9%
United
Kingdom 13.1%
France 8.8%
Switzerland 4.4%
Germany 10.3%
Spain 3.5%
Japan 18.5%
AS OF APRIL 30, 1993

Other 12.6%
Row: 1, Col: 1, Value: 22.5
Row: 1, Col: 2, Value: 4.3
Row: 1, Col: 3, Value: 6.3
Row: 1, Col: 4, Value: 8.300000000000001
Row: 1, Col: 5, Value: 9.1
Row: 1, Col: 6, Value: 19.7
Row: 1, Col: 7, Value: 3.1
Row: 1, Col: 8, Value: 2.9
Row: 1, Col: 9, Value: 11.2
Row: 1, Col: 10, Value: 12.6
Cash 22.5%
United
Kingdom 11.2%
Australia 4.3%
Switzerland 2.9%
Spain 3.1%
Canada 6.3%
France 8.3%
Japan 19.7%
Germany 9.1%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 87.8 77.3

Bonds 0.6 0.2

Short-term investments 11.6 22.5

TOP TEN STOCKS

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Deutsche Bank AG Ord.
(Germany, Banks) 1.5 1.1

Matsushita Electric Industrial Co. Ltd. (Japan, Consumer Electronics)
1.1 -

Bayer AG
(Germany, Chemicals & Plastics) 1.0 0.4

Tractebel Capital Shares
(Belgium, Electric Utility) 1.0 -

Manweb PLC
(United Kingdom, Electric Utility) 1.0 -

Sony Corp.
(Japan, Consumer Electronics) 0.9 0.5

Empresa Nacional de Electricidad SA sponsored ADR
(Spain, Electric Utility)
0.8 0.7

Eridania Beghin SAY Group Ord.
(France, Foods) 0.8 0.2

Colonia Konzern AG
(Germany, Insurance) 0.8 0.5

Sekisui House Ltd.
(Japan, Construction) 0.8 0.4

</TABLE>

TOP TEN INDUSTRIES
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Finance 15.2 11.1

Utilities 12.7 4.9

Basic Industries 9.1 7.9

Durables 7.2 7.0

Nondurables 7.1 8.7

Retail and Wholesale 5.6 6.0

Technology 5.4 4.4

Industrial Machinery and Equipment 4.7 2.7

Construction and Real Estate 4.4 4.6

Energy 3.8 3.9

DIVERSIFIED INTERNATIONAL
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 85.4%
SHARES VALUE (NOTE 1)
ARGENTINA - 0.6%
Banco de Galicia Y Buenos Aire SSA
schneider sponsored ADR
representing Class B shares 30,000 $ 967,500 05953820
Telecom Argentina Stet France (b) 150,000 672,303 90899992
1,639,803
AUSTRALIA - 4.9%
Adelaide Brighton Cement Ord. 350,000 512,948 00699692
Alcan Australia Ltd. (b) 290,000 295,614 06099G92
Australia & New Zealand Banking
Group Ltd. 502,923 1,454,217 05252810
Australian Gas Light Co. 56,210 167,027 02699092
Burns Philp & Co. 61,397 175,895 12239310
Caltex Australia Ltd. 280,000 496,224 13199392
Delta Gold (b) 200,000 505,018 24763810
Email Ltd. 250,000 836,145 29099292
Gold Mines Kalgoorlie 400,000 298,480 38065310
Heath (CE) International Holdings 100,000 119,925 42299992
Leighton Holdings 225,000 340,288 52503210
Metal Manufactures Ltd. 200,000 493,026 60199B92
Mount Leyshon Gold Mines (b) 120,000 467,707 62199192
Normandy Poseidon Ltd. 302,651 528,302 68999192
North Flindes Mines Ltd. (b) 75,000 619,612 65940091
Poseidon Gold Ltd. 200,000 514,346 36899192
QUF Industries Ltd. 124,300 303,103 74899A92
Qct Resources Ltd. 507,751 585,239 74692099
Santos Ltd. 300,114 835,796 80302110
Sons of Gwalia 100,000 596,294 83568810
Tubemakers of Australia Ltd. 100,000 229,856 91599092
Wattyl Ltd. 36,065 174,205 94299D92
Wesfarmers Ltd. 60,000 306,608 95099192
Westpac Banking Corp. 500,000 1,509,055 96121410
Westralian Sands Ltd. 145,700 276,657 96199A22
12,641,587
AUSTRIA - 0.2%
Verbund Gesellschaft 10,000 605,470 92299999
BELGIUM - 1.2%
BARCO Electronics (b) 3,500 201,840 06799B92
Delhaize 13,000 471,948 24650010
Tractebel Capital Shares 10,000 2,553,893 92099A92
3,227,681
BRAZIL - 0.2%
Telebras PN (Pfd. Reg.) 21,000,000 669,270 95499792
CANADA - 4.9%
American Barrick Resources Corp. 10,600 286,985 02451E10
Baton Broadcasting (b) 48,000 236,283 07123240
CFCF, Inc. 13,300 167,452 12520510
CGC, Inc. 35,000 208,736 12527K10
Cambior, Inc. 25,000 312,393 13201L10
Cambridge Shopping Centres Ltd. 43,000 541,387 13250910
Canadian Pacific Ltd. Ord. 40,000 677,799 13644030
Dreco Energy Services Ltd. Class A (b) 20,000 395,000 26152820
FCA International Ltd. (b) 120,000 308,986 30290110
Gulf Canada Corp. (b) 45,000 170,397 40218L30
Horsham Corp. 18,000 240,259 44090710
Hudsons Bay Co. Ord. 40,000 1,117,044 44420410
Intera Information Technologies Corp.
Class A (b) 29,600 201,749 45837K10
Kaufel Group Ltd. Class B (b) 25,000 160,930 48614M20
Lac Minerals Ltd. 15,000 109,338 50545810
London Insurance Group, Inc. 59,100 1,152,505 54183010
Maax, Inc. (b) 35,000 311,447 57777C10
MaClean Hunter Ltd. 50,000 454,390 55474980

SHARES VALUE (NOTE 1)

Midland Walwyn, Inc. (b) 220,000 $ 1,957,666 59780110
Noranda, Inc. 25,700 435,486 65542210
Norcen Energy Resources Ltd. 14,000 222,651 65549285
Onex Corp. (sub. vtg.) 30,000 369,192 68272K10
Placer Dome, Inc. 20,000 490,363 72590610
Sceptre Resources Ltd. (b) 22,000 249,915 80621470
Seagram Co. Ltd. 10,000 287,781 81185010
TVX Gold, Inc. (b) 150,000 851,982 87308K10
Talisman Energy, Inc. (b) 9,000 198,512 87425E10
Total Petroleum (North America) Ltd. (b) 25,000 291,094 89150810
United Westburne Industries Ltd. (b) 90,000 400,432 91319710
12,808,154
FINLAND - 1.9%
Cultor Oy Series II Ord. 30,000 739,203 23099093
Instrumentarium Class B (b) 21,000 1,284,559 45780510
Lassila & Tikahoja OY 14,000 410,094 66899D22
Metsa Serla B 9,000 375,288 59299992
Nokia AB free shares 8,400 470,402 65599992
Repola OY 70,000 1,033,677 75999A92
Tietotehdas OY B 6,000 713,356 93999892
5,026,579
FRANCE - 8.8%
Alcatel Alsthom CGE 15,000 1,970,877 01390492
Assurances Generales (Reg.) 10,000 1,230,952 04557510
BNP CI 6,400 307,213 05599910
BNP CI Ord. 1,900 93,134 05599996
BNP CI (warrants) (b) 6,400 10,620 05599995
Bertrand Faure SA 3,700 300,711 08599392
Bollore Technologies SA (b) 6,200 402,486 09799E92
Bollore Technologies (rights) (b) 6,200 13,122 09799E93
CGIP 5,000 1,096,343 12506610
Credit Commercial France Ord. 5,000 233,661 22499392
Credit Local De France (c) 21,000 1,633,491 22699892
Credit Lyonnais CI 1,600 201,016 22799392
de Dietrich et CIE 1,000 328,649 24699293
Dollfus Mieg & CIE (DMC) 4,900 263,419 25699392
ETEX SA 520 189,299 29799595
Elf Aquitaine 4,000 311,141 28627199
Elf Sanofi SA 400 66,983 91399A92
Eridania Beghin SAY Group Ord. (b) 14,072 2,061,002 07720310
Essilor International SA 10,000 1,070,098 29728599
Eurafrance (Societe) 800 305,723 29899892
Europeene De Prop (Sep) 9,455 454,660 29899792
Financiere Bank de Suez Cie 2,000 118,388 31799110
Fromageries Bel 200 169,997 35899992
Fructivie SA 1,600 239,756 33099092
Generale des Eaux 450 208,618 37099210
IDIA-Inst de Devel des Ind Agr 10,000 405,520 45199D22
Interbail 1,200 113,376 46299692
Lafarge Coppee 3,477 254,328 50586310
Pechiney International 5,400 191,551 71099094
Pernod-Ricard 15,000 1,079,157 71404310
Pinault Printemps SA 2,600 371,995 72199393
Rhone Poulenc SA Class A 8,800 227,823 76242695
Schneider SA (b) 23,000 1,423,383 80687410
Schneider SA units (b) 3,833 272,905 80687492
Societe Generale Class A 10,000 1,176,769 83357799
Sovac 2,000 535,049 84599K22
Thomson C.S.F 20,000 554,352 88431610
Total Compagnie Francaise des Petroles
Class B (b) 11,228 626,418 20434510
UIC (Union Inds de Credit) (b) 5,081 468,870 90299E92
Valeo SA 1,500 276,583 91899010
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FRANCE - CONTINUED
Vallourec (b) 18,000 $ 632,408 92017610
Zodiac SA 3,000 868,100 96599492
22,759,946
GERMANY - 9.1%
Altana Industrie-Aktien 740 259,418 02199C92
Andrea Noris Zahn 3,530 726,583 03499892
Ava Alg Handels Verbrauchen 700 369,547 05399692
BASF AG 798 131,355 05526230
BMW (b) 399 148,751 05528310
Bayer AG 13,500 2,560,103 07273010
Beiersdorf AG 600 284,723 07799392
Berliner Kraft & Licht Class A 4,312 572,938 08453910
Berlinger Bank AG 1,000 250,912 10899492
Bremer Vulkan AG 10,000 580,123 10689999
Colonia Konzern AG 2,500 2,034,582 19619991
Commerzbank AG 3,000 608,951 20259710
Continental Gummi-Werke AG (b) 875 125,760 21199010
Deutsche Bank AG 8,000 4,011,270 25152592
Didier-Werke AG 2,700 240,235 25399892
Douglas Holdings AG 1,200 434,914 25950099
Dresdner Bank AG Ord. 247 63,807 26156110
Hapag-Lloyd AG (b) 700 176,884 41199092
Herlitz AG 4,000 842,305 42799392
Hoechst AG Ord. 770 130,400 43439010
Holsten Brauerei AG 2,666 830,234 43899D92
Hutschenreuther AG 946 168,062 44899E22
IKB AG (Deut Industriebank) 6,200 1,141,917 45999992
Karstadt AG 3,000 1,071,270 48576499
Kaufhof AG 2,000 677,996 48615210
Kunert AG 737 156,943 50499792
Pfaff (GM) Ord. (b) 8,000 901,622 71699592
Rosenthal AG 7,300 1,255,746 77774310
Schneider Rundfunk Ord. (b) 5,000 637,661 80799692
Siemens AG 230 98,775 82619710
Thyssen AG Ord. 10,000 1,408,785 88629110
Veba Vereinigte Elektrizetaets &
Bergwerks AG Ord. 1,000 278,317 92239110
Vereinigte Elekt West 3,000 486,342 92399A92
23,667,231
HONG KONG - 1.1%
Cafe De Coral Holdings Ltd. 500,000 362,340 12799092
Culturecom Holdings Ltd. 2,770,000 699,009 23099322
Giordano Holdings Ltd. Ord. 26,000 16,655 37599592
Gold Peak Industries Ltd. 800,000 380,456 38074499
Great Eagle Holdings Ltd. 300,000 193,140 39099394
Jardine Matheson & Co. Ltd. Ord. 3,060 29,303 47111510
Johnson Electric Industrial
Manufacturing Ltd. (c) 154,500 369,880 47899999
New World Development Co. 10,119 35,094 65171310
Shun Tak Holdings Ltd. 107,244 127,679 82799192
Sing Tao Holdings Ltd. 210,000 323,389 82877099
Sun Hung Kai Properties Ltd. 5,000 34,293 86676H10
World International Holdings 75,000 160,142 98150010
2,731,380
INDIA - 0.4%
ITC Ltd:
GDR (c) 12,000 210,000 45031810
(warrants) (b) (c) 4,000 21,000 45031811
Southern Petrochemical Industries
GDS (b) 67,000 737,000 84361310
968,000

SHARES VALUE (NOTE 1)
IRELAND - 1.0%
Allied Irish Bank 20,000 $ 84,149 01908810
Bank of Ireland U.S. Holdings, Inc. 88,000 366,346 06278793
Crean (James) Ltd. Ord. 100,000 412,853 22699D25
Elan PLC ADR 12,400 474,300 28413120
IAWS Group PLC A (U.K. Reg.) 300,000 311,115 45399H23
Independent News (b) 88,333 484,202 45399E92
Smurfit (Jeff) Group PLC (U.K.) 80,000 267,855 84699793
Waterford Wedgwood PLC (1 Ord.
1 Income share) (b) 280,000 163,853 94151393
2,564,673
ISRAEL - 0.3%
ECI Telecom Ltd. 2,400 117,000 26825810
Fourth Dimension Software 30,000 660,000 35199792
777,000
ITALY - 1.4%
Banco Lariano 32,000 86,933 06099792
Credito Fondiario Spa 28,000 62,963 22599692
Fiat Rinascente (rights) (b) 35,000 53 31599C96
Fiat Spa 35,000 79,235 31562110
Fiat SPA Ord (rights) (b) 35,000 42,245 31599C94
Fochi Filippo Spa 20,000 97,240 34499692
Gemina Ord. 180,000 156,434 36899692
Recordati Ind Chimica Spa 33,500 150,662 75624092
SIP Spa 726,010 1,572,552 78401792
Stet Societa Finanziaria Telefonica
Spa Ord. 564,000 1,422,504 85982510
3,670,821
JAPAN - 18.5%
Aisin Seiki Co. Ltd. 50,000 529,710 00999999
Akita Bank 100,000 723,169 00999692
Aoyama Trading Co. Ord. 16,000 1,196,868 03799092
Aplus Co. Ltd. 150,000 848,457 03899A92
Bando Chemical Industries 101,000 582,460 06099392
Canon, Inc. 100,000 1,372,639 13780199
Citizen Watch Co. Ltd. Ord. 60,000 527,867 17560010
Daido Hoxan Corp. 94,000 463,288 46699292
Daidoh Ltd. 150,000 1,271,304 56299292
Daisue Construction 100,000 432,980 25999292
Daiwa Securities 10,000 128,052 23499010
Ezaki Glicko Co. 75,000 822,202 30199492
Fuji Oil Co. Ltd. 100,000 847,536 35999310
Fuji Photo Film Co. Ltd. 19,000 442,837 35958610
Fukutoku Bank 142,000 601,750 38199692
Futaba Corp. 50,000 1,547,674 36399292
Futaba Industrial Co. Ltd. 24,000 400,184 38299192
Hanshin Elec. Railway Co. Ltd. 76,000 357,071 41899492
Hisamitsu Pharmaceutical Co. 70,000 581,022 46699092
Hitachi Ltd. 77,000 610,751 43357810
Honda Motor Co. Ltd. 11,000 161,124 43812810
House Food Industrial 14,000 334,040 44144610
Japan Securities Finance Co. Ltd. 25,000 368,494 47200099
Japan Synthetic Rubber Co. Ltd. 28,000 135,421 73599292
Kao Corporation 100,000 1,160,755 48599210
Kasumi Stores 80,000 724,459 48599310
Kimmon Manufacturing Co. 60,000 332,197 49499292
Kinsho-Matachi Corp. (b) 40,000 162,874 49799292
Kirin Brewery Co. Ltd. 50,000 580,377 49712510
Konica Corp. 109,000 721,981 50046M10
Kyotaru Co. 50,000 423,768 76999092
Matsushita Electric Industrial Co. Ltd. 210,000 2,843,851 57687910
Matsuya Denki Co. Ltd. 60,000 409,581 57699890
Mitsubishi Motors Corp. 50,000 378,167 60899692
Nakayama Steel Works Ltd. 100,000 635,652 62999310
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
JAPAN - CONTINUED
Nissan Motor Co. Ltd. Ord. 28,000 $ 194,749 65474491
Nissei Sangyo 100,000 1,243,667 66699592
Oak & Co. Ltd. 60,000 436,665 83699092
Ohbayashi Corp. 100,000 596,960 67090410
Omron Corp. 100,000 1,280,516 68215110
Pokka Corp. 50,000 690,926 73299999
RICOH Co. Ltd. Ord. 200,000 1,319,208 76565999
Renown Look, Inc. 70,000 709,351 75999J22
Rinnai Corp. Ord. 15,000 425,610 76681999
SXL Corp. 40,000 538,001 93599392
Sekisui Chemical 100,000 958,084 81699210
Sekisui House Ltd. 150,000 1,989,867 81607810
Shintokogio Ltd. 80,000 519,576 97199392
Sony Corp. 50,000 2,266,237 83569999
Sumitomo Rubber Industries 17,000 137,034 86699892
Takasago Thermal Engineering Co. 40,000 608,015 87699892
Takeda Chemical Industries Ltd. 100,000 1,216,030 87405810
Takuma Co. Ltd. 70,000 767,388 87406099
Toda Construction 60,000 439,429 88899020
Toenec Corporation (b) 50,000 704,744 96599592
Tokyo Style Co. Ltd. 30,000 549,977 88999410
Toshiba Corp. 200,000 1,286,044 89149310
Toyoda Boshoku Corp. 150,000 605,251 89799B92
Toyoda Gosei Co. 59,000 492,437 90399292
Toyota Motor Corporation 12,000 207,831 89399999
Toyota Tsusho 20,000 145,187 90399792
Uny Co. Ltd. 39,000 492,215 91529010
Yamaha Motor Co. Ltd. (b) 100,000 745,279 98456092
Yamaichi Securities 12,000 85,122 98499210
Yamatake Honeywell Co. Ltd. 130,000 1,784,431 98491099
Zenitaka Corp. 150,000 1,037,770 64099292
48,134,163
KOREA (SOUTH) - 0.5%
Korea Liberalization Fund IDR (b) 40,000 246,000 50599F92
Samsung Electronics Co. Ltd.:
GDR (b) (c) 1,516 38,658 79605030
GDR representing shares
(non vtg.) (b) (c) 30,000 967,500 79605040
1,252,158
LUXEMBOURG - 1.1%
Minorco SA ADR 100,000 1,812,500 60434020
Scandinavian Broadcasting Corp. (b) 49,600 979,600 80699E92
2,792,100
MALAYSIA - 0.1%
Granite Industries BHD 50,000 281,690 38799522
MEXICO - 0.4%
Cemex SA, Series B (b) 15,500 359,026 15299293
Cifra SA Class C (b) 60,000 143,770 17178594
Fomento Economico Mexicano SA
(FEMSA) B 45,000 231,470 34441892
Grupo Carso SA De CV Class A-1 (b) 32,000 246,390 40099594
Grupo Financiero Bancomer SA De CV
sponsored ADR, Series C (c) 6,000 175,500 40048610
1,156,156
NETHERLANDS - 1.5%
Akzo NV:
Ord. 7,000 662,847 01019910
sponsored ADR 2,300 109,825 01019930
Bols Wessanen NV (KON) (b) 3,000 67,019 50046V92
Borsumij Wehry NV 5,100 311,091 09985610

SHARES VALUE (NOTE 1)

IHC Caland NV 6,800 $ 140,058 56299392
Internatio-Muller NV 3,100 130,156 46098999
International Nederlanden Groep CVA 10,000 434,117 46099892
KLM Royal Dutch Airlines Ord. (b) 7,500 157,248 48251620
MacIntosh Confectionary Works (b) 13,400 392,765 58199292
Nijverdal-Ten Cate 4,627 209,663 67077010
Philips Electronics 5,000 103,248 71833799
Philips NV (b) 5,000 104,375 71833750
Textielgroep Twenthe NV 6,800 269,342 88399F22
Twentsche Kabel Holding NV 3,800 393,346 91030099
Volmac Software Groep NV 27,700 326,227 92899292
3,811,327
NETHERLANDS ANTILLES - 0.1%
Intrum Justitia NV (Reg.) 160,000 293,930 46299292
NEW ZEALAND - 1.3%
Brierley Investments Ltd. 2,504,000 1,775,636 10901410
Fletcher Challenge Ltd. (Reg.) 580,000 1,317,412 33999592
Fortex Group Ltd. 135,000 71,050 34999492
Lion Nathan Ltd. 197,500 363,258 53699692
3,527,356
NORWAY - 1.4%
Bergesen Group Class A 50,000 1,018,814 08399010
Bonheur AS 14,000 260,545 09799399
Color Lines 103,100 343,130 19699492
Ganger Rolf 14,000 260,545 36472010
Hafslund Nycomed:
Series B 4,000 76,615 40502992
sponsored ADR B 10,000 190,000 40502940
Helikopter Services 15,000 213,951 42499192
Norsk Hydro AS ADR (b) 15,000 450,000 65653160
Orkla AS Class B (non-vtg.) 4,000 147,796 39299192
Smedvig Tankships Ltd. Ord. (c) 40,000 425,000 83169E20
Unitor AS 10,500 146,200 91699392
3,532,596
PANAMA - 0.2%
Banco Latino Americano de
Exportaciones SA Class E 10,000 435,000 06199A92
PHILIPPINES - 0.2%
First Philippine Fund 25,000 421,875 33610010
PORTUGAL - 0.1%
Banco Portuguese Inv. Ord. 7,000 207,422 05999G93
SINGAPORE - 0.3%
Hour Glass Ltd. 732,500 775,820 44199E22
SOUTH AFRICA - 1.3%
Anglo American Corp. (Reg.) (b) 6,500 216,152 03486110
Barlow Rand Ltd. Ord. (b) 20,000 191,211 06768010
De Beers Consolidated Mines Ltd. ADR 16,000 318,000 24025330
Gencor Ltd. (Reg.) (b) 100,000 225,653 36868193
Impala Platinum Holdings Ltd. ADR 20,000 217,500 45255320
Rembrandt Group Ltd. (b) 30,000 190,974 75999L22
Rustenberg Platinum Holding Ltd. ADR 63,000 992,250 78307820
Sasol, Ltd. (b) 45,000 194,002 80386610
South African Brewers Ltd. 12,000 188,124 83621692
Standard Bank Investment Corp. (b) 10,000 224,466 85399A22
Vaal Reefs Exploration & Mining Co.
Ltd. ADR 40,000 335,000 91850640
3,293,332
SPAIN - 3.5%
Acerinox SA (Reg.) 1,500 101,111 00499192
Banco de Andalucia (Reg.) 2,000 245,926 08599193
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SPAIN - CONTINUED
Banco Bilbao Vizcaya SA (Reg.) Ord. 3,500 $ 89,574 05945891
Banco de Santander Ord. (Reg.) (b) 4,000 210,074 05957410
Banco de Santander SA de Credito ADR 5,000 259,375 05957420
Banco Popular Espanol 2,500 324,074 05999110
Corporacion Bancaria de Espana SA
sponsored ADR (b) 20,000 445,000 21991310
Electric Zaragosa 7,500 156,667 29599192
Empresa Nacional de Electricidad SA
sponsored ADR 45,000 2,109,375 29244720
Gas Y Electricidad 2,500 105,185 37420099
Hidro Cantabrico 40,000 893,333 42899999
Iberdrola SA 26,000 171,215 45499892
Moulinex-Expana SA 3,000 67,778 62499592
Repsol SA sponsored ADR 63,000 1,866,375 76026T20
Telefonica De Espana SA sponsored ADR 50,000 1,943,750 87938220
8,988,812
SWEDEN - 1.0%
Astra A Free 20,500 448,814 04632292
Ericsson (L.M.) Telephone Co.
Class B ADR 22,000 1,232,000 29482140
Frontline (b) 114,000 376,468 35999F22
Svenska Handelsbanken (b) 30,000 410,959 86959991
2,468,241
SWITZERLAND - 4.4%
Also Holding AG part. cert. (b) 2,000 616,932 02199F92
Baer Holding AG 400 415,759 05699B92
Bank of International Settlements 100 643,755 06299B22
Bucher Holding AG (Bearer) 500 1,274,099 08699292
Ciba-Geigy AG (Reg.) 320 165,874 17199492
Ciba Geigy Corp. (warrants) (b) 120 531 17199494
Eg Laufenburg (Bearer) (b) 420 540,754 26899592
Fotolabo Club SA (Bearer) 40 80,469 35099592
George Fischer AG (Bearer) (b) 700 460,017 33771110
Industrieholding Cham AG (Reg.) 1,200 812,741 85599922
Lindt and Spruengli PC 200 211,903 53599392
Nestle SA (Reg.) (b) 1,456 1,156,989 64106992
Prodega AG (Bearer) 1,000 784,577 74599992
Roche Holdings Division
(rights certificates) (b) 300 1,156,748 77157092
Sandoz PC 100 245,096 80005220
Sulzer Gebrueder PC 1,000 515,004 86557799
Swiss Bank Corp. (Bearer) (b) 408 137,345 87083610
Swiss Reinsurance Corp. PC (b) 1,000 500,251 87099310
Swissair (Reg.) 178 82,957 87079592
Union Bank of Switzerland Ord. (Bearer) 176 154,018 90530910
Winterthur Schweiz (Bearer) (b) 1,000 546,521 97629993
Zurich Versicherungs (Bearer) (b) 1,000 916,010 99499592
11,418,350
THAILAND - 0.1%
C.P. Feedmill Co. (For. Reg.) 40,000 265,193 16119999
UNITED KINGDOM - 13.1%
Amstrad 600,000 426,672 03299110
Antofagasta Holdings PLC 40,000 574,822 03799492
Associated British Foods Ltd. Ord. (b) 100,000 731,120 04551910
B.A.T. Industries PLC Ord. 101,748 752,191 05527010
British Petroleum PLC:
ADR 20,000 1,245,000 11088940
Ord. 99,488 514,397 11088910
British Steel PLC Ord. 90,000 172,336 11101510
Burton Group PLC Ord. 620,000 688,901 12304910
Cattles Holdings 333,896 717,269 14999B22
Clinton Cards PLC 150,000 360,004 18799292

SHARES VALUE (NOTE 1)

East Midland Electricity PLC 50,000 $ 435,190 27365394
Eurotherm International PLC 13,000 120,757 29899992
Finlay (James) PLC 144,500 166,980 31799F92
Goal Petroleum Ord. 220,000 205,337 37199192
Granada Group 29,522 206,875 38480310
Guinness PLC Ord. 100,000 644,453 40203310
Hanson Trust PLC sponsored ADR 40,000 805,000 41135230
Hazlewood Foods Ord. 130,200 360,707 42199292
Imperial Chemical Industries Ord. 50,000 530,377 45270440
Invesco Mim PLC 200,000 506,674 46199C92
Kleinwort Benson Group Ord. 77,420 607,898 49801810
Lex Service Ord. 20,000 115,557 52884999
Lilley PLC 300,000 16,668 53299692
Linx Printing Technology 59,000 55,068 53699992
Lloyds Chemists PLC (b) 120,000 486,228 54099092
London Electricity PLC 100,000 899,271 54181095
London International Group 200,000 494,572 54183310
Lonrho Ltd. Ord. 153,221 293,961 54337410
Low (William) Ord. 54,000 130,402 54799010
Mansfield Brewery 28,000 87,112 56499992
Manweb PLC 250,000 2,468,550 56508495
Northern Electricity PLC 190,000 1,831,060 68499B92
Northumbtian Water Group PLC Ord. 80,459 800,428 67299295
Norweb PLC 190,000 1,829,652 66934493
Oriflame International SA 30,000 144,891 68620299
Owners Abroad Group 115,000 146,520 69199193
Paterson Zochonis 30,000 203,114 70399210
Premier Consolidated Oilfields Ltd.
Ord (b). 408,500 157,350 74047810
Provident Financial Group 63,194 400,234 74399592
Seeboard PLC 190,000 1,883,136 81570594
Severn Trent PLC Ord. (b) 100,000 800,751 82999895
South Wales Electricity PLC 100,000 989,642 84060794
South West Water PLC Ord. (b) 50,000 430,376 83999295
Southend Property Hldgs. Ord. 225,000 286,670 84199692
Southern Electric PLC 100,000 924,456 84280994
Southern Water PLC Ord. 201,483 1,713,373 84499095
Standard Chartered Bank 60,461 947,234 85256810
Tesco PLC Ord. (b) 44,939 135,152 88157510
Unigate Ltd. Ord. 180,000 1,005,347 90475010
Vodafone Group PLC 176,757 1,448,117 92857T92
Vsel Consortium PLC 50,000 629,637 91828599
Welsh Water PLC Ord. 50,000 488,895 94999395
Wimpey George PLC 93,000 239,047 97263310
Yorkshire Water Ord. (b) 100,000 814,825 98899595
34,070,256
UNITED STATES OF AMERICA - 0.3%
Rhone Poulenc Rorer, Inc. 20,000 900,000 76242T10
TOTAL COMMON STOCKS
(Cost $202,344,366) 221,783,372
PREFERRED STOCKS - 2.4%
CONVERTIBLE PREFERRED STOCKS - 0.1%
AUSTRALIA - 0.1%
TNT Ltd. 8% 141,000 145,609 93599293
NONCONVERTIBLE PREFERRED STOCKS - 2.3%
AUSTRIA - 0.5%
Creditanstaldt Bank 17,000 1,167,691 22539210
PREFERRED STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED
BELGIUM - 0.1%
Cockerill Sambre SA Pfd. 100,000 $ 378,965 19199392
CANADA - 0.4%
Trilon Financial Corp. Class 1, Series A 120,000 1,090,537 89590330
GERMANY - 1.2%
Fresenius AG 550 159,860 35899B92
Hornback Holdings AG 1,600 1,798,499 44050799
RWE AG 1,000 227,422 76204599
Wella AG 2,000 1,014,325 94599999
3,200,106
ITALY - 0.1%
Danieli & C Spa N/C Risp 60,000 203,475 23599610
TOTAL NONCONVERTIBLE PREFERRED STOCKS 6,040,774
TOTAL PREFERRED STOCKS
(Cost $5,246,819) 6,186,383
CORPORATE BONDS - 0.6%
PRINCIPAL
AMOUNT (A)
CONVERTIBLE BONDS - 0.5%
CANADA - 0.5%
Brascan Ltd. 7%, 10/15/02 CAD 2,000,000 1,238,214 105502AA
NONCONVERTIBLE BONDS - 0.1%
CANADA - 0.1%
Stelco, Inc. 10 7/8%,
9/15/94 CAD 500,000 371,086 8585258Y
TOTAL CORPORATE BONDS
(Cost $1,606,578) 1,609,300
REPURCHASE AGREEMENTS - 11.6%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due 11/1/93 $ 30,066,415 30,059,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $239,256,763) $ 259,638,055
CURRENCY TYPE ABBREVIATIONS
CAD - Canadian dollar
LEGEND
1. Principal amount is stated in United States dollars unless otherwise
noted.
2. Non-income producing
3. 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 $3,841,029 or1.5% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities, during
the year ended October 31, 1993, aggregated $227,502,574 and $58,961,339,
respectively.
Brokerage commissions received by FBSI, an affiliate of the fund's
investment adviser, from portfolio transactions during the year ended
October 31, 1993, amounted to $4,142. (See Note 3 of Notes to the Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1993 the aggregate cost of investment securities for income
tax purposes was $239,316,189. Net unrealized appreciation aggregated
$20,321,866, of which $25,442,367 related to appreciated investment
securities and $5,120,501 related to depreciated investment securities.
The fund hereby designates $511,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$1,954,310 or $0.09 per share. Taxes paid to foreign countries were
$315,045 or $0.01 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Aerospace and Defense 0.9%
Basic Industries 9.1
Conglomerates 2.5
Construction and Real Estate 4.4
Durables 7.2
Energy 3.8
Finance 15.2
Health 3.7
Industrial Machinery and Equipment 4.7
Media and Leisure 1.8
Nondurables 7.1
Precious Metals 2.4
Repurchase Agreements 11.6
Retail and Wholesale 5.6
Services 0.1
Technology 5.4
Transportation 1.8
Utilities 12.7
100.0%
DIVERSIFIED INTERNATIONAL
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $30,059,000)
(cost $239,256,763) $ 259,638,055
(Notes 1 and 2) - See accompanying schedule

Receivable for investments sold 7,400,714

Receivable for fund shares sold 3,174,689

Dividends receivable 605,131

Interest receivable 10,457

TOTAL ASSETS 270,829,046

LIABILITIES

Payable to custodian bank $ 8,139

Payable for investments purchased 9,335,046

Payable for fund shares redeemed 5,996,272

Accrued management fee 155,400

Other payables and accrued expenses 305,335

TOTAL LIABILITIES 15,800,192

NET ASSETS $ 255,028,854

Net Assets consist of:

Paid in capital $ 232,240,501

Undistributed net investment income 893,244

Accumulated undistributed net realized gain (loss) on investments 1,513,817

Net unrealized appreciation (depreciation) on investment securities 20,381,292

NET ASSETS, for 22,537,583 shares outstanding $ 255,028,854

NET ASSET VALUE, offering price and redemption price per share ($255,028,854 (divided by)
22,537,583 shares) (Note 3) $11.32

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED OCTOBER 31, 1993

INVESTMENT INCOME $ 2,377,750
Dividends

Interest 683,516

3,061,266

Less foreign taxes withheld (Note 1) (315,045
)

TOTAL INCOME 2,746,221

EXPENSES

Management fee (Note 3) $ 902,601
Basic fee

Performance adjustment (27,280
)

Transfer agent fees (Note 3) 486,053

Accounting fees and expenses 80,790
(Note 3)

Non-interested trustees' compensation 569

Custodian fees and expenses 148,279

Registration fees 136,844

Audit 18,955

Legal 683

Miscellaneous 36

TOTAL EXPENSES 1,747,530

NET INVESTMENT INCOME 998,691

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

Investment securities 3,643,268

Foreign currency contracts (1,109,106 2,534,162
)

Change in net unrealized appreciation (depreciation) on investment securities 24,127,201

NET GAIN (LOSS) 26,661,363

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 27,660,054

OTHER INFORMATION

Accounting fees paid to FSC (Note 3) $79,778

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS YEAR ENDED DECEMBER 27,
OCTOBER 31, 1991
1993 (COMMENCEMEN
T
OF OPERATIONS)
TO
OCTOBER 31,
1992

Operations $ 998,691 $ 319,884
Net investment income

Net realized gain (loss) on investments 2,534,162 (1,020,345
)

Change in net unrealized appreciation (depreciation) on investments 24,127,201 (3,745,909
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 27,660,054 (4,446,370
)

Distributions to shareholders from net investment income (425,331 -
)

Share transactions 368,965,606 60,695,967
Net proceeds from sales of shares

Reinvestment of distributions from net investment income 411,649 -

Cost of shares redeemed (178,021,677 (19,811,044
) )

Net increase (decrease) in net assets resulting from share transactions 191,355,578 40,884,923

TOTAL INCREASE (DECREASE) IN NET ASSETS 218,590,301 36,438,553

NET ASSETS

Beginning of period 36,438,553 -

End of period (including undistributed net investment income of $893,244 and $319,884,
respectively) $ 255,028,854 $ 36,438,553

OTHER INFORMATION
Shares

Sold 35,207,206 6,445,020

Issued in reinvestment of distributions from net investment income 48,543 -

Redeemed (17,022,973 (2,140,213
) )

Net increase (decrease) 18,232,776 4,304,807

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C>
SELECTED PER-SHARE DATA YEAR ENDED DECEMBER 27,
OCTOBER 31, 1991
1993 (COMMENCEMEN
T
OF OPERATIONS)
TO
OCTOBER 31,
1992

Net asset value, beginning of period$ 8.46 $ 10.00

Income from Investment Operations

Net investment income .07 .07

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

Total from investment operations 2.96 (1.54)

Less Distributions

From net investment income (.10) -

Net asset value, end of period $ 11.32 $ 8.46

TOTAL RETURN #(double dagger) 35.38% (15.40)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000
omitted) $ 255,029 $ 36,439

Ratio of expenses to average
net assets(double dagger) 1.47% 2.00%*

Ratio of expenses to average net
assets before expense reductions
(double dagger) 1.47% 2.34%*

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

Portfolio turnover rate 56% 56%*

* ANNUALIZED
# TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(double dagger) 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 WOULD HAVE BEEN LOWER HAD THE ADVISER NOT REDUCED EXPENSES.

</TABLE>

INTERNATIONAL GROWTH AND INCOME
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). International
Growth and Income has a 2% sales charge, which has been waived through May
31, 1994.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED PAST 1 PAST 5 LIFE OF
OCTOBER 31, 1993 YEAR YEARS FUND

International Growth and
Income 32.94% 61.10% 91.72%

International Growth and
Income (incl. 2% sales
charge) 30.28% 57.88% 87.89%

Morgan Stanley EAFE Index 37.46% 20.28% 80.95%

Average International Fund 33.41% 57.11% 94.14%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - one year, five years, or since the fund started on
December 31, 1986. You can compare the fund's figures to the performance of
the Morgan Stanley EAFE index - a broad measure of the performance of
stocks in Europe, Australia, and the Far East. You can also compare the
fund's performance to the average international fund, which reflects the
performance of 152 funds with similar objectives tracked by Lipper
Analytical Services. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED PAST 1 PAST 5 LIFE OF
OCTOBER 31, 1993 YEAR YEARS FUND

International Growth and
Income 32.94% 10.01% 9.98%

International Growth and
Income (incl. 2% sales
charge) 30.28% 9.56% 9.66%

Morgan Stanley EAFE Index 37.46% 3.76% 9.06%

Average International Fund 33.41% 9.18% 9.93%

AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
$10,000 OVER LIFE OF FUND
International Growth & Income (305) EAFE
12/31/86 9800.00 10000.00
01/31/87 10456.60 11091.44
02/28/87 10917.20 11423.38
03/31/87 11387.60 12359.45
04/30/87 11828.60 13667.22
05/31/87 11907.00 13667.17
06/30/87 12024.45 13231.74
07/31/87 12525.06 13208.62
08/31/87 12868.62 14199.03
09/30/87 12976.78 13975.49
10/31/87 10259.33 11956.28
11/30/87 9993.50 12135.62
12/31/87 10616.00 12495.97
01/31/88 10240.74 12719.07
02/29/88 10704.88 13566.88
03/31/88 11169.02 14401.06
04/30/88 11465.28 14610.33
05/31/88 11317.15 14141.98
06/30/88 11188.77 13769.22
07/31/88 11188.77 14201.21
08/31/88 10635.75 13277.87
09/30/88 11020.89 13858.05
10/31/88 11662.79 15043.77
11/30/88 11870.17 15939.87
12/31/88 11843.61 16028.75
01/31/89 12064.61 16310.76
02/28/89 12104.79 16394.60
03/31/89 12104.79 16072.84
04/30/89 12406.16 16221.91
05/31/89 12054.56 15339.38
06/30/89 12094.75 15081.17
07/31/89 13239.93 16974.95
08/31/89 13059.11 16211.52
09/30/89 13581.48 16949.99
10/31/89 12928.52 16268.98
11/30/89 13410.70 17086.82
12/31/89 14108.24 17717.27
01/31/90 13864.30 17058.04
02/28/90 13376.40 15867.48
03/31/90 13366.24 14214.47
04/30/90 13335.75 14101.66
05/31/90 14199.72 15710.68
06/30/90 14646.96 15572.31
07/31/90 15327.98 15791.65
08/31/90 14016.76 14258.15
09/30/90 12664.89 12271.07
10/31/90 13935.45 14183.13
11/30/90 13620.35 13346.50
12/31/90 13652.87 13562.71
01/31/91 14135.97 14001.39
02/28/91 14934.14 15502.33
03/31/91 14398.53 14571.68
04/30/91 14619.08 14714.78
05/31/91 14598.07 14868.32
06/30/91 13894.42 13775.78
07/31/91 14377.53 14452.61
08/31/91 14325.01 14159.11
09/30/91 14787.11 14957.10
10/31/91 14692.59 15169.13
11/30/91 14283.01 14460.97
12/31/91 14750.27 15207.78
01/31/92 14729.00 14882.94
02/29/92 14750.27 14350.25
03/31/92 14271.71 13402.90
04/30/92 14899.16 13466.61
05/31/92 15569.14 14368.01
06/30/92 15420.26 13686.50
07/31/92 14920.43 13336.22
08/31/92 15186.29 14172.68
09/30/92 14931.06 13892.81
10/31/92 14133.46 13164.07
11/30/92 14101.56 13287.94
12/31/92 14257.48 13356.67
01/31/93 14388.19 13355.03
02/28/93 14780.29 13758.44
03/31/93 15880.38 14957.71
04/30/93 16762.62 16377.23
05/31/93 17154.73 16723.11
06/30/93 16926.00 16462.20
07/31/93 17492.38 17038.46
08/31/93 18407.29 17958.25
09/30/93 18287.48 17554.02
10/31/93 18788.51 18094.99
Let's say you invested $10,000 in Fidelity International Growth and Income
Fund on its start date and paid the 2% sales charge. By October 31, 1993,
it would have grown to $18,789 - an 87.89% increase on your initial
investment. That compares to $10,000 invested in the Morgan Stanley EAFE
index, which would have grown to $18,095 over the same period - an 80.95%
increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
INTERNATIONAL GROWTH AND INCOME
FUND TALK: THE MANAGER'S OVERVIEW

An Interview with John Hickling and Rick Mace,
Portfolio Managers of Fidelity International Growth &
Income Fund
Q. HOW DID THE FUND PERFORM DURING THE PAST YEAR?
J.H. The fund, which owns a combination of stocks and bonds, returned
32.94% for the 12 months ended October 31, 1993. That was slightly below
the EAFE index - a broad measure of the performance of stocks (only) in
Europe, Australia and the Far East - which returned 37.46% over the same
period. The fund's return almost matched that of the average international
fund, which returned 33.41% according to Lipper Analytical Services.
Q. WHAT FACTORS CONTRIBUTED TO THESE RESULTS?
J.H. The primary drivers were geopolitical events and fortunate sector
selection. When the major European economic powers broke rank with the
European Rate Mechanism (ERM) one year ago, their stock and bond markets
responded with one of the best years ever. European investments, which
accounted for approximately 37% of the fund's investments, were carried
upward as nearly all major markets there rose during the year, delivering
the strongest gains in the first half. By focusing on interest-rate
sensitive financial, banking and insurance sectors in both the U.K. and
throughout Europe, the fund enjoyed additional gains. In the U.K., I did
well with my investments in National Westminster Bank and Barclays. In
Switzerland, I made large investments in insurance companies Zurich
Versicherung and Winterthur Schweiz and banks such as CS Holdings and Swiss
Bank. Also, because I believed that the recovery in Europe would be slow
and somewhat painful, I avoided most of the stocks that are tied to the
economic cycle, which were favored by analysts with a more optimistic view
on the European economic condition.
Q. DID THE FLOOD OF ASSETS INTO THE FUND AFFECT YOUR PERFORMANCE?
J.H. Flood is right! A year ago, the fund stood at $60 million. By the end
of the period, it had swelled to about $1 billion. As a result, the fund's
cash position ran higher than normal throughout the period. Did it affect
my performance? That's hard to figure. Investing as well as possible is
more important to me than investing as quickly as possible, so I'm
comfortable with taking extra time to find good ideas. A little extra cash
on the sidelines, however, is one reason the fund lagged the index
somewhat; that, and the fund's fixed-income investments. However,
shareholders should keep in mind that while these less volatile investments
may keep performance down somewhat when foreign stock markets are rising,
they can also cushion a decline when stock markets head the other way.
Q. HOW DID THE FUND'S 25 - 30% STAKE IN BONDS AND OTHER FIXED-INCOME
INVESTMENTS DO DURING THE PERIOD?
J.H. Pretty well. Interest rates started to come down in the U.K., Italy
and Spain, as well as Sweden and Finland, as currencies were allowed to
float down to a level that was more realistic in terms of the local
economies. That helped the fund's bond investments. However, the bonds with
the biggest impact on the fund's gains were in France and Denmark, whose
currencies remained tied to the deutschemark, and in Japan. France and
Denmark are both struggling with recession and high interest rates, yet
both countries have inflation under control, and so their bonds were
attractive. Once Germany began easing interest rates, the prices of the
fund's French and Danish bond investments rose. But when the economies of
these two countries pick up, they should have even farther to go. I added
the Japanese bonds in the summer, when it became apparent that a quick
recovery was out of the question for Japan. That meant the government would
have to ease interest rates to stimulate spending. In fact, that's exactly
what happened, boosting the price of Japanese bonds. These contributed
significantly to the fund's performance in the second half of the period.
Q. WHAT ABOUT JAPANESE STOCKS?
J.H. Last summer it became apparent that the positive steps the Japanese
government had taken on behalf of the nation's financial system were not
going to induce a speedy, broad-based economic recovery. However, on a
recent trip I found that, although the Nikkei index dropped significantly
in November, the broader market was still doing relatively well. I remained
optimistic that many of the interest-rate sensitive stocks that the fund
owns - which contributed to this year's performance - still had room for
further appreciation. I emphasized utilities, brokerage companies, and
trust banks and stayed away from the blue chips and household names which I
believed were more sensitive to currency fluctuations and had more downside
in terms of future earnings. Overall, I generally maintained the fund's
Japanese investments at the end of October. However, as the fund increased
in size, those investments represented a smaller percentage of the fund's
total investments: 14.7% at the end of October compared to 24.9% six months
earlier.
Q. WERE THERE ANY DISAPPOINTMENTS DURING THE YEAR?
J.H. In retrospect, I cut back on my investments in Hong Kong somewhat
prematurely. Speculation among retail investors and a general sense of
euphoria suggested to me that the market had more risk than upside
potential. Instead, I sought opportunities in the markets of Indonesia,
Singapore, Thailand, and Mexico. Those investments did well, but not as
well as Hong Kong. While I had anticipated a drop in the Japanese market
this fall, it turned out to be bigger than I'd expected. So, of course,
having even 15% of the fund's investments in Japan hurt. I also missed out
on the quick burst in gold and gold stocks earlier in the year. I didn't
anticipate the effect of inflation fears, which, coupled with rising demand
for gold jewelry and no additions to production capacity, sent gold and
gold stocks soaring in the spring. Gold prices have settled back down, but
selected gold stocks have continued to do well.
Q. TURNING TO YOU, RICK: AS YOU PREPARE TO TAKE OVER THE FUND ON JANUARY 1,
WHAT'S YOUR OUTLOOK FOR THE YEAR AHEAD?
R.M. The fund had an extraordinary year as both stock and bond markets in
most countries did well. We've seen bond prices rise as economies in Europe
and Japan weakened and interest rates dropped substantially. We've also
seen stocks rally both in response to lower yields and the prospects of
economic recovery. I believe interest rates in Europe could continue to
drop in the coming year, but at a slower rate. If so, the bond market
returns of 1993 could be difficult to repeat. Still, corporate and
government bonds could continue to benefit from both lower inflation and
improvements in credit quality (the ability of bond issuers to make their
principal and interest payments). Convertible bonds could also do well as
selected stocks rise. On the stock side, the companies that should prosper
are those with improving business prospects or compelling valuations
(measured by yardsticks like price-to-earnings ratios and dividend yields).
Given that I don't expect a strong economic recovery, identifying these
stocks will become increasingly important. I'll try to do this by calling
on companies and working closely with our analysts and managers based in
offices around the world.

FUND FACTS
GOAL: to increase the value of the fund's shares
by investing in stocks and bonds, mainly in
Europe, the Far East, and Pacific Basin
START DATE: December 31, 1986
SIZE: as of October 31, over $1 billion
MANAGERS: John Hickling, 1987-1993. Richard
R. Mace, Jr., starting January 1994;
co-manager, Fidelity Global Balanced, February
- - December 1993; manager, Fidelity Select
Portfolios: Chemicals, Industrial Materials,
January - August 1992, Transportation, June
1989 - December 1991
(checkmark)
RICK MACE'S INVESTMENT APPROACH:
"I focus on stock picking based on thoroughly
researching individual companies and their business
prospects. The process of visiting companies or
calling them directly, as well as working with our
analysts, leads me to conclusions on industries and
economies. However, the key to my stock selection is
a company's valuation - its price compared to
measures such as the rate its earnings are growing.
I'm looking for companies that appear to be
undervalued or cheap compared to what I think
they're worth.
"Before buying a stock, I like to talk or visit with the
company's management. On average, I visit 25
companies a month in person and sit in on dozens of
conference calls. Often these company contacts lead
me to other stocks or sectors that look attractive. But,
most important, they help me monitor local and
industry business conditions.
"I usually don't try to allocate assets based on industry
or country selection. If the fund is overweighted or
underweighted in a particular area compared to the
EAFE index, then it's mainly because of where I'm
finding attractive stocks. For example, recently I've
found numerous opportunities in the Netherlands,
Korea, Norway, and France. Let's take the
Netherlands; there stocks are cheap with strong
balance sheets and managements that have been
quick to cut costs in response to weakening business
trends. The cost cutting should continue to offset
earnings declines while providing the potential for
strong earnings growth in an economic recovery. If
these trends continue, the fund will probably remain
overweighted in the Netherlands as it was at the end
of October when about 5% of its investments were
there compared to the 3% in the EAFE index.
"I don't plan to make any major changes to its
structure. To the extent that I can find exciting stock
ideas, the fund will be 60 - 70% in stocks. Over time,
I'll only increase the fixed-
income component if it becomes difficult to find
attractive stocks."
(bullet) As the fund grew from $60 million to $1 billion in
assets over the year ended October 31, 1993, its
earnings from interest income and dividends were
spread over a larger number of shares. So, although
the total earnings increased compared to previous
years' levels, the fund's per share income distribution
decreased substantially.
DISTRIBUTIONS
The Board of Trustees of Fidelity International
Growth & Income Fund voted to pay on December
13, 1993, to shareholders of record at the opening of
business on December 10, 1993, a distribution of
$.05 derived from capital gains realized from sales
of portfolio securities and a dividend of $.06 from net
investment income.
INTERNATIONAL GROWTH AND INCOME
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993
Denmark 2.3%
United Kingdom 7.5%
Netherlands 4.9%
Row: 1, Col: 1, Value: 2.3
Row: 1, Col: 2, Value: 4.9
Row: 1, Col: 3, Value: 3.5
Row: 1, Col: 4, Value: 14.9
Row: 1, Col: 5, Value: 14.8
Row: 1, Col: 6, Value: 7.4
Row: 1, Col: 7, Value: 7.5
Row: 1, Col: 8, Value: 2.7
Row: 1, Col: 9, Value: 2.9
Row: 1, Col: 10, Value: 19.3
Row: 1, Col: 11, Value: 7.4
Row: 1, Col: 12, Value: 4.9
Row: 1, Col: 13, Value: 7.5
Sweden 3.5%
Spain 4.9%
Germany 7.4%
Japan 14.9%
Cash 19.3%
Other 14.8%
Italy 2.9%
Switzerland 7.4%
France 7.5%
United States 2.7%
AS OF APRIL 30, 1993

Canada 3.0%
United Kingdom 10.1%
Netherlands 2.8%
Row: 1, Col: 1, Value: 3.0
Row: 1, Col: 2, Value: 2.8
Row: 1, Col: 3, Value: 26.9
Row: 1, Col: 4, Value: 11.1
Row: 1, Col: 5, Value: 4.9
Row: 1, Col: 6, Value: 5.4
Row: 1, Col: 7, Value: 2.2
Row: 1, Col: 8, Value: 2.3
Row: 1, Col: 9, Value: 20.6
Row: 1, Col: 10, Value: 6.9
Row: 1, Col: 11, Value: 3.8
Row: 1, Col: 12, Value: 10.1
Spain 3.8%
Germany 6.9%
Japan 26.9%
Cash 20.6%
Other 11.1%
Italy 2.3%
Switzerland 4.9%
France 5.4%
Hong Kong 2.2%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 69.5 69.1

Bonds 8.7 9.4

Short-term and other investments 21.8 21.5

TOP TEN STOCKS

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Zurich Versicherung (Reg.)
(Switzerland, Insurance) 1.4 0.8

CS Holdings (Bearer)
(Switzerland, Banks) 1.2 1.1

Winterthur Schweiz (Reg.)
(Switzerland, Insurance) 1.1 -

Deutsche Bank AG
(Germany, Banks) 1.1 0.7

BHF Bank (Bank Berlin Hand)
(Germany, Banks) 1.0 0.3

Swiss Bank Corp. (Bearer)
(Switzerland, Banks) 1.0 0.5

Veba Vereinigte Elektrizetaets & Bergwerks AG Ord.
(Germany, Electric Utility)
1.0 0.3

Repsol SA Ord.
(Spain, Oil & Gas) 0.9 -

Telefonica de Espana SA Ord. (Spain, Telephone Services)
0.9 0.9

Bayer AG
(Germany, Chemicals & Plastics) 0.9 -

</TABLE>

TOP TEN INDUSTRIES
(BY MAJOR INDUSTRY) % OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Finance 32.7 31.2

Utilities 7.8 6.3

Construction & Real Estate 5.4 6.6

Retail & Wholesale 5.1 2.5

Basic Industries 3.6 1.8

Technology 3.0 4.6

Energy 2.5 0.9

Industrial Machinery & Equipment 2.3 2.5

Durables 2.3 5.3

Media & Leisure 2.3 2.7

INTERNATIONAL GROWTH AND INCOME
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 65.7%
SHARES VALUE (NOTE 1)
AUSTRALIA - 1.6%
FAI Insurance Ltd. Ord. New 2,458,400 $ 1,736,196 30239330
Gold Mines Kalgoorlie 80,000 59,696 38065310
Lend Lease Corp. Ltd. 130,050 1,634,141 52599292
National Australia Bank Ltd. 150,000 1,265,209 63252510
Rothmans Holdings Ltd. Ord. 85,000 430,397 77869910
TNT Ltd. (b) 4,600,000 5,363,324 93599292
Westpac Banking Corp. 1,493,100 4,506,340 96121410
Woolworths Ltd. (Astl.) ADR (b)(e) 62,000 1,209,000 98088830
16,204,303
CANADA - 0.2%
American Barrick Resources Corp. 38,000 1,028,816 02451E10
Canadian Pacific Ltd. Ord. 14,700 249,091 13644030
Noranda, Inc. 30,000 508,349 65542210
Royal Bank of Canada 25,000 515,922 78008710
2,302,178
CHILE - 0.1%
Maderas Y Sinteticos Sociedad Anonima
Masisa sponsored ADR (b) 41,200 741,600 55646510
DENMARK - 0.3%
Den Danske Bank Group AS 49,900 2,939,444 24820692
FINLAND - 0.6%
Kansallis-Osake-Pankki 450,000 1,108,804 48199210
Repola OY 297,600 4,394,607 75999A92
Unitas Bank Ltd. B Free shares 125,100 342,737 90499123
5,846,148
FRANCE - 5.3%
Assurances Generales (Reg.) 28,300 3,483,593 04557510
BNP CI 134,800 6,470,674 05599910
BNP CI Ord. 7,700 377,438 05599996
BNP CI (warrants) (b) 134,800 223,678 05599995
Bail Investissement (b) 5,400 1,033,187 05699092
Credit Lyonnais CI 24,500 3,078,056 22799392
Financiere Bank de Suez Cie 115,000 6,807,315 31799110
GAN (Groupe Des Assur Natl.) 93,200 8,663,529 36599792
Klepierre SA (b) 10,000 1,208,940 49899822
Lyonnaise des Eaux Dumez SA 25,000 2,306,976 55160010
Paribas SA (Cie Financiere) Class A (b) 53,000 4,307,484 73999192
Publicis SA (b) 11,567 1,699,993 74499999
Redoute (LA) 19,000 2,911,446 75799492
Simco (Reg.) (b) 20,000 2,028,446 82899B22
Societe Generale Class A 34,700 4,083,390 83357799
Sophia SA 22,000 1,892,313 84199C22
UFB Locabail SA (b) 33,400 2,143,346 90599B92
Unibail 25,900 2,284,778 90499592
55,004,582
GERMANY - 6.4%
Allianz Versich Holdings Ord. (Reg.) (b) 3,000 5,082,303 01882495
BHF Bank (Bank Berlin Hand) 32,883 10,220,774 05549991
BHF Bank (warrants) (b) 5,000 594,655 05549995
Bayer AG 47,500 9,007,771 07273010
Bayerische Vereinsbank AG Ord. 3,000 930,688 07276110
Berlinger Bank AG 9,300 2,333,482 10899492
Commerzbank AG 15,700 3,186,843 20259710
Computer 2000 AG (b) 4,000 2,040,514 20599492
Deutsche Bank AG 22,000 11,030,993 25152592
Deutsche Bank AG (warrants) (b) 250 45,229 25152596
Hoechst AG Ord. 22,500 3,810,392 43439010
Koelnische Ruckesich (Reg.) 1,725 941,365 50099592
Munich Reinsurance (Reg.) 1,100 2,609,959 62699492

SHARES VALUE (NOTE 1)

