N-CSR 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2105

Fidelity Salem Street Trust
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
 (Address of principal executive offices)       (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

October 31

 

 

Date of reporting period:

October 31, 2012

Item 1. Reports to Stockholders

Fidelity®

Series Global ex U.S. Index

Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)

Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Life of
fund A

  Fidelity® Series Global ex U.S. Index Fund

5.08%

2.97%

A From September 29, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Series Global ex U.S. Index Fund on September 29, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) ex USA Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from James Francis, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Fidelity® Series Global ex U.S. Index Fund: For the 12 months ending October 31, 2012, the fund gained 5.08%, outpacing the benchmark MSCI® ACWI® (All Country World Index) ex USA Index. (The fund's performance relative to the index can be affected by Fidelity's methodologies for valuing certain foreign stocks and for incorporating foreign exchange rates, which differ from those used by the index.) The leading individual contributor was South Korean electronics giant Samsung Electronics. Shares of U.K. bank HSBC Holdings and Swiss food products giant Nestle added value, as did European pharmaceutical companies Roche Holding and Novo Nordisk, based in Switzerland and Denmark, respectively. Of final note, the fund was helped by its exposure to equity index futures, which we used to temporarily reinvest cash to gain additional exposure to the market. The biggest individual detractor was Telefonica, Spain's leading telecommunication services company. Several technology stocks hampered results, including Japanese electronics manufacturer Canon and two leading mobile phone manufacturers, Nokia and HTC, based in Finland and Taiwan, respectively. U.K.-based natural gas company BG Group also detracted.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period*
May 1, 2012
to October 31, 2012

Actual

.20%

$ 1,000.00

$ 1,014.40

$ 1.01

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,024.13

$ 1.02

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

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United Kingdom 14.8%

 

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Japan 13.1%

 

abc1290023

Canada 8.3%

 

abc1290025

Australia 6.0%

 

abc1290027

France 6.0%

 

abc1290029

Switzerland 5.9%

 

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Germany 5.8%

 

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Korea (South) 3.5%

 

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Brazil 2.9%

 

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Other 33.7%

 

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Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

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United Kingdom 14.4%

 

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Japan 13.8%

 

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Canada 8.3%

 

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Australia 5.7%

 

abc1290027

France 5.5%

 

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Switzerland 5.4%

 

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Germany 5.4%

 

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United States of America* 4.5%

 

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Korea (South) 3.5%

 

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Other 33.5%

 

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* Includes short-term investments and net other assets (liabilities)

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

100.0

100.1

Short-Term Investments and Net Other Assets (Liabilities)

0.0

(0.1)

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

1.4

1.3

HSBC Holdings PLC (United Kingdom) (United Kingdom, Commercial Banks)

1.2

1.0

Novartis AG (Switzerland, Pharmaceuticals)

0.9

0.8

BP PLC (United Kingdom, Oil, Gas & Consumable Fuels)

0.9

0.9

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

0.9

0.8

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

0.9

0.9

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

0.9

0.9

BHP Billiton Ltd. (Australia, Metals & Mining)

0.8

0.8

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

0.7

0.7

Total SA (France, Oil, Gas & Consumable Fuels)

0.7

0.6

 

9.3

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.2

24.2

Materials

10.8

11.1

Energy

10.7

11.2

Industrials

10.3

9.2

Consumer Staples

10.2

9.9

Consumer Discretionary

8.4

8.3

Health Care

7.0

6.0

Information Technology

6.0

6.4

Telecommunication Services

5.2

5.9

Utilities

3.4

3.4

Annual Report

Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.6%

Shares

Value

Australia - 6.0%

AGL Energy Ltd.

36,560

$ 551,809

ALS Ltd.

22,130

212,951

Alumina Ltd.

175,308

174,996

Amcor Ltd.

78,439

643,246

AMP Ltd.

191,915

914,408

APA Group unit

41,474

222,149

Asciano Ltd. unit

66,746

315,943

ASX Ltd.

11,769

362,839

Australia & New Zealand Banking Group Ltd.

177,929

4,700,595

Bendigo & Adelaide Bank Ltd.

27,045

226,838

BHP Billiton Ltd.

214,203

7,583,953

Boral Ltd.

49,266

183,595

Brambles Ltd.

104,986

791,200

Caltex Australia Ltd.

9,435

166,890

Centro Retail Australia unit

82,337

183,760

CFS Retail Property Trust unit

137,854

279,759

Coca-Cola Amatil Ltd.

38,191

533,214

Cochlear Ltd.

3,842

283,919

Commonwealth Bank of Australia

105,740

6,338,837

Computershare Ltd.

30,393

274,165

Crown Ltd.

26,430

266,675

CSL Ltd.

34,036

1,678,226

DEXUS Property Group unit

297,216

303,897

Echo Entertainment Group Ltd.

51,096

186,171

Fortescue Metals Group Ltd. (e)

89,455

378,864

Goodman Group unit

102,926

473,312

Harvey Norman Holdings Ltd. (e)

41,906

82,868

Iluka Resources Ltd.

27,440

282,562

Incitec Pivot Ltd.

104,698

343,434

Insurance Australia Group Ltd.

136,814

651,871

John Fairfax Holdings Ltd. (e)

127,019

52,082

Leighton Holdings Ltd.

10,345

192,221

Lend Lease Group unit

35,114

316,022

Lynas Corp. Ltd. (a)(e)

118,593

89,867

Macquarie Group Ltd.

21,927

726,086

Metcash Ltd.

58,787

223,347

Mirvac Group unit

221,789

346,493

National Australia Bank Ltd.

148,752

3,982,286

Newcrest Mining Ltd.

50,829

1,394,527

Orica Ltd.

24,579

640,917

Origin Energy Ltd.

73,356

865,032

OZ Minerals Ltd.

22,197

188,711

Common Stocks - continued

Shares

Value

Australia - continued

Qantas Airways Ltd. (a)

82,933

$ 114,498

QBE Insurance Group Ltd.

79,316

1,085,162

QR National Ltd.

110,643

429,550

Ramsay Health Care Ltd.

8,798

216,994

Rio Tinto Ltd.

29,081

1,718,878

Santos Ltd.

63,949

764,060

Sims Metal Management Ltd.

11,508

112,452

Sonic Healthcare Ltd.

25,715

347,015

SP AusNet unit

97,895

107,717

Stockland Corp. Ltd. unit

150,075

539,017

Suncorp-Metway Ltd.

84,673

826,211

Sydney Airport unit

13,641

48,003

Tabcorp Holdings Ltd.

46,637

137,489

Tattersall's Ltd.

86,103

250,262

Telstra Corp. Ltd.

285,795

1,228,212

The GPT Group unit

90,868

335,799

Toll Holdings Ltd.

44,814

206,545

Transurban Group unit

85,739

541,128

Wesfarmers Ltd.

66,679

2,406,645

Westfield Group unit

143,963

1,593,039

Westfield Retail Trust unit

192,962

620,943

Westpac Banking Corp.

203,021

5,376,129

Whitehaven Coal Ltd.

29,000

91,816

Woodside Petroleum Ltd.

44,042

1,572,692

Woolworths Ltd.

81,571

2,490,285

WorleyParsons Ltd.

14,107

361,262

TOTAL AUSTRALIA

62,132,340

Austria - 0.2%

Andritz AG

4,582

275,983

Erste Bank AG (a)

13,760

345,554

IMMOEAST AG (a)

928

0

IMMOFINANZ Immobilien Anlagen AG

64,972

250,956

OMV AG

9,503

347,348

Osterreichische Elektrizitatswirtschafts AG

3,706

86,247

Raiffeisen International Bank-Holding AG (e)

3,088

123,477

Telekom Austria AG

21,696

136,669

Vienna Insurance Group AG Wien

2,765

118,733

Voestalpine AG

7,134

224,696

TOTAL AUSTRIA

1,909,663

Common Stocks - continued

Shares

Value

Bailiwick of Guernsey - 0.0%

Resolution Ltd.

98,907

$ 348,431

Bailiwick of Jersey - 0.6%

Experian PLC

67,364

1,163,183

Glencore International PLC (e)

248,171

1,373,867

Petrofac Ltd.

17,149

443,894

Randgold Resources Ltd.

5,858

700,251

Shire PLC

37,481

1,053,950

Wolseley PLC

18,701

817,542

WPP PLC

83,955

1,085,142

TOTAL BAILIWICK OF JERSEY

6,637,829

Belgium - 0.8%

Ageas

15,950

405,926

Anheuser-Busch InBev SA NV

53,239

4,452,439

Belgacom SA

9,707

283,718

Colruyt NV

4,925

224,956

Delhaize Group SA

6,862

262,726

Groupe Bruxelles Lambert SA

5,160

380,956

KBC Groupe SA

10,776

252,948

Mobistar SA

1,738

45,978

Solvay SA Class A

3,962

476,355

Telenet Group Holding NV

3,830

175,611

UCB SA

7,316

426,718

Umicore SA

7,598

389,937

TOTAL BELGIUM

7,778,268

Bermuda - 0.5%

Brilliance China Automotive Holdings Ltd. (a)

174,000

217,330

Cheung Kong Infrastructure Holdings Ltd.

33,000

193,315

China Gas Holdings Ltd.

186,000

101,279

China Resources Gas Group Ltd.

50,000

110,838

China Yurun Food Group Ltd. (a)

80,000

58,632

Cosco Pacific Ltd.

103,360

152,572

Credicorp Ltd. (NY Shares)

4,530

585,910

First Pacific Co. Ltd.

144,000

160,350

GOME Electrical Appliances Holdings Ltd.

737,000

77,028

Haier Electronics Group Co. Ltd. (a)

54,000

69,050

Huabao International Holdings Ltd.

122,000

60,921

Kerry Properties Ltd.

47,500

235,660

Kunlun Energy Co. Ltd.

212,000

393,907

Li & Fung Ltd.

398,000

667,609

Nine Dragons Paper (Holdings) Ltd.

100,000

70,451

Common Stocks - continued

Shares

Value

Bermuda - continued

Noble Group Ltd.

268,363

$ 288,208

NWS Holdings Ltd.

86,550

130,662

Orient Overseas International Ltd.

13,500

85,354

Seadrill Ltd.

23,666

958,047

Shangri-La Asia Ltd.

98,000

189,676

Sihuan Pharmaceutical Holdings Group Ltd.

83,000

32,557

Yue Yuen Industrial (Holdings) Ltd.

51,000

176,031

TOTAL BERMUDA

5,015,387

Brazil - 2.9%

AES Tiete SA (PN) (non-vtg.)

7,300

82,918

All America Latina Logistica SA

31,400

142,850

Amil Participacoes SA

8,700

130,861

Anhanguera Educacional Participacoes SA

7,300

127,954

Banco Bradesco SA:

(PN)

89,536

1,410,675

(PN) sponsored ADR

38,170

597,742

Banco do Brasil SA

33,200

354,223

Banco do Brasil SA sponsored ADR (e)

5,600

60,816

Banco do Estado Rio Grande do Sul SA

12,800

101,150

Banco Santander SA (Brasil):

ADR

13,800

93,840

unit

36,000

247,261

BM&F Bovespa SA

118,900

761,035

BR Malls Participacoes SA

27,100

356,254

BR Properties SA

12,700

166,328

Bradespar SA (PN)

15,300

225,992

Brasil Foods SA

32,900

598,535

Brasil Foods SA sponsored ADR

9,700

177,704

Braskem SA:

(PN-A)

6,200

40,966

Class A sponsored ADR (a)

1,500

19,620

CCR SA

60,000

527,609

Centrais Eletricas Brasileiras SA (Electrobras)

11,800

64,779

Centrais Eletricas Brasileiras SA (Electrobras):

(PN-B)

10,900

86,672

(PN-B) sponsored ADR

4,800

38,400

sponsored ADR

4,100

22,796

Cetip SA - Mercados Organizado

13,338

153,669

Cia.Hering SA

9,500

218,247

Cielo SA

17,088

422,772

Cielo SA sponsored ADR

2,400

59,424

Common Stocks - continued

Shares

Value

Brazil - continued

Companhia Brasileira de Distribuicao Grupo Pao de Acucar:

(PN)

3,901

$ 179,008

sponsored ADR

2,200

102,828

Companhia de Bebidas das Americas (AmBev):

(PN)

36,706

1,500,011

(PN) sponsored ADR

13,300

542,507

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP)

4,600

194,731

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR

1,400

117,614

Companhia de Saneamento de Minas Gerais

4,100

96,775

Companhia de Transmissao de Energia Eletrica Paulista (PN)

2,400

38,463

Companhia Energetica de Minas Gerais (CEMIG):

(PN)

22,175

265,307

(PN) sponsored ADR (non-vtg.)

8,750

104,913

Companhia Energetica de Sao Paulo Series A

10,800

97,043

Companhia Paranaense de Energia-Copel:

(PN-B)

5,400

79,762

(PN-B) sponsored ADR (e)

1,700

25,092

Companhia Siderurgica Nacional SA (CSN)

39,100

216,190

Companhia Siderurgica Nacional SA (CSN) sponsored ADR

11,400

62,016

Cosan SA Industria e Comercio

8,600

164,925

CPFL Energia SA

12,700

147,569

CPFL Energia SA sponsored ADR

1,608

37,450

Cyrela Brazil Realty SA

18,400

156,002

Diagnosticos da America SA

17,600

116,984

Drogasil SA

13,700

150,757

Duratex SA

14,220

98,928

Ecorodovias Infraestrutura e Logistica SA

10,000

87,344

Eletropaulo Metropolitana SA (PN-B)

5,100

40,503

Embraer SA

26,000

181,778

Embraer SA sponsored ADR

2,625

73,264

Energias do Brasil SA

12,900

80,663

Fibria Celulose SA (a)

9,895

83,991

Fibria Celulose SA sponsored ADR (a)(e)

7,900

69,599

Gerdau SA:

(PN)

38,650

337,775

sponsored ADR

17,150

150,749

HRT Participacoes em Petroleo SA GDR (a)

7,000

10,583

Hypermarcas SA (a)

21,900

174,139

Itau Unibanco Holdings SA

105,500

1,542,724

Itau Unibanco Holdings SA sponsored ADR

46,550

678,699

Common Stocks - continued

Shares

Value

Brazil - continued

Itausa-Investimentos Itau SA (PN)

169,798

$ 744,050

JBS SA (a)

36,500

118,069

Klabin SA (PN) (non-vtg.)

28,500

167,404

Light SA

3,500

37,653

Localiza Rent A Car SA

8,800

154,245

Lojas Americanas SA (PN)

26,825

224,527

Lojas Renner SA

7,600

281,391

Marcopolo SA (PN)

13,000

76,232

Metalurgica Gerdau SA (PN)

18,300

205,070

MMX Mineracao e Metalicos SA (a)

9,000

17,813

MPX Mineracao e Energia SA (a)

12,000

63,396

MRV Engenharia e Participacoes SA

23,000

116,639

Multiplan Empreendimentos Imobiliarios SA

5,100

149,405

Multiplus SA

3,700

85,967

Natura Cosmeticos SA

10,900

290,606

Obrascon Huarte Lain Brasil SA

8,000

75,232

Odontoprev SA

16,300

84,267

OGX Petroleo e Gas Participacoes SA (a)

75,900

176,012

OGX Petroleo e Gas Participacoes SA sponsored ADR (a)(e)

13,800

32,292

Oi SA

10,918

51,605

Oi SA:

ADR

977

4,553

(PN)

49,303

197,596

sponsored ADR (e)

13,014

52,056

PDG Realty SA Empreendimentos e Participacoes

73,000

122,922

Petroleo Brasileiro SA - Petrobras:

(ON)

136,511

1,445,059

(PN) (non-vtg.)

196,640

2,013,792

(PN) sponsored ADR (non-vtg.)

41,350

848,916

sponsored ADR

30,750

652,208

Porto Seguro SA

9,000

95,714

Souza Cruz SA

25,400

331,405

Sul America SA unit

7,679

60,493

Telefonica Brasil SA

13,140

291,130

Telefonica Brasil SA sponsored ADR

5,940

130,799

TIM Participacoes SA

45,303

160,598

TIM Participacoes SA sponsored ADR

1,933

33,596

Totvs SA

7,500

152,507

Tractebel Energia SA

10,800

186,111

Ultrapar Participacoes SA

16,300

341,882

Ultrapar Participacoes SA sponsored ADR

5,800

120,814

Common Stocks - continued

Shares

Value

Brazil - continued

Usinas Siderurgicas de Minas Gerais SA - Usiminas:

ADR

7,100

$ 35,278

(PN-A) (non-vtg.)

19,300

93,219

Vale SA

58,100

1,071,291

Vale SA:

(PN-A)

98,300

1,759,290

(PN-A) sponsored ADR

37,200

661,788

sponsored ADR

26,400

483,648

TOTAL BRAZIL

29,796,318

Canada - 8.1%

Agnico-Eagle Mines Ltd. (Canada)

11,467

647,433

Agrium, Inc.

10,555

1,111,564

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

8,116

398,669

ARC Resources Ltd. (e)

19,107

463,925

Athabasca Oil Corp. (a)

21,598

261,447

Bank of Montreal (e)

42,605

2,517,694

Bank of Nova Scotia

73,002

3,965,315

Barrick Gold Corp.

66,363

2,683,756

Baytex Energy Corp. (e)

8,025

365,193

BCE, Inc.

16,933

740,220

Bell Aliant, Inc.

5,289

143,617

Bombardier, Inc. Class B (sub. vtg.) (e)

91,205

347,013

Bonavista Energy Corp. (e)

9,274

166,305

Brookfield Asset Management, Inc. Class A

37,198

1,280,468

Brookfield Properties Corp. (e)

18,557

285,764

CAE, Inc.

17,994

198,002

Cameco Corp.

25,517

494,883

Canadian Imperial Bank of Commerce (e)

26,841

2,111,268

Canadian National Railway Co.

29,015

2,505,385

Canadian Natural Resources Ltd.

73,067

2,202,069

Canadian Oil Sands Ltd. (e)

32,150

682,433

Canadian Pacific

11,161

1,026,756

Canadian Tire Ltd. Class A (non-vtg.) (e)

5,269

376,994

Canadian Utilities Ltd. Class A (non-vtg.)

4,279

287,052

Catamaran Corp. (a)

12,806

601,353

Cenovus Energy, Inc.

50,106

1,767,444

Centerra Gold, Inc.

12,827

145,512

CGI Group, Inc. Class A (sub. vtg.) (a)

15,341

401,362

CI Financial Corp.

10,043

234,697

Crescent Point Energy Corp. (e)

20,901

868,477

Eldorado Gold Corp.

45,543

673,056

Common Stocks - continued

Shares

Value

Canada - continued

Empire Co. Ltd. Class A (non-vtg.)

2,176

$ 126,780

Enbridge, Inc. (e)

49,523

1,970,507

Encana Corp.

48,931

1,102,325

Enerplus Corp.

13,558

217,878

Fairfax Financial Holdings Ltd. (sub. vtg.)

1,300

482,266

Finning International, Inc.

11,168

262,217

First Quantum Minerals Ltd.

31,324

704,104

Fortis, Inc. (e)

12,247

414,099

Franco-Nevada Corp.

9,436

543,344

George Weston Ltd.

3,647

236,767

Gildan Activewear, Inc.

7,477

254,611

Goldcorp, Inc.

53,714

2,428,222

Great-West Lifeco, Inc. (e)

19,000

437,547

H&R REIT/H&R Finance Trust (e)

5,967

144,164

Husky Energy, Inc. (e)

22,498

609,333

IAMGOLD Corp.

25,458

395,093

IGM Financial, Inc.

7,000

277,757

Imperial Oil Ltd.

19,850

878,269

Industrial Alliance Insurance and Financial Services, Inc.

6,202

169,837

Inmet Mining Corp.

3,624

186,870

Intact Financial Corp.

8,457

518,640

Kinross Gold Corp.

75,038

745,309

Loblaw Companies Ltd. (e)

7,799

270,339

Magna International, Inc. Class A (sub. vtg.)

14,628

650,296

Manulife Financial Corp.

120,055

1,483,333

MEG Energy Corp. (a)

8,666

316,531

Metro, Inc. Class A (sub. vtg.)

6,383

376,557

National Bank of Canada (e)

10,765

831,883

New Gold, Inc. (a)

31,529

369,035

Nexen, Inc.

35,553

849,000

Onex Corp. (sub. vtg.)

5,996

241,341

Open Text Corp. (a)

3,753

201,713

Osisko Mining Corp. (a)

26,195

257,295

Pacific Rubiales Energy Corp.

19,617

461,380

Pan American Silver Corp.

9,218

202,219

Pembina Pipeline Corp. (e)

19,059

532,984

Pengrowth Energy Corp. (e)

32,524

195,063

Penn West Petroleum Ltd.

31,966

415,118

Potash Corp. of Saskatchewan, Inc.

57,145

2,297,243

Power Corp. of Canada (sub. vtg.) (e)

23,302

565,314

Power Financial Corp.

16,712

431,375

Precision Drilling Corp. (a)

16,921

121,137

Common Stocks - continued

Shares

Value

Canada - continued

Progress Energy Resources Corp.

12,927

$ 260,417

Research In Motion Ltd. (a)(e)

31,209

247,487

RioCan (REIT)

9,522

259,704

Ritchie Brothers Auctioneers, Inc. (e)

5,269

116,854

Rogers Communications, Inc. Class B (non-vtg.) (e)

25,576

1,122,655

Royal Bank of Canada (e)

95,471

5,442,922

Saputo, Inc.