Thyssen AG Ord. 33,300 $ 4,691,254 88629110
Veba Vereinigte Elektrizetaets &
Bergwerks AG Ord. 35,200 9,796,744 92239110
66,322,966
HONG KONG - 0.5%
Cathay Pacific Airways Ltd. 776,000 1,265,299 14890610
Giordano Holdings Ltd. Ord. 210,000 134,520 37599592
Hong Kong Land Holdings Ltd. 275,000 736,655 43858292
Hutchison Whampoa Ltd. Ord. 425,000 1,600,452 44841510
National Mutual Asia Ltd. (b) 78,000 56,021 63699592
National Mutual Asia Ltd.
(warrants) (b) 15,600 5,905 63699593
Sun Hung Kai Properties Ltd. 170,000 1,165,965 86676H10
Wing Hang Bank Ltd. (b) 16,000 44,310 97499522
5,009,127
INDIA - 0.1%
ITC Ltd.:
GDR (e) 39,000 682,500 45031810
(warrants) (b)(e) 13,000 68,250 45031811
750,750
INDONESIA - 1.1%
Astra International (For. Reg.) 150,000 1,320,453 04699894
Bank International Indonesia Ord. (b) 1,080,200 3,598,008 06199B92
Jakarta International Hotels &
Development Ord. 951,200 6,110,347 47399693
Sampoerna, Hanjaya Mandala 230,000 848,183 82299892
11,876,991
IRELAND - 0.4%
Anglo Irish Bank 191,900 172,712 03599592
Bank of Ireland U.S. Holdings, Inc. 240,000 999,125 06278793
Irish Life PLC 940,000 3,056,778 46299B92
4,228,615
ITALY - 1.2%
Assicurazioni Generali Spa 221,800 5,358,267 04542910
SIP Spa 2,825,000 6,119,020 78401792
Saipem Spa Ord. (b) 416,400 706,058 79299292
Simint Spa Priv. New 398,996 533,478 83799498
12,716,823
JAPAN - 14.7%
ADO Electronic Industrial Co. 62,000 1,433,625 00699992
Acom Co. Ltd. (b) 12,000 1,067,895 00499M22
Aichi Machine Industries 85,000 450,253 02299192
Akita Bank 134,000 969,047 00999692
Aoyama Trading Co. Ord. 101,000 7,555,228 03799092
Canon, Inc. 306,000 4,200,275 13780199
Catena Corp. 60,000 1,989,866 14899792
Chudenko Corporation 40,000 1,437,126 17123410
Cosmo Oil Company Ltd. 700,000 5,616,765 22199092
Daiei Finance, Inc. 308,000 3,858,867 23375099
Daikyo, Inc. 147,000 1,570,889 23376610
Daiwa House Industry Co. Ltd. 93,000 1,370,797 23406299
Fuji Photo Film Co. Ltd. 8,000 186,458 35958610
Fujitsu Ltd. 851,000 6,718,628 35959010
Hankyu Corporation 75,000 456,011 41035310
Hankyu Department Stores, Inc. 400,000 4,606,172 41099192
Hitachi Ltd. 469,000 3,720,028 43357810
Hitachi Ltd. ADR 10,000 792,500 43357850
IO Data Device, Inc. 19,000 1,547,305 45099A92
Ishikawajima Harima Heavy Ind. 125,000 518,195 46489210
Izumi Co. Ord. 152,000 3,094,611 46399292
Japan Radio Co. Ltd. 16,000 272,685 47199210
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
JAPAN - CONTINUED
Joshin Denki Co. Ltd. Ord. 44,000 $ 571,534 48199999
Kandenko Co. Ltd. 40,000 965,454 48400092
Kanematsu-Gosho Ltd. 65,000 299,401 48418999
Koa Fire & Marine Insurance Co. Ltd. 392,000 2,563,982 49999010
Kokusai Securities 57,000 903,178 50299092
Konica Corp. 446,000 2,954,160 50046M10
Kyocera Corporation 30,000 1,699,678 50155610
Kyokuto Kaihatsu Kogyo Co. Ltd. Ord. 13,000 328,144 74599692
Marubeni Corp. 717,000 3,395,100 57381010
Marukyo Corp. 87,000 2,484,570 57899792
Mitsubishi Bank of Japan 99,000 2,809,028 60674210
Mitsubishi Corp. 267,000 2,927,038 60676910
Mitsubishi Heavy Industry 600,000 3,731,000 60699310
Mitsubishi Trust & Banking 604,000 8,235,100 60699410
National House Industry 23,000 453,432 63699192
Nichido Fire & Marine Insurance Co. 476,000 3,433,515 65399920
Nikko Securities 442,000 4,845,509 65399010
Nippon Hodo Co. Ltd. 30,000 577,614 65499910
Nippon Shinpan Ltd. 404,000 3,796,223 65461710
Nissan Motor Co. Ltd. Ord. 70,000 486,872 65474491
Nomura Securities Co. Ltd. 236,000 4,326,487 65536130
Orix Corp. 130,000 4,922,156 68616710
Sanwa Bank 200,000 4,366,652 80399410
Sega Enterprises 73,400 6,126,247 81599792
Shinko Shoji 40,000 359,282 90699492
Sho Bond Corp. Ord. 40,000 1,098,112 82699692
Sumitomo Realty & Development Co.
Ltd. 225,000 1,575,310 86562310
Sumitomo Trust & Banking Co. 300,000 4,035,007 86599310
Suzuki Motor Corp. 333,000 2,880,580 86958592
Tobu Railway 127,000 873,966 88739110
Tohoku Electric Power, Inc. 136,000 4,046,798 88906099
Tokio Marine & Fire Insurance Co. (The) 525,000 6,432,520 88909099
Tokyo Electric Power Co., Inc. 62,000 1,970,521 88910710
Toshiba Corp. 215,000 1,382,497 89149310
Tostem Corp. 27,000 982,497 89299110
Toyota Motor Corporation 250,000 4,329,802 89399999
U Store Co. Ltd. 1,000 19,438 95599292
Yoshicon Co. Ltd. (b) 1,000 24,135
Yoshinoya D&C Co. Ltd. Ord. 25 437,586 98999192
151,083,351
KOREA (SOUTH) - 0.7%
Cho Hing Bank Co. Ltd. 155,000 1,905,006 17099E22
Korea Electric Power Corp. 235,000 5,613,588 50099B92
7,518,594
LUXEMBOURG - 0.1%
Scandinavian Broadcasting Corp. 45,600 900,600 80699E92
MALAYSIA - 1.8%
Ekran Berhad Ord. (b) 268,000 1,625,196 28299792
Magnum Corp. BHD 555,000 1,367,958 55999392
Renong BHD 820,000 1,148,517 75999H22
Resorts World BHD 271,000 1,484,351 76199592
Telekom Malaysia BHD 824,000 6,963,380 94099892
Tenega Nasional BHD 1,148,000 5,973,552 92099992
18,562,954
MEXICO - 1.0%
Aerovias de Mexico SA de CV sponsored
ADR representing B shares (b)(e) 37,000 189,625 00806510
Grupo Dina (Consorcio G) ADR (b) 32,000 672,000 21030610
Grupo Financiero Bancomer SA de CV
sponsored ADR, Series C (e) 182,000 5,323,500 40048610

SHARES VALUE (NOTE 1)

Grupo Video Visa SA de CV sponsored
ADR representing B shares (b)(e) 2,800 $ 36,750 40049410
Telefonos de Mexico SA sponsored ADR
representing shares Ord. Class L 75,000 4,106,250 87940378
10,328,125
NETHERLANDS - 4.9%
ABN-AMRO Holdings NV 112,500 4,265,910 00399192
Aegon NV Ord. 21,000 1,081,331 00792493
Akzo NV Ord. 91,000 8,617,006 01019910
Amev NV CVA 12,000 519,039 03199092
Hoogovens en Staalfabrieken (b) 12,500 279,905 43888410
International Nederlanden Groep CVA 199,800 8,673,652 46099892
KBB NV Ord. 92,900 4,763,977 48130092
Pakhoed Holding 170,000 4,156,852 69563010
Philips Electronics 335,000 6,917,613 71833799
Philips NV (warrants) (b) 20,000 124,637 71833792
Pirelli Tyre Holdings NV:
Ord. (b) 146,100 1,003,063 72499092
(warrants) (b) 36,000 57,037 72499093
Stad Rotterdam 106,200 2,462,202 85299822
Volker Stevin NV 93,700 3,513,441 92868894
Wereldhave NV 63,000 3,779,667 95199E22
50,215,332
NEW ZEALAND - 0.0%
Brierley Investments Ltd. 441,400 313,006 10901410
NORWAY - 1.0%
Bergesen Group Class B 220,000 4,452,897 08399011
Den Norske Bank Class A Free
shares (b) 574,900 1,991,436 25299792
Olav Thon Eiendomsselskp Ord. 140,000 2,149,018 67941099
Vital Forsikring Free shares 100,000 1,222,577 93999692
9,815,928
SINGAPORE - 0.5%
Development Bank of Singapore
(For. Reg.) 43,750 444,064 25159493
Kim Eng Holdings Ltd. 1,240,000 2,642,291 49499D92
Sembawang Shipyard Ltd. 79,000 657,421 81661599
United Overseas Bank (warrants) (b) 401,625 1,316,637 91199E92
5,060,413
SOUTH AFRICA - 0.1%
De Beers Consolidated Mines Ltd. ADR 47,800 950,025 24025330
SPAIN - 4.9%
Argentaria Corp. Bancaria de Esp (b) 65,300 2,926,407 21991392
Banco de Santander Ord. (Reg.) 25,000 1,312,963 05957410
Banco Intercontinental Espanol (b) 101,800 8,882,992 24699592
Banesto (Reg.) 184,200 3,738,578 05981699
Corporacion Mapfre International
Reas (Reg.) 173,600 7,998,460 16899192
Iberdrola SA 550,000 3,621,852 45499892
Repsol SA:
Ord. 310,000 9,265,555 76026T10
sponsored ADR 14,000 414,750 76026T20
Telefonica de Espana SA Ord. 707,000 9,217,185 87938210
Vallehermoso SA 140,000 2,582,222 91899210
49,960,964
SWEDEN - 3.5%
Aktiebolaget Electrolux 185,000 6,471,380 01019810
Frontline (b) 760,000 2,509,786 35999F22
OM Gruppen AB Ord. (b) 70,000 1,952,055 68199E22
SKF AB Ord. (b) 507,200 7,816,439 78437530
Scribona AB B Free shares (b) 416,800 1,784,246 81199B92
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SWEDEN - CONTINUED
Securitas B Free shares 23,500 $ 658,207 81399792
Skandia International Holding Co.
AB ADR (b) 68,200 1,443,077 83055510
Skandinaviska Enskilda Banken Class A
Free shares 619,400 4,545,498 88099222
Skanska Class B (b) 399,200 8,398,042 93899392
35,578,730
SWITZERLAND - 6.9%
BBC Brown Boveri & Cie (Bearer) 1,900 1,276,647 05599099
Baloise Holding (Reg.) (b) 5,600 8,749,707 05899195
CS Holdings:
(Bearer) (b) 5,430 12,434,837 17599792
(Bearer) (warrants) (b) 1,230 92,791 15099426
Globus Magazine Part. Cert. 12,725 8,490,444 37957792
Swiss Bank Corp. (Bearer) (b) 30,000 10,098,910 87083610
Swiss Reinsurance Corp. (Bearer) 950 2,465,381 87099392
Union Bank of Switzerland Ord.
(Bearer) 2,500 2,187,762 90530910
Winterthur Schweiz (Reg.) 22,000 11,344,845 97629994
Zurich Versicherung (Reg.) 15,550 14,097,972 99499597
71,239,296
THAILAND - 0.3%
Ruam Pattana Fund II (b) 3,800,000 2,136,938 76999522
Ruang Khao Unit Trust (For. Reg.) 1,156,300 616,024 77399393
2,752,962
UNITED KINGDOM - 7.5%
BET Public Ltd. Co. Ord. 2,787,800 5,203,958 05538H10
Barclays PLC Ord. 402,000 3,394,709 06738E10
Bass PLC Ord. 750,000 5,416,734 06990492
British Land Ord. 100,000 594,082 11099510
British Petroleum PLC Ord. 1,000,000 5,170,435 11088910
British Steel PLC Ord. 950,000 1,819,097 11101510
British Vita Ord. 513,400 1,901,505 11199192
Dixons Group PLC 1,147,800 4,429,713 25587592
First National Finance Corporation PLC 899,900 1,146,554 33599392
Great Universal Stores PLC Ord.
Class A 620,000 4,914,136 39133420
Ladbroke Group PLC Ord. 950,000 2,427,810 50572799
McAlpine (Alfred) Ord. 35,100 109,201 57999010
Midlands Electricity PLC 400,000 3,745,232 59780293
Mirror Group Newspaper PLC (b) 1,192,800 2,827,413 60499792
National Westminster Bank PLC Ord 421,000 3,455,362 63853930
North West Water Ord. 459,500 3,604,566 67299195
Royale Insurance Co. Ltd. 495,000 2,317,362 78074910
TSB Group PLC 394,600 1,324,120 87199010
Taylor Woodrow PLC 600,000 1,093,350 87667410
Tesco PLC Ord. (b) 183,600 552,168 88157510
Tomkins PLC Ord. 1,610,000 5,939,193 89003010
Trafalgar House PLC Ord. 500,000 722,230 89270710
United Newspapers PLC Ord. 195,000 1,574,465 91120210
Vickers PLC Ord. units 1,841,300 3,846,328 92549310
Vodafone Group PLC 480,000 3,932,496 92857T92
Westland Group PLC Ord. 180,000 578,675 96090210
Whitbread Class A 710,000 5,448,661 96341499
77,489,555
TOTAL COMMON STOCKS
(Cost $614,630,698) 675,713,362
PREFERRED STOCKS - 3.8%
SHARES VALUE (NOTE 1)
CONVERTIBLE PREFERRED STOCKS - 0.0%
NETHERLANDS - 0.0%
ABN-AMRO Holdings NV 6% 833 $ 31,587
NONCONVERTIBLE PREFERRED STOCKS - 3.8%
AUSTRIA - 1.3%
Creditanstaldt Bank 121,500 8,345,559 22539210
MaCulan Holding Ord. 50,000 5,299,979 55699594
13,645,538
GERMANY - 0.7%
Boss (Hugo) AG 2,800 1,503,099 44451094
RWE AG 24,600 5,594,590 76204599
7,097,689
ITALY - 1.7%
Autostrade 'B' 520,000 527,770 05399792
Banco Ambro Veneto N/C Risp 3,080,400 5,260,646 06399592
SAI (Sta Assicur Industriale) N/C Risp 1,211,600 7,202,987 78399192
SIP (Societa Ital Per L'Eser) Spa Di Risp.
N/C Ord. 2,200,000 3,886,811 78401796
Simint Spa Priv. Ord. 399,000 380,228 83799496
Stet Societa Finanziaria Telefonica Spa 140,000 272,272 85982592
17,530,714
KOREA (SOUTH) - 0.1%
Daewoo Heavy Industries Ltd. 73,360 998,774 23999494
TOTAL NONCONVERTIBLE PREFERRED STOCKS 39,272,715
TOTAL PREFERRED STOCKS
(Cost $36,712,008) 39,304,302
CORPORATE BONDS - 1.3%
MOODY'S RATINGS PRINCIPAL
(UNAUDITED) AMOUNT (A)
CONVERTIBLE BONDS - 0.8%
FINLAND - 0.1%
Amer Group Ltd. 6 1/4%,
6/15/03 (e) - $ 1,000,000 870,000 023512AA
GRAND CAYMAN - 0.1%
Bangkok Land Euro 4 1/2%,
10/13/03 (e) - 600,000 696,000 06099LAA
INDIA - 0.1%
Scici Ltd. Euro 3 1/2%,
4/1/04 (e) - 1,370,000 1,496,725 79599KAA
JAPAN - 0.0%
Capcom Co. 3.90%, 9/30/96 - JPY 12,000,000 171,349 138993AB
SWITZERLAND - 0.5%
CS Holdings Euro 4 7/8%,
11/19/02 A2 3,400,000 4,913,000 175997AC
TOTAL CONVERTIBLE BONDS 8,147,074
NONCONVERTIBLE BONDS - 0.5%
JAPAN - 0.2%
Japan Development Bank Euro
6 1/2%, 9/20/01 Aaa JPY 225,000,000 2,433,442 4710529B
MEXICO - 0.3%
Cemex SA 8 7/8%,
6/10/98 (e) Baa2 3,000,000 3,146,250 151290AG
TOTAL NONCONVERTIBLE BONDS 5,579,692
TOTAL CORPORATE BONDS
(Cost $13,088,729) 13,726,766
GOVERNMENT OBLIGATIONS (D) - 7.4%
PRINCIPAL
AMOUNT (A)
ARGENTINA - 1.5%
Argentina Republic (f):
BOCON 3 1/4%,
4/1/01 B1 $ 14,446,172 $ 11,694,177 039995AF
Brady Euro 4%,
3/31/23 B1 6,000,000 3,975,000 039995AD
15,669,177
BRAZIL - 1.0%
Brazil Federative Republic IDU
Euro 8 3/4%, 1/1/01 (f) B2 13,000,000 10,367,500 1057569E
CANADA - 0.1%
Canadian Government 9 1/4%,
10/1/94 Aaa CAD 1,700,000 1,337,006 135087SQ
DENMARK - 2.0%
Danish Government Bullet:
8%, 5/15/03 Aa1 DKK 93,000,000 15,229,736 249998AG
7%, 12/15/04 Aa1 DKK 31,250,000 4,826,206 249998AV
20,055,942
FRANCE - 2.2%
French Government:
OAT:
8 1/2%, 11/25/02 Aaa FRF 10,500,000 2,097,795 3517779U
8 1/2%, 4/25/03 Aaa FRF 50,000,000 9,964,445 351996AQ
8 1/2%, 4/25/23 Aaa FRF 25,000,000 5,298,002 351996AC
Strips 4/25/23 Aaa FRF 210,000,000 5,319,342 351996BL
22,679,584
GERMANY - 0.3%
German Government:
8 5/8%, 2/20/96 Aaa DEM 3,000,000 1,903,906 3741369H
8 3/8%, 5/21/01 Aaa DEM 1,400,000 955,589 3741369J
2,859,495
MEXICO - 0.1%
Mexican Government Cetes:
0%, 12/30/93 - MXN 1,700,000 531,166 597998RT
0%, 6/30/94 - MXN 2,400,000 705,861 597998UR
1,237,027
UNITED STATES OF AMERICA - 0.2%
U.S. Treasury Notes 9 1/4%,
1/15/96 Aaa 2,000,000 2,216,240 912827XB
TOTAL GOVERNMENT OBLIGATIONS
(Cost $72,765,164) 76,421,971
INDEXED SECURITIES - 2.5%
UNITED STATES OF AMERICA - 2.5%
Bankers Trust Company notes (c)(f):
8.135%, 10/14/94 (coupon
inversely indexed to JPY LIBOR
and principal indexed to value
of 9-year Japanese securities,
both multiplied by 3) 5,000,000 5,029,500 0669918N

PRINCIPAL VALUE (NOTE 1)
AMOUNT (A)
8.025%, 10/28/94 (coupon
inversely indexed to JPY LIBOR
and principal indexed to value
of 9-year Japanese securities,
both multiplied by 3) $ 3,600,000 $ 3,598,200 0669918T
11.025%, 7/12/96 (coupon
inversely indexed to 6-month
JPY LIBOR, multiplied by 10) 5,000,000 6,481,000 0669917D
10.295%, 7/15/96 (coupon
inversely indexed to
6-month JPY LIBOR,
multiplied by 10) 1,000,000 1,275,900 0669917F
9.34%, 7/29/96 (coupon
inversely indexed to
6-month JPY LIBOR,
multiplied by 10) 3,000,000 3,742,500 0669917S
ITT Corp. note 3.66%, 6/27/94
(inversely indexed to 1-year
SEK swap rate, multiplied
by 10) 5,000,000 5,242,000 4506799M
TOTAL INDEXED SECURITIES
(Cost $22,600,000) 25,369,100
REPURCHASE AGREEMENTS - 19.3%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due 11/1/93 $199,216,128 199,167,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $958,963,599) $1,029,702,501
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
368,500,000 BEF 2/4/94 $ 9,973,116 $ 433,548
137,100,165 DKK 2/4/94 19,924,068 286,763
1,371,117,000 ESP 11/15/93 to
2/1/94 10,057,887 299,137
139,542,602 FRF 1/27/94 23,426,946 278,182
22,164,000 NOK 2/8/94 2,992,116 35,586
40,902,500 SEK 2/4/94 4,950,179 93,473
TOTAL CONTRACTS TO SELL
(Receivable amount $72,751,001) $ 71,324,312 $ 1,426,689
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 6.9%
CURRENCY TYPE ABBREVIATIONS
BEF - Belgian franc
CAD - Canadian dollar
DKK - Danish krone
FRF - French franc
DEM - German Deutsche mark
JPY - Japanese yen
MXN - Mexican peso
NOK - Norwegian krone
ESP - Spanish peseta
SEK - Swedish krona
LEGEND
1. Principal amount is stated in United States dollars unless otherwise
noted.
2. Non-income producing
3. Inverse floating rate security (inverse floater) 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 of an inverse floater may be
considerably more volatile than the price of a comparable fixed rate
security.
4. 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.
5. 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 $13,718,600 or 1.4% of net
assets.
6. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investments for the period ended is as follows (ratings are unaudited):
MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 5.5% AAA, AA, A 4.8%
Baa 0.0% BBB 0.0%
Ba 0.3% BB 0.0%
B 2.5% 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 0.8%.
Purchases and sales of securities, other than short-term securities, during
the year ended October 31, 1993, aggregated $759,279,627 and $58,621,259,
respectively.
Brokerage commissions received by FBSI, an affiliate of the fund's
investment adviser, from portfolio transactions during the year ended
October 31, 1993, amounted to $2,625. (See Note 3 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $959,005,124. Net unrealized appreciation aggregated
$70,697,377, of which $83,332,495 related to appreciated investment
securities and $12,635,118 related to depreciated investment securities.
The fund hereby designates $208,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$4,014,706 or $0.07 per share. Taxes paid to foreign countries were
$515,766 or $0.01 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Aerospace and Defense 0.1%
Basic Industries 3.6
Conglomerates 1.8
Construction and Real Estate 5.4
Durables 2.3
Energy 2.5
Finance 32.7
Government Obligations 7.4
Industrial Machinery and Equipment 2.3
Media and Leisure 2.3
Nondurables 1.3
Precious Metals 0.1
Repurchase Agreements 19.3
Retail and Wholesale 5.1
Services 1.5
Technology 3.0
Transportation 1.5
Utilities 7.8
100.0%
INTERNATIONAL GROWTH AND INCOME
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $199,167,000)
(cost $958,963,599) $ 1,029,702,501
(Notes 1 and 2) - See accompanying schedule

Short foreign currency contracts $ (71,324,312
(Note 2) )
Contracts held, at value

Receivable for contracts held 72,751,001 1,426,689

Cash 291,514

Receivable for investments sold 4,710,264

Receivable for fund shares sold 13,544,183

Dividends receivable 658,861

Interest receivable 2,786,359

TOTAL ASSETS 1,053,120,371

LIABILITIES

Payable for investments purchased 43,068,072

Payable for fund shares redeemed 5,811,524

Accrued management fee 614,721

Other payables and accrued expenses 778,997

TOTAL LIABILITIES 50,273,314

NET ASSETS $ 1,002,847,057

Net Assets consist of:

Paid in capital $ 926,918,265

Undistributed net investment income 3,611,891

Accumulated undistributed net realized gain (loss) on 151,310
investments

Net unrealized appreciation (depreciation) on:

Investment securities 70,738,902

Foreign currency contracts 1,426,689

NET ASSETS, for 58,133,169 shares outstanding $ 1,002,847,057

NET ASSET VALUE, offering price and redemption price per share ($1,002,847,057 (divided by)
58,133,169 shares) (Note 3) $17.25

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED OCTOBER 31, 1993

INVESTMENT INCOME $ 3,148,684
Dividends

Interest 4,566,599

7,715,283

Less foreign taxes withheld (Note 1) (515,766
)

TOTAL INCOME 7,199,517

EXPENSES

Management fee (Note 3) $ 2,323,230

Transfer agent fees (Note 3) 1,303,282

Accounting fees and expenses 161,316
(Note 3)

Non-interested trustees' compensation 1,477

Custodian fees and expenses 286,535

Registration fees 456,250

Audit 35,249

Legal 1,142

Miscellaneous 1,555

TOTAL EXPENSES 4,570,036

NET INVESTMENT INCOME 2,629,481

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

Investment securities 3,434,423

Foreign currency contracts (2,347,422 1,087,001
)

Change in net unrealized appreciation (depreciation) on:

Investment securities 72,366,630

Foreign currency contracts 1,426,689 73,793,319

NET GAIN (LOSS) 74,880,320

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 77,509,801

OTHER INFORMATION $87,704
Sales charges paid to FDC
(Note 3)

Deferred sales charges withheld by $29,135
FDC (Note 3)

Accounting fees paid to FSC $158,558
(Note 3)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,

INCREASE (DECREASE) IN NET ASSETS 1993 1992

Operations $ 2,629,481 $ 1,691,042
Net investment income

Net realized gain (loss) on investments 1,087,001 149,967

Change in net unrealized appreciation (depreciation) on investments 73,793,319 (4,308,180
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 77,509,801 (2,467,171
)

Distributions to shareholders from: (1,389,982 (642,111
Net investment income ) )

Net realized gain (29,697 (24,240
) )

Share transactions 1,037,700,151 49,581,158
Net proceeds from sales of shares

Reinvestment of distributions from: 1,283,318 595,241
Net investment income

Net realized gain 27,418 22,475

Cost of shares redeemed (172,260,456 (36,796,653
) )

Net increase (decrease) in net assets resulting from share transactions 866,750,431 13,402,221

TOTAL INCREASE (DECREASE) IN NET ASSETS 942,840,553 10,268,699

NET ASSETS

Beginning of period 60,006,504 49,737,805

End of period (including undistributed net investment income of $3,611,891 and $2,372,392,
respectively) $ 1,002,847,057 $ 60,006,504

OTHER INFORMATION
Shares

Sold 64,336,913 3,548,940

Issued in reinvestment of distributions from: 97,001 44,925
Net investment income

Net realized gain 2,072 1,667

Redeemed (10,819,492 (2,635,207
) )

Net increase (decrease) 53,616,494 960,325

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED OCTOBER 31,

SELECTED PER-SHARE DATA 1993 1992 1991 1990 1989

Net asset value, beginning of period $ 13.29 $ 13.99 $ 13.71 $ 12.87 $ 11.81

Income from Investment Operations

Net investment income .14(dagger) .31 .30* .25 .30

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

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

Less Distributions

From net investment income (.31) (.16) (.38) (.16) (.13)

From net realized gain (.01)** (.01)** (.05)** - (.07)**

Total distributions (.32) (.17) (.43) (.16) (.20)

Net asset value, end of period $ 17.25 $ 13.29 $ 13.99 $ 13.71 $ 12.87

TOTAL RETURN(dagger)(dagger) 32.94% (3.81)% 5.43% 7.79% 10.85%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 1,002,847 $ 60,007 $ 49,738 $ 35,380 $ 26,333

Ratio of expenses to average net assets 1.52% 1.62% 1.89% 1.98% 1.92%(double dagger)

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

Portfolio turnover rate 24% 76% 117% 102% 147%

* INCLUDES $.02 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY WITHHELD ON
DIVIDEND AND INTEREST PAYMENTS.
** INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED
TRANSACTIONS TAXABLE AS ORDINARY INCOME.
(dagger) FOR THE PERIOD INDICATED, NET INVESTMENT INCOME PER SHARE WAS CALCULATED
USING AVERAGE SHARES OUTSTANDING.
(double dagger) FOR THE PERIOD INDICATED, FMR VOLUNTARILY AGREED TO REDUCE THE EXPENSES
OF THE FUND 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. ALSO FOR THE
SAME PERIOD, 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% AND TOTAL RETURN FOR THE PERIOD WOULD HAVE BEEN
LOWER.
(dagger)(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.

</TABLE>

OVERSEAS
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED PAST 1 PAST 5 LIFE OF
OCTOBER 31, 1993 YEAR YEARS FUND

Overseas 39.01% 46.72% 471.58%

Overseas
(incl. 3% sales charge) 34.84% 42.32% 454.44%

Morgan Stanley EAFE Index 37.46% 20.28% 386.79%

Average International Fund 33.41% 57.11% 307.26%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
started on December 4, 1984. You can compare the fund's figures to the
performance of the Morgan Stanley EAFE index - a broad measure of the
performance of stocks in Europe, Australia, and the Far East. You can also
compare the fund's performance to the average international fund which
reflects the performance of 152 funds with similar objectives tracked by
Lipper Analytical Services. These benchmarks include reinvested dividends
and capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED PAST 1 PAST 5 LIFE OF
OCTOBER 31, 1993 YEAR YEARS FUND

Overseas 39.01% 7.97% 21.60%

Overseas
(incl. 3% sales charge) 34.84% 7.31% 21.18%

Morgan Stanley EAFE Index 37.46% 3.76% 19.43%

Average International Fund 33.41% 9.18% 10.92%

AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
$10,000 OVER LIFE OF FUND
Overseas (094) MS EAFE
12/04/84 9700.00 10000.00
12/31/84 9981.30 10193.53
01/31/85 10689.40 10422.65
02/28/85 10640.90 10361.03
03/31/85 11067.70 11164.76
04/30/85 11504.20 11126.55
05/31/85 12464.50 11599.34
06/30/85 12697.30 11897.35
07/31/85 13473.30 12511.82
08/31/85 14055.30 12913.71
09/30/85 14559.70 13669.40
10/31/85 15442.40 14599.44
11/30/85 16548.20 15198.76
12/31/85 17833.85 15918.66
01/31/86 18371.30 16317.71
02/28/86 21078.14 18125.28
03/31/86 24703.54 20674.06
04/30/86 25465.75 22027.83
05/31/86 24654.68 21048.78
06/30/86 26579.76 22481.82
07/31/86 29579.75 23869.90
08/31/86 31543.92 26221.76
09/30/86 30078.12 25952.02
10/31/86 26296.37 24218.32
11/30/86 28758.91 25614.83
12/31/86 30183.41 26972.00
01/31/87 34828.46 29838.08
02/28/87 35945.95 30731.05
03/31/87 40010.55 33249.27
04/30/87 43001.48 36767.40
05/31/87 42837.14 36767.26
06/30/87 39824.30 35595.88
07/31/87 40415.91 35533.69
08/31/87 43779.34 38198.08
09/30/87 43242.50 37596.71
10/31/87 33853.39 32164.65
11/30/87 33579.50 32647.11
12/31/87 35727.39 33616.52
01/31/88 34338.32 34216.71
02/29/88 35428.67 36497.48
03/31/88 37579.48 38741.56
04/30/88 38565.27 39304.55
05/31/88 37788.59 38044.60
06/30/88 36713.18 37041.81
07/31/88 36235.22 38203.95
08/31/88 35144.88 35719.99
09/30/88 36459.26 37280.76
10/31/88 37788.59 40470.59
11/30/88 38774.38 42881.27
12/31/88 38677.38 43120.36
01/31/89 39151.29 43879.03
02/28/89 40175.55 44104.58
03/31/89 39823.94 43238.97
04/30/89 40680.04 43639.99
05/31/89 38723.24 41265.84
06/30/89 37591.96 40571.18
07/31/89 41322.11 45665.83
08/31/89 40359.00 43612.06
09/30/89 42514.54 45598.67
10/31/89 40206.13 43766.63
11/30/89 42483.96 45966.76
12/31/89 45226.82 47662.81
01/31/90 44200.40 45889.35
02/28/90 43286.24 42686.52
03/31/90 44713.61 38239.61
04/30/90 44601.34 37936.14
05/31/90 47632.50 42264.70
06/30/90 48482.51 41892.44
07/31/90 50872.16 42482.52
08/31/90 45242.86 38357.11
09/30/90 40223.00 33011.49
10/31/90 44056.06 38155.31
11/30/90 42596.61 35904.60
12/31/90 42240.75 36486.24
01/31/91 43177.92 37666.39
02/28/91 44745.54 41704.18
03/31/91 43280.15 39200.58
04/30/91 43893.57 39585.54
05/31/91 43978.77 39998.59
06/30/91 41218.38 37059.46
07/31/91 43467.59 38880.26
08/31/91 43791.34 38090.68
09/30/91 45716.79 40237.43
10/31/91 45870.15 40807.83
11/30/91 44217.32 38902.74
12/31/91 45879.11 40911.80
01/31/92 46405.83 40037.93
02/29/92 45443.20 38604.89
03/31/92 44498.74 36056.33
04/30/92 47204.99 36227.73
05/31/92 49239.22 38652.66
06/30/92 48076.80 36819.27
07/31/92 45025.46 35876.95
08/31/92 44644.04 38127.18
09/30/92 42791.44 37374.28
10/31/92 39885.40 35413.83
11/30/92 39685.61 35747.08
12/31/92 40623.32 35931.97
01/31/93 41807.32 35927.55
02/28/93 42664.70 37012.81
03/31/93 45563.45 40239.06
04/30/93 48727.57 44057.85
05/31/93 49850.33 44988.34
06/30/93 48666.33 44286.43
07/31/93 50891.43 45836.67
08/31/93 53769.76 48311.07
09/30/93 53300.25 47223.62
10/31/93 55443.69 48678.94
Let's say you invested $10,000 in Fidelity Overseas Fund on its start date
and paid the 3% sales charge. By October 31, 1993, it would have grown to
$55,444 - a 454.44% increase on your initial investment. That compares to
$10,000 invested in the Morgan Stanley EAFE index, which would have grown
to $48,679 over the same period - a 386.79% increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
OVERSEAS
FUND TALK: THE MANAGER'S OVERVIEW

An Interview with John R. Hickling,
Portfolio Manager of Fidelity Overseas Fund
Q. HOW HAS THE FUND PERFORMED, JOHN?
A. The fund returned 39.01% for the year ended October 31, 1993. It
outperformed the EAFE index - a broad measure of the performance of stocks
in Europe, Australia and the Far East - which rose 37.46% during the same
12 months. And it beat the average international fund, which was up 33.41%
during that period, according to Lipper Analytical Services.
Q. WHAT ACCOUNTS FOR THE FUND'S STRONG PERFORMANCE DURING THE YEAR?
A. In general, the fund benefited from a great year for foreign financial
markets. Although two-thirds of the gains came in the first half of the
year, the second half was also strong. In Europe, many countries rescued
their economies by rejecting the European Rate Mechanism (ERM) and allowing
their currencies to find a level relative to the deutschemark that more
accurately reflected local economic activity. As a result, interest rates
started to come down somewhat and European stock markets did extremely well
in local currencies - and well enough in dollars, too - despite continued
economic weakness. Because I became less optimistic about the prospects for
an imminent global recovery, I shifted away from European companies whose
fortunes are tied to the local economies. Instead, I looked for companies
with earnings stability and management which have adjusted to the reality
of a deep and prolonged recessionary environment in Europe.
Q. FOR EXAMPLE?
A. I shifted away from stocks in the technology and basic industry sectors
and focused on those that would respond to declining interest rates. For
instance, throughout the second half of the period, my largest investment
was in Stet Societa Finanziaria Telefonica, an Italian telephone utility.
In addition to meeting my earnings and interest rate criteria, it stood to
benefit from the government's move toward privatizing the industry. The
stock had a tremendous year. In the U.K., I focused on banks and financial
stocks such as National Westminster and Barclays. I also emphasized bank
and insurance stocks in France, Germany, the Netherlands, and Scandinavia.
But my biggest allocation to financials was in Switzerland, where Zurich
Versicherung, an insurance company, and CS Holdings, a bank, were among the
fund's largest investments and best performers. In addition to these
investments, steering clear of laggards - such as pharmaceuticals, brewers,
and food retailers in the U.K. - also helped performance.
Q. HOW ABOUT JAPAN?
A. Japan made a strong contribution to fund's performance in the first half
of the period. I emphasized brokerage firms and trust banks, which did well
plus we had an extra boost from currency gains. Stocks such as Nomura
Securities and Murata Manufacturing remain among the fund's largest
investments, because I believe they still may have room to improve.
However, the stop-gap government measures that rescued the Japanese
financial system were not enough to bail out the economy. I expect the
economy to remain weak for some time. That's why I cut back my Japanese
investments during the second half of the period, from 28% six months ago
to 18% at the end of October.
Q. THE FUND'S CURRENCY CONTRACTS ARE UP SUBSTANTIALLY FROM THE FIRST HALF
OF THE YEAR. HAS CURRENCY HEDGING HELPED THE FUND'S PERFORMANCE?
A. Yes, it has. In general, I believe that hedging adds flexibility to my
ability to manage an international portfolio. It can either help the fund
by protecting the gains on stocks denominated in local currencies from
devaluation when translated back into dollars. Or, since there's a cost to
hedging, it can take away from the fund's gains if the dollar falls or
stays the same. In this case, hedging helped by offsetting devaluations of
the Spanish peseta, Finnish markka, and Swedish krona, and actually making
a positive contribution to performance. Recently the fund also avoided
losing money due to a rising dollar by hedging against a declining
deutschemark. I started the period with about 3% of the fund invested in
currency contracts and ended with about 10%.
Q. HAVE YOU BEEN DISAPPOINTED BY ANY OF THE STRATEGIC DECISIONS YOU MADE
DURING THE YEAR?
A. Yes, on two fronts. In retrospect, I turned somewhat bearish on Hong
Kong too early. A combination of increasing participation by retail
investors, growing political risk, and a general sense of euphoria over the
Hong Kong market led me to look for other opportunities in the Pacific
Basin. I found them in markets such as Malaysia, Singapore, and Thailand,
which were good performers. However, I missed out on the most recent 20%
upturn in the Hong Kong market by cutting back on my investments
prematurely. Second, I missed out on the quick rise in gold stocks, which
had a very good move earlier this year. It was short, but sharp, and some
of it has already been given back. Nevertheless, I'm disappointed that I
didn't own more gold stocks.
Q. WHAT'S YOUR VIEW ON THE WORLD FINANCIAL MARKETS FOR THE PERIOD AHEAD?
A. I think any economic recovery in Europe or Japan will be muted. That
makes stock selection more important than ever. I'll continue to be
selective about stocks that are closely tied to the economic cycle in
either market and remain focused on companies that have restructured and
whose managements have correctly assessed the current slow growth
environment. I share the consensus expectation that interest rates should
come down in Europe and in Japan over the next year. However, I think the
improvement has probably been widely overestimated and I expect earnings
disappointments to outnumber earnings surprises. That means another year of
double digit gains could be hard to achieve. If the world's lagging
economies pick up faster than expected, I would loosen my rigorous stock
selection criteria and gravitate toward countries that would be the biggest
beneficiaries of rapid recovery.

FUND FACTS
GOAL: to increase the value of the fund's shares
by investing mainly in stocks in Europe, the Far
East, and Pacific Basin
START DATE: December 4, 1984
SIZE: as of October 31, 1993, over $1.4 billion
MANAGER: John Hickling, since January 1993;
manager, VIP: Overseas, since January 1993;
Fidelity Advisor Overseas, since February 1993;
Fidelity Japan Fund, since May 1993: previously
managed Fidelity Europe, International Growth
& Income, International Opportunities (now
Emerging Markets), and Pacific Basin funds
(checkmark)
JOHN HICKLING ON CURRENCY HEDGING:
"Foreign securities involve risks above and beyond
those of the financial markets here at home. Some
risks are unavoidable: no one can predict political
events or the fortunes of a foreign company. But U.S.
investors are also vulnerable to currency risk, which
can be minimized if not entirely avoided by using a
strategy called hedging. Of course, there's also a
potential downside to hedging. That means if the dollar
doesn't move as expected, it can hurt the fund's
returns.
"Most people are familiar with the concept of hedging
as it applies to their everyday lives. Say you're
planning an outdoor party for the month of June.
Because you're going to spend a lot of money for
invitations, food, and music, you also reserve a tent
just in case it rains. Placing a deposit on the tent costs
you something, but not a lot unless you actually need
to use it. And if you do, you're happy to have an option
that lets you go on with your party. If you don't need it,
you cancel it, forfeit the deposit and your party goes on
without a hitch. But if it rains, you're covered.
"A portfolio manager hedges his or her investments in
much the same way. If a stock is purchased on a
foreign exchange in a foreign currency, and the stock
rises in value, a U.S. investor makes money under two
scenarios: first, if the value of the U.S. dollar stays the
same; or second, if the dollar falls during the period.
"However, if the dollar rises -- which sounds like it
ought to be a good thing -- it actually takes more of
the foreign currency to equal a dollar, and that means
the investment gives up some of its gains in the
process.
"A portfolio manager can minimize the effect of the
currency fluctuation by hedging. Here's what that
means: at the same time the foreign shares are
purchased, a futures contract is purchased that makes
it possible to earn a gain on the dollar if it rises in value.
The hedge protects your investment's value in dollars,
because if the dollar goes up, offsetting any gain on the
shares, the manager sells the futures contract and
takes a profit in the rising dollar. If the dollar declines or
does nothing, all the cost to the fund is limited to the
cost of the futures contract."
DISTRIBUTIONS
The Board of Trustees of Fidelity Overseas Fund voted
to pay on December 13, 1993, to shareholders of
record at the opening of business on December 10,
1993, a distribution of $.43 from net investment
income.
OVERSEAS
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993
U.S. 2.3%
Netherlands 5.4%
Row: 1, Col: 1, Value: 2.3
Row: 1, Col: 2, Value: 5.4
Row: 1, Col: 3, Value: 7.2
Row: 1, Col: 4, Value: 18.1
Row: 1, Col: 5, Value: 8.6
Row: 1, Col: 6, Value: 12.9
Row: 1, Col: 7, Value: 4.9
Row: 1, Col: 8, Value: 4.9
Row: 1, Col: 9, Value: 2.7
Row: 1, Col: 10, Value: 8.0
Row: 1, Col: 11, Value: 5.3
Row: 1, Col: 12, Value: 3.1
Row: 1, Col: 13, Value: 16.6
Other 16.6%
Cash 7.2%
Australia 3.1%
France 5.3%
Japan 18.1%
Germany 8.0%
Sweden 2.7%
Switzerland 8.6%
Italy 4.9%
Spain 4.9%
United Kingdom 12.9%
AS OF APRIL 30, 1993

Finland 2.4%
Other 11.1%
Netherlands 4.9%
Row: 1, Col: 1, Value: 2.4
Row: 1, Col: 2, Value: 4.9
Row: 1, Col: 3, Value: 7.5
Row: 1, Col: 4, Value: 28.0
Row: 1, Col: 5, Value: 7.3
Row: 1, Col: 6, Value: 17.3
Row: 1, Col: 7, Value: 4.7
Row: 1, Col: 8, Value: 6.0
Row: 1, Col: 9, Value: 5.8
Row: 1, Col: 10, Value: 5.0
Row: 1, Col: 11, Value: 11.1
Cash 7.5%
France 5.0%
Germany 5.8%
Italy 6.0%
Japan 28.0%
Spain 4.7%
United Kingdom 17.3%
Switzerland 7.3%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 87.6 92.5

Bonds 2.9 -

Short-term and other investments 9.5 7.5

TOP TEN STOCKS

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stet Societa Finanziaria Telefonica Spa (Italy, Telephone Services)
1.9 2.7

Murata Manufacturing Co.
(Japan, Electrical Equipment) 1.6 2.1

Zurich Versicherung (Reg.)
(Switzerland, Insurance) 1.5 0.2

Orix Corp.
(Japan, Credit & Other Finance) 1.5 1.5

Westpac Banking Corp.
(Australia, Banks) 1.5 0.1

CS Holdings (Reg.)
(Switzerland, Banks) 1.4 0.5

Deutsche Bank AG
(Germany, Banks) 1.3 0.8

Swiss Bank Corp. (Bearer)
(Switzerland, Banks) 1.3 0.7

Munich Reinsurance (Reg.)
(Germany, Insurance) 1.3 1.5

Veba Vereinigte Elektrizetaets & Bergwerks AG Ord.
(Germany, Electric Utility)
1.2 1.0

</TABLE>

TOP TEN INDUSTRIES
(BY MAJOR INDUSTRY) % OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Finance 38.8 24.7

Utilities 10.4 8.2

Durables 5.8 9.6

Technology 5.6 11.9

Basic Industries 5.4 10.3

Construction & Real Estate 4.9 4.6

Industrial Machinery & Equipment 3.1 4.2

Services 2.8 2.4

Energy 2.7 4.4

Nondurables 2.5 3.6

OVERSEAS
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 82.7%
SHARES VALUE (NOTE 1)
AUSTRALIA - 3.1%
Ampolex Ltd. Ord. 2,892,300 $ 12,486,927 03212792
FAI Insurance Ltd. Ord. New 3,866,800 2,730,850 30239330
Gold Mines Kalgoorlie 220,000 164,164 38065310
Lend Lease Corp. Ltd. 190,000 2,387,441 52599292
TNT Ltd. (b) 3,141,200 3,662,451 93599292
Westpac Banking Corp. 7,336,081 22,141,099 96121410
Westpac Banking Corp. sponsored ADR 22,000 335,500 96121430
Woolworths Ltd. (Astl.) ADR (b)(e) 62,000 1,209,000 98088830
45,117,432
AUSTRIA - 0.4%
Verbund Gesellschaft 91,900 5,564,266 92299999
BERMUDA - 0.9%
Jardine Strategic Holdings Ord. 3,095,000 12,816,550 47199020
BRAZIL - 0.7%
Telebras PN (Pfd. Reg.) 344,286,800 10,972,420 95499792
CANADA - 0.5%
Noranda, Inc. 460,700 7,806,552 65542210
CHILE - 0.1%
Maderas Y Sinteticos Sociedad Anonima
Masisa sponsored ADR (b) 78,500 1,413,000 55646510
DENMARK - 0.4%
Den Danske Bank Group AS 96,300 5,672,714 24820692
FINLAND - 1.1%
America Group Ltd. Class A Free shares 408,000 6,538,065 02351210
Huhtamaki Ord. 213,700 6,885,769 44499392
Kansallis-Osake-Pankki 322,600 794,890 48199210
Repola OY 100,000 1,476,682 75999A92
Unitas Bank Ltd. B Free shares 109,200 299,175 90499123
15,994,581
FRANCE - 4.6%
Assurances Generales (Reg.) 56,100 6,905,638 04557510
BNP CI 228,600 10,973,264 05599910
BNP CI Ord. 8,200 401,947 05599996
BNP CI (warrants) (b) 228,600 379,323 05599995
Bail Investissement (b) 8,300 1,588,046 05699092
Credit Lyonnais CI 21,900 2,751,405 22799392
Elf Aquitaine 53,400 4,153,735 28627199
Financiere Bank de Suez Cie 105,900 6,268,649 31799110
GAN (Groupe Des Assur Natl.) 77,900 7,241,297 36599792
Lyonnaise des Eaux Dumez SA 18,300 1,688,706 55160010
Paribas SA (Cie Financiere) Class A (b) 57,600 4,681,341 73999192
Pechiney SA CIP 32,150 1,823,612 70599310
Societe Generale Class A 96,500 11,355,825 83357799
Sophia SA 16,900 1,453,640 84199C22
Total Compagnie Francaise des Petroles
Class B 53,100 2,962,487 20434510
UFB Locabail SA (b) 25,500 1,636,387 90599B92
Unibail 27,800 2,452,387 90499592
68,717,689
GERMANY - 7.5%
Allianz Versich Holdings Ord.
(Reg.) (b) 6,850 11,604,591 01882495
BHF Bank (Bank Berlin Hand) 23,900 7,428,656 05549991
BHF Bank (warrants) (b) 2,800 333,007 05549995
Bayer AG 81,200 15,398,547 07273010
Bayerische Vereinsbank AG Ord. 13,400 4,157,072 07276110
Commerzbank AG 26,400 5,358,769 20259710
Deutsche Bank AG 39,500 19,805,647 25152592
Deutsche Bank AG (warrants) (b) 68,700 2,314,654 25299992
Hoechst AG Ord. 24,300 4,115,224 43439010

SHARES VALUE (NOTE 1)

Munich Reinsurance (Reg.) 7,855 $ 18,637,483 62699492
Thyssen AG Ord. 22,300 3,141,590 88629110
Veba Vereinigte Elektrizetaets &
Bergwerks AG Ord. 64,830 18,043,264 92239110
110,338,504
HONG KONG - 1.2%
Cathay Pacific Airways Ltd. 1,050,000 1,712,067 14890610
Hong Kong Land Holdings Ltd. 6,035,000 16,166,196 43858292
17,878,263
INDIA - 0.1%
ITC Ltd.:
GDR (e) 57,000 997,500 45031810
(warrants) (b)(e) 19,000 99,750 45031811
1,097,250
INDONESIA - 1.0%
Astra International (For. Reg.) 110,000 968,332 04699894
Bank International Indonesia Ord. (b) 1,556,300 5,183,833 06199B92
Jakarta International Hotels &
Development Ord. 1,005,800 6,461,088 47399693
Sampoerna, Hanjaya Mandala 400,000 1,475,100 82299892
14,088,353
IRELAND - 1.0%
Anglo Irish Bank 844,900 760,418 03599592
Bank of Ireland U.S. Holdings, Inc. 1,427,000 5,940,630 06278793
Irish Life PLC 2,360,100 7,674,786 46299B92
14,375,834
ITALY - 1.7%
Assicurazioni Generali Spa 478,200 11,552,403 04542910
SAI (Soc Assicur Industriale) 355,000 4,466,060 78399110
SIP Spa 3,031,600 6,566,506 78401792
Saipem Spa Ord. (b) 323,800 549,046 79299292
Simint Spa Priv. New 1,214,278 1,623,550 83799498
24,757,565
JAPAN - 18.1%
ADO Electronic Industrial Co. 62,000 1,433,025 00699992
Aoyama Trading Co. Ord. 44,000 3,291,386 03799092
Asahi Glass (warrants) (b) 200 190,000 04339392
Canon, Inc. 842,000 11,557,620 13780199
Canon, Inc. (warrants) (b) 150 99,375 13800695
Chudenko Corporation 43,000 1,544,910 17123410
Cosmo Oil Company Ltd. 270,000 2,166,466 22199092
Daikyo, Inc. 176,000 1,880,792 23376610
Daiwa House Industry Co. Ltd. 72,000 1,061,262 23406299
Daiwa House Industry Co. Ltd.
(warrants) (b) 75 71,258 23406297
Fujitsu Ltd. 1,059,000 8,360,784 35959010
Hitachi Maxell Ltd. 514,000 8,523,261 43358990
Hitachi Ltd. 1,974,000 15,657,432 43357810
Honda Motor Co. Ltd. 549,000 8,041,549 43812810
IO Data Device, Inc. 13,000 1,058,683 45099A92
Izumi Co. Ord. 86,000 1,750,898 46399292
Joshin Denki Co. Ltd. Ord. 50,000 649,470 48199999
Konica Corp. 520,000 3,444,314 50046M10
Kyocera Corporation 26,000 1,473,054 50155610
Marubeni Corp. 585,000 2,770,063 57381010
Marukyo Corp. 55,000 1,570,705 57899792
Matsushita Electric Industrial Co. Ltd. 779,000 10,549,335 57687910
Minebea Co. 646,000 3,136,272 60299392
Mitsubishi Bank of Japan 199,000 5,646,430 60674210
Mitsubishi Heavy Industry 583,000 3,625,286 60699310
Mitsubishi Trust & Banking 637,000 8,685,030 60699410
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
JAPAN - CONTINUED
Murata Manufacturing Co. (b) 654,000 $ 22,954,765 62699110
Nichido Fire & Marine Insurance Co. 710,000 5,121,422 65399920
Nikko Securities 206,000 2,258,314 65399010
Nippon Sheet Glass (warrants) (b) 350 161,875 65461393
Nippon Shinpan Ltd. 226,000 2,123,629 65461710
Nomura Securities Co. Ltd. 570,000 10,449,565 65536130
Oji Paper Ltd. 275,000 2,609,398 67811810
Orix Corp. 591,000 22,376,879 68616710
Sankyo Co. Ltd. 8,000 655,919 82299792
Sanwa Bank 386,000 8,427,638 80399410
Sony Corp. 180,700 8,190,181 83569999
Sumitomo Realty & Development Co. Ltd. 352,000 2,464,486 86562310
Sumitomo Trust & Banking Co. 372,000 5,003,407 86599310
Suzuki Motor Corp. 558,000 4,826,918 86958592
TDK Corp. 137,000 4,808,567 87235110
Tobu Railway 215,000 1,479,548 88739110
Tohoku Electric Power, Inc. 255,000 7,587,747 88906099
Tokio Marine & Fire Insurance Co. Ltd.
(The) 675,000 8,270,383 88909099
Tokyo Electric Power Co., Inc. 62,000 1,970,521 88910710
Tokyo Style Co. Ltd. 659,000 12,081,164 88999410
Toppan Printing (warrants) (b) 200 127,500 89074792
Toshiba Corp. 2,254,000 14,493,716 89149310
Toyota Motor Corporation 642,000 11,118,933 89399999
267,801,135
KOREA (SOUTH) - 0.6%
Cho Hing Bank Co. Ltd. 79,000 970,938 17099E22
Korea Electric Power Corp. 245,000 5,852,464 50099B92
Seoul Securities Co. (b) 118,500 2,493,347 83599P22
9,316,749
MALAYSIA - 1.8%
Ekran Berhad Ord. (b) 313,000 1,898,082 28299792
Magnum Corp. BHD 960,000 2,366,198 55999392
Renong BHD 629,000 880,996 75999H22
Resorts World BHD 497,000 2,722,223 76199592
Telekom Malaysia BHD 1,139,000 9,625,347 94099892
Tenega Nasional BHD 1,799,000 9,360,989 92099992
26,853,835
MEXICO - 0.9%
Grupo Dina (Consorcio G) ADR (b) 117,200 2,461,200 21030610
Grupo Financiero Bancomer SA de CV
sponsored ADR, Series C (e) 189,800 5,551,650 40048610
Telefonos de Mexico SA sponsored ADR
representing shares Ord. Class L 94,000 5,146,500 87940378
13,159,350
NETHERLANDS - 5.3%
ABN-AMRO Holdings NV 334,810 12,695,727 00399192
Aegon NV Ord. 196,000 10,092,422 00792493
Akzo NV Ord. 129,200 12,234,254 01019910
Amev NV CVA 7,700 333,050 03199092
Hoogovens en Staalfabrieken (b) 52,700 1,180,079 43888410
International Nederlanden Groep CVA 223,000 9,680,802 46099892
KBB NV Ord. 56,700 2,907,616 48130092
Oce Van Der Grinten NV 288,500 8,684,710 67462710
Philips Electronics 623,300 12,870,889 71833799
Pirelli Tyre Holdings NV:
Ord. (b) 185,400 1,272,880 72499092
(warrants) (b) 838,600 1,328,653 72499093
Stad Rotterdam 105,600 2,448,292 85299822
Wereldhave NV 48,800 2,927,742 95199E22
78,657,116