8,641

379,209

Shaw Communications, Inc. Class B (e)

25,382

553,004

Shoppers Drug Mart Corp.

13,603

567,002

Silver Wheaton Corp.

23,471

945,890

Sino-Forest Corp. (a)

5,569

0

SNC-Lavalin Group, Inc. (e)

9,795

394,546

Sun Life Financial, Inc.

39,408

977,358

Suncor Energy, Inc.

103,580

3,476,347

Talisman Energy, Inc.

69,378

786,342

Teck Resources Ltd. Class B (sub. vtg.)

37,742

1,197,919

TELUS Corp. (non-vtg.)

10,086

648,635

The Toronto-Dominion Bank

60,273

4,902,103

Thomson Reuters Corp. (e)

25,275

711,623

Tim Hortons, Inc.

4,141

205,725

Tim Hortons, Inc. (Canada)

6,385

316,965

Tourmaline Oil Corp. (a)

8,157

269,518

TransAlta Corp.

17,175

273,768

TransCanada Corp.

46,841

2,109,076

Turquoise Hill Resources Ltd. (a)

26,921

210,516

Valeant Pharmaceuticals International, Inc. (Canada) (a)

19,076

1,065,773

Vermilion Energy, Inc.

5,892

281,695

Viterra, Inc.

21,262

335,083

Yamana Gold, Inc.

49,617

1,002,027

TOTAL CANADA

83,190,384

Cayman Islands - 0.9%

Agile Property Holdings Ltd.

78,000

88,668

Airtac International Group

7,000

32,831

Anta Sports Products Ltd.

56,000

47,690

ASM Pacific Technology Ltd.

13,300

148,273

Belle International Holdings Ltd.

310,000

577,596

Bosideng International Holdings Ltd.

226,000

71,736

Chaoda Modern Agriculture (Holdings) Ltd. (a)

58,000

2,994

China Mengniu Dairy Co. Ltd.

78,000

236,515

China Resources Cement Holdings Ltd.

114,000

77,519

China Resources Land Ltd.

138,000

315,172

Common Stocks - continued

Shares

Value

Cayman Islands - continued

China Rongsheng Heavy Industry Group Co. Ltd.

174,500

$ 37,602

China Shanshui Cement Group Ltd.

117,000

87,108

China State Construction International Holdings Ltd.

114,000

135,769

China ZhengTong Auto Services Holdings Ltd. (a)

47,000

31,839

China Zhongwang Holdings Ltd. (a)

68,000

27,200

Country Garden Holdings Co. Ltd.

251,786

101,039

Daphne International Holdings Ltd.

44,000

53,084

ENN Energy Holdings Ltd.

48,000

199,741

Evergrande Real Estate Group Ltd.

371,000

162,282

Foxconn International Holdings Ltd. (a)

122,000

42,503

GCL-Poly Energy Holdings Ltd.

468,000

83,334

Geely Automobile Holdings Ltd.

215,000

92,380

Golden Eagle Retail Group Ltd. (H Shares)

47,000

103,096

Hengan International Group Co. Ltd.

48,000

437,262

Hengdeli Holdings Ltd.

124,000

39,040

Intime Department Store Group Co. Ltd.

64,000

75,809

Kingboard Chemical Holdings Ltd.

45,500

135,325

Lee & Man Paper Manufacturing Ltd.

164,000

86,126

Lifestyle International Holdings Ltd.

38,000

81,197

Longfor Properties Co. Ltd.

91,500

161,511

MGM China Holdings Ltd.

71,200

128,619

MStar Semiconductor, Inc.

23,908

202,575

Parkson Retail Group Ltd.

85,500

72,371

Sands China Ltd.

161,600

607,821

Sany Heavy Equipment International Holdings Co. Ltd.

42,000

22,057

Shimao Property Holdings Ltd.

97,000

185,238

Shui On Land Ltd.

194,170

82,177

SOHO China Ltd.

124,500

84,659

Tencent Holdings Ltd.

67,300

2,379,365

Tingyi (Cayman Islands) Holding Corp.

130,000

386,643

TPK Holding Co. Ltd.

13,496

169,566

Uni-President China Holdings Ltd.

75,000

94,354

Want Want China Holdings Ltd.

401,000

548,461

Wynn Macau Ltd.

105,200

297,952

Yingde Gases Group Co. Ltd.

47,500

45,048

Zhen Ding Technology Holding Ltd.

12,600

33,301

Zhongsheng Group Holdings Ltd. Class H

29,500

38,140

TOTAL CAYMAN ISLANDS

9,150,588

Chile - 0.4%

AES Gener SA

139,174

82,726

Aguas Andinas SA

175,738

117,938

Common Stocks - continued

Shares

Value

Chile - continued

Banco de Chile

1,177,109

$ 175,631

Banco de Credito e Inversiones

2,164

139,424

Banco Santander Chile

4,660,033

322,033

Banco Santander Chile sponsored ADR

106

2,882

CAP SA

5,090

175,471

Cencosud SA

65,008

354,798

Colbun SA (a)

538,165

150,147

Compania Cervecerias Unidas SA

8,421

122,513

Compania Cervecerias Unidas SA sponsored ADR

63

4,469

Compania de Petroleos de Chile SA (COPEC)

30,450

436,799

CorpBanca SA

5,357,880

70,098

E-CL SA

35,227

86,100

Empresa Nacional de Electricidad SA

215,791

347,356

Empresa Nacional de Electricidad SA sponsored ADR

174

8,329

Empresa Nacional de Telecomunicaciones SA (ENTEL)

7,337

149,439

Empresas CMPC SA

71,808

275,352

Enersis SA

895,413

306,504

Enersis SA sponsored ADR

453

7,674

Lan Airlines SA

16,399

402,349

SACI Falabella

31,839

326,562

Sociedad Quimica y Minera de Chile SA:

(PN-B)

5,656

327,734

(PN-B) sponsored ADR

95

5,496

Vina Concha y Toro SA

22,981

46,473

TOTAL CHILE

4,444,297

China - 2.4%

Agricultural Bank China Ltd. (H Shares)

1,440,000

624,306

Air China Ltd. (H Shares)

114,000

80,903

Aluminum Corp. of China Ltd. (H Shares) (a)

288,000

124,754

Angang Steel Co. Ltd. (H Shares) (a)

78,000

46,800

Anhui Conch Cement Co. Ltd. (H Shares)

85,000

293,934

AviChina Industry & Technology Co. Ltd.

100,000

41,032

Bank Communications Co. Ltd. (H Shares)

455,200

325,392

Bank of China Ltd. (H Shares)

5,033,024

2,071,644

BBMG Corp. (H Shares)

75,000

64,451

Beijing Capital International Airport Co. Ltd. (H Shares)

130,000

83,703

BYD Co. Ltd. (H Shares) (a)

40,000

78,967

Changsha Zoomlion Heavy Industry Science & Technology Development Co. Ltd. (H Shares)

95,040

128,027

China BlueChemical Ltd. (H Shares)

102,000

64,622

China CITIC Bank Corp. Ltd. (H Shares)

485,293

247,967

Common Stocks - continued

Shares

Value

China - continued

China Coal Energy Co. Ltd. (H Shares)

299,000

$ 297,069

China Communications Construction Co. Ltd. (H Shares)

295,000

276,727

China Communications Services Corp. Ltd. (H Shares)

176,000

99,241

China Construction Bank Corp. (H Shares)

4,803,649

3,619,759

China Cosco Holdings Co. Ltd. (H Shares) (a)

200,000

99,354

China International Marine Containers (Group) Ltd. (B Shares)

34,500

42,468

China Life Insurance Co. Ltd. (H Shares)

494,000

1,452,613

China Longyuan Power Grid Corp. Ltd. (H Shares)

163,000

106,212

China Merchants Bank Co. Ltd. (H Shares)

262,480

490,411

China Minsheng Banking Corp. Ltd. (H Shares)

352,300

320,477

China National Building Materials Co. Ltd. (H Shares)

178,000

226,920

China Oilfield Services Ltd. (H Shares)

106,000

201,057

China Pacific Insurance Group Co. Ltd. (H Shares)

131,600

412,627

China Petroleum & Chemical Corp. (H Shares)

1,130,000

1,190,881

China Railway Construction Corp. Ltd. (H Shares)

142,000

141,083

China Railway Group Ltd. (H Shares)

290,000

147,805

China Shenhua Energy Co. Ltd. (H Shares)

228,500

972,961

China Ship Container Lines Co. Ltd. (H Shares) (a)

179,000

47,810

China Shipping Development Co. Ltd. (H Shares)

86,000

45,164

China Southern Airlines Ltd. (H Shares)

148,000

70,085

China Telecom Corp. Ltd. (H Shares)

926,000

547,867

China Vanke Co. Ltd. (B Shares)

92,800

121,058

Chongqing Rural Commercial Bank Co. Ltd. (H Shares)

119,000

55,891

CITIC Securities Co. Ltd. (H Shares)

44,000

82,549

CSG Holding Co. Ltd. (B Shares)

51,600

32,558

CSR Corp. Ltd. (H Shares)

112,000

86,998

Datang International Power Generation Co. Ltd. (H Shares)

152,000

54,131

Dongfang Electric Corp. Ltd. (H Shares)

14,400

24,118

Dongfeng Motor Group Co. Ltd. (H Shares)

180,000

222,966

Great Wall Motor Co. Ltd. (H Shares)

70,500

193,760

Guangzhou Automobile Group Co. Ltd. (H Shares)

151,376

103,716

Guangzhou R&F Properties Co. Ltd. (H Shares)

59,200

72,796

Huaneng Power International, Inc. (H Shares)

228,000

182,154

Industrial & Commercial Bank of China Ltd. (H Shares)

4,342,008

2,874,111

Inner Mongolia Yitai Coal Co. Ltd. (B Shares)

41,600

226,054

Jiangsu Expressway Co. Ltd. (H Shares)

74,000

63,783

Jiangxi Copper Co. Ltd. (H Shares)

94,000

243,186

Metallurgical Corp. China Ltd. (H Shares) (a)

157,000

29,171

PetroChina Co. Ltd. (H Shares)

1,396,000

1,894,258

PICC Property & Casualty Co. Ltd. (H Shares)

174,020

231,726

Ping An Insurance Group Co. China Ltd. (H Shares)

124,000

982,394

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

108,000

146,043

Common Stocks - continued

Shares

Value

China - continued

Shanghai Electric Group Co. Ltd. (H Shares)

196,000

$ 79,664

Shanghai Pharma Holding Co. Ltd. (H Shares)

48,200

89,309

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

102,000

29,218

Sinopharm Group Co. Ltd. (H Shares)

50,000

168,063

Tsingtao Brewery Co. Ltd. (H Shares)

18,000

97,316

Weichai Power Co. Ltd. (H Shares)

31,200

110,508

Wumart Stores, Inc. (H Shares)

29,000

51,489

Yanzhou Coal Mining Co. Ltd. (H Shares)

122,000

181,856

Zhaojin Mining Industry Co. Ltd. (H Shares)

69,000

115,741

Zhejiang Expressway Co. Ltd. (H Shares)

84,000

61,238

Zhuzhou CSR Times Electric Co. Ltd. (H Shares)

33,000

97,083

Zijin Mining Group Co. Ltd. (H Shares)

373,000

150,162

ZTE Corp. (H Shares)

36,680

51,683

TOTAL CHINA

24,291,844

Colombia - 0.3%

Almacenes Exito SA

12,970

247,255

BanColombia SA

14,951

233,925

BanColombia SA:

sponsored ADR

40

2,561

(PN)

21,828

348,197

Cementos Argos SA

22,912

109,572

Corp. Financiera Colombiana SA

5,918

112,431

Ecopetrol SA

331,381

985,950

Grupo de Inversiones Suramerica

16,120

314,697

Interconexion Electrica SA ESP

26,592

144,010

Inversiones Argos SA

19,138

218,778

Isagen SA

54,439

76,379

TOTAL COLOMBIA

2,793,755

Czech Republic - 0.1%

Ceske Energeticke Zavody A/S

10,889

401,467

Komercni Banka A/S

1,029

210,000

Telefonica Czech Rep A/S

8,041

160,155

TOTAL CZECH REPUBLIC

771,622

Denmark - 0.8%

A.P. Moller - Maersk A/S:

Series A

38

251,689

Series B

87

607,073

Carlsberg A/S Series B

7,059

608,963

Coloplast A/S Series B

1,562

342,506

Danske Bank A/S (a)

43,077

673,622

Common Stocks - continued

Shares

Value

Denmark - continued

DSV de Sammensluttede Vognmaend A/S

12,379

$ 278,322

Novo Nordisk A/S Series B

27,046

4,335,893

Novozymes A/S Series B

16,220

448,101

TDC A/S

31,244

215,248

Tryg A/S

1,589

103,810

William Demant Holding A/S (a)

1,739

149,566

TOTAL DENMARK

8,014,793

Egypt - 0.1%

Commercial International Bank Ltd.

31,388

195,132

Commercial International Bank Ltd. sponsored GDR

2,426

14,799

EFG-Hermes Holding SAE

25,318

48,586

Egyptian Kuwaiti Holding

34,435

43,388

National Societe Generale Bank

4,750

35,358

Orascom Construction Industries SAE

4,139

174,024

Orascom Construction Industries SAE GDR

2,427

99,264

Orascom Telecom Holding SAE (a)

123,060

72,477

Orascom Telecom Holding SAE unit (a)

4,891

14,697

Orascom Telecom Media & Technology Holding SAE

24,455

2,400

Talaat Moustafa Group Holding (a)

53,119

41,626

Telecom Egypt SAE

24,076

54,356

TOTAL EGYPT

796,107

Finland - 0.5%

Elisa Corp. (A Shares)

9,363

200,727

Fortum Corp.

29,582

547,150

Kesko Oyj

4,480

140,233

Kone Oyj (B Shares)

10,209

731,090

Metso Corp.

8,703

305,360

Neste Oil Oyj

7,986

99,836

Nokia Corp. (e)

247,026

664,127

Nokian Tyres PLC

7,069

293,200

Orion Oyj (B Shares)

7,083

175,166

Pohjola Bank PLC (A Shares)

7,752

105,501

Sampo OYJ (A Shares)

28,319

887,543

Stora Enso Oyj (R Shares)

35,268

222,529

UPM-Kymmene Corp.

34,933

374,000

Wartsila Corp.

11,072

447,894

TOTAL FINLAND

5,194,356

France - 6.0%

Accor SA

9,457

295,043

Aeroports de Paris

2,060

159,270

Common Stocks - continued

Shares

Value

France - continued

Air Liquide SA

9,307

$ 1,097,757

Air Liquide SA (a)

3,733

440,306

Air Liquide SA

7,697

907,858

Alcatel-Lucent SA (a)(e)

161,135

164,758

Alstom SA

13,542

462,507

Arkema SA

4,141

377,540

Atos Origin SA

3,624

243,364

AXA SA

117,160

1,862,525

BIC SA

1,929

235,226

BNP Paribas SA

64,149

3,226,924

Bouygues SA

12,010

288,841

Bureau Veritas SA

3,819

405,553

Cap Gemini SA

9,894

415,886

Carrefour SA

38,444

928,816

Casino Guichard Perrachon SA

3,725

325,321

Christian Dior SA

3,526

506,152

CNP Assurances

10,198

144,078

Compagnie de St. Gobain

26,327

927,825

Compagnie Generale de Geophysique SA (a)

8,983

292,441

Credit Agricole SA (a)

67,725

509,836

Danone SA

38,445

2,363,211

Dassault Systemes SA

4,020

423,563

Edenred SA

11,434

330,861

EDF SA

7,211

152,582

EDF SA

9,060

191,706

Essilor International SA

13,195

1,189,493

Eurazeo SA

1,720

78,730

Eutelsat Communications

8,441

270,238

Fonciere Des Regions

1,553

124,841

France Telecom SA

123,371

1,378,982

GDF Suez

89,126

2,045,293

Gecina SA

1,556

172,316

Groupe Eurotunnel SA

36,364

276,483

ICADE

1,596

143,627

Iliad SA

1,463

225,371

Imerys

2,487

139,724

JCDecaux SA

4,133

87,480

Klepierre SA

6,694

248,189

L'Oreal SA

7,061

899,378

L'Oreal SA (a)

2,895

368,744

L'Oreal SA

6,036

768,821

Lafarge SA (a)

2,505

146,693

Common Stocks - continued

Shares

Value

France - continued

Lafarge SA

4,998

$ 292,683

Lafarge SA (Bearer)

5,088

297,954

Lagardere S.C.A. (Reg.)

7,871

215,109

Legrand SA

15,973

615,305

LVMH Moet Hennessy - Louis Vuitton SA

16,895

2,746,066

Michelin CGDE Series B

12,019

1,032,227

Natixis SA

63,820

209,117

Pernod Ricard SA

14,132

1,520,876

Peugeot Citroen SA (a)(e)

15,055

96,319

PPR SA

5,086

894,234

Publicis Groupe SA

11,678

629,146

Remy Cointreau SA

1,537

159,414

Renault SA

12,600

563,600

Rexel SA

7,623

137,982

Safran SA

15,314

609,272

Sanofi SA

78,909

6,930,378

Schneider Electric SA

34,594

2,162,810

SCOR SE

10,712

285,879

Societe Generale Series A (a)

46,368

1,473,950

Sodexo SA

376

28,934

Sodexo SA

6,008

462,330

Suez Environnement SA

18,195

193,219

Technip SA

6,484

730,328

Thales SA

6,029

212,046

Total SA

141,202

7,112,377

Unibail-Rodamco

6,124

1,379,956

Vallourec SA

6,517

268,066

Veolia Environnement SA

21,519

212,997

VINCI SA

30,758

1,361,258

Vivendi SA

85,590

1,751,148

Wendel SA

2,220

195,638

Zodiac Aerospace

2,221

227,364

TOTAL FRANCE

61,252,135

Germany - 5.4%

adidas AG

13,668

1,164,458

Allianz AG

30,169

3,740,646

Axel Springer Verlag

2,800

120,091

BASF AG

60,932

5,049,000

Bayer AG

54,867

4,778,275

Bayerische Motoren Werke AG (BMW)

21,900

1,744,300

Beiersdorf AG

6,744

490,471

Common Stocks - continued

Shares

Value

Germany - continued

Brenntag AG

3,398

$ 428,276

Celesio AG

5,991

115,974

Commerzbank AG (a)

240,697

461,106

Continental AG

5,435

544,757

Daimler AG (Germany)

60,229

2,812,321

Deutsche Bank AG

61,651

2,808,272

Deutsche Boerse AG

12,761

690,717

Deutsche Lufthansa AG

15,545

237,553

Deutsche Post AG

56,438

1,118,862

Deutsche Telekom AG

186,069

2,124,496

E.ON AG

119,510

2,715,448

Fraport AG Frankfurt Airport Services Worldwide

2,444

143,311

Fresenius Medical Care AG & Co. KGaA

14,062

988,056

Fresenius SE & Co. KGaA

8,375

955,263

GEA Group AG

11,273

351,991

Hannover Rueckversicherungs AG

3,837

269,902

HeidelbergCement Finance AG

9,442

500,422

Henkel AG & Co. KGaA

9,042

585,052

Hochtief AG (a)

1,844

91,445

Hugo Boss AG

1,791

179,282

Infineon Technologies AG

70,792

481,725

K&S AG

11,373

538,051

Kabel Deutschland Holding AG

5,985

431,237

Lanxess AG

5,627

464,811

Linde AG

12,298

2,068,222

MAN SE

3,236

326,362

Merck KGaA

4,296

549,031

Metro AG

8,473

244,081

Muenchener Rueckversicherungs AG

11,943

1,919,510

RWE AG

32,011

1,462,767

Salzgitter AG

2,660

115,103

SAP AG

61,136

4,458,224

Siemens AG

54,599

5,501,340

Suedzucker AG (Bearer)

3,952

153,134

Thyssenkrupp AG

25,488

579,952

United Internet AG

6,972

139,482

Volkswagen AG

2,021

393,976

Wacker Chemie AG (e)

988

55,808

TOTAL GERMANY

55,092,563

Common Stocks - continued

Shares

Value

Greece - 0.0%

Coca-Cola Hellenic Bottling Co. SA

13,005

$ 278,131

Greek Organization of Football Prognostics SA

15,722

100,464

TOTAL GREECE

378,595

Hong Kong - 2.9%

AIA Group Ltd.

677,400

2,683,361

Bank of East Asia Ltd.

88,089

326,780

Beijing Enterprises Holdings Ltd.

33,500

216,344

BOC Hong Kong (Holdings) Ltd.

243,500

749,347

Cathay Pacific Airways Ltd.

83,000

150,363

Cheung Kong Holdings Ltd.

93,000

1,373,991

China Agri-Industries Holdings Ltd.

121,000

75,722

China Everbright Ltd.

68,000

98,972

China Insurance International Holdings Co. Ltd. (a)

62,000

106,239

China Merchant Holdings International Co. Ltd.

70,532

233,892

China Mobile Ltd.

400,500

4,442,245

China Overseas Land & Investment Ltd.

272,000

712,460

China Resources Enterprise Ltd.

80,000

260,127

China Resources Power Holdings Co. Ltd.

124,000

265,598

China Unicom Ltd.

312,000

502,984

CITIC Pacific Ltd.

84,000

107,086

CLP Holdings Ltd.

122,000

1,040,535

CNOOC Ltd.

1,190,000

2,448,992

Dah Chong Hong Holdings Ltd.

38,000

35,842

Far East Horizon Ltd.