SHARES VALUE (NOTE 1)
NEW ZEALAND - 0.0%
Brierley Investments Ltd. 338,700 $ 240,179 10901410
NORWAY - 1.3%
Bergesen Group Class B 271,900 5,503,376 08399011
Den Norske Bank Class A Free
shares (b) 1,328,700 4,602,577 25299792
Mosvold Shipping AS 'B' 87,300 753,046 62099294
Olav Thon Eiendomsselskp Ord. 103,900 1,594,879 67941099
Orkla AS Class B (non-vtg.) 152,400 5,631,026 39299192
Smedvig AS 76,500 1,766,624 79799892
19,851,528
SINGAPORE - 1.0%
Kim Eng Holdings Ltd. 1,096,000 2,335,444 49499D92
Neptune Orient Lines Ltd. (b) 9,003,000 10,159,705 64099610
United Overseas Bank (warrants) (b) 565,875 1,855,097 91199E92
14,350,246
SOUTH AFRICA - 0.1%
Driefontein Consolidated Ltd. ADR 157,300 1,769,625 26202640
SPAIN - 4.9%
Acerinox SA (Reg.) 35,775 2,411,500 00499192
Argentiria Corp. Bancaria de Esp (b) 90,400 4,051,259 21991392
Banco Bilbao Vizcaya SA Ord. (Reg.) 472,900 12,102,736 05945891
Banco Central SA (Reg.) 50,700 1,408,333 05947010
Banco Intercontinental Espanol (b) 95,450 8,328,895 24699592
Banesto (Reg.) 199,000 4,038,964 05981699
Corporacion Mapfre International Reas
(Reg.) 184,450 8,498,362 16899192
Iberdrola SA 729,500 4,803,889 45499892
Metalurgica Duro Felguera (b) 188,400 866,640 60299792
Repsol SA Ord. 269,600 8,058,045 76026T10
Telefonica de Espana SA Ord. (b) 1,124,000 14,653,633 87938210
Vallehermoso SA 153,500 2,831,222 91899210
72,053,478
SWEDEN - 2.7%
Aktiebolaget Electrolux 204,400 7,150,000 01019810
Frontline (b) 453,000 1,495,965 35999F22
ICB Shipping (b) 65,000 739,359 44999B92
ICB Shipping (rights) (b) 130,000 159,002 44999B93
OM Gruppen AB Ord. (b) 52,800 1,472,407 68199E22
SKF AB Ord. (b) 440,600 6,790,069 78437530
Scribona AB B Free shares (b) 91,100 389,983 81199B92
Securitas B Free Shares 17,100 478,951 81399792
Skandia International Holding Co. AB
ADR (b) 114,600 2,424,878 83055510
Skandinaviska Enskilda Banken Class A
Free shares 1,178,600 8,649,215 88099222
Skanska Class B (b) 487,200 10,249,314 93899392
39,999,143
SWITZERLAND - 8.6%
Alusuisse Lonza (Reg.) 13,510 4,892,137 02239994
Baloise Holding (Reg.) (b) 7,800 12,187,091 05899195
CS Holdings (b):
(Bearer) 600 1,374,015 17599792
(Bearer) (warrants 1A 12/21/93) 600 45,264 15099426
(NA) (warrants 12/21/93) 28,200 406,572 15099425
(Reg.) 46,700 20,762,515 17599795
Ciba-Geigy AG:
(Reg.) 7,065 3,662,193 17199492
(warrants) (b) 1,480 6,550 17199494
Globus Magazine Part. Cert. 8,200 5,471,249 37957792
Holderbank Financiere AG PC (Bearer) 17,040 9,426,991 43479593
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SWITZERLAND - CONTINUED
Leu Holdings 5,400 $ 2,100,251 52699B22
Sulzer Gebrueder AG Class B
(warrants) (b) 20,830 82,412 86557692
Surveillance, Societe Generale
(Bearer) (b) 1,690 2,039,899 86901193
Swiss Bank Corp. (Bearer) (b) 55,600 18,716,647 87083610
Swiss Reinsurance Corp. (Bearer) (b) 2,275 5,903,940 87099392
Swiss Reinsurance Corp. (Reg.) 850 2,143,168 87099393
Winterthur Schweiz (Reg.) 30,750 15,856,999 97629994
Zurich Versicherung (Reg.) 25,000 22,665,549 99499597
127,743,442
THAILAND - 0.2%
Ruam Pattana Fund II (b) 2,683,000 1,508,785 76999522
Ruang Khao Unit Trust (For. Reg.) 2,633,900 1,403,210 77399393
2,911,995
UNITED KINGDOM - 12.9%
BET Public Ltd. Co. Ord. 4,570,000 8,530,773 05538H10
Barclays PLC Ord. 1,596,700 13,483,413 06738E10
Bass PLC Ord. 736,500 5,319,231 06990492
British Petroleum PLC Ord. 1,042,400 5,389,667 11088910
British Steel PLC Ord. 6,075,300 11,633,227 11101510
British Vita Ord. 495,500 1,835,208 11199192
Burton Group PLC Ord. 5,911,300 6,568,223 12304910
Dixons Group PLC 662,200 2,555,635 25587592
First National Finance Corporation PLC 1,227,800 1,564,328 33599392
Great Universal Stores PLC Ord.
Class A 658,400 5,218,498 39133420
Hillsdown Holdings PLC 2,668,400 6,443,786 43258610
Ladbroke Group PLC Ord. 4,086,800 10,444,185 50572799
London & Scottish Marine Oil Ltd. Ord. 341,200 730,431 54179710
Midlands Electricity PLC 944,200 8,840,620 59780293
Mirror Group Newspaper PLC (b) 663,700 1,573,234 60499792
National Westminster Bank PLC Ord. 1,833,100 15,045,187 63853930
North West Water Ord. 665,600 5,221,326 67299195
Rolls Royce Ltd. Ord. 3,040,299 6,891,446 77577910
Royale Insurance Co. Ltd. 2,259,000 10,575,599 78074910
Saatchi & Saatchi PLC Ord. (b) 2,439,500 6,649,979 78514310
Slough Estates PLC 1,878,100 7,192,522 83199110
Storehouse PLC 971,900 2,807,751 86211210
TSB Group PLC 1,129,300 3,789,479 87199010
Taylor Woodrow PLC 1,177,500 2,145,699 87667410
Tesco PLC Ord. 211,400 635,775 88157510
Tomkins PLC Ord. 620,800 2,290,094 89003010
Trafalgar House PLC Ord. 1,020,900 1,474,649 89270710
Vickers PLC Ord. units 5,805,475 12,127,173 92549310
Vodafone Group PLC 490,000 4,014,423 92857T92
Warburg (SG) Group PLC Ord. 659,400 9,026,566 81799099
Whitbread Class A 1,346,600 10,334,037 96341499
190,352,164
TOTAL COMMON STOCKS
(Cost $992,319,925) 1,221,670,958
PREFERRED STOCKS - 4.9%
CONVERTIBLE PREFERRED STOCKS - 0.1%
NETHERLANDS - 0.1%
ABN-AMRO Holdings NV 6% 22,320 846,357

SHARES VALUE (NOTE 1)
NONCONVERTIBLE PREFERRED STOCKS - 4.8%
AUSTRIA - 1.1%
Creditanstaldt Bank 210,300 $ 14,445,030 22539210
MaCulan Holding Ord. 18,300 1,939,792 55699594
16,384,822
GERMANY - 0.5%
RWE AG 22,800 5,185,230 76204599
Boss (Hugo) AG 4,250 2,281,490 44451094
7,466,720
ITALY - 3.2%
Banco Ambro Veneto N/C Risp 1,976,400 3,375,256 06399592
Danieli & C Spa N/C Risp 1,841,600 6,245,326 23599610
SAI (Sta Assicur Industriale) N/C Risp 1,190,200 7,075,763 78399192
SIP (Societa Ital Per L'Eser) Spa Di Risp
N/C Ord. 350,000 618,355 78401796
Simint Spa Priv. Ord. 1,214,300 1,157,167 83799496
Stet Societa Finanziaria Telefonica Spa 14,226,700 27,668,086 85982592
Unicem Di Risp 368,900 1,026,833 91199792
47,166,786
TOTAL NONCONVERTIBLE PREFERRED STOCKS 71,018,328
TOTAL PREFERRED STOCKS
(Cost $58,854,709) 71,864,685
CORPORATE BONDS - 0.0%
PRINCIPAL
AMOUNT (A)
CONVERTIBLE BONDS - 0.0%
GRAND CAYMAN - 0.0%
Bangkok Land Euro 4 1/2%,
10/13/03 (e)
(Cost $600,000) - $ 600,000 696,000
GOVERNMENT OBLIGATIONS (D) - 2.9%
ARGENTINA - 0.8%
Argentina Republic BOCON
3 1/4%, 4/1/01 (f) B1 14,446,172 11,694,177 039995AF
BRAZIL - 0.7%
Brazil Federative Republic IDU
Euro 8 3/4%, 1/1/01 (f) B2 13,450,000 10,726,375 249998AV
DENMARK - 0.7%
Danish Government Bullet 7%,
12/15/04 Aa1 DKK 62,500,000 9,652,412 249998AV
FRANCE - 0.7%
French Government Strips
4/25/23 Aaa FRF 420,000,000 10,638,684 351996BL
TOTAL GOVERNMENT OBLIGATIONS
(Cost $40,183,662) 42,711,648
INDEXED SECURITIES - 2.3%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (A)
UNITED STATES OF AMERICA - 2.3%
Bankers Trust Company (c)(f):
8.0225%, 10/28/94 (coupon
inversely indexed to JPY
LIBOR and principal indexed
to value of 9-year Japanese
securities, both multiplied
by 3) $ 13,300,000 $ 13,293,350 0669918T
11.025%, 7/12/96 (coupon
inversely indexed to 6-month
JPY LIBOR, multiplied by 10) 5,000,000 6,481,000 0669917D
10.295%, 7/15/96 (coupon
inversely indexed to 6-month
JPY LIBOR, multiplied by 10) 3,000,000 3,827,700 0669917F
10.245%, 7/23/96 (coupon
inversely indexed to 6-month
JPY LIBOR, multiplied by 10) 3,000,000 3,817,800 0669917H
Citibank Nassau 4 5/8%,
7/30/96 (inversely indexed to
1-year SEK swap rate,
multiplied by 10) 1,125,000 1,096,425 223991AH
ITT Corp. 3.66%, 6/27/94
(inversely indexed to 1-year SEK
swap rate, multiplied by 10) 5,000,000 5,242,000 4506799M
TOTAL INDEXED SECURITIES
(Cost $30,425,000) 33,758,275
REPURCHASE AGREEMENTS - 7.2%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due 11/1/93 $ 107,287,458 107,261,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,229,644,296) $ 1,477,962,566
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
737,000,000 BEF 2/4/94 $ 19,946,233 $ 867,096
161,320,930 DKK 12/1/93 to
2/9/94 23,466,448 679,605
3,956,826,000 ESP 11/15/93 to
2/1/94 29,084,906 876,132
59,195,000 FIM 2/4/94 10,108,887 109,480
275,657,909 FRF 2/9/94 46,237,298 718,397
73,880,000 NOK 2/8/94 9,973,720 118,625
90,507,500 SEK 2/4/94 10,953,567 189,251
TOTAL CONTRACTS TO SELL
(Receivable amount $153,329,645) $ 149,771,059 $ 3,558,586
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 10.1%
CURRENCY TYPE ABBREVIATIONS
BEF - Belgian franc
DKK - Danish krone
FIM - Finnish markka
FRF - French franc
JPY - Japanese yen
NOK - Norwegian krone
ESP - Spanish peseta
SEK - Swedish krona
LEGEND
1. Principal amount is stated in United States dollars unless otherwise
noted.
2. Non-income producing
3. Inverse floating rate security (inverse floater) 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 of an inverse floater may be
considerably more volatile than the price of a comparable fixed rate
security.
4. 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.
5. 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 $8,553,900 or 0.6% of net
assets.
6. 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, during
the year ended October 31, 1993, aggregated $900,078,190 and $608,420,634,
respectively.
Brokerage commissions received by FBSI, an affiliate of the fund's
investment adviser, from portfolio transactions during the year ended
October 31, 1993, amounted to $3,290. (See Note 3 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 $3,706,000. The weighted average
interest rate was 3.41%. Interest earned from the interfund lending program
amounted to $1,053 and is included in interest income on the Statement of
Operations. (See Note 2 of Notes to Financial Statements).
INCOME TAX INFORMATION
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $1,229,864,219. Net unrealized appreciation aggregated
$248,098,347, of which $264,161,850 related to appreciated investment
securities and $16,063,503 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.
For the period, interest and dividends from foreign countries were
$19,290,679 or $0.35 per share. Taxes paid to foreign countries were
$3,723,473 or $0.07 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Aerospace and Defense 0.5%
Basic Industries 5.4
Conglomerates 1.5
Construction and Real Estate 4.9
Durables 5.8
Energy 2.7
Finance 38.8
Government Obligations 2.9
Health 0.2
Industrial Machinery and Equipment 3.1
Media and Leisure 1.6
Nondurables 2.5
Precious Metals 0.1
Repurchase Agreements 7.2
Retail and Wholesale 2.3
Services 2.8
Technology 5.6
Transportation 1.7
Utilities 10.4
100.0%
OVERSEAS
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $107,261,000)
(cost $1,229,644,296) $ 1,477,962,566
(Note 2) - See accompanying schedule

Short foreign currency contracts (Note 2) $ (149,771,059
Contracts held, at value )

Receivable for contracts held 153,329,645 3,558,586

Cash 447,241

Receivable for investments sold 21,719,883

Receivable for fund shares sold 7,444,494

Dividends receivable 3,451,545

Interest receivable 1,430,031

Other receivables 840,689

TOTAL ASSETS 1,516,855,035

LIABILITIES

Payable for investments purchased 18,772,794

Payable for fund shares redeemed 5,766,975

Accrued management fee 903,982

Other payables and accrued expenses 744,967

TOTAL LIABILITIES 26,188,718

NET ASSETS $ 1,490,666,317

Net Assets consist of:

Paid in capital $ 890,242,081

Undistributed net investment income 7,779,873

Accumulated undistributed net realized gain (loss) on 340,767,507
investments

Net unrealized appreciation (depreciation) on:

Investment securities 248,318,270

Foreign currency contracts 3,558,586

NET ASSETS, for 54,888,680 shares outstanding $ 1,490,666,317

NET ASSET VALUE and redemption price per share ($1,490,666,317 (divided by) 54,888,680 shares) $27.16

Maximum offering price per share (100/97 of $27.16) $28.00

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED OCTOBER 31, 1993

INVESTMENT INCOME $ 23,731,172
Dividends

Interest 3,248,654

26,979,826

Less foreign taxes withheld (Note 1) (3,723,473
)

TOTAL INCOME 23,256,353

EXPENSES

Management fee (Note 3) $ 7,984,147
Basic fee

Performance adjustment (58,499
)

Transfer agent fees (Note 3) 3,518,007

Accounting fees and expenses 474,717
(Note 3)

Non-interested trustees' 6,351
compensation

Custodian fees and expenses 885,104

Registration fees 120,308

Audit 68,394

Legal 12,501

Miscellaneous 11,795

TOTAL EXPENSES 13,022,825

NET INVESTMENT INCOME 10,233,528

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

Investment securities (45,317,120
)

Foreign currency contracts (4,459,516 (49,776,636
) )

Change in net unrealized appreciation (depreciation) on:

Investment securities 366,966,366

Foreign currency contracts 3,558,586 370,524,952

NET GAIN (LOSS) 320,748,316

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 330,981,844

OTHER INFORMATION $1,367,026
Sales charges paid to FDC
(Note 3)

Accounting fees paid to FSC $458,583
(Note 3)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,

INCREASE (DECREASE) IN NET ASSETS 1993 1992

Operations $ 10,233,528 $ 16,387,158
Net investment income

Net realized gain (loss) on investments (49,776,636 77,932,655
)

Change in net unrealized appreciation (depreciation) on investments 370,524,952 (216,659,619
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 330,981,844 (122,339,806
)

Distributions to shareholders from: (11,187,669 (15,672,517
Net investment income ) )

Net realized gain (75,938,524 (41,321,476
) )

Share transactions 854,803,474 343,987,997
Net proceeds from sales of shares

Reinvestment of distributions from: 10,699,443 15,141,925
Net investment income

Net realized gain 74,114,307 40,349,242

Cost of shares redeemed (494,651,306 (387,736,435
) )

Net increase (decrease) in net assets resulting from share transactions 444,965,918 11,742,729

TOTAL INCREASE (DECREASE) IN NET ASSETS 688,821,569 (167,591,070
)

NET ASSETS

Beginning of period 801,844,748 969,435,818

End of period (including undistributed net investment income of $7,779,873 and
$8,734,014, respectively) $ 1,490,666,317 $ 801,844,748

OTHER INFORMATION
Shares

Sold 35,327,981 13,611,105

Issued in reinvestment of distributions from: 536,856 623,867
Net investment income

Net realized gain 3,718,746 1,662,515

Redeemed (21,200,545 (15,401,175
) )

Net increase (decrease) 18,383,038 496,312

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

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED OCTOBER 31,

SELECTED PER-SHARE DATA 1993 1992(DAGGER) 1991 1990 1989

Net asset value, beginning of period $ 21.96 $ 26.92 $ 27.47 $ 26.30 $ 25.30

Income from Investment Operations

Net investment income .27 .46 .54* .35 .30

Net realized and unrealized gain (loss)
on investments 7.40 (3.82) .45 2.16 1.28

Total from investment operations 7.67 (3.36) .99 2.51 1.58

Less Distributions

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

From net realized gain (2.10)** (1.16) (1.08)** (1.13)** (.34)**

Total distributions (2.47) (1.60) (1.54) (1.34) (.58)

Net asset value, end of period $ 27.16 $ 21.96 $ 26.92 $ 27.47 $ 26.30

TOTAL RETURN(double dagger) 39.01% (13.05)% 4.12% 9.58% 6.40%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 1,490,666 $ 801,845 $ 969,436 $ 1,011,152 $ 876,567

Ratio of expenses to average net assets 1.27% 1.52% 1.53% 1.26% 1.06%

Ratio of net investment income to average
net assets 1.00% 1.78% 2.19% 1.34% 1.06%

Portfolio turnover rate 64% 122% 132% 96% 100%

(dagger) AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
* INCLUDES $.08 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY WITHHELD
ON DIVIDEND AND INTEREST PAYMENTS.
** INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
(double dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.

</TABLE>

WORLDWIDE
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Worldwide has a
3% sales charge, which has been waived through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED PAST 1 LIFE OF
OCTOBER 31, 1993 YEAR FUND

Worldwide 36.10% 33.70%

Worldwide
(incl. 3% sales charge) 32.02% 29.69%

Morgan Stanley World Index 27.01% 24.02%

Average Global Fund 28.37% 32.17%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
May 30, 1990. You can compare the fund's figures to the performance of the
Morgan Stanley World index - a broad measure of the performance of stocks
across the world, weighted by each country's market capitalization (or the
total value of its outstanding shares). You can also compare the fund's
performance to the average global fund, which reflects the performance of
77 funds with similar objectives tracked by Lipper Analytical Services.
These benchmarks include reinvested dividends and capital gains, if any,
and exclude the effects of sales charges.
AVERAGE TOTAL RETURNS
PERIODS ENDED PAST 1 LIFE OF
OCTOBER 31, 1993 YEAR FUND

Worldwide 36.10% 8.84%

Worldwide
(incl. 3% sales charge) 32.02% 7.88%

Morgan Stanley World Index 27.01% 6.48%

Average Global Fund 28.37% 8.40%

AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
$10,000 OVER LIFE OF FUND
Worldwide Fund (318) MS World Index
05/30/90 9700.00 10000.00
05/31/90 9729.10 10038.61
06/30/90 9981.30 9964.14
07/31/90 10252.90 10051.93
08/31/90 9098.60 9108.00
09/30/90 8196.50 8144.51
10/31/90 8681.50 8901.68
11/30/90 8681.50 8752.34
12/31/90 8631.28 8932.45
01/31/91 8875.93 9255.96
02/28/91 9365.23 10109.62
03/31/91 9042.29 9808.57
04/30/91 9130.37 9882.21
05/31/91 9198.87 10103.10
06/30/91 8543.20 9476.34
07/31/91 9071.65 9920.84
08/31/91 9208.65 9886.25
09/30/91 9365.23 10142.44
10/31/91 9404.37 10303.82
11/30/91 8905.29 9851.69
12/31/91 9311.08 10565.69
01/31/92 9410.03 10366.97
02/29/92 9696.98 10184.99
03/31/92 9469.40 9702.08
04/30/92 9884.99 9834.16
05/31/92 10300.57 10222.20
06/30/92 9944.35 9876.60
07/31/92 9845.41 9898.58
08/31/92 9706.88 10136.03
09/30/92 9706.88 10039.86
10/31/92 9528.77 9764.70
11/30/92 9677.19 9936.32
12/31/92 9889.02 10013.50
01/31/93 10214.25 10043.98
02/28/93 10458.17 10278.91
03/31/93 11057.81 10871.83
04/30/93 11332.22 11372.70
05/31/93 11687.94 11631.78
06/30/93 11565.98 11531.21
07/31/93 11820.07 11765.78
08/31/93 12562.00 12302.20
09/30/93 12429.87 12071.96
10/31/93 12968.54 12401.72
Let's say you invested $10,000 in Fidelity Worldwide Fund on its start date
and paid a 3% sales charge. By October 31, 1993, it would have grown to
$12,969 - a 29.69% increase on your initial investment. That compares to
$10,000 invested in the Morgan Stanley World index, which would have grown
to $12,402 over the same period - a 24.02% increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
WORLDWIDE
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Penny Dobkin, Portfolio Manager of Fidelity Worldwide
Fund
Q. PENNY, HOW DID THE FUND PERFORM?
A. Better than its benchmark and its peers. Total return for the fund's
fiscal year, which ended October 31, 1993, was 36.10%. During the same
period, the Morgan Stanley World index rose 27.01%; and the average global
fund's total return was 28.37%, according to Lipper Analytical Services.
Q. HOW DID YOU MANAGE TO BEAT THE INDEX AND OUTPERFORM YOUR PEERS?
A. By overemphasizing Europe, underemphasizing the U.S. and Japan, and
largely avoiding Mexico. Within Europe, which totaled about 40% of the
fund's investments, I owned more stocks in Switzerland and the Netherlands
than the index does, and both countries did well; at the same time, I owned
less stocks in France, and that, too, worked out to the fund's advantage.
Basically, though, it was a year when the secret to beating the index lay
in avoiding as much as possible those handful of markets that lagged the
index. If you did that, then you had a chance to do well.
Q. CAN YOU TELL US MORE ABOUT WHAT WORKED IN EUROPE?
A. Swiss stocks totaled about 4% of the fund. I had good luck there with
banks, insurance companies and other finance-sector stocks - companies like
Leu Holdings - that profited when Switzerland lowered interest rates ahead
of other European countries. Dutch stocks were only about 3% of the fund at
the end of April but were nearly twice that six months later. There the
most exciting stories were distribution companies, infrastructure companies
and retailers; Volker Stevin in construction and MacIntosh Confectionary in
retailing, for example. With the exception of the retailers, most were
classic cyclicals, or stocks that react quickly to changes in the economy.
Q. DO YOU HAVE ANY REGRETS?
A. Of course. Among developing countries, I missed Malaysia and Brazil, and
both were phenomenal. I also missed the French finance sector - banks and
insurance companies - mainly because I didn't believe their earnings
potential was as great as others did. Finally, I reduced Hong Kong early
because I was worried about rising interest rates and slowing economic
growth in China, but the market kept climbing.
Q. TELL US ABOUT YOUR EXPERIENCE WITH U.S. STOCKS DURING THE PERIOD.
A. U.S. stocks were more than one-third of the fund last April, but had
fallen to less than one-fifth of the fund by the end of October. That may
still seem high, and in fact I owned more U.S. stocks than those of any
other country. But U.S. stocks are more than 40% of the global index, so
you can see how little I really owned. My big remaining bets were mostly
energy-related - oil, natural gas, and oil-service companies. Most did
well, although I've cut back sharply in the sector. I also had success with
farm equipment manufacturers, generally regarded as cyclicals - companies
like Deere. But in general, domestic stocks were not the big story last
year. Consider the fact that the S&P 500 index, a broad measure of U.S.
stock performance, rose 14.94% during the fund's fiscal year; while the
EAFE index, which tracks stocks in Europe, Australia and the Far East, was
up 37.46%
Q. IS CURRENCY RISK SOMETHING YOU WORRY ABOUT?
A. Currency risk - or the risk that when you translate an investment back
into U.S. dollars it will be worth less because of currency devaluations -
is definitely a factor, especially in Europe and Japan. One way to reduce
that risk is by making offsetting investments - a process known as hedging.
I've done some hedging against the Spanish peseta, the Japanese yen and the
Norwegian krone. Altogether, about 5% of the fund's investments are hedged.
But there's a cost to hedging - you lose if the currency stays level or
rises - so it's not something I do indiscriminately. As a rule, the stocks
I'm looking for anyway are the ones that have the potential to make a big
move - enough, one hopes, to overcome the effect of currency fluctuations.
Q. WHAT HAPPENED IN JAPAN?
A. While Japanese stocks rose during the period, they gave back a good part
of those gains in September and October, when the fund's stake totaled
about 12%. By contrast, about 7.8% of the index was made up of Japanese
stocks. The theme I've been playing lately is consumption: retailers, autos
and consumer electronics. The government has lowered interest rates in
Japan and raised public-sector investment, but they haven't done anything
yet for the consumer. When they do - probably in the form of tax relief -
these are the kinds of stocks that could benefit the most.
Q. THE FUND HAS LIMITED INVESTMENTS IN SO-CALLED EMERGING MARKETS, OR
DEVELOPING COUNTRIES. WHY?
A. I haven't exactly ignored emerging markets. Investments in Latin America
and underdeveloped Asian countries totaled about 14% of the fund at the end
of October. That included about a 6% stake in Mexican stocks, led by three
stocks in the fund's top 10: Grupo Tribasa, a construction company; Grupo
Carso, a conglomerate; and Cemex, a cement company. Now that inflation has
settled down in Mexico, I think economic growth could pick up noticeably
next year. That said, my decision not to emphasize these markets in 1993
was simply the result of my finding equally good opportunities in more
established markets, particularly in Europe.
Q. WHAT'S YOUR OUTLOOK?
A. It's positive, although no one should expect another year of 30%-plus
returns. It's not often that the gap between foreign markets and domestic
markets gets as wide as it did last year, and I expect it will narrow. That
said, the interest-rate climate is still attractive, and that was a big
reason why European stocks surged last year. We may be as much as
two-thirds of the way through the interest-rate cycle in Europe, but we
could see more cuts in the months ahead. As for sector selections, finance
stocks were the focus of the fund last year, nearly 18% of the total.
That's likely to continue as long as interest rates are falling, but
eventually I'll probably cut back on banks as rates stabilize. When I do, I
may replace them with metals, heavy-machinery and other late-cyclical
stocks; construction and real estate stocks alone have nearly doubled as a
percentage of the fund's total investments in the last six months. Finally,
I may be looking more at small-company European stocks in the months ahead.
They've lagged larger companies for almost three years, but may have begun
lately to make their move.

FUND FACTS
GOAL: to increase the value of the fund's shares
by investing mainly in common stocks from
around the world
START DATE: May 30, 1990
SIZE: as of October 31, 1993, over $287 million
MANAGER: Penelope Dobkin, since May 1990;
manager, Fidelity Europe Fund, 1986-1990;
Fidelity United Kingdom Fund, 1987-1989;
Fidelity Select Financial Services Portfolio,
1983-1986; analyst, banking and real estate
(checkmark)
PENNY DOBKIN ON THE EARNINGS OUTLOOK FOR EUROPEAN
BUSINESS:
"In order for European markets to keep climbing,
eventually we'll have to see better earnings growth.
The high returns we enjoyed in Europe last year were
due almost entirely to falling interest rates and hopes
for an economic recovery. And except for the U.K.
most of Europe is still mired in a deep recession,
marked by high unemployment and lagging earnings.
On the positive side, what has amazed me lately is the
amount of cost-cutting European business has
undertaken. That used to be my big bugaboo about
Europe, but conditions have changed dramatically in
the last 12 months. So when business picks up,
earnings growth could be significant. My hope is that
we'll begin to see evidence to that effect with the
release of final 1993 earnings in the spring of 1994."
(bullet) Those European countries with the greatest
percentage of the fund's total investments at the end
of October were the Netherlands, 6.8%, compared to
3.3% six months ago; the U.K, 5.9%, compared to
6.1%; Germany, 4.8%, compared to 4.1%;
Switzerland, 4.4%, compared to 4.5%; and Sweden,
4.0%, compared to 2.4%.
(bullet) 40.3% of the fund was invested in Europe, 18.5%
in the United States, 14.6% in emerging markets and
11.4% in Japan.
(bullet) Among the emerging markets where the fund may
increase its stake in the months ahead are India,
which has the largest middle-class population in the
world and more than 7,000 publicly traded stocks to
choose from; and the Philippines, where political
conditions have stabilized and earnings growth in
1994 could lead all of Asia.
DISTRIBUTIONS
The Board of Trustees of Fidelity Worldwide Fund
voted to pay on December 13, 1993, to shareholders
of record at the opening of business on December 10,
1993, a distribution of $0.15 derived from capital gains
realized from sales of portfolio securities and a
dividend of $0.10 from net investment income.
WORLDWIDE
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993
Finland 2.2%
Hong Kong 2.4%
Row: 1, Col: 1, Value: 2.2
Row: 1, Col: 2, Value: 6.8
Row: 1, Col: 3, Value: 10.0
Row: 1, Col: 4, Value: 11.4
Row: 1, Col: 5, Value: 4.4
Row: 1, Col: 6, Value: 2.2
Row: 1, Col: 7, Value: 7.4
Row: 1, Col: 8, Value: 5.9
Row: 1, Col: 9, Value: 14.0
Row: 1, Col: 10, Value: 4.1
Row: 1, Col: 11, Value: 18.5
Row: 1, Col: 12, Value: 4.8
Row: 1, Col: 13, Value: 2.6
Row: 1, Col: 14, Value: 3.3
Row: 1, Col: 15, Value: 2.4
Spain 3.3%
Netherlands 6.8%
Norway 2.6%
Germany 4.8%
Other 10.1%
United
States 18.5%
Japan 11.4%
Switzerland 4.4%
Sweden 4.0%
France 2.2%
Mexico 7.4%
Cash 14.0%
United Kingdom 5.9%
AS OF APRIL 30, 1993

Netherlands 3.3%
Argentina 3.5%
Row: 1, Col: 1, Value: 3.3
Row: 1, Col: 2, Value: 8.6
Row: 1, Col: 3, Value: 9.9
Row: 1, Col: 4, Value: 4.5
Row: 1, Col: 5, Value: 7.4
Row: 1, Col: 6, Value: 6.1
Row: 1, Col: 7, Value: 13.0
Row: 1, Col: 8, Value: 2.4
Row: 1, Col: 9, Value: 35.1
Row: 1, Col: 10, Value: 4.1
Row: 1, Col: 11, Value: 4.7
Row: 1, Col: 12, Value: 3.5
Spain 4.7%
Other 8.6%
Germany 4.1%
Japan 9.9%
Switzerland 4.5%
United
States 35.1%
Mexico 4.8%
United Kingdom 6.1%
Cash 13.0%
Sweden 2.4%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 80.4 75.8

Bonds 5.6 11.2

Short-term investments 14.0 13.0

TOP TEN STOCKS

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Grupo Tribasa SA de CV sponsored ADR (Mexico, Construction)
2.0 -

Marieberg Tidnings 'A'
(Sweden, Publishing) 1.1 -

Jurong Cement
(Singapore, Building Materials) 0.9 -

Grupo Carso SA de CV Class A-1 (Mexico, Conglomerates)
0.9 0.1

Cemex SA, Series B
(Mexico, Building Materials) 0.7 -

Kong Wah Holdings Ltd.
(Hong Kong, Consumer Electronics) 0.7 -

Fosters Brewing Group Ltd.
(Australia, Beverages) 0.6 -

MacIntosh Confectionary Works (Netherlands, Apparel Stores)
0.6 -

Scribona AB B Free shares
(Sweden, Computers & Office Equipment)
0.6 -

Banco Bilbao Vizcaya SA Ord. (Reg.) (Spain, Banks)
0.6 1.5

</TABLE>

TOP TEN INDUSTRIES
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Finance 17.9 19.2

Construction & Real Estate 11.8 6.8

Basic Industries 9.4 6.4

Retail & Wholesale 7.7 8.7

Durables 7.6 4.2

Energy 4.5 11.3

Industrial Machinery & Equipment 3.8 4.7

Media & Leisure 3.8 1.8

Transportation 2.7 2.9

Nondurables 2.2 1.4

WORLDWIDE
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 78.7%
SHARES VALUE (NOTE 1)
ARGENTINA - 0.2%
Cinba SA Ord. 131,159 $ 505,189 17899B92
AUSTRALIA - 1.2%
Fosters Brewing Group Ltd. 1,912,500 1,822,115 35025810
Heath (CE) International Holdings 514,900 617,494 42299992
QNI Ltd. 456,000 264,316 74799B92
Woolworths Ltd. (Astl.) ADR (b)(d) 41,000 799,500 98088830
3,503,425
AUSTRIA - 0.3%
Verbund Gesellschaft 16,000 968,751 92299999
BRAZIL - 0.2%
Telebras PN (Pfd. Reg.) 17,500,000 557,695 95499792
CANADA - 0.1%
Alcan Aluminum Ltd. 10,000 204,476 01371610
Chateau Stores of Canada Ltd.
Class A (b) 13,100 137,905 16174310
342,381
DENMARK - 0.3%
Burmeister & Wain Holdings AS:
Series B 15,600 769,616 12299292
Series B New 3,120 148,870 12299296
918,486
FINLAND - 2.2%
Enso Gutzeit OY R Free shares 160,000 1,083,475 29357810
Kansallis-Osake-Pankki 425,000 1,047,204 48199210
Kone Corp. Ord. Class B 13,000 1,225,285 50400092
Metsa Serla 'B' 15,000 625,479 59299992
Repola OY 77,400 1,142,952 75999A92
Unitas Bank Ltd.:
A Free shares 270,000 860,680 90499122
B Free shares 122,700 336,161 90499123
6,321,236
FRANCE - 2.2%
BNP CI Ord. 2,100 102,938 05599996
Bail Investissement (b) 5,400 1,033,187 05699092
Fonciere Financiere et Part SA 12,500 502,667 34499A22
Gascogne SA 9,000 547,071 37499722
Immeubles de France, Ste Des (b) 6,250 1,148,197 44999C22
Klepierre SA (b) 9,900 1,196,851 49899822
Pechiney SA CIP 14,000 794,108 70599310
UFB Locabail SA (b) 13,000 834,236 90599B92
6,159,255
GERMANY - 3.3%
Bayer AG 4,600 872,331 07273010
Bayer AG (warrants) (b) 2,600 276,834 07273031
Commerzbank AG 2,509 509,286 20259710
Commerzbank AG (warrants) (b) 12,000 425,661 20259998
Continental Gummi-Werke AG (b) 4,800 689,883 21199010
Deutsche Babcock AG 5,500 713,824 25159991
Deutsche Bank AG (warrants) (b) 9,500 1,718,718 25152596
Felten & Guilleaume Enrg. AG (b) 1,900 483,495 31499292
Herlitz AG 2,800 589,614 42799392
Linotype-Hell AG (Bearer) (b) 1,700 350,276 53599092
Mannesmann AG 912 136,217 56311595
Mannesmann AG Ord. 7,300 1,474,419 56377510
Rheinhold & Mahla AG 2,200 502,417 76299692
Thyssen AG Ord. 4,200 591,690 88629110
9,334,665
HONG KONG - 2.4%
Bossini International Ltd. (b) 525,000 47,560 10099822

SHARES VALUE (NOTE 1)

Cathay Pacific Airways Ltd. 453,000 $ 738,635 14890610
Crocodile Garments 4,300,000 740,073 22699192
Hong Kong Land Holdings Ltd. 170,000 455,386 43858292
Kong Wah Holdings Ltd. (b) 10,000,000 2,036,900 50599B92
Kumagai Gumi 922,000 1,264,726 50099210
Laws International Holdings 350,000 140,406 52099192
Oriental Press Group Ltd. 1,700,000 1,209,958 68620099
6,633,644
INDIA - 0.1%
ITC Ltd. (d):
GDR 12,000 210,000 45031810
(warrants) (b) 4,000 21,000 45031811
231,000
INDONESIA - 1.1%
Andayani Megah PT (b) 20,000 50,677 03399722
Astra International (For. Reg.) 55,000 484,166 04699894
Barito Pacific Timber (For. Reg.) (b) 236,000 1,285,813 06799F23
Duta Anggada Realty Ord. 218,750 666,175 26699192
Kabelmetal Indonesia PT (b) 141,000 469,653 84599B92
Modern Photo Film PT 24,000 202,136 61299792
3,158,620
IRELAND - 0.4%
Anglo Irish Bank 509,700 458,735 03599592
Aran Energy (b) 1,536,000 773,699 03899999
1,232,434
ITALY - 1.1%
Cementerie Di Sardegna Spa 319,000 860,793 15199F22
Fila Holding Spa sponsored ADR (b) 100,000 1,512,500 31685010
Simint Ord. 465,600 664,975 83799492
3,038,268
JAPAN - 11.4%
Akita Bank 57,000 412,206 00999692
Bridgestone Corp. 95,000 1,190,235 10844110
Charle Co. Ltd. 22,000 456,011 15999392
Citizens Watch Co. Ltd. (warrants) (b) 700 691,250 17560092
Daito Trust Construction 39,000 966,467 24999492
Daiwa House Industry Co. Ltd. 37,000 545,371 23406299
Eidensha Co. Ltd. 28,000 355,965 26849999
Fuji Car Manufacturing Co. Ltd. 35,000 158,959 36099292
Fuji Distribution Co. 81,000 746,200 36299992
Hankyu Department Stores, Inc. 87,000 1,001,842 41099192
Hanshin Department Store 195,000 1,088,623 41199292
Hyogo Bank Ltd. 77,000 297,927 44999292
Joyfull Co. Ltd. (b) 36,000 636,757 49499F22
Kanamoto Co. Ltd. 60,000 1,304,468 48399B22
Kaneshita Construction Co. Ltd.
Ord. (b) 31,000 457,311 49099592
Keio Teito Electric Railway 159,000 908,152 48766710
Kenwood Corp. 174,000 1,081,989 49178692
Koa Fire & Marine Insurance Co. Ltd. 97,000 634,455 49999010
Kumagai Gumi Co. Ltd. (warrants) (b) 3,300 363,000 50125193
Matsuya Co. Ltd. 45,000 259,097 57699E22
Mazda Motor Corp. 105,000 424,643 57878592
Mitsubishi Motors Corp. 128,000 968,108 60899692
Mitsubishi Trust & Banking 90,000 1,227,084 60699410
Namura Shipbuilding 50,000 502,073 62999892
Nichia Steel Works Ltd. Ord. 59,000 559,834 65399692
Nichii Co. Ltd. 66,000 954,583 65299110
Nomura Securities Co. Ltd. 77,000 1,411,608 65536130
Onward Kashiyama Co. Ltd.
(warrants) (b) 950 890,625 48551393
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
JAPAN - CONTINUED
Sekisui House Ltd. 51,000 $ 676,555 81607810
Shimzu Bank Ltd. 10,000 832,796 82499592
Sogo Co. Ltd. 177,000 1,061,511 83599K22
Sony Corp. New 21,000 958,125 83569930
Sumitomo Marine and Fire 150,000 1,300,323 94599392
Sumitomo Trust & Banking Co. 89,000 1,197,052 86599310
Sumiya Co. Ltd. (b) 20,400 426,605 93899B22
Tohu Railway Co. Ltd. (warrants) (b) 500 350,000 88739192
Toho Bank Ord. 80,000 591,801 91799192
Tokio Marine & Fire Insurance Co. Ltd.
(The) 85,000 1,041,456 88909099
Tokyo Nissan Auto Sales Co. Ltd. 105,000 783,510 88998599
Tokyu Department Stores Co. Ltd. 179,000 1,127,922 88914593
Toyota Motor Corporation 84,000 1,454,814 89399999
32,297,313
LUXEMBOURG - 0.5%
Scandinavian Broadcasting Corp. (b) 71,000 1,402,250 80699E92
MALAYSIA - 0.6%
Berjaya Sports Toto BHD (b) 274,000 589,593 08499E22
Buildcon BHD (b) 206,000 745,502 11999322
Public Finance BHD (Loc. Reg.) 310,000 342,020 87799992
1,677,115
MEXICO - 5.7%
Bancacci SA de CV (b):
Class B 185,000 998,882 06399896
Class C 55,000 339,137 06399893
Cemex SA, Series B (b) 90,000 2,084,665 15299293
Grupo Carso SA de CV Class A-1 (b) 315,000 2,425,399 40099594
Grupo Dina (Consorcio G) ADR (b) 57,000 1,197,000 21030610
Grupo Financiero Bancomer SA de CV
sponsored ADR, Series C (d) 59,000 1,725,750 40048610
Grupo Tribasa SA de CV sponsored
ADR (b) 303,000 5,643,375 40049F10
Telefonos de Mexico SA sponsored ADR
representing shares Ord. Class L 29,000 1,587,750 87940378
16,001,958
NETHERLANDS - 6.8%
Akzo NV Ord. 5,400 511,339 01019910
Bam Groep NV 18,600 995,078 05999892
Draka Holding NV 48,700 985,059 26199B22
Econosto NV 105,000 1,353,050 27903299
Geveke Trade 96,500 1,401,505 37431310
Hoogovens en Staalfabrieken (b) 40,500 906,892 43888410
KBB NV Ord. 26,800 1,374,323 48130092
KNP BT NV, Koninklijke 60,000 1,273,832 50099193
Kempen & Company NV 240,000 1,533,667 48899D22
MacIntosh Confectionary Works (b) 62,000 1,817,270 58199292
Nationale Investeringsbank A Free
shares 28,500 1,535,252 94999D92
Philips Electronics 29,400 607,098 71833799
Philips NV 31,400 655,475 71833750
Pirelli Tyre Holdings NV Ord. (b) 136,900 939,899 72499092
Samas-Groep NV 45,600 1,078,891 79499110
Volker Stevin NV 42,600 1,597,359 92868894
Wereldhave NV 8,800 527,954 95199E22
19,093,943
NORWAY - 2.6%
Color Lines 312,600 1,040,373 19699492
Den Norske Bank Class A Free
shares (b) 299,700 1,038,152 25299792
Dyno Industrier AS 76,000 1,125,314 26999392

SHARES VALUE (NOTE 1)

Mosvold Shipping AS B Free shares 71,700 $ 618,481 62099294
Petroleum Geo Services AS (b) 39,000 1,340,352 71699E92
Smedvig AS 31,100 718,196 79799892
Vital Forsikring Free shares 110,000 1,344,835 93999692
7,225,703
PHILIPPINES - 0.2%
Filinvest Land, Inc. Ord. (b) 1,258,000 338,943 31699J22
Philippine Long Distance Telephone Co. 1,400 89,075 71825210
428,018
PORTUGAL - 0.2%
Engil Soc de Const. 21,000 520,771 29299192
SINGAPORE - 0.9%
Jurong Cement (b) 935,000 2,428,569 48299792
SPAIN - 2.8%
Banco Bilbao Vizcaya SA Ord. (Reg.) 69,600 1,781,244 05945891
Banco Central SA (Reg.) 22,000 611,111 05947010
Banco de Santander Ord. (Reg.) 8,000 420,148 05957410
Banco Pastor SA (b) 25,750 1,316,111 05999792
Banco Popular Espanol 4,700 609,259 05999110
Banesto (Reg.) 65,500 1,329,408 05981699
Conservera Campo Frio 8,000 393,481 20899292
FECSA (Fuerzas Elec Cat) Class A 36,285 219,054 35899E22
Hisalba (b) 20,000 199,259 46199592
Iberdrola SA 74,000 487,303 45499892
Sevillana de Electricidad 150,000 654,444 81806599
8,020,822
SWEDEN - 3.8%
Hennes & Mauritz AB B Free shares 27,900 836,044 42599110
Marieberg Tidnings 'A' (b) 200,000 3,204,500 56799392
Scribona AB B Free shares (b) 420,000 1,797,944 81199B92
Securitas B Free Shares 23,000 644,203 81399792
Skandinaviska Enskilda Banken Class A
Free shares 150,000 1,100,782 88099222
Skanska Class B 40,000 841,487 93899392
Trelleborg AB Class C Free shares 156,000 1,335,616 89491092
Trustor AB B Free shares 185,500 1,066,352 89899D22
10,826,928
SWITZERLAND - 4.4%
Bucher Holding AG (Bearer) 350 891,869 08699292
CS Holdings:
(Reg.) (b) 1,300 577,971 17599795
(warrants) (b) 1,300 18,743 15099425
Globus Magazine Part. Cert. 1,800 1,201,006 37957792
Industrieholding Cham AG (Reg.) 1,500 1,015,926 85599922
Jelmoli Grands Magasins SA 1,150 609,220 47469910
Jelmoli Grand Magasins SA (Reg.) 4,000 399,665 47469993
Leu Holdings 3,400 1,322,381 52699B22
Merkur Holdings AG Ord. (Reg.) 6,000 1,255,323 59099393
Reisebuero Kuoni Part. Cert. 1,400 1,483,319 75999592
Surveillance, Societe Generale
(Bearer) (b) 625 754,401 86901193
Swiss Bank Corp. (Reg.) 4,936 807,634 87083694
Swiss Reinsurance Corp. (Reg.) (b) 300 756,412 87099393
Winterthur Schweiz (Reg.) 1,750 902,431 97629994
ZehnderHoldings AG (Bearer) 300 438,558 98999K22
12,434,859
UNITED KINGDOM - 5.7%
Fisons PLC Ord. 205,000 485,932 33812310
Glaxo Holdings PLC sponsored ADR 53,000 1,073,250 37732730
Guinness PLC Ord. 160,000 1,031,125 40203310
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UNITED KINGDOM - CONTINUED
Hammerson Property Ord. 194,333 $ 1,071,004 40831592
Hanson PLC Ord. 190,000 762,120 41135210
Hanson Trust PLC sponsored ADR 15,000 301,875 41135230
Hartstone Group PLC Ord. 654,600 591,575 41722610
Heath (CE) 107,000 643,593 42299892
Howden Group Ord. 617,142 740,583 44299210
Imperial Chemical Industries PLC:
ADR New 15,000 645,000 45270450
Ord. 50,000 530,377 45270440
Ladbroke Group PLC Ord. 445,000 1,137,238 50572799
MEPC PLC 92,400 733,049 62949999
Rolls Royce Ltd. Ord. 318,750 722,511 77577910
Royale Insurance Co. Ltd. 190,000 889,493 78074910
Sedgwick Group 240,000 656,009 81482610
Slough Estates PLC 202,000 773,595 83199110
Trafalgar House PLC Ord. 500,000 722,230 89270710
Wates City of London Property (b) 1,124,999 1,500,017 94299092
Wellcome PLC sponsored ADR 90,000 900,000 94947820
Zeneca Group PLC sponsored ADR (b) 8,749 298,560 98934D10
16,209,136
UNITED STATES OF AMERICA - 17.8%
AGCO Corp. 21,400 583,150 00108410
AMAX, Inc. 26,600 595,175 02312710
AMR Corp. (b) 10,000 701,250 00176510
Allstate Corp. (b) 21,000 658,875 02000210
Amax Gold, Inc. 10,000 72,500 02312010
American Ecology Corp. (b) 25,400 292,100 02553310
Astec Industries, Inc. (b) 67,000 921,250 04622410
BJ Services Co. 19,300 436,663 05548210
Bank of Boston Corp. 32,386 761,071 06071610
Baroid Corp. 80,000 660,000 06827710
Bruno's, Inc. 93,000 999,750 11688110
Burlington Industries Equity, Inc. (b) 41,000 604,750 12169010
Citicorp (b) 25,000 906,250 17303410
Cliffs Drilling Co. (b) 14,000 182,000 18682C10
Cobra Industries, Inc. (b) 71,000 994,000 19104E10
Dayton Hudson Corp. 19,900 1,383,050 23975310
Deckers Footwear Corp. 300 6,975 24353710
Deere & Co. 4,000 309,000 24419910
Deposit Guaranty Corp. 25,000 728,125 24955510
Diamond Shamrock R&M, Inc. 28,800 770,400 25274710
Eastman Kodak Co. 19,000 1,197,000 27746110
Enterra Corp. (b) 17,000 399,500 29380510
Exxon Corp. 9,000 588,375 30229010
First Fidelity Bancorporation 12,015 488,109 32019510
First Security Corp. 19,775 543,813 33629410
GEON 12,000 264,000 37246W10
Georgia Gulf Corp. (b) 23,800 449,225 37320020
Global Marine, Inc. New 80,000 400,000 37935240
Global Ocean Carriers Ltd. (b) 26,200 65,500 37935710
Grace (W.R.) & Co. 10,900 411,475 38388310
Great Atlantic & Pacific Tea Co., Inc. 13,300 352,450 39006410
Halliburton Co. 14,000 446,250 40621610
Helmerich & Payne, Inc. 17,000 510,000 42345210
Kemper Corp. 17,829 677,502 48839610
Kentucky Electric Steel, Inc. (b) 28,600 343,200 49127B10
Kroger Co. (The) (b) 40,000 785,000 50104410
Lafarge Corp. 34,200 705,375 50586210
Lilly (Eli) & Co. 17,000 920,125 53245710
Lowe's Companies, Inc. 9,400 438,275 54866110
Medusa Corp. 47,400 1,303,500 58507230

SHARES VALUE (NOTE 1)

Mellon Bank Corp. 21,215 $ 1,142,958 58550910
Micropolis Corp. (b) 54,050 425,644 59490710
Midlantic Corp. (b) 20,800 504,400 59780E10
Navistar International Corp. (b) 12,000 327,000 63934E10
North Side Savings Bank (Bronx, NY) 16,950 355,950 66248810
OM Group, Inc. (b) 50,000 850,000 67087210
Offshore Logistics, Inc. (b) 36,000 594,000 67625510
Oryx Energy Co. 24,000 573,000 68763F10
Philip Morris Companies, Inc. 26,000 1,397,500 71815410
Pulitzer Publishing Co. 16,600 558,175 74577110
RJR Nabisco Holdings Corp. (b) 53,700 308,775 74960K10
Reliance Electric Co. Class A 4,000 68,000 75945810
Reynolds Metals Co. 26,400 1,115,400 76176310
Ross Stores, Inc. (b) 62,900 982,813 77829610
Santa Fe Pacific Corp. 59,000 1,113,625 80218310
Schering-Plough Corp. 26,000 1,768,000 80660510
Sears, Roebuck & Co. 11,000 631,125 81238710
Shawmut National Corp. 25,000 553,125 82048410
Stop & Shop Companies, Inc. (b) 22,700 445,488 86209910
Supervalue, Inc. 17,000 573,750 86853610
Temple-Inland, Inc. 18,000 765,000 87986810
Texaco, Inc. 10,300 701,688 88169410
Textron, Inc. 19,000 1,061,625 88320310
Tidewater, Inc. 17,000 386,750 88642310
Time Warner, Inc. 26 1,164 88731510
Titan Wheel International, Inc. (b) 25,000 575,000 88832810
Tosco Corp. 46,800 1,310,400 89149030
Tuboscope Vetco Corp. (b) 34,000 276,250 89860010
UAL Corp. (b) 8,000 1,216,000 90254910
USX-U.S. Steel Group 13,700 513,750 90337T10
Ultimate Electronics, Inc. (b) 6,000 62,250 90384910
Union Planters Corp. 41,680 1,078,470 90806810
Unisys Corp. (b) 70,000 805,000 90921410
United States Banknote Corp. (b) 125,000 765,625 91162310
Vons Companies, Inc. (b) 31,300 575,138 92886910
Weatherford International, Inc. (b) 42,500 483,438 94707610
Weirton Steel Corp. (b) 32,100 244,763 94877410
Whitney Holding Corp. 18,000 643,500 96661210
Wolverine Tube, Inc. (b) 36,000 625,500 97809310
50,235,047
VENEZUELA - 0.2%
CA Venepal GDR Class A ADR (b)(d) 134,501 504,379 12477610
TOTAL COMMON STOCKS
(Cost $196,891,957) 222,211,860
PREFERRED STOCKS - 1.7%
CONVERTIBLE PREFERRED STOCKS - 0.7%
AUSTRALIA - 0.1%
TNT Ltd. 8% 151,000 155,936 93599293
UNITED STATES OF AMERICA - 0.6%
Chiles Offshore Corp. $1.50 (b) 13,000 346,125 16888720
Consolidated Freightways, Inc., Series C,
$1.54 32,300 718,675 20923720
Unisys Corp., Series A, $3.75 (b) 14,600 695,325 90921420
1,760,125
TOTAL CONVERTIBLE PREFERRED STOCKS 1,916,061
PREFERRED STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONCONVERTIBLE PREFERRED STOCKS - 1.0%
GERMANY - 0.9%
Kaufhof AG 1,800 $ 444,168 48615294
Moebel Walther AG 3,600 1,025,002 61099B22
Schwabengarage AG 5,400 1,185,159 80899392
2,654,329
PORTUGAL - 0.1%
Engil Soc de Const 10,000 181,243 29299194
TOTAL NONCONVERTIBLE PREFERRED STOCKS 2,835,572
TOTAL PREFERRED STOCKS
(Cost $3,894,634) 4,751,633
CONVERTIBLE BONDS - 1.7%
PRINCIPAL
AMOUNT (A)
DENMARK - 0.5%
Burmeister & Wain Holdings AS
7%, 10/4/98 - DKK 7,160,000 1,265,316 122992AA
GERMANY - 0.2%
Commerzbank AG 7%,
12/31/00 (e) - DEM 500,000 435,982 202990MS
NEW ZEALAND - 0.1%
Carter Holt Harvey Euro 7%,
3/2/95 - CHF 350,000 314,501 146992AC
NORWAY - 0.4%
Sparbanken 13.09%, 3/24/97 - NOK 7,500,000 1,222,577 84699EAA
SPAIN - 0.2%
Banco Santander Euro 9%,
6/24/94 A1 ESP 50,000,000 478,705 0595749B
UNITED KINGDOM - 0.2%
Royal Insurance Holdings PLC
Euro 7 1/4%, 12/12/07 - GBP 375,000 688,897 7807499B
UNITED STATES OF AMERICA - 0.1%
Western Co. North America
7 1/4%, 1/15/15 B3 315,000 321,300 958043AH
TOTAL CONVERTIBLE BONDS
(Cost $4,258,224) 4,727,278
GOVERNMENT OBLIGATIONS (C) - 3.9%
ARGENTINA - 1.3%
Argentina Promissory 4 1/4%,
3/15/05 (d)(e) - 206,471 152,712 0401149J
Argentina Republic (e):
BOCON 3 1/4%, 4/1/01 B1 1,444,617, 1,169,417 039995AF
Brady 4% 3/31/23 (d) - 3,315,000 2,196,187 0401149Y
3,518,316
GERMANY - 0.4%
German Government 8 3/8%,
5/21/01 Aaa DEM 1,600,000 1,092,102 3741369J
MEXICO - 1.7%
Mexican Government
10.60%, 10/20/94 (e) - MXN 15,000,000 4,818,834 597998TH

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (A)
SPAIN - 0.3%.
Spanish Government 13.65%,
3/15/94 Aa2 ESP 120,000,000 $ 899,736 8463329K
SWEDEN - 0.2%
Swedish Government 11 1/2%,
9/1/95 Aa2 SEK 6,000,000 794,325 8702009B
TOTAL GOVERNMENT OBLIGATIONS
(Cost $10,754,949) 11,123,313
REPURCHASE AGREEMENTS - 14.0%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due 11/1/93 $39,388,713 39,379,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $255,178,764) $ 282,193,084
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
198,765,000 ESP 11/15/93
(Payable amount $1,500,000) $ 1,466,886 $ (33,114)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 0.5%
CONTRACTS TO SELL
396,477,500 ESP 11/15/93 $ 2,926,890 $ 109,158
638,700,000 JPY 1/4/94 5,895,909 104,091
33,265,250 NOK 12/28/93 4,501,387 (1,387)
TOTAL CONTRACTS TO SELL
(Receivable amount $13,536,048) $ 13,324,186 $ 211,862
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 4.7%
CURRENCY TYPE ABBREVIATIONS
GBP - British pound
DKK - Danish krone
DEM - German Deutsche mark
JPY - Japanese yen
MXN - Mexican peso
NOK - Norwegian krone
ESP - Spanish peseta
SEK - Swedish krona
CHF - Swiss franc
LEGEND
1. Principal amount is stated in United States dollars unless otherwise
noted.
2. Non-income producing
3. 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.
4. 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 $5,609,528 or 2.0% of net
assets.
5. 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, during
the year ended October 31, 1993, aggregated $192,143,426 and $73,212,254
respectively.
Brokerage commissions received by FBSI, an affiliate of the fund's
investment adviser, from portfolio transactions during the year ended
October 31, 1993, amounted to $22,678. (See Note 3 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $255,257,559. Net unrealized appreciation aggregated
$26,935,525, of which $35,490,476 related to appreciated investment
securities and $8,554,951 related to depreciated investment securities.
The fund hereby designates $2,008,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$2,888,438 or $0.13 per share. Taxes paid to foreign countries were
$297,088 or $0.01 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Aerospace and Defense 1.3%
Basic Industries 9.4
Conglomerates 2.2
Construction and Real Estate 11.8
Durables 7.6
Energy 4.5
Finance 17.9
Government Obligations 4.0
Health 1.9
Industrial Machinery and Equipment 3.8
Media and Leisure 3.8
Nondurables 2.2
Repurchase Agreements 14.0
Retail and Wholesale 7.7
Services 1.5
Technology 2.1
Transportation 2.7
Utilities 1.6
100.0%
WORLDWIDE
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $39,379,000)
(cost $255,178,764) $ 282,193,084
(Notes 1 and 2) - See accompanying schedule

Long foreign currency contracts held, at value (cost $1,500,000) 1,466,886
(Note 2)

Short foreign currency contracts $ (13,324,186
(Note 2) )
Contracts held, at value

Receivable for contracts held 13,536,048 211,862

Cash 5,391

Receivable for investments sold 8,469,075

Receivable for fund shares sold 10,196,796

Dividends receivable 329,539

Interest receivable 309,797

Other receivables 170,712

TOTAL ASSETS 303,353,142

LIABILITIES

Payable for foreign currency contracts held (Note 2) 1,500,000

Payable for investments purchased 9,904,495

Payable for fund shares redeemed 3,942,735

Accrued management fee 173,895

Other payables and accrued expenses 553,856

TOTAL LIABILITIES 16,074,981

NET ASSETS $ 287,278,161

Net Assets consist of:

Paid in capital $ 252,966,217

Undistributed net investment income 3,525,845

Accumulated undistributed net realized gain (loss) on investments 3,593,031

Net unrealized appreciation (depreciation) on:

Investment securities 27,014,320

Foreign currency contracts 178,748

NET ASSETS, for 22,521,224 shares outstanding $ 287,278,161

NET ASSET VALUE, offering price and redemption price per share ($287,278,161
(divided by) 22,521,224 shares) (Note 3) $12.76

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED OCTOBER 31, 1993

INVESTMENT INCOME $ 2,863,979
Dividends

Interest 2,493,828

5,357,807

Less foreign taxes withheld (Note 1) (297,088
)

TOTAL INCOME 5,060,719

EXPENSES

Management fee (Note 3) $ 1,155,519

Transfer agent fees (Note 3) 580,272

Accounting fees and expenses 91,854
(Note 3)

Non-interested trustees' compensation 1,012

Custodian fees and expenses 132,156

Registration fees 93,390

Audit 34,058

Legal 1,609

Miscellaneous 1,441

Total expenses before reductions 2,091,311

Expense reductions (Note 5) (618 (2,090,693
) )

NET INVESTMENT INCOME 2,970,026

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

Investment securities 9,789,795

Foreign currency contracts 324,862 10,114,657

Change in net unrealized appreciation (depreciation) on:

Investment securities 30,882,961

Foreign currency contracts 178,748 31,061,709

NET GAIN (LOSS) 41,176,366

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $44,146,392

OTHER INFORMATION $109,770
Sales charges paid to FDC (Note 3)

Accounting fees paid to FSC $89,027
(Note 3)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1993 1992

Operations $ 2,970,026 $ 2,142,666
Net investment income

Net realized gain (loss) on investments 10,114,657 6,372,574

Change in net unrealized appreciation (depreciation) on investments 31,061,709 (8,662,190
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 44,146,392 (146,950
)

Distributions to shareholders from: (2,497,555 (1,064,683
Net investment income ) )

Net realized gain (158,811 -
)

Share transactions 277,973,551 94,997,562
Net proceeds from sales of shares

Reinvestment of distributions from: 2,432,655 1,041,530
Net investment income

Net realized gain 154,685 -

Cost of shares redeemed (138,399,750 (96,229,260
) )

Net increase (decrease) in net assets resulting from share transactions 142,161,141 (190,168
)

TOTAL INCREASE (DECREASE) IN NET ASSETS 183,651,167 (1,401,801
)

NET ASSETS

Beginning of period 103,626,994 105,028,795

End of period (including undistributed net investment income of $3,525,845 and $3,053,374,
respectively) $ 287,278,161 $ 103,626,994

OTHER INFORMATION
Shares

Sold 23,493,059 9,603,706

Issued in reinvestment of distributions from: 253,930 115,856
Net investment income

Net realized gain 16,147 -

Redeemed (11,997,236 (9,890,335
) )

Net increase (decrease) 11,765,900 (170,773
)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER-SHARE DATA YEARS ENDED OCTOBER 31, MAY 30, 1990
1993 1992 1991 (COMMENCEMEN
T OF OPERATIONS)
TO OCTOBER 31,
1990

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

Income from Investment Operations

Net investment income .11 .20 .21 .05

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

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

Less Distributions

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

From net realized gain (.02)** - - -

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

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

TOTAL RETURN(double dagger)(dagger) 36.10% 1.32% 8.33% (10.50)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000
omitted) $ 287,278 $ 103,627 $ 105,029 $ 94,851

Ratio of expenses to average net
assets 1.40% 1.51% 1.69% 2.00%*
(dagger)

Ratio of net investment income to
average net assets 1.99% 2.02% 2.19% 2.09%*

Portfolio turnover rate 57% 130% 129% 123%*

* ANNUALIZED
** INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED
TRANSACTIONS TAXABLE AS ORDINARY INCOME.
(dagger) 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 THE
TOTAL RETURN WOULD HAVE BEEN LOWER.
(double dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED, AND
DO NOT INCLUDE THE ONE TIME SALES CHARGE.