102,000

72,123

Fosun International Ltd.

133,500

65,630

Franshion Properties China Ltd.

246,000

75,228

Fushan International Energy Group Ltd.

244,000

85,321

Galaxy Entertainment Group Ltd. (a)

94,000

323,237

Guangdong Investment Ltd.

182,000

148,887

Hang Lung Group Ltd.

60,000

355,353

Hang Lung Properties Ltd.

144,000

500,745

Hang Seng Bank Ltd.

50,700

778,485

Henderson Land Development Co. Ltd.

63,388

439,215

Hong Kong & China Gas Co. Ltd.

342,525

910,448

Hong Kong Exchanges and Clearing Ltd.

69,639

1,149,261

Hopewell Holdings Ltd.

41,500

149,667

Hutchison Whampoa Ltd.

142,000

1,397,088

Hysan Development Co. Ltd.

44,434

196,368

Lenovo Group Ltd.

398,000

319,939

Link (REIT)

147,102

731,709

Mmg Ltd. (a)

92,000

36,562

Common Stocks - continued

Shares

Value

Hong Kong - continued

MTR Corp. Ltd.

97,965

$ 383,009

New World Development Co. Ltd.

244,026

377,215

PCCW Ltd.

244,000

98,544

Poly (Hong Kong) Investments Ltd. (a)

121,000

73,536

Power Assets Holdings Ltd.

91,000

773,789

Shanghai Industrial Holdings Ltd.

38,000

122,090

Sino Land Ltd.

189,170

338,795

Sino-Ocean Land Holdings Ltd.

201,641

126,448

SJM Holdings Ltd.

131,000

285,325

Sun Art Retail Group Ltd.

118,000

160,479

Sun Hung Kai Properties Ltd.

104,313

1,452,297

Swire Pacific Ltd. (A Shares)

45,000

533,900

Wharf Holdings Ltd.

99,000

677,667

Wheelock and Co. Ltd.

58,000

253,702

Wing Hang Bank Ltd.

13,131

139,272

Yuexiu Property Co. Ltd.

308,000

84,650

TOTAL HONG KONG

29,446,864

Hungary - 0.1%

Magyar Telekom PLC

27,383

50,722

MOL Hungarian Oil and Gas PLC Series A (For. Reg.)

2,867

249,009

OTP Bank PLC

14,307

271,556

Richter Gedeon PLC

942

175,696

TOTAL HUNGARY

746,983

India - 1.6%

ABB Ltd. India

4

55

ACC Ltd.

3,816

97,806

Adani Enterprises Ltd. (a)

13,112

52,480

Aditya Birla Nuvo Ltd.

1,956

33,040

Ambuja Cements Ltd.

42,083

158,540

Asian Paints India Ltd.

2,076

149,366

Axis Bank Ltd.

15,520

341,120

Bajaj Auto Ltd.

5,045

170,319

Bank of Baroda

6,977

94,096

Bank of India

7,137

36,677

Bharat Heavy Electricals Ltd.

39,711

165,915

Bharat Petroleum Corp. Ltd.

9,160

57,466

Bharti Airtel Ltd.

36,349

182,167

Cairn India Ltd.

16,812

105,143

Canara Bank (a)

5,810

43,290

Cipla Ltd.

23,491

158,615

Common Stocks - continued

Shares

Value

India - continued

Coal India Ltd.

33,000

$ 212,395

Dabur India Ltd.

33,587

77,624

DLF Ltd.

30,345

114,375

Dr. Reddy's Laboratories Ltd.

6,353

206,907

GAIL India Ltd.

23,072

149,611

GMR Infrastructure Ltd. (a)

45,888

17,100

Godrej Consumer Products Ltd.

8,645

115,909

HCL Technologies Ltd.

5,685

64,241

HDFC Bank Ltd.

102,093

1,198,774

Hero Motocorp Ltd.

2,731

95,424

Hindalco Industries Ltd.

58,913

127,615

Hindustan Unilever Ltd.

57,788

587,063

Housing Development Finance Corp. Ltd.

88,351

1,251,824

ICICI Bank Ltd.

27,490

534,891

Idea Cellular Ltd. (a)

53,208

84,650

Indiabulls Wholesale Services Ltd. (a)

510

86

Infosys Ltd.

28,704

1,256,426

Infrastructure Development Finance Co. Ltd.

68,433

206,361

ITC Ltd.

146,724

770,502

Jaiprakash Associates Ltd.

59,301

96,273

Jindal Steel & Power Ltd.

24,043

173,536

JSW Steel Ltd. (a)

5,715

78,441

Kotak Mahindra Bank Ltd. (a)

17,607

197,569

Larsen & Toubro Ltd.

14,198

429,291

LIC Housing Finance Ltd. (a)

16,910

76,386

Lupin Ltd. (a)

8,233

86,676

Mahindra & Mahindra Ltd.

20,502

337,013

Maruti Suzuki India Ltd.

3,669

98,051

Mundra Port and SEZ Ltd.

33,001

78,048

NTPC Ltd.

42,828

131,616

Oil & Natural Gas Corp. Ltd.

51,775

258,370

Piramal Enterprises Ltd.

3,964

36,586

Power Finance Corp. Ltd.

15,566

53,622

Power Grid Corp. of India Ltd.

67,868

143,796

Ranbaxy Laboratories Ltd. (a)

8,041

78,624

Reliance Capital Ltd.

8,828

62,668

Reliance Communication Ltd.

16,737

16,798

Reliance Industries Ltd.

86,182

1,290,207

Reliance Infrastructure Ltd.

5,262

45,916

Reliance Power Ltd. (a)

30,444

52,310

Rural Electrification Corp. Ltd.

16,499

66,036

Satyam Computer Services Ltd. (a)

46,668

94,715

Common Stocks - continued

Shares

Value

India - continued

Sesa Goa Ltd.

19,920

$ 63,364

Shriram Transport Finance Co. Ltd.

7,225

83,946

Siemens India Ltd.

5,320

67,937

State Bank of India

8,902

349,139

Sterlite Industries (India) Ltd.

80,560

148,383

Sun Pharmaceutical Industries Ltd.

19,997

257,986

Tata Consultancy Services Ltd.

31,573

771,941

Tata Motors Ltd.

97,495

463,618

Tata Power Co. Ltd.

71,000

139,941

Tata Steel Ltd.

21,108

153,862

Titan Industries Ltd.

16,875

81,325

Ultratech Cemco Ltd.

4,917

182,424

Unitech Ltd. (a)

119,659

51,373

United Phosphorous Ltd. (a)

7,795

16,530

United Spirits Ltd.

5,202

113,674

Wipro Ltd.

33,631

217,333

Zee Entertainment Enterprises Ltd. (a)

33,830

119,023

TOTAL INDIA

16,182,220

Indonesia - 0.6%

PT Adaro Energy Tbk

1,014,000

144,630

PT Astra Agro Lestari Tbk

24,000

52,348

PT Astra International Tbk

1,357,000

1,137,304

PT Bank Central Asia Tbk

816,000

696,634

PT Bank Danamon Indonesia Tbk Series A

222,713

141,441

PT Bank Mandiri (Persero) Tbk

594,000

510,201

PT Bank Negara Indonesia (Persero) Tbk

485,989

194,800

PT Bank Rakyat Indonesia Tbk

718,000

553,168

PT Bumi Resources Tbk

1,063,500

73,077

PT Charoen Pokphand Indonesia Tbk

459,000

149,336

PT Gudang Garam Tbk

34,000

173,982

PT Indo Tambangraya Megah Tbk

25,500

107,920

PT Indocement Tunggal Prakarsa Tbk

97,000

216,116

PT Indofood Sukses Makmur Tbk

300,500

178,328

PT Indosat Tbk

103,500

70,041

PT International Nickel Indonesia Tbk

156,000

43,852

PT Jasa Marga Tbk

152,500

92,087

PT Kalbe Farma Tbk

1,660,000

167,641

PT Perusahaan Gas Negara Tbk Series B

704,500

341,063

PT Semen Gresik (Persero) Tbk

201,000

311,805

PT Tambang Batubbara Bukit Asam Tbk

45,000

74,961

PT Telkomunikasi Indonesia Tbk Series B

658,500

668,809

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Unilever Indonesia Tbk

97,000

$ 263,075

PT United Tractors Tbk

103,712

227,831

PT XL Axiata Tbk

130,000

92,712

TOTAL INDONESIA

6,683,162

Ireland - 0.2%

CRH PLC

49,044

912,891

Elan Corp. PLC (a)

32,881

357,848

James Hardie Industries NV CDI

28,520

273,256

Kerry Group PLC Class A

9,666

505,779

Ryanair Holdings PLC

5,111

29,632

Ryanair Holdings PLC sponsored ADR

1,650

53,213

TOTAL IRELAND

2,132,619

Isle of Man - 0.0%

Genting Singapore PLC

406,000

442,679

Israel - 0.4%

Bank Hapoalim BM (Reg.) (a)

64,528

253,549

Bank Leumi le-Israel BM (a)

81,453

262,166

Bezeq Israeli Telecommunication Corp. Ltd.

122,150

148,958

Delek Group Ltd.

295

56,096

Israel Chemicals Ltd.

28,314

354,321

Israel Corp. Ltd. (Class A)

145

98,567

Mellanox Technologies Ltd. (a)

2,500

189,706

Mizrahi Tefahot Bank Ltd. (a)

9,726

88,278

NICE Systems Ltd. (a)

1,774

59,256

NICE Systems Ltd. sponsored ADR (a)

2,188

72,860

Teva Pharmaceutical Industries Ltd.

43,411

1,751,263

Teva Pharmaceutical Industries Ltd. sponsored ADR

19,187

775,539

TOTAL ISRAEL

4,110,559

Italy - 1.4%

Assicurazioni Generali SpA

77,227

1,255,226

Atlantia SpA

21,960

362,340

Autogrill SpA

7,638

78,061

Banca Monte dei Paschi di Siena SpA (a)(e)

431,651

119,170

Banco Popolare Societa Cooperativa (a)

107,486

171,361

Enel Green Power SpA

118,529

201,564

Enel SpA

436,869

1,642,119

ENI SpA

168,755

3,883,209

EXOR SpA

4,615

118,917

Fiat Industrial SpA

57,695

624,798

Common Stocks - continued

Shares

Value

Italy - continued

Fiat SpA

58,903

$ 287,065

Finmeccanica SpA (a)

30,217

149,692

Intesa Sanpaolo SpA

640,049

1,027,874

Intesa Sanpaolo SpA (Risparmio Shares)

98,336

129,752

Luxottica Group SpA

7,737

295,305

Mediaset SpA

52,759

92,318

Mediobanca SpA

32,254

183,779

Pirelli & C SpA

15,602

180,688

Prysmian SpA

13,610

261,787

Saipem SpA

17,740

796,962

Snam Rete Gas SpA (e)

110,883

490,664

Telecom Italia SpA

594,139

548,162

Terna SpA

87,654

329,477

UniCredit SpA (a)

268,928

1,187,233

Unione di Banche Italiane SCPA

59,078

232,172

TOTAL ITALY

14,649,695

Japan - 13.1%

ABC-Mart, Inc.

1,800

78,918

Advantest Corp.

10,000

126,268

Aeon Co. Ltd.

40,200

438,610

Aeon Credit Service Co. Ltd. (e)

5,200

110,344

Aeon Mall Co. Ltd.

5,100

132,307

Air Water, Inc.

11,000

137,793

Aisin Seiki Co. Ltd.

12,500

363,585

Ajinomoto Co., Inc.

43,000

656,608

Alfresa Holdings Corp.

2,900

131,141

All Nippon Airways Ltd.

80,000

169,360

Amada Co. Ltd.

22,000

111,612

Aozora Bank Ltd.

39,000

109,921

Asahi Glass Co. Ltd.

65,000

441,313

Asahi Group Holdings

25,700

585,598

Asahi Kasei Corp.

81,000

445,434

Asics Corp.

9,000

130,665

Astellas Pharma, Inc.

29,700

1,475,141

Bank of Kyoto Ltd.

23,000

197,645

Bank of Yokohama Ltd.

83,000

381,573

Benesse Holdings, Inc.

4,400

211,925

Bridgestone Corp.

43,400

1,010,655

Brother Industries Ltd.

16,500

155,430

Canon, Inc.

75,400

2,450,476

Casio Computer Co. Ltd. (e)

14,000

106,977

Common Stocks - continued

Shares

Value

Japan - continued

Central Japan Railway Co.

9,800

$ 843,367

Chiba Bank Ltd.

49,000

286,033

Chiyoda Corp.

11,000

177,477

Chubu Electric Power Co., Inc.

43,500

448,459

Chugai Pharmaceutical Co. Ltd.

15,100

306,048

Chugoku Electric Power Co., Inc.(THE)

18,600

199,910

Citizen Holdings Co. Ltd.

14,600

74,070

Coca-Cola West Co. Ltd.

3,800

58,216

Cosmo Oil Co. Ltd.

30,000

53,363

Credit Saison Co. Ltd.

10,100

221,788

Dai Nippon Printing Co. Ltd.

38,000

268,947

Dai-ichi Mutual Life Insurance Co.

564

649,981

Daicel Chemical Industries Ltd.

22,000

132,006

Daido Steel Co. Ltd.

15,000

65,013

Daihatsu Motor Co. Ltd.

13,000

227,659

Daiichi Sankyo Kabushiki Kaisha

45,300

692,296

Daikin Industries Ltd.

15,400

425,945

Dainippon Sumitomo Pharma Co. Ltd.

9,100

104,531

Daito Trust Construction Co. Ltd.

4,900

494,726

Daiwa House Industry Co. Ltd.

34,000

514,919

Daiwa Securities Group, Inc.

112,000

446,148

DeNA Co. Ltd.

6,700

209,066

Denki Kagaku Kogyo KK

27,000

83,202

Denso Corp.

32,500

1,017,381

Dentsu, Inc.

11,600

273,616

East Japan Railway Co.

22,700

1,558,261

Eisai Co. Ltd.

16,900

752,593

Electric Power Development Co. Ltd.

7,300

186,821

FamilyMart Co. Ltd.

4,000

193,912

Fanuc Corp.

12,700

2,022,009

Fast Retailing Co. Ltd.

3,500

779,532

Fuji Electric Co. Ltd.

35,000

71,026

Fuji Heavy Industries Ltd.

37,000

355,493

Fujifilm Holdings Corp.

31,200

526,058

Fujitsu Ltd.

122,000

469,172

Fukuoka Financial Group, Inc.

51,000

199,324

Furukawa Electric Co. Ltd.

36,000

71,702

Fyushu Electric Power Co., Inc.

27,700

209,927

GREE, Inc. (e)

6,000

104,622

GS Yuasa Corp. (e)

19,000

74,258

Gunma Bank Ltd.

27,000

130,214

Hakuhodo DY Holdings, Inc.

1,470

88,020

Common Stocks - continued

Shares

Value

Japan - continued

Hamamatsu Photonics K.K.

4,400

$ 152,399

Hankyu Hanshin Holdings, Inc.

74,000

409,721

Hino Motors Ltd.

19,000

146,612

Hirose Electric Co. Ltd.

2,100

224,652

Hisamitsu Pharmaceutical Co., Inc.

4,200

217,287

Hitachi Chemical Co. Ltd.

7,700

108,512

Hitachi Construction Machinery Co. Ltd. (e)

7,600

124,810

Hitachi High-Technologies Corp.

4,600

100,666

Hitachi Ltd.

309,000

1,637,317

Hitachi Metals Ltd.

12,000

112,289

Hokkaido Electric Power Co., Inc.

11,000

90,530

Hokuriku Electric Power Co., Inc.

11,400

113,243

Honda Motor Co. Ltd.

108,100

3,249,837

Hoya Corp.

29,200

591,096

Hulic Co. Ltd.

13,000

103,082

Ibiden Co. Ltd.

8,800

110,785

Idemitsu Kosan Co. Ltd.

1,600

137,693

INPEX Corp.

148

843,542

Isetan Mitsukoshi Holdings Ltd.

22,400

219,146

Ishikawajima-Harima Heavy Industries Co. Ltd.

91,000

191,507

Isuzu Motors Ltd.

80,000

422,899

Itochu Corp.

101,200

1,012,887

ITOCHU Techno-Solutions Corp.

1,600

82,776

Iyo Bank Ltd.

16,000

123,663

J Front Retailing Co. Ltd.

32,000

166,354

Japan Airlines Co. Ltd.

3,900

185,644

Japan Petroleum Exploration Co. Ltd.

1,500

56,464

Japan Prime Realty Investment Corp.

50

150,507

Japan Real Estate Investment Corp.

37

370,324

Japan Retail Fund Investment Corp.

129

235,118

Japan Steel Works Ltd.

23,000

136,277

Japan Tobacco, Inc.

60,000

1,658,023

JFE Holdings, Inc.

30,600

431,229

JGC Corp.

14,000

481,398

Joyo Bank Ltd.

42,000

203,082

JS Group Corp.

17,800

393,549

JSR Corp.

11,700

200,496

JTEKT Corp.

12,900

96,956

Jupiter Telecommunications Co.

138

187,561

JX Holdings, Inc.

148,110

788,510

Kajima Corp.

52,000

143,956

Kamigumi Co. Ltd.

17,000

137,141

Common Stocks - continued

Shares

Value

Japan - continued

Kaneka Corp.

16,000

$ 77,966

Kansai Electric Power Co., Inc.

51,300

394,566

Kansai Paint Co. Ltd.

14,000

150,645

Kao Corp.

35,100

985,772

Kawasaki Heavy Industries Ltd.

86,000

176,675

Kawasaki Kisen Kaisha Ltd. (a)

61,000

77,177

KDDI Corp.

17,800

1,382,438

Keihin Electric Express Railway Co. Ltd.

31,000

292,021

Keio Corp.

38,000

288,463

Keisei Electric Railway Co.

19,000

174,220

Keyence Corp.

2,970

787,982

Kikkoman Corp.

12,000

159,339

Kinden Corp.

10,000

62,633

Kintetsu Corp. (e)

108,000

423,450

Kirin Holdings Co. Ltd.

58,000

727,997

Kobe Steel Ltd.

145,000

127,145

Koito Manufacturing Co. Ltd.

7,000

86,897

Komatsu Ltd.

62,200

1,302,748

Konami Corp.

6,600

151,214

Konica Minolta Holdings, Inc.

29,500

195,854

Kubota Corp.

73,000

746,186

Kuraray Co. Ltd.

22,100

256,629

Kurita Water Industries Ltd.

7,900

179,316

Kyocera Corp.

10,000

878,116

Kyowa Hakko Kirin Co., Ltd.

16,000

170,162

Lawson, Inc.

3,900

286,772

Mabuchi Motor Co. Ltd.

2,000

84,680

Makita Corp.

7,500

296,411

Marubeni Corp.

111,000

718,865

Marui Group Co. Ltd.

12,200

87,721

Maruichi Steel Tube Ltd.

3,200

66,541

Mazda Motor Corp. (a)

186,000

221,345

McDonald's Holdings Co. (Japan) Ltd.

4,600

127,807

Medipal Holdings Corp.

10,000

127,270

Meiji Holdings Co. Ltd.

4,100

187,718

Miraca Holdings, Inc.

3,400

143,743

Mitsubishi Chemical Holdings Corp.

89,500

354,278

Mitsubishi Corp.

93,200

1,663,660

Mitsubishi Electric Corp.

129,000

963,096

Mitsubishi Estate Co. Ltd.

82,000

1,621,922

Mitsubishi Gas Chemical Co., Inc.

26,000

128,323

Mitsubishi Heavy Industries Ltd.

203,000

854,416

Common Stocks - continued

Shares

Value

Japan - continued

Mitsubishi Logistics Corp.

7,000

$ 90,229

Mitsubishi Materials Corp.

75,000

217,963

Mitsubishi Motors Corp. of Japan (a)

261,000

225,592

Mitsubishi Tanabe Pharma Corp.

14,600

210,505

Mitsubishi UFJ Financial Group, Inc.

847,200

3,832,706

Mitsubishi UFJ Lease & Finance Co. Ltd.

3,550

152,975

Mitsui & Co. Ltd.

114,900

1,619,222

Mitsui Chemicals, Inc.

63,000

130,214

Mitsui Fudosan Co. Ltd.

55,000

1,111,299

Mitsui OSK Lines Ltd.

67,000

160,303

Mizuho Financial Group, Inc.

1,518,860

2,376,530

MS&AD Insurance Group Holdings, Inc.

33,090

560,826

Murata Manufacturing Co. Ltd.

13,700

665,865

Nabtesco Corp.

6,800

126,579

Namco Bandai Holdings, Inc.

11,700

183,788

NEC Corp. (a)

170,000

325,817

Nexon Co. Ltd.

7,700

93,851

NGK Insulators Ltd.

17,000

189,528

NGK Spark Plug Co. Ltd.

13,000

145,259

NHK Spring Co. Ltd.

9,000

74,972

Nidec Corp.

7,300

519,404

Nikon Corp.

23,000

584,868

Nintendo Co. Ltd.

7,000

901,415

Nippon Building Fund, Inc.

41

440,148

Nippon Electric Glass Co. Ltd.

27,000

137,317

Nippon Express Co. Ltd.

54,000

197,520

Nippon Meat Packers, Inc.

12,000

148,816

Nippon Paper Group, Inc. (e)

7,700

88,063

Nippon Steel Corp.

502,170

1,107,127

Nippon Telegraph & Telephone Corp.

29,100

1,330,689

Nippon Yusen KK

99,000

188,501

Nishi-Nippon City Bank Ltd.