</TABLE>

CANADA
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Canada Fund has
a 3% sales charge, which has been waived through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED PAST 1 PAST 5 LIFE OF
OCTOBER 31, 1993 YEAR YEARS FUND

Canada 25.40% 69.92% 116.48%

Canada
(incl. 3% sales charge) 21.64% 64.82% 109.98%

TSE 300 (Toronto Stock
Exchange 300) Index 23.19% 38.43% 76.55%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
started on November 17, 1987. You can compare the fund's figures to the
performance of the Toronto Stock Exchange (TSE) 300 index - a broad measure
of the performance of the Canadian stock market. This index includes
reinvested dividends and capital gains, if any, and excludes the effects of
sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED PAST 1 PAST 5 LIFE OF
OCTOBER 31, 1993 YEAR YEARS FUND

Canada 25.40% 11.19% 13.83%

Canada
(incl. 3% sales charge) 21.64% 10.51% 13.25%

TSE 300 (Toronto Stock
Exchange 300) Index 23.19% 6.72% 10.00%

AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
$10,000 OVER LIFE OF FUND
Canada (309) Toronto Stock Exchange
11/17/87 9700.00 10000.00
11/30/87 9767.90 10153.53
12/31/87 10446.90 10895.36
01/31/88 10340.20 10759.36
02/29/88 11048.30 11447.90
03/31/88 11737.00 12111.13
04/30/88 12008.60 12268.35
05/31/88 11436.30 11947.11
06/30/88 12319.00 12906.84
07/31/88 12144.40 12762.32
08/31/88 11562.40 12139.94
09/30/88 11804.90 12401.15
10/31/88 12357.80 12753.48
11/30/88 12212.30 12830.11
12/31/88 12480.81 13188.28
01/31/89 13422.57 14213.27
02/28/89 13045.86 13881.50
03/31/89 13263.96 14027.96
04/30/89 13531.61 14346.43
05/31/89 13987.62 14383.31
06/30/89 14661.73 14845.75
07/31/89 15553.92 15890.01
08/31/89 15633.23 16147.42
09/30/89 15534.09 15922.92
10/31/89 15316.00 15949.98
11/30/89 15405.22 16197.04
12/31/89 15849.09 16474.68
01/31/90 14563.75 15023.40
02/28/90 14646.68 14920.74
03/31/90 14895.45 15084.12
04/30/90 14180.22 13930.65
05/31/90 15113.13 14884.87
06/30/90 15465.56 14908.13
07/31/90 15589.95 15161.03
08/31/90 14688.14 14235.18
09/30/90 14449.73 13514.44
10/31/90 14066.20 13073.85
11/30/90 14522.29 13439.96
12/31/90 14978.59 14019.82
01/31/91 15045.01 14077.13
02/28/91 16428.84 15100.37
03/31/91 17148.44 15213.01
04/30/91 17281.28 15194.26
05/31/91 18045.16 15713.88
06/30/91 18067.30 15474.06
07/31/91 18011.95 15696.55
08/31/91 17856.96 15774.78
09/30/91 17259.14 15380.42
10/31/91 18023.02 16117.15
11/30/91 17347.71 15691.20
12/31/91 17627.42 15764.11
01/31/92 17945.13 15903.64
02/29/92 18051.04 15778.39
03/31/92 17545.04 15003.00
04/30/92 17333.23 14750.06
05/31/92 17486.21 14781.51
06/30/92 17392.07 14899.21
07/31/92 17839.23 15353.94
08/31/92 17568.58 15073.09
09/30/92 16815.47 14065.44
10/31/92 16744.87 14331.45
11/30/92 16697.80 13610.56
12/31/92 17121.47 14127.27
01/31/93 17027.20 13986.24
02/28/93 18087.72 14844.82
03/31/93 19077.54 15446.95
04/30/93 19572.44 16106.36
05/31/93 19843.46 16559.37
06/30/93 20856.85 16822.63
07/31/93 20102.70 16806.78
08/31/93 20609.39 17107.05
09/30/93 19596.01 16373.43
10/31/93 20998.25 17654.85
Let's say you invested $10,000 in Fidelity Canada Fund on its start date
and paid the 3% sales charge. By October 31, 1993, it would have grown to
$20,998 - a 109.98% increase on your initial investment. That compares to
$10,000 invested in the Toronto Stock Exchange (TSE) 300 index, which would
have grown to $17,655 over the same period - a 76.55% increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
CANADA
FUND TALK: THE MANAGER'S OVERVIEW

An interview with George Domolky,
Portfolio Manager of Fidelity Canada Fund
Q. HOW DID THE FUND DO, GEORGE?
A. For the 12 months ended October 31, 1993, the fund had a total return of
25.40%, beating the 23.19% return of the Toronto Stock Exchange 300 index.
Q. WHY DID CANADIAN STOCKS DO SO WELL?
A. Even though there were jitters caused by the October federal elections,
Canadian stocks were buoyed by falling interest rates through most of the
period. At the same time the economy was slowly climbing out of its
recession. Despite this rebound and an increasingly large federal deficit,
Canada's inflation rate remained very low at about 2%. Canadian companies,
too, did their part to help stock prices by cutting costs and improving
productivity.
Q. WHICH OF THE FUND'S INVESTMENTS BENEFITED MOST FROM THAT RALLY?
A. Canada's economy relies heavily on natural resources, not manufactured
goods. That's mostly why Canadian stocks lagged U.S. stocks from 1991-1992.
After falling on hard times for a couple of years, many natural resource
companies rebounded handsomely over the past 12 months. Companies involved
in the mining or production of gold, oil and gas did particularly well.
Gold mining stocks, in particular, benefited when the price of gold
skyrocketed about 80% during 1993. Gold rallied because the balance between
the world's demand for precious metals and the available supply tightened.
Companies like Placer Dome, American Barrick, Franco Nevada and Euro Nevada
are examples of gold stocks that helped the fund.
Q. DID YOU FAVOR ANY OTHER NATURAL RESOURCES?
A. Nickel, aluminum and copper companies have begun to look more attractive
than they have for some time. Even though these stocks haven't performed at
all well during the past several years, I believe that eventually they'll
recover. A worldwide economic rebound could ignite demand for base metals.
I'm playing this hunch with one of the fund's largest investments - Noranda
- - which acts as a proxy for all base metals.
Q. WHAT'S ATTRACTIVE ABOUT OIL AND GAS COMPANIES?
A. These industries, too, benefited from rising prices resulting from
increased demand. In particular, I emphasized companies with significant
natural gas businesses. Cash flows were strong throughout the period, as
demand for natural gas from around the world increased. More countries,
including the United States, are turning to natural gas as a cleaner energy
alternative to coal and nuclear fuel. Renaissance Energy, one of the fund's
largest holdings, rose 80% over the period.
Q. THERE MUST HAVE BEEN SOME DISAPPOINTMENTS ALONG THE WAY . . .
A. There usually are. Four Seasons Hotels' acquisition of Regent Hotels
didn't translate into improved profits as quickly as I'd hoped. In fact,
any financial benefit from this combination is still probably a year or so
off. But I'm holding on for now because I'm still optimistic. Global
occupancy rates have risen and new hotel openings could be a positive for
the stock.
Q. ARE THE FUND'S INVESTMENTS IN PAPER AND FOREST COMPANIES A BET ON
ECONOMIC RECOVERY?
A. For the most part. As the economy recovers and demand for housing rises,
demand for lumber also should increase. In the first part of 1993, I began
adding to this sector with companies like Noranda Forest and Canfor. The
paper and forest products sector now represents 8.7% of the fund, slightly
higher than six months ago.
Q. ONE OF THE LARGEST SHIFTS YOU MADE OVER THE PAST 12 MONTHS WAS A CUT IN
THE FOOD, BEVERAGES AND TOBACCO GROUP. HAS THE GROUP SHOWED SIGNS OF
WEAKNESS?
A. Not really. It was just that I didn't think they'd do as well as some
other industries. I invested in food, beverages and tobacco as a defensive
move in 1991 and 1992 . These types of stocks tend to do well during
economic recessions. However, as I became more optimistic about the
prospects for an economic recovery, I wanted to be more aggressive. So, I
started to look elsewhere for opportunities. One area, in particular, that
would have a lot going for it is media. Some companies - like Torstar,
publisher of the Toronto Star and other newspapers - could benefit as the
economy improves and advertising revenues increase. Torstar also owns
Harlequin, which publishes romance novels worldwide. I also like MaClean
Hunter, which owns cable television stations, and publishes books and
magazines, and the broadcaster Rogers Communications.
Q. WHERE ARE YOU FINDING OTHER OPPORTUNITIES?
A. Canadian mutual fund companies are exciting. Trimark Financial,
Investors Group and Mackenzie Financial have all benefited from increased
investor interest in mutual funds. The mutual fund industry, still in its
early stages in Canada, has shown impressive growth over the last five
years. Mutual funds have a low rate of penetration, meaning the number of
investors who hold mutual funds on a percentage basis is still low, and far
less than in the United States. Also, the mutual fund industry could
continue to grow rapidly over the next five years.
Q. SO WHAT DOES THE FUTURE HOLD FOR CANADIAN STOCKS?
A. There are some bright spots that are encouraging. While it may be
unrealistic to expect the same level of high returns we've enjoyed this
year, I'm still upbeat. The country's economy is improving. I think
interest rates could continue to come down, and inflation will remain low
and stay flat. I also believe Canadian stocks could benefit from economic
growth, both at home and abroad. Add to those factors companies' drive to
improve profitability and you have a recipe for continued strong stock
prices and the potential for decent returns.

FUND FACTS
GOAL: to increase the value of the fund's shares
by investing mainly in Canadian common stocks
and convertible securities
START DATE: November 17, 1987
SIZE: as of October 31, 1993, over $95 million
MANAGER: George Domolky, since November
17, 1987; manager, Fidelity Select Food &
Agriculture Portfolio, 1985-87; assistant, Fidelity
Magellan Fund, 1983-86.
(checkmark)
GEORGE DOMOLKY'S INVESTMENT PHILOSOPHY:
"My philosophy is a simple one. I think, first of all, that
the investment business is very humbling, and you
have to understand your own limitations. I never try to
play the economist; I just try to find good companies
with a strong market share and a strong balance
sheet. I like companies that have no debt and good
cash flow. I'm also price conscious. If the stock I buy is
cheap, over time it will probably come out ahead - no
matter whether the market goes up or down. That
sounds very basic, but some people seem to forget
that simple notion.
"Usually, the toughest position to take is to go against
the consensus. Although you don't want to make that
a priority, you still have to go for value when others
don't see it. I like to talk to a company about three
times prior to investing. One contact may not be
enough to judge the character of a company. But I
don't let management do all the talking. I like to go see
a company for myself. Visiting Canadian companies
in person - which I do several times a month - can
give me a real edge. Sometimes I see something there
that isn't reflected in a financial report. For example, I
might see a sign that says the injury rate in a plant has
dropped by half. That kind of information is
meaningful. Being a Canadian investor located in
Boston can be an advantage. From that vantage point,
I can filter out some of the economic and political
noise. But I try to remember that investing is a
marathon, not a 100-yard dash."
(bullet) Nearly half of the fund is concentrated in three
industries: energy; metals and mining, and media and
leisure.
(bullet) Canadian media stocks could benefit from an
increase in advertising revenues as the economic
recovery picks up steam.
(bullet) Recently the fund's investments in natural resource
stocks has increased, reflecting a view that these
stocks will do better than other sectors of the economy
as Canada's recession continues to fade.
DISTRIBUTIONS
The Board of Trustees of Canada Fund voted to pay
on December 6, 1993, to shareholders of record at the
opening of business on December 3, 1993, a
distribution of $.04 derived from capital gains realized
from sales of portfolio securities.
CANADA
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993
United States
of America 3.4%
Cash 4.8%
Row: 1, Col: 1, Value: 4.8
Row: 1, Col: 2, Value: 3.4
Row: 1, Col: 3, Value: 91.8
Canada 91.8%
AS OF APRIL 30, 1993

Cash 10.8%
Row: 1, Col: 1, Value: 10.8
Row: 1, Col: 2, Value: 2.1
Row: 1, Col: 3, Value: 87.09999999999999
United States
of America 2.1%
Canada 87.1%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 94.3 87.7

Bonds 0.9 1.5

Short-term investments 4.8 10.8

TOP TEN STOCKS
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Noranda, Inc.
(Metals and Mining) 3.9 4.0

Renaissance Energy Ltd.
(Oil and Gas) 3.6 4.0

Exco Technologies Ltd.
(Industrial Machinery & Equipment) 3.0 0.8

Placer Dome, Inc.
(Precious Metals) 3.0 0.5

MaClean Hunter Ltd.
(Publishing) 2.4 0.4

Maax, Inc.
(Chemicals and Plastics) 2.2 0.2

Thomson Corp.
(Publishing) 2.2 1.1

Finning Ltd.
(Industrial Machinery & Equipment) 2.1 1.8

Morrison Petroleums Ltd.
(Oil and Gas) 2.0 2.9

Noranda Forest, Inc.
(Paper and Forest) 1.7 1.8

TOP TEN INDUSTRIES
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Energy 23.9 19.3

Basic Industries 18.9 19.2

Media and Leisure 10.3 7.1

Precious Metals 10.0 4.0

Industrial Machinery and Equipment 8.0 2.0

Retail and Wholesale 4.6 6.3

Utilities 4.4 5.0

Finance 3.0 2.7

Services 2.9 3.7

Durables 2.6 1.5

CANADA
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 94.2%
SHARES VALUE (NOTE 1)
CANADA - 90.9%
Abitibi-Price, Inc. 134,000 $ 1,357,302 00368010
Agnico Eagle Mines Ltd. 76,000 1,165,547 00847410
Agra Industries Ltd.:
Class A cv 2,000 13,632 00848930
Class B (b) 20,000 136,317 00848940
Ainsworth Lumber Ltd. (b) 50,000 572,721 00891410
Akita Drilling Ltd. Class A (non-vtg.) 60,700 220,652 00990510
Alcan Aluminum Ltd. 837 17,115 01371610
American Barrick Resources Corp. 25,000 676,852 02451E10
Andres Wines Ltd. Class A 14,700 125,241 03442040
Arbor Capital, Inc. Class B (b) 43,300 504,175 03875820
Archer Resources Ltd. (b) 47,100 695,558 03950K10
Astral Bellevue Pathe, Inc. Class A 22,000 326,972 04634620
BCE Mobile Communications, Inc. 26,900 863,257 05534G10
Battle Creek Developments Ltd. (b) 200,000 446,818 07134E10
Beau Canada Exp. 100,000 203,718 07428010
Call-Net Enterprises, Inc. 78,000 716,233 13091010
Call-Net Enterprises, Inc. Class B
(non-vtg.) (b) 78,000 716,233 13091020
Cambridge Shopping Centres Ltd. 105,900 1,333,323 13250910
Cameco, Inc. 30,000 567,988 13321L10
Canadian Natural Resources Ltd. (b) 50,400 763,376 13638510
Canfor Corp. 18,000 504,373 13790210
Cara Operations Ltd. 61,500 223,560 14075420
Chai-Na-Ta Ginseng Products 20,705 109,762 15745J10
Chancellor Energy Resources (b) 300,000 636,147 15882910
Chum Ltd. Class B 7,000 99,398 17132220
Co-Steel Inc. (sub-vtg.) 21,200 409,406 18975N10
Cogeco, Inc. 40,000 340,793 19238T10
Cominco Fertilizer Ltd. 50,000 714,718 20043C10
Computalog Gearhart Ltd. (b) 50,000 104,131 20490810
Corby Distilleries Ltd. 6,000 227,195 21834310
Delrina Corporation (b) 20,000 318,073 24735L10
Donohue, Inc. Class B (b) 20,800 342,611 25804110
Dorel Industries Class B (sub-vtg.) (a)(b) 12,000 99,966 25822C20
Dorset Exploration Ltd. (b) 72,500 974,573 25842E10
Dreco Energy Services Ltd. Class A (b) 5,700 112,575 26152820
Dupont of Canada Class A, Series1 8,900 299,936 26590210
EICON Technology Corp. (b) 15,000 157,617 28248F10
Eagle Precision Tech 138,500 1,179,995 26990010
Empire Ltd. Class A 19,600 233,784 29184340
Encal Energy Ltd. 146,300 567,827 29250D10
Enserv Corp. 69,700 804,972 29357B10
Ensign Resource Service Group Ord. (b) 36,700 218,874 29357T10
Euro-Nevada Mining Corp. 43,000 1,278,163 29870P10
Excel Energy, Inc. (b) 50,000 250,861 30065410
Excel Energy, Inc. (warrants) (b) 25,000 12,306 30065492
Exco Technologies Ltd. 286,400 2,928,093 30150P10
Federal Industries Ltd. Class A cv (b) 89,800 586,561 31345330
Finning Ltd. 143,300 2,089,079 31807140
First Marathon Inc. Class A (non-vtg.) 46,200 581,676 32076L20
Fletcher Challenge Ltd.:
Class A 90,100 1,296,452 33932D10
Receipts 10,000 80,465 33932D20
Four Seasons Hotels, Inc. 53,200 694,990 35100E10
Franco Nevada Mining Corp. 25,600 1,485,554 35186010
Futures Shops Ltd. 25,600 436,215 36091310
GTC Transcontinental Group Class A 74,900 659,406 36229K20
Gardiner Oil & Gas Ltd. (b) 27,700 170,444 36553R10
Glamis Gold Ltd. 25,000 156,197 37677510
Global Stone (b) 100,000 425,991 37936Q10
Grad & Walker Energy Corp. 22,000 224,923 38391010
Granges, Inc. (b) 60,000 165,853 38719W10
Hayes-Dana, Inc. 13,300 171,230 42077610
Hemlo Gold Mines, Inc. 40,000 405,165 42366F10

SHARES VALUE (NOTE 1)

Hudsons Bay Co. Ord. 36,000 $ 1,005,339 44420410
ISG Technologies, Inc. (b) 5,000 63,750 45021P30
Intensity Resources Ltd. (b) 92,900 232,171 45816E10
International Forest Products Class A (b) 50,000 747,851 45953E10
Intertape Polymer Group, Inc. 52,000 635,011 46091910
Inverness Petroleum Ltd. (b) 62,500 656,736 46190810
Investors Group, Inc. 20,000 643,720 46152H10
Labatt (John) Ltd. 100,000 691,052 50537250
Lac Minerals Ltd. 40,000 291,567 50545810
Laperriere & Verreault, Inc. 11,300 26,101 39945L20
Leons Furniture Ltd. 80,000 764,890 52668210
Linamar Corp. 15,000 397,592 53278L10
Loblaw Companies Ltd. 90,100 1,526,743 53948110
Lynx Energy Services Corp. Class B (b) 2,000 14,389 55190420
MDC Corp. Class A (b) 200,000 242,342 55267W10
Maax, Inc. (b) 243,300 2,165,000 57777C10
Maax, Inc. (warrants) (b) 8,333 33,920 57777C11
Mackenzie Financial Corporation 101,000 784,014 55453110
MaClean Hunter Ltd. 261,800 2,379,189 55474980
Merfin Hygenic Products Ltd. (b) 366,200 1,345,049 58950K10
Meridian Technologies, Inc. 44,600 299,765 58978510
Moore Corporation Ltd. 45,000 941,440 61578510
Morgan Hydrocarbons, Inc. (b) 247,000 1,098,962 61790010
Morrison Petroleums Ltd. 243,600 1,937,066 61847310
Noma Industries Ltd. Class A (a) 26,200 146,333 65531630
Noranda Forest, Inc. 197,000 1,659,757 65542L10
Noranda, Inc. 227,944 3,862,507 65542210
Northridge Exploration Ltd. (b) 100,800 114,507 66667T10
Northstar Energy Corp. (b) 4,000 79,518 66703R10
Newgas Ltd. (b) 30,000 122,117 67051K10
Oshawa Group Ltd. Class A 30,000 525,389 68820520
Pancanadian Petroleum Ltd. 24,200 863,664 69890020
Paramount Resources Ltd. 74,700 1,103,146 69932010
Pegasus Gold, Inc. 17,000 370,139 70556K10
Placer Dome, Inc. 120,000 2,942,179 72590610
Poco Petroleums Ltd. (b) 80,000 552,842 73036110
Power Corporation of Canada 50,000 762,051 73923910
Power Financial Corp. 20,000 461,964 73927C10
Precision Drilling Class A 40,800 502,102 74022D10
Rayrock Yellowknife Resources, Inc. (b) 16,200 185,562 75509N10
Remington Energy (warrants) (b) 25,000 86,145 75958D92
Renaissance Energy Ltd. (b) 144,822 3,537,059 75966610
Rigel Energy Corp. (b) 33,000 537,317 76655L10
Rio Alto Exploration Ltd. (b) 66,700 473,560 76689210
Riverside Forest Products 6,600 127,457 76890410
Rogers Communications, Inc. Class B (b) 88,600 1,627,135 77510920
SR Telecom, Inc. 44,100 400,772 78464P10
Saskatchewan Oil & Gas Co. (b) 36,500 286,787 80384T10
Scott Paper Ltd. 8,300 69,143 80989410
Shaw Cablesystems Ltd. Class B cv (a) 44,000 799,727 82028K20
Shaw Industries Ltd. Class A 6,300 61,428 82090420
Slocan Forest Products Ltd. 11,400 227,706 83158C10
Solid State Geophysical Class A (b) 55,000 338,427 83420Q10
Southernera Resources Ltd. (b) 7,000 31,145 84390110
St. Lawrence Cement, Inc. Class A (b) 10,000 69,105 79106010
Stackpole Limited (b) 105,000 1,003,919 85232N10
Summit Resources Ltd. 85,600 632,058 86624610
Talisman Energy, Inc. (b) 40,000 882,275 87425E10
Tarragon Oil & Gas Ltd. (b) 62,200 836,117 87629E20
Thomson Corp. 171,798 2,146,743 88490310
Toronto Sun Publishing Co. 8,000 74,217 89199110
Torstar Corp. Class B 169,000 2,783,711 89147420
Tri Link Resources Ltd. Class A (b) 64,900 737,248 89557D10
Trimark Financial Corp. 13,600 391,382 89621H10
Trojan Technologies Corp. (b) 110,000 780,983 89692410
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
CANADA - CONTINUED
UAP Inc. Class A 10,100 $ 160,627 90255810
Ulster Petroleums Ltd. (b) 50,000 194,062 90384010
Van Houtte (A.L.) (b) 20,000 196,903 92090410
Venezuelan Goldfields Ltd. (b) 50,000 492,256 92265D10
Viceroy Homes Ltd. Class A 109,100 423,444 92562710
Viceroy Resources Corp. (b) 10,000 90,878 92564C10
Videotron Group Ltd. 8,400 178,916 92558H10
Westcoast Energy, Inc. 25,000 399,958 95751D10
Winfield Energy Spec (warrants) (b) 160,000 540,786 97390592
88,999,772
UNITED STATES OF AMERICA - 3.3%
DEKALB Genetics Corp. Class B 4,900 132,300 24487820
Electronic Retailing Systems 15,000 95,625 28582510
G&K Services, Inc. Class A 20,000 470,000 36126810
General Mills, Inc. 5,000 320,000 37033410
Longview Fibre Co. 10,000 177,500 54321310
Stop & Shop Companies, Inc. 29,800 584,825 86209910
Tootsie Roll Industries, Inc. 9,648 757,338 89051610
Valmont Industries, Inc. 48,700 730,500 92025310
3,268,088
TOTAL COMMON STOCKS
(Cost $81,760,059) 92,267,860
CONVERTIBLE PREFERRED STOCKS - 0.1%
UNITED STATES OF AMERICA - 0.1%
Battle Gold Co. (Cost $100,000) 2,000 120,750 07159330
CONVERTIBLE BONDS - 0.9%
PRINCIPAL
AMOUNT (A)
CANADA - 0.9%
Abitibi-Price, Inc. 7.85%, 3/1/03
(Cost $870,715) CAD 1,000,000 840,622 003680AD
REPURCHASE AGREEMENTS- 4.8%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due 11/1/93 $4,689,156 4,688,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $87,418,774) $ 97,917,232
CURRENCY TYPE ABBREVIATIONS
CAD - Canadian dollar
LEGEND
(a) 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 $1,046,026 or 1.1% of net
assets.
(b) Non-income producing
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities, during
the year ended October 31, 1993, aggregated $141,430,513 and $78,984,306,
respectively.
Brokerage commissions received by FBSI, an affiliate of the fund's
investment adviser, from portfolio transactions during the year ended
October 31, 1993, amounted to $6,234. (See Note 3 of Notes to Financial
Statements.)
The fund participated in the bank borrowing program. The maximum loan and
the average daily loan balances during the periods for which loans were
outstanding amounted to $14,953,000 and $5,064,760, respectively. The
weighted average interest rate was 3.69%. Interest expense includes
$13,194 paid under the bank borrowing program. (See Note 4 of Notes to
Financial Statements.)
INCOME TAX INFORMATION
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $87,450,728. Net unrealized appreciation aggregated
$10,466,504, of which $12,540,368 related to appreciated investment
securities and $2,073,864 related to depreciated investment securities.
For the period, interest and dividends from foreign countries were $684,135
or $0.13 per share. Taxes paid to foreign countries were $115,434 or $0.02
per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Basic Industries 18.9%
Conglomerates 0.6
Construction and Real Estate 2.5
Durables 2.6
Energy 23.9
Finance 3.0
Industrial Machinery and Equipment 8.0
Media and Leisure 10.3
Nondurables 2.4
Precious Metals 10.0
Repurchase Agreements 4.8
Retail and Wholesale 4.6
Services 2.9
Technology 1.1
Utilities 4.4
100.0%
CANADA
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $4,688,000)
(cost $87,418,774) (Notes 1 $ 97,917,232
and 2) - See accompanying schedule

Cash 133,222

Receivable for investments sold 1,011,895

Receivable for fund shares sold 2,129,978

Dividends receivable 52,165

Interest receivable 9,743

TOTAL ASSETS 101,254,235

LIABILITIES

Payable for investments purchased $ 2,224,649

Payable for fund shares redeemed 2,621,915

Accrued management fee 64,759

Other payables and accrued expenses 365,416

TOTAL LIABILITIES 5,276,739

NET ASSETS $ 95,977,496

Net Assets consist of:

Paid in capital $ 84,886,125

Accumulated net investment (loss) (237,885
)

Accumulated undistributed net realized gain (loss) on 830,798
investments

Net unrealized appreciation (depreciation) on investment securities 10,498,458

NET ASSETS, for 5,384,468 shares outstanding $ 95,977,496

NET ASSET VALUE, offering price and redemption price per share ($95,977,496 (divided by) 5,384,468 shares) (Note 3) $17.82

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED OCTOBER 31, 1993

INVESTMENT INCOME $ 818,431
Dividends

Interest 112,928

931,359

Less foreign taxes withheld (Note 1) (115,434
)

TOTAL INCOME 815,925

EXPENSES

Management fee (Note 3) $ 471,845
Basic fee

Performance adjustment 50,721

Transfer agent fees (Note 3) 466,176

Accounting fees and expenses 51,311
(Note 3)

Non-interested trustees' 382
compensation

Custodian fees and expenses 44,467

Registration fees 93,773

Audit 29,854

Legal 412

Interest (Note 4) 13,194

TOTAL EXPENSES 1,222,135

NET INVESTMENT INCOME (LOSS) (406,210
)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1) (215,792
Net realized gain (loss) on )
investment securities

Change in net unrealized appreciation (depreciation) on investment securities 9,798,514

NET GAIN (LOSS) 9,582,722

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 9,176,512

OTHER INFORMATION $50,670
Sales charges paid to FDC
(Note 3)

Deferred sales charges withheld by $12,252
FDC (Note 3)

Accounting fees paid to FSC $50,881
(Note 3)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1993 1992

INCREASE (DECREASE) IN NET ASSETS

Operations $ (406,210 $ (24,222
Net investment income (loss) ) )

Net realized gain (loss) on investments (215,792 (167,044
) )

Change in net unrealized appreciation (depreciation) on investments 9,798,514 (1,530,378
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 9,176,512 (1,721,644
)

Distributions to shareholders from: (30,615 -
Net investment income )

Net realized gain - (1,301,829
)

Share transactions 232,403,520 14,294,414
Net proceeds from sales of shares

Reinvestment of distributions from: 29,289 -
Net investment income

Net realized gain - 1,271,828

Cost of shares redeemed (167,302,323 (14,168,947
) )

Net increase (decrease) in net assets resulting from share transactions 65,130,486 1,397,295

TOTAL INCREASE (DECREASE) IN NET ASSETS 74,276,383 (1,626,178
)

NET ASSETS

Beginning of period 21,701,113 23,327,291

End of period (including undistributed net investment income (loss) of $(237,885) and $198,940,
respectively) $ 95,977,496 $ 21,701,113

OTHER INFORMATION
Shares

Sold 13,751,993 950,933

Issued in reinvestment of distributions from net realized gain 2,020 86,992

Redeemed (9,894,449 (945,574
) )

Net increase (decrease) 3,859,564 92,351

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

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED OCTOBER 31,

SELECTED PER-SHARE DATA 1993 1992 1991 1990 1989

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

Income from Investment
Operations

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

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

Total from investment
operations 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)(dagger)

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

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

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

RATIOS AND SUPPLEMENTAL DATA

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

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

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

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

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

* FOR THE YEARS ENDED OCTOBER 31, 1992, 1991, 1990 AND 1989, NET INVESTMENT INCOME
(LOSS) PER SHARE HAS BEEN CALCULATED USING AVERAGE SHARES OUTSTANDING.
(dagger) INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
# 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.
(diamond) THE TOTAL RETURN WOULD HAVE BEEN LOWER IF THE ADVISER HAD NOT REDUCED
EXPENSES OF THE FUND DURING THE PERIODS SHOWN.

</TABLE>

EUROPE
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Europe Fund has
a 3% sales charge, which has been waived through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED PAST 1 PAST 5 LIFE OF
OCTOBER 31, 1993 YEAR YEARS FUND

Europe 24.24% 54.57% 105.69%

Europe
(incl. 3% sales charge) 20.52% 53.81% 99.52%

Morgan Stanley Europe
Index 25.67% 66.60% 113.55%

Average European Region
Fund 24.46% 43.31% 86.35%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
started on October 1, 1986. You can compare the fund's figures to the
performance of the Morgan Stanley Europe index - a broad measure of the
performance of stocks in Europe, weighted by each country's market
capitalization (or the total value of its outstanding shares). You can also
compare the fund's performance to the average European region fund which
reflects the performance of 31 funds with similar objectives tracked by
Lipper Analytical Services. These benchmarks include reinvested dividends
and capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED PAST 1 PAST 5 LIFE OF
OCTOBER 31, 1993 YEAR YEARS FUND

Europe 24.24% 9.66% 10.71%

Europe
(incl. 3% sales charge) 20.52% 8.99% 10.23%

Morgan Stanley Europe
Index 25.67% 10.75% 11.29%

Average European Region
Fund 24.46% 7.33% 9.13%

AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
$10,000 OVER LIFE OF FUND
Europe (301) MS Europe Index
10/01/86 9700.00 10000.00
10/31/86 9690.30 10061.24
11/30/86 10078.30 10600.17
12/31/86 10485.70 10866.14
01/31/87 11563.06 11347.33
02/28/87 12300.92 11751.88
03/31/87 12922.28 12332.46
04/30/87 13456.26 12815.21
05/31/87 13679.56 12743.90
06/30/87 14232.95 13107.17
07/31/87 15252.37 13548.56
08/31/87 15572.75 13660.75
09/30/87 16135.86 13749.78
10/31/87 11737.82 11135.61
11/30/87 11213.55 10645.49
12/31/87 12048.50 11264.74
01/31/88 11475.68 10802.62
02/29/88 11533.94 11438.32
03/31/88 12067.91 11753.00
04/30/88 12407.72 11972.00
05/31/88 12271.80 11748.03
06/30/88 11999.95 11629.54
07/31/88 11873.74 11655.59
08/31/88 11252.38 11126.51
09/30/88 11776.65 11732.04
10/31/88 12582.48 12818.60
11/30/88 12737.81 12976.68
12/31/88 12751.83 13046.37
01/31/89 13357.17 13518.81
02/28/89 13386.94 13365.30
03/31/89 13615.18 13462.17
04/30/89 14200.67 13835.82
05/31/89 13813.65 13126.86
06/30/89 14190.75 13668.45
07/31/89 15460.97 15277.34
08/31/89 15341.89 15086.51
09/30/89 16036.54 15345.58
10/31/89 14925.09 14339.46
11/30/89 15798.37 15135.61
12/31/89 16874.84 16764.74
01/31/90 17085.65 16719.83
02/28/90 16643.95 16319.18
03/31/90 17145.88 16549.43
04/30/90 16804.57 16110.24
05/31/90 17838.54 17421.38
06/30/90 18581.39 18033.25
07/31/90 19705.71 18792.65
08/31/90 17356.69 16929.38
09/30/90 15640.09 14935.59
10/31/90 16342.79 16194.23
11/30/90 16322.71 16356.96
12/31/90 16100.11 16120.73
01/31/91 16418.62 16663.17
02/28/91 17415.24 18120.73
03/31/91 16480.27 16904.64
04/30/91 16439.17 16727.91
05/31/91 16511.09 17221.35
06/30/91 15062.39 15776.03
07/31/91 15822.70 16867.89
08/31/91 16141.21 17175.85
09/30/91 16726.85 17692.04
10/31/91 16367.25 17319.34
11/30/91 15874.07 16911.64
12/31/91 16769.90 18234.47
01/31/92 16844.24 18229.22
02/29/92 17046.03 18299.21
03/31/92 16461.90 17658.79
04/30/92 17545.20 18633.42
05/31/92 18405.47 19693.79
06/30/92 18235.54 19327.03
07/31/92 17577.06 18636.54
08/31/92 17630.16 18575.77
09/30/92 17354.03 18268.54
10/31/92 16058.32 16993.88
11/30/92 16047.70 16985.58
12/31/92 16346.72 17375.24
01/31/93 16260.11 17404.43
02/28/93 16357.54 17603.55
03/31/93 17429.28 18509.13
04/30/93 18003.04 18917.36
05/31/93 18219.55 19120.87
06/30/93 17710.75 18841.54
07/31/93 17721.57 18906.21
08/31/93 19161.38 20565.25
09/30/93 19139.73 20501.36
10/31/93 19951.65 21355.45
Let's say you invested $10,000 in Fidelity Europe Fund on its start date
and paid the 3% sales charge. By October 31, 1993, it would have grown to
$19,952 - a 99.52% increase on your initial investment. That compares to
$10,000 invested in the Morgan Stanley Europe index, which would have grown
to $21,355 over the same period - a 113.55% increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
EUROPE
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Sally Walden,
Portfolio Manager of Fidelity Europe Fund
Q. SALLY, HOW DID THE FUND DO?
A. For the year ended October 31, 1993 the fund's total return was 24.24%,
compared to 25.67% for the Morgan Stanley Europe index. For the same
one-year period, the average European fund returned 24.46%, according to
Lipper Analytical Services.
Q. THAT'S A STRONG GAIN. WHAT TRIGGERED IT?
A. After trailing the U.S. market for five years, most European markets
rallied over the past 12 months. Battered by currency turmoil in the summer
of 1992, stocks began to surge in the fall. Investors worldwide were
encouraged by falling interest rates and hopes for an economic recovery,
and looked to European stocks to provide above-average returns. That, in
turn, increased demand and drove stock prices higher.
Q. WHAT WERE SOME OF THE FUND'S STRONGEST PERFORMERS?
A. Banks, insurance companies and other financial services stocks did
extremely well. As interest rates fell, stocks like the U.K.'s National
Westminster posted gains during the period. Once the Exchange Rate
Mechanism collapsed, other countries followed Britain's lead with interest
rate cuts of their own. Companies like France's Credit Locale benefited in
this falling interest rate climate. Also, some other individual stocks
helped the fund. Nokia, for example, the fund's largest investment, is one
of the continent's largest cellular telephone handsets and switching
producers.
Q. THE FUND'S STAKE IN THE STOCK NEARLY DOUBLED DURING THE PERIOD, YET THE
FUND SLIGHTLY TRAILED THE INDEX . . .
A. . . . which is in part accounted for by the fund's low exposure to
cyclical stocks - or stocks that do well when economies are recovering.
Many of Europe's strongest performers came from the steel, auto and
engineering sectors. I avoided these stocks because I felt that the
continent's economies would remain fairly weak throughout 1993, which is in
fact what happened. European economies continue to limp along,
notwithstanding the run-up in cyclicals. But one of my investment themes is
to emphasize stocks that do well because they're growing, not because
they'll do well in a given economic cycle. In hindsight, the fund might
have done better over the short term had I focused more on cyclical stocks.
But over the past several months, investors' excitement about cyclicals has
waned and the stocks have started to disappoint.
Q. MANY OF THESE AUTO, STEEL AND ENGINEERING COMPANIES ARE BASED IN
GERMANY. IS THAT WHY THE FUND HAD ONLY 11% OF ITS INVESTMENTS THERE?
A. That's one reason, but there are others. Germany has a huge economy but
its stock market isn't proportionately as large. The market there is
dominated by a half-dozen companies. So, as a fund manager it's difficult
to know something about one of those companies that most other investors
don't already know. Also, I'm worried that German exporters are very
uncompetitive in an increasingly global marketplace. And the currency
volatility on the continent over the past 12 months underscored that lack
of competitiveness. Every time there's an upturn in world trade, German
companies have taken a smaller share of it. And the country's goods are
priced higher - based in part on more expensive labor - than other world
manufacturers. As the deutschemark grew stronger, product prices went even
higher. Finally, accounting standards in Germany are somewhat mysterious,
which makes it difficult to understand a company's financial picture.
Q. INSTEAD OF CYCLICALS, WHAT INDUSTRIES DID YOU FOCUS ON?
A. Media stocks, for one, which have been an area of substantial growth in
Europe and made up the fund's second largest sector concentration.
Deregulation has provided investors plenty of opportunities. Five years
ago, commercial television didn't really exist and all you could see in
Germany, Holland, and Spain was government sponsored-programming. Despite
the persistent recession, TV advertising has continued to increase because
it's at such an early stage in its development. Some of the fund's largest
investments - broadcasters TF-1 in France and Audiofina in Belgium - should
benefit as commercial TV grows. Even in the more mature areas, like the
U.K., media stocks look attractive as the economy improves, and ad revenues
rise.
Q. MOST INVESTORS IN THE UNITED STATES HAVE SHUNNED THE PHARMACEUTICAL
STOCKS. WHY IS HEALTH ONE OF THE FUND'S LARGEST SECTOR CONCENTRATIONS?
A. European pharmaceuticals got caught in the U.S. health-care reform down
draft. It now appears that the market overreacted to the threat of cost
controls for drugs sold in the United States. But European drug companies
are quite accustomed to operating in a regulated health-care environment at
home, and so their prices had reflected something that probably won't
affect them so negatively. I focused on companies like Schering in Germany
- - the fund's second largest investment at the end of October - that have
strong volume growth, unique new drugs or an emphasis on cost cutting, and
could do quite well in a more regulated U.S. health-care environment.
Schering has shed its chemical businesses, preferring to focus on its drug
business. Its new drug to treat multiple sclerosis, Betaseron, was recently
launched in the United States.
Q. HOW IMMINENT IS A EUROPEAN ECONOMIC RECOVERY?
A. Europe seems to be coming out of its recession, but I think that it
won't be a "V-shaped" recovery, rocketing from its bottom to vastly
improved levels. Rather, I think most European economies will continue to
bump along at the bottom. Even though most economies appear to have
bottomed out, they haven't started to improve yet, either. Over the next 12
months, I expect continued interest rate cuts so the continent could be
operating under a low-growth, low inflation environment for some time.
Despite having come down already, interest rates still hover at
historically high levels. I think there's room for them to drop another
2-3% over the next year.
Q. WHAT'S THE IMPACT OF THAT SCENARIO ON THE MARKETS?
A. Traditionally, when interest rates drop and fixed-income investments
provide lower yields, more people are motivated to buy stocks to get a
higher return. What's complicating that outlook, though, is that European
stocks, in large part, have been driven higher by foreign investors -
namely from the United States. U.S. investors put money in German stocks
this past year at a level not seen since the Berlin wall came down. The
$64,000 question, then, is whether this trend will continue. If U.S.
investors turn their backs on European stocks, the markets won't make as
much progress as they have. If the dollar starts strengthening, and
investors start to worry about currency losses, it could also have an
impact on European markets.
Q. HOW WILL YOU INVEST GOING FORWARD?
A. I'll stick to my basic investment themes, emphasizing pharmaceutical,
media and interest rate-sensitive sectors. I'll mostly continue to avoid
heavy industrial and cyclical areas. However, I'm beginning to look at some
manufacturing companies, especially those that have slashed costs and
improved profits. I'm looking for companies that aren't sitting on their
hands waiting for economies to improve. Instead, I'll focus on companies
that realize that global competition is unbelievably tough, and the only
way to survive is to cut costs and make themselves lean. Looking ahead,
it's probably unrealistic to expect European markets to repeat the
fantastic return of the past year. It's nearly impossible to predict where
the market's going. But, I'm optimistic that picking good stocks can help
the fund weather any kind of market.

FUND FACTS
GOAL: to increase the value of the fund's shares
by investing mainly in common stocks in
Western Europe
START DATE: October 1, 1986
SIZE: as of October 31, 1993, over $528
million
MANAGER: Sally Walden, since July 1992; also
manages various funds for non-U.S. investors
(checkmark)
SALLY WALDEN'S INVESTMENT APPROACH:
"I look at stocks first, industries second and the
country last. I build the fund `brick by brick' investing in
companies for individual reasons. I prefer to look for
companies with very low debt, strong management
and good growth prospects. I'm also interested in
change within companies - either management
changes, a refocused strategy or companies whose
prospects are brighter for tomorrow because of
restructuring or other factors.
"When markets are very speculative, or when there's
currency volatility, and economic themes driving
markets, my approach can go through a period when it
doesn't look very smart. If you take it over any three- to
five-year period, though, I'm very confident that this
approach works. But now and then, you're going to
have a six-month or year period when currency or
sector-rotations drive the market, and they'll have an
edge over my strategy.
"Companies where there is more than meets the eye
interest me. European accounting disclosure is not as
complete as it is in the United States. In particular,
European companies may not consolidate all of their
activities. Another stumbling block is that companies
don't split out profits from various divisions, which may
conceal the profitability of key activities. Doing the
analytical detective work to get the true figures helps
me evaluate a company's real prospects. "
(bullet) The fund's stake in the United Kingdom was cut to
27.1% at the end of October, down from 32.3% six
months ago because the market there had already
improved dramatically and other European markets
offered better opportunities.
(bullet) Nokia, a Finnish cellular equipment company, is the
fund's largest investment because European demand
for cellular products is growing very rapidly. Nokia
grew from 1.7% of the fund's investments at the end of
April to 3.7% at the end of October.
DISTRIBUTIONS
The Board of Trustees of Europe Fund voted to pay on
December 13, 1993, to shareholders of record at the
opening of business on December 10, 1993, a
distribution of $.08 from net investment income.
EUROPE
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993
Finland 4.9%
Netherlands 6.8%
Row: 1, Col: 1, Value: 27.1
Row: 1, Col: 2, Value: 4.3
Row: 1, Col: 3, Value: 6.8
Row: 1, Col: 4, Value: 11.0
Row: 1, Col: 5, Value: 2.3
Row: 1, Col: 6, Value: 2.0
Row: 1, Col: 7, Value: 3.7
Row: 1, Col: 8, Value: 14.3
Row: 1, Col: 9, Value: 8.800000000000001
Row: 1, Col: 10, Value: 3.2
Row: 1, Col: 11, Value: 4.8
Row: 1, Col: 12, Value: 6.8
Row: 1, Col: 13, Value: 4.9
Belgium 4.8%
United Kingdom 27.1%
Italy 3.2%
Switzerland 8.8%
Sweden 4.2%
Spain 6.8%
France 14.4%
Other 3.7%
Germany 11%
Cash 2.0%
Ireland 2.3%
AS OF APRIL 30, 1993

Netherlands 6.9%
Belgium 3.4%
Row: 1, Col: 1, Value: 32.3
Row: 1, Col: 2, Value: 2.1
Row: 1, Col: 3, Value: 5.8
Row: 1, Col: 4, Value: 7.2
Row: 1, Col: 5, Value: 2.5
Row: 1, Col: 6, Value: 10.2
Row: 1, Col: 7, Value: 3.6
Row: 1, Col: 8, Value: 14.5
Row: 1, Col: 9, Value: 9.1
Row: 1, Col: 10, Value: 2.4
Row: 1, Col: 11, Value: 3.4
Row: 1, Col: 12, Value: 6.9
Italy 2.4%
United Kingdom 32.3%
Switzerland 9.1%
France 14.5%
Sweden 2.1%
Spain 5.8%
Other 3.6%
Cash 10.2%
Germany 7.2%
Ireland 2.5%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 97.6 89.7

Bonds 0.4 0.1

Short-term investments 2.0 10.2

TOP TEN STOCKS
(BY ISSUER) % OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Nokia AB
(Finland, Communications Equipment) 3.7 1.7

Schering
(Germany, Drugs and
Pharmaceuticals) 2.6 1.3

TF-1
(France, Broadcasting) 1.6 0.9

Astra A Free shares
(Sweden, Drugs & Pharmaceuticals) 1.6 1.2

IHC Caland NV
(Netherlands, Energy Services) 1.4 1.6

SIP Spa
(Italy, Telephone Services) 1.3 -

Reisebuero Kuoni Part. Cert.
(Switzerland, Entertainment) 1.3 0.9

Audiofina
(Belgium, Broadcasting) 1.3 1.0

Repsol SA Ord.
(Spain, Oil and Gas) 1.2 1.0

Gehe AG
(Germany, Medical Supplies and Equipment)
1.2 1.1

TOP TEN INDUSTRIES
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Finance 21.4 23.2

Media and Leisure 13.8 10.7

Health 10.7 10.7

Utilities 8.2 10.1

Nondurables 6.9 8.1

Retail and Wholesale 6.0 6.0

Construction and Real Estate 5.9 1.6

Industrial Machinery and Equipment 4.6 4.5

Energy 4.3 4.8

Technology 4.2 -

EUROPE
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 93.9%
SHARES VALUE (NOTE 1)
BELGIUM - 4.5%
Audiofina 16,698 $ 6,648,936 05099292
GB-INNO-BM SA GIB 94,565 3,272,056 36149699
Generale de Banque SA 12,570 3,058,361 37199592
Immob de Belgique (a) 22,495 2,230,041 45099592
Quick Restaurants SA (a) 97,895 5,054,033 74899B22
UCB Group 4,830 3,133,564 90262799
23,396,991
FINLAND - 3.5%
Kone Corp. Class B Ord. 12,200 1,149,882 50400092
Nokia AB Free shares 213,000 11,928,045 65599992
Repola OY 328,000 4,843,517 75999A92
17,921,444
FRANCE - 14.4%
Alcatel Alsthom CGE 50 6,570 01390492
Assurances Generales (Reg.) 43,685 5,377,412 04557510
BIC 20,050 4,141,720 08899292
BNP CI Ord. 45,028 2,207,180 05599996
BQE National Paris Ord. (a) 14,663 2,656,520 05599994
CPR (Comp Par Reescompte) (a) 56,950 5,255,291 12599592
Credit Locale de France (b) 46,700 3,632,574 22699892
Ecco SA 32,565 2,977,497 27399292
Eiffage SA 23,540 4,384,355 27599522
Elf Aquitaine 56,232 4,374,023 28627199
Eurafrance (Societe) 9,297 3,552,883 29899892
Filippachi SA units (a) 14,500 1,969,015 75599995
Fructivie SA 33,600 5,034,880 33099092
Galeries Lafayette SA 2,565 820,835 36341399
Gaz Et Eaux SA (a) 10 3,420 38199F92
Immeubles de France, Ste Des (a) 24,100 4,427,447 44999C22
Omnium Gestion Financement SA 26,286 2,884,072 68099792
Renault SA Partners Cert. (a) 13,570 5,365,044 75999F92
Salomon SA 7,585 2,452,988 93099292
TF-1 86,400 8,250,864 90399999
Total Compagnie Francaise des Petroles
Class B (a) 76,800 4,284,727 20434510
74,059,317
GERMANY - 9.4%
Ava Alg Handels Verbrauchen 7,802 4,118,860 05399692
Bayer AG 25,200 4,778,859 07273010
Duerr Beteiligungs AG 12,050 4,681,763 26499292
Gehe AG 22,700 6,140,048 68199492
Holsten Brauerei AG 6,654 2,072,159 43899D92
Munich Reinsurance (Reg.) 2,300 5,457,188 62699492
Otto Reichelt AG 12,295 2,990,153 69199A92
Schering 21,000 13,571,492 80658510
Veba Vereinigte Elektrizetaets & Bergwerks
AG Ord. 17,000 4,731,382 92239110
48,541,904
HONG KONG - 0.9%
HSBC Holdings Ord. 393,500 4,439,317 42199194
IRELAND - 2.3%.
Bank of Ireland U.S. Holdings, Inc. 757,000 3,151,406 06278793
CRH PLC 1,128,720 5,468,095 12626K10
Irish Life PLC 1,080,000 3,512,041 46299B92
12,131,542
ITALY - 2.5%
Edison Spa 943,700 3,917,818 28099092
Luxottica Group Spa sponsored
ADR (a) 87,800 2,173,050 55068R20
SIP Spa 3,200,000 6,931,264 78401792
13,022,132

SHARES VALUE (NOTE 1)
NETHERLANDS - 6.8%
Heineken NV 49,125 $ 5,230,314 42301210
IHC Caland NV 342,595 7,056,354 56299392
International Nederlanden Groep 124,510 5,405,187 46099892
PolyGram NV Ord. 109,400 4,096,362 73173392
Unilever NV ADR 47,900 5,496,525 90478450
VNU Ord. 80,200 6,289,780 92399010
Wereldhave NV 27,900 1,673,853 95199E22
35,248,375
NORWAY - 1.8%
Color Lines 465,225 1,548,329 19699492
Helikopter Services 176,600 2,518,916 42499192
Smedvig Tankships Ltd. Ord. (b) 258,500 2,746,563 83169E20
Veidekke A S 138,800 2,677,390 93699592
9,491,198
SPAIN - 6.8%
Aumar (Reg.) 246,940 2,725,487 05199292
Banco Popular Espanol 28,150 3,649,074 05999110
Corporacion Financiera Alba 97,600 3,423,229 15199010
Corporacion Mapfre International Reas
(Reg.) 87,080 4,012,130 16899192
EL Aguila SA 336,110 2,651,535 28299292
Empresa Nacional de Electricidad SA
Ord. 107,200 5,050,311 29244710
FOCSA (Fomento de Obras Y
Construcciones SA) 31,205 3,296,172 34418599
Gas Y Electricidad 41,200 1,733,452 37420099
Hidro Cantabrico 95,000 2,121,666 42899999
Repsol SA Ord. 212,500 6,351,389 76026T10
35,014,445
SWEDEN - 4.2%
Astra A Free shares 375,400 8,218,764 04632292
Avesta Sheffield AB Ord. (a) 471,100 2,736,948 05399892
SKF AB Ord. 252,800 3,895,891 78437530
Sila AB Class B (a) 194,000 949,120 84099392
Skandia International Holding Co.
AB ADR (a) 272,000 5,755,381 83055510
21,556,104
SWITZERLAND - 8.8%
Ares Serono B 11,390 5,766,605 03999392
BBC Brown Boveri & Cie (Bearer) 8,100 5,442,548 05599099
Baloise Holding (Reg.) (a) 2,430 3,796,748 05899195
Nestle SA (Reg.) (a) 4,000 3,178,541 64106992
Reisebuero Kuoni AG (Bearer) 63 1,394,067 75999593
Reisebuero Kuoni Part. Cert. 6,400 6,780,889 75999592
Roche Holdings Division (rights) 1,400 5,398,156 77157092
Swiss Bank Corp. (Bearer) (a) 13,100 4,409,857 87083610
Swiss Reinsurance Corp. PC (a) 10,650 5,327,678 87099310
Winterthur Schweiz (Reg.) 7,400 3,815,993 97629994
45,311,082
UNITED KINGDOM - 27.1%
Abbey National PLC Ord. 567,000 3,523,843 00281099
Allied Lyons PLC 332,600 2,892,426 01925510
Anglia Television Group 190,300 1,051,598 03499310
Argyll Group PLC 947,900 4,156,769 04099210
Arjo Wiggins Appleton PLC 648,600 2,162,030 04199592
Associated British Ports Ord. 663,230 4,932,528 04599392
BAA PLC Ord. 294,200 3,783,241 10999999
Bass PLC Ord. 335,900 2,425,974 06990492
Boots Co. PLC 312,300 2,401,272 09999410
British Telecommunications PLC Ord. 763,800 5,222,192 11102110
Burton Group PLC Ord. 2,450,000 2,722,268 12304910
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UNITED KINGDOM - CONTINUED
Cable & Wireless PLC Ord. 604,600 $ 4,483,055 12699910
Cadbury-Schweppes PLC Ord. 478,666 3,393,254 12720910
Chubb Security 634,600 3,393,980 17299B92
Compass Group Ord. 287,000 2,402,328 20499192
De La Rue Co. 232,100 2,613,307 24642110
Hazlewood Foods Ord. 753,800 2,088,335 42199292
Kwik Save Group PLC Ord. 185,000 1,756,838 50124310
LWT Holdings PLC 664,430 4,626,459 55080499
MFI Furniture Group PLC 1,528,800 3,193,541 55299392
Mirror Group Newspaper PLC (a) 2,173,700 5,152,538 60499792
National Westminster Bank PLC Ord. 665,800 5,464,560 63853930
North West Water Ord. 437,775 3,434,143 67299195
Prudential Corp. 1,051,500 5,709,330 74399992
Racal Electronics Ltd. Ord. 1,281,000 3,852,543 74981510
Rank Organization PLC 262,000 3,264,368 75304110
Reuters Holdings PLC Ord. (a) 104,300 2,524,091 76132410
Rothmans International PLC SA 70,596 437,178 77869592
Royale Insurance Co., Ltd. 866,400 4,056,086 78074910
Scottish & Newcastle Brewers:
PLC 492,450 3,407,069 80987810
units 123,112 412,202 80987892
Scottish Hydro-Electric PLC Ord. 323,400 1,959,591 81013395
Scottish Power ADR (b) 46,600 2,865,900 81013T40
Scottish Television 797,800 5,052,794 81099210
Smithkline Beecham Ord. units 589,900 3,294,745 83237850
Tesco PLC Ord. (a) 999,900 3,007,149 88157510
Trafalgar House PLC Ord. 1,296,500 1,872,742 89270710
Ulster Television Ord. 285,000 1,992,914 94299492
United Newspapers PLC Ord. 384,000 3,100,485 91120210
Vendome Lux Group PLC SA units (a) 397,569 1,855,347 92299E22
Wickes PLC 1,480,700 2,478,840 96699392
Wolseley Ord. 256,100 2,674,857 97799092
Woolworth Holdings PLC Ord. 357,042 3,464,675 98088610
Zeneca Group PLC Ord. (a) 455,000 5,210,660 98934D92
139,770,045
UNITED STATES OF AMERICA - 0.9%
Rhone Poulenc Rorer, Inc. 106,920 4,764,874 76242T92
TOTAL COMMON STOCKS
(Cost $415,641,027) 484,668,770
NONCONVERTIBLE PREFERRED STOCKS - 3.7%
FINLAND - 1.4%
Nokia AB 128,300 7,074,291 65599910
GERMANY - 1.6%
Boss (Hugo) AG 7,250 3,891,954 44451094
Krones AG 2,815 4,458,315 50199A93
8,350,269
ITALY - 0.7%
SAI (Sta Assicur Industriale) N/C Risp 627,100 3,728,122 78399192
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $13,544,154) 19,152,682
CONVERTIBLE BONDS - 0.4%
PRINCIPAL
AMOUNT (A)
BELGIUM - 0.3%
Audiofina, 5%, 12/31/99 BEF 3,308 $ 1,344,457 050992AA
NORWAY - 0.1%
Color Lines 7 1/2%, 12/31/00 NOK 2,433 332,155 196994AB
TOTAL CONVERTIBLE BONDS
(Cost $1,115,466) 1,676,612
REPURCHASE AGREEMENTS - 2.0%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due 11/1/93 $10,533,598 10,531,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $440,831,647) $ 516,029,064
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
3,643,750,000 ESP 2/1/94 $ 26,571,932 $ 760,976
7,881,600 NLG 2/2/94 4,131,734 183,286
460,000,000 BEF 2/4/94 12,449,480 541,201
70,830,500 SEK 2/4/94 8,572,181 112,178
TOTAL CONTRACTS TO SELL
(Receivable amount $53,322,968) $ 51,725,327 $ 1,597,641
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 10.0%
CURRENCY TYPE ABBREVIATIONS
BEF - Belgian franc
NLG - Dutch guilder
NOK - Norwegian krone
ESP - Spanish peseta
SEK - Swedish krona
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 $9,245,037 or 1.7% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities, during
the year ended October 31, 1993, aggregated $389,118,426 and $346,854,709,
respectively.
The fund participated in the interfund lending program as a borrower. The
maximum loan and average daily loan balances during the periods for which
loans were outstanding amounted to $53,500,000 and $23,541,857,
respectively. The weighted average interest rate paid was 3.5%. Interest
expense includes $15,994 paid under the interfund lending program. (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 periods for which loans were
outstanding amounted to $71,634,000 and $23,575,593, respectively. The
weighted average interest rate was 3.7%. Interest expense includes $66,647
paid under the bank borrowing program. (See Note 4 of Notes to Financial
Statements.)
INCOME TAX INFORMATION
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $440,890,607. Net unrealized appreciation aggregated
$75,138,457, of which $88,472,943 related to appreciated investment
securities and $13,334,486 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.
For the period, interest and dividends from foreign countries were
$10,713,947 or $0.37 per share. Taxes paid to foreign countries were
$2,464,167 or $0.09 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Basic Industries 2.9%
Conglomerates 0.3
Construction and Real Estate 5.9
Durables 3.2
Energy 4.3
Finance 21.4
Health 10.7
Industrial Machinery and Equipment 4.6
Media and Leisure 13.8
Nondurables 6.9
Repurchase Agreements 2.0
Retail and Wholesale 6.0
Services 2.3
Technology 4.2
Transportation 3.3
Utilities 8.2
100.0%
EUROPE
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $10,531,000)
(cost $440,831,647) $ 516,029,064
(Notes 1 and 2) - See accompanying schedule

Short foreign currency contracts (Note 2) $ (51,725,327
Contracts held, at value )

Receivable for contracts held 53,322,968 1,597,641

Cash 939

Receivable for investments sold 16,756,409

Receivable for fund shares sold 3,287,036

Dividends receivable 2,154,828

Other receivables 812,761

TOTAL ASSETS 540,638,678

LIABILITIES

Payable for investments purchased 5,536,403

Payable for fund shares redeemed 4,825,046

Accrued management fee 272,815

Other payables and accrued expenses 1,075,659

TOTAL LIABILITIES 11,709,923

NET ASSETS $ 528,928,755

Net Assets consist of:

Paid in capital $ 484,573,354

Undistributed net investment income 9,334,982

Accumulated undistributed net realized gain (loss) on investments (41,774,639
)

Net unrealized appreciation (depreciation) on:

Investment securities 75,197,417

Foreign currency contracts 1,597,641

NET ASSETS, for 28,698,530 shares outstanding $ 528,928,755

NET ASSET VALUE and redemption price per share ($528,928,755 (divided by) 28,698,530 shares) $18.43

Maximum offering price per share (100/97 of $18.43) $19.00

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED OCTOBER 31, 1993

INVESTMENT INCOME $ 14,580,526
Dividends

Interest 996,050

15,576,576

Less foreign taxes withheld (Note 1) (2,464,167
)

TOTAL INCOME 13,112,409

EXPENSES

Management fee (Note 3) $ 3,804,429
Basic fee

Performance adjustment (703,601
)

Transfer agent fees (Note 3) 2,017,635

Accounting fees and expenses (Note 3) 297,155

Non-interested trustees' compensation 3,794

Custodian fees and expenses 441,315

Registration fees 110,153

Audit 34,798

Legal 6,845

Interest (Notes 2 and 4) 82,641

Miscellaneous 5,227

TOTAL EXPENSES 6,100,391

NET INVESTMENT INCOME 7,012,018

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

Investment securities 1,610,948

Foreign currency contracts (4,379,319 (2,768,371
) )

Change in net unrealized appreciation (depreciation) on:

Investment securities 92,324,959

Foreign currency contracts 1,597,641 93,922,600

NET GAIN (LOSS) 91,154,229

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 98,166,247

OTHER INFORMATION $2,116,938
Sales charges paid to FDC (Note 3)

Deferred sales charges withheld by $213,896
FDC (Note 3)

Accounting fees paid to FSC $286,229
(Note 3)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
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INCREASE (DECREASE) IN NET ASSETS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1993 1992

Operations $ 7,012,018 $ 8,208,117
Net investment income

Net realized gain (loss) on investments (2,768,371 278,178
)

Change in net unrealized appreciation (depreciation) on investments 93,922,600 (34,062,837
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 98,166,247 (25,576,542
)

Distributions to shareholders from: (8,045,499 (8,580,197
Net investment income ) )

Net realized gain - (511,950
)

Share transactions 549,154,003 415,937,030
Net proceeds from sales of shares

Reinvestment of distributions from: 7,889,216 7,812,021
Net investment income

Net realized gain - 501,194

Cost of shares redeemed (549,458,481 (256,189,594
) )

Net increase (decrease) in net assets resulting from share transactions 7,584,738 168,060,651

TOTAL INCREASE (DECREASE) IN NET ASSETS 97,705,486 133,391,962

NET ASSETS

Beginning of period 431,223,269 297,831,307

End of period (including undistributed net investment income of $9,334,982 and $10,368,463,
respectively) $ 528,928,755 $ 431,223,269

OTHER INFORMATION
Shares

Sold 33,375,671 25,019,767

Issued in reinvestment of distributions from: 525,251 555,360
Net investment income

Net realized gain - 32,561

Redeemed (33,714,940 (15,788,075
) )

Net increase (decrease) 185,982 9,819,613

</TABLE>

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<CAPTION>
<S> <C> <C>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED OCTOBER 31,

SELECTED PER-SHARE DATA 1993 1992(DAGGER) 1991 1990 1989

Net asset value, beginning of
period $ 15.12 $ 15.93 $ 16.28 $ 15.04 $ 12.96

Income from Investment Operations

Net investment income .25 .27 .43(double dagger) .46 .25(diamond)

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

Total from investment
operations 3.60 (.30) .03 1.43 2.36

Less Distributions

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

From net realized gain - (.03)* (.03)* - (.04)*

Total distributions (.29) (.51) (.38) (.19) (.28)

Net asset value, end of period$ 18.43 $ 15.12 $ 15.93 $ 16.28 $ 15.04

TOTAL RETURN**(diamond) 24.24% (1.89)% .15% 9.50% 18.62%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period
(000 omitted) $ 528,929 $ 431,223 $ 297,831 $ 389,273 $ 97,288

Ratio of expenses to average
net assets 1.25% 1.22% 1.31% 1.45% 1.89%(diamond)

Ratio of net investment income
to average net assets 1.44% 2.38% 2.83% 2.87% 1.67%

Portfolio turnover rate 76% 95% 80% 148% 160%

* INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED TRANSACTIONS TAXABLE
AS ORDINARY INCOME.
** TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
(dagger) AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION ACCOUNTING.
(diamond) 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 THE TOTAL
RETURN WOULD HAVE BEEN LOWER.
(double dagger) INCLUDES $.05 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY WITHHELD ON
DIVIDEND AND INTEREST PAYMENTS.