47,000

107,153

Nissan Motor Co. Ltd.

165,800

1,387,378

Nisshin Seifun Group, Inc.

11,500

143,624

Nisshin Steel Holdings Co. Ltd. (a)

6,100

40,422

Nissin Food Holdings Co. Ltd.

4,000

151,322

Nitori Holdings Co. Ltd.

2,350

191,933

Nitto Denko Corp.

11,200

507,879

NKSJ Holdings, Inc.

25,200

459,301

NOK Corp.

7,300

116,866

Nomura Holdings, Inc.

238,900

863,589

Nomura Real Estate Holdings, Inc.

6,900

123,859

Common Stocks - continued

Shares

Value

Japan - continued

Nomura Real Estate Office Fund, Inc.

16

$ 100,614

Nomura Research Institute Ltd.

6,100

129,519

NSK Ltd.

30,000

164,600

NTN Corp.

26,000

46,574

NTT Data Corp.

89

289,754

NTT DoCoMo, Inc.

1,011

1,464,967

NTT Urban Development Co.

67

55,141

Obayashi Corp.

44,000

196,768

Odakyu Electric Railway Co. Ltd.

40,000

424,402

Oji Holdings Corp.

53,000

155,355

Olympus Corp. (a)

14,100

246,216

Omron Corp.

13,000

258,925

Ono Pharmaceutical Co. Ltd.

5,300

320,005

Oracle Corp. Japan

2,500

111,174

Oriental Ld Co. Ltd.

3,300

450,169

ORIX Corp.

6,940

712,865

Osaka Gas Co. Ltd.

122,000

502,793

Otsuka Corp.

1,000

81,548

Otsuka Holdings Co. Ltd.

24,200

745,432

Panasonic Corp.

148,100

898,310

Rakuten, Inc.

48,600

437,114

Resona Holdings, Inc.

122,200

528,110

Ricoh Co. Ltd. (e)

43,000

359,276

Rinnai Corp.

2,000

136,540

ROHM Co. Ltd.

6,400

206,439

Sankyo Co. Ltd. (Gunma)

3,200

144,908

Sanrio Co. Ltd. (e)

3,200

105,384

Santen Pharmaceutical Co. Ltd.

4,800

210,147

SBI Holdings, Inc. Japan

17,080

119,387

Secom Co. Ltd.

13,900

707,798

Sega Sammy Holdings, Inc.

12,600

237,542

Seiko Epson Corp. (e)

10,000

55,493

Sekisui Chemical Co. Ltd.

26,000

213,328

Sekisui House Ltd.

37,000

377,740

Seven & i Holdings Co., Ltd.

50,200

1,548,195

Seven Bank Ltd.

34,000

97,106

Sharp Corp. (e)

63,000

135,738

Shikoku Electric Power Co., Inc.

10,500

112,195

Shimadzu Corp.

15,000

100,902

Shimamura Co. Ltd.

1,600

166,754

SHIMANO, Inc.

4,900

308,744

SHIMIZU Corp.

43,000

143,818

Common Stocks - continued

Shares

Value

Japan - continued

Shin-Etsu Chemical Co., Ltd.

27,400

$ 1,544,532

Shinsei Bank Ltd.

108,000

158,286

Shionogi & Co. Ltd.

19,500

323,412

Shiseido Co. Ltd.

24,400

308,706

Shizuoka Bank Ltd.

35,000

357,760

Showa Denko KK (e)

101,000

154,353

Showa Shell Sekiyu KK

11,500

63,961

SMC Corp.

3,600

567,306

Softbank Corp.

58,800

1,861,300

Sojitz Corp.

90,400

112,108

Sony Corp.

66,600

788,570

Sony Financial Holdings, Inc.

12,200

217,622

Square Enix Holdings Co. Ltd.

3,700

52,142

Stanley Electric Co. Ltd.

9,600

132,281

Sumco Corp. (a)

6,800

46,509

Sumitomo Chemical Co. Ltd.

103,000

289,014

Sumitomo Corp.

75,800

1,033,075

Sumitomo Electric Industries Ltd.

50,700

544,915

Sumitomo Heavy Industries Ltd.

40,000

143,305

Sumitomo Metal Mining Co. Ltd.

33,000

434,461

Sumitomo Mitsui Financial Group, Inc.

89,300

2,728,741

Sumitomo Mitsui Trust Holdings, Inc.

205,250

622,203

Sumitomo Realty & Development Co. Ltd.

23,000

634,999

Sumitomo Rubber Industries Ltd.

12,100

142,326

Suzuken Co. Ltd.

4,800

151,462

Suzuki Motor Corp.

23,300

527,701

Sysmex Corp.

4,900

230,484

T&D Holdings, Inc.

38,900

424,913

Taiheiyo Cement Corp.

75,000

159,714

Taisei Corp.

67,000

184,642

Taisho Pharmaceutical Holdings Co. Ltd.

2,500

201,679

Taiyo Nippon Sanso Corp.

15,000

82,300

Takashimaya Co. Ltd.

19,000

124,953

Takeda Pharmaceutical Co. Ltd.

52,500

2,439,872

TDK Corp. (e)

8,100

304,092

Teijin Ltd.

63,000

144,419

Terumo Corp.

10,100

435,225

The Chugoku Bank Ltd.

12,000

165,051

The Hachijuni Bank Ltd.

26,000

134,185

The Suruga Bank Ltd.

13,000

156,007

THK Co. Ltd.

7,300

121,347

Tobu Railway Co. Ltd.

68,000

361,168

Common Stocks - continued

Shares

Value

Japan - continued

Toho Co. Ltd.

7,600

$ 132,426

Toho Gas Co. Ltd.

27,000

163,698

Tohoku Electric Power Co., Inc. (a)

28,900

212,867

Tokio Marine Holdings, Inc.

48,100

1,273,147

Tokyo Electric Power Co. (a)

91,200

148,516

Tokyo Electron Ltd.

11,400

511,950

Tokyo Gas Co. Ltd.

165,000

874,295

Tokyu Corp.

77,000

391,607

Tokyu Land Corp.

30,000

168,358

TonenGeneral Sekiyu KK

19,000

172,316

Toppan Printing Co. Ltd.

35,000

202,117

Toray Industries, Inc.

99,000

577,903

Toshiba Corp.

264,000

978,880

Tosoh Corp.

29,000

56,670

Toto Ltd.

20,000

149,818

Toyo Seikan Kaisha Ltd.

11,300

120,035

Toyo Suisan Kaisha Ltd.

6,000

149,493

Toyoda Gosei Co. Ltd.

4,400

86,534

Toyota Boshoku Corp.

4,600

43,505

Toyota Industries Corp.

10,800

308,455

Toyota Motor Corp.

183,000

7,055,961

Toyota Tsusho Corp.

14,900

325,138

Trend Micro, Inc.

6,800

190,465

Tsumura & Co.

4,400

140,549

Ube Industries Ltd.

72,000

164,149

Unicharm Corp.

7,400

400,451

Ushio, Inc.

6,300

66,449

USS Co. Ltd.

1,520

159,749

West Japan Railway Co.

11,500

502,036

Yahoo! Japan Corp.

978

336,536

Yakult Honsha Co. Ltd.

6,100

284,254

Yamada Denki Co. Ltd.

5,590

242,282

Yamaguchi Financial Group, Inc.

12,000

99,361

Yamaha Corp.

9,100

81,732

Yamaha Motor Co. Ltd.

18,200

173,952

Yamato Holdings Co. Ltd.

25,500

388,106

Yamato Kogyo Co. Ltd.

3,300

92,638

Yamazaki Baking Co. Ltd.

7,000

84,179

Yaskawa Electric Corp.

16,000

114,644

Yokogawa Electric Corp.

13,800

156,964

TOTAL JAPAN

134,398,421

Common Stocks - continued

Shares

Value

Korea (South) - 3.4%

AMOREPACIFIC Corp.

225

$ 255,888

AMOREPACIFIC Group, Inc.

184

79,316

BS Financial Group, Inc.

12,610

142,833

Celltrion, Inc.

6,774

166,815

Cheil Industries, Inc.

2,927

250,735

CJ CheilJedang Corp.

511

160,519

CJ Corp.

1,000

97,678

Daelim Industrial Co.

1,727

120,221

Daewoo Engineering & Construction Co. Ltd. (a)

5,670

48,259

Daewoo International Corp.

2,162

83,084

Daewoo Securities Co. Ltd.

10,753

108,485

Daewoo Shipbuilding & Marine Engineering Co. Ltd.

5,900

126,623

DGB Financial Group Co. Ltd.

9,710

122,898

Dongbu Insurance Co. Ltd.

3,017

136,832

Dongkuk Steel Mill Co. Ltd.

1,070

13,739

Doosan Co. Ltd.

670

77,427

Doosan Heavy Industries & Construction Co. Ltd.

2,930

125,496

Doosan Infracore Co. Ltd. (a)

7,170

105,874

E-Mart Co. Ltd.

1,424

308,878

GS Engineering & Construction Corp.

2,432

136,955

GS Holdings Corp.

3,581

225,307

Hana Financial Group, Inc.

15,530

452,232

Hanjin Shipping Holdings Co. Ltd. (a)

12

61

Hankook Tire Co. Ltd. (a)

4,647

196,054

Hankook Tire Worldwide Co. Ltd.

1,062

13,734

Hanwha Chemical Corp.

5,510

91,469

Hanwha Corp.

3,110

88,851

Hanwha Life Insurance Co. Ltd.

9,780

68,978

Honam Petrochemical Corp.

909

185,915

Hyosung Corp.

1,617

89,131

Hyundai Department Store Co. Ltd.

1,064

132,229

Hyundai Engineering & Construction Co. Ltd.

4,469

269,291

Hyundai Fire & Marine Insurance Co. Ltd.

4,420

142,898

Hyundai Glovis Co. Ltd.

926

192,789

Hyundai Heavy Industries Co. Ltd.

2,808

589,764

Hyundai Hysco Co. Ltd.

2,330

93,173

Hyundai Industrial Development & Construction Co.

4,450

79,995

Hyundai Merchant Marine Co. Ltd. (a)

3,350

80,653

Hyundai Mipo Dockyard Co. Ltd.

571

61,011

Hyundai Mobis

4,534

1,156,039

Hyundai Motor Co.

10,010

2,061,088

Hyundai Securities Co. Ltd.

6,550

50,282

Common Stocks - continued

Shares

Value

Korea (South) - continued

Hyundai Steel Co.

3,803

$ 273,805

Hyundai Wia Corp.

1,011

163,660

Industrial Bank of Korea

11,990

131,961

Kangwon Land, Inc.

6,890

160,509

KB Financial Group, Inc.

24,103

819,849

KB Financial Group, Inc. ADR

362

12,326

KCC Corp.

252

70,724

Kia Motors Corp.

17,635

980,154

Korea Aerospace Industries Ltd.

3,000

75,391

Korea Electric Power Corp. (a)

16,250

421,601

Korea Electric Power Corp. sponsored ADR (a)

520

6,703

Korea Exchange Bank (a)

18,150

125,847

Korea Gas Corp.

1,613

113,321

Korea Investment Holdings Co. Ltd.

2,670

91,341

Korea Zinc Co. Ltd.

580

238,315

Korean Air Lines Co. Ltd. (a)

2,227

99,981

KP Chemical Corp.

3,130

31,004

KT Corp.

900

30,560

KT Corp. sponsored ADR

3,220

54,579

KT&G Corp.

7,290

555,616

Kumho Petro Chemical Co. Ltd.

982

96,370

LG Chemical Ltd.

2,996

840,832

LG Corp.

6,139

374,988

LG Display Co. Ltd. (a)

15,580

462,494

LG Display Co. Ltd. sponsored ADR (a)

460

6,826

LG Electronics, Inc.

6,860

477,542

LG Household & Health Care Ltd.

625

367,438

LG Innotek Co. Ltd. (a)

648

44,752

LG Telecom Ltd.

16,298

104,187

Lotte Confectionery Co. Ltd.

41

59,075

Lotte Shopping Co. Ltd.

656

203,060

LS Cable Ltd.

1,062

86,883

LS Industrial Systems Ltd.

999

62,488

Mando Corp.

795

104,997

Mirae Asset Securities Co. Ltd.

1,596

43,328

NCSOFT Corp.

958

183,636

NHN Corp.

2,704

626,202

Oci Co. Ltd.

1,057

149,294

Orion Corp.

245

230,098

POSCO

4,269

1,342,324

POSCO sponsored ADR

336

26,336

S-Oil Corp.

2,868

262,779

Common Stocks - continued

Shares

Value

Korea (South) - continued

S1 Corp.

1,311

$ 79,118

Samsung C&T Corp.

8,363

454,844

Samsung Card Co. Ltd.

2,431

94,090

Samsung Electro-Mechanics Co. Ltd.

4,079

349,419

Samsung Electronics Co. Ltd.

7,034

8,451,226

Samsung Electronics Co. Ltd.:

GDR

474

285,822

GDR (f)

148

54,301

Samsung Engineering Co. Ltd.

1,950

254,856

Samsung Fire & Marine Insurance Co. Ltd.

2,268

496,109

Samsung Heavy Industries Ltd.

10,390

317,803

Samsung Life Insurance Co. Ltd.

4,038

348,129

Samsung SDI Co. Ltd.

2,202

276,684

Samsung Securities Co. Ltd.

4,388

196,597

Samsung Techwin Co. Ltd.

2,528

132,391

Shinhan Financial Group Co. Ltd.

28,136

966,407

Shinhan Financial Group Co. Ltd. sponsored ADR (e)

450

15,399

Shinsegae Co. Ltd.

418

74,758

SK C&C Co. Ltd.

1,392

122,179

SK Energy Co. Ltd.

3,926

577,925

SK Holdings Co. Ltd.

1,707

237,971

SK Hynix, Inc.

33,660

767,161

SK Networks Co. Ltd.

7,240

63,414

SK Telecom Co. Ltd.

620

87,601

SK Telecom Co. Ltd. sponsored ADR

3,790

59,238

Woongjin Coway Co. Ltd.

3,760

136,907

Woori Finance Holdings Co. Ltd.

22,710

214,536

Woori Investment & Securities Co. Ltd.

9,527

92,184

Yuhan Corp.

472

81,602

TOTAL KOREA (SOUTH)

34,891,346

Luxembourg - 0.3%

ArcelorMittal SA (Netherlands)

62,399

922,539

Kernel Holding SA (a)

3,000

62,769

Millicom International Cellular SA (depository receipt)

4,167

359,977

SES SA FDR (France) unit

19,840

549,028

Subsea 7 SA

18,804

412,604

Tenaris SA

30,987

579,564

TOTAL LUXEMBOURG

2,886,481

Malaysia - 0.9%

AirAsia Bhd

71,000

70,627

Common Stocks - continued

Shares

Value

Malaysia - continued

AMMB Holdings Bhd

105,500

$ 220,975

Axiata Group Bhd

166,800

357,585

Berjaya Group Bhd

109,600

23,028

Berjaya Sports Toto Bhd

38,900

56,703

British American Tobacco (Malaysia) Bhd

7,800

161,941

Bumi Armada Bhd

68,000

87,511

Bumiputra-Commerce Holdings Bhd

328,100

821,866

DiGi.com Bhd

204,200

355,976

Felda Global Ventures Holdings Bhd

60,000

92,186

Gamuda Bhd

116,875

138,516

Genting Bhd

136,100

395,432

Genting Malaysia Bhd

198,400

233,833

Genting Plantations Bhd

10,900

32,135

Hong Leong Bank Bhd

37,500

180,729

Hong Leong Credit Bhd

15,100

63,949

IHH Healthcare Bhd

120,000

128,825

IJM Corp. Bhd

84,200

138,490

IOI Corp. Bhd

221,600

368,121

Kuala Lumpur Kepong Bhd

32,000

225,030

Lafarge Malayan Cement Bhd

24,700

79,063

Malayan Banking Bhd

232,156

688,237

Malaysia Airports Holdings Bhd

44,300

84,499

Malaysia Marine and Heavy Engineering Sdn Bhd

38,700

61,366

Malaysian Plantations Bhd

72,500

96,873

Maxis Bhd

148,400

339,089

MISC Bhd

75,800

105,513

MMC Corp. Bhd

61,800

52,954

Parkson Holdings Bhd

40,771

64,918

Petronas Chemicals Group Bhd

179,000

381,976

Petronas Dagangan Bhd

16,700

121,056

Petronas Gas Bhd

40,500

260,604

PPB Group Bhd

33,100

146,266

Public Bank Bhd (For. Reg.)

70,300

366,502

RHB Capital Bhd

44,578

109,762

SapuraKencana Petroleum Bhd (a)

159,900

131,763

Sime Darby Bhd

181,600

583,076

SP Setia Bhd

57,150

67,732

Telekom Malaysia Bhd

57,000

111,904

Tenaga Nasional Bhd

179,825

410,303

UEM Land Holdings Bhd (a)

94,800

65,980

UMW Holdings Bhd

35,000

114,675

Common Stocks - continued

Shares

Value

Malaysia - continued

YTL Corp. Bhd

315,700

$ 181,377

YTL Power International Bhd

150,600

80,590

TOTAL MALAYSIA

8,859,536

Mauritius - 0.0%

Golden Agri-Resources Ltd.

462,000

236,719

Mexico - 1.2%

Alfa SA de CV Series A

182,000

335,673

America Movil SAB de CV Series L

2,597,546

3,299,006

CEMEX SA de CV unit

705,054

639,147

Coca-Cola FEMSA SAB de CV Series L

27,700

355,040

Compartamos SAB de CV

66,800

89,635

El Puerto de Liverpool SA Class C

11,700

104,857

Embotelladoras Arca SAB de CC

22,962

166,612

Fomento Economico Mexicano SAB de CV unit

129,500

1,166,232

Grupo Aeroportuario del Pacifico SA de CV Series B

26,400

126,476

Grupo Bimbo SAB de CV Series A

113,900

265,309

Grupo Carso SA de CV Series A1

36,600

132,463

Grupo Financiero Banorte SAB de CV Series O

126,100

700,609

Grupo Financiero Inbursa SAB de CV Series O

131,600

350,458

Grupo Financiero Santander Mexico SAB de CV

85,000

231,812

Grupo Mexico SA de CV Series B

255,623

819,149

Grupo Modelo SAB de CV Series C

42,000

370,154

Grupo Televisa SA de CV

169,500

770,478

Industrias Penoles SA de CV

9,210

458,847

Kimberly-Clark de Mexico SA de CV Series A

100,300

240,830

Mexichem SAB de CV

48,084

238,290

Minera Frisco SAB de CV (a)

41,800

166,351

Wal-Mart de Mexico SA de CV Series V

355,000

1,048,408

TOTAL MEXICO

12,075,836

Morocco - 0.0%

Attijariwafa Bank

2,034

76,744

Douja Promotion Groupe Addoha SA

6,306

45,600

Maroc Telecom SA

9,013

113,531

TOTAL MOROCCO

235,875

Netherlands - 1.9%

AEGON NV

116,478

651,421

Akzo Nobel NV

15,777

858,260

ASML Holding NV (Netherlands)

27,799

1,528,174

Corio NV

4,297

191,454

Common Stocks - continued

Shares

Value

Netherlands - continued

D.E. Master Blenders 1753 NV (a)

39,852

$ 487,047

Delta Lloyd NV

9,362

155,686

European Aeronautic Defence and Space Co. EADS NV

27,429

974,483

Fugro NV (Certificaten Van Aandelen) unit

4,563

308,492

Gemalto NV

5,256

474,291

Heineken Holding NV (A Shares)

6,775

343,792

Heineken NV (Bearer)

15,063

928,655

ING Groep NV (Certificaten Van Aandelen) (a)

254,443

2,264,068

Koninklijke Ahold NV

69,510

885,007

Koninklijke Boskalis Westminster NV

4,889

186,241

Koninklijke KPN NV

65,671

414,617

Koninklijke Philips Electronics NV

69,024

1,728,779

QIAGEN NV (a)

14,896

258,816

Randstad Holding NV

8,113

264,837

Reed Elsevier NV

46,167

620,235

Royal DSM NV

10,125

519,888

SBM Offshore NV (a)

11,640

152,079

STMicroelectronics NV

43,440

255,852

TNT Express NV

20,590

216,864

Unilever NV (Certificaten Van Aandelen) (Bearer) (e)

108,251

3,978,726

Vopak NV

4,489

312,507

Wolters Kluwer NV (Certificaten Van Aandelen)

20,361

394,016

TOTAL NETHERLANDS

19,354,287

New Zealand - 0.1%

Auckland International Airport Ltd.

67,964

150,074

Contact Energy Ltd.

24,000

109,346

Fletcher Building Ltd.

43,814

253,670

Sky City Entertainment Group Ltd.

41,250

131,625

Telecom Corp. of New Zealand Ltd.

122,247

241,789

TOTAL NEW ZEALAND

886,504

Norway - 0.5%

Aker Solutions ASA

10,109

198,588

DnB NOR ASA

63,866

797,583

Gjensidige Forsikring ASA

12,453

181,947

Norsk Hydro ASA

59,495

267,875

Orkla ASA (A Shares)

51,394

406,551

StatoilHydro ASA

74,759

1,841,236

Telenor ASA

48,094

945,633

Yara International ASA

12,364

582,494

TOTAL NORWAY

5,221,907

Common Stocks - continued

Shares

Value

Peru - 0.0%

Compania de Minas Buenaventura SA sponsored ADR

12,941

$ 462,770

Volcan Compania Minera Saa Class B

121,825

118,934

TOTAL PERU

581,704

Philippines - 0.2%

Aboitiz Equity Ventures, Inc.