</TABLE>

JAPAN
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Japan Fund has a
3% sales charge, which has been waived since the fund's start on September
15, 1992 through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED PAST 1 LIFE OF
OCTOBER 31, 1993 YEAR FUND

Japan 35.67% 33.50%

TOPIX Index 46.06% 36.31%

Average Japanese Fund 38.17% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year or since the fund started on
September 15, 1992. You can compare the fund's figures to the performance
of the TOPIX index - a broad measure of the Japanese stock market's
performance, similar to the Standard & Poor's 500 stock index in the U.S.
You can also compare the fund's performance to the average Japanese fund
which reflects the performance of seven funds with similar objectives - in
this case, a very small peer group - tracked by Lipper Analytical Services.
These benchmarks include reinvested dividends and capital gains, if any,
and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED PAST 1 LIFE OF
OCTOBER 31, 1993 YEAR FUND

Japan 35.67% 29.16%

TOPIX Index 46.06% 31.57%

Average Japanese Fund 38.17% n/a

AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
$10,000 OVER LIFE OF FUND
Japan Fund (350) TOPIX Total Return Index
09/15/92 10000.00 10000.00
09/30/92 9940.00 9811.27
10/31/92 9840.00 9332.17
11/30/92 9940.00 9572.82
12/31/92 9960.00 9433.21
01/31/93 10050.00 9384.24
02/28/93 10620.00 9811.42
03/31/93 11840.00 11248.65
04/30/93 13440.00 13164.83
05/31/93 13820.00 13960.79
06/30/93 13000.00 13384.04
07/31/93 13870.00 14324.51
08/31/93 14110.00 14644.62
09/30/93 13730.00 13883.59
10/31/93 13350.00 13630.65

Let's say you invested $10,000 in Fidelity Japan Fund on its start date. By
October 31, 1993, it would have grown to $13,350 - a 33.50% increase on
your initial investment. That compares to $10,000 invested in the TOPIX
index, which would have grown to $13,631 over the same period - a 36.31%
increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
JAPAN
FUND TALK: THE MANAGER'S OVERVIEW

An interview with John Hickling, Portfolio Manager, and Shigeki Makino,
Tokyo-based Analyst, Fidelity Japan Fund
Q. JOHN, HOW HAS THE FUND DONE?
J.H. The fund returned 35.67% for the year ended October 31, 1993 versus a
return of 46.06% for the TOPIX index - which measures the overall
performance of the Japanese market. By another measure, the fund trailed
the average Japan fund return of 38.17% for the year ended October 31,
1993, according to Lipper Analytical Services.
Q. WHAT CAUSED THE FUND TO TRAIL THE INDEX?
J.H. Largely our focus on growth stocks - or companies with rapid earnings
growth - which we felt would do well over the long term. For most of the
year, growth stocks didn't do as well as some other types of stocks, though
many of these companies may have had strong prospects. For example, the
fund owned Sega, which makes video game computers and has taken a lot of
market share from Nintendo. Although the company's earnings grew 15-20%
annually for several years, and the amusement business was doing well, many
investors preferred even higher-earning stocks and avoided companies like
Sega. We held on, however, because we believe over the long term Sega's
future seems bright. In hindsight, the fund probably would have done better
if it had more invested in cyclical stocks, meaning stocks that do well
during periods of economic recovery.
Q. STILL, THE FUND'S RETURN WAS IMPRESSIVE. HOW DO YOU ACCOUNT FOR IT?
J.H. Most of the fund's gains came in the first six months of the period,
when we had the wind at our back in two ways. First, Japanese stocks
enjoyed a terrific rally in the spring, driven in part by the government's
stimulus packages and a sense that the economy had finally hit bottom.
Second, the appreciation of the yen accounted for about half of the fund's
return. Because the market fell off from its peak and the yen started to
depreciate, the fund didn't do as well during the most recent six months.
Q. BUT IT COULDN'T HAVE BEEN JUST THE MARKET AND THE YEN. YOU MUST HAVE
MADE SOME GOOD INVESTMENT CHOICES . . .
J.H. Japanese brokers really helped the fund. Brokerage stocks, like
Nomura, Nikko and Daiwa, were at very depressed levels at the beginning of
1993, but rose when stock market trading volume increased during the spring
rally. Over the last three months, though, trading volume has slowed and
the brokerage stocks may be due for a breather. They've risen very high,
very quickly. So, we've pared back the fund's investment in brokerage
stocks to just 6.7% of investments and reinvested in other industries.
Q. SUCH AS?
S.M. We increased the fund's stake in electronics stocks because their
prices - particularly computer and semiconductor companies - fell when the
yen appreciated. In certain cases this presented good buying opportunities.
Many companies were able to offset that negative currency impact by raising
product prices, so it hasn't hurt their earnings. Murata, a world leader in
manufacturing computer capacitors, is a good example of a company that has
successfully battled the rising yen so far. The stock sells for about 20
times earnings, which makes it inexpensive compared to other industries.
Another area we've favored is banking.
Q. WHY ?
S.M. Declining interest rates have made two types of bank stocks
attractive. First, trust banks, like Sumitomo Trust and Mitsubishi Trust,
benefited from the decline in interest rates and from a regulatory change
that allowed them to pay time depositors less. That meant that the banks
paid less to their depositors while earning the same amount from loans they
issued, and increasing their profits. Second, the fund also invested in
several regional banks, which were priced more attractively than some
larger, money center banks. The fund's regional banks - like Akita Bank -
have above-average loan growth, below-average loan losses and very high
regional market shares. Many also could benefit from increased loan
activity driven by the government's mandate for more regional public works
programs.
Q. WHAT ABOUT OIL AND GAS STOCKS?
S.M. We also increased the fund's stake in energy stocks - from 0.1% six
months ago to 11.3% at the end of October. The Japanese government has
undertaken a number of measures to help make the country's oil and gas
industries stronger and more globally competitive before Japan starts
allowing imports in 1996. First, they've enforced a "no-discounting
policy," and as a result, prices went higher. Second, to encourage
infrastructure improvements, the government now allows the companies to
pass on to wholesalers all indirect costs. The net effect of these changes
was a price hike. Cosmo Oil and Showa Shell are two stocks that have
already benefited from rising energy prices.
Q. JOHN, WHAT WERE THE REASONS FOR CUTTING BACK ON INDUSTRIAL EQUIPMENT AND
AUTOMOBILE STOCKS?
J.H. Japan, unlike the United States, overinvested in industrial equipment
and machinery in the 1980s. Until this excess capacity works itself off,
these sectors may have a tough go of it. Autos and related businesses, on
the other hand, are facing stiff competition from U.S. and European
manufacturers. The United States and Europe are producing better, more
competitively-priced cars than they did during the previous decade. So,
here too, Japanese auto makers could have a tough time during the next
several years.
Q. LATELY, YOU'VE BEEN BUYING SOME KOREAN STOCKS. HOW DO THESE FIT INTO THE
FUND?
J.H. There are several similarities between Japanese and Korean companies -
including the way they're managed and structured. At the end of the period,
Korean stocks made up 7.1% of the fund's investments. We bought them
because they're also cheap relative to Japanese stocks. And few investors
follow them, which also has kept their prices lower than similar Japanese
companies. We own Korea Electric Power, for example, the largest power
company in South Korea. We like it, in part, because the stock prices of
electric companies usually move in the opposite direction of long-term
interest rates. Since it appears that long-term rates will go down,
electric stocks could do well.
Q. JOHN, WHAT SHOULD INVESTORS EXPECT OVER THE NEXT SIX MONTHS?
J.H. It's extremely unlikely that investors will enjoy this kind of return
for the next 12 months. For the past five years, the Japanese stock market
has returned less than 5% per year on average. Stock prices still seem high
right now, even after falling quite a bit in the early part of November
this year. And the economy is showing no real signs of improvement. Looking
out over the next 24 months, though, things look a little better. Prospects
for a recovery, led by depreciation in the yen, are improving. A recovery
could increase company earnings and drive stocks higher. Even so, I don't
see the market heading up too much again until the second half of 1994. And
over the near term, it's likely to be a volatile time for Japanese stocks.

FUND FACTS
GOAL: to increase the value of the fund's shares
by investing mainly in Japanese securities
START DATE: September 15, 1992
SIZE: as of October 31, 1993, over $118 million
MANAGER: John Hickling, since May 1993;
manager, Fidelity Overseas and VIP: Overseas,
since January 1993; Fidelity International
Growth & Income, since January 1987; and
Fidelity Advisor Overseas, since February 1993;
previously managed Fidelity Emerging Markets,
Europe, International Opportunities and Pacific
funds
(checkmark)
SHIGEKI MAKINO ON JAPANESE STIMULUS EFFORTS:
"Initially, the government's `supplemental budgets' that
increased and accelerated public spending positively
influenced the stock market. However, the most recent
package was preceded by so many leaks that it had
already been factored into the market by the time it
was enacted, and so had little effect. Looking ahead, it
appears the Japanese government has played many
of its stimulus cards. They've cut rates, they've
intervened to keep the yen weak, and they've
undertaken some government programs to encourage
growth. So, there are only a couple of measures left.
The plan to cut income taxes has already leaked out,
so it probably won't have much of an impact. However,
if in early 1994 the government announces a corporate
income tax cut, that could have a dramatic impact on
the stock market."
(bullet) Compared to the TOPIX index, at the end of the period
the fund had a smaller stake in auto stocks but a larger
investment in banks.
(bullet) The fund's investment in finance stocks nearly
doubled over the past six months from 12.5% to
23.5%. Finance stocks include brokerage companies
and banks.
(bullet) The leasing company Orix was the fund's largest
investment on October 31, 1993. Orix was cheap
relative to other leasing stocks and was gaining a
larger share of the market than its competitors.
(bullet) The fund's stake in energy stocks - including oil
and gas companies - grew from less than one
percent six months ago, to 11.3% at the end of October
1993.
DISTRIBUTIONS
The Board of Trustees of Japan Fund voted to pay
on December 6, 1993, to shareholders of record at the
opening of business on December 3, 1993, a
distribution of $.39 derived from capital gains realized
from sales of portfolio securities.
JAPAN
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993
Korea (South) 7.1%
Row: 1, Col: 1, Value: 7.1
Row: 1, Col: 2, Value: 2.2
Row: 1, Col: 3, Value: 90.7
Cash 2.2%
Japan 90.7%
AS OF APRIL 30, 1993

Other 0.8%
Row: 1, Col: 1, Value: 0.8
Row: 1, Col: 2, Value: 24.1
Row: 1, Col: 3, Value: 75.09999999999999
Cash 24.1%
Japan 75.1%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 96.8 72.6

Bonds 1.0 2.5

Short-term investments 2.2 24.9

TOP TEN STOCKS
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Orix Corp.
(Leasing and Rental) 5.0 -

Cosmo Oil Company Ltd.
(Oil and Gas) 4.2 -

Showa Shell Sekiyu
(Oil and Gas) 4.0 -

Aoyoma Trading Co. Ord.
(General Merchandise Stores) 3.3 2.0

Daiwa Securities Co. Ltd.
(Securities Industry) 3.2 1.6

Mitsubishi Trust & Banking
(Banks) 3.0 -

Sumitomo Trust & Banking Co.
(Banks) 2.8 -

Murata Manufacturing Co.
(Electrical Equipment) 2.8 -

Matsushita Electric Industrial Co. Ltd.
(Consumer Electronics) 2.6 -

Catena Corp.
(Computers and Office Equipment) 2.5 1.1

TOP TEN INDUSTRIES
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Finance 23.5 12.5

Durables 12.4 10.8

Industrial Machinery and Equipment 11.7 11.0

Energy 11.3 0.1

Technology 10.0 6.8

Retail and Wholesale 8.1 9.9

Services 5.6 0.3

Basic Industries 4.2 5.2

Nondurables 3.0 1.6

Media and Leisure 2.7 3.4

JAPAN
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 96.1%
SHARES VALUE (NOTE 1)
JAPAN - 90.4%
ADO Electronic Industrial Co. 36,000 $ 832,428 00699992
AIDA Engineering Ltd. Ord. 116,000 835,670 00871210
Akita Bank 416,000 3,008,383 00999692
Amadasonoike Co. Ltd. 214,000 1,340,579 02499492
Aoyama Trading Co. Ord. 52,000 3,889,820 03799092
Aplus Co. Ltd. 155,000 876,739 03899A92
Bank of the Ryukyus 8,700 549,010 83499192
Bank of Saga Ord. 64,000 512,943 88299692
Catena Corp. 91,000 3,017,964 14899792
Charle Co. Ltd. 40,000 829,111 15999392
Chubu Steel Plate Co. Ltd. 103,000 564,579 17126499
Chubu Suisan 200,000 1,050,208 17199A22
Chuetsu Pulp & Paper Co. Ltd. 226,000 782,828 17199092
Cosmo Oil Company Ltd. 620,000 4,974,849 22199092
Daewoo Corp. 305,000 305,000
Daido Metal Co. 118,000 563,095 45599792
Daiichi Corp. Ord. 67,000 1,067,803 23599B92
Daikyo, Inc. 245,000 2,618,148 23376610
Daio Paper Corp. 103,000 1,034,270 24299492
Daiwa Securities Co. Ltd. 299,000 3,828,743 23499010
East Japan Railway Ord. (b) 330 1,580,838 27399722
Eighteenth Bank 236,000 2,391,525 26899192
First Credit Corp. 126,000 1,590,235 31999592
Fuji Coca-Cola Bottling Co. Ltd. 20,000 327,959 36499D22
Futaba Corp. 50,000 1,547,674 36399292
Hokkaido Coca-Cola Bottling Co. 3,000 49,194 43499C22
Hokuriku Gas Co. (b) 1,000 5,113 43899592
ICOM, Inc. 128,000 1,509,350 44999A92
IO Data Device, Inc. 16,000 1,302,994 45099A92
Izumi Co. Ord. 20,000 407,186 46399292
Joyfull Co. Ltd. (b) 24,000 424,505 49499F22
Kagoshima Bank Ltd. 216,000 1,631,690 48299592
Kaneshita Construction Co. Ltd. Ord. (b) 30,000 442,192 49099592
Kentucky Fried Chicken Japan 11,000 254,353 49199292
Keyence Corp. 10,000 873,330 49399292
Kinki Coca-Cola Bottling Co. 18,000 323,353 49699392
Kinseki Ord. 134,000 1,654,168 49799092
Kobe Diesel Co. 146,000 490,926 49999692
Marukyo Corp. 30,000 856,748 57899792
Matsushita Electric Industrial Co. Ltd. 230,000 3,114,694 57687910
Mikuni Coca-Cola Bottling Co. 45,000 808,383 60241010
Mitsubishi Oil (warrants) (b) 410 225,500 60799922
Mitsubishi Trust & Banking 260,000 3,544,910 60699410
Murata Manufacturing Co. (b) 95,000 3,334,408 62699110
Nakayama Steel Works Ltd. 198,000 1,258,591 62999310
Nichicon Corp. 162,000 1,850,576 66199793
Nichiei Co. Ltd. 2,000 186,089 68999392
Niigata Chuo Bank 30,000 144,542 67099692
Nikko Securities 245,000 2,685,859 65399010
Nippon Cable Systems 119,000 1,129,158 65799392
Nissan Motor Co. Ltd. Ord. 300,000 2,086,596 65474491
Nisshin Steel Ltd. (b) 330,000 1,170,427 65476310
Ohsho Food Service Corp. 30,000 870,567 68899992
Okinawa Bank 10,200 573,192 67899792
Orix Corp. 157,000 5,944,450 68616710
Osaka Securities Finance Co. Ltd. Ord. 130,000 826,348 68799192
Ralse Co. Ltd. 3,000 34,546 75199622
Royal Co. Ltd. 105,000 1,363,888 77999110
Sagami Co. Ltd. 109,000 845,490 78699492
Sangetsu Company Ltd. 40,000 1,403,961 80019999
Sanyo Coca-Cola Bottling Co. 10,000 148,319 80399999
Sanyo Shinpan Finance Co. Ltd. 1,100 154,030 80499B22
Seika Corp. Ord. 100,000 720,405 81599492

SHARES VALUE (NOTE 1)

Senshukai Co. Ltd. 48,000 $ 1,476,923 81719999
Shikoku Coca-Cola Bottling Co. Ltd. (b) 7,000 135,421 80099B22
Shintokogio Ltd. 84,000 545,555 97199392
Showa Shell Sekiyu 426,000 4,787,840 82510310
Sogo Co. Ltd. 80,000 479,779 83599K22
Sonton Food Industry Co. Ltd. 41,000 604,330 83599692
Sony Corp. 32,000 1,450,392 83569999
Sumitomo Trust & Banking Co. 250,000 3,362,505 86599310
Suzuki Motor Corp. 53,000 458,471 86958592
Taiyo Co. Ltd. (b) 13,000 417,964 93499A22
Tasaki Shinju Co. Ord. 48,000 632,335 87899392
Toho Titanium Co. Ltd. 36,000 238,784 88790999
Tokyo Kikai Seisak 201,000 1,244,331 89599292
Tokyo Kisen Co. Ltd. 12,000 91,092 88999999
Tokyo Securities Co. Ltd. 94,000 638,213 89799C92
Toyota Motor Corporation 120,000 2,078,305 89399999
Uniden 50,000 1,579,917 90499392
Yaesu Musen Co. Ltd. 33,000 501,612 98499F92
Yamaguchi Bank 78,000 1,286,228 98599492
Yorozu Corp. 31,000 482,635 99199792
107,063,064
KOREA (SOUTH) - 5.7%
Bolak Co. Ltd. (b) 2,050 47,447 06599F22
Daeil Chemical Co. Ltd. (b) 3,000 240,609 23699D22
Daewoo Heavy Industries Ltd. 150,000 2,153,598 23999492
Dongbu Construction Co. (b) 40,100 823,887 25799M22
Korea Electric Power Corp. 100,000 2,388,761 50099B92
Orient Watch Industrial Co. (b) 13,910 817,779 68899B22
Sameseong Publishing Co. (b) 10,000 250,015 86399922
Suheung Capsule Co. Ltd. 250 7,055 88499H22
6,729,151
TOTAL COMMON STOCKS
(Cost $111,917,683) 113,792,215
NONCONVERTIBLE PREFERRED STOCKS - 0.7%
KOREA (SOUTH) - 0.7%
Dongbu Construction (Cost $803,492) 40,000 772,325 25799M23
CONVERTIBLE BONDS - 1.0%
PRINCIPAL
AMOUNT (A)
JAPAN - 0.3%
Aoyama Trading 9/30/97 JPY 30,000,000 298,488 037990AB
Laox Co. Ltd. 1.9%, 3/31/03 JPY 10,000,000 94,703 539993AA
Uniden Corp. 1.6%, 3/30/01 JPY 5,000,000 51,497 904993AA
444,688
KOREA (SOUTH) - 0.7%
Sangyong Oil Refining 3 3/4%,
12/31/08 750,000 797,250 78099AAA
TOTAL CONVERTIBLE BONDS
(Cost $1,197,801) 1,241,938
REPURCHASE AGREEMENTS - 2.2%
MATURITY
AMOUNT
Investments in repurchase agreements,
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due 11/1/93 $2,614,645 $ 2,614,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $116,532,976) $ 118,420,478
FORWARD FOREIGN CURRENCY CONTRACTS
SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
1,157,940,000 JPY 11/30/93 $ 10,674,143 $ 385,456
(Receivable amount $11,059,599)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 9.0%
CURRENCY TYPE 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, during
the year ended October 31, 1993, aggregated $321,334,497 and $215,617,535,
respectively.
The face value of futures contracts opened and closed amounted to
$50,083,423 and $66,113,209, respectively
INCOME TAX INFORMATION
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $116,532,976. Net unrealized appreciation aggregated
$1,887,502 of which $7,716,664 related to appreciated investment securities
and $5,829,162 related to depreciated investment securities.
The fund hereby designates $32,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were $575,492
or $0.07 per share. Taxes paid to foreign countries were $59,010 or $0.01
per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Basic Industries 4.2%
Construction and Real Estate 1.7
Durables 12.4
Energy 11.3
Finance 23.5
Health 0.2
Industrial Machinery and Equipment 11.7
Media and Leisure 2.7
Nondurables 3.0
Repurchase Agreements 2.2
Retail and Wholesale 8.1
Services 5.6
Technology 10.0
Transportation 1.4
Utilities 2.0
100.0%
JAPAN
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $2,614,000)
(cost $116,532,976) (Notes $ 118,420,478
1 and 2) - See accompanying schedule

Short foreign currency contracts $ (10,674,143
(Note 2) )
Contracts held, at value

Receivable for contracts held 11,059,599 385,456

Cash 848

Receivable for investments sold 5,963,699

Receivable for fund shares sold 1,074,920

Dividends receivable 267,291

Interest receivable 7,991

TOTAL ASSETS 126,120,683

LIABILITIES

Payable for investments purchased 305,000

Payable for fund shares redeemed 7,369,572

Accrued management fee 89,791

Other payables and accrued expenses 161,187

TOTAL LIABILITIES 7,925,550

NET ASSETS $ 118,195,133

Net Assets consist of:

Paid in capital $ 111,755,611

Accumulated net investment loss (757,225
)

Accumulated undistributed net realized gain (loss) on investments 4,923,789

Net unrealized appreciation (depreciation) on:

Investment securities 1,887,502

Foreign currency contracts 385,456

NET ASSETS, for 8,853,690 shares outstanding $ 118,195,133

NET ASSET VALUE, offering price and redemption price per share ($118,195,133 (divided by) 8,853,690 shares) (Note 3)$13.35

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED OCTOBER 31, 1993

INVESTMENT INCOME $ 422,309
Dividends

Interest 560,721

983,030

Less foreign taxes withheld (Note 1) (59,010
)

TOTAL INCOME 924,020

EXPENSES

Management fee (Note 3) $ 758,951
Basic fee

Performance adjustment (4,307
)

Transfer agent fees (Note 3) 546,438

Accounting fees and expenses 77,908
(Note 3)

Non-interested trustees' compensation 512

Custodian fees and expenses 89,268

Registration fees 180,064

Audit 29,762

Legal 225

Miscellaneous 2,504

TOTAL EXPENSES 1,681,325

NET INVESTMENT INCOME (LOSS) (757,305
)

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

Investment securities 5,922,814

Foreign currency contracts (1,052,186
)

Futures contracts 53,161 4,923,789

Change in net unrealized appreciation (depreciation) on:

Investment securities 1,933,027

Foreign currency contracts 385,456 2,318,483

NET GAIN (LOSS) 7,242,272

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 6,484,967

OTHER INFORMATION $ 76,445
Accounting fees paid to FSC (Note 3)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED SEPTEMBER 15,
OCTOBER 31, 1992
1993 (COMMENCEMEN
T
OF OPERATIONS)
TO
OCTOBER 31,
1992

INCREASE (DECREASE) IN NET ASSETS

Operations $ (757,305 $ 80
Net investment income (loss) )

Net realized gain (loss) on investments 4,923,789 -

Change in net unrealized appreciation (depreciation) on investments 2,318,483 (45,525
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 6,484,967 (45,445
)

Share transactions 473,221,868 3,221,005
Net proceeds from sales of shares

Cost of shares redeemed (364,464,963 (222,299
) )

Net increase (decrease) in net assets resulting from share transactions 108,756,905 2,998,706

TOTAL INCREASE (DECREASE) IN NET ASSETS 115,241,872 2,953,261

NET ASSETS

Beginning of period 2,953,261 -

End of period (including undistributed net investment income (loss) of $(757,225) and $80,
respectively) $ 118,195,133 $ 2,953,261

OTHER INFORMATION
Shares

Sold 36,026,261 322,611

Redeemed (27,472,802 (22,380
) )

Net increase (decrease) 8,553,459 300,231

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED SEPTEMBER 15,
OCTOBER 31, 1992
(COMMENCEMEN
T
OF OPERATIONS)
TO
OCTOBER 31,

1993 1992

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 9.84 $ 10.00

Income from Investment Operations

Net investment income (.09) .00

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

Total from investment operations 3.51 (.16)

Net asset value, end of period $ 13.35 $ 9.84

TOTAL RETURN(diamond) 35.67% (1.60)%#

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 118,195 $ 2,953

Ratio of expenses to average net assets 1.71% 2.00%*

Ratio of expenses to average net assets before expense reductions 1.71% 3.59%*
#

Ratio of net investment income (loss) to average net assets (.77)% .03%*

Portfolio turnover rate 257% -%

* ANNUALIZED
# EXPENSES LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. TOTAL RETURN WOULD HAVE BEEN LOWER HAD THE
LIMITATION NOT BEEN IN EFFECT.
(diamond) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE
NOT ANNUALIZED.

</TABLE>

PACIFIC BASIN
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED PAST 1 PAST 5 LIFE OF
OCTOBER 31, 1993 YEAR YEARS FUND

Pacific Basin 47.06% 34.03% 89.64%

Pacific Basin
(incl. 3% sales charge) 42.65% 30.00% 83.95%

Morgan Stanley Pacific 48.75% -1.81% 71.54%
Index

Average Pacific Region Fund 44.26% 65.66% 121.22%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
started on October 1, 1986. You can compare the fund's figures to the
performance of the Morgan Stanley Pacific index, a broad measure of the
performance of stocks in the Pacific region, weighted by each country's
market capitalization (total value of its outstanding shares). You can also
compare the fund's performance to the average Pacific region fund which
reflects the performance of 33 funds with similar objectives tracked by
Lipper Analytical Services. These benchmarks include reinvested dividends
and capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED PAST 1 PAST 5 LIFE OF
OCTOBER 31, 1993 YEAR YEARS FUND

Pacific Basin 47.06% 6.03% 9.45%

Pacific Basin
(incl. 3% sales charge) 42.65% 5.39% 8.98%

Morgan Stanley Pacific 48.75% -0.36% 7.90%
Index

Average Pacific Region Fund 44.26% 10.37% 11.75%

AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
$10,000 OVER LIFE OF FUND
Pacific Basin (302) MS Pacific Index
10/01/86 9700.00 10000.00
10/31/86 9603.00 8862.00
11/30/86 10146.20 9399.07
12/31/86 10611.80 10088.05
01/31/87 12300.82 11598.87
02/28/87 12689.17 11904.22
03/31/87 13951.29 13131.82
04/30/87 15349.33 15062.31
05/31/87 15397.87 15062.31
06/30/87 14329.92 14116.01
07/31/87 14407.59 13782.70
08/31/87 15203.70 15420.34
09/30/87 14999.82 14974.05
10/31/87 12058.11 13345.52
11/30/87 12339.66 13875.39
12/31/87 13264.01 14088.57
01/31/88 13264.01 14793.36
02/29/88 13813.41 15831.10
03/31/88 14578.64 17064.31
04/30/88 15118.23 17280.12
05/31/88 14578.64 16620.65
06/30/88 13744.73 16055.73
07/31/88 13479.85 16785.08
08/31/88 13430.79 15542.64
09/30/88 13627.01 16142.75
10/31/88 13725.11 17469.62
11/30/88 14608.07 18911.35
12/31/88 14649.47 19018.54
01/31/89 14926.24 19193.41
02/28/89 15252.45 19438.67
03/31/89 14896.59 18821.29
04/30/89 15282.10 18832.42
05/31/89 14689.01 17780.12
06/30/89 14006.95 16987.42
07/31/89 15677.50 19192.02
08/31/89 14837.28 18004.64
09/30/89 16063.01 19105.05
10/31/89 15598.42 18593.72
11/30/89 16102.55 19478.89
12/31/89 16325.64 19500.06
01/31/90 15770.14 18396.74
02/28/90 14782.58 16611.35
03/31/90 13867.02 13619.98
04/30/90 13712.72 13711.64
05/31/90 15039.75 15616.28
06/30/90 15266.07 14987.13
07/31/90 15780.43 14873.33
08/31/90 13681.86 13454.50
09/30/90 11449.55 11345.09
10/31/90 13260.08 13796.09
11/30/90 12046.21 12266.22
12/31/90 11882.89 12788.36
01/31/91 12112.21 13186.92
02/28/91 13206.69 14812.56
03/31/91 13039.91 14005.66
04/30/91 13602.78 14365.60
05/31/91 13508.97 14309.99
06/30/91 13279.65 13374.87
07/31/91 13446.43 13825.95
08/31/91 12539.58 13124.61
09/30/91 13321.35 14157.05
10/31/91 13707.02 14759.53
11/30/91 13060.76 13809.99
12/31/91 13373.47 14233.78
01/31/92 13029.49 13682.29
02/29/92 12904.40 12724.00
03/31/92 12091.36 11513.90
04/30/92 11966.28 10986.10
05/31/92 12925.25 11842.95
06/30/92 12654.24 10911.67
07/31/92 12091.36 10759.99
08/31/92 12445.77 12234.05
09/30/92 12362.38 11953.73
10/31/92 12508.31 11531.67
11/30/92 12456.19 11749.15
12/31/92 12354.65 11614.67
01/31/93 12480.93 11593.05
02/28/93 13207.06 12155.13
03/31/93 14101.56 13623.52
04/30/93 15532.76 15794.04
05/31/93 16290.46 16253.52
06/30/93 15448.57 15987.05
07/31/93 16269.41 16932.23
08/31/93 17016.58 17433.05
09/30/93 17058.67 16781.05
10/31/93 18395.17 17153.59

Let's say you invested $10,000 in Fidelity Pacific Basin Fund on its start
date and paid the 3% sales charge. By October 31, 1993, it would have grown
to $18,395 - a 83.95% increase on your initial investment. That compares to
$10,000 invested in the Morgan Stanley Pacific index, which would have
grown to $17,154 over the same period - a 71.54% increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
PACIFIC BASIN
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Simon Fraser,
Portfolio Manager of Fidelity Pacific Basin Fund
Q. SIMON, YOU TOOK OVER MANAGING THE FUND LAST MAY. HOW HAS IT PERFORMED?
A. The fund had a good year. For the 12 months ended October 31, 1993, its
total return was 47.06%, compared with 48.75% for the Morgan Stanley
Pacific index. The average Pacific region fund was up 44.26% over the same
period, according to Lipper Analytical Services.
Q. WHAT WAS BEHIND THESE RESULTS?
A. You can't tell from these numbers, but the fund really picked up in the
second half of the period. That's because at the end of October it had only
about 35% of its investments in Japan, compared to the 80% weighting the
index holds. I had anticipated some weakness in the Japanese market and had
lightened up from six months earlier when the fund had about 43% of its
investments in Japan. So in the last six months, when the Japanese market
did weaken and other markets were doing better, the fund prospered. By
contrast, in the first half of the year, the Japanese market trounced all
other Asian markets, making it hard for the fund to keep up with the index.
Q. WHERE DID YOU FIND BETTER OPPORTUNITIES?
A. Malaysia, for one. Its economy has grown 8% per year in the last few
years, plus inflation has been relatively low. During the last six months
of the period, I increased the fund's stake in Malaysia to about 14%
compared with 3% in the index. I especially liked gaming stocks (gambling
is very popular there) as well as hardwood products manufacturers (since
Malaysia is one of the biggest producers of hardwoods, especially for
Japan). But Malaysian stocks have done quite well, making them expensive.
So at this point I don't have plans to add any more. In fact, I may be
taking profits. Hong Kong was a close second. It's very much intertwined
with China. So, when Chinese authorities decided to put the brakes on the
economy this year, the Hong Kong market underperformed. But companies
trading in Hong Kong continued to grow and the market rose 36% from April
30 through the end of October. There has also been extraordinary movement
in that market as investors discovered that cheap stocks weren't as risky
as they thought. My feeling is, we still have further to go in Hong Kong.
So, I have 15% of the fund invested there, compared with 6% of the index.
Q. WHAT KIND OF STOCKS DID YOU BUY IN HONG KONG?
A. If there's one theme I found it was that the larger companies weren't
extremely cheap any longer, but there still seemed to be good small and
medium size companies that were, such as Lai Sun Development, a property
company. So that's largely where I've focused. I also bought stock in
hotels, stock brokers and some companies that are selling cars and paging
systems in China. At the end of October, my largest holding there was
Hutchison Whampoa, a conglomerate which is in many businesses - containers,
shipping, cellular communications.
Q. HAVE YOU BOUGHT ANY STOCKS RECENTLY IN JAPAN?
A. Yes, despite the recent decline in the Nikkei index, I'm optimistic
that, long term, we'll see a cyclical recovery in Japan. Interest rates are
down, and the liquidity that's been driving the other Asian markets will
eventually hit Japan. It just hasn't found a trigger yet. In September and
October, I added to the fund's investments in some of the depressed
exporters - consumer electronics companies like Sony and Toshiba - which
have really been hammered by the yen. My view is that the yen is close to
its peak and the worst is over for those companies. Long term, I'm also
interested in specialty retailers, such as Aoyama Trading, that cater to
the changing demands of the consumer market. Of course, in the short term,
the Japanese market may be in for a bumpy ride.
Q. WHAT ARE THE ADVANTAGES AND RISKS OF INVESTING IN PACIFIC BASIN MARKETS?
A. Except in Japan, where companies tend to be more mature, there are very
attractive cost structures across Asia. Corporate earnings have been
growing 20% to 30% a year, even though western demand hasn't grown that
fast. Asian companies are taking market share because they can sell more
cheaply and their product quality has improved dramatically. I think those
trends will continue. Moreover, there is a huge latent demand for consumer
goods within the region. But there are definitely some risks. If U.S.
interest rates rise, most of Southeast Asia will follow. Low interest
rates, along with fast earnings growth, are the primary factors luring
people into these markets. If one of those factors disappears, investors
may become less enthralled. And the Hong Kong market could be hurt if China
decides to reapply tough austerity measures. It's difficult to gauge when,
but at some stage the party is going to come to an end in Southeast Asia.
However, in northern Asia - such as Korea and Taiwan - the party hasn't
even started.
Q. DO YOU HAVE AN ALLOCATION TARGET FOR MARKETS OR INDUSTRIES?
A. Not really. I worry more about stock picks than asset allocation. But it
is fair to say that I've found more interesting stocks in Hong Kong and
Malaysia. I've also invested more heavily where economic growth has been
quite strong, such as in Thailand, which now represents 7% of the fund and
Indonesia, which is up to 5.4%. The index doesn't include either of those
countries.
Q. THE FUND'S TOP-10 HOLDINGS HAVE NEARLY ALL CHANGED SINCE YOU TOOK OVER
IN MAY. IS THAT A REFLECTION OF DIFFERENT INVESTMENT STYLES?
A. To some extent, yes. My style has been slightly more aggressive. But I
still hold half of the stocks that were among the top 10 when I began to
manage the fund. I just don't have as much of them percentage-wise. The
change hasn't been radical. Without selling any of those stocks, they would
represent a smaller proportion of the fund because the fund's assets have
grown so fast - about $200 million in the last six months. Kim Eng
Holdings, a Singapore stock broker, Nomura and Toshiba are the three
largest holdings now. If there's a recurring theme, it's that I've bought
stock brokerages in all these countries because they benefit from lower
interest rates and greater market activity. Consumer finance companies and
banks tend to charge customers fixed interest rates, but their financing
costs have come down.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. We're still experiencing good growth in Southeast Asia, but I've become
a little more cautious in some markets, particularly Malaysia and
Singapore. In Hong Kong, I'm less concerned, because valuations -
yardsticks such as price-to-earnings ratios and dividend yields - are not
as stretched. In Japan, it's hard to know when the recovery will emerge,
but I hope to see positive signs sometime next year. In the next six
months, I envision moving more money to northern Asia: Taiwan and Korea
because those economies are due for improvement. Overall, I'm optimistic,
but, realistically, it would be difficult to match the returns of the last
12 months.

FUND FACTS
GOAL: to increase the value of the fund's
shares by investing mainly in stocks in the
Pacific Basin region
START DATE: October 1, 1986
SIZE: as of October 31, 1993, over $493
million
MANAGER: Simon Fraser, since May 1993;
also manages various funds for non-U.S.
investors
(checkmark)
SIMON FRASER'S APPROACH TO INVESTING:
"First, I try to understand the business companies are
in and study the fundamentals - earnings potential,
management, prospects. That requires visits,
screening, analysis. I lived in Japan for five years, so I
know the region well. And I travel there three or four
times a year, for up to three weeks at a time. In
addition, Fidelity has a large number of analysts in
Tokyo and Hong Kong and we're in daily
communication. Also, three or four representatives of
Asian companies come through our offices every
week.
"The second part is deciding whether those
fundamentals have already been recognized by the
market. A mistake a lot of investors make in Japan is to
assume that, if it's a good company, it must be a good
stock. Terrible-looking companies are often quite good
stocks because they are turning around from a low
base. I try to determine if those fundamentals have
already been figured into the price. It's a little harder in
Asia, where the markets are much less efficient than in
the U.S. and U.K. They are driven more by individuals
rather than institutional investors or mutual funds.
There are more pricing anomalies and they're less
predictable.
"Both in Japan and in smaller markets, I'm looking for
long-term growth potential, companies that haven't
been discovered. I'm constantly searching for the next
Apple Computer. Smaller companies don't yet
represent a high percentage of the fund, but they're
growing. I feel there's more growth potential with
smaller companies than well- recognized, established
players. "
(bullet) Japan has not yet shown signs of economic
recovery, but the fund has begun to buy shares in
some large consumer electronics firms, in the
expectation that the yen has peaked and export sales
will begin to pick up.
(bullet) The fund has steadily increased its exposure in
Malaysia to about 14%, compared with less than 4% a
year ago, with lumber and gaming stocks leading the
purchases.
(bullet) The fund has taken advantage of declining interest
rates in several countries with aggressive purchases
in the financial sector, including brokers, banks and
consumer finance companies.
DISTRIBUTIONS
The Board of Trustees of Pacific Basin Fund voted to
pay on December 6, 1993, to shareholders of record at
the opening of business on December 3, 1993, a
distribution of $.27 derived from capital gains realized
from sales of portfolio securities and a dividend of $.13
from net investment income.
PACIFIC BASIN
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993
Singapore 9.4%
Thailand 7.0%
Row: 1, Col: 1, Value: 9.4
Row: 1, Col: 2, Value: 5.4
Row: 1, Col: 3, Value: 5.4
Row: 1, Col: 4, Value: 35.6
Row: 1, Col: 5, Value: 1.1
Row: 1, Col: 6, Value: 2.4
Row: 1, Col: 7, Value: 14.3
Row: 1, Col: 8, Value: 4.6
Row: 1, Col: 9, Value: 14.8
Row: 1, Col: 10, Value: 7.0
Indonesia 5.4%
Hong Kong 14.8%
Australia 5.4%
Other 4.6%
Malaysia 14.3%
Japan 35.6%
Korea (South) 2.4%
Cash 1.1%
AS OF APRIL 30, 1993

Singapore 7.2%
Thailand 5.0%
Row: 1, Col: 1, Value: 7.2
Row: 1, Col: 2, Value: 3.1
Row: 1, Col: 3, Value: 5.4
Row: 1, Col: 4, Value: 43.2
Row: 1, Col: 5, Value: 8.9
Row: 1, Col: 6, Value: 10.8
Row: 1, Col: 7, Value: 2.5
Row: 1, Col: 8, Value: 13.9
Row: 1, Col: 9, Value: 5.0
Indonesia 3.1%
Australia 5.4%
Hong Kong 13.9%
Other 2.5%
Malaysia 10.8%
Japan 43.2%
Cash 8.9%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 96.0 89.2

Bonds 2.9 1.8

Short-term investments 1.1 9.0

TOP TEN STOCKS
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Kim Eng Holdings Ltd.
(Singapore, Securities Industry) 1.6 0.9

Nomura Securities Co. Ltd.
(Japan, Securities Industry) 1.5 0.9

Toshiba Corp.
(Japan, Electronics) 1.4 0.3

Sony Corp.
(Japan, Consumer Electronics) 1.4 0.8

Overseas Chinese Banking Corp.
(Singapore, Banks) 1.3 0.8

Hutchinson Whampoa Ltd. Ord.
(Hong Kong, Electrical Equipment) 1.1 0.8

Sumitomo Metal Industries Ltd.
(Japan, Iron and Steel) 1.0 0.9

Swire Pacific Class A
(Hong Kong, Air Transportation) 1.0 1.0

Japan Associated Finance Co.
(Japan, Credit and Other Finance) 0.9 1.0

Suzuki Motor Corp.
(Japan, Autos, Tires, and Accessories) 0.9 1.6

TOP TEN INDUSTRIES
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Finance 24.4 19.3

Construction and Real Estate 14.0 11.7

Durables 9.6 11.7

Basic Industries 8.8 4.6

Technology 6.5 5.8

Industrial Machinery and Equipment 5.8 6.8

Media and Leisure 4.8 5.8

Nondurables 4.4 3.9

Transportation 4.3 3.0

Retail and Wholesale 4.2 6.1

PACIFIC BASIN
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 95.5%
SHARES VALUE (NOTE 1)
AUSTRALIA - 5.0%
Amcor Ltd. 124,659 $ 828,029 02341R10
Ampolex Ltd. Ord. 400,000 1,726,920 03212792
Broken Hill Proprietary Co. Ltd. (The) 321,000 3,789,710 05599810
Burns Philp & Co. 200,000 572,976 12239310
CRA Ltd. Ord. 41,000 445,801 12627210
CSR Ltd. 150,000 487,695 12639610
Coca-Cola Amatil Ltd. (b) 100,000 686,238 19108593
Comalco Ltd. 252,000 621,213 19983099
Commonwealth Bank of Australia 100,000 672,913 20299492
Country Road Ltd. 750,000 569,647 22299392
Fosters Brewing Group Ltd. 500,000 476,370 35025810
Gold Mines Kalgoorlie 479,390 357,720 38065310
National Foods Limited 7,804 9,723 63699292
Nine Network Australia Ltd. 100,000 357,110 68999792
Pacific BBA Ltd. (c) 1,080,000 2,050,715 69399292
Parbury Ltd. (b) 100,000 25,984 69999392
Plutonic Resources Ltd. 585,000 2,884,196 72999192
QNI Ltd. 1,284,000 744,258 74799B92
Rothmans Holdings Ltd. Ord. 344,500 1,744,376 77869910
TNT Ltd. (b) 1,500,000 1,748,910 93599292
WD & HO Wills Holdings Ltd. 155,700 378,633 94299892
Western Mining Corp. Holdings Ltd. 317,634 1,182,977 95869410
Woodside Petroleum Ltd. 500,000 1,549,030 98022810
Woolworths Ltd. 300,000 653,592 98088892
24,564,736
CHINA - 0.3%
Shanghai Petrochemical Class H (b) 5,000,000 1,649,950 81942494
GRAND CAYMAN - 0.1%
Pico Far East Holdings Ltd. 750,000 147,525 71999522
Sanzo Fin #5 (warrants) (b) 250 168,750 80599B22
316,275
HONG KONG - 14.6%
ASM Pacific Technology Ltd. 500,000 279,845 04599992
Allan International Holdings 100,000 17,082
Amoy Properties Ltd. 1,140,000 1,475,251 03199192
Association International Hotels (b) 124,000 89,860 04599492
CDL Hotels International Ltd. 5,530,937 2,469,342 14999792
Cafe De Coral Holdings Ltd. 1,392,500 1,009,117 12799092
Chen Hsong Holdings Ltd. 2,000,000 1,138,800 16599292
Chinney Investments Ltd. (b) 6,784,000 1,413,472 16999B22
Chow Sang Sang Holdings Ltd. (b) 2,000,000 931,740 17399K92
Companion Building Material Ltd. (b) 1,000,000 397,930 20399922
Crocodile Garments 3,000,000 516,330 22699192
Culturecom Holdings Ltd. 7,162,000 1,807,331 23099322
Culturecom Holdings Ltd. (warrants) (b) 1,790,000 233,953 23099323
Dickson Concept 1,779,000 1,438,855 25399210
Evergo International Holdings Co.
Ltd. (b) 1,000,000 711,740 30099822
Fairwood Holdings Ltd. (b)(c) 224,000 107,253 30699392
First Pacific Co. Ltd. 1,530,991 629,038 33699192
Fortei Holdings Ltd. 1,500,000 388,230 34999D22
Grand Hotel Holdings Ltd. Class A 1,000,000 417,340 38599292
Grande Holdings Ltd. 1,670,000 1,221,037 38699622
Great Eagle Holdings Ltd. 4,000,000 2,575,200 39099394
Great Wall Electronic International
Ltd. (b) 750,000 138,787 39199922
Great Wall Electric (warrants) (b) 75,000 2,669 39199923
Guangdong Investments Ltd. Ord. 2,300,000 1,279,835 40199492
Guangzhou Investment Co. Ltd. 6,500,000 2,250,105 40099G22
HKR International Ltd. 4,999,600 3,396,678 43999192
Hang Lung Development Corp. 930,000 1,793,207 41099310
Hanny Magnetics Holding Ltd. (b) 1,000,000 287,930 41099592
Herald Holdings 1,000,000 252,350 42699892
Hong Kong Telecommunications Ltd. 1,328,000 2,869,954 43857991

SHARES VALUE (NOTE 1)

Hutchison Whampoa Ltd. Ord. 1,471,000 $ 5,539,448 44841510
Hysan Development Co. Ltd. 600,000 1,739,244 44916510
International TaK Cheung Holdings 1,845,779 865,855 46399892
Jardine International Motor Corp. 918,000 1,271,127 47499292
Kumagai Gumi 500,000 685,860 50099210
Kwah International Holdings Ord. (b) 5,296,000 1,970,377 49099292
Lai Sun Development Co. Ltd. (b) 1,000,000 213,520 50699992
Lai Sun Garment International Ltd 1,250,000 2,798,450 50699093
Lam Soon (Hong Kong) Ltd. 265,000 176,609 51299092
Lam Soon Food Industries Ltd. 1,624,000 483,367 51299592
Lamex Holdings Ltd. 2,690,000 1,061,716 51399292
Leefung Asco Printers Holdings Ltd. 2,387,000 441,714 52499692
M.C. Packaging (b) 1,213,333 635,908 62399092
National Mutual Asia Ltd. (b) 3,038,000 2,181,922 63699592
Peregrine Investments Holdings 700,000 1,349,726 71399492
Prod-Art Technology Ltd. 3,720,000 1,588,626 74499C92
S Megga International 2,326,000 940,634 99999C92
S Megga International (warrants) (b) 1,250,000 300,875 99999C93
Shougang Concord International
Enterprises Co. (b) 2,000,000 1,319,960 99099L22
Sime Darby Hong Kong Ltd. 664,000 996,750 82899392
Star Paging International Holdings Ltd. 1,951,000 845,798 85599692
Sun Hung Kai Properties Ltd. 500,000 3,429,310 86676H10
Swire Pacific Class A 700,000 4,665,157 87079410
Tai Cheung Holdings Ltd. 1,052,700 1,607,483 93499892
Wing On Co. International Ltd. 1,000,000 1,384,670 97499092
Wo Kee Hong Holdings (b) 696,000 409,812 95499492
Yaohan International Caterers Ltd. 42,000 16,849 99099692
Yips Hang Cheung Holdings Ltd. 5,024,000 1,511,571 99599592
71,972,599
INDIA - 0.5%
Himalayan Fund NV, IS (b) 60,000 727,800 43299792
ITC Ltd.:
GDS (c) 21,000 367,500 45031810
(warrants) (b)(c) 7,000 36,750 45031811
Southern Petrochemical Industries
GDS (b) 130,000 1,430,000 84361310
2,562,050
INDONESIA - 5.4%
Andayani Megah PT (b) 200,000 506,768 03399722
Argha Karya Prima PT (b) 100,000 297,399 01099992
Astra International PT 268,000 2,359,209 04699894
Bank International Indonesia Ord. (b) 1,000,000 3,330,870 06199B92
Bank Tiara Asia PT (b) 290,000 331,696 06599J22
Barito Pacific Timber (b) 240,000 1,307,606 06799F23
Dharmala International Land 120,000 216,983 25399592
Duta Anggada Realty Ord. 332,500 1,012,586 26699192
Gadjah Tunniggal Ord. 121,000 259,095 36599292
Indah Kiat Pulp & Paper 500,000 469,890 45499B23
Indonesia Development Fund Ltd. (b) 70,000 700,000 71499722
Jembo Cable Co. PT (b)(c) 50,000 165,354 81699B92
Kabelmetal Indonesia PT (b) 280,000 932,644 84599B92
Kalbe Farma 240,000 1,644,499 48699992
Mayora Indah PT (c) 312,000 1,261,925 83099A92
Modern Photo Film PT 177,000 1,490,756 61299792
Modernland Realty PT (b) 247,000 1,069,542 60999A92
Pakuwon Jati Ord. 620,250 1,062,501 69599392
Panin Bank 1,400,000 2,198,378 69899823
Private Development Finance Co., Inc.
PT (b) 600,000 749,448 69399092
PT Inco 93,000 199,139 78999992
Sampoerna, Hanjaya Mandala 643,000 2,371,223 82299892
Semen Cibinong PT (b) 180,000 762,295 81799693
Sinar Mas Agro Res & Tech PT (c) 350,000 911,827 73599592
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDONESIA - CONTINUED
Sucaco (b) 61,300 $ 373,362 89399292
Tigaraksa Satria PT (b) 100,000 387,809 95099892
Unilever Indonesia 12,802 201,026 94399592
26,573,830
JAPAN - 35.3%
Acom Co. Ltd. (b) 10,000 889,912 00499M22
Ajinomoto 175,000 2,224,782 00999030
Amada Ltd. (b) 186,000 1,662,090 02263110
Aoyama Trading Company Ord. 30,000 2,244,127 03799092
Aplus Co. Ltd. 50,000 282,819 03899A92
Aucnet, Inc. (b) 25,000 1,266,697 05099592
Beltecno Corp. (b) 3,000 110,548 08099322
Best Denki Co. Ord. 76,000 1,162,229 08653093
C Itoh Fuel #3 (warrants) (b) 360 369,000 73299194
Catena Corp. 94,000 3,117,457 14899792
Cecile Co. 11,100 414,141 13799592
Charle Co. Ltd. 26,000 538,922 15999392
Chiyoda Corporation 120,000 1,558,729 17098910
Chiyoda Fire & Marine Insurance Ltd. 300,000 1,904,193 17099010
Chuetsu Pulp & Paper Co. Ltd. 8,000 27,711 17199092
Chujitsuya Co. 40,000 589,590 17199692
Chuo Trust & Banking 85,000 1,393,827 17499492
DDI Corp. Ord. 6 349,885 23399J22
DIA Kensetsu Co. Ltd. 89,000 1,041,272 25299492
Daiei Finance, Inc. 225,000 2,818,978 23375099
Daiki Co. Ltd. (b) 20,000 661,446 23999D22
Dainippon Screen Manufacturing Co. 74,000 422,662 23699492
East Japan Railway Ord. (b) 180 862,275 27399722
Enix Corp. (b) 34,000 1,346,845 29399A22
Fuji Coca-Cola Bottling Co. Ltd. 25,000 409,949 36499D22
Fuji Electric Co. Ltd. (b) 400,000 1,927,224 36599492
Fuji Oil Co. (warrants) (b) 200 107,500 35999392
Fujisah Co. Ltd. 14,700 369,701 36099C22
Fujitsu Kiden 5,000 82,911 39599092
Funai Consulting Co. Ltd. 32,000 515,891 36499492
Fuso Pharmaceutical Industries Ltd. 97,000 880,194 36113299
Getz Bros Co. Ltd. 10,000 672,501 37499392
Heiwa Corp. 50,000 1,432,519 42399792
Hitachi Ltd. 350,000 2,776,140 43357810
Hitachi Ltd. ADR 26,800 2,123,900 43357850
Hitachi Transport System Co. 150,000 1,575,310 43699992
Hokko Chemical Industries 69,000 444,956 43599592
Hokuriku Seiyaku Ord. (b) 30,000 594,196 50699392
Hokushin Co. Ltd. 30,000 619,069 43799392
Ichiken Co. (b) 28,000 309,535 73299092
Impact 21 Co. Ltd. 37,000 565,822 45299C22
Inui Tatemono Co. Ltd. (b) 27,000 298,480 46299892
Japan Associated Finance Co. 42,000 4,604,330 47099692
Japan Metals & Chemicals Co. (b) 231,000 1,174,684 47299192
Kagoshima Bank Ltd. 150,000 1,133,118 48299592
Kahma Co. Ltd. (b) 18,000 797,605 48499B22
Kawasaki Heavy Industries
(warrants) (b) 1,000 250,000 48639992
Kawasaki Heavy Industries Ltd. 500,000 1,819,440 48639991
Kawasaki Kisen Kaisha Ltd. (b) 950,000 2,914,324 48639892
Kawasaki Steel #1 (warrants) (b) 400 20,000 48636893
Koa Fire & Marine Insurance Co. Ltd 150,000 981,115 49999010
Konica Corp. 510,000 3,378,077 50046M10
Kumagai Gumi Co. Ltd. 100,000 427,453 50125110
Kuraray Co. #7 (warrants) (b) 2,000 156,915 50199493
Kyocera Corporation 50,000 2,832,796 50155610
Mabuchi Motor Co. Ltd. 14,100 887,177 55409799
Marukyo Corp. 22,000 628,282 57899792
Matshushita-Kotobuk (b) 50,000 1,045,601 57699392

SHARES VALUE (NOTE 1)

Matsushita Electric Industrial Co. Ltd. 250,000 $ 3,385,537 57687910
Matsushita Electric Works
(warrants) (b) 400 501,600 57688192
Matsuzakaya Co. Ltd. 75,000 891,295 57699492
Miroku Jyoho Service Co. Ltd. 14,000 464,302 60499D92
Mitsubishi Heavy Industry 500,000 3,109,165 60699310
Mitsubishi Oil #5 (warrants) (b) 200 197,500 60799923
Mitsui and Co. Ltd. 200,000 1,464,762 60699999
Mitsui Petrochemical Industries, Inc. 410,000 2,477,753 60691110
Miyosha Oil & Fat Co. Ltd. Ord. 120,000 652,234 59999192
Mochida Pharmaceutical Co. Ltd. 50,000 1,174,574 60899110
NEC Corp. 70,000 613,266 62999410
NGK Spark Plug Co. (warrants) (b) 300 435,000 64499922
Nakayama Steel Works Ltd. 128,000 813,635 62999310
Namura Shipbuilding 245,000 2,460,158 62999892
Navix Line Ltd. 750,000 1,810,222 63899592
Nichii Co. (warrants) (b) 2,000 187,762 65299195
Nippon Crane Works Ltd. (b) 100,000 247,812 68299492
Nippon Sanso KK 200,000 924,920 66199692
Nippon Shinpan Ltd. 85,000 798,710 65461710
Nippon Shokubai Kagaku Kagyo 273,000 1,926,468 65499710
Nippon Telegraph & Telephone Ord. 400 3,062,183 65462492
Nissan Chemical Industries Co. 155,000 886,735 65699692
Nissan Fire & Marine Insurance (b) 333,000 2,503,251 66699492
Nissei Build Kogyo Co. Ltd. 60,000 724,090 67299792
Nissha Printing Co. Ltd. 80,000 1,731,921 66999492
Nitto Denko Corp. 75,000 981,115 65480230
Nomura Securities Co. Ltd. 400,000 7,333,028 65536130
Oliver Corp. (warrants) (b) 2,000 230,679 68099193
Orient Finance Co. Ltd. 350,000 2,595,579 68616610
Parco Co. Ltd. (warrants) (b) 1,000 109,737 69999293
Pioneer Electronic Corp. 50,000 1,275,910 72365710
Promise Co. Ltd. (b) 25,000 1,966,836 74499E22
Sampei Construction Co. Ltd. (b) 3 36,205 79599G22
San-In Godo Bank 87,000 777,429 79999492
Sanwa Shutter #4 (warrants) (b) 1,500 693,750 80302493
Sanyo Coca-Cola Bottling Co. 56,000 830,585 80399999
Seikagaku Corp. 12,000 961,769 81599892
Seiren Co. Ltd. 175,000 1,233,302 81699692
Sekisui House (warrants) (b) 500 550,000 81607897
Senko Co. Ltd. (warrants) (b) 450 354,375 81799293
Shikoku Coca-Cola Bottling Co. Ltd. (b) 20,000 386,918 80099B22
Shinko Shoji 84,000 754,491 90699492
Sho Bond Corp. Ord. 69,000 1,894,243 82699692
Sieno Transport (warrants) (b) 500 425,000 81605293
Sony Corp. 150,000 6,798,711 83569999
Sumitomo Bank 100,000 2,229,387 86560110
Sumitomo Metal Industries Ltd. 1,650,000 4,772,922 86599999
Sumitomo Rubber Industries 286,000 2,305,389 86699892
Sumitomo Sitix Corporation 100,000 1,087,057 68799692
Super Daiei Co. Ltd. (b) 12,000 131,552 98499H22
Suzuki Motor Corp. (b) 500,000 4,325,195 86958592
TDK Corp. 10,000 350,990 87235110
Tada Corp. 80,000 475,357 87499592
Taisho Pharmaceutical 150,000 3,136,803 87399010
Tanseisha Co. Ltd. 30,000 339,935 87599292
Tasaki Shinju Co. Ord. 50,000 658,682 87899392
Techno Ryowa Ltd. (b) 8,000 198,250 95999892
Teijin Seiki Co. (b) 100,000 608,015 87999392
Tohoku Telecom Construction (b) 20,000 243,206 89099792
Tokyo Kososushi Co. Ltd. 25,000 760,018 91599C22
Tokyo Securities Co. Ltd. 248,000 1,683,796 89799C92
Tomoku Co. Ltd. 100,000 765,546 90099892
Toshiba Chemical 16,000 176,877 90199792
Toshiba Corp. 1,100,000 7,073,242 89149310
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
JAPAN - CONTINUED
Toyobo Co. 1,000,000 $ 3,519,120 90899392
Toyota Motor Corporation 100,000 1,731,921 89399999
UBE Industries Ltd. 250,000 861,355 90261099
Valor Co. Ltd. (b) 5,000 124,367 92099B22
Victor Co. (b) 100,000 792,262 92584310
Yamaichi Securities 300,000 2,128,053 98499210
Yamato Transport #2 (warrants) (b) 200 507,500 99399893
Yaohan Japan Corp. (warrants) (b) 200 205,000 98899894
Yokogawa Electric 237,000 1,949,709 98605299
Yorozu Corp. 10,000 155,689 99199792
Yoshinoya D&C Co. Ltd. Ord. 30 525,104 98999192
173,473,668
KOREA (SOUTH) - 2.1%
Cheil Investment Finance (b) 30,000 523,547 16399B22
Coryo Securities 100,000 2,066,959 22199822
Daewoo Electronics Co. Ltd. 40,000 722,817 23899C22
Daeyu Securities Co. Ltd. (b) 46,820 1,048,879 23399G22
Hanshin Securities Co. Ltd. 22,000 481,960 41899722
Miwon Co. Ltd. 20,000 393,589 61299693
Nong Shim Co. (b) 20,000 789,653 65599C22
Sam Yang (warrants) (b) 300 491,250 83999B23
Ssangyong Cement Co. (b) 16,000 449,533 76899392
Ssangyong Investment & Securities 40,000 1,005,012 77699522
Tong Yang Investment & Finance (b) 45,000 1,058,233 93899D22
Tong Yang Securities Co. Ltd. (b) 20,000 450,523 93999B22
Yukong Ltd. 25,000 736,431 98899K22
10,218,386
MALAYSIA - 14.2%
Affin Holdings BHD 1,029,000 1,690,843 00899492
Arab Malaysian Corp. 250,000 831,377 00499F92
Arab Malaysian Finance (b) 70,000 272,496 00699A93
Berjaya Simger BHD 100,000 258,216 08499A92
Berjaya Sports Toto BHD (b) 100,000 215,180 08499E22
Bolton Properties BHD 668,000 987,885 09799592
CHG Industries BHD 200,000 680,752 16699892
Commerce Asset Holding BHD 200,000 622,066 20099492
Commerce Asset (warrants) (b) 66,666 43,036 20099493
Development & Commercial Bank 1,454,000 2,525,729 25199692
Dunlop Estates BHD 410,000 1,307,318 26599392
Ekran Berhad Ord. (b) 532,000 3,226,133 28299792
Genting BHD 375,000 3,887,910 37245210
Golden Pharos BHD (b) 300,000 692,487 38299D22
Golden Plus Holdings BHD (b) 100,000 359,937 38399492
Hume Industries Malay BHD 180,000 661,972 44599692
IJM Corp. BHD 600,000 1,737,090 45499592
Idris Hydraulic Malaysia BHD (b) 1,400,000 3,204,222 45199B92
Kian Jod Can Factory (Loc.) (b) 62,000 248,303
Kumpulan Emas BHD 1,669,000 2,598,833 52399493
Larut Consolidated BHD 530,000 933,097 51799222
MBF Holdings BHD (b) 250,000 187,792 61799L22
MWE Holdings BHD 290,000 589,985 59699492
Magnum Corp. BHD 517,500 1,275,529 55999392
Malaysian Banking 321,000 2,222,886 56090499
Mercury Industry BHD (b) 100,000 430,360 58999A22
Minho BHD 500,000 1,467,135 60399822
New Straits Times Press 475,000 1,626,077 64999592
Nylex Malaysia SDN BHD 500,000 1,095,460 69199592
Press Metal BHD 53,000 155,373
Public Finance BHD:
(For. Reg.) 235,000 354,890 87799994
(Loc. Reg.) 354,000 390,565 87799992
RJ Reynolds BHD 95,000 152,387 74999392
Rashid Hussain BHD 1,571,000 3,564,866 75399492
Resorts World BHD 500,000 2,738,655 76199592

SHARES VALUE (NOTE 1)

Rothmans Pallmall Malysia Ord. 200,000 $ 1,447,574 77869810
Shapadu Kontena BHD (b) 200,000 422,536 85699222
Sime Darby BHD 1,500,000 3,315,735 82861792
Sistem Televisyen Malaysian 550,000 1,045,775 82999692
Sungei Way Holdings 500,000 2,151,800 86799892
Super Enterprise Holdings BHD 100,000 203,443 98999Q22
TA Enterprise BHD 410,000 1,764,476 94899892
Tan & Tan Development BHD (b) 350,000 509,390 89699B22
Tanjong PLC 415,000 2,760,580 87599993
Technology Resources (b) 700,000 3,094,679 93699692
Telekom Malaysia BHD 455,000 3,845,068 94099892
Tongkah Holdings BHD 1,000,000 1,940,530 94999C92
United Engineers BHD 823,000 3,896,049 93099692
69,634,477
NEW ZEALAND - 0.7%
Brierley Investments Ltd. 2,000,000 1,418,240 10901410
Carter Holt Harvey Ltd. 530,000 1,086,394 14699292
Ceramco Corp. Ltd. 200,000 1,030,440 15699692
3,535,074
PAKISTAN - 0.4%
Adamjee Insurance 99,600 729,914 00599492
Bank of Punjab (b) 33,000 91,789 79899A92
National Development Leasing Corp. 361,400 409,314 63599492
Pakistan International Airway (b) 225,000 119,920 69599B92
Pakistan State Oil 90,600 769,587 34799292
Pakistan Suzuki Motors (b) 26,000 54,131 43499A92
2,174,655
PHILIPPINES - 0.5%
Ayala Corp. Class B 95,200 148,178 05499092
Ayala Land, Inc. Class B 1,324,400 1,441,053 05499392
Filinvest Land, Inc. Ord. (b) 1,250,000 336,787 31699J22
JG Summit Holdings, Inc. Class B (b) 2,225,000 768,559 46615292
2,694,577
SINGAPORE - 9.4%
ACMA Ltd. 100,000 819,569 00299392
Cerebos Pacific Ltd. 130,000 577,796 15699592
City Development 538,000 2,374,226 17799010
Clipsal Industries Holdings Ltd. (b) 358,000 2,058,500 18899192
Clipsal Industries Holdings Ltd.
(warrants) (b) 41,600 119,808 18899193
Courts Sing Ltd. 1,000,000 1,620,220 22299992
Development Bank of Singapore Ltd. 236,250 2,397,947 25159493
First Capital Corp. Ltd. 588,015 2,502,268 31999792
Fraser & Neave (warrants) (b) 228,159 707,692 35499393
Genting International 290,000 725,000 37245393
Hotel Properties Ltd. 760,000 1,082,840 44199492
Hotel Properties (rights) (b) 38,000 120,981 44199495
Informatics Holdings Ltd. (b) 226,000 242,213 45699D22
Jurong Shipyard Ltd. 207,000 1,761,758 48254699
Keppel Corporation Ltd. 300,000 1,891,314 49205199
Kim Eng Holdings Ltd. 3,595,000 7,660,514 49499D92
Overseas Chinese Banking Corp. (b) 719,693 6,215,981 68999610
Pacific Can Investment Holdings (b) 200,000 213,088 69499C22
Pacific Carriers Ltd. 1,495,000 1,526,858 69599792
Parkway Holding (b) 2,200,000 3,730,936 70199192
Parkway Holding (warrants) (b) 550,000 273,927 70199193
Rotary Engineering Ltd. (b) 100,000 104,022 77899622
Singapore Computer Systems Ltd. 522,000 450,851 83899A92
Singapore Land Ltd. 507,000 1,614,141 82929310
Thai Prime Fund (b) 75,000 1,132,500 92599B22
United Overseas Bank (warrants) (b) 168,750 553,210 91199E92
Wing Tai Holdings Ltd. 1,492,000 3,724,823 97499392
46,202,983
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SRI LANKA - 0.4%
Development Co. of Ceylon 214,933 $ 1,762,577 25199C92
Distillery Co. of Sri Lanka 2,542,000 479,523 25499D92
2,242,100
TAIWAN - 0.1%
R.O.C. Taiwan Fund (SBI) 52,500 505,313 74965110
THAILAND - 6.5%
Asia Fiber Co.:
(For. Reg.) 200,000 292,028 04499592
(Loc. Reg.) 200,000 292,028 04499593
Asia SECS Trading Co. Ltd.
(Loc. Reg.) (b) 1,000,000 3,058,410 04599D22
Ban Pu Coal (For. Reg.) 100,000 931,334 06199593
Bangkok Bank 200,000 1,578,532 06099210
Bangkok Metropolitan Bank 1,000,000 1,114,840 06199E22
Bank of Ayudhya (For. Reg.) 120,000 430,939 05999998
CMIC Finance & Securities:
(For. Reg.) 42,000 623,204
(Loc. Reg.) (b) 200,000 1,704,814 12599394
Finance One Public Co. (For. Reg.) 102,000 1,094,870 31799E93
First Bangkok City Bank (For. Reg.) 790,000 709,254 31899D93
General Finance & Secs. (Loc. Reg.) (b) 100,000 666,761
Goodyear (Thailand) Ltd. 23,600 379,984 38399893
International Engineering (For. Reg.) 27,000 677,664 46299A93
Kiatnakin Finance & Securities
(For. Reg.) 19,000 302,920 49699794
Krisda Mahanakorn Co. (Loc. Reg.) (b) 300,000 1,799,526 50199D92
Land & House (For. Reg.) 105,000 1,906,078 51499393
MDX Co. Ltd. (For. Reg.) 242,000 1,719,020 55699293
National Finance & Securities Co.
(For. Reg.) 41,500 1,264,325 63199593
Phatra Thanakit (For. Reg.) 50,000 1,286,503 71799593
Pizza Co. (Thai) Ltd. (Loc. Reg.) (b) 150,000 476,520 72599592
Ruang Khao Unit Trust (For. Reg.) 2,282,200 1,215,842 77399393
Saha Union Corp. (Loc. Reg.) 420,000 650,551 78699595
Shinawatra Computer &
Communication Co. (For. Reg.) (b) 45,000 1,584,057 94799193
Siam Cement (For. Reg.) 15,000 483,031 78799010
Siam City Bank Ltd. (For. Reg.) 1,850,000 1,825,173 81199593
Thai Farmers Bank 146,000 685,635 90199010
Thai German Ceramic Industry
(Loc. Reg.) (b) 400,000 1,262,824 94699892
Thai Military Bank (For. Reg.) 320,000 1,161,798 90199989
Thai President Food Co. (For. Reg.) 30,500 327,388 90299992
United Foods Co. Ltd. (For. Reg.) 114,200 301,949 91699B93
31,807,802
TOTAL COMMON STOCKS
(Cost $388,939,000) 470,128,475
CONVERTIBLE PREFERRED STOCKS - 0.5%
AUSTRALIA - 0.4%
Ampolex Ltd. 8% 300,000 1,339,164 03210593
TNT Ltd. 8% 397,000 409,978 93599293
1,749,142
MALAYSIA - 0.1%
IJM Corp. 7% 270,000 517,606 45499594
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $1,564,580) 2,266,748
CONVERTIBLE BONDS - 2.9%
PRINCIPAL
AMOUNT (A)
GRAND CAYMAN - 0.5%.
Bangkok Land Euro
4 1/2%, 10/10/03 (c) $ 900,000 $ 1,044,000 06099LAA
Henderson Capital 4%,
10/27/96 (c) 1,500,000 1,498,050 4247309A
2,542,050
HONG KONG - 0.2%
Sino Land 5%, 10/21/00 (c) 1,000,000 1,067,500 8293109A
INDIA - 0.3%
Essar Gujarat Ltd. 5 1/2%,
8/5/98 750,000 896,250 296994AC
Scici Ltd. Euro 3 1/2%,
4/1/04 (c) 640,000 699,200 79599KAA
1,595,450
JAPAN - 0.3%
Bridgestone Corp 3.70%,
12/31/98 JPY 108,000,000 1,169,046 1084419A
KOREA (SOUTH) - 0.3%
Dong AH Construction Industries
Co. Ltd. 3 1/4%, 12/31/97 CHF 750,000 697,821 25799KAB
Kolon Industries 4%, 12/31/05 215,000 273,050 508992AA
Sangyong Oil Refining
3 3/4%, 12/31/08 550,000 584,650 78099AAA
1,555,521
NEW ZEALAND - 0.5%
Carter Holt Harvey:
Euro 7%, 3/2/95 CHF 985,000 885,096 146992AC
8%, 2/7/96 CHF 1,500,000 1,632,020 146992AB
2,517,116
SWITZERLAND - 0.3%
Stelux Holding 1 3/4%,
3/31/01 CHF 1,000,000 146992AC1,378,038
THAILAND - 0.5%
Hemaraj Land DV 3 1/2%,
9/9/03 500,000 550,000 42399BAA
Thai CN Chememical 3 3/4%,
10/25/03 THB 1,750,000 1,925,000 94299GAA
2,475,000
TOTAL CONVERTIBLE BONDS
(Cost $12,597,354) 14,299,721
REPURCHASE AGREEEMENTS - 1.1%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due 11/1/93 $5,383,328 5,382,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $408,482,934) $ 492,076,944
CURRENCY TYPE ABBREVIATIONS
JPY - Japanese yen
CHF - Swiss franc
THB - Thai baht
LEGEND
1. Principal amount is stated in United States dollars unless otherwise
noted.
2. 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 $9,210,074 or 1.9% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities, during
the year ended October 31, 1993, aggregated $464,567,805 and $188,438,733,
respectively.
The face value of futures contracts opened and closed amounted to
$14,098,599 and $14,094,482, respectively.
Brokerage commissions received by FBSI, an affiliate of the fund's
investment adviser, from portfolio transactions during the year ended
October 31, 1993, amounted to $3,067,285. (See Note 3 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $408,628,822. Net unrealized appreciation aggregated
$83,448,122, of which $102,816,131 related to appreciated investment
securities and $19,368,009 related to depreciated investment securities.
The fund hereby designates $550,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$3,867,843 or $0.14 per share. Taxes paid to foreign countries were
$567,360 or $0.02 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Aerospace and Defense 1.4%
Basic Industries 8.8
Conglomerates 0.9
Construction and Real Estate 14.0
Durables 9.6
Energy 2.5
Finance 24.4
Health 2.2
Industrial Machinery and Equipment 5.8
Media and Leisure 4.8
Nondurables 4.4
Precious Metals 1.0
Repurchase Agreements 1.1
Retail and Wholesale 4.2
Services 1.6
Technology 6.5
Transportation 4.3
Utilities 2.5
100.0%
PACIFIC BASIN
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $5,382,000)
(cost $408,482,934) (Notes $ 492,076,944
1 and 2) - See accompanying schedule

Receivable for investments sold 3,366,510

Receivable for fund shares sold 9,199,061

Dividends receivable 722,340

Interest receivable 78,359

Other receivables 590,419

TOTAL ASSETS 506,033,633

LIABILITIES

Payable to custodian bank $ 790

Payable for investments purchased 8,647,230

Payable for fund shares redeemed 3,127,251

Accrued management fee 314,760

Other payables and accrued expenses 410,304

TOTAL LIABILITIES 12,500,335

NET ASSETS $ 493,533,298

Net Assets consist of:

Paid in capital $ 361,727,793

Accumulated net investment loss (2,348,481
)

Accumulated undistributed net realized gain (loss) on investments 50,559,976

Net unrealized appreciation (depreciation) on investment securities 83,594,010

NET ASSETS, for 28,233,457 shares outstanding $ 493,533,298

NET ASSET VALUE and redemption price per share ($493,533,298 (divided by) 28,233,457 shares) $17.48

Maximum offering price per share (100/97 of $17.48) $18.02

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED OCTOBER 31, 1993

INVESTMENT INCOME $ 4,172,303
Dividends

Interest 760,314

4,932,617

Less foreign taxes withheld (Note 1) (567,360
)

TOTAL INCOME 4,365,257

EXPENSES

Management fee (Note 3) $ 1,945,428
Basic fee

Performance adjustment 58,458

Transfer agent fees (Note 3) 1,064,457

Accounting fees and expenses (Note 3) 153,830

Non-interested trustees' compensation 1,616

Custodian fees and expenses 531,999

Registration fees 185,972

Audit 35,969

Legal 1,965

Miscellaneous 2,767

TOTAL EXPENSES 3,982,461

NET INVESTMENT INCOME 382,796

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

Investment securities 17,441,920

Futures contracts (4,116 17,437,804
)

Change in net unrealized appreciation (depreciation) on investment securities 80,580,451

NET GAIN (LOSS) 98,018,255

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 98,401,051

OTHER INFORMATION $2,239,532
Sales charges paid to FDC (Note 3)

Deferred sales charges withheld by $56,119
FDC (Note 3)

Accounting fees paid to FSC $150,276
(Note 3)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1993 1992

INCREASE (DECREASE) IN NET ASSETS

Operations $ 382,796 $ 661,413
Net investment income

Net realized gain (loss) on investments 17,437,804 91,181

Change in net unrealized appreciation (depreciation) on investments 80,580,451 (6,740,050
)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 98,401,051 (5,987,456
)

Distributions to shareholders from net investment income (1,023,177 -
)

Share transactions 607,340,439 188,595,573
Net proceeds from sales of shares

Reinvestment of distributions from net investment income 1,000,772 -

Cost of shares redeemed (328,462,549 (161,382,351
) )

Net increase (decrease) in net assets resulting from share transactions 279,878,662 27,213,222

TOTAL INCREASE (DECREASE) IN NET ASSETS 377,256,536 21,225,766

NET ASSETS

Beginning of period 116,276,762 95,050,996

End of period (including accumulated net investment loss of $2,348,481 and $1,708,100, respectively)$ 493,533,298 $ 116,276,762

OTHER INFORMATION
Shares

Sold 40,739,229 15,862,884

Issued in reinvestment of distributions from net investment income 87,252 -

Redeemed (22,282,360 (13,404,503
) )

Net increase (decrease) 18,544,121 2,458,381

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED OCTOBER 31,

1993 1992* 1991 1990 1989

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 12.00 $ 13.15 $ 12.89 $ 15.78 $ 13.99

Income from Investment Operations

Net investment income .20 .08(diamond) .02(diamond) .12 (.027)(diamond)

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

Total from investment operations 5.59 (1.15) .42 (2.25) 1.900

Less Distributions

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

From net realized gain - - - (.63) (.107)(dagger)

Total distributions (.11) - (.16) (.64) (.110)

Net asset value, end of period $ 17.48 $ 12.00 $ 13.15 $ 12.89 $ 15.78

TOTAL RETURN(double dagger) 47.06% (8.75)% 3.37% (14.99)% 13.65%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)$ 493,533 $ 116,277 $ 95,051 $ 86,354 $ 111,811

Ratio of expenses to average net assets 1.59% 1.84% 1.88% 1.59% 1.40%

Ratio of net investment income to
average net assets .15% .65% .12% .88% (.18)%

Portfolio turnover rate 77% 105% 143% 118% 133%

* AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION ACCOUNTING.
(dagger) INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED TRANSACTIONS TAXABLE
AS ORDINARY INCOME.
(diamond) FOR THE YEARS ENDED OCTOBER 31, 1992, 1991 AND 1989, NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN
CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE
PERIOD.
(double dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.

</TABLE>

EMERGING MARKETS
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Emerging Markets
Fund (formerly named International Opportunities Fund) has a 3% sales
charge, which has been waived through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED PAST 1 LIFE OF
OCTOBER 31, 1993 YEAR FUND

Emerging Markets 49.58% 69.55%

Emerging Markets
(incl. 3% sales charge) 45.09% 64.46%

Morgan Stanley Emerging Markets Free Index 44.97% 151.28%

Average International Fund 33.41% 39.86%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
November 1, 1990. You can compare the fund's figures to the performance of
the Morgan Stanley Emerging Markets Free index - a broad measure of the
performance of stocks in developing countries weighted by each country's
market capitalization (the total value of its outstanding shares). Mexico,
Malaysia, Brazil, and Thailand are most heavily weighted, and together
account for over 60% of the index. Keep in mind that before February 1992,
the fund's objective was more broadly defined, and did not focus
specifically on emerging markets. So you can also compare the fund's
performance to the average international fund which reflects the
performance of 152 funds with similar objectives tracked by Lipper
Analytical Services. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED PAST 1 LIFE OF
OCTOBER 31, 1993 YEAR FUND

Emerging Markets 49.58% 19.22%

Emerging Markets
(incl. 3% sales charge) 45.09% 18.02%

Morgan Stanley Emerging Markets Index 44.97% 35.91%

Average International Fund 33.41% 11.67%

AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
$10,000 OVER LIFE OF FUND
Emerging Markets (322) MS EMF Emerging Markets Free Index
11/01/90 9700.00 10000.00
11/30/90 9564.20 9479.74
12/31/90 9777.33 9880.37
01/31/91 9709.16 10679.30
02/28/91 10118.18 12260.21
03/31/91 10108.44 12766.06
04/30/91 10332.42 12903.41
05/31/91 10332.42 13918.67
06/30/91 9972.10 13421.82
07/31/91 10186.35 14119.08
08/31/91 10108.44 14418.70
09/30/91 10225.30 13869.26
10/31/91 10127.92 14439.40
11/30/91 9991.58 14225.77
12/31/91 10438.07 15824.40
01/31/92 10517.68 17656.36
02/29/92 10826.14 18442.83
03/31/92 10806.24 19068.46
04/30/92 11064.96 18940.35
05/31/92 11542.58 18873.02
06/30/92 11522.68 17002.12
07/31/92 11144.56 17189.36
08/31/92 10865.95 16390.47
09/30/92 10796.29 16450.88
10/31/92 10995.30 17332.58
11/30/92 10905.75 17144.49
12/31/92 11048.91 17652.99
01/31/93 11201.38 17738.37
02/28/93 11770.60 18033.91
03/31/93 12095.86 18628.41
04/30/93 12482.12 19056.85
05/31/93 12756.56 19581.32
06/30/93 12919.19 20162.41
07/31/93 13142.81 20705.31
08/31/93 14057.63 22457.49
09/30/93 14372.73 23058.76
10/31/93 16446.31 25127.66
Let's say you invested $10,000 in Fidelity Emerging Markets Fund on its
start date and paid the 3% sales charge. By October 31, 1993, it would have
grown to $16,446 - a 64.46% increase on your initial investment. That
compares to $10,000 invested in the Morgan Stanley Emerging Markets Free
index, which would have grown to $25,128 over the same period - a 151.28%
increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
EMERGING MARKETS
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Richard Hazelwood, Portfolio Manager of Fidelity Emerging
Markets Fund
Q. RICHARD, HOW DID THE FUND PERFORM?
A. Most investors in emerging markets had a profitable year, and the fund
was no exception. The total return for the fund's fiscal year ended October
31, 1993 was 49.58%. That beat the Morgan Stanley Emerging Markets Free
index, which rose 44.97% during the same period. It also beat the average
international fund, whose total return was 33.41%, according to Lipper
Analytical Services.
Q. BROADLY SPEAKING, WHY DID THE FUND DO SO WELL?
A. The developing economies of Asia and Latin America are simply growing at
a much faster pace than the developed economies of Japan, Europe and North
America, and that fact was expressed last year in sharply rising stock
prices. Why is that happening? Well, one reason is that many of these
countries have a much lower wage structure and lower taxes than the United
States. When they import sophisticated Western technology, the result is
often soaring productivity and rapid growth.
Q. ARE THESE MAINLY EXPORT-DRIVEN STOCKS?
A. Not all of them, no. The other factor driving economic growth in the
developing world is the spread of Western, middle-class values. These days,
it seems, everybody wants a house, a couple of kids, a garage with a car
inside it, a TV, all this stuff. To get there you need capitalist,
pro-growth policies. And as these policies have been implemented - lower
taxes, reduced tariffs and so on - growth has been phenomenal. That fact is
partly reflected in the explosion in the number of stocks available for
purchase by the fund - currently around 6,000 but possibly headed toward
16,000 over the next three years.
Q. WHICH INDUSTRIES WORKED BEST FOR THE FUND THIS YEAR?
A. I don't normally think in terms of sectors of the economy as much as I
do specific stocks. That said, utilities were 10.5% of the fund and had a
big impact on performance. In the U.S., investors buy telephone and
electric utilities mainly for the dividend yield; the stocks themselves may
hardly grow. But in the developing world, where countries are furiously
building up their infrastructures, utilities are growth stocks. Three of
the fund's top-10 stocks are telephone utilities: Telefonos in Mexico,
Telebras in Brazil and Telecom in Argentina.
Q. ANY OTHER NOTABLE SUCCESS STORIES?
A. Hotels. I recently visited Korea, and when I arrived at my hotel on a
Sunday evening, it was overbooked by 25 rooms. The same thing happened to
me in Hong Kong, where there won't be another new luxury hotel opening
until sometime after the year 2000. So the first thing I did when I got
back was buy hotel stocks - Mandarin Oriental, for example, as well as
Shangri-La Asia - and saw many of them rise as much as 30% almost
immediately. Airlines were another good story. I've found I can hardly get
a seat when I fly anywhere in Asia. I keep getting bumped from flights. Now
airlines are a terrible business; it's very hard to make money. But Asia is
booming, and so I bought Swire Pacific, which owns Cathay Pacific, and
Citic Pacific, which owns Dragon Air in China. These are just a couple of
the growth stories I've tried to capitalize on in Asia.
Q. AND IN LATIN AMERICA?
A. Lately the investment environment in Latin America has been extremely
favorable. We're seeing growing political stability in these countries
along with progress in reducing deficits, increasing privatization of
industry, reduction of trade barriers, deregulation and a return to
economic growth with lower inflation. All this has taken place, however,
against a background of extreme volatility. To invest in these markets
requires patience, a long-term view and a pretty high tolerance for risk.
Q. WHICH LATIN AMERICAN COUNTRIES SEEM THE MOST PROMISING?
A. Stocks in every Latin American country where the fund had investments
rose sharply during the period but Brazil - 7.9% of the fund - was up the
most, over 35% in the last six months. The theme in Brazil is stabilization
of the political and economic environment. About half the fund's Brazilian
investments were in state-sponsored monopolies: Telebras, which I've
already mentioned, but also Petrobras, Eletrobras and other electric
utilities. All have benefited from a new policy, applied consistently
throughout the year, to raise tariffs above the rate of inflation. As a
result, profitability improved dramatically and the stocks considerably
outperformed the broader market.
Q. IS THERE ANYTHING YOU WISH YOU'D DONE DIFFERENTLY?
A. Not really. Most of my regrets had to do with opportunities missed
rather than investments that didn't work out. The Polish stock market
tripled during the period and I didn't own any of it. I probably missed
opportunities as well in Turkey, Portugal and Eastern Europe, not to
mention South Africa. So, the opportunities were many; more than anything
else, it became a question of being in a position to take advantage of
them.
Q. WHAT CAN WE EXPECT GOING FORWARD?
A. It has been a remarkable year, both for these markets and for the fund.
It would be unrealistic to expect another year like it. Malaysia, which
represents one-fifth of the fund, had the kind of year that probably can't
be repeated. Brazil alone was up 60%; you could make a pretty good case for
Brazilian stocks climbing even higher, but common sense would suggest
otherwise. I'm not pessimistic about the prospects in these countries; I'm
just not as optimistic as I was last year. If I worry about anything, it's
that with so many new issues coming to market, supply might outstrip
demand, perhaps weakening prices. Looking ahead, shareholders would do well
to lower their expectations.
Q. ANY CHANGES PLANNED?
A. I think my biggest challenge in the year ahead will be picking the right
stocks in unexplored markets. As so many new markets open to foreign
investors and investment choices expand, inefficiencies are inevitable; no
one can keep track of everything. So my goal will be to look harder than
anybody else and try to capitalize on opportunities others may miss. In the
months ahead, I plan on paying particular attention to India. Everybody
sees the potential of China, but what about India? It has the largest
middle class in the world. And what was a closed, nationalistic system is
just beginning to open up, with fewer restrictions on foreign trade, lower
taxes and a manageable inflation rate. At the end of October, Indian stocks
were less than 1% of the fund; looking ahead, I can imagine shifting as
much as 10% of the fund there.

FUND FACTS
GOAL: to increase the value of the fund's shares
by investing mainly in common stocks of
emerging economies and developing capital
markets
START DATE: November 1, 1990
SIZE: as of October 31, 1993, over $757 million
MANAGER: Richard Hazelwood, since July 1993;
assistant, Fidelity Low Priced Stock Fund and
Fidelity Contrafund, 1992-1993; analyst,
Japanese stocks, 1991-1992
(checkmark)
RICHARD HAZELWOOD'S INVESTMENT STYLE:
"I'd describe myself as a "bottom-up" investor. By that I
mean I look at stocks first, then at sectors and regions
of the world. That said, one of the first things I did after I
took over the fund in July was to increase the stake in
Malaysia, Thailand and Hong Kong, and it paid off. But
I wasn't looking for stocks in those countries; I was just
looking for stocks, and that's where I found them. The
stocks I like tend to be growth stocks, with an
emphasis on unit growth; ideally, they'll be growing at
30% per year and trading at 10 times earnings. I also
concentrate on trying to make the right call on the big
stocks in each market; my goal is to catch them when
they're about to turn and try to get everything I can out
of them. That's where having analysts on the scene, as
Fidelity does, is especially helpful."
(bullet) At the end of October, almost 60% of the fund's
investments were in Asian countries, 16% in Latin
America and less than 10% in cash.
(bullet) Finance stocks made up the largest sector in the
fund, totaling 17.3% of investments, compared to
15.1% six months ago. Grupo Financiero Bancomer, a
Mexican banking stock, was the largest single
investment in the sector.
(bullet) After finance, the fund's leading sectors were
construction and real estate, 16.2%, compared to
13.7% six months ago; utilities, 10.5%, compared to
5.9%; media and leisure, 8.1%, compared to 4.6%;
and basic industries, 7.9%, compared to 5.9%.
(bullet) Cemex, a Mexican cement company, became one
of the fund's largest investments during the last six
months, and was 1.6% of the fund at the end of
October. It represents a bet on rapid growth in
construction spending in Mexico.
DISTRIBUTIONS
The Board of Trustees of Fidelity Emerging Markets
Fund voted to pay on December 6, 1993, to
shareholders of record at the opening of business on
December 3, 1993, a distribution of $.05 from net
investment income.
EMERGING MARKETS
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993
Other 7.8%
Cash 8.5%
Row: 1, Col: 1, Value: 7.9
Row: 1, Col: 2, Value: 5.9
Row: 1, Col: 3, Value: 7.9
Row: 1, Col: 4, Value: 12.9
Row: 1, Col: 5, Value: 2.9
Row: 1, Col: 6, Value: 19.9
Row: 1, Col: 7, Value: 16.4
Row: 1, Col: 8, Value: 8.0
Row: 1, Col: 9, Value: 9.6
Row: 1, Col: 10, Value: 8.6
Argentina 5.9%
Thailand 9.6%
Brazil 7.9%
Singapore 7.9%
Hong Kong 12.8%
Mexico 16.3%
Indonesia 2.8%
Malaysia 20.5%
AS OF APRIL 30, 1993

Other 11.0%
Cash 12.5%
Row: 1, Col: 1, Value: 11.0
Row: 1, Col: 2, Value: 5.4
Row: 1, Col: 3, Value: 7.7
Row: 1, Col: 4, Value: 2.2
Row: 1, Col: 5, Value: 11.3
Row: 1, Col: 6, Value: 6.8
Row: 1, Col: 7, Value: 8.9
Row: 1, Col: 8, Value: 25.0
Row: 1, Col: 9, Value: 9.199999999999999
Row: 1, Col: 10, Value: 12.5
Argentina 5.4%
Thailand 9.2%
Brazil 7.7%
Chile 2.2%
Mexico 25.0%
Hong Kong 11.3%
Indonesia 6.8%
Malaysia 8.9%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 89.7 79.1

Bonds 1.7 8.4

Short-term investments 8.6 12.5

TOP TEN STOCKS

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Grupo Carso SA de CV Class A-1
(Mexico, Conglomerates) 1.6 1.8

Cemex SA, Series B
(Mexico, Building Materials) 1.6 -

Technology Resources
(Malaysia, Air Transportation) 1.6 0.5

YPF Sociedad Anonima sponsored ADR representing Class D shares (Argentina, Oil & Gas)

1.3 -

Telefonos de Mexico SA sponsored ADR representing share Ord. Class L (Mexico, Telephone Services)

1.3 -

Telebras PN (Pfd. Reg.)
(Brazil, Telephone Services) 1.2 1.6

Grupo Financiero Bancomer SA de CV sponsored ADR, Series C
(Mexico, Banks)
1.1 1.1

Telecom Argentina Stet France
(Argentina, Telephone Services) 1.1 0.3

Tolmex B2 SA
(Mexico, Building Materials) 1.1 1.8

Tanjong PLC (Reg.)
(Malaysia, Lodging & Gaming) 1.0 1.1

</TABLE>

TOP TEN INDUSTRIES
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Finance 17.3 15.1

Construction & Real Estate 16.2 13.7

Utilities 10.5 5.9

Media & Leisure 8.1 4.6

Basic Industries 7.9 5.9

Transportation 5.2 1.7

Nondurables 5.1 11.2

Durables 3.7 6.4

Industrial Machinery & Equipment 3.5 2.2

Retail & Wholesale 3.2 3.6

EMERGING MARKETS
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 89.4%
SHARES VALUE (NOTE 1)
ARGENTINA - 5.3%
Astra Comp Argentina de Petroleum
(Reg.) 30,720 $ 72,839 04699B94
Bagley Y Cia Ltd. SA (b) 314,800 1,400,613 05699C22
Banco de Galicia Y Buenos Aire SSA
sponsored ADR representing Class B
shares 103,900 3,350,775 05953820
Banco Frances Del Rio PL (Reg.) 160,753 1,592,172 21199692
Buenos Aires Embotelladora sponsored
ADR representing 2 shares Class B (b) 77,400 2,854,125 11942420
Commercial Del Plata (b) 432,770 2,779,634 20199392
Molinos Rio de La Plata (Reg.) 139,700 1,621,249 60899C22
Perez Companc Class B (b) 500,500 3,099,491 71399723
Telecom Argentina Stet France (b) 1,925,379 8,629,587 90899992
Telefonica Argentina Class B (b) 866,600 4,577,711 87999D92
YPF Sociedad Anonima sponsored ADR
representing Class D shares 367,200 10,052,100 98424510
40,030,296
BERMUDA - 0.3%
Jardine Strategic Holdings Ord. 420,000 1,739,241 47199020
Siu Fung Ceramics Holdings Ltd. (b) 1,600,000 496,928 82999G22
2,236,169
BRAZIL - 7.9%
Aracruz Celulose SA ADR (b) 11,000 101,750 03849610
Bradesco PN 211,751,472 5,598,709 10599992
Brahma (Cia Cer) PN (Pfd. Reg.)
Class B 16,204,000 3,118,784 15799492
Brahma (Cia Cervejaria) 984,887 189,561 15799496
Brahma (Cia Cervejaria):
(warrants) (b) 1,676,255 28,228 15799494
(warrants) (b) 130,763 4,870 15799498
Brasmotor PN 18,046,000 3,132,244 10599892
Casa Anglo PN Ord. (b) 6,500,000 691,080 13599392
Celedsc PN B Ord. (b) 890,000 445,009 15199E22
Cimento Itau PN Ord. (b) 1,234,000 336,870 14799392
Comp Vale Do Rao Doce PN Ord. (b) 30,000,000 2,138,100 20499792
Comp Paulista de Forca Luz Ord. 25,402,260 919,816 20499922
Compania Siderurgica Nacional (b) 336,400,000 6,573,256 24499523
Consul PN (Pfd. Reg.) 115,000 83,938 21099392
Copene Petro Do Nordeste SA (b) 800,000 195,408 21799722
Coteminas PN 3,600,000 579,312 22199692
Duratex Corp. PN 20,365,000 928,237 26699493
Eletrobras:
ON (b) 8,400,000 1,177,932 69699998
PN B 12,520,390 1,726,937 69699993
Itaubanco PN (Pfd. Reg.) 5,612,200 2,451,353 46599A92
Karsten PN 1,451,638 57,572 48599B92
Light (Servicos de Electr) SA Ord. 6,062,000 1,532,595 53299892
Lojas Americanas 11,499 13,548 54199A93
Lojas Americanas (Reg.) (b) 90,000 106,036 54199A92
Lojas Americanas (warrants) (b) 11,907 684 54199A95
Petrobras PN (Pfd. Reg.) 58,450,000 4,232,364 71699794
Sadia Concordia PN (Pfd. Reg.) 9,475,000 62,630 78699B93
Telebras PN (Pfd. Reg.) 299,992,200 9,560,751 95499792
Telebras ON 48,043,000 1,283,709 95499795
Telepar 1,000,000 266,040 87999F22
Telepar (rights) (b) 9,000 78 87999F24
Telesp PN (Pfd. Reg.) (b) 21,778,000 6,758,802 87999B93
Unibanco PN Class A 15,380,000 857,435 90599A92
Usiminas PN (Pfd. Reg.) 7,800,300,000 4,390,528 97199693
59,544,166
CHILE - 1.4%
Chile Fund, Inc. 21,556 724,821 16883410

SHARES VALUE (NOTE 1)

Compania de Telefonos de Chile SA
sponsored ADR 16,700 $ 1,496,738 20444920
Comp Cervecerias Unidas SA ADR 180,700 4,494,913 20442910
Enersis SA sponsored ADR (b) 45,000 922,500 29274F10
Madeco SA ADR (b) 40,200 834,150 55630410
Maderas Y Sinteticos Sociedad Anonima
Masisa sponsored ADR (b) 62,500 1,125,000 55646510
Soc Quimica Y Minera de Chile ADR (b) 23,000 629,625 83363510
10,227,747
CHINA (PEOPLE'S REP.) - 0.2%
Shanghai Petrochemical Class H (b) 312,000 96,901 81942494
Tsingtao Brewery Co. Ltd. 1,582,000 1,218,108 87299922
1,315,009
COLUMBIA - 0.0%
Corp. Fin. Del Valle ADR B (b) (c) 7,300 124,100 21986910
GREECE - 0.0%
Hellenic Bottling Co. SA (b) 7,500 195,516 42399A92
HONG KONG - 12.7%
Allen International Holdings Ltd. 3,810,000 660,692 01699522
Amoy Properties Ltd. 2,805,000 3,629,894 03199192
Applied International Holding Ord. 1,700,000 1,187,960 03792310
Bossini International Ltd. (b) 1,055,000 95,572 10099822
CDL Hotels International Ltd. 4,184,000 1,867,989 14999792
Cheung Kong Ltd. 389,000 1,837,399 16674410
Chimney Investments Ltd. (b) 5,014,000 1,044,667 16999B22
China Paint Holdings Ltd. 300,000 43,482 17799392
China Travel International Investment
Hong Kong Ltd. 572,000 212,813 24299892
Chuangs China Investment 50,000 13,911 15999722
Citic Pacific Ltd. Ord. 1,270,000 3,451,314 45299792
City Chiu Chow Holdings Ltd. 700,000 92,400 89999B22
Crocodile Garments 3,469,000 597,050 22699192
Dairy Farm International Holdings Ltd.
Ord. 3,028 5,681 23385910
Evergo International Holdings Co. Ltd. (b) 820,000 583,627 30099822
First Pacific Bancshares Holding (b) 800,000 217,408 33699292
First Pacific Co. Ltd. 7,489,305 3,077,131 33699192
Fortei Holdings Ltd. 4,506,000 1,166,243 34999D22
Four Seas Travel International Ltd. 500,000 78,290 35099722
Gold Peak Industries Ltd. 444,000 211,153 38074499
Grand Hotel Holdings Ltd. A 3,616,000 1,509,101 38599292
Grande Holdings Ltd. 100,000 73,116 38699622
Guangdong Investments Ltd. Ord. 218,000 121,306 40199492
Guoco Group Ltd. 23,000 101,941 40299692
HKR International Ltd. 1,090,000 740,535 43999192
Henderson Land 376,000 1,544,871 42599010
High Fashion International 2,210,000 1,186,858 42999392
Hon Kwok Land Investment Ltd. Ord. 8,248,000 3,388,856 43899192
Hong Kong & Shanghai Hotels 1,220,500 1,642,598 71899292
Hong Kong Aircraft & Engineering
Co. (b) 259,600 1,604,128 43899410
Hong Kong Daily News Holdings Ltd 2,502,000 1,027,997 50899192
Hong Kong Electric Holdings Ord. 956,000 3,092,852 43858010
Hong Kong Land Holdings Ltd. 120,000 321,449 43858292
Hong Kong Telecommunications Ltd. 900,000 1,944,999 43857991
Hopewell Holdings Ltd. 3,900,000 3,911,349 44099999
Hutchison Whampoa Ltd. Ord. 1,927,000 7,256,639 44841510
Hysan Development Co. Ltd. 999,000 2,895,841 44916510
JCG Holdings 3,426,000 2,637,951 46799792
Jardine International Motor Corp. 144,000 199,392 47499292
Jardine Matheson & Co. Ltd. Ord. 90,000 861,857 47111510
Joyce Boutique Holdings Ltd. 6,046,000 1,181,449 49499592
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HONG KONG - CONTINUED
Laws International Holdings 4,012,000 $ 1,609,454 52099192
Li & Fung Ltd. 134,000 83,435 51899592
Liu Chong Hing Investment 492,000 541,185 54999592
Lucky Man Properties Ltd. 50,000 55,322 54999B22
M.C. Packaging 240,000 125,784 62399092
Mandarin Oriental International Ltd.
Ord. 632,000 736,071 56259499
Nanyang Holdings Ltd. 22,500 32,902 63099D22
National Mutual Asia Ltd. (b) 900,000 646,389 63699592
Oriental Press Group Ltd. 6,393,000 4,550,154 68620099
Peregrine Investments Holdings 108,000 207,622 71399492
Prod-Art Technology Holdings Ltd. 1,596,000 681,572 74499C92
Regal Hotels Holding 520,000 113,724 75999110
S Megga International 403,000 162,973 99999C92
Shangri-La Asia Ltd. (b) 870,000 996,376 84599M22
Shaw Bros Hong Kong Ltd. 1,930,000 3,146,942 82028710
Shell Electric Manufacturing Co. Ltd. 263,000 99,551 82299B22
Shun Tak Holdings Ltd. 4,168,000 4,962,212 82799192
Sime Darby Hong Kong Ltd. 942,000 1,414,065 82899392
Sing Tao Holdings Ltd. 1,478,000 2,276,046 82877099
South China Morning Post Holdings 666,000 400,765 84249992
Star Paging International Holdings Ltd. 828,000 358,955 85599692
Starlite Holdings Ltd. (b) 1,268,000 311,776 85599892
Sun Hung Kai Properties Ltd. 430,000 2,949,207 86676H10
Swire Pacific Class A 482,000 3,212,294 87079410
Tai Cheung Holdings Ltd. 286,000 436,725 93499892
Techtronic Industries Co. Ord. 500,000 93,820 94799592
Television Broadcast Ltd. Ord. 767,000 2,799,013 87953110
Wharf Holdings (c) 537,000 1,980,526 96299110
Wing On Co. International Ltd. 360,000 498,481 97499092
World International Holding 1,860,000 3,971,528 98150010
Yips Hang Cheung Holdings Ltd. 966,000 290,640 99599592
97,065,270
INDIA - 0.4%
Grasim Industries GDS (b) (c) 20,000 325,000 38870610
Himalayan Fund NV IS (b) 22,000 266,860 43299792
Hindalco Industries Ltd. GDR (b)(c) 12,000 229,500 43306410
ITC Ltd.:
GDR (c) 21,000 367,500 45031810
(warrants) (b) (c) 7,000 36,750 45031811
Reliance Industries Ltd. GDR (c) 14,000 236,250 75947010
Southern Petrochemical Industries
GDS (b) 130,000 1,430,000 84361310
2,891,860
INDONESIA - 2.8%
Andayani Megah PT (b) 44,000 111,489 03399722
Astra International (For.) 421,000 3,706,071 04699894
Bank International Indonesia Ord. (b) 1,261,000 4,200,227 06199B92
Bank Niaga PT (b) 15,000 65,665 06399C22
Dharmala International Land 190,000 343,556 25399592
Duta Anggada Realty Ord. 277,500 845,090 26699192
Iki Indah Kabel Indonesia PT 91,000 82,272 45199C22
Indah Kiat Pulp and Paper PT (b) 19,500 17,630 45499B22
Inter Pacific Finance Corp. 95,000 171,778 46299792
Jakarta International Hotels &
Development Ord. 298,000 1,914,301 47399693
Kabelmetal Indonesia PT (b) 91,700 305,441 84599B92
Kalbe Farma 165,000 1,130,593 48699992
Lippo Bank (For.) 328,666 946,174 53699A23
Mayora Indah PT (c) 83,200 336,513 83099A92
Modernland Realty PT (b) 83,000 359,401 60999A92
Pakuwon Jati Ord. 406,250 695,914 69599392
Polysindo Eka Perkasa PT (For.) (b) 570,000 3,525,970 73199B23

SHARES VALUE (NOTE 1)

Sampoerna, Hanjaya Mandala 126,500 $ 466,500 82299892
Semen Gresik (For. Reg.) (b) 150,000 642,382 84399693
Sinar Mas Agro Res & Tech PT (c) 100,000 260,522 73599592
Sucaco (b) 50,000 304,5 8939929237
Trias Sentosa (For.) (b) 384,500 1,175,520 89599D22
21,607,546
KOREA (SOUTH) - 0.8%
Byucksan Engineering & Construction 30,000 527,260 12499122
Cho Hing Bank Co. Ltd. 61,600 757,086 17099E22
Daewoo Heavy Industries Ltd. (b) 49,510 698,575 23999493
Daeyu Securities Co. Ltd. (b) 14,980 335,588 23399G22
Hanshin Construction 17,800 273,185 41199D22
Hyundai Securities Co. Ltd. (b) 10,000 235,163 42699A22
Jinro Ltd. (b) 28,000 706,974 73299422
Korea Air Terminal Service 20,000 616,375 52299422
Korea Electric Power Corp. 38,400 917,284 50099B92
Nae Wae Semiconductor Co. (b) 13,350 394,907 63099E22
Nae Wae Semiconductor Co. New (b) 3,000 84,659 63099E23
Nong Shim Co. (b) 2,000 78,965 65599C22
Samsung Electronics Co. Ltd. GDA
(b) (c) 505 12,878 79605030
Sangyong Cement Co. (b) 10,000 280,958 76899392
Sung Chang Enterprise Co. (b) 2,700 140,021 82699B22
6,059,878
MALAYSIA - 20.2%
Amalgamated Steel Mills 600,000 957,759 02499692
Aokam Perdana BHD 514,000 5,831,767 01899792
Arab Malaysian Corp. 250,000 831,377 00499F92
Arab Malaysian Finance (For. Reg.) (b) 119,000 463,243 00699A93
Austral Amalgamated Tin BHD 1,189,000 2,279,384 05299C22
Ayer Hitam Tin Dredging Malaysia
BHD 50,000 109,546 05499722
Bandar Raya Developments BHD (b) 91,000 99,001 06099N22
Bedford Berhad (b) 618,000 1,281,454 07599322
Berjaya Industrial BHD (b) 86,000 105,303 08299522
Berjaya Leisure BHD 950,000 1,568,469 08410592
Berjaya Singer BHD 142,000 366,667 08499A92
Berjaya Singer BHD (b) 130,000 121,048 08499A96
Berjaya Sports Toto BHD (b) 1,106,000 2,379,891 08499E22
Bolton Properties BHD 814,000 1,203,800 09799592
British American Life Insurance BHD (b) 99,000 201,409 11099E22
Buildcon BHD 75,000 271,420 11999322
CHG Industries BHD 104,000 353,991 16699892
Construction & Supplies (b) 50,000 58,294 21099722
Cycle & Carriage Bintang BHD 40,000 76,369 23299092
DNP Holdings BHD (b) 100,000 122,066 23399L22
Development & Commercial Bank 2,422,000 4,207,232 25199692
Ekran Berhad Ord. (b) 846,000 5,130,279 28299792
Faber Group BHD 3,291,000 3,888,415 30299892
Genting BHD 319,000 3,307,315 37245210
Golden Hope Plantation BHD 86,000 101,678 38499392
Golden Plus Holdings BHD (b) 569,000 2,048,041 38399492
Granite Industries BHD 1,265,000 7,126,757 38799522
Hock Hua Bank BHD (b) 132,000 294,367 43499B22
Hume Industries Malay BHD 400,000 1,471,048 44599692
IJM Corp. BHD 539,000 1,560,486 45499592
Idris Hydraulic Malaysia BHD (b) 835,000 1,911,090 45199B92
Industrial Oxygen, Inc. BHD (b) 516,000 539,014 45999892
Innovest BHD (b) 344,000 320,312 45799B22
Island & Peninsular BHD 314,000 601,957 45699592
Kimara Capital BHD 50,000 112,480 49499K22
Land & General BHD 1,013,000 3,289,474 51499693
Larut Consolidated BHD 550,000 968,308 51799222
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MALAYSIA - CONTINUED
Leong Hup Holdings BHD (b) 40,000 $ 90,767 52699692
London & Pacific Insurance Co. (b) 110,000 288,341 54199E22
Long Huat Timber Industry BHD (b) 55,000 121,811 54299592
MBF Capital BHD (b) 617,000 579,344 61199892
MBF Holdings BHD (b) 950,000 713,611 61799L22
MCSB Systems Malaysian BHD 553,000 2,596,247 56399222
Magnum Corp. BHD 1,915,000 4,720,073 55999392
Malayan United Industries BHD 78,000 242,414 56091099
Malayawata Steel BHD 50,000 106,612 56099192
Malaysian Banking 403,000 2,790,727 56090499
Malaysia British Assurance BHD 241,000 565,728 56099N22
Malaysian Helicopter Services BHD 1,062,000 7,063,383 56099M22
Malaysian Industries Development BHD
Ord. 500,000 743,350 56099L22
Malaysian Oxygen BHD (b) 129,000 434,037 56099P22
Malpac Holdings BHD (b) 130,000 383,998 56199622
Metacorp Berhad 866,000 4,607,821 59099E92
Metrojaya BHD 578,000 1,322,886 59599F22
Mulpha International Ltd. 1,096,000 814,712 62499A22
Multi-Purpose Holding BHD (b) 1,802,000 3,701,290 00099292
Negara Properties BHD 238,000 633,178 63999822
New Straits Times Press 50,000 171,166 64999592
Olympia Industries BHD 184,000 325,384 68199D92
OSK Holdings BHD (b) 115,000 409,429 67899922
OSK Holdings BHD (For. Reg.) 150,000 534,038 67899923
Pacific Chemicals BHD (b) 78,000 582,864 69599H22
Pelangi BHD 900,000 795,771 70699492
Pernas International Hotel & Property
BHD (b) 166,000 194,557 71499392
Press Metal BHD 36,000 107,042 74199B22
Public Finance BHD (For. Reg.) 243,000 366,971 87799994
Rashid Hussain BHD 1,690,000 3,834,897 75399492
Renong BHD 4,508,000 6,314,040 75999H22
Resorts World BHD 552,000 3,023,475 76199592
Road Builder (M) Holdings BHD 172,000 982,473 75999G92
SPK Sentosa Corp. BHD (b) 100,000 165,884 84899322
Shangri-La Hotels Malaysia BHD (b) 208,000 270,171 84599P22
Sig Holdings BHD (b) 40,000 84,507 83499J22
Sime Darby BHD 1,650,000 3,647,308 82861792
Sistem Televisyen Malaysian 200,000 380,282 82999692
Southern Bank BHD 340,000 811,424 84199992
Sungei Way Holdings 887,000 3,817,293 86799892
Super Enterprise Holdings BHD 100,000 203,443 98999Q22
TA Enterprise BHD 654,000 2,814,554 94899892
Tan & Tan Development BHD (b) 1,407,000 2,047,748 89699B22
Tanjong PLC (Reg.) 1,143,000 7,603,238 87599993
Technology Resources (b) 2,709,000 11,976,408 93699692
Telekom Malaysia BHD 459,000 3,878,871 94099892
Tenega Nasional BHD 488,000 2,539,279 92099992
Time Engineering BHD (b) 601,000 1,222,692 93099592
Tongkah Holdings BHD 69,000 133,897 94999C92
UMW Holdings BHD (b) 31,000 89,750 90302599
Uniphone Telecom BHD (b) 107,000 468,858 95499A92
United Engineers BHD 1,257,000 5,950,588 93099692
Wing Tiek Holdings BHD (b) 50,000 144,757 97499292
YTL Corporation (b) 174,000 558,216 98799092
YTL Corporation (warrants) (b) 120,000 122,065 98799094
154,654,181
MEXICO - 15.8%
Banacci SA de CV (b):
Class B 259,000 1,459,775 06399896
Class C 820,500 5,059,310 06399893
Cementos Apasco SA de CV Class A (b) 992,000 6,687,280 15299392
Cemex SA, Series B (b) 531,500 12,311,103 15299293