129,000

151,442

Aboitiz Power Corp.

97,600

78,602

Alliance Global Group, Inc.

234,300

84,827

Ayala Corp.

12,260

132,146

Ayala Land, Inc.

354,400

203,069

Bank of the Philippine Islands (BPI)

60,616

119,462

BDO Unibank, Inc.

95,103

148,092

DMCI Holdings, Inc.

38,900

51,109

Globe Telecom, Inc.

2,525

70,037

International Container Terminal Services, Inc.

57,840

99,918

Jollibee Food Corp.

22,280

57,299

Manila Electric Co.

12,630

85,736

Metropolitan Bank & Trust Co.

31,637

73,127

Philippine Long Distance Telephone Co.

3,025

194,591

PNOC Energy Development Corp.

507,100

82,296

San Miguel Corp.

26,600

70,610

SM Investments Corp.

14,410

281,538

SM Prime Holdings, Inc.

464,675

163,936

Universal Robina Corp.

53,200

93,068

TOTAL PHILIPPINES

2,240,905

Poland - 0.3%

Asseco Poland SA

3,610

45,229

Bank Handlowy w Warszawie SA

1,955

56,917

Bank Millennium SA (a)

19,139

25,358

Bank Polska Kasa Opieki SA

8,122

389,990

BRE Bank SA (a)

1,149

108,399

Cyfrowy Polsat SA (a)

11,835

53,751

ENEA SA

5,600

27,012

Eurocash SA

3,200

39,080

Grupa Lotos SA (a)

3,064

32,294

Jastrzebska Spolka Weglowa SA

2,400

65,250

KGHM Polska Miedz SA (Bearer)

9,441

475,502

Polish Oil & Gas Co.

106,632

131,927

Polska Grupa Energetyczna SA

52,785

286,026

Polski Koncern Naftowy Orlen SA (a)

23,089

316,758

Powszechna Kasa Oszczednosci Bank SA

51,140

571,684

Common Stocks - continued

Shares

Value

Poland - continued

Powszechny Zaklad Ubezpieczen SA

3,859

$ 450,850

Synthos SA

26,871

44,608

Tauron Polska Energia SA

75,249

103,941

Telekomunikacja Polska SA

49,882

188,426

TVN SA

4,824

10,577

TOTAL POLAND

3,423,579

Portugal - 0.1%

Banco Espirito Santo SA (Reg.) (a)

132,450

128,756

Energias de Portugal SA

128,558

349,257

Galp Energia SGPS SA Class B

15,171

242,849

Jeronimo Martins SGPS SA

15,249

266,827

Portugal Telecom SGPS SA (Reg.)

44,464

223,601

TOTAL PORTUGAL

1,211,290

Russia - 1.3%

Federal Grid Co. Unified Energy System JSC (a)

20,264,927

132,099

Gazprom OAO

40,634

187,847

Gazprom OAO sponsored ADR (Reg. S)

329,587

3,010,777

Inter Rao Ues JSC (a)

140,047,000

113,438

Interregional Distribution Grid Companies Holding JSC (a)

1,383,333

81,901

LSR Group OJSC GDR (Reg. S)

16,681

80,319

Lukoil Oil Co. (a)

665

40,376

Lukoil Oil Co. sponsored ADR (United Kingdom)

32,386

1,957,734

Magnit OJSC GDR (Reg. S)

17,631

625,901

Mechel Steel Group OAO sponsored ADR (e)

11,819

75,051

Mobile TeleSystems OJSC sponsored ADR

34,868

597,638

Norilsk Nickel OJSC (a)

279

42,946

Norilsk Nickel OJSC ADR

29,997

460,154

NOVATEK OAO GDR (Reg. S)

5,968

680,352

Novolipetsk Steel OJSC GDR (Reg. S)

4,046

76,429

Rosneft Oil Co. OJSC

1,806

13,403

Rosneft Oil Co. OJSC GDR (Reg. S)

84,409

624,627

Rostelecom sponsored ADR

13,175

301,708

RusHydro JSC (a)

144,700

3,565

RusHydro JSC sponsored ADR

72,596

172,343

Sberbank (Savings Bank of the Russian Federation)

280,115

820,014

Sberbank (Savings Bank of the Russian Federation) sponsored ADR

69,534

817,720

Severstal JSC (a)

229

2,807

Severstal JSC GDR (Reg. S)

11,251

136,475

Sistema JSFC sponsored GDR

8,232

151,057

Common Stocks - continued

Shares

Value

Russia - continued

Surgutneftegaz JSC:

(Reg.) (a)

10,100

$ 8,786

sponsored ADR

46,804

407,195

Tatneft OAO sponsored ADR

15,678

607,366

TMK OAO GDR (Reg. S)

3,722

55,197

Uralkali OJSC

1,055

8,316

Uralkali OJSC GDR (Reg. S)

17,969

704,025

VTB Bank JSC (a)

2,224,000

3,869

VTB Bank JSC unit

92,397

318,400

TOTAL RUSSIA

13,319,835

Singapore - 1.2%

Ascendas Real Estate Investment Trust

124,000

239,908

CapitaLand Ltd.

170,000

455,730

CapitaMall Trust

147,000

254,279

CapitaMalls Asia Ltd.

100,000

151,664

City Developments Ltd.

32,000

300,639

ComfortDelgro Corp. Ltd.

112,000

155,173

Cosco Corp. Singapore Ltd.

66,000

47,614

DBS Group Holdings Ltd.

121,712

1,386,946

Fraser & Neave Ltd.

62,000

465,585

Global Logistic Properties Ltd.

133,000

280,218

Hutchison Port Holdings Trust

364,000

283,920

Jardine Cycle & Carriage Ltd.

7,000

282,571

Keppel Corp. Ltd.

95,400

833,714

Keppel Ld Ltd.

54,000

150,516

Neptune Orient Lines Ltd. (a)

50,000

47,549

Olam International Ltd.

112,363

181,468

Oversea-Chinese Banking Corp. Ltd.

170,404

1,271,255

SembCorp Industries Ltd.

63,000

280,964

SembCorp Marine Ltd.

55,000

212,371

Singapore Airlines Ltd.

35,000

304,148

Singapore Exchange Ltd.

57,000

314,486

Singapore Press Holdings Ltd.

104,000

344,450

Singapore Technologies Engineering Ltd.

109,000

314,543

Singapore Telecommunications Ltd.

532,000

1,404,361

StarHub Ltd.

42,000

126,709

United Overseas Bank Ltd.

83,856

1,255,984

UOL Group Ltd.

34,000

157,764

Wilmar International Ltd.

122,000

309,051

Yangzijiang Shipbuilding Holdings Ltd.

145,000

107,579

TOTAL SINGAPORE

11,921,159

Common Stocks - continued

Shares

Value

South Africa - 1.8%

Absa Group Ltd.

18,574

$ 298,190

African Bank Investments Ltd.

46,355

156,751

African Rainbow Minerals Ltd.

7,351

153,876

Anglo Platinum Ltd.

4,414

205,157

AngloGold Ashanti Ltd.

25,038

845,917

ArcelorMittal South Africa Ltd. (a)

10,621

40,913

Aspen Pharmacare Holdings Ltd.

18,312

333,688

Assore Ltd.

2,511

103,676

Aveng Ltd.

28,582

101,991

Barloworld Ltd.

16,267

131,796

Bidvest Group Ltd.

19,179

457,762

Discovery Holdings Ltd.

21,011

134,538

Exxaro Resources Ltd.

7,661

153,297

FirstRand Ltd.

209,015

693,772

Foschini Ltd.

13,785

200,146

Gold Fields Ltd.

48,012

596,502

Growthpoint Properties Ltd.

106,104

288,919

Harmony Gold Mining Co. Ltd.

25,628

209,968

Impala Platinum Holdings Ltd.

35,091

631,348

Imperial Holdings Ltd.

11,385

258,645

Investec Ltd.

14,024

82,488

Kumba Iron Ore Ltd.

5,354

334,677

Liberty Holdings Ltd.

7,302

84,695

Life Healthcare Group Holdings Ltd.

59,808

226,177

Massmart Holdings Ltd.

7,611

153,086

MMI Holdings Ltd.

66,185

160,069

Mr Price Group Ltd.

15,435

238,450

MTN Group Ltd.

112,703

2,032,141

Naspers Ltd. Class N

26,165

1,698,666

Nedbank Group Ltd.

12,971

267,778

Netcare Ltd.

52,429

108,841

Northam Platinum Ltd.

18,023

67,763

Pick 'n Pay Stores Ltd.

15,224

74,464

Pretoria Portland Cement Co. Ltd.

31,475

105,236

Rand Merchant Insurance Holdings Ltd.

39,975

104,241

Redefine Properties Ltd. unit

179,556

186,376

Remgro Ltd.

29,145

499,159

Reunert Ltd.

13,057

115,019

RMB Holdings Ltd.

47,548

208,603

Sanlam Ltd.

119,396

533,317

Sappi Ltd. (a)

39,679

112,255

Sasol Ltd.

36,467

1,553,497

Common Stocks - continued

Shares

Value

South Africa - continued

Shoprite Holdings Ltd.

29,187

$ 600,191

Spar Group Ltd.

12,320

172,993

Standard Bank Group Ltd.

80,216

990,922

Steinhoff International Holdings Ltd.

76,872

258,349

Tiger Brands Ltd.

10,927

347,319

Transportation Hex Group Ltd. (a)

136

49

Truworths International Ltd.

28,673

312,172

Vodacom Group Ltd.

24,917

314,097

Woolworths Holdings Ltd.

48,651

366,959

TOTAL SOUTH AFRICA

18,306,901

Spain - 2.0%

Abertis Infraestructuras SA

24,799

373,504

Acerinox SA

5,683

59,223

ACS Actividades de Construccion y Servicios SA

9,859

210,466

Amadeus IT Holding SA Class A

20,153

498,917

Banco Bilbao Vizcaya Argentaria SA

362,767

3,031,265

Banco de Sabadell SA

189,823

462,061

Banco Popular Espanol SA

87,739

136,809

Banco Santander SA (Spain)

653,490

4,920,266

Bankia SA (a)

65,137

97,936

Cintra Concesiones de Infrastructuras de Transporte SA

25,377

358,527

Criteria CaixaCorp SA

54,951

207,976

Distribuidora Internacional de Alimentacion SA

41,072

248,610

Enagas SA

11,814

234,897

Gas Natural SDG SA

23,641

366,788

Grifols SA (a)

10,382

360,099

Grupo Acciona SA

1,455

89,278

Iberdrola SA

255,870

1,323,267

Inditex SA

14,546

1,855,968

International Consolidated Airlines Group SA (a)

44,077

115,803

International Consolidated Airlines Group SA CDI (a)

12,980

33,787

MAPFRE SA (Reg.)

50,316

139,434

Red Electrica Corporacion SA

7,265

340,643

Repsol YPF SA

54,729

1,093,848

Telefonica SA

267,495

3,530,614

Zardoya Otis SA

11,039

136,500

TOTAL SPAIN

20,226,486

Sweden - 2.1%

Alfa Laval AB

21,718

377,198

ASSA ABLOY AB (B Shares)

22,381

746,045

Common Stocks - continued

Shares

Value

Sweden - continued

Atlas Copco AB:

(A Shares)

45,078

$ 1,108,448

(B Shares)

25,519

559,018

Boliden AB

17,273

301,820

Electrolux AB (B Shares)

15,347

392,647

Elekta AB (B Shares)

24,954

355,524

Getinge AB (B Shares)

13,431

413,081

H&M Hennes & Mauritz AB (B Shares)

63,102

2,135,778

Hexagon AB (B Shares)

16,201

372,729

Holmen AB (B Shares)

3,038

89,543

Husqvarna AB (B Shares)

28,460

165,107

Industrivarden AB Series C

6,973

98,347

Investment AB Kinnevik

13,304

254,130

Investor AB (B Shares)

31,226

688,743

Lundin Petroleum AB (a)

15,142

362,519

Modern Times Group MTG AB (B Shares)

3,058

93,129

Nordea Bank AB

175,851

1,597,344

Ratos AB (B Shares)

12,064

103,581

Sandvik AB

66,825

926,880

Scania AB (B Shares)

20,982

399,528

Securitas AB (B Shares)

21,402

155,653

Skandinaviska Enskilda Banken AB (A Shares)

92,900

770,327

Skanska AB (B Shares)

25,081

392,121

SKF AB (B Shares)

26,530

597,964

SSAB Svenskt Stal AB (A Shares)

8,605

61,571

Svenska Cellulosa AB (SCA) (B Shares)

38,319

746,403

Svenska Handelsbanken AB (A Shares)

33,270

1,139,614

Swedbank AB (A Shares)

55,019

1,020,268

Swedish Match Co. AB

13,553

461,786

Tele2 AB (B Shares)

21,109

352,299

Telefonaktiebolaget LM Ericsson (B Shares)

199,935

1,771,240

TeliaSonera AB

144,002

948,087

Volvo AB (B Shares)

92,590

1,245,859

TOTAL SWEDEN

21,204,331

Switzerland - 5.9%

ABB Ltd. (Reg.)

145,804

2,633,210

Actelion Ltd.

7,414

357,604

Adecco SA (Reg.)

8,875

429,217

Aryzta AG

5,475

273,368

Baloise Holdings AG

3,083

257,551

Banque Cantonale Vaudoise (Bearer)

217

114,989

Common Stocks - continued

Shares

Value

Switzerland - continued

Barry Callebaut AG

130

$ 124,095

Compagnie Financiere Richemont SA Series A

34,702

2,250,618

Credit Suisse Group

81,211

1,888,591

GAM Holding Ltd.

13,086

182,667

Geberit AG (Reg.)

2,422

499,328

Givaudan SA

541

541,407

Holcim Ltd. (Reg.)

15,374

1,049,090

Julius Baer Group Ltd.

14,880

516,079

Kuehne & Nagel International AG

3,455

403,263

Lindt & Spruengli AG

7

254,730

Lindt & Spruengli AG (participation certificate)

62

195,926

Lonza Group AG

3,733

189,235

Nestle SA

219,109

13,904,576

Novartis AG

152,740

9,210,310

Pargesa Holding SA

1,909

128,729

Partners Group Holding AG

863

182,645

Roche Holding AG (participation certificate)

46,655

8,972,308

Schindler Holding AG:

(participation certificate)

3,291

433,594

(Reg.)

1,297

167,818

SGS SA (Reg.)

353

747,467

Sika AG (Bearer)

142

296,259

Sonova Holding AG Class B

3,359

337,776

Straumann Holding AG

521

64,279

Sulzer AG (Reg.)

1,619

234,340

Swatch Group AG:

(Bearer)

2,035

842,144

(Reg.)

3,007

218,430

Swiss Life Holding AG

2,039

256,599

Swiss Prime Site AG

3,399

283,767

Swiss Re Ltd.

23,619

1,632,001

Swisscom AG

1,538

638,948

Syngenta AG (Switzerland)

6,274

2,446,167

Transocean Ltd. (Switzerland)

23,385

1,064,416

UBS AG

241,651

3,625,634

Zurich Financial Services AG

9,744

2,401,211

TOTAL SWITZERLAND

60,250,386

Taiwan - 2.4%

Acer, Inc. (a)

175,013

135,409

Advanced Semiconductor Engineering, Inc.

388,639

293,304

Advantech Co. Ltd.

22,400

77,453

Common Stocks - continued

Shares

Value

Taiwan - continued

Asia Cement Corp.

128,209

$ 159,767

ASUSTeK Computer, Inc.

43,422

465,289

AU Optronics Corp. (a)

492,000

186,273

Capital Securities Corp.

59,040

19,646

Catcher Technology Co. Ltd.

35,000

152,174

Cathay Financial Holding Co. Ltd.

454,564

456,743

Chang Hwa Commercial Bank

266,633

134,640

Cheng Shin Rubber Industry Co. Ltd.

125,316

313,612

Cheng Uei Precision Industries Co. Ltd.

31,270

69,263

Chicony Electronics Co. Ltd.

23,093

50,677

Chimei Innolux Corp. (a)

338,170

126,191

China Airlines Ltd. (a)

190,835

74,479

China Development Finance Holding Corp.

799,819

178,802

China Life Insurance Co. Ltd.

130,437

101,813

China Motor Co. Ltd.

39,000

35,115

China Petrochemical Development Corp.

86,000

59,767

China Steel Corp.

737,235

633,502

Chinatrust Financial Holding Co. Ltd.

732,336

403,650

Chunghwa Picture Tubes, Ltd. (a)

551

17

Chunghwa Telecom Co. Ltd.

249,400

780,413

Clevo Co. Ltd.

44,000

57,542

Compal Electronics, Inc.

268,394

169,067

CTCI Corp.

45,000

89,507

Delta Electronics, Inc.

120,000

409,997

E Ink Holdings, Inc.

64,000

51,489

E Sun Financial Holdings Co. Ltd.

273,840

137,342

Epistar Corp.

42,000

66,861

Eternal Chemical Co. Ltd.

37,260

29,020

EVA Airways Corp.

92,100

53,444

Evergreen Marine Corp. (Taiwan) (a)

82,199

42,352

Everlight Electronics Co. Ltd.

28,000

29,237

Far Eastern Department Stores Co. Ltd.

73,055

68,778

Far Eastern Textile Ltd.

209,591

217,053

Far EasTone Telecommunications Co. Ltd.

101,000

233,050

Farglory Land Development Co. Ltd.

26,000

43,704

Feng Hsin Iron & Steel Co.

34,000

53,776

First Financial Holding Co. Ltd.

395,664

224,855

Formosa Chemicals & Fibre Corp.

207,000

490,394

Formosa International Hotel Corp.

1,210

12,945

Formosa Petrochemical Corp.

72,000

209,517

Formosa Plastics Corp.

262,000

713,975

Formosa Taffeta Co. Ltd.

50,000

44,077

Common Stocks - continued

Shares

Value

Taiwan - continued

Foxconn Technology Co. Ltd.

51,300

$ 178,259

Fubon Financial Holding Co. Ltd.

371,487

381,534

Giant Manufacturing Co. Ltd.

18,042

93,267

Highwealth Construction Corp.

30,000

41,647

HIWIN Technologies Corp.

12,757

82,106

Hon Hai Precision Industry Co. Ltd. (Foxconn)

663,477

2,014,735

Hotai Motor Co. Ltd.

16,000

113,934

HTC Corp.

46,057

332,695

Hua Nan Financial Holdings Co. Ltd.

303,118

159,290

Inotera Memories, Inc. (a)

154,257

20,965

Inventec Corp.

142,209

48,636

Kinsus Interconnect Technology Corp.

20,000

54,981

Largan Precision Co. Ltd.

6,000

127,764

Lee Chang Yung Chemical Industry Corp.

38,809

40,124

LITE-ON Technology Corp.

132,970

169,342

Macronix International Co. Ltd.

251,191

65,356

MediaTek, Inc.

76,007

844,378

Mega Financial Holding Co. Ltd.

525,551

382,333

Motech Industries, Inc. (a)

8,060

6,208

Nan Ya Plastics Corp.

309,000

544,796

Nan Ya Printed Circuit Board Corp.

10,090

11,589

Nankang Rubber Tire Co. Ltd.

25,164

29,118

Novatek Microelectronics Corp.

35,000

131,804

Pegatron Corp. (a)

109,652

138,520

Phison Electronics Corp.

9,199

70,701

Pou Chen Corp.

157,240

159,070

Powerchip Technology Corp. (a)

336

3

Powertech Technology, Inc.

48,700

75,693

President Chain Store Corp.

40,000

197,877

Quanta Computer, Inc.

169,000

386,484

Radiant Opto-Electronics Corp.

25,750

107,108

Realtek Semiconductor Corp.

33,410

62,908

Richtek Technology Corp.

11,050

60,149

Ruentex Development Co. Ltd.

37,622

63,111

Ruentex Industries Ltd.

35,754

80,664

Shin Kong Financial Holding Co. Ltd. (a)

437,995

113,510

Siliconware Precision Industries Co. Ltd.

191,000

185,616

SIMPLO Technology Co. Ltd.

19,971

98,453

Sino-American Silicon Products, Inc.

28,400

27,418

Sinopac Holdings Co.

399,737

154,640

Standard Foods Corp.

17,360

44,514

Synnex Technology International Corp.

85,496

180,885

Common Stocks - continued

Shares

Value

Taiwan - continued

Taishin Financial Holdings Co. Ltd.

393,724

$ 140,856

Taiwan Business Bank

270,549

75,302

Taiwan Cement Corp.

201,110

257,842

Taiwan Cooperative Financial Holding Co. Ltd.

324,090

168,647

Taiwan Fertilizer Co. Ltd.

41,000

97,693

Taiwan Glass Industry Corp.

62,210

59,527

Taiwan Mobile Co. Ltd.

106,400

371,544

Taiwan Semiconductor Manufacturing Co. Ltd.

1,632,000

4,973,227

TECO Electric & Machinery Co. Ltd.

99,000

67,277

Transcend Information, Inc.

8,000

20,130

Tripod Technology Corp.

28,880

55,862

TSRC Corp.

39,710

81,024

Tung Ho Steel Enterprise Corp.

32,000

30,346

U-Ming Marine Transport Corp.

42,000

63,697

Unified-President Enterprises Corp.

276,241

487,985

Unimicron Technology Corp.

78,000

79,843

United Microelectronics Corp.

787,000

291,840

Walsin Lihwa Corp. (a)

258,000

70,661

Wan Hai Lines Ltd. (a)

47,850

23,425

Wintek Corp. (a)

132,597

52,431

Wistron Corp.

150,304

144,335

WPG Holding Co. Ltd.

96,107

116,144

Yang Ming Marine Transport Corp.

126,100

49,214

Yuanta Financial Holding Co. Ltd.

492,157

222,406

Yulon Motor Co. Ltd.

64,000

111,962

TOTAL TAIWAN

24,551,386

Thailand - 0.5%

Advanced Info Service PCL

4,300

27,690

Advanced Info Service PCL (For. Reg.)

56,000

360,613

Bangkok Bank Public Co. Ltd.

42,300

249,635

Bangkok Bank Public Co. Ltd. (For. Reg.)

49,700

293,306

Bank of Ayudhya PCL

45,200

43,844

Bank of Ayudhya PCL (For. Reg.)

85,000

82,450

Banpu PCL (For. Reg.)

7,000

89,469

BEC World PCL (For. Reg.)

72,100

138,699

C.P. ALL PCL (For. Reg.)

296,000

383,632

Charoen Pokphand Foods PCL (For. Reg.)

190,200

218,603

Glow Energy PCL (For. Reg.)

33,300

77,631

Indorama Ventures PCL (For. Reg.)

97,500

85,038

IRPC Public Co. Ltd. (For. Reg.)

565,500

79,284

Kasikornbank PCL

45,400

266,449

Common Stocks - continued

Shares

Value

Thailand - continued

Kasikornbank PCL (For. Reg.)

74,000

$ 434,301

Krung Thai Bank PCL (For. Reg.)

293,975

173,490

PTT Exploration and Production PCL (For. Reg.)

77,900

421,630

PTT Global Chemical PCL (For. Reg.)

111,686

222,134

PTT PCL (For. Reg.)

57,900

600,333

Siam Cement PCL

9,100

123,430

Siam Cement PCL (For. Reg.)

20,100

272,631

Siam Commercial Bank PCL (For. Reg.)

100,400

527,043

Thai Oil PCL (For. Reg.)

61,000

132,760

TOTAL THAILAND

5,304,095

Turkey - 0.4%

Akbank T.A.S.

121,035

583,399

Anadolu Efes Biracilik Ve Malt Sanayii A/S

13,301

199,608

Arcelik A/S

18,237

120,563

Asya Katilim Bankasi A/S (a)

12,846

14,405

Bim Birlesik Magazalar A/S JSC

7,074

328,541

Coca-Cola Icecek A/S

4,062

78,861

Emlak Konut Gayrimenkul Yatirim Ortakligi A/S

51,404

76,568

Enka Insaat ve Sanayi A/S

21,583

57,314

Eregli Demir ve Celik Fabrikalari T.A.S.

61,784

73,417

Ford Otomotiv Sanayi A/S

3,364

34,531

Haci Omer Sabanci Holding A/S

51,502

271,804

Koc Holding A/S

43,801

205,749

Koza Altin Isletmeleri A/S

3,700

80,502

TAV Havalimanlari Holding A/S

11,204

55,629

Turk Hava Yollari AO (a)

39,108

90,543

Turk Sise ve Cam Fabrikalari A/S

20,448

29,888

Turk Telekomunikasyon A/S

35,968

140,461

Turkcell Iletisim Hizmet A/S (a)

48,623

297,065

Turkiye Garanti Bankasi A/S

154,929

739,856

Turkiye Halk Bankasi A/S

20,361

179,472

Turkiye Is Bankasi A/S Series C

106,397

362,076

Turkiye Petrol Rafinerile A/S

7,754

189,470

Turkiye Vakiflar Bankasi TAO

48,974

115,297

Yapi ve Kredi Bankasi A/S (a)

58,263

149,517

TOTAL TURKEY

4,474,536

United Kingdom - 14.8%

3I Group PLC

62,427

216,997

Aberdeen Asset Management PLC

54,684

286,359

Admiral Group PLC

13,629

243,691

Common Stocks - continued

Shares

Value

United Kingdom - continued

Aggreko PLC

17,870

$ 620,011

AMEC PLC

22,212

379,953

Anglo American PLC (United Kingdom)

92,404

2,837,696

Antofagasta PLC

25,308

513,369

ARM Holdings PLC

92,115

992,589

Associated British Foods PLC

24,043

537,372

AstraZeneca PLC (United Kingdom)

84,014

3,896,131

Aviva PLC

194,687

1,042,626

Babcock International Group PLC

24,259

382,867

BAE Systems PLC

215,230

1,084,356

Balfour Beatty PLC

45,847

233,203

Barclays PLC

771,600

2,853,172

BG Group PLC

225,914

4,183,426

BHP Billiton PLC

140,460

4,501,919

BP PLC

1,263,788

9,025,475

British American Tobacco PLC (United Kingdom)

129,972

6,446,561

British Land Co. PLC

56,854

484,889

British Sky Broadcasting Group PLC

72,921

834,325

BT Group PLC

517,120

1,777,130

Bunzl PLC

21,628

357,747

Burberry Group PLC

29,633

557,584

Capita Group PLC

42,473

495,550

Capital Shopping Centres Group PLC

39,177

210,529

Carnival PLC

12,056

480,221

Centrica PLC

343,441

1,796,253

Cobham PLC

68,756

238,553

Compass Group PLC

124,861

1,370,162

Croda International PLC

9,201

326,807

Diageo PLC

166,141

4,749,727

Eurasian Natural Resources Corp. PLC

18,549

98,092

Evraz PLC

24,241

92,399

Fresnillo PLC

11,506

356,316

G4S PLC (United Kingdom)

93,367

392,498

GKN PLC

105,377

353,028

GlaxoSmithKline PLC

333,368

7,469,932

Hammerson PLC

44,957

342,288

HSBC Holdings PLC (United Kingdom)

1,217,619

12,004,860

ICAP PLC

35,347

185,441

IMI PLC

21,585

332,479

Imperial Tobacco Group PLC

66,239

2,501,301

Inmarsat PLC

29,174

266,706

InterContinental Hotel Group PLC

18,015

445,723

Common Stocks - continued

Shares

Value

United Kingdom - continued

Intertek Group PLC

10,687

$ 486,169

Invensys PLC

54,094

198,856

Investec PLC

34,089

200,461

ITV PLC

237,743

332,056

J Sainsbury PLC

78,505

449,234

Johnson Matthey PLC

13,842

502,371

Kazakhmys PLC

14,501

165,913

Kingfisher PLC

158,426

740,136

Land Securities Group PLC

51,768

671,667

Legal & General Group PLC

384,478

831,405

Lloyds Banking Group PLC (a)

2,803,526

1,846,131

London Stock Exchange Group PLC

11,163

175,729

Lonmin PLC

9,079

75,161

Man Group PLC

116,113

146,998

Marks & Spencer Group PLC

105,004

667,295

Meggitt PLC

50,434

314,157

Melrose PLC

82,537

320,998

National Grid PLC

235,618

2,687,120

Next PLC

10,780

620,349

Old Mutual PLC

327,942

910,252

Pearson PLC

54,452

1,094,864

Prudential PLC

168,999

2,320,965

Reckitt Benckiser Group PLC

43,239

2,616,635

Reed Elsevier PLC

82,004

801,944

Rexam PLC

59,711

430,434

Rio Tinto PLC

89,051

4,448,671

Rolls-Royce Group PLC

124,765

1,720,446

Rolls-Royce Group PLC Class C

9,482,140

15,302

Royal & Sun Alliance Insurance Group PLC

239,120

433,343

Royal Bank of Scotland Group PLC (a)

136,841

611,008

Royal Dutch Shell PLC:

Class A (Netherlands)

89,234

3,059,058

Class A (United Kingdom)

156,347

5,364,695

Class B (United Kingdom)

175,567

6,210,233

SABMiller PLC

63,443

2,717,707

Sage Group PLC

82,216

412,225

Schroders PLC

7,688

189,075

Scottish & Southern Energy PLC

65,684

1,534,845

Segro PLC

51,713

198,282

Serco Group PLC

33,734

308,393

Severn Trent PLC

15,420

399,637

Smith & Nephew PLC

59,044

624,400

Common Stocks - continued

Shares

Value

United Kingdom - continued

Smiths Group PLC

26,461

$ 450,927

Standard Chartered PLC (United Kingdom)

160,766

3,796,848

Standard Life PLC

155,697

733,668

Tate & Lyle PLC

29,408

344,539

Tesco PLC

533,522

2,753,816

The Weir Group PLC

13,786

387,545

TUI Travel PLC

29,613

119,948

Tullow Oil PLC

60,313

1,366,515

Unilever PLC

85,379

3,184,909

United Utilities Group PLC

46,098

503,625

Vedanta Resources PLC

7,779

142,355

Vodafone Group PLC

3,276,011

8,896,452

Whitbread PLC

11,956

453,409

WM Morrison Supermarkets PLC

153,499

663,612

Xstrata PLC

141,365

2,233,599

TOTAL UNITED KINGDOM

152,684,700

United States of America - 0.0%

LATAM Airlines Group SA sponsored ADR

303

7,511

Southern Copper Corp.

11,159

425,158

TOTAL UNITED STATES OF AMERICA

432,669

TOTAL COMMON STOCKS

(Cost $996,497,672)


1,002,564,930

Nonconvertible Preferred Stocks - 0.6%

 

 

 

 

Colombia - 0.0%

Banco Davivienda SA

4,200

51,819

Grupo Aval Acciones Y Val SA

78,300

55,356

Grupo de Inversiones Suramerica

3,700

76,151

Inversiones Argos SA

9,012

100,365

TOTAL COLOMBIA

283,691

Germany - 0.4%

Bayerische Motoren Werke AG (BMW) (non-vtg.)

3,590

198,691

Henkel AG & Co. KGaA

11,621

928,004

Porsche Automobil Holding SE (Germany)

10,185

676,170

ProSiebenSat.1 Media AG

5,268

146,805

Nonconvertible Preferred Stocks - continued

Shares

Value

Germany - continued

RWE AG (non-vtg.)

3,046

$ 126,161

Volkswagen AG

9,539

1,973,290

TOTAL GERMANY

4,049,121

Italy - 0.0%

Telecom Italia SpA (Risparmio Shares)

416,118

333,213

Korea (South) - 0.1%

Hyundai Motor Co.

1,371

83,996

Hyundai Motor Co. Series 2

3,391

222,372

LG Chemical Ltd.

624

55,800

Samsung Electronics Co. Ltd.

1,399

1,016,223

TOTAL KOREA (SOUTH)

1,378,391

Russia - 0.1%

AK Transneft OAO (a)

98

195,934

Sberbank (Savings Bank of the Russian Federation) (a)

55,175

116,188

Surgutneftegaz JSC

472,517

292,665

TOTAL RUSSIA

604,787

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $5,550,057)


6,649,203

Nonconvertible Bonds - 0.0%

 

Principal
Amount (d)

 

India - 0.0%

Dr. Reddy's Laboratories Ltd. 9.25% 3/24/14
(Cost $253) (h)

 

$ 11,184


1,054

U.S. Government and Government Agency Obligations - 0.3%

 

U.S. Treasury Obligations - 0.3%

U.S. Treasury Bills, yield at date of purchase 0.13% to 0.16% 12/6/12 to 4/25/13 (g)
(Cost $3,098,788)

3,100,000


3,098,903

Money Market Funds - 5.1%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

23,251,986

$ 23,251,986

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

28,861,281

28,861,281

TOTAL MONEY MARKET FUNDS

(Cost $52,113,267)


52,113,267

TOTAL INVESTMENT PORTFOLIO - 103.6%

(Cost $1,057,260,037)

1,064,427,357

NET OTHER ASSETS (LIABILITIES) - (3.6)%

(36,696,833)

NET ASSETS - 100%

$ 1,027,730,524

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

164 NYSE E-mini MSCI EAFE Index Contracts

Dec. 2012

$ 12,450,880

$ (28,004)

87 NYSE E-mini MSCI Emerging Markets Index Contracts

Dec. 2012

4,306,500

(45,074)

11 TME S&P/TSX 60 Index Contracts

Dec. 2012

1,563,955

17,749

TOTAL EQUITY INDEX CONTRACTS

$ 18,321,335

$ (55,329)

 

The face value of futures purchased as a percentage of net assets is 1.8%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) 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 end of the period, the value of these securities amounted to $54,301 or 0.0% of net assets.

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,599,539.

(h) Principal amount shown represents units.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 30,434

Fidelity Securities Lending Cash Central Fund

499,319

Total

$ 529,753

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 91,936,918

$ 76,079,367

$ 15,857,551

$ -

Consumer Staples

105,098,833

82,020,751

23,075,088

2,994

Energy

109,580,970

65,522,762

44,058,208

-

Financials

254,122,265

200,404,646

53,675,972

41,647

Health Care

74,335,657

37,510,589

36,825,068

-

Industrials

105,771,176

95,878,215

9,892,961

-

Information Technology

62,953,273

42,742,064

20,211,209

-

Materials

111,496,807

86,425,120

25,071,687

-

Telecommunication Services

56,823,961

29,788,016

27,035,945

-

Utilities

37,094,273

33,590,401

3,503,872

-

Corporate Bonds

1,054

-

1,054

-

U.S. Government and Government Agency Obligations

3,098,903

-

3,098,903

-

Money Market Funds

52,113,267

52,113,267

-

-

Total Investments in Securities:

$ 1,064,427,357

$ 802,075,198

$ 262,307,518

$ 44,641

Derivative Instruments:

Assets

Futures Contracts

$ 17,749

$ 17,749

$ -

$ -

Liabilities

Futures Contracts

$ (73,078)

$ (73,078)

$ -

$ -

Total Derivative Instruments:

$ (55,329)

$ (55,329)

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 209,055

Level 2 to Level 1

$ 141,993,249

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2012. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
 Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 17,749

$ (73,078)

Total Value of Derivatives

$ 17,749

$ (73,078)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $27,420,624) - See accompanying schedule:

Unaffiliated issuers (cost $1,005,146,770)

$ 1,012,314,090

 

Fidelity Central Funds (cost $52,113,267)

52,113,267

 

Total Investments (cost $1,057,260,037)

 

$ 1,064,427,357

Foreign currency held at value (cost $1,315,429)

1,319,650

Receivable for investments sold

132,465

Dividends receivable

2,320,496

Interest receivable

12

Distributions receivable from Fidelity Central Funds

29,825

Other receivables

1,156

Total assets

1,068,230,961

 

 

 

Liabilities

Payable for fund shares redeemed

$ 11,168,078

Accrued management fee

171,710

Payable for daily variation margin on futures contracts

200,446

Other payables and accrued expenses

98,922

Collateral on securities loaned, at value

28,861,281

Total liabilities

40,500,437

 

 

 

Net Assets

$ 1,027,730,524

Net Assets consist of:

 

Paid in capital

$ 1,006,244,227

Undistributed net investment income

21,358,175

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(6,850,869)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

6,978,991

Net Assets, for 97,437,453 shares outstanding

$ 1,027,730,524

Net Asset Value, offering price and redemption price per share ($1,027,730,524 ÷ 97,437,453 shares)

$ 10.55

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 26,487,523

Interest

 

3,613

Income from Fidelity Central Funds

 

529,753

Income before foreign taxes withheld

 

27,020,889

Less foreign taxes withheld

 

(2,155,745)

Total income

 

24,865,144

 

 

 

Expenses

Management fee

$ 1,508,119

Independent trustees' compensation

2,568

Interest

167

Miscellaneous

1,911

Total expenses before reductions

1,512,765

Expense reductions

(66)

1,512,699

Net investment income (loss)

23,352,445

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(3,824,382)

Foreign currency transactions

(4,101)

Futures contracts

1,130,954

Total net realized gain (loss)

 

(2,697,529)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $98,948)

37,171,439

Assets and liabilities in foreign currencies

(45,611)

Futures contracts

(1,125,567)

Total change in net unrealized appreciation (depreciation)

 

36,000,261

Net gain (loss)

33,302,732

Net increase (decrease) in net assets resulting from operations

$ 56,655,177

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 23,352,445

$ 9,460,614

Net realized gain (loss)

(2,697,529)

(3,686,538)

Change in net unrealized appreciation (depreciation)

36,000,261

(41,696,504)

Net increase (decrease) in net assets resulting
from operations

56,655,177

(35,922,428)

Distributions to shareholders from net investment income

(10,700,271)

(1,927,322)

Distributions to shareholders from net realized gain

-

(891,654)

Total distributions

(10,700,271)

(2,818,976)

Share transactions
Proceeds from sales of shares

606,880,924

410,805,114

Reinvestment of distributions

10,700,271

2,818,976

Cost of shares redeemed

(119,469,748)

(73,256,011)

Net increase (decrease) in net assets resulting from share transactions

498,111,447

340,368,079

Total increase (decrease) in net assets

544,066,353

301,626,675

 

 

 

Net Assets

Beginning of period

483,664,171

182,037,496

End of period (including undistributed net investment income of $21,358,175 and undistributed net investment income of $8,706,001, respectively)

$ 1,027,730,524

$ 483,664,171

Other Information

Shares

Sold

60,748,637

37,276,641

Issued in reinvestment of distributions

1,104,259

255,708

Redeemed

(11,655,821)

(6,762,856)

Net increase (decrease)

50,197,075

30,769,493

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended October 31,

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 10.24

$ 11.05

$ 9.76

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .31

  .31

  .23

  .01

Net realized and unrealized gain (loss)

  .19

  (.96)

  1.09

  (.25)

Total from investment operations

  .50

  (.65)

  1.32

  (.24)

Distributions from net investment income

  (.19)

  (.11)

  (.03)

  -

Distributions from net realized gain

  -

  (.05)

  -

  -

Total distributions

  (.19)

  (.16)

  (.03)

  -

Net asset value, end of period

$ 10.55

$ 10.24

$ 11.05

$ 9.76

Total Return B, C

  5.08%

  (6.00)%

  13.55%

  (2.40)%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .20%

  .24%

  .25%

  .25% A

Expenses net of fee waivers, if any

  .20%

  .24%

  .25%

  .25% A

Expenses net of all reductions

  .20%

  .24%

  .18%

  .25% A

Net investment income (loss)

  3.09%

  2.81%

  2.27%

  .58% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,027,731

$ 483,664

$ 182,037

$ 19,817

Portfolio turnover rate F

  1%

  17%

  8%

  -% I

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period September 29, 2009 (commencement of operations) to October 31, 2009.

H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

I Amount represents less than 1%.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Fidelity Series Global ex U.S. Index Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. 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. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by FMR and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, certain foreign taxes, foreign currency transactions, passive foreign companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 92,964,652

Gross unrealized depreciation

(87,810,053)

Net unrealized appreciation (depreciation) on securities and other investments

$ 5,154,599

 

 

Tax Cost

$ 1,059,272,758

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 23,068,519

Capital loss carryforward

$ (6,629,782)

Net unrealized appreciation (depreciation)

$ 5,146,436

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2019

$ (2,685,793)

No expiration

 

Short-term

(2,059,041)

Long-term

(1,884,948)

Total no expiration

(3,943,989)

Total capital loss carryforward

$ (6,629,782)

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 10,700,271

$ 2,462,315

Long-term Capital Gains

-

356,661

Total

$ 10,700,271

$ 2,818,976

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified instrument based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund's use of derivatives increased or decreased its exposure to the following risks:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are shown in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $1,130,954 and a change in net unrealized appreciation (depreciation) of $(1,125,567) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

Annual Report

Notes to Financial Statements - continued

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $511,110,826 and $9,637,127, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee that is based on an annual rate of .20% of the Fund's average net assets. Under the management contract, FMR pays all other expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by FMR for providing these services.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, 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 affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 4,508,667

.44%

$ 167

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,911 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund

Annual Report

8. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $499,319. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's management fee. During the period, these credits reduced the Fund's management fee by $66.

10. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by FMR or and FMR affiliate were the owners of record of all the outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Salem Street Trust and Shareholders of Fidelity Series Global ex U.S. Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series Global ex U.S. Index Fund (the Fund), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from September 29, 2009 (commencement of operations) to October 31, 2009. These financial statements and financial highlights are the responsibility of the Fund's 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 the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodians and brokers. 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 Series Global ex U.S. Index Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from September 29, 2009 (commencement of operations) to October 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 207 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (50)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (77)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (70)

 

Year of Election or Appointment: 2006

Mr. Gamper is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (60)

 

Year of Election or Appointment: 2010

Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (65)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C. Johnson 3d or Ms. Abigail P. Johnson.

Michael E. Kenneally (58)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (72)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (66)

 

Year of Election or Appointment: 2001

Ms. Knowles is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (73)

 

Year of Election or Appointment: 2005

Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-2012).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

John R. Hebble (54)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Charles S. Morrison (51)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Morrison also serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.

Derek L. Young (48)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds. Mr. Young is also a Trustee of other investment companies advised by Strategic Advisers, Inc. (Strategic Advisers) (2012-present), President and a Director of Strategic Advisers (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

Andrew Windmueller (52)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Asset Allocation Funds. Mr. Windmueller also serves as Chief Investment Officer of Strategic Advisers, Inc. (2011-present), Chief Investment Officer for Global Asset Allocation Multi-Asset Class Strategies (2011-present), and is an employee of Fidelity Investments (2000-present).