SHARES VALUE (NOTE 1)

Cifra SA Class C (b) 2,867,000 $ 6,869,820 17178594
Coca-Cola Femsa SA de CV sponsored
ADR 21,000 588,000 19124110
Controladora Commercial Mexicana
SA B-1 (b) 1,773,300 3,546,600 21299692
Desc Class B 821,000 3,921,392 25299692
Emvasa Del Valle de Enah Ord. (b) 219,000 762,652 29299E22
Farmacia Benevides SA de CV Ord. (b) 143,000 648,754 31299422
Fomento Economico Mexicano SA
(FEMSA) B 1,093,000 5,622,141 34441892
Grupo Carso SA de CV Class A-1 (b) 1,638,500 12,615,926 40099594
Grupo Cementos Chihuahua B (b) 305,000 258,228 41599092
Grupo Dina (Consorcio G) ADR (b) 279,400 5,867,400 21030610
Grupo Embot. Mex. Class B ADS (c) 31,400 902,750 40048J10
Grupo Financiero Bancomer SA de CV:
Class B (b) 180,000 217,381 40048694
sponsored ADR, Series C (c) 299,300 8,754,525 40048610
Grupo Industry Bimbo 2 (b) 192,000 1,533,546 60899994
Grupo Industrial Maseca SA de CV:
ADR (c) 14,000 245,000 40048830
Class B (b) 2,105,600 2,489,051 57899894
Grupo Posadas SA de CV Class L (b) 390,000 307,765 40048992
Grupo Radio Centro SA de CV sponsored
ADR (b) 21,200 384,250 40049C10
Grupo Sidek B Free shares 485,100 1,208,874 40099F22
Grupo Simec SA de CV ADR (b) 35,600 645,250 40049110
Grupo Situr SA de CV Class B (b) 1,240,113 2,282,130 40049292
Grupo Televisa SA de CV:
ADR (c) 4,200 232,050 40049J10
Class L (b) 46,000 1,280,064 40049J92
Grupo Tribasa SA de CV sponsored
ADR (b) 119,500 2,225,688 40049F10
Herdez SA de CV Class A (b) 1,211,407 1,033,379 42799F22
Interceramicin SA de CV:
Class A-2 31,000 147,572 46399593
Class C (b) 4,000 19,808 46399592
Kimberly Clark de Mexico Class A (b) 302,000 4,631,309 49499392
Mexico Value Recovery (rights) (b) 2,537,000 25 59304893
Sanluis Corp. Ord., Series A-2 (b) 40,000 215,974 21987020
Sears Roebuck de Mexico SA de CV (b) 284,000 3,683,835 81240K92
Sears Roebuck de Mexico SA de CV
ADR representing Series B-1 (b) (c) 52,700 1,343,850 81240K10
Telefonos de Mexico SA sponsored ADR
representing share Ord Class L 177,200 9,701,700 87940378
Tolmex B2 SA (b) 743,000 8,189,613 94399492
Transport Maritima Mexico A (b) 69,000 628,275 94899592
Transport Maritima Mexico Class L (b) 36,000 355,399 94899593
Vitro SA (b) 367,000 2,157,442 92850292
121,034,886
PAKISTAN - 0.2%
Adamjee Insurance 36,000 263,824 00599492
Bank of Punjab (b) 25,500 70,928 79899A92
National Development Leasing Corp. 178,100 201,712 63599492
Pakistan State Oil 24,000 203,864 34799292
Pakistan Suzuki Motors (b) 26,000 54,131 43499A92
Pel Appliances Ltd. (b) 110,000 681,546 70599922
1,476,005
PANAMA - 0.5%
Banco Latino Americano Ex Class E 76,500 3,327,750 06199A92
Panamerican Beverages, Inc. Class A 18,700 607,750 69829W10
3,935,500
PHILIPPINES - 2.6%
Ayala Corp. Class B 315,800 396,683 05499092
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
PHILIPPINES - CONTINUED
Ayala Land, Inc. Class B 1,763,800 $ 1,919,156 05499392
Filinvest Land, Inc. Ord. (b) 1,782,000 480,124 31699J22
First Philippines Holdings Corp. 250,000 613,125 33699492
International Container Terminal Services 100,800 121,865 45999B92
JG Summit Holdings, Inc. B (b) 4,062,000 1,403,096 46615292
Meralco B (b) 491,240 4,963,307 58799A92
Metro Drug, Inc. Class B (b) 11,275,000 1,713,687 59699292
Philippine Long Distance Telephone Co. 110,400 7,024,200 71825210
San Miguel Corp. Class B 179,000 1,236,614 79908540
Sanitary Wares Manufacure Corp. (b) 3,000 995 81099792
19,872,852
PORTUGAL - 0.0%
CIN 5,000 148,159 17599592
Mague (Constru Metalom) 1,586 53,384 55999192
Unicer Uniao Cervejeira SA (b) 5,000 154,776 93399A93
356,319
SINGAPORE - 7.9%
ACMA Ltd. 417,000 3,417,603 00299392
Amtek Engineering Ltd. (b) 97,000 209,142 03299999
CWT Distribution Ltd. (b) 112,000 199,117 17999922
Chuan Hup Holdings Ltd. (b) 631,000 680,250 14899992
City Development 45,000 198,588 17799010
Compact Metal Industry Ltd. (b) 200,000 274,870 20499B22
DBS Land Ltd. 904,000 2,165,677 24399292
First Capital Corp. Ltd. 326,000 1,387,277 31999792
Focal Finance Ltd. (b) 74,000 194,074 34499B22
GK Goh Holdings Ltd. (b) 188,000 367,420 36199B22
Genting International 167,000 417,500 37245393
Haw Par Brothers International Ltd. 1,755,000 4,138,009 41998990
Hitachi Zosen Singapore Ltd. 1,761,000 2,253,710 43399A22
Hong Leong Finance Ltd. (b) 1,147,000 3,442,009 44999D22
Hong Leong Finance Ltd. (warrants) (b) 140,000 52,956 44999D23
Hour Glass Ltd. 800,000 847,312 44199E22
IPC Corp. Ltd. 88,000 102,635 46299E22
Informatics Holdings Ltd. (b) 1,430,000 1,532,588 45699D22
International Factors (b) 50,000 53,272 45999H22
Jurong Cement (b) 828,750 2,152,595 48299792
Jurong Engineering Ltd. 129,000 951,519 49499692
Kay Hian James Capel Holding (For. Reg.) 782,000 1,390,263 48699B22
Keppel Corporation Ltd. 630,000 3,971,759 49205199
Keppel Finance Ltd. 1,617,000 1,957,281 49299D22
Kim Eng Holdings Ltd. 3,149,000 6,710,141 49499D92
Liang Court Holdings Ltd. 1,400,000 1,253,308 52599A92
Lum Chang Holdings Ltd. (b) 82,000 108,044 54999F22
Overseas Union Bank Ltd. (For. Reg.) 332,000 1,674,442 68990192
Overseas Union Trust Ltd. 246,000 589,332 69499B22
PCI (Printed Circuits) Ltd. (b) 324,000 367,672 74399B92
Pacific Can Investment Holdings (b) 570,000 607,301 69499C22
Pentex Schweizer Circuits Ltd. 1,210,000 1,907,069 70999222
Sal Industrial Leasing Ltd. 605,000 659,849 81499792
San Teh Ltd. (b) 92,000 82,941 79999992
Sembawang Maritime Ltd. 379,500 1,794,382 81799592
Ssangyong Cement (Sing) Ltd. 623,000 1,437,510 75299093
Straits Steamship Land Ord. 1,300,000 2,950,454 86299292
Straits Trading Co. 600,000 1,286,094 86299592
Summa Investments Ltd. 591,000 447,109 93999C22
Tat Lee Finance Ltd. (b) 189,000 309,797 87699E22
Tibs Holdings 578,000 2,313,896 94999792
Tiger Medicals Ltd. 165,000 277,740 88699A22
Transmarco Ltd. 326,000 731,661 89499492
Van Der Horst Ltd. (b) 413,000 708,208 92099C22
Venture Manufacturing 498,000 1,117,692 92399992
Wing Tai Holdings Ltd. 430,000 1,073,508 97499392
60,765,576

SHARES VALUE (NOTE 1)
SRI LANKA - 0.2%
Aitken Spence & Co. Ltd. 100,000 $ 683,295 00999F22
Development Co. of Ceylon (DFCC) 50,666 415,491 25199C92
Distillery Co. of Sri Lanka 1,350,000 254,664 25499D92
1,353,450
TAIWAN (FREE CHINA) - 0.0%
Taiwan Fund, Inc. 11,400 287,850 87403610
THAILAND - 9.6%
Advanced Information Service :
(For. Reg.) 107,400 2,729,502 00799793
(Loc. Reg.) 50,100 1,486,787 00799792
Asia Fiber Co.:
(For. Reg.) 200,000 292,028 04499592
(Loc. Reg.) 178,500 260,635 04499593
Ayudhya Insurance Co. (Loc. Reg.) 124,800 1,310,056 05499592
Ban Pu Coal (For. Reg.) 343,800 3,201,926 06199593
Bangkok Land Co.:
(For. Reg.) 10,000 60,379 06199993
(Loc. Reg.) (b) 425,000 2,515,783 06199992
Bangkok Metropolitan Bank (L) 1,131,000 1,260,884 06199E22
Bank of Ayudhya (Loc. Reg.) 60 202 05999994
Banpu Coal (Loc. Reg.) 147,500 1,385,360 06199592
Christiani & Nielsen (For. Reg.) 28,400 239,842 17599692
Deves Insurance Co. Ltd. (Loc. Reg.) (b) 3,000 38,358 25299E22
Eastern Printing Co.:
(For. Reg.) 200,000 643,252 27699323
(Loc. Reg.) 400,000 1,286,504 27699322
Finance One Public Co.:
(For. Reg.) 15,000 161,010 31799E93
(Loc. Reg.) 57,500 530,979 31799E92
First Bangkok City Bank:
(For. Reg.) 830,000 745,166 31899D93
(Loc. Reg.) 115,000 103,246 31899D92
General Financial & Services
(Loc. Reg.) (b) 34,000 232,123 36999692
Industrial Finance Thai (For. Reg.) 994,000 2,137,846 45799896
International Broadcasting Corp.:
(For. Reg.) (b) 110,000 1,684,294 45999E93
(Loc. Reg.) (b) 82,000 1,255,564 45999E92
Juldis Development Co. (Loc. Reg.) (b) 620,500 4,089,325 48199A92
Krung Thai Bank:
(For. Reg.) 1,340,000 2,855,567 50599293
(Loc. Reg.) 1,917,000 4,501,250 50599292
Land & House:
(For. Reg.) 288,000 5,228,099 51499393
(Loc. Reg.) 34,400 624,467 51499392
MDX Co. Ltd.: 55699292
(For. Reg.) 70,000 497,237 55699293
(Loc. Reg.) 50,000 317,679 55699292
Matichon Newspaper Group (b) 10,000 116,811 60899793
Mutual Fund Co. Ltd. (Loc. Reg.) (b) 22,000 375,059 65499B22
NTS Steel Group Co. Ltd.:
(For. Reg.) 700,000 2,223,757 64999893
(Loc. Reg.) 410,000 1,302,488 64999892
National Finance & Securities Co.
(For. Reg.) 29,900 910,924 63199593
PTT Exploration & Production (b) 342,000 1,248,424 74099B22
Property Perfect Co. Ltd. (Loc. Reg.) (b) 57,800 862,210 74399F22
Quality Houses Co. Ltd. (Loc. Reg.) (b) 527,000 2,932,402 74799G22
Raimon Land Co. Ltd. (Loc. Reg.) (b) 168,400 963,615 75099823
Regional Container Lines (For. Reg.) 14,600 303,062 75899293
Renown Co. Ltd.:
(For. Reg.) 107,800 476,464 75999K23
(rights) (b) 107,800 433,923 75999K24
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
THAILAND - CONTINUED
S Khon Kaen Industries Co. Ltd. (b) 327,000 $ 1,354,974 56499F22
S&J International Enterprises
(Loc. Reg.) (b) 124,000 469,772 88499E92
SRI Thai Superware (Loc. Reg.) 20,000 175,217 84499892
Sammakorn Co. Ltd.:
(For. Reg.) (b) 22,000 345,541 79599F23
(Loc. Reg.) (b) 115,100 1,998,579 79599F22
Seafresh Industry (Thai) Co.
(Loc. Reg.) (b) 35,600 214,949 81199D22
Shinawatra Computer & Comm. Co.:
(For. Reg.) (b) 15,000 528,019 94799193
(Loc. Reg.) 16,600 584,341 94799192
Siam City Bank Ltd.:
(For. Reg.) 2,826,300 2,788,371 81199593
(Loc. Reg.) 232,500 213,323 81199592
Siam City Cement (Loc. Reg.) 334,000 2,346,173 82570799
Siam Commercial Bank (Loc. Reg.) 33,000 205,762 78851094
Strongpack Co. Ltd.:
(For. Reg.) 132,000 380,268 86399393
(Loc. Reg.) 100,000 288,082 86399392
Thai Granite Company Ltd.:
(For. Reg.) 180,000 838,201 95599A93
(Loc. Reg.) 156,700 834,827 95599A92
Thai Military Bank (For. Reg.) 410,000 1,488,554 90199989
Thai Modern Plastic Industry Co.:
(For. Reg.) 190,000 1,102,211 90699D93
(Loc. Reg.) (b) 46,800 271,492 90699D92
Thai Wah Food Products:
(For. Reg.) 126,800 385,303 93699B23
(Loc. Reg.) 90,100 273,784 93699B22
Tong Hua Daily News (Loc. Reg.) 196,500 709,540 92199D22
Union Bank of Bangkok Ltd. 1,000 29,519 90499K22
Union Mosaic Industries Ltd.:
(For. Reg.) 19,000 92,975 93199493
(Loc. Reg.) (b) 10,000 48,934 93199492
Unique Gas & Petrochemicals Co.:
(For. Reg.) (b) 60,000 743,489 47799523
(Loc. Reg.) 90,600 1,136,969 47799522
73,673,658
TURKEY - 0.2%
Adana Cimento (b) 106,425 58,502 00699B92
Cukurova Electrik AS (b) 85,000 72,007 22999192
Goodyear 91,500 136,078 68999992
Guney Biraciliu (b) 72,000 85,391 40299792
Maret 153,000 87,560 56899692
Teletas (b) 120,000 83,132 87999C92
Turk Demir Dokum (b) 77,333 85,893 90099A92
Turkiye Garanti Bankasi ADR (b) 140,000 1,006,600 90014810
1,615,163
UNITED KINGDOM - 0.2%
Cathay International Holdings PLC (b) 1,986,385 1,868,692 14999D22
VENEZUELA - 0.2%.
CA Venepal GDS Class B ADR (b) (c) 2,864 10,740 12477610
Corimon SA CA sponsored ADR 16,700 194,138 21872820
Electricidad de Caracas LA (b) 436,773 1,576,812 42799922
Venezolana de Prerreducidos Caroni
Venpreca CA GDR (c) 1,500 9,375 92264410
1,791,065
TOTAL COMMON STOCKS
(Cost $577,080,377) 683,982,754
CONVERTIBLE PREFERRED STOCKS - 0.3%
SHARES VALUE (NOTE 1)

HONG KONG - 0.1%
Amoy Properties Ltd. 5 1/2% (c) 1,000 $ 1,040,000 03189292
PHILIPPINES - 0.2%
Philippine Long Distance Telephone
1.4375 GDR representing 1 share
preferred, Series 2 (c) 38,800 1,396,800 71825250
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $1,999,100) 2,436,800
CORPORATE BONDS - 0.8%
PRINCIPAL
AMOUNT (A)
CONVERTIBLE BONDS - 0.6%
ARGENTINA - 0.0%.
Alpargatas SAIC 9%,
3/15/98 (c) - $ 20,000 $ 18,800 020545AA
INDIA - 0.3%
Essar Gujarat Ltd. 5 1/2%,
8/5/98 - 190,000 227,050 296994AA
Reliance Industries Ltd. 3 1/2%,
11/3/93 (c) - 1,000,000 1,062,500 759470AA
Scici Ltd. Euro 3 1/2%,
4/1/04 (c) - 870,000 950,475 79599KAA
2,240,025
MALAYSIA - 0.3%
Berjaya Singer Culs 6%,
9/1/98 - MYR 52,000 47,809 08499AAB
Berjaya Sport Culs 9%,
10/30/97 - MYR 1,260,000 2,021,127 08499EAB
2,068,936
SINGAPORE - 0.0%
Sembawang Maritime Ltd. Culs
1 1/2%, 12/31/98 - SGD 50,000 54,218 817995AC
TOTAL CONVERTIBLE BONDS 4,381,979
NONCONVERTIBLE BONDS - 0.2%
MALAYSIA - 0.0%
Berjaya Singer Culs 5%,
12/31/98 - MYR 130,000 38,908 08499AAA
MEXICO - 0.1%
Controladora Comercial Mexicana
SA de CV Euro 8 3/4%,
4/21/98 - 750,000 773,438 212996AA
Hylsa de CV 11%, 2/23/98 (c) - 200,000 215,000 449086AA
988,438
UNITED STATES OF AMERICA - 0.1%
PDV America, Inc. gtd. 7 7/8%,
8/1/03 Baa3 1,000,000 1,015,000 69329RAC
TOTAL NONCONVERTIBLE BONDS 2,042,346
TOTAL CORPORATE BONDS
(Cost $1,997,743) 6,424,325
GOVERNMENT OBLIGATIONS (E) - 0.9%
PRINCIPAL
AMOUNT (A)
ARGENTINA - 0.6%
Argentina Promissory Note
PDI 0% 5/26/06 (c) - $ 131,445 $ 107,292 0401149J
Argentina Republic:
BOCON 3 1/4%,
4/1/01 (d) B1 2,778,110 2,248,880
BOTE 2.08%, 5/31/96 (d) - 140,000 86,450
Brady:
4%, 3/31/23 (c)(d) - 264,000 174,900 0401149Y
Euro 4%, 3/31/23 (d) B1 3,000,000 1,987,500 039995AD
4,605,022
MEXICO - 0.3%
Mexican Adjustabonos 7 1/4%,
2/17/94 AA- MXN 150,000 66,211
Mexican Government Brady:
4.1875%, 12/31/19 (d) Ba3 250,000 216,562 597998QD
6 1/4%, 12/31/19 Ba3 1,000,000 812,500 597998PF
4.0781%, 12/31/19 (d) Ba3 500,000 433,125
4 1/4%,13/31/19 (d) Ba3 250,000 597998MN 216,562 597998NC
1,744,960
TOTAL GOVERNMENT OBLIGATIONS
(Cost $8,822,877) 6,349,982
COMMERICAL PAPER - 0.1%
MEXICO - 0.1%
Banco International Mexico 0%,
12/21/93 (Cost $599,529) MXN 1,915,000 598,330 282996AA
REPURCHASE AGREEMENTS - 8.5%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due 11/1/93 $65,338,113 65,322,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $655,821,626) $ 765,114,191
CURRENCY TYPE ABBREVIATIONS
MYR - Malaysian ringgit
MXN - Mexican peso
SGD - Singapore dollar
LEGEND
1. Principal amount is stated in United States dollars unless otherwise
noted.
2. Non-income producing
3. 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 $20,373,596 or 2.7% of net
assets.
4. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
5. 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 soverign credit of the issuing government.
6. Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investor Service, Inc.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities, during
the year ended October 31, 1993, aggregated $661,586,758 and $81,438,984,
respectively.
Brokerage commissions received by FBSI, an affiliate of the fund's
investment adviser, from portfolio transactions during the year ended
October 31, 1993, amounted to $12,982. (See Note 3 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $656,252,452. Net unrealized appreciation aggregated
$108,861,739 of which $115,539,315 related to appreciated investment
securities and $6,677,576 related to depreciated investment securities.
At September 30, 1993, the fund's fiscal tax year end, the fund had a
capital loss carryforward of approximately $2,182,000 which will expire on
October 31, 2001.
For the period, interest and dividends from foreign countries were
$2,260,656 or $0.05 per share. Taxes paid to foreign countries were
$204,613 or $0.004 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Aerospace and Defense 1.0%
Basic Industries 7.9
Conglomerates 3.2
Construction and Real Estate 16.2
Durables 3.7
Energy 3.2
Finance 17.3
Government Obligations 0.8
Health 0.2
Industrial Machinery and Equipment 3.5
Media and Leisure 8.1
Nondurables 5.1
Repurchase Agreements 8.8
Retail and Wholesale 3.2
Services 0.9
Technology 1.2
Transportation 5.2
Utilities 10.5
100.0%
EMERGING MARKETS
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $65,322,000) (cost $655,821,626) $ 765,114,191
(Notes 1 and 2) - See accompanying schedule

Cash 9,266

Receivable for investments sold 16,145,422

Receivable for fund shares sold 33,755,811

Dividends receivable 428,178

Interest receivable 109,711

Redemption fees receivable (Note 1) 20,142

Other receivables 11,017

TOTAL ASSETS 815,593,738

LIABILITIES

Payable for investments purchased $ 55,628,651

Payable for fund shares redeemed 1,197,571

Accrued management fee 370,510

Other payables and accrued expenses 659,862

TOTAL LIABILITIES 57,856,594

NET ASSETS $ 757,737,144

Net Assets consist of:

Paid in capital $ 648,276,854

Undistributed net investment income 628,805

Accumulated undistributed net realized gain (loss) on investments (461,080
)

Net unrealized appreciation (depreciation) on investment securities 109,292,565

NET ASSETS, for 46,823,174 shares outstanding $ 757,737,144

NET ASSET VALUE, offering price and redemption price per share ($757,737,144 (divided by) 46,823,174 shares) (Note 3)$16.18

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED OCTOBER 31, 1993

INVESTMENT INCOME $ 2,283,643
Dividends

Interest 1,369,719

Foreign exchange gain (loss) (Note 1) (67,170
)

3,586,192

Less foreign taxes withheld (204,613
)

TOTAL INCOME 3,381,579

EXPENSES

Management fee (Note 3) $ 1,111,793

Transfer agent fees (Note 3) 782,066

Redemption fees (Note 1) (5,446
)

Accounting fees and expenses 101,833
(Note 3)

Non-interested trustees' compensation 614

Custodian fees and expenses 359,309

Registration fees 365,579

Audit 34,220

Legal 349

Miscellaneous 599

TOTAL EXPENSES 2,750,916

NET INVESTMENT INCOME 630,663

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 2) (387,679
Net realized gain (loss) on investment securities )

Change in net unrealized appreciation (depreciation) on investment securities 109,236,178

NET GAIN (LOSS) 108,848,499

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 109,479,162

OTHER INFORMATION

Sales Charges paid to FDC $103,572
(Note 3)

Accounting fees paid to FSC $100,767
(Note 3)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

INCREASE (DECREASE) IN NET ASSETS YEAR ENDED YEAR ENDED

OCTOBER 31, OCTOBER 31,

1993 1992

Operations $ 630,663 $ 97,958

Net investment income

Net realized gain (loss) on investments (387,679 114,233

)

Change in net unrealized appreciation (depreciation) on investments 109,236,178 115,730

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 109,479,162 327,921

Distributions to shareholders from: (101,676 (49,363

Net investment income ) )

Net realized gain (191,171 (86,385

) )

Share transactions 671,166,140 13,639,021

Net proceeds from sales of shares

Reinvestment of distributions from: 96,558 48,678

Net investment income

Net realized gain 186,053 85,393

Cost of shares redeemed (36,857,488 (6,715,074

) )

Redemption fees (Note 1) 227,559 31,935

Net increase (decrease) in net assets resulting from share transactions 634,818,822 7,089,953

TOTAL INCREASE (DECREASE) IN NET ASSETS 744,005,137 7,282,126

NET ASSETS

Beginning of period 13,732,007 6,449,881

End of period (including undistributed net investment income of $628,805 and $99,818, respectively) $ 757,737,144$ 13,732,007

OTHER INFORMATION

Sold 48,273,320 1,230,089

Issued in reinvestment of distributions from: 9,072 4,815

Net investment income

Net realized gain 17,404 8,447

Redeemed (2,719,187 (621,150

) )

Net increase (decrease) 45,580,609 622,201

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

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
YEARS ENDED OCTOBER 31, NOVEMBER 1,
1990
(COMMENCEMENT
OF OPERATIONS) TO

SELECTED PER-SHARE DATA 1993 1992 OCTOBER 31, 1991

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

Income from Investment Operations

Net investment income .06* .08 .12

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

Total from investment
operations 5.34 .84 .42

Less Distributions

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

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

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

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

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

TOTAL RETURN (dagger) 49.58% 8.56% 4.41%(double dagger)
(double dagger)

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period
(000 omitted) $ 757,737 $ 13,732 $ 6,450

Ratio of expenses to average
net assets 1.91% 2.60% 2.60%(double dagger)
(double dagger)

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

Portfolio turnover rate 57% 159% 45%

(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
(double dagger) EXPENSES LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. TOTAL RETURNS WOULD HAVE BEEN
LOWER HAD THE LIMITATIONS NOT BEEN IN EFFECT.
* FOR THE PERIOD, NET INVESTMENT INCOME PER SHARE WAS CALCULATED USING AVERAGE SHARES OUTSTANDING.

</TABLE>

LATIN AMERICA
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Latin America
Fund has a 3% sales charge, which has been waived since the fund's start on
April 19, 1993 through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIOD ENDED LIFE OF
OCTOBER 31, 1993 FUND

Latin America 32.80%

Morgan Stanley Latin
America Free Index 23.14%

Average Latin America Fund 23.91%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case since the fund started on April 19, 1993.
You can compare the fund's figures to the performance of the Morgan Stanley
Latin America index, a broad measure of the performance of stocks in Latin
American markets weighted by each country's market capitalization (the
total value of the shares outstanding). You can also compare the fund's
performance to the average Latin American fund, which reflects the
performance of eight funds with similar objectives - in this case, a very
small peer group - tracked by Lipper Analytical Services. These benchmarks
include reinvested dividends and capital gains, if any, and exclude the
effects of sales charges.
ANNUALIZED TOTAL RETURNS
PERIOD ENDED LIFE OF
OCTOBER 31, 1993 FUND

Latin America 69.60%

Morgan Stanley Latin
America Free Index 47.35%

Average Latin American Fund 51.04%

Let's say you invested $10,000 in Fidelity Latin America Fund on its start
date. By October 31, 1993, it would have grown to $13,280 - a 32.80%
increase on your initial investment. That compares to $10,000 invested in
the Morgan Stanley Latin America index, which would have grown to $12,314
over the same period - a 23.14% increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
LATIN AMERICA
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Patti Satterthwaite,
Portfolio Manager of Fidelity Latin America Fund
Q. PATTI, HOW DID THE FUND PERFORM?
A. The fund's track record is quite short, so performance numbers to date
should be taken with a grain of salt. That said, the fund has done very
well so far. Its total return from the fund's start date on April 19, 1993
through October 31, 1993 was 32.80%. The fund outperformed its benchmark -
the Morgan Stanley Latin America index - by a comfortable margin. During
the six months from the end of April through the end of October, the fund's
total return was 33.60%, compared to 28.70% for the index and 23.90% for
the average Latin America fund, according to Lipper Analytical Services.
Q. WHAT BOOSTED PERFORMANCE OVER THE LAST SIX MONTHS?
A. There were two main factors. First, the fund averaged about a 20% stake
in Brazilian stocks throughout the period. All the Latin American stock
markets where the fund had investments rose sharply during the period but
Brazil was up the most, over 35% in the last six months. The theme in
Brazil is stabilization of the political and economic environment. About
half the fund's Brazilian investments were in state-sponsored monopolies
including Telebras, Petrobras and several electric utilities. All benefited
from a new policy, applied consistently throughout the year, to raise
tariffs above the inflation rate. As a result, profitability improved
dramatically and these stocks outperformed the index considerably.
Q. AND THE SECOND FACTOR?
A. Second was simply good stock selection in Mexico. Inflation in Mexico
has receded to international levels, and the theme there is growth. Mexican
stocks accounted for more than one-third of the fund's total investments
during the period. The fund's largest position was Cemex, a cement producer
with a 60% market share in Mexico. Cemex's stock suffered after the company
made a large investment in Spain, and investors signaled their disapproval.
But the company subsequently came through on earnings projections and the
stock recovered nicely. Cemex was up more than 40% during the period,
compared to the index return in Mexico of 6.9%.
Q. ARGENTINA ACCOUNTED FOR ABOUT 11% OF THE FUND'S STOCK INVESTMENTS AT THE
END OF THE PERIOD. WHAT'S THE THEME THERE?
A. In Argentina, the basket of stocks is not nearly as large as it is in
Mexico or Brazil, but it's growing. If there's a theme, it's privatization.
Where we're seeing the strongest, most consistent earnings growth in
Argentina is among former state-run companies that are just now opening up
to private investors. Chief among them is YPF, the recently privatized
Argentine oil company. Although it still has a big cost-cutting job ahead
of it, production is increasing and the stock looks cheap compared to other
international oil companies.
Q. WHEN YOU LOOK AT THE BIG PICTURE, WHAT WOULD YOU SAY IS THE CASE FOR
INVESTING IN LATIN AMERICA?
A. We've seen progress on so many fronts in Latin America, all of which
contributes to a favorable investment environment. The big themes include
growing political stability, real progress in reducing deficits, increasing
privatization of industry, deregulation, reduction of trade barriers, and a
return to economic growth accompanied by lower inflation. All this has
taken place, I should stress, against a background of extreme volatility in
the financial markets. One example will suffice. Last year in Brazil, when
President Collor was charged with corruption and was impeached, the stock
market plunged over 50%, and Telebras - a large position - lost 60%. The
market and Telebras later recovered, but the lesson is obvious: you need
patience, a long-term view and a pretty high tolerance for risk to invest
in these markets.
Q. DO YOU WORRY ABOUT CURRENCY RISK?
A. Most Latin American currencies are tied to the U.S. dollar. In practical
terms, that means that price swings of the kind that daily affect the value
of European investments are not nearly as big an issue in Latin America. On
the other hand, there is always the possibility of a sharp, one-time
devaluation, which can happen in times of economic instability. The key to
anticipating that kind of event is keeping tabs on what the locals are
doing with their money. If they're taking money out of the country, then a
devaluation could be in the offing. But all we've seen during the last
three years is money flowing back into these countries, with people buying
real assets: banks, telephone companies, that sort of thing. Unless that
trend reverses, currency devaluations are not among my major worries with
this fund.
Q. WHAT DO YOU WORRY ABOUT?
A. That one day some of these countries will decide they've had enough
reform, and conditions revert to those that prevailed during the late 1970s
and '80s. Reform - both economic and political - is the crux of the
positive story in Latin America. If that should ever change - and change
can happen fast in Latin America - the outlook changes with it. That said,
I see little on the horizon to suggest that the course of reform is
threatened.
Q. WHAT'S YOUR OUTLOOK?
A. Long term, I'm very positive. Nearly all the countries in the region
have been growing at a pace not seen since the 1960s. And given the
favorable investment climate, I would expect growth to continue. Short
term, however, shareholders should expect more of the same in terms of
volatility. During the fall, most markets swung sharply up and down with
the shifting outlook for the North American Free Trade Agreement (NAFTA).
Nafta's passage, which occurred after the end of the period, is a big
positive for the whole region, not just Mexico. Most South American
countries view it as the first step toward liberalizing trade with them,
too. Still, volatility should be the norm going forward, not the exception.
Looking ahead, most countries in the region have major elections scheduled
within the next year - except in Argentina, where the election is not until
1995 - and those, too, will likely cause some short-term blips in the
market. If so, investors will do well to remember the lesson of the NAFTA
debate. To me, that's simply that short-term swings in mood and market
psychology should not obscure the basic outlook for the market, which
remains positive.

FUND FACTS
GOAL: to increase the value of the fund's shares
by investing mainly in Latin American stocks
and, to a lesser extent, bonds
START DATE: April 19, 1993
SIZE: as of October 31, 1993, over $342 million
MANAGER: Patti Satterthwaite, since April 1993;
assistant manager, Latin American portion of
Fidelity Emerging Markets Fund, since 1990;
securities and Latin American analyst,
1986-1990
(checkmark)
PATTI SATTERTHWAITE ON INVESTING IN LATIN AMERICA:
"Latin America is a formidable region with dynamic
prospects. The potential rewards for investors are
enormous, thanks to the positive political and
economic environment, the move toward free-market
reforms, and current high rates of economic growth.
Market inefficiencies - including lower financial
reporting standards, less legal protection, complicated
settlement procedures, and restrictions on foreign
investment - can result sometimes in added volatility,
but also added opportunity. That said, emerging
market investing is not without its hazards, and is
typically not for the faint of heart. A long-term view, a
good tolerance for risk, and patience are absolute
essentials for investing in these kinds of markets."
(bullet) Nearly 26% of the fund was invested in cash and
bonds at the end of October. That was an unusually
high percentage, due mainly to the fact that the fund
was new and growing fast. Going forward, I expect the
fund to focus more heavily on stocks.
(bullet) To the extent it invested in bonds, the fund
emphasized Argentine Brady bonds, which are
denominated in U.S. dollars and therefore have no
currency risk.
(bullet) Among the sectors favored by the fund were utilities,
15.5%; finance, 12.8%; and nondurables, including
food and beverages, 10.8%. The last is a play on
improving demographics, pointing toward higher
per-capita consumption.
(bullet) Unlike utilities in the developed world, which are
attractive mainly for their dividend yields, utilities in
Latin America tend to be growth stocks. Earnings
growth occurs as countries commit to improving
components of their infrastructures, including
electrical and telephone lines.
DISTRIBUTIONS
The Board of Trustees of Fidelity Latin America Fund
voted to pay on December 13, 1993, to shareholders
of record at the opening of business on December 10,
1993, a distribution of $.05 derived from capital gains
realized from sales of portfolio securities and a
dividend of $.05 from net investment income.
LATIN AMERICA
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993

Row: 1, Col: 1, Value: 44.6
Row: 1, Col: 2, Value: 4.9
Row: 1, Col: 3, Value: 2.9
Row: 1, Col: 4, Value: 2.1
Row: 1, Col: 5, Value: 4.4
Row: 1, Col: 6, Value: 18.9
Row: 1, Col: 7, Value: 22.2
Argentina 22.2%
Mexico 44.6%
Brazil 18.9%
Chile 4.4%
Cash 4.9%
United States 2.1%
Other 2.9%
AS OF APRIL 30, 1993

Argentina 8.4%
Row: 1, Col: 1, Value: 43.5
Row: 1, Col: 2, Value: 28.3
Row: 1, Col: 3, Value: 4.4
Row: 1, Col: 4, Value: 15.4
Row: 1, Col: 5, Value: 8.4
Brazil 15.4%
Mexico 43.5%
Other 4.4%
Cash 28.3%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 73.7 47.9

Bonds 19.1 23.8

Short-term and
other investments 7.2 28.3

TOP TEN STOCKS

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% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Cemex SA, Series B
(Mexico, Building Materials) 4.0 1.7

Grupo Carso SA de CV Class A-1 (Mexico, Conglomerates)
3.8 1.2

Telefonos de Mexico SA sponsored ADR representing share Ord. Class L (Mexico, Telephone Services)

3.2 -

YPF Sociedad Anonima sponsored ADR representing Class D shares (Argentina, Oil & Gas)

2.7 -

Cifra SA Class C
(Mexico, General Merchandise Stores)
2.4 1.5

Tolmex B2 SA
(Mexico, Building Materials) 2.2 2.0

Grupo Financiero Bancomer SA de CV sponsored ADR, Series C
(Mexico, Banks)
2.1 1.7

Sears Roebuck de Mexico SA
(Mexico, General Merchandise Stores)
2.0 0.9

Cementos Apasco SA de CV Class A
(Mexico, Building Materials) 1.9 2.2

Telecom Argentina Stet France Class B (Argentina, Telephone Services)
1.8 -

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TOP TEN INDUSTRIES
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Utilities 15.5 7.0

Finance 12.8 8.7

Nondurables 10.8 7.3

Construction & Real Estate 9.4 8.0

Basic Industries 9.1 8.1

Retail & Wholesale 7.4 3.5

Energy 4.5 0.9

Conglomerates 4.0 1.2

Durables 3.8 10.6

Media & Leisure 2.6 1.0

LATIN AMERICA
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 73.7%
SHARES VALUE (NOTE 1)
ARGENTINA - 11.1%
Bagley Y Cia Ltd. SA (b) 436,240 $ 1,942,140 05699C22
Banco de Galicia Y Buenos Aires SA
sponsored ADR representing Class B
shares New (b) 120,500 3,886,125 05953820
Banco Frances Del Rio PL (Reg.) 241,072 2,387,688 21199692
Buenos Aires Embotelladora sponsored
ADR 49,800 1,836,375 11942420
Commercial Del Plata (b) 478,890 3,075,858 20199392
Molinos Rio de La Plata (Reg.) 168,955 1,960,760 60899C22
Perez Companc Class B (b) 600,800 3,720,629 71399723
Telecom Argentina Stet France
Class B (b) 1,406,900 6,305,754 90899992
Telefonica Argentina Class B (b) 866,500 4,577,182 87999D92
YPF Sociedad Anonima sponsored ADR
representing Class D shares 344,800 9,438,900 98424510
39,131,411
BRAZIL - 15.2%
Bradesco PN 124,974,039 3,304,314 10599992
Brahma (Cia Cervejaria) PN:
New 887,454 170,808 15799496
ON (warrants 9/30/96) (b) 1,510,428 25,436 15799494
(Pfd. Reg.) Class B 14,342,000 2,760,405 15799492
(warrants 9/30/96) (b) 117,827 4,388 15799498
Brasmotor PN 18,674,000 3,241,246 10599892
Celedsc PN B Ord. (b) 5,551,000 2,775,556 15199E22
Comp Paulista de Forca Luz Ord. 49,773,597 1,802,302 20499922
Comp Vale Do Rao Doce PN Ord. (b) 12,300,000 876,621 20499792
Compania Siderurgica Nacional (b) 258,990,000 5,060,665 24499523
Copene Petro Do Nordeste SA (b) 1,230,000 300,440 21799722
Coteminas PN 12,531,000 2,016,489 22199692
Duratex Corp. PN 19,017,000 866,795 26699493
Eletrobras PN B 4,087,200 563,747 69699993
Eletrobras ON (b) 2,100,000 294,483 69699998
Itaubanco PN (Pfd. Reg.) 4,860,000 2,122,780 46599A92
Light (Servicos de Electric) SA Ord. 11,315,000 2,860,658 53299892
Marco Polo PN Ord. B 4,052,000 605,480 56699692
Petrobras PN (Pfd. Reg.) 42,933,000 3,108,986 71699794
Souza Cruz Industria Comerico (b) 9,300 66,175
Telebras ON 96,050,000 2,566,890 95499795
Telebras PN (Pfd. Reg.) 196,985,000 6,277,571 95499792
Telepar 4,062,000 1,080,654 87999F22
Telepar (rights) (b) 36,558 315 87999F24
Telesp PN (Pfd. Reg.) 19,115,000 5,932,327 87999B93
Telesp (Telecom de Sao Paulo) 290,000 78,335 87999B98
Unibanco (Banco de Inv. Brazil)
(Pfd. Reg.) 754,000 41,168 90599A93
Unibanco PN Class A 17,026,000 949,164 90599A92
Usiminas PN (Pfd. Reg.) 5,111,388,000 2,878,870 97199693
Vidraria Santa Marina, CIA 179,600 701,895 92699992
53,334,963
CHILE - 4.4%
Chile Fund, Inc. 1,156 38,871 16883410
Comp Cervecerias Unidas SA ADR 242,900 6,042,138 20442910
Compania de Telefonos de Chile SA
sponsored ADR 27,500 2,464,688 20444920
Enersis SA sponsored ADR (b) 102,300 2,097,150 29274F10
Madeco SA ADR (b) 84,800 1,759,600 55630410
Maderas Y Sinteticos Sociedad Anonima
Masisa sponsored ADR (b) 70,700 1,272,600 55646510
Soc Quimica Y Minera de Chile
ADR (b) 60,500 1,656,188 83363510
15,331,235

SHARES VALUE (NOTE 1)
MEXICO - 41.4%
Banacci SA de CV:
Class B (b) 155,000 $ 836,901 06399896
Class C 699,600 4,313,825 06399893
Cementos Apasco SA de CV Class A 970,500 6,542,244 15299392
Cemex SA, Series B (b) 601,600 13,934,956 15299293
Cifra SA Class C (b) 3,445,000 8,254,792 17178594
Coca-Cola Femsa SA de CV sponsored
ADR 5,000 140,000 19124110
Controladora Commercial Mexicana SA
B-1 (b) 1,788,400 3,576,800 21299692
Desc (Soc. De Fomento Indus.) Class B 1,121,000 5,354,300 25299692
Emvasa Del Valle de Enah Ord. (b) 1,786,000 6,219,620 29299E22
Farmacia Benevides SA de CV Ord. (b) 911,600 4,135,692 31299422
Fomento Economico Mexicano SA B 1,045,000 5,375,240 34441892
Fondo Opcion SA de CV Class 2,
Series B 142,000 332,090 34499892
Grupo Carso SA de CV Class A-1 1,716,600 13,217,270 40099594
Grupo Cementos Chihuahua B (b) 40,000 33,866 41599092
Grupo Dina (Consorcio G) ADR (b) 253,400 5,321,400 21030610
Grupo Embotellador de Mexico
Class B (b) 80,500 1,167,636 40048J94
Grupo Financiero Bancomer SA de CV:
Class B (b) 705,000 851,406 40048694
sponsored ADR, Series C (d) 252,200 7,376,850 40048610
Grupo Industrial Bimbo `2' (b) 271,000 2,164,537 60899994
Grupo Industrial Maseca SA de CV:
ADR (d) 86,000 1,505,000 40048830
Class B 1,460,900 1,726,944 57899894
Grupo Posadas SA de CV Ord. (b) 450,000 329,233 40048993
Grupo Radio Centro SA de CV
sponsored ADR (b) 125,400 2,272,875 40049C10
Grupo Sidek B Free shares 1,450,200 3,613,913 40099F22
Grupo Simec SA de CV ADR (b) 60,400 1,094,750 40049110
Grupo Situr SA de CV Class B (b) 1,928,745 3,549,384 40049292
Grupo Televisa SA de CV:
ADR (d) 10,300 569,075 40049J10
Class L (b) 63,500 1,767,045 40049J92
Grupo Tribasa SA de CV sponsored
ADR (b) 159,700 2,974,413 40049F10
Herdez SA de CV Class A 1,545,900 1,318,707 42799F22
Interceramic SA de CV Class A-2 8,000 38,083 46399593
Kimberly Clark de Mexico Class A (b) 288,700 4,427,347 49499392
Mavesa SA ADR (d) 150,000 1,224,000
Sanluis Corp. Ord., Series A-2 (b) 148,000 799,105 21987020
Sears Roebuck de Mexico SA (b) 549,000 7,121,216 81240K92
Servicios Financieros Quadrum SA
sponsored ADR (b) 8,200 186,550 81763810
Tablex SA de CV II 131,395 298,052 88399G22
Telefonos de Mexico SA sponsored ADR
representing share Ord. Class L 205,700 11,262,075 87940378
Tolmex B2 SA (b) 713,400 7,863,357 94399492
Transport Maritima Mexicana A (b) 104,500 951,517 94899592
Transport Maritima Mexicana
Class L (b) 16,000 157,955 94899593
Vitro SA (b) 212,000 1,299,168 92850292
145,499,189
PANAMA - 1.3%
Banco Latinoamericano de Exportaciones,
SA Class E 69,100 3,005,850 06199A92
Panamerican Beverages, Inc. Class A 49,800 1,618,500 69829W10
4,624,350
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
VENEZUELA - 0.3%
Corimon SA CA sponsored ADR 8,300 $ 96,488 21872820
Electricidad de Caracas LA (b) 213,333 770,162 42799922
866,650
TOTAL COMMON STOCKS
(Cost $231,884,440) 258,787,798
CORPORATE BONDS - 4.5%
MOODY'S RATINGS PRINCIPAL
(UNAUDITED) AMOUNT (A)
CONVERTIBLE BONDS - 0.2%
ARGENTINA - 0.0%
Alpargatas SAIC 9%,
3/15/98 (d) - $ 50,000 47,000 020545AA
PHILIPPINES - 0.2%
ICTS, Inc. unsecured 6%,
2/19/00 (d) - 400,000 548,000 459360AA
TOTAL CONVERTIBLE BONDS 595,000
NONCONVERTIBLE BONDS - 4.3%
ARGENTINA - 0.6%
Acindar Euro 9 1/2%,
10/23/95 - 250,000 250,625 0045149G
Alpargatas SA 9%,
3/15/98 - 1,225,000 1,151,500 0205459A
Invertrad SA 9 1/4%,
10/14/94 - 540,000 539,325 46127RAA
Petrolera Argentina San Jorge
SA Euro 11%, 2/9/98 250,000 262,500 71654P9A
2,203,950
BRAZIL - 0.8%
Banco Estado Minas Gerais
10%, 1/15/96 - 500,000 505,000 139996AA
Telebras 17 1/2%,
7/1/05 - BRC 132,857,816 2,477,758 954997AE
2,982,758
MEXICO - 2.5%
Bancomer SA 9%,
6/1/00 (d) - 500,000 536,250 059682AA
Cemex SA 8 7/8%,
6/10/98 (d) Ba2 1,000,000 1,048,750 151290AG
Citibank Mexico Euro
13.6087%, 6/25/94 - 100,000 104,750 17699AAF
Controladora Comercial
Mexicana SA de CV Euro
8 3/4%, 4/21/98 - 450,000 464,063 212996AA
First Mexican Acceptance Corp.
Euro 10 3/4%, 9/15/96 - 500,000 519,220 321998AA
Grupo Dina (Consorcio G)
10 1/2%, 11/18/97 (d) - 150,000 162,750 210996AA
Grupo Embotellador de Mexico
Euro 10 3/4%, 11/19/97 Ba2 220,000 240,900 40048J9A
Grupo Imsa SA de CV Euro
8 3/4%, 7/7/98 (d) - 250,000 255,000 40048TAA

PRINCIPAL
AMOUNT (A)

Hylsa de CV:
Euro 11%, 2/23/98 - $ 100,000 $ 107,500 4490869A
11%, 2/23/98 (d) - 50,000 53,750 449086AA
Nacional Financiera SNC
10 5/8%, 11/22/01 Ba2 1,000,000 1,160,000 6295989S
Offshore Mexican Bond Ltd.
secured 0%, 7/20/94 (d) - 2,000,000 2,340,000 676257AA
Transport Maritima Mexicana:
8 1/2%, 10/15/00 - 500,000 497,500 893868AB
9 1/4%, 5/12/03 - 1,250,000 1,265,625 893868AA
8,756,058
VENEZUELA - 0.4%
Bariven SA gtd. Euro 10 5/8%,
3/17/02 Ba1 1,250,000 1,353,125 067593AD
TOTAL NONCONVERTIBLE BONDS 15,295,891
TOTAL CORPORATE BONDS
(Cost $15,546,277) 15,890,891
GOVERNMENT OBLIGATIONS (C) - 14.6%
ARGENTINA - 10.4%
Argentina Republic (e):
BOCON:
0.40%, 4/1/01 - 6,126,500 4,226,737 039995AH
3 1/4%, 4/1/01 B1 18,221,253 14,750,104 039995AF
3.1875%, 9/1/02 - 13,186,384 9,850,229 039995AM
3.1875%, 4/1/07 B1 2,777,763 1,916,379 039995AQ
BOTE:
3.19%, 4/1/96 - 40,000 27,400 0401149N
3.19%, 4/3/00 - 100,000 91,500 0401149W
Brady:
Euro 4%, 3/31/23 B1 7,500,000 4,968,750 039995AD
4%, 3/31/23 (d) - 250,000 165,625 0401149Y
Euro 4 1/4%, 3/31/05 B1 500,000 410,000 039995AK
4 1/4%, 3/31/05 (d) B1 250,000 204,062 039995AG
36,610,786
BRAZIL - 2.8%
Brazil Federative Republic IDU
Euro 8 3/4%, 1/1/01 (e) B2 12,250,000 9,769,375 1057569E
MEXICO - 0.8%
Mexican Government:
Aztec Euro 5.0156%,
3/31/08 (e) Ba3 250,000 238,437 597998ND
Brady 6 1/4%,
12/31/19 Ba3 2,750,000 2,234,375 597998PF
Cetes 0%, 12/2/93 - 737,660 232,806 597998RC
2,705,618
MOROCCO - 0.2%
Morocco Trust 4.3125%,
1/3/09 (d)(e) - 750,000 602,812 617727AA
NIGERIA - 0.3%
Nigeria Brady 5 1/2%,
11/15/20 - 1,750,000 1,082,812 997999AC
GOVERNMENT OBLIGATIONS (C) - CONTINUED
PRINCIPAL
AMOUNT (A)
VENEZUELA - 0.1%
Venezuela Republic yankee
9%, 5/27/96 - $ 250,000 $ 258,125 9226469E
TOTAL GOVERNMENT OBLIGATIONS
(Cost $47,327,733) 51,029,528
OTHER SECURITIES - 2.3%
INDEXED SECURITIES - 2.1%
UNITED STATES OF AMERICA - 2.1%
Morgan Guaranty Trust Co.
cert. of dep.:
0%, 3/14/94 (indexed to
the change in yield on
Argentine Par Bonds) 2,313,799 2,991,742 61799KAA
8.816%, 3/16/94 (indexed
to the change in yield on
Mexican Par Bonds) 3,295,000 3,983,550
0%, 8/22/94 (indexed to
$481 par of Westport
Investments Ltd. sr. notes,
collateralized by Mexican
govt. securities, per
$100 par) 500,323 452,250 61799FAF
7,427,542
PURCHASED BANK DEBT - 0.2%
COLOMBIA - 0.2%
Republic of Colombia amortizing
loan participation (e):
7%, 3/15/94 300,082 296,331 1953259C
6 3/8%, 1/31/98 444,116 420,800 1953259E
717,131
TOTAL OTHER SECURITIES
(Cost $6,722,482) 8,144,673
REPURCHASE AGREEMENTS - 4.9%
MATURITY
AMOUNT
Investments in repurchase agreements,
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due11/1/93 $ 17,248,254 17,244,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $318,724,932) $ 351,096,890
CURRENCY TYPE ABBREVIATIONS
BRC - Brazilian cruzeiro
LEGEND
1. Principal amount is stated in United States dollars unless otherwise
noted.
2. Non-income producing
3. 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.
4. 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 $16,638,924 or 4.9% of net
assets.
5. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investments for the period ended is as follows (ratings are unaudited):
MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 0.0% AAA, AA, A 0.0%
Baa 0.0% BBB 0.0%
Ba 2.3% BB 2.0%
B 9.6% 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 7.0%.
Purchases and sales of securities, other than short-term securities, during
the year ended October 31, 1993, aggregated $337,461,098 and $46,409,975,
respectively.
Brokerage commissions received by FBSI, an affiliate of the fund's
investment adviser, from portfolio transactions during the year ended
October 31, 1993, amounted to $15,080. (See Note 3 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $318,837,895. Net unrealized appreciation aggregated
$32,258,995, of which $35,974,365 related to appreciated investment
securities and $3,715,370 related to depreciated investment securities.
For the period, interest and dividends from foreign countries were
$1,539,993 or $0.06 per share. Taxes paid to foreign countries were $38,899
or $0.002 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Basic Industries 9.1%
Conglomerates 4.0
Construction and Real Estate 9.4
Durables 3.8
Energy 4.5
Finance 12.8
Government Obligations 14.4
Media and Leisure 2.6
Nondurables 10.8
Repurchase Agreements 4.9
Retail and Wholesale 7.4
Transportation 0.8
Utilities 15.5
100.0%
LATIN AMERICA
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

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OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $17,244,000) (cost $318,724,932) (Note $ 351,096,890
1) - See accompanying schedule

Receivable for investments sold 4,291,242

Receivable for fund shares sold 7,680,021

Dividends receivable 39,491

Interest receivable 1,259,929

Redemption fees receivable (Note 1) 35,712

Other receivables 549,980

TOTAL ASSETS 364,953,265

LIABILITIES

Payable to custodian bank $ 4,786,093

Payable for investments purchased 10,541,426

Payable for fund shares redeemed 6,199,602

Accrued management fee 192,456

Other payables and accrued expenses 300,056

TOTAL LIABILITIES 22,019,633

NET ASSETS $ 342,933,632

Net Assets consist of:

Paid in capital $ 307,933,483

Undistributed net investment income 750,722

Accumulated undistributed net realized gain (loss) on investments 1,877,469

Net unrealized appreciation (depreciation) on investment securities 32,371,958

NET ASSETS, for 25,830,743 shares outstanding $ 342,933,632

NET ASSET VALUE, offering price and redemption price per share ($342,933,632 (divided by) 25,830,743 shares) (Note 3)$13.28

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STATEMENT OF OPERATIONS

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APRIL 19, 1993 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1993

INVESTMENT INCOME $ 419,418
Dividends

Interest 1,580,934

2,000,352

Less foreign taxes withheld (Note 1) (38,899
)

TOTAL INCOME 1,961,453

EXPENSES

Management fee (Note 3) $ 479,545

Transfer agent fees (Note 3) 351,593
Fees

Redemption fees (13,384
)

Accounting fees and expenses 44,853
(Note 3)

Non-interested trustees' 218
compensation

Custodian fees and expenses 131,633

Registration fees 194,016

Audit 21,957

Miscellaneous 300

TOTAL EXPENSES 1,210,731

NET INVESTMENT INCOME 750,722

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1) 1,877,469
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) on investment securities 32,371,958

NET GAIN (LOSS) 34,249,427

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 35,000,149

OTHER INFORMATION $ 44,467
Accounting fees paid to FSC (Note 3)

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C>
APRIL 19, 1993
(COMMENCEMEN
T
OF OPERATIONS)
TO
OCTOBER 31,
1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 750,722
Net investment income

Net realized gain (loss) on investments 1,877,469

Change in net unrealized appreciation (depreciation) on investments 32,371,958

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 35,000,149

Share transactions 360,615,904
Net proceeds from sales of shares

Cost of shares redeemed (53,208,347
)

Redemption fees (Note 1) 525,926

Net increase (decrease) in net assets resulting from share transactions 307,933,483

TOTAL INCREASE (DECREASE) IN NET ASSETS 342,933,632

NET ASSETS

Beginning of period -

End of period (including undistributed net investment income of $750,722) $ 342,933,632

OTHER INFORMATION
Shares

Sold 30,145,557

Redeemed (4,314,814
)

Net increase (decrease) 25,830,743

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C>
APRIL 19, 1993
(COMMENCEMEN
T
OF OPERATIONS)
TO
OCTOBER 31,
1993

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.00

Income from Investment Operations

Net investment income .03

Net realized and unrealized gain (loss) on investments 3.23

Total from investment operations 3.26

Redemption fees added to paid in capital .02

Net asset value, end of period $ 13.28

TOTAL RETURN(dagger) 32.80%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 342,934

Ratio of expenses to average net assets 1.94%*

Ratio of net investment income to average net assets 1.21%*

Portfolio turnover rate 72%*

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

</TABLE>

SOUTHEAST ASIA
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Southeast Asia
Fund has a 3% sales charge, which has been waived since the fund's start on
April 19, 1993 through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIOD ENDED LIFE OF
OCTOBER 31, 1993 FUND

Southeast Asia 32.40%

Morgan Stanley Far East ex-Japan Free Index 42.39%

Average Pacific Region Fund n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case since the fund started on April 19, 1993.
You can compare the fund's figures to the performance of the Morgan Stanley
Far East ex-Japan Free index, a broad measure of the performance of stocks
in the Far East region, excluding Japan. The index is weighted by each
country's market capitalization or the total value of its outstanding
shares. You can also compare the fund's performance to the average Pacific
region fund which reflects the performance of 33 funds with similar
objectives tracked by Lipper Analytical Services. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effects of
sales charges.
ANNUALIZED TOTAL RETURNS
PERIOD ENDED LIFE OF
OCTOBER 31, 1993 FUND

Southeast Asia 68.65%

Morgan Stanley Far East ex-Japan Free Index 93.12%

Average Pacific Region Fund n/a

AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year. Since the fund is less than a year old, the return is an
annualized number.
$10,000 OVER LIFE OF FUND
Southeast Asia (351) MS EMF Combined Far East ex Japan Index
04/19/93 10000.00 10000.00
04/30/93 9950.00 10378.31
05/31/93 10390.00 10975.91
06/30/93 10140.00 10687.54
07/31/93 10130.00 10760.98
08/31/93 10870.00 11661.43
09/30/93 11210.00 12024.42
10/31/93 13240.00 14239.20
Let's say you invested $10,000 in Fidelity Southeast Asia Fund on its start
date. By October 31, 1993, it would have grown to $13,240 - a 32.40%
increase on your initial investment. That compares to $10,000 invested in
the Morgan Stanley Far East ex-Japan Free index, which would have grown to
$14,239 over the same period - a 42.39% increase.