Scott C. Goebel (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Ramon Herrera (38)

 

Year of Election or Appointment: 2012

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Herrera also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2004-present).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (45)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Stephanie J. Dorsey (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer (2011-present) and Deputy Treasurer (2008-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (43)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Gary W. Ryan (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Series Global ex U.S. Index Fund voted to pay on December 10, 2012, to shareholders of record at the opening of business on December 7, 2012, a distribution of $0.018 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.245 per share from net investment income.

The fund designates 85% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are $0.104 and $0.0140 for the dividend paid December 12, 2011.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Global ex U.S. Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established three standing committees, Operations, Audit, and Governance and Nominating, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a sector neutral investment approach for certain funds and utilizing a team of portfolio managers to manage certain sector-neutral funds; (vi) rationalizing product lines and gaining increased efficiencies through combinations of several funds with other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against a broad-based securities market index. The Board noted that FMR believes that no meaningful peer group exists for the fund principally because most other funds in the fund's third-party peer group have different and/or broader investment mandates than the fund's more specialized strategies. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2011, the fund's total return and the total return of a broad-based securities market index ("benchmark").

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series Global ex U.S. Index Fund

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The Board noted that the investment performance of the fund was lower than its benchmark for the period shown, primarily because the fund bears fees, expenses, and brokerage commissions while the benchmark does not. In addition, the Board noted that the performance of the fund and benchmark may vary due to valuation differences, such as when the fund (but not the index) fair values a particular security or when the index value is calculated at a different time of day than the fund's net asset value. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 15% means that 85% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, for a more meaningful comparison of management fees, the fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians) from the fund's management fee. In this regard, the Board considered that net management fees can vary from year to year because of differences in "fund-level" non-management expenses, and that "fund-level" non-management expenses may exceed the fund's management fee and result in a negative net management fee. The Board noted, however, that FMR does not pay transfer agent fees or other "class-level" expenses under the fund's management contract.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series Global ex U.S. Index Fund

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The Board noted that the fund's hypothetical net management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

Furthermore, the Board considered that it had approved an amended and restated management contract for the fund (effective September 1, 2011) that lowered the fund's management fee from 0.25% to 0.20%. The Board considered that the chart reflects the fund's lower management fee for 2011, as if the lower fee were in effect for the entire year.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of the fund's total expense ratio, the Board considered the fund's hypothetical net management fee as well as the fund's gross management fee. The Board also considered other "fund-level" expenses, such as pricing and bookkeeping fees and custodial, legal, and audit fees. The Board also considered other "class-level" expenses, such as transfer agent fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

The Board noted that the fund's total expense ratio ranked below its competitive median for 2011. The Board considered that the fund's total expense ratio reflects the fund's lower management fee for 2011, as if the lower fee were in effect for the entire year.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures, including the group fee structure, and the rationale for recommending different fees among different categories of funds and classes; (vi) Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes as well as contractual waivers in place for certain funds; (vii) regulatory and industry developments, including those affecting money market funds and target date funds, and the potential impact to Fidelity; (viii) Fidelity's transfer agent fees, expenses, and services, and drivers for determining the transfer agent fee structure of different funds and classes; (ix) management fee rates charged by FMR or Fidelity entities to other Fidelity clients; (x) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

SGX-ANN-1212
1.899279.103

Spartan® Emerging Markets Index Fund
Spartan Global ex U.S.

Index Fund
Investor Class

Fidelity Advantage® Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Spartan® Emerging Markets Index Fund

 

 

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Investment Changes

(Click Here)

A summary of major shifts in the Fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Spartan® Global ex U.S. Index Fund

 

 

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Investment Changes

(Click Here)

A summary of major shifts in the Fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

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Annual Report

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of each fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of each fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period*
May 1, 2012 to October 31, 2012

Spartan Emerging Markets Index Fund

 

 

 

 

Investor Class

.33%

 

 

 

Actual

 

$ 1,000.00

$ 989.90

$ 1.65

HypotheticalA

 

$ 1,000.00

$ 1,023.48

$ 1.68

Fidelity Advantage Class

.22%

 

 

 

Actual

 

$ 1,000.00

$ 989.90

$ 1.10

HypotheticalA

 

$ 1,000.00

$ 1,024.03

$ 1.12

Institutional Class

.15%

 

 

 

Actual

 

$ 1,000.00

$ 990.90

$ .75

HypotheticalA

 

$ 1,000.00

$ 1,024.38

$ .76

Fidelity Advantage Institutional Class

.12%

 

 

 

Actual

 

$ 1,000.00

$ 990.90

$ .60

HypotheticalA

 

$ 1,000.00

$ 1,024.53

$ .61

Spartan Global ex U.S. Index Fund

 

 

 

 

Investor Class

.24%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.50

$ 1.21

HypotheticalA

 

$ 1,000.00

$ 1,023.93

$ 1.22

Fidelity Advantage Class

.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,010.50

$ .91

HypotheticalA

 

$ 1,000.00

$ 1,024.23

$ .92

Institutional Class

.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.50

$ .66

HypotheticalA

 

$ 1,000.00

$ 1,024.48

$ .66

Fidelity Advantage Institutional Class

.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,012.50

$ .51

HypotheticalA

 

$ 1,000.00

$ 1,024.63

$ .51

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/ 366 (to reflect the one-half year period).

Annual Report

Spartan Emerging Markets Index Fund

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Life of
fund A

  Investor Class

2.68%

-1.79%

  Fidelity Advantage® Class

2.78%

-1.70%

A From September 8, 2011.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Spartan Emerging Markets Index Fund - Investor Class on September 8, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the FTSE® Emerging Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks gained 2.85% for the 12 months ending October 31, 2012, as measured by the FTSE® Emerging Index. After some early choppiness, the index rallied strongly in the first two months of 2012 but retreated from March through May amid renewed concerns about Europe's sovereign debt crisis and continued economic sluggishness in key countries such as China and Brazil. A general uptrend in the final five months of the period lifted the index into positive territory for the full year, despite the head wind of a generally stronger U.S. dollar. Major benchmark component Brazil was a drag on performance, falling 12%. The nation's inflation rate crept higher while economic growth ebbed, creating an unfavorable backdrop for stocks here. India's market retreated 5%, as did Russia. Conversely, Hong Kong advanced 16%, aided by rebounding shares of property developers, while South Africa added 8%, China rose roughly 5%, and Taiwan and Malaysia gained about 2% and 15%, respectively. Sentiment about Chinese stocks improved following the government's September approval of massive outlays for infrastructure projects, in hopes of halting that nation's economic slowdown. However, China's ongoing transition to new Communist Party leadership created uncertainty that kept some investors on the sidelines.

Comments from James Francis, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Spartan® Emerging Markets Index Fund: For the year, the fund's Investor Class and Fidelity Advantage Class shares gained 2.68% and 2.78%, respectively, while the benchmark FTSE® Emerging Index rose 2.85%. (The fund's performance relative to the index can be affected by Fidelity's methodologies for valuing certain foreign stocks and for incorporating foreign exchange rates, which differ from those used by the index.) Taiwan Semiconductor Manufacturing was a notable individual contributor. Also based in Taiwan, Hon Hai Precision Industry, a maker of components for electronic products, did well. Hong Kong telecommunication services provider China Mobile gained ground, while other absolute contributors included Companhia de Bebidas das Americas, a Brazilian beverage company, and Naspers, a South African media firm. In contrast, Brazilian energy company Petroleo Brasileiro (Petrobras) performed poorly, while another Brazil-based firm, metals and mining company Vale, encountered difficulty. Taiwanese mobile phone maker HTC's stock lost about two-thirds of its value during the period, while Russian gas distribution company Gazprom also lagged. Of final note, the fund was helped by redemption fees realized during the period.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Spartan Emerging Markets Index Fund

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

2.3

2.0

China Mobile Ltd. (Hong Kong, Wireless Telecommunication Services)

1.9

1.7

Petroleo Brasileiro SA - Petrobras (PN) (non-vtg.) (Brazil, Oil, Gas & Consumable Fuels)

1.6

1.8

China Construction Bank Corp. (H Shares) (China, Commercial Banks)

1.6

1.6

America Movil SAB de CV Series L (Mexico, Wireless Telecommunication Services)

1.4

1.7

Gazprom OAO sponsored ADR (Reg. S) (Russia, Oil, Gas & Consumable Fuels)

1.2

1.6

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Commercial Banks)

1.2

1.3

Companhia de Bebidas das Americas (AmBev) (PN) (Brazil, Beverages)

1.2

1.2

Petroleo Brasileiro SA - Petrobras (ON) (Brazil, Oil, Gas & Consumable Fuels)

1.1

1.2

Lukoil Oil Co. sponsored ADR (United Kingdom) (Russia, Oil, Gas & Consumable Fuels)

1.1

1.1

 

14.6

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.5

23.5

Energy

13.5

13.9

Materials

10.7

12.3

Telecommunication Services

9.2

9.4

Consumer Staples

8.6

7.6

Information Technology

7.1

7.3

Consumer Discretionary

5.1

4.9

Industrials

4.7

5.6

Utilities

2.8

3.4

Health Care

1.1

0.9

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

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Brazil 15.3%

 

abc1290021

Taiwan 11.8%

 

abc1290023

China 11.6%

 

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South Africa 9.8%

 

abc1290027

India 8.9%

 

abc1290081

Russia 6.4%

 

abc1290031

Mexico 5.9%

 

abc1290033

Malaysia 4.8%

 

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Hong Kong 4.7%

 

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Other 20.8%

 

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Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts and swaps, if applicable.

As of April 30, 2012

abc1290019

Brazil 17.1%

 

abc1290021

Taiwan 12.2%

 

abc1290023

China 11.9%

 

abc1290078

South Africa 10.0%

 

abc1290027

India 9.2%

 

abc1290081

Russia 6.4%

 

abc1290031

Mexico 5.6%

 

abc1290033

Malaysia 4.8%

 

abc1290035

Hong Kong 4.7%

 

abc1290037

Other 18.1%

 

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Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts and swaps, if applicable.

Annual Report

Spartan Emerging Markets Index Fund

Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 88.1%

Shares

Value

Bermuda - 0.7%

Brilliance China Automotive Holdings Ltd. (a)

66,000

$ 82,436

China Foods Ltd.

32,000

32,371

China Resources Gas Group Ltd.

16,000

35,468

CITIC Resources Holdings Ltd. (a)

66,000

10,134

Cosco Pacific Ltd.

38,567

56,930

Credicorp Ltd.

855

109,782

Credicorp Ltd. (NY Shares)

814

105,283

Kunlun Energy Co. Ltd.

88,000

163,509

Shenzhen International Holdings Ltd.

325,000

26,839

Sinofert Holdings Ltd.

54,000

11,427

TOTAL BERMUDA

634,179

Brazil - 15.3%

AES Tiete SA

1,700

16,188

AES Tiete SA (PN) (non-vtg.)

3,500

39,755

All America Latina Logistica SA

18,100

82,344

Amil Participacoes SA

4,200

63,174

Banco Bradesco SA (PN)

53,600

844,489

Banco do Brasil SA

32,000

341,419

Banco Santander SA (Brasil) unit

21,700

149,044

BM&F Bovespa SA

54,400

348,194

BR Malls Participacoes SA

12,700

166,953

Bradespar SA (PN)

6,600

97,487

Brasil Foods SA

24,000

436,621

Braskem SA (PN-A)

4,200

27,751

BTG Pactual Participations Ltd. unit

2,600

40,964

CCR SA

36,400

320,083

CCX Carvao da Colombia SA (a)

1,300

1,408

Centrais Eletricas Brasileiras SA (Electrobras)

15,400

84,542

Centrais Eletricas Brasileiras SA (Electrobras) (PN-B)

7,200

57,251

Cetip SA - Mercados Organizado

7,103

81,835

Cia.Hering SA

4,600

105,677

Cielo SA

7,220

178,629

Companhia Brasileira de Distribuicao Grupo Pao de Acucar (PN)

3,500

160,607

Companhia de Bebidas das Americas (AmBev)

5,500

184,954

Companhia de Bebidas das Americas (AmBev) (PN)

28,600

1,168,755

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP)

3,200

135,465

Companhia de Transmissao de Energia Eletrica Paulista (PN)

900

14,424

Companhia Energetica de Minas Gerais (CEMIG)

2,650

28,835

Companhia Energetica de Minas Gerais (CEMIG) (PN)

12,725

152,245

Companhia Energetica de Sao Paulo Series A

4,200

37,739

Common Stocks - continued

Shares

Value

Brazil - continued

Companhia Paranaense de Energia-Copel (PN-B)

3,400

$ 50,220

Companhia Siderurgica Nacional SA (CSN)

30,800

170,298

Cosan SA Industria e Comercio

4,600

88,215

CPFL Energia SA

8,500

98,767

Cyrela Brazil Realty SA

8,800

74,610

Duratex SA

7,800

54,265

Ecorodovias Infraestrutura e Logistica SA

4,100

35,811

Embraer SA

20,800

145,422

Energias do Brasil SA

5,900

36,892

Fibria Celulose SA (a)

6,300

53,476

Gerdau SA

4,700

34,179

Gerdau SA (PN)

24,000

209,744

Hypermarcas SA (a)

13,000

103,370

Itau Unibanco Holdings SA

7,100

92,986

Itau Unibanco Holdings SA

63,000

921,248

Itausa-Investimentos Itau SA (PN)

82,850

363,046

JBS SA (a)

25,300

81,840

Klabin SA (PN) (non-vtg.)

17,300

101,617

Light SA

1,900

20,440

Localiza Rent A Car SA

4,200

73,617

Lojas Americanas SA

6,146

46,601

Lojas Americanas SA (PN)

16,096

134,724

Lojas Renner SA

3,400

125,886

Metalurgica Gerdau SA (PN)

7,200

80,683

MMX Mineracao e Metalicos SA (a)

6,200

12,271

MPX Mineracao e Energia SA (a)

4,200

22,189

MRV Engenharia e Participacoes SA

10,000

50,713

Multiplan Empreendimentos Imobiliarios SA

2,200

64,449

Natura Cosmeticos SA

6,000

159,967

OGX Petroleo e Gas Participacoes SA (a)

35,600

82,556

Oi SA

8,000

37,813

Oi SA (PN)

32,500

130,253

OSX Brasil SA (a)

2,100

11,839

OSX Brasil SA rights 11/26/12 (a)

96

1

PDG Realty SA Empreendimentos e Participacoes

36,700

61,798

Petroleo Brasileiro SA - Petrobras:

(ON)

104,100

1,101,967

(PN) (non-vtg.)

155,100

1,588,380

Porto Seguro SA

3,200

34,032

Souza Cruz SA

12,900

168,312

Sul America SA unit

3,459

27,249

Telefonica Brasil SA

6,300

139,583

Common Stocks - continued

Shares

Value

Brazil - continued

TIM Participacoes SA

26,900

$ 95,360

Tractebel Energia SA

7,600

130,967

Ultrapar Participacoes SA

11,200

234,913

Usinas Siderurgicas de Minas Gerais SA - Usiminas

4,900

25,621

Usinas Siderurgicas de Minas Gerais SA - Usiminas (PN-A) (non-vtg.)

14,600

70,518

Vale SA

44,100

813,148

Vale SA (PN-A)

59,900

1,072,039

Weg SA

6,800

78,109

TOTAL BRAZIL

14,778,836

Cayman Islands - 0.4%

China Resources Cement Holdings Ltd.

50,000

34,000

China Resources Land Ltd.

66,000

150,734

China State Construction International Holdings Ltd.

44,000

52,402

MStar Semiconductor, Inc.

13,000

110,151

TPK Holding Co. Ltd.

6,775

85,122

TOTAL CAYMAN ISLANDS

432,409

Chile - 2.4%

AES Gener SA

61,932

36,813

Banco de Chile

980,024

146,225

Banco de Credito e Inversiones

1,177

75,833

Banco Santander Chile

2,143,046

148,096

CAP SA

3,194

110,109

Cencosud SA

28,153

153,652

Colbun SA (a)

202,138

56,396

Compania Cervecerias Unidas SA

3,190

46,410

Compania de Petroleos de Chile SA (COPEC)

14,512

208,172

CorpBanca SA

4,509,569

59,000

Embotelladora Andina SA Class B

4,559

28,805

Empresa Nacional de Electricidad SA

110,195

177,379

Empresa Nacional de Electricidad SA sponsored ADR

203

9,718

Empresa Nacional de Telecomunicaciones SA (ENTEL)

2,806

57,152

Empresas CMPC SA

45,355

173,917

Enersis SA

349,802

119,739

Enersis SA sponsored ADR

300

5,082

Lan Airlines SA

8,615

211,369

SACI Falabella

19,891

204,016

Sociedad Matriz Banco de Chile Class B

160,735

58,294

Common Stocks - continued

Shares

Value

Chile - continued

Sociedad Quimica y Minera de Chile SA:

(PN-B)

3,100

$ 179,628

(PN-B) sponsored ADR

168

9,719

TOTAL CHILE

2,275,524

China - 11.6%

Agricultural Bank China Ltd. (H Shares)

642,000

278,336

Air China Ltd. (H Shares)

60,000

42,580

Aluminum Corp. of China Ltd. (H Shares) (a)

122,000

52,847

Angang Steel Co. Ltd. (H Shares) (a)

28,000

16,800

Anhui Conch Cement Co. Ltd. (H Shares)

36,000

124,489

Anhui Expressway Co. Ltd. (H Shares)

20,000

9,600

Anhui Gujing Distillery Co. Ltd. (B Shares)

1,600

4,930

Bank Communications Co. Ltd. (H Shares)

294,000

210,161

Bank of China Ltd. (H Shares)

2,329,000

958,640

BBMG Corp. (H Shares)

30,500

26,210

Beijing Capital International Airport Co. Ltd. (H Shares)

48,000

30,906

Beijing North Star Co. Ltd. (H Shares)

26,000

5,401

Bengang Steel Plates Co. Ltd. (B Shares)

16,200

4,912

BOE Technology Group Co. Ltd. (B Shares) (a)

66,300

11,036

BYD Co. Ltd. (H Shares) (a)

14,000

27,639

Changsha Zoomlion Heavy Industry Science & Technology Development Co. Ltd. (H Shares)

39,800

53,614

China BlueChemical Ltd. (H Shares)

52,000

32,944

China CITIC Bank Corp. Ltd. (H Shares)

308,000

157,377

China Coal Energy Co. Ltd. (H Shares)

121,000

120,219

China Communications Construction Co. Ltd. (H Shares)

127,000

119,133

China Communications Services Corp. Ltd. (H Shares)

54,000

30,449

China Construction Bank Corp. (H Shares)

2,005,000

1,510,855

China Cosco Holdings Co. Ltd. (H Shares) (a)

69,000

34,277

China Eastern Airlines Corp. Ltd. (H Shares) (a)

58,000

20,148

China International Marine Containers (Group) Ltd. (B Shares)

53,000

65,241

China Life Insurance Co. Ltd. (H Shares)

207,000

608,686

China Longyuan Power Grid Corp. Ltd. (H Shares)

34,000

22,155

China Merchants Bank Co. Ltd. (H Shares)

106,000

198,048

China Merchants Property Development Co. Ltd. (B Shares)

6,900

13,978

China Minsheng Banking Corp. Ltd. (H Shares)

159,000

144,638

China Molybdenum Co. Ltd. (H Shares) (a)

32,000

13,708

China National Building Materials Co. Ltd. (H Shares)

76,000

96,887

China National Materials Co. Ltd. (H Shares)

42,000

13,169

China Oilfield Services Ltd. (H Shares)

42,000

79,664

China Pacific Insurance Group Co. Ltd. (H Shares)

65,200

204,432

Common Stocks - continued

Shares

Value

China - continued

China Petroleum & Chemical Corp. (H Shares)

468,000

$ 493,215

China Railway Construction Corp. Ltd. (H Shares)

60,500

60,109

China Railway Group Ltd. (H Shares)

124,000

63,200

China Shenhua Energy Co. Ltd. (H Shares)

95,500

406,643

China Ship Container Lines Co. Ltd. (H Shares) (a)

124,000

33,120

China Shipping Development Co. Ltd. (H Shares)

40,000

21,006

China Southern Airlines Ltd. (H Shares)

54,000

25,571

China Telecom Corp. Ltd. (H Shares)

452,000

267,426

China Vanke Co. Ltd. (B Shares)

34,900

45,527

Chongqing Changan Automobile Co. Ltd. (B Shares)

26,700

10,645

Chongqing Rural Commercial Bank Co. Ltd. (H Shares)

71,000

33,347

CITIC Securities Co. Ltd. (H Shares)

25,500

47,841

CSG Holding Co. Ltd. (B Shares)

20,900

13,187

CSR Corp. Ltd. (H Shares)

48,000

37,285

Datang International Power Generation Co. Ltd. (H Shares)

78,000

27,778

Dazhong Transport Group Co. Ltd. (B Shares)

14,300

6,850

Dongfang Electric Corp. Ltd. (H Shares)

10,800

18,088

Dongfeng Motor Group Co. Ltd. (H Shares)

72,000

89,187

Double Coin Holdings Ltd. (B Shares)

2,600

1,375

Foshan Electrical and Lighting Co. Ltd. (B Shares)

7,300

4,465

Great Wall Motor Co. Ltd. (H Shares)

28,500

78,329

Guangdong Electric Power Development Co. Ltd.