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. For these reasons
an international fund's performance may be
more volatile than a fund that invests
exclusively in the United States.
(checkmark)
SOUTHEAST ASIA
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Allan Liu,
Portfolio Manager of Fidelity Southeast Asia Fund
Q. ALLAN, HOW DO YOU RATE THE FUND'S FIRST SIX MONTHS?
A. I'm relatively happy so far. The fund began trading April 19 and, as of
October 31, 1993, it had earned a total return of 32.40%. For the six
months beginning April 30, it had a return of 33.07%. That was behind the
Morgan Stanley Far East ex-Japan Free index, which had a return of 37.20%
for the same six-month period. But it was ahead of the average Pacific
region fund, which returned 22.87%, according to Lipper Analytical
Services.
Q. WHAT IN PARTICULAR DROVE THE FUND'S PERFORMANCE?
A. The fund benefited from the general upward trend in the region's
markets. Driving stock prices higher were the many new investors who came
hoping to profit from the area's fast-growing economies. In particular, the
fund's focus on infrastructure-related companies and financial firms helped
performance. Infrastructure spending, for example, has been a major factor
in economic growth in the region. At the end of October, I had 20.5% of the
fund in construction and real estate companies. One company that prospered
over the last six months was United Engineers, which owns a 50% stake in
the major toll roads in Malaysia.
Q. WHAT ELSE?
A. Another boost to the fund's returns came from its 12% stake in banking ,
companies such as Hong Kong and Shanghai Bank. These stocks did well due in
part to low interest rates and fast economic growth. Unlike U.S. banks -
where profit margins have been squeezed by competition, the banking
industry in Southeast Asia has an understanding not to compete aggressively
on price. For Thai banks, the proportion of revenue from fees is still low,
so there remains good growth potential. Finally, telecommunications stocks
- - about 5% of the fund's investments - rose a lot in the last six months.
One of the fund's top-10 investments was Philippine Long Distance, the
least expensive phone company stock in the region.
Q. SO WHAT HELD THE FUND BACK AND CAUSED IT TO LAG THE INDEX?
A. Primarily the huge inflow of money that came into the fund in a short
period, which made it difficult to keep the fund as fully invested as I
would have liked. The second reason had to do with legal restrictions,
which prevented the fund from owning too many illiquid shares. To be more
specific, in Malaysia, I must physically deliver shares I'm buying to the
registrar in order to change ownership. The process takes six to eight
weeks. During this period, the shares are considered illiquid. I wanted to
own Malaysian companies at about the same proportion as the index - about
22% - but I was held to about 15%. Since the Malaysian market was up about
43% over the last six months, that hurt the fund during the period. But I
think that, fairly quickly, I may be able to increase the fund's stake to
about 20% as more shares come out of registration, so it shouldn't continue
to be as much of a problem.
Q. WHAT ABOUT THE RESTRICTIONS IN KOREA?
A. It's true that there's a restriction in the form of a 10% ceiling on
foreign ownership, which has been a bit of a headache. But, so far, I've
been able to find attractive stocks of companies whose foreign ownership
limit hasn't been reached. At the end of October, I was actually
overweighted in Korea, at about 10% of the fund, compared with the index
weighting of 4%. That's because the Korean economy has shown some signs of
improvement and I'm hoping for some turnarounds there.
Q. SO WHERE HAVE YOU FOUND THE BEST OPPORTUNITIES?
A. Certainly in Malaysia, where the economy is growing at 8%, inflation
stands at 3% and their trade surplus is growing. With a general election
planned next year, I anticipate more government incentives for the private
sector. In fact, I wouldn't be surprised if Malaysian stocks moved from
third to second place in my portfolio. Malaysian Resources, which has
strong political backing to take part in infrastructure projects like power
plants, has been one of my favorites.
Q. WHERE ELSE?
A. In Hong Kong, companies are uniquely positioned to take advantage of
whatever growth occurs in China's economy as it moves toward a more
capitalist enterprise. The fund's top three holdings - Hong Kong and
Shanghai Bank, Hong Kong Telecommunication and Jardine Matheson - may have
promising prospects ahead. Jardine Matheson is a conglomerate that's in
everything from wine to hotels, commercial property and supermarkets. It's
a very solid company that was accused by the People's Republic of China of
supporting political reform in Hong Kong, and that was reflected in its
relatively low share price. I believe there may be enough good
opportunities in Hong Kong to boost the fund's stake there from 37% to
about 40%, closer to the index benchmark of 43%. Thailand's a different
story. The Thai market has had a very good run, beyond my expectations, so
it may be time to back off somewhat.
Q. BACK TO HONG KONG, WHICH IS IN FACT YOUR BIGGEST CONCENTRATION. WON'T
THAT MARKET BE AFFECTED BY THE FAST-APPROACHING TRANSITION TO CHINESE RULE
IN 1997?
A. As investors have become more familiar with the way China is handling
economic matters, they've become more comfortable with the prospect. So I
expect the Hong Kong market to keep moving up, unless there's a major
change in economic policy from the People's Republic of China. So far,
they've made it fairly clear that they intend to allow Hong Kong to have
economic, although not political, freedom. A year ago, the market took a
hit when the British and Chinese governments locked heads over democratic
reforms proposed by the British governor. But after a while, even though
they couldn't reach an agreement, investors kind of shrugged and said,
"Well, business is business. We have to invest in China." So they returned
to the Hong Kong market. Many people thought that the recent austerity
measures in China would hurt a lot of Hong Kong companies. But I've found
that property investors with financial strength have benefited because the
measures have squeezed out marginal competitors, leaving their position
more secure. I've invested in Hutchison Whampoa, Sun Hung Kai Properties
and Wharf Holdings, some of the bigger property players with staying power.
All three have outperformed Hong Kong stocks in general.
Q. WHAT'S YOUR STRATEGY AND OUTLOOK FOR THE NEXT HALF-YEAR?
A. My style is really stock picking. In choosing investments, I focus on
earnings growth and management quality. I don't spend a lot of time trading
stocks. I'm looking at earnings potential a year or more down the road. I
feel investors who are putting money in this part of the world are looking
for growth, not a defensive story. Of course, I try to diversify the
portfolio to reduce the risk. In the last six months, the performance of
Southeast Asian stock markets has been exceptional as liquidity and low
interest rates have driven the markets to historic highs. I think the fund
will probably continue to see a reasonable return, but not as impressive as
the last six months. There's a long-term growth story here, but when the
markets reach such high levels, there's bound to be volatility. These
markets can move up and down quickly. That's why it's so important for
shareholders to have a long-term investment horizon.

FUND FACTS
GOAL: to increase the value of the fund's shares
by investing mainly in Southeast Asian stocks,
including those from Thailand, Hong Kong,
South Korea, Malaysia, Indonesia, and
Singapore
START DATE: April 19, 1993
SIZE: as of October 31, 1993, over $499
million
MANAGER: Allan Liu, since April 1993;
manager, various funds for non-U.S.
investors; analyst, Southeast Asian markets,
1987-1990
(checkmark)
ALLAN LIU ON THE REGION'S MARKETS:
"The markets in Southeast Asia are volatile and, over
time, that volatility will have an impact on the fund.
Except for Hong Kong, the markets in the region are
small by world standards and very sensitive to the
sentiment of local investors, who can be
unpredictable. They're also sensitive to funds flowing
from the U.S. and Europe. Hong Kong has been
volatile in the past because of the huge influence
exerted by China. Lately, all the markets in the region
have been moving up, but it remains to be seen how
many investors will duck out if there's a downturn,
because they were in for the short run. Some investors
may just want a taste of the fast growth in Southeast
Asia, which is dramatic compared with the stagnant
economies of the West. That economic growth is
slowing, but it may continue to be strong, relatively
speaking. U.S. investors have really helped liberate
the underlying value of shares in many mid-size Asian
companies. The traditional investors from Asia and the
U.K., in a sense, didn't realize what they had; they took
it for granted that these good companies traded well
below market multiples. Still, because the fund has
grown so fast, I would like to make investors aware of
the inherent volatility. It's not a free ride."
(bullet) Record-setting markets and fast economic growth
have been reflected in the growth of the fund. In its first
six months, the fund grew to $499.6 million in assets.
(bullet) Interest remains high in Hong Kong companies that
have made investments in mainland China. Despite
some uncertainty over the 1997 transition and China's
economic policies, investors feel they cannot be left
out of that huge market. As of October 31, the fund had
37% of its investments in Hong Kong.
(bullet) The countries in the region are expanding domestic
consumption and infrastructure spending. Companies
are less dependent on exports and the internal
markets still have major growth potential.
DISTRIBUTIONS
The Board of Trustees of Fidelity Southeast Asia Fund
voted to pay on December 13, 1993, to shareholders
of record at the opening of business on December 10,
1993, a distribution of $.07 from net investment
income.
SOUTHEAST ASIA
INVESTMENT CHANGES

GEOGRAPHIC DIVERSIFICATION
AS OF OCTOBER 31, 1993
Korea (South) 11.1%
Row: 1, Col: 1, Value: 37.0
Row: 1, Col: 2, Value: 5.9
Row: 1, Col: 3, Value: 18.0
Row: 1, Col: 4, Value: 1.5
Row: 1, Col: 5, Value: 6.8
Row: 1, Col: 6, Value: 3.1
Row: 1, Col: 7, Value: 16.6
Row: 1, Col: 8, Value: 11.1
Hong Kong 37.0%
Malaysia 16.6%
Philippines 3.1%
Singapore 6.8%
Cash 5.9%
Other 1.5%
Thailand 18.0%
AS OF APRIL 30, 1993

Malaysia 12.4%
Row: 1, Col: 1, Value: 43.5
Row: 1, Col: 2, Value: 11.9
Row: 1, Col: 3, Value: 17.4
Row: 1, Col: 4, Value: 13.9
Row: 1, Col: 5, Value: 0.9
Row: 1, Col: 6, Value: 12.4
Philippines 0.9%
Hong Kong 43.5%
Singapore 13.9%
Thailand 17.4%
Cash 11.9%
ASSET ALLOCATION
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Stocks 92.7 88.1

Bonds 1.4 -

Short-term investments 5.9 11.9

TOP TEN STOCKS
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

HSBC Holdings PLC
(Hong Kong, Banks) 3.8 4.2

Hong Kong Telecommunications Ltd.
(Hong Kong, Telephone Services) 3.3 -

Jardine Matheson & Co., Ltd.
(Hong Kong, Conglomerates) 2.4 -

Sun Hung Kai Properties, Ltd.
(Hong Kong, Real Estate) 2.0 3.2

Hutchinson Whampoa Ltd. Ord.
(Hong Kong, Electrical Equipment) 1.8 -

Malaysian Resources Corp. BHD
(Malaysia, Real Estate) 1.6 0.1

General Financial & Services
(Thailand, Credit and Other Finance) 1.5 -

Philippine Long Distance
Telephone Co.
(Philippines, Telephone Services) 1.5 -

Bangkok Metropolitan Bank (Loc. Reg.)
(Thailand, Banks) 1.5 -

United Engineers BHD
(Malaysia, Electrical Equipment) 1.5 1.4

TOP TEN INDUSTRIES
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Finance 21.6 21.0

Construction and Real Estate 20.5 27.0

Media and Leisure 9.8 9.1

Utilities 8.6 4.5

Basic Industries 6.3 3.3

Industrial Machinery and Equipment 5.8 3.7

Durables 4.6 7.7

Conglomerates 3.5 1.2

Retail and Wholesale 2.7 4.1

Technology 2.7 -

SOUTHEAST ASIA
INVESTMENTS OCTOBER 31, 1993

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 92.3%
SHARES VALUE (NOTE 1)
BERMUDA - 0.2%
Jardine Strategic Holdings Ord. 140,000 $ 579,747 47199020
Siu Fung Ceramics Holdings Ltd. (b) 2,000,000 618,380 82999G22
1,198,127
HONG KONG - 37.0%
Acme Landis Holdings Ltd. 436,000 98,174 00499A92
Allan International Holdings Ltd 5,010,000 868,784 01699522
Amoy Properties Ltd. 1,201,500 1,554,837 03199192
Bank of East Asia 500,000 2,458,750 06199010
Cafe De Coral Holdings Ltd. 1,986,600 1,439,649 12799092
Cathay Pacific Airways Ltd. 500,000 815,270 14890610
China Light & Power Co. Ltd. 663,500 4,464,831 16940010
China Resources Enterprise Ltd. 7,512,000 3,718,365 18899292
Chow Sang Sang Holdings Ltd. (b) 1,456,000 678,307 17399K92
Citic Pacific Ltd. Ord. 43,000 116,856 45299792
Culturecom Holdings Ltd. (b) 18,986,000 4,791,117 23099322
Culturecom Holdings Ltd. (warrants) (b) 21,730,000 2,840,111 23099323
Dah Sing Financial Holdings 341,200 1,187,741 23899892
Dairy Farm International Holdings Ltd.
Ord. 968,074 1,816,513 23385910
First Pacific Bancshares Holdings 1,000,000 271,760 33699292
First Pacific Co. Ltd. 4,919,834 2,021,412 33699192
Fortei Holdings Ltd. 1,000,000 258,820 34999D22
Grand Hotel Holdings Ltd. A 4,056,000 1,692,731 38599292
Great Eagle Holdings Ltd. 3,941,000 2,537,216 39099394
Group Sense International Ltd. 436,000 111,149 39999592
Guangzhou Investment Co. Ltd. 11,000,000 3,807,870 40099G22
Guangdong Investments Co. Ltd. Ord. 5,600,000 3,116,120 40199492
Guangzhou Shipyard International H
Free shares (b) 1,000,000 511,160 40199922
Guoco Group Ltd. 51,000 222,744 40299692
HSBC Holdings PLC 1,658,000 19,202,973 42199192
Hai Hong Holding Co. Ltd. 1,068,000 321,329 45099B92
Hang Lung Development Corp. 355,000 684,504 41099310
Harbour Ring International Holdings 10,222,000 1,322,829 41199B92
High Fashion International 3,142,000 1,687,380 42999392
Hon Kwok Land Investment Ltd. Ord. 6,050,000 2,485,763 43899192
Hong Kong & Shanghai Hotels 2,867,000 3,858,523 71899292
Hong Kong Aircraft & Engineering
Co. (b) 228,800 1,413,808 43899410
Hong Kong Electric Holdings Ord. 2,024,000 6,548,045 43858010
Hong Kong Land Holdings Ltd. 1,959,000 5,247,652 43858292
Hong Kong Telecommunications Ltd. 7,700,000 16,640,547 43857991
Hopewell Holdings Ltd. 4,490,000 4,503,066 44099999
Hutchison Whampoa Ltd. Ord. 2,427,000 9,139,524 44841510
JCG Holdings 3,194,000 2,459,316 46799792
Jardine International Motor Corp. 1,348,000 1,866,535 47499292
Jardine Matheson & Co. Ltd. Ord. 1,260,000 12,065,999 47111510
Ka Wah Bank Ltd. 3,544,000 2,247,250 48999G22
Kingboard Chemical Holdings Ltd. 600,000 134,651 48999G22
Le Saunda Holdings Ltd. (b)(c) 400,000 95,760 52199792
Li & Fung Ltd. 5,310,000 3,418,578 51899592
New World Development Co. Ltd 86,000 265,293 51899592
Orient Power Holdings Ltd. 5,372,000 688,207 69399392
Oriental Press Group Ltd. 7,586,000 5,399,260 68620099
QPL International Ltd. Ord. 300,000 39,600 74899492
Regal Hotels Holding (b) 9,270,000 2,027,349 75999110
Ryoden Development Ltd. 6,172,000 2,156,497 78399B22
Ryoden Development Ltd. (warrants) (b) 173,600 13,928 78399B23
Shangri-La Asia Ltd. (b) 4,158,000 4,761,991 84599M22
Shell Electric Manufacturing Co. Ltd. (b) 5,500,000 2,081,860 82299B22
Sime Darby Hong Kong Ltd. 1,448,000 2,173,636 82899392
Sing Tao Holdings Ltd. 3,124,000 4,810,804 82877099
South China Morning Post Holdings 800,000 481,400 84249992
Star Paging International Holdings
Ltd. (b) 1,706,000 739,585 85599692

SHARES VALUE (NOTE 1)

Sun Hung Kai Properties Ltd. 1,450,000 $ 9,944,999 86676H10
Swire Pacific Class A 533,000 3,552,184 87079410
Television Broadcast Limited Ord. 205,000 748,106 87953110
Union Bank of Hong Kong 500,000 488,515 90499C92
Varitronix International Ltd. 375,000 473,149 95099792
Wai Kee Holdings 2,206,000 820,742 93099E22
Wharf Holdings (c) 384,000 1,416,242 96299110
Wing Lung Bank 246,900 2,092,779 97499999
Winton Holdings Ltd. 870,000 312,426 97699122
Wo Kee Hong Holdings 2,458,000 1,447,295 95499492
World International Holdings 590,000 1,259,786 98150010
Yue Yuen Industrial Holdings Ltd. (b) 6,812,000 1,542,646 98899D92
186,482,598
INDONESIA - 1.3%
Argha Karya Prima PT (b) 263,000 782,159 01099992
Astra International (For. Reg.) 210,000 1,848,634 04699894
Bank International Indonesia Ord. (b) 200,000 666,174 06199B92
Barito Pacific Timber (For. Reg.)(b) 120,000 653,803 06799F23
Duta Anggada Realty Ord. (b) 312,500 951,678 26699192
Gadjah Tunniggal Ord. 50,000 107,064 36599292
Indocement Tunggal PT (b) 50,000 375,913 68399092
Sampoerna, Hanjaya Mandala 143,000 527,348 82299892
Semen Gresik (For. Reg.) (b) 90,000 385,429 84399693
Sinar Mas Agro Resource & Technology
PT (c) 183,000 476,755 73599592
6,774,957
KOREA (SOUTH) - 9.9%
Cheil Foods & Chemical Industries (b) 1,433 53,209 16399C22
Cheil Foods & Chemical Industries New 2,094 74,642 16399C24
Choongnam Spinning Co. (b) 190,100 3,311,960 17099F22
Chosun Brewery Co. Ltd. 100,100 2,254,867 22899822
Crown Confectionery Co. (b) 23,000 684,655 22899922
Daewoo Corp. 50,000 829,259 23799B22
Daewoo Electronics Co. Ltd. 85,000 1,535,986 23899C22
Daewoo Heavy Industries Ltd. 224,000 3,216,040 23999492
Daewoo Heavy Industries Ltd. New (b) 178,072 2,512,557 23999493
Daewoo Securities Co. Ltd. 40,000 1,024,816 25999322
Daewoo Telecommunication 280,000 6,341,975 27999192
Daeyoung Electronics Industry (b) 40,730 1,320,782 30999122
Daihan Wool Textile Co. (b) 100 3,453 23499B22
Dong Bang Forwarding Co. Ltd. 21,000 509,437 25799N22
Dong-Il Corp. (b) 25,820 1,169,641 25799U22
Dongbu Construction Co. 40,100 823,887 25799M22
Dongsuh Securities Co. 50,000 1,076,799 25799P22
Hanil Development Co. 120,000 2,376,384 41099822
Inchon Iron & Steel Co. (b) 139,920 4,329,475 45399J22
KIA Service Co. (b) 40,020 975,795 48699C22
Korea Electric Power Corp. 45,000 1,074,942 50099B92
Korea First Bank, Inc. Ltd. 29,000 358,933 50099E22
Korea Kumho Petrochemical Co. 100,000 1,435,732 50299E22
Korea Line Corp. (b) 10,000 227,737 50599N22
Miwon Co. Ltd. (b) 150,000 2,951,914 61299693
Pohang Iron & Steel Co. Ltd. 30,000 976,545 73045092
Samsung Construction Co. Ltd. 39,580 984,662 90499J22
Sangyong Heavy Industries Co. Ltd. 89,000 1,365,926 77299122
Sung Chang Enterprise Co. (b) 25,020 1,297,528 82699B22
Sungshin Cement Industrial (b) 78,000 2,828,640 90399G22
Taihan Electric Wire Co. (b) 55,000 1,191,286 95199G22
Taihan Electric Wire Co. New (b) 6,608 137,403 95199G23
Taihan Textile Co. (b) 60 2,072 95199H22
Yukong Ltd. 25,000 736,431 98899K22
49,995,370
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MALAYSIA - 16.1%
Aluminum Co. of Malaysia (b) 60,000 $ 85,915 02399892
Aokam Perdana BHD 120,000 1,361,502 01899792
Arab Malaysian Corp. 302,000 1,004,304 00499F92
Berjaya Leisure BHD 1,700,000 2,806,734 08410592
Berjaya Singer BHD 756,000 1,952,113 08499A92
Berjaya Singer BHD (b) 190,000 176,917 08499A96
Berjaya Sports Toto BHD (b) 126,000 271,127 08499E22
Cement Industry of Malaysia BHD 455,000 1,557,611 15199792
Cement Manufacturers Sarawak 257,000 1,347,340 15199C22
Diversified Resources BHD 1,330,000 4,813,190 25499F22
EON (Edaran Otomobil NAS BHD) 350,000 1,917,058 29599292
Ekran Berhad Ord. (b) 351,000 2,128,520 28299792
Faber Group BHD 1,746,000 2,062,951 30299892
Genting BHD 414,000 4,292,253 37245210
Hock Hua Bank BHD (b) 100,000 223,005 43499B22
Hume Industries BHD 280,000 1,029,734 44599692
Kim Hin Industry BHD 112,000 538,968 49499C92
Land & General BHD 1,209,000 3,925,937 51499693
Leader Universal Holdings BHD 230,000 1,169,796 52199192
Magnum Corp. BHD 925,000 2,279,931 55999392
Malaysian Assurance Alliance BHD 750,000 1,886,818 56099793
Malaysian Resources Corp. BHD 3,033,000 7,891,017 56099793
Metacorp Berhad 250,000 1,330,202 59099E92
Mulpha International Ltd. 1,000,000 743,350 62499A22
Nam Fatt BHD (b) 386,000 1,336,502 63299492
Oyl Industries Ltd. 93,000 374,765 69599492
Pacific Chemicals BHD (b) 651,000 4,864,669 69599H22
Press Metal BHD 100,000 297,340 74199B22
Promet BHD 2,500,000 3,795,000 74399G22
RJ Reynolds BHD 95,000 152,387 74999392
Resorts World BHD 600,000 3,286,386 76199592
Southern Bank BHD 50,000 119,327 84199992
Sungei Way Holdings 345,000 1,484,742 86799892
Sungei Way Holdings (warrants) (b) 237,000 676,879 86799894
TH Loy Industry BHD (b) 220,000 877,934 87799A22
Technology Resources (b) 1,630,000 7,206,181 93699692
United Engineers BHD 1,550,000 7,337,638 93099692
YTL Corporation (b) 400,000 1,283,256 98799092
YTL Corporation (warrants) (b) 100,000 101,721
Yangtzekiang BHD 100,000 919,405 98499G22
Yeo Hiap Seng BHD 70,000 87,637 98581093
80,998,062
PHILIPPINES - 3.1%
Bacnotan Consolidated Industry, Inc. 152,000 1,995,164 08099423
First Philippines Holdings Corp. 452,600 1,110,001 33699492
House of Investments, Inc. (b) 200,000 469,776 44199C92
JG Summit Holdings, Inc. B (b) 3,335,000 1,151,976 46615292
Meralco B (b) 150,790 1,523,526 58799A92
Philippine Long Distance Telephone Co. 118,500 7,539,563 71825210
San Miguel Corp. Class B 257,550 1,779,274 79908540
15,569,280
SINGAPORE - 6.7%
ACMA Ltd. 29,000 237,675 00299392
Bonvests Holdings Ltd. (b) 4,000,000 3,278,280 09899022
British American Tobacco (Loc. Reg.) 14,000 61,783 11199492
City Development 104,000 458,958 17799010
City Development (warrants) (b) 5,400 3,404 17799025
DBS Land Ltd. 500,000 1,197,830 24399292
Development Bank of Singapore 168,000 1,705,207 25159493
Goldtron Ltd. 853,750 1,022,647 38199B92
Goldtron Ltd. (rights) (b) 170,750 196,994 38199B95
HTP Holdings Ltd. 3,372,000 2,827,355 44299S22

SHARES VALUE (NOTE 1)

Hitachi Zosen Singapore Ltd. 2,480,000 $ 3,173,879 43399A22
Hour Glass Ltd. 750,000 794,355 44199E22
IPC Corp. Ltd. 2,000,000 2,332,620 46299E22
IPCO International 357,000 2,374,050 46299D22
Jurong Engineering Ltd. 334,000 2,463,624 49499692
Keppel Corporation Ltd. 200,000 1,260,876 49205199
Liang Court Holdings Ltd. 3,497,000 3,130,584 52599A92
Natsteel Ltd. 84,000 229,832 63660099
Parkway Holding 1,973,000 3,345,971 70199192
Parkway Holding (warrants) (b) 493,250 245,663 70199193
QAF Ltd. 550,000 565,185 74799D92
QAF Ltd. (warrants) (b) 220,000 87,380 74799D94
Sembawang Maritime Ltd. 241,250 1,140,698 81799592
Singapore Aerospace. (For. Reg.) 195,000 349,136 83999793
United Overseas Bank (For. Reg.) 138,000 1,096,204 91128092
33,580,190
THAILAND - 18.0%
Advanced Information Service:
(For. Reg.) 50,000 1,270,718 00799793
(Loc. Reg.) 110,000 3,264,404 00799792
Ban Pu Coal (For. Reg.) 180,000 1,676,401 06199593
Bangkok Bank 20,000 157,853 06099210
Bangkok Land Co. (Loc. Reg.) (b) 200,000 1,183,898 06199992
Bangkok Metropolitan Bank (Loc. Reg.) 6,640,000 7,402,538 06199E22
Bank of Asia Public Co. Ltd.:
(For. Reg.) 1,500,000 2,989,350 06199D23
(Loc. Reg.) (b) 300,000 597,870 06199D22
Bank of Ayudhya (For. Reg.) 109,500 393,232 05999998
Dhana Siam Finance & Securities
(For. Reg.) 307,000 4,555,327 24299593
Eastern Printing Co. 401,400 1,291,007 27699323
Finance One Public Co. 222,000 2,382,952 31799E93
First Pacific Land (warrants) (b) 1,000,000 1,164,170 70699194
First Pacific Land Ltd. (b) 1,355,100 2,312,871 70699193
General Financial & Services (b) 1,120,000 7,646,408 36999692
Industrial Finance Thai 1,000,000 2,150,750 45799896
Kiatnakin Finance & Securities
(For. Reg.) 83,400 1,329,660 49699794
Krung Thai Bank:
(For. Reg) 1,504,000 3,205,054 50599293
(Loc. Reg.) 1,260,500 2,959,742 50599292
Land & House (For. Reg.) 185,000 3,358,327 51499393
Nakornthon Bank Ltd. 40,000 121,547 63099C22
Nation Publishing Group (For. Reg.) 72,000 301,184 63799323
One Holding Ltd. (b) 550,000 2,604,580 68299B22
Property Perfect Co. Ltd.:
(For. Reg.)(b) 240,000 3,580,111 74399F23
(Loc. Reg.)(b) 114,500 1,708,011 74399F22
Ramkamhaeng Hospital Co. (For. Reg.) 100,000 343,331 75199493
Securities One Ltd.:
(For. Reg.) 90,000 1,846,883 81399693
(Loc. Reg.) 112,000 2,298,343 81399692
Shinawatra Computer & Comm. Co. 90,000 3,168,113 94799192
Siam Cement (For. Reg.) 55,000 1,771,113 78799010
Siam City Bank Ltd. 3,390,500 3,344,999 81199593
Siam City Cement (Loc. Reg.) 310,000 2,177,586 82570799
Siam Commercial Bank 93,000 689,976 78851090
Siam General Factoring (Loc. Reg.) (b) 700,000 2,209,942 82899C22
Siam Syntech Construction Public Co.
Ltd. (b) 200,000 1,570,640 83499H22
Sitca Investments & Services Co. Ltd
(Loc. Reg.) (b) 400,000 1,183,900 82999D22
TPI Polene Co. Ltd. (b) 450,000 2,237,571 94799092
Thai Farmers Bank 400,000 1,878,452 90199010
Thai Granite Company Ltd. (For. Reg) 38,500 179,282 95599A93
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
THAILAND - CONTINUED
Thai Military Bank 640,800 $ 2,326,501 90199989
Thai Wire Products (Loc. Reg.) (b) 320,500 1,024,488 92299492
Union Asia Finance (For. Reg.) 204,500 1,371,941 91599793
Union Mosiac Industries 63,500 310,734 93199493
Unique Gas & Petrochemicals Co. 80,000 1,003,946 47799522
90,545,706
TOTAL COMMON STOCKS
(Cost $392,831,526) 465,144,290
NONCONVERTIBLE PREFERRED STOCKS - 0.4%
KOREA (SOUTH) - 0.4%
Baikyang Co. (b) 4,290 403,009 05699D23
Cheil Food & Chemical Industry 13,500 439,445 16399C23
Dongbu Construction (b) 60,360 1,165,438 25799M23
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $1,984,969) 2,007,892
CORPORATE BONDS - 1.4%
PRINCIPAL
AMOUNT (A)
CONVERTIBLE BONDS - 1.4%
KOREA (SOUTH) - 0.8%
Daewoo Corp. Euro 0.25%,
12/31/08 $ 2,460,000 2,460,000 23799BAB
Ssangyong Oil Refining 3 3/4%,
12/31/08 XEU 1,500,000 1,594,500 78099AAA
4,054,500
MALAYSIA - 0.5%
Berjaya Sport Culs:
9%, 10/30/97 MYR 1,525,000 2,446,205
6%, 9/1/98 MYR 76,000 69,875 08499AAB
2,516,080
SINGAPORE - 0.1%
Sembawang Maritime Ltd. Culs
1 1/2%, 12/31/98 SGD 113,000 122,735 817995AC
TOTAL CONVERTIBLE BONDS 6,693,315
NONCONVERTIBLE BONDS - 0.0%
MALAYSIA - 0.0%
Berjaya Singer Culs 5%,
12/31/98 MYR 190,000 56,866 08499AAB
SINGAPORE - 0.0%
QAF Ltd. Ln. Stk. 2%,
2/31/98 SGD 110,000 54,092 74799DAA
TOTAL NONCONVERTIBLE BONDS 110,958
TOTAL CORPORATE BONDS
(Cost $5,057,473) 6,804,273
REPURCHASE AGREEMENTS - 5.9%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 2.96% dated
10/29/93 due 11/1/93, $29,901,374 $ 29,894,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $429,767,968) $ 503,850,455
LEGEND
1. Principal amount is stated in United States dollars unless otherwise
noted.
2. Non-income producing
3. 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 $1,988,757 or 0.4% of net
assets.
CURRENCY TYPE ABBREVIATIONS
XEU - European currency unit
MYR - Malaysian ringgit
SGD - Singapore dollar
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities, during
the year ended October 31, 1993, aggregated $412,911,096 and $12,753,731,
respectively.
INCOME TAX INFORMATION
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $429,767,968. Net unrealized appreciation aggregated
$74,082,487, of which $77,385,768 related to appreciated investment
securities and $3,303,281 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.
For the period, interest and dividends from foreign countries were
$1,686,674 or $0.04 per share. Taxes paid to foreign countries were $91,661
or $.002 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Aerospace and Defense 1.3%
Basic Industries 6.3
Conglomerates 3.5
Construction and Real Estate 20.5
Durables 4.6
Energy 0.8
Finance 21.6
Health 0.1
Industrial Machinery and Equipment 5.8
Media and Leisure 9.8
Nondurables 2.4
Repurchase Agreements 5.9
Retail and Wholesale 2.7
Services 0.3
Technology 2.7
Transportation 3.1
Utilities 8.6
100.0%
SOUTHEAST ASIA
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $29,894,000) (cost $429,767,968) $ 503,850,455
(Notes 1 and 2) - See accompanying schedule

Receivable for fund shares sold 38,293,168

Dividends receivable 383,553

Interest receivable 37,570

Redemption fees receivable (Note 1) 3,442

Receivable from investment adviser for expense reductions (Note 5) 43,332

TOTAL ASSETS 542,611,520

LIABILITIES

Payable to custodian bank $ 257,505

Payable for investments purchased 41,063,740

Payable for fund shares redeemed 1,010,044

Accrued management fee 220,283

Other payables and accrued expenses 390,512

TOTAL LIABILITIES 42,942,084

NET ASSETS $ 499,669,436

Net Assets consist of:

Paid in capital $ 425,634,401

Undistributed net investment income 338,637

Accumulated undistributed net realized gain (loss) on investments (386,089
)

Net unrealized appreciation (depreciation) on investment securities 74,082,487

NET ASSETS, for 37,744,686 shares outstanding $ 499,669,436

NET ASSET VALUE, offering price and redemption price per share ($499,669,436 (divided by) 37,744,686 shares) (Note 3)$13.24

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 19, 1993 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1993

INVESTMENT INCOME $ 1,746,314
Dividends

Interest 198,575

1,944,889

Less foreign taxes withheld (Note 1) (91,661
)

TOTAL INCOME 1,853,228

EXPENSES

Management fee (Note 3) $ 582,244

Transfer agent fees (Note 3) 469,280

Redemption fees (Note 1) (9,564
)

Accounting fees and expenses 49,486
(Note 3)

Custodian fees and expenses 231,730

Registration fees 213,239

Audit 21,508

Total expenses before reductions 1,557,923

Expense reductions (Note 5) (43,332 1,514,591
)

NET INVESTMENT INCOME 338,637

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1) (386,089
Net realized gain (loss) on investment securities )

Change in net unrealized appreciation (depreciation) on investment securities 74,082,487

NET GAIN (LOSS) 73,696,398

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 74,035,035

OTHER INFORMATION

Accounting fees paid to FSC (Note 3) $ 49,486

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C>
APRIL 19, 1993
(COMMENCEMEN
T
OF OPERATIONS)
TO
OCTOBER 31,
1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 338,637
Net investment income

Net realized gain (loss) on investments (386,089
)

Change in net unrealized appreciation (depreciation) on investments 74,082,487

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 74,035,035

Share transactions 464,080,850
Net proceeds from sales of shares

Cost of shares redeemed (38,754,143
)

Redemption fees (Note 1) 307,694

Net increase (decrease) in net assets resulting from share transactions 425,634,401

TOTAL INCREASE (DECREASE) IN NET ASSETS 499,669,436

NET ASSETS

Beginning of period -

End of period (including undistributed net investment income of $338,637) $ 499,669,436

OTHER INFORMATION
Shares

Sold 41,377,754

Redeemed (3,633,068
)

Net increase (decrease) 37,744,686

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C>
APRIL 19, 1993
(COMMENCEMEN
T
OF OPERATIONS)
TO
OCTOBER 31,
1993

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.00

Income from Investment Operations

Net investment income .01

Net realized and unrealized gain (loss) on investments 3.22

Total from investment operations 3.23

Redemption fees added to paid in capital .01

Net asset value, end of period $ 13.24

TOTAL RETURN(dagger)(double dagger) 32.40%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 499,679

Ratio of expenses to average net assets 2.00%*

Ratio of expenses to average net assets before expense reductions 2.06%*

Ratio of net investment income to average net assets .45%*

Portfolio turnover rate 14%*

* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED AND DO NOT INCLUDE THE ONE TIME SALES CHARGE.
(double dagger) THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD THE ADVISER NOT REIMBURSED CERTAIN EXPENSES DURING THE PERIOD SHOWN (SEE
NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1993

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Canada Fund, Fidelity Diversified International Fund, Fidelity
Emerging Markets Fund, Fidelity Europe Fund, Fidelity International Growth
and 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, 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 practical to identify the portion of each amount shown in each
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 income taxes to
the extent that it distributes all of its taxable income for the fiscal
year. 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 where recovery of such taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned among the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date. 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, and losses deferred due to wash sales. The fund also utilized
earnings and profits distributed to shareholders on redemption of shares as
a part of the dividends paid deduction for income tax purposes.
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 the funds and their
shareholders. The remainder of the redemption fee is accounted for as an
addition to paid in capital.
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.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The funds may enter into forward
foreign currency contracts. These contracts involve market risk in excess
of the amounts 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.
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, 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
Securities and Exchange Commission, 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 the funds have 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.
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.
3. 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 which range
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 and Pacific Basin is subject to a performance adjustment (up to a
maximum of ".20%) based on the funds' investment performance as compared to
the appropriate index over a specified period of time. Beginning September
1993, eleven months after Japan's first full month of operations (October
1992), the fund started adjusting the basic fee based on its performance
over the performance period.
For the period, each fund's management fee was equivalent to the following
annual rates expressed as a percentage of average net assets:
Canada .86%
Diversified International .73%
Emerging Markets, International
Growth and Income, Japan and Overseas .77%
Europe .64%
Latin America and Southeast Asia .77%*
Pacific Basin .80%
Worldwide .78%
* ANNUALIZED
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 certain
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.
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 and Income and a 3% sales charge on
sales of shares of each of the other funds. Effective April 16, 1993, the
sales charge for Canada, Emerging Markets, International Growth and Income
and Worldwide has been waived through May 31, 1994. The sales charge for
Diversified International, Japan, Latin America and Southeast Asia has also
been waived through May 31, 1994.
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
and Income. Shares purchased before October 12, 1990 are subject to the
deferred sales charge upon redemption. The amounts 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.
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
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" on the applicable fund's schedule of investments.
4. 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. At
period end, the maximum loan and 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.
5. REDUCTION OF EXPENSES.
For the period ended October 31, 1993, FMR has voluntarily agreed to reduce
the expenses of Canada, Japan, Latin America and Southeast Asia for total
operating expenses (excluding interest, taxes, brokerage commissions and
extraordinary expenses) above an annual rate of 2.00% of average net
assets. For the period, the expenses of Southeast Asia were reduced by
$43,332 or .06% (annualized) of average net assets under this arrangement.
For the period ended October 31, 1993, FMR directed certain portfolio
trades to brokers who paid a portion of Worldwide's expenses. For the
period, the expenses of Worldwide were reduced by $618 under this
arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and the Shareholders of Fidelity
Investment Trust:
Fidelity Canada Fund,
Fidelity Diversified International Fund,
Fidelity Emerging Markets Fund,
Fidelity Europe Fund,
Fidelity International Growth and Income Fund,
Fidelity Japan Fund,
Fidelity Overseas Fund,
Fidelity Pacific Basin Fund
and Fidelity Worldwide Fund:
We have audited the accompanying statements of assets and liabilities of
Fidelity Investment Trust: Fidelity Canada Fund, Fidelity Diversified
International Fund, Fidelity Emerging Markets Fund, Fidelity Europe Fund,
Fidelity International Growth and Income Fund, Fidelity Japan Fund,
Fidelity Overseas Fund, Fidelity Pacific Basin Fund and Fidelity Worldwide
Fund, including the schedules of portfolio investments, as of October 31,
1993, and the related statements of operations for the year then ended and
the statements of changes in net assets and the financial highlights for
each of the periods indicated. These financial statements and financial
highlights are the responsibility of the funds' management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
investments and cash held by the custodian as of October 31, 1993, and
confirmation by correspondence with brokers as to securities
purchased but not received at that date or other auditing procedures where
confirmations from brokers were not received. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Investment Trust: Fidelity Canada Fund, Fidelity Diversified
International Fund, Fidelity Emerging Markets Fund, Fidelity Europe Fund,
Fidelity International Growth and Income Fund, Fidelity Japan Fund,
Fidelity Overseas Fund, Fidelity Pacific Basin Fund and Fidelity Worldwide
Fund as of October 31, 1993, the results of their operations for the year
then ended and the changes in net assets and the financial highlights for
each of the periods indicated, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
December 13, 1993

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Investment Trust and the Shareholders of
Fidelity Latin America Fund and Fidelity Southeast Asia Fund:
In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments (except for Moody's and Standard &
Poor's ratings), and the related statements of operations and of changes in
net assets and the financial highlights present fairly, in all material
respects, the financial position of Fidelity Latin America Fund and
Fidelity Southeast Asia Fund; (funds of Fidelity Investment Trust) at
October 31, 1993, the results of their operations, the changes in their
net assets and the financial highlights for the period April 19, 1993
(commencement of operations) through October 31, 1993, in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are
the responsibility of the management of Fidelity Latin America Fund and
Fidelity Southeast Asia Fund; our responsibility is to express an opinion
on these financial statements based on our audit. We conducted our audit of
these financial statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit, which included
confirmation of securities owned at October 31, 1993 by correspondence
with the custodian and brokers and the application of alternative auditing
procedures where confirmations from brokers were not received, provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE
Boston, Massachusetts
December 13, 1993
TO CALL FIDELITY

FOR PORTFOLIO INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone
services for quotes and balances. The services are easy to use,
confidential and quick. All you need is a Touch Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER
(PIN)
The first time you call one of our automated telephone services, we'll ask
you to set up your Personal Identification Number (PIN). The PIN assures
that only you have automated telephone access to your account information.
Please have your Customer Number (T-account #) handy when you call --
you'll need it to establish your PIN. If you would ever like to change your
PIN, just choose the "Change your Personal Identification Number" option
when you call. If you forget your PIN, please call a Fidelity
representative at 1-800-544-6666 for assistance.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
For quotes on funds you own.
1
For an individual fund quote.
2
For the ten most frequently
requested Fidelity fund quotes.
3
For quotes on Fidelity Select
Portfolios(Registered trademark).
4
To change your Personal
Identification Number (PIN).
5
To speak with a Fidelity
representative.
6
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
For balances on funds you own.
1
For your most recent fund activity
(purchases, redemptions, and
dividends).
2
To change your Personal
Identification Number (PIN).
3
To speak with a Fidelity
representative.
4
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL
ALSO VARY. THIS MEANS THAT YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR
SHARES. THERE IS NO ASSURANCE THAT MONEY MARKET FUNDS WILL BE ABLE
TO MAINTAIN A STABLE $1 SHARE PRICE; AN INVESTMENT IN A MONEY MARKET FUND
IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT. TOTAL RETURNS
ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. FOR MORE
INFORMATION ON ANY FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES,
CALL 1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE
YOU INVEST OR SEND MONEY.

TO WRITE FIDELITY

Please locate the address that is closest to you. We'll give your
correspondence immediate attention and send you written confirmation upon
completion of your request. Please send ALL correspondence about retirement
accounts to Dallas.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 2269
Boston, MA 02107-2269
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30280
Salt Lake City, UT 84130-0280
(LETTER_GRAPHIC)FOR NON-RETIRMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
Additional Payments
P.O. Box 2656
Boston, MA 02293-0656
Fidelity Investments
Additional Payments
P.O. Box 620024
Dallas, TX 75262-0024
Fidelity Investments
Additional Payments
P.O. Box 31455
Salt Lake City, UT 84131-0455
OVERNIGHT EXPRESS
Fidelity Investments
Additional Payments
World Trade Center
164 Northern Avenue
Boston, MA 02210
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02103-0878
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02101-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 620024
Dallas, TX 75262-0024
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
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
John R. Hickling, 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, 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
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-12-93A

EXHIBIT 5Z

SUB-ADVISORY AGREEMENT

BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
and
FIDELITY MANAGEMENT & RESEARCH COMPANY (Far East) INC.
and
FIDEILTY 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 Management & Research Company (Far East) Inc.
(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 105% of
the Sub-Advisor's costs incurred in connection with rendering the services
referred to in subparagraph (a) of paragraph 1 of this Agreement. 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 therefore;
(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.

FIDELITY MANAGEMENT & RESEARCH COMPANY (FAR EAST) INC.
By: /s/ Charles F. Dornbush
Charles F. Dornbush
Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: /s/ J. Gary Burkhead
J. Gary Burkhead
President
FIDELITY INVESTMENT TRUST ON BEHALF OF
FIDELITY JAPAN FUND
By: /s/ J. Gary Burkhead
J. Gary Burkhead
Senior Vice President

EXHIBIT 5DD

SUB-ADVISORY AGREEMENT

BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
and
FIDELITY MANAGEMENT & RESEARCH COMPANY (Far East) INC.
and
FIDEILTY 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 Management & Research Company (Far East) Inc.
(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.

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 105% of
the Sub-Advisor's costs incurred in connection with rendering the services
referred to in subparagraph (a) of paragraph 1 of this Agreement. 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 therefore;
(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, 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.

FIDELITY MANAGEMENT & RESEARCH COMPANY (FAR EAST) INC.
By: /s/ Charles F. Dornbush
Charles F. Dornbush
Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: /s/ J. Gary Burkhead
J. Gary Burkhead
President
FIDELITY INVESTMENT TRUST ON BEHALF OF
FIDELITY EUROPE CAPITAL APPRECIATION FUND
By: /s/ J. Gary Burkhead
J. Gary Burkhead
Senior Vice President

EXHIBIT 5OO

SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY (U.K.) INC.
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 Management & Research Company (U.K.) Inc.
(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 110% of
the Sub-Advisor's costs incurred in connection with rendering the services
referred to in subparagraph (a) of paragraph 1 of this Agreement. 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 or
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 therefore;
(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 MANAGEMENT & RESEARCH COMPANY (U.K.) INC.
By: /s/ Charles F. Dornbush
Charles F. Dornbush
Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: /s/ J. Gary Burkhead
J. Gary Burkhead
President
FIDELITY INVESTMENT TRUST ON BEHALF OF
FIDELITY JAPAN FUND
By: /s/ J. Gary Burkhead
J. Gary Burkhead
Senior Vice President

EXHIBIT 5SS

SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY (U.K.) INC.
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 Management & Research Company (U.K.) Inc.
(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.

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 110% of
the Sub-Advisor's costs incurred in connection with rendering the services
referred to in subparagraph (a) of paragraph 1 of this Agreement. 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 or
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 therefore;
(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, 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 MANAGEMENT & RESEARCH COMPANY (U.K.) INC.
By: /s/ Charles F. Dornbush
Charles F. Dornbush
Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: /s/ J. Gary Burkhead
J. Gary Burkhead
President
FIDELITY INVESTMENT TRUST ON BEHALF OF
FIDELITY EUROPE CAPITAL APPRECIATION FUND
By: /s/ J. Gary Burkhead
J. Gary Burkhead
Senior Vice President

Exhibit 11(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting part of this Post
Effective Amendment No. 53 to the Registration Statement on Form N-1A (the
"Registration Statement") of Fidelity Investment Trust: Fidelity
Diversified International Fund, Fidelity International Growth & Income
Fund, Fidelity Overseas Fund, Fidelity Worldwide Fund, Fidelity Canada
Fund, Fidelity Europe Fund, Fidelity Japan Fund, Fidelity Pacific Basin
Fund, and Fidelity Emerging Markets Fund of our report dated December 13,
1993, relating to the financial statements and financial highlights, which
are incorporated by reference in said Statement of Additional Information.
We further consent to the references to our Firm in the Prospectus and
Statement of Additional Information under the headings "Financial
Highlights" and "Auditor".
/s/ COOPERS & LYBRAND
COOPERS & LYBRAND
Boston, Massachusetts
February 23, 1994

Exhibit 11(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into the Prospectus and
Statement of Additional Information constituting parts of this Post
Effective Amendment No. 53 to the registration statement on Form N-1A (the
"Registration Statement") of our report dated December 13, 1993, relating
to the financial statements and financial highlights appearing in the
October 31, 1993 Annual Report to Shareholders of Fidelity Latin America
Fund and Fidelity Southeast Asia Fund, which is incorporated by reference
in such Registration Statement. We further consent to the references to us
under the headings "Auditor" in the Statement of Additional Information
and "Financial Highlights" in the Prospectus.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
February 23, 1994

Europe Fund
39 Week Moving Averages
Date Factor Adjusted NAV
05-Feb-93 1.000000 15.06
08-Feb-93 1.000000 15.05
09-Feb-93 1.000000 14.93
10-Feb-93 1.000000 14.83
11-Feb-93 1.000000 14.84
12-Feb-93 1.000000 14.92
15-Feb-93 1.000000 15.15
16-Feb-93 1.000000 15.15
17-Feb-93 1.000000 15.17
18-Feb-93 1.000000 15.24
19-Feb-93 1.000000 15.27
22-Feb-93 1.000000 15.35
23-Feb-93 1.000000 15.18
24-Feb-93 1.000000 15.04
25-Feb-93 1.000000 15.04
26-Feb-93 1.000000 15.11
01-Mar-93 1.000000 15.27
02-Mar-93 1.000000 15.39
03-Mar-93 1.000000 15.45
04-Mar-93 1.000000 15.48
05-Mar-93 1.000000 15.41
08-Mar-93 1.000000 15.51
09-Mar-93 1.000000 15.52
10-Mar-93 1.000000 15.52
11-Mar-93 1.000000 15.52
12-Mar-93 1.000000 15.36
15-Mar-93 1.000000 15.42
16-Mar-93 1.000000 15.46
17-Mar-93 1.000000 15.40
18-Mar-93 1.000000 15.68
19-Mar-93 1.000000 15.81
22-Mar-93 1.000000 15.56
23-Mar-93 1.000000 15.63
24-Mar-93 1.000000 15.53
25-Mar-93 1.000000 15.53
26-Mar-93 1.000000 15.72
29-Mar-93 1.000000 15.82
30-Mar-93 1.000000 15.90
31-Mar-93 1.000000 16.10
01-Apr-93 1.000000 16.24
02-Apr-93 1.000000 16.18
05-Apr-93 1.000000 16.10
06-Apr-93 1.000000 16.05
07-Apr-93 1.000000 15.99
08-Apr-93 1.000000 16.14
09-Apr-93 1.000000 16.14
12-Apr-93 1.000000 16.29
13-Apr-93 1.000000 16.53
14-Apr-93 1.000000 16.48
15-Apr-93 1.000000 16.34
16-Apr-93 1.000000 16.22
19-Apr-93 1.000000 16.47
20-Apr-93 1.000000 16.53
21-Apr-93 1.000000 16.52
22-Apr-93 1.000000 16.64
23-Apr-93 1.000000 16.78
26-Apr-93 1.000000 16.86
27-Apr-93 1.000000 16.73
28-Apr-93 1.000000 16.66
29-Apr-93 1.000000 16.58
30-Apr-93 1.000000 16.63
03-May-93 1.000000 16.64
04-May-93 1.000000 16.66
05-May-93 1.000000 16.63
06-May-93 1.000000 16.70
07-May-93 1.000000 16.59
10-May-93 1.000000 16.36
11-May-93 1.000000 16.44
12-May-93 1.000000 16.47
13-May-93 1.000000 16.42
14-May-93 1.000000 16.52
17-May-93 1.000000 16.38
18-May-93 1.000000 16.37
19-May-93 1.000000 16.34
20-May-93 1.000000 16.43
21-May-93 1.000000 16.36
24-May-93 1.000000 16.35
25-May-93 1.000000 16.49
26-May-93 1.000000 16.56
27-May-93 1.000000 16.77
28-May-93 1.000000 16.83
31-May-93 1.000000 16.83
01-Jun-93 1.000000 16.73
02-Jun-93 1.000000 16.70
03-Jun-93 1.000000 16.69
04-Jun-93 1.000000 16.35
07-Jun-93 1.000000 16.49
08-Jun-93 1.000000 16.43
09-Jun-93 1.000000 16.45
10-Jun-93 1.000000 16.50
11-Jun-93 1.000000 16.51
14-Jun-93 1.000000 16.55
15-Jun-93 1.000000 16.37
16-Jun-93 1.000000 16.33
17-Jun-93 1.000000 16.39
18-Jun-93 1.000000 16.26
21-Jun-93 1.000000 16.25
22-Jun-93 1.000000 16.21
23-Jun-93 1.000000 16.15
24-Jun-93 1.000000 16.03
25-Jun-93 1.000000 16.06
28-Jun-93 1.000000 16.25
29-Jun-93 1.000000 16.41
30-Jun-93 1.000000 16.36
01-Jul-93 1.000000 16.55
02-Jul-93 1.000000 16.44
05-Jul-93 1.000000 16.40
06-Jul-93 1.000000 16.40
07-Jul-93 1.000000 16.32
08-Jul-93 1.000000 16.39
09-Jul-93 1.000000 16.25
12-Jul-93 1.000000 16.16
13-Jul-93 1.000000 16.35
14-Jul-93 1.000000 16.34
15-Jul-93 1.000000 16.22
16-Jul-93 1.000000 16.22
19-Jul-93 1.000000 16.36
20-Jul-93 1.000000 16.39
21-Jul-93 1.000000 16.34
22-Jul-93 1.000000 16.30
23-Jul-93 1.000000 16.17
26-Jul-93 1.000000 16.24
27-Jul-93 1.000000 16.23
28-Jul-93 1.000000 16.38
29-Jul-93 1.000000 16.32
30-Jul-93 1.000000 16.37
02-Aug-93 1.000000 16.66
03-Aug-93 1.000000 16.77
04-Aug-93 1.000000 16.83
05-Aug-93 1.000000 16.82
06-Aug-93 1.000000 16.99
09-Aug-93 1.000000 16.98
10-Aug-93 1.000000 16.75
11-Aug-93 1.000000 16.83
12-Aug-93 1.000000 16.99
13-Aug-93 1.000000 17.04
16-Aug-93 1.000000 17.28
17-Aug-93 1.000000 17.35
18-Aug-93 1.000000 17.72
19-Aug-93 1.000000 17.64
20-Aug-93 1.000000 17.69
23-Aug-93 1.000000 17.49
24-Aug-93 1.000000 17.50
25-Aug-93 1.000000 17.52
26-Aug-93 1.000000 17.63
27-Aug-93 1.000000 17.71
30-Aug-93 1.000000 17.68
31-Aug-93 1.000000 17.70
01-Sep-93 1.000000 17.70
02-Sep-93 1.000000 17.72
03-Sep-93 1.000000 17.86
06-Sep-93 1.000000 17.86
07-Sep-93 1.000000 17.86
08-Sep-93 1.000000 17.80
09-Sep-93 1.000000 17.90
10-Sep-93 1.000000 17.95
13-Sep-93 1.000000 17.88
14-Sep-93 1.000000 17.97
15-Sep-93 1.000000 17.90
16-Sep-93 1.000000 17.76
17-Sep-93 1.000000 17.71
20-Sep-93 1.000000 17.78
21-Sep-93 1.000000 17.59
22-Sep-93 1.000000 17.58
23-Sep-93 1.000000 17.52
24-Sep-93 1.000000 17.54
27-Sep-93 1.000000 17.72
28-Sep-93 1.000000 17.82
29-Sep-93 1.000000 17.77
30-Sep-93 1.000000 17.68
01-Oct-93 1.000000 17.71
04-Oct-93 1.000000 17.87
05-Oct-93 1.000000 18.03
06-Oct-93 1.000000 18.19
07-Oct-93 1.000000 18.18
08-Oct-93 1.000000 18.41
11-Oct-93 1.000000 18.43
12-Oct-93 1.000000 18.46
13-Oct-93 1.000000 18.41
14-Oct-93 1.000000 18.34
15-Oct-93 1.000000 18.43
18-Oct-93 1.000000 18.38
19-Oct-93 1.000000 18.40
20-Oct-93 1.000000 18.49
21-Oct-93 1.000000 18.43
22-Oct-93 1.000000 18.49
25-Oct-93 1.000000 18.43
26-Oct-93 1.000000 18.46
27-Oct-93 1.000000 18.34
28-Oct-93 1.000000 18.44
29-Oct-93 1.000000 18.43