18,600

8,856

Guangdong Provincial Expressway Development Co. Ltd.
(B Shares)

14,900

4,556

Guangshen Railway Co. Ltd. (H Shares)

36,000

12,403

Guangzhou Automobile Group Co. Ltd. (H Shares)

54,000

36,998

Guangzhou Pharmaceutical Ltd. (H Shares)

6,000

11,659

Guangzhou R&F Properties Co. Ltd. (H Shares)

22,000

27,053

Guangzhou Shipyard International Ltd. (H Shares) (a)

8,000

6,018

Hainan Airlines Co. Ltd. (B Shares)

2,600

1,550

Haitong Securities Co. Ltd. (H Shares)

30,400

38,990

Harbin Power Equipment Co. Ltd. (H Shares)

14,000

11,579

Huadian Energy Co. Ltd. (B Shares) (a)

19,200

4,512

Huadian Power International Corp. Ltd. (H Shares) (a)

38,000

9,659

Huaneng Power International, Inc. (H Shares)

94,000

75,099

Industrial & Commercial Bank of China Ltd. (H Shares)

1,812,000

1,199,419

Inner Mongolia Eerduosi Resourses Co. Ltd. (B Shares)

14,000

12,292

Inner Mongolia Yitai Coal Co. Ltd.:

(B Shares)

16,481

89,558

(H Shares) (a)

7,500

40,790

Jiangling Motors Corp. Ltd. (B Shares)

900

1,737

Jiangsu Expressway Co. Ltd. (H Shares)

28,000

24,134

Common Stocks - continued

Shares

Value

China - continued

Jiangxi Copper Co. Ltd. (H Shares)

40,000

$ 103,483

Jinzhou Port Co. Ltd. (B Shares) (a)

11,000

3,751

Lianhua Supermarket Holdings Ltd. (H Shares)

14,000

11,308

Maanshan Iron & Steel Ltd. (H Shares) (a)

50,000

12,903

Metallurgical Corp. China Ltd. (H Shares) (a)

97,000

18,023

New China Life Insurance Co. Ltd. (H Shares)

11,700

38,798

PetroChina Co. Ltd. (H Shares)

586,000

795,154

PICC Property & Casualty Co. Ltd. (H Shares)

102,008

135,834

Ping An Insurance Group Co. China Ltd. (H Shares)

65,500

518,926

Shandong Chenming Paper Holdings Ltd.:

(B Shares)

16,300

6,478

(H Shares)

11,500

4,259

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

48,000

64,908

Shanghai Chlor Alkali Co. Ltd. (B Shares) (a)

12,600

5,506

Shanghai Electric Group Co. Ltd. (H Shares)

66,000

26,826

Shanghai Friendship Group, Inc. (B Shares)

4,900

5,326

Shanghai Haixin Group Co. Ltd. (B Shares) (a)

11,000

4,268

Shanghai Jin Jiang International Hotels (Group) Co. Ltd.
(B Shares)

4,000

5,352

Shanghai Jin Jiang International Industrial Investment Co. Ltd. (B Shares)

6,540

4,578

Shanghai Jinqiao Export Processing Zone Development Co. Ltd. (B Shares)

8,600

5,805

Shanghai Lujiazui Finance Trust Ltd. (B Shares)

15,700

15,543

Shanghai Pharma Holding Co. Ltd. (H Shares)

15,000

27,793

Shanghai Shangling Electric Appliances Co. Ltd. (B Shares)

7,100

7,143

Shanghai Waigaoqiao Free Trade Zone Development Co. Ltd. (B Shares)

7,417

5,051

Shanghai Zhenhua Port Machinery Co. Ltd. (B Shares) (a)

24,700

7,632

Shenzhen Chiwan Wharf Holding Ltd. (B Shares)

4,800

5,884

Shenzhen Expressway Co. (H Shares)

24,000

9,104

Sichuan Expressway Co. Ltd. (H Shares)

26,000

8,454

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

72,000

20,624

Sinopec Yizheng Chemical Fibre Co. Ltd. (H Shares)

38,000

7,992

Sinopharm Group Co. Ltd. (H Shares)

19,600

65,881

Sinotrans Ltd. (H Shares)

61,000

9,445

Tianjin Capital Environmental Protection Co. Ltd. (H Shares)

14,000

3,270

Travelsky Technology Ltd. (H Shares)

32,000

16,516

Tsingtao Brewery Co. Ltd. (H Shares)

14,000

75,690

Weichai Power Co. Ltd. (H Shares)

13,800

48,878

Weifu High-Technology Co. Ltd. (B Shares)

4,200

10,248

Weiqiao Textile Co. Ltd. (H Shares)

22,500

8,797

Wumart Stores, Inc. (H Shares)

17,000

30,183

Common Stocks - continued

Shares

Value

China - continued

Yantai Changyu Pioneer Wine Co. (B Shares)

5,020

$ 25,450

Yanzhou Coal Mining Co. Ltd. (H Shares)

56,000

83,475

Zhaojin Mining Industry Co. Ltd. (H Shares)

22,500

37,742

Zhejiang Expressway Co. Ltd. (H Shares)

46,000

33,535

Zhejiang Southeast Electric Power Co. Ltd. (B Shares)

24,900

13,571

Zhuzhou CSR Times Electric Co. Ltd. (H Shares)

15,000

44,129

Zijin Mining Group Co. Ltd. (H Shares)

170,000

68,438

ZTE Corp. (H Shares)

16,800

23,672

TOTAL CHINA

11,230,791

Colombia - 1.0%

Almacenes Exito SA

6,461

123,170

BanColombia SA:

sponsored ADR

76

4,866

(PN)

9,112

145,353

Cementos Argos SA

10,403

49,750

Corp. Financiera Colombiana SA

2,528

48,027

Ecopetrol SA

124,566

370,618

Grupo de Inversiones Suramerica

6,293

122,853

Interconexion Electrica SA ESP

8,382

45,393

Isagen SA

19,497

27,355

TOTAL COLOMBIA

937,385

Czech Republic - 0.4%

Ceske Energeticke Zavody A/S

6,027

222,210

Komercni Banka A/S

421

85,918

Telefonica Czech Rep A/S

3,667

73,037

TOTAL CZECH REPUBLIC

381,165

Egypt - 0.5%

Alexandria Mineral Oils Co.

354

4,517

Commercial International Bank Ltd.

15,058

93,612

Commercial International Bank Ltd. sponsored GDR

1,510

9,211

EFG-Hermes Holding SAE

15,045

28,872

Egyptian Kuwaiti Holding

27,023

34,049

El Ezz Steel Rebars SAE

13,312

22,214

Elsewedy Electric Co.

2,725

11,836

National Societe Generale Bank

3,468

25,815

Orascom Construction Industries SAE

2,568

107,972

Orascom Construction Industries SAE GDR

209

8,548

Orascom Telecom Holding SAE (a)

74,368

43,800

Orascom Telecom Media & Technology Holding SAE

108,153

10,616

Sidi Kerir Petrochemcials Co.

6,102

13,307

Common Stocks - continued

Shares

Value

Egypt - continued

Talaat Moustafa Group Holding (a)

43,609

$ 34,174

Telecom Egypt SAE

5,690

12,846

TOTAL EGYPT

461,389

Hong Kong - 4.7%

Beijing Enterprises Holdings Ltd.

15,500

100,099

China Agri-Industries Holdings Ltd.

42,000

26,284

China Everbright Ltd.

22,000

32,020

China Insurance International Holdings Co. Ltd. (a)

23,800

40,782

China Merchant Holdings International Co. Ltd.

34,847

115,556

China Mobile Ltd.

154,000

1,708,129

China Mobile Ltd. sponsored ADR

2,600

144,014

China Overseas Land & Investment Ltd.

112,000

293,366

China Resources Enterprise Ltd.

32,000

104,051

China Resources Power Holdings Co. Ltd.

52,000

111,380

China Unicom Ltd.

198,000

319,201

CITIC Pacific Ltd.

28,000

35,695

CNOOC Ltd.

457,000

940,495

CNOOC Ltd. sponsored ADR

400

82,220

Far East Horizon Ltd.

34,000

24,041

Franshion Properties China Ltd.

100,000

30,580

Guangdong Investment Ltd.

54,000

44,175

Lenovo Group Ltd.

218,000

175,243

Poly (Hong Kong) Investments Ltd. (a)

46,000

27,956

Shanghai Industrial Holdings Ltd.

15,000

48,193

Shenzhen Investment Ltd.

74,628

19,836

Sino-Ocean Land Holdings Ltd.

113,722

71,314

Sinotruk Hong Kong Ltd.

22,000

12,632

Yuexiu Property Co. Ltd.

196,000

53,868

TOTAL HONG KONG

4,561,130

Hungary - 0.4%

Magyar Telekom PLC

13,434

24,884

MOL Hungarian Oil and Gas PLC Series A (For. Reg.)

2,184

189,688

OTP Bank PLC

7,614

144,519

Richter Gedeon PLC

377

70,316

TOTAL HUNGARY

429,407

India - 1.2%

Adani Enterprises Ltd. (a)

2,129

8,521

Adani Power Ltd. (a)

2,900

2,598

Ambuja Cements Ltd.

1,149

4,329

Ashok Leyland Ltd.

20,233

8,818

Common Stocks - continued

Shares

Value

India - continued

Asian Paints India Ltd.

118

$ 8,490

Axis Bank Ltd.

1,357

29,826

Bajaj Auto Ltd.

287

9,689

Bank of Baroda

600

8,092

Bank of India

707

3,633

Bharat Heavy Electricals Ltd.

2,073

8,661

Bharat Petroleum Corp. Ltd.

2,037

12,779

Bharti Airtel Ltd.

5,410

27,113

Cairn India Ltd.

1,791

11,201

Canara Bank (a)

467

3,480

Cipla Ltd.

1,576

10,641

Coal India Ltd.

2,268

14,597

Colgate-Palmolive (India)

429

10,250

Dabur India Ltd.

4,153

9,598

DLF Ltd.

2,085

7,859

Dr. Reddy's Laboratories Ltd.

291

9,477

GAIL India Ltd.

1,626

10,544

GlaxoSmithKline Pharmaceuticals Ltd.

100

3,726

Glenmark Pharmaceuticals Ltd. (a)

1,036

8,247

GMR Infrastructure Ltd. (a)

13,935

5,193

Great Eastern Shipping Co. Ltd.

500

2,389

HCL Technologies Ltd.

795

8,984

HDFC Bank Ltd.

4,001

46,980

Hero Motocorp Ltd.

163

5,695

Hindalco Industries Ltd.

3,132

6,784

Hindustan Unilever Ltd.

3,012

30,599

Hindustan Zinc Ltd.

1,200

2,986

Housing Development Finance Corp. Ltd.

3,935

55,754

ICICI Bank Ltd.

1,984

38,604

IDBI Bank Ltd.

1,500

2,587

Indiabulls Financial Services Ltd.

2,000

9,291

Infosys Ltd.

2,249

98,443

Infrastructure Development Finance Co. Ltd.

5,601

16,890

ITC Ltd.

22,898

120,246

Jaiprakash Associates Ltd.

3,689

5,989

Jindal Steel & Power Ltd.

844

6,092

JSW Steel Ltd. (a)

610

8,373

Kotak Mahindra Bank Ltd. (a)

770

8,640

Larsen & Toubro Ltd.

740

22,375

Lupin Ltd. (a)

675

7,106

Mahindra & Mahindra Ltd.

968

15,912

Maruti Suzuki India Ltd.

330

8,819

Common Stocks - continued

Shares

Value

India - continued

Mphasis BFL Ltd. (a)

900

$ 6,474

Mundra Port and SEZ Ltd.

2,738

6,475

Nestle India Ltd.

108

9,434

NTPC Ltd.

4,908

15,083

Oil & Natural Gas Corp. Ltd.

7,238

36,119

Oil India Ltd.

500

4,491

Oracle Finance Services Software Ltd. (a)

100

5,390

Power Grid Corp. of India Ltd.

3,719

7,880

Reliance Capital Ltd.

883

6,268

Reliance Communication Ltd.

4,164

4,179

Reliance Industries Ltd.

6,360

95,214

Reliance Power Ltd. (a)

3,930

6,753

Rural Electrification Corp. Ltd.

2,279

9,122

Satyam Computer Services Ltd. (a)

5,508

11,179

Shriram Transport Finance Co. Ltd.

264

3,067

Siemens India Ltd.

747

9,539

State Bank of India

441

17,296

Sterlite Industries (India) Ltd.

4,276

7,876

Sun Pharmaceutical Industries Ltd.

1,169

15,082

Suzlon Energy Ltd. (a)

7,736

2,272

Tata Chemicals Ltd. (a)

1,100

6,470

Tata Consultancy Services Ltd.

1,257

30,733

Tata Motors Ltd.

3,338

15,873

Tata Power Co. Ltd.

4,421

8,714

Tata Steel Ltd.

1,562

11,386

Titan Industries Ltd.

2,209

10,646

Ultratech Cemco Ltd.

401

14,877

Union Bank of India

1,600

5,818

Unitech Ltd. (a)

14,034

6,025

United Spirits Ltd.

235

5,135

Wipro Ltd.

1,782

11,516

Zee Entertainment Enterprises Ltd. (a)

1,826

6,424

TOTAL INDIA

1,179,710

Indonesia - 3.2%

PT Adaro Energy Tbk

360,500

51,419

PT Aneka Tambang Tbk

117,500

15,658

PT Astra Agro Lestari Tbk

11,000

23,993

PT Astra International Tbk

841,500

705,262

PT Bank Central Asia Tbk

343,500

293,252

PT Bank Danamon Indonesia Tbk Series A

60,500

38,423

PT Bank Mandiri (Persero) Tbk

261,500

224,609

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Bank Negara Indonesia (Persero) Tbk

163,500

$ 65,536

PT Bank Rakyat Indonesia Tbk

334,500

257,708

PT Bumi Resources Tbk

573,500

39,407

PT Charoen Pokphand Indonesia Tbk

215,000

69,950

PT Gudang Garam Tbk

16,500

84,432

PT Indo Tambangraya Megah Tbk

10,000

42,322

PT Indocement Tunggal Prakarsa Tbk

29,000

64,612

PT Indofood Sukses Makmur Tbk

100,000

59,344

PT Indofood Sukses Makmur Tbk

36,500

27,171

PT Indosat Tbk

71,000

48,048

PT International Nickel Indonesia Tbk

69,000

19,396

PT Jasa Marga Tbk

48,000

28,985

PT Kalbe Farma Tbk

1,049,000

105,937

PT Perusahaan Gas Negara Tbk Series B

266,500

129,018

PT Semen Gresik (Persero) Tbk

81,500

126,428

PT Tambang Batubbara Bukit Asam Tbk

26,000

43,311

PT Telkomunikasi Indonesia Tbk Series B

276,000

280,321

PT Unilever Indonesia Tbk

42,000

113,909

PT United Tractors Tbk

75,500

165,856

TOTAL INDONESIA

3,124,307

Luxembourg - 0.1%

Brait SA

14,754

58,025

Malaysia - 4.8%

AirAsia Bhd

54,700

54,413

AMMB Holdings Bhd

63,000

131,957

Astro Malaysia Holdings Bhd

45,000

40,036

Axiata Group Bhd

174,300

373,663

Berjaya Sports Toto Bhd

31,900

46,499

British American Tobacco (Malaysia) Bhd

3,800

78,894

Bumi Armada Bhd

21,200

27,283

Bumiputra-Commerce Holdings Bhd

157,300

394,025

DiGi.com Bhd

163,400

284,850

Felda Global Ventures Holdings Bhd

31,400

48,244

Gamuda Bhd

54,700

64,828

Genting Bhd

75,700

219,943

Genting Malaysia Bhd

82,800

97,588

Hong Leong Bank Bhd

15,500

74,701

IHH Healthcare Bhd

63,600

68,277

IJM Corp. Bhd

35,600

58,554

IOI Corp. Bhd

131,700

218,779

Kuala Lumpur Kepong Bhd

15,800

111,108

Common Stocks - continued

Shares

Value

Malaysia - continued

Lafarge Malayan Cement Bhd

10,300

$ 32,969

Malayan Banking Bhd

168,396

499,217

Malaysia Marine and Heavy Engineering Sdn Bhd

10,500

16,650

Malaysian Plantations Bhd

31,300

41,822

Maxis Bhd

62,000

141,668

MMC Corp. Bhd

36,200

31,018

Parkson Holdings Bhd

15,300

24,361

Petronas Chemicals Group Bhd

88,900

189,708

Petronas Dagangan Bhd

8,700

63,065

Petronas Gas Bhd

22,000

141,563

PPB Group Bhd

15,500

68,493

Public Bank Bhd (For. Reg.)

29,100

151,710

RHB Capital Bhd

19,679

48,455

Sime Darby Bhd

126,000

404,557

SP Setia Bhd

19,700

23,348

Telekom Malaysia Bhd

32,500

63,805

Tenaga Nasional Bhd

39,400

89,898

UEM Land Holdings Bhd (a)

43,700

30,415

UMW Holdings Bhd

24,100

78,962

YTL Corp. Bhd

147,186

84,562

YTL Power International Bhd

71,800

38,422

TOTAL MALAYSIA

4,658,310

Mexico - 5.9%

Alfa SA de CV Series A

71,500

131,871

America Movil SAB de CV Series L

1,089,500

1,383,717

CEMEX SA de CV unit

295,004

267,428

Coca-Cola FEMSA SAB de CV Series L

12,400

158,935

Embotelladoras Arca SAB de CC

22,200

161,083

Fomento Economico Mexicano SAB de CV unit

60,600

545,743

Grupo Bimbo SAB de CV Series A

64,600

150,474

Grupo Carso SA de CV Series A1

18,000

65,146

Grupo Elektra SA de CV

1,875

77,264

Grupo Financiero Banorte SAB de CV Series O

65,000

361,139

Grupo Financiero Inbursa SAB de CV Series O

54,900

146,202

Grupo Financiero Santander Mexico SAB de CV

44,500

121,361

Grupo Mexico SA de CV Series B

109,507

350,918

Grupo Modelo SAB de CV Series C

17,400

153,350

Grupo Televisa SA de CV

80,400

365,466

Industrias Penoles SA de CV

4,450

221,701

Kimberly-Clark de Mexico SA de CV Series A

34,500

82,838

Mexichem SAB de CV

43,827

217,194

Common Stocks - continued

Shares

Value

Mexico - continued

Minera Frisco SAB de CV (a)

21,700

$ 86,359

Organizacion Soriana Sab de CV Series B

9,800

32,931

Wal-Mart de Mexico SA de CV Series V

198,000

584,746

TOTAL MEXICO

5,665,866

Morocco - 0.0%

Douja Promotion Groupe Addoha SA

3,905

28,238

Managem

49

9,030

TOTAL MOROCCO

37,268

Pakistan - 0.1%

Fauji Fertilizer Co. Ltd.

18,965

22,813

MCB Bank Ltd.

17,301

34,097

National Bank of Pakistan

18,837

8,924

Oil & Gas Development Co. Ltd.

14,117

26,809

Pakistan Petroleum Ltd.

11,661

21,040

TOTAL PAKISTAN

113,683

Peru - 0.3%

Compania de Minas Buenaventura SA

2,874

102,029

Compania de Minas Buenaventura SA sponsored ADR

2,858

102,202

Volcan Compania Minera Saa Class B

58,577

57,187

TOTAL PERU

261,418

Philippines - 1.0%

Aboitiz Equity Ventures, Inc.

60,600

71,142

Aboitiz Power Corp.

54,300

43,731

Alliance Global Group, Inc.

131,200

47,500

Ayala Corp.

4,950

53,354

Ayala Land, Inc.

155,100

88,871

Bank of the Philippine Islands (BPI)

39,230

77,315

BDO Unibank, Inc.

39,292

61,185

DMCI Holdings, Inc.

26,200

34,423

Globe Telecom, Inc.

930

25,796

Jollibee Food Corp.

9,990

25,692

Metropolitan Bank & Trust Co.

20,820

48,124

Philippine Long Distance Telephone Co.

1,265

81,374

PNOC Energy Development Corp.

267,500

43,412

San Miguel Corp.

32,070

85,130

SM Investments Corp.

5,000

97,689

SM Prime Holdings, Inc.

191,800

67,667

TOTAL PHILIPPINES

952,405

Common Stocks - continued

Shares

Value

Poland - 1.4%

Bank Handlowy w Warszawie SA

958

$ 27,891

Bank Polska Kasa Opieki SA

2,931

140,736

BRE Bank SA (a)

398

37,548

ENEA SA

3,107

14,987

Getin Noble Bank SA

25,206

13,106

ING Bank Slaski SA (a)

1,237

33,708

Jastrzebska Spolka Weglowa SA

1,129

30,695

KGHM Polska Miedz SA (Bearer)

4,079

205,442

Polish Oil & Gas Co.

49,747

61,548

Polska Grupa Energetyczna SA

20,682

112,069

Polski Koncern Naftowy Orlen SA (a)

8,864

121,605

Powszechna Kasa Oszczednosci Bank SA

17,270

193,058

Powszechny Zaklad Ubezpieczen SA

1,807

211,113

Synthos SA

12,767

21,194

Tauron Polska Energia SA

38,589

53,303

Telekomunikacja Polska SA

17,932

67,737

TVN SA

4,752

10,419

TOTAL POLAND

1,356,159

Russia - 6.3%

Aeroflot - Russian Airlines (a)

14,310

18,222

Federal Grid Co. Unified Energy System JSC (a)

7,127,650

46,462

Gazprom OAO sponsored ADR (Reg. S)

132,063

1,206,395

Inter Rao Ues JSC (a)

57,216,645

46,345

Interregional Distribution Grid Companies Holding JSC (a)

478,650

28,339

LSR Group OJSC GDR (Reg. S)

4,886

23,526

Lukoil Oil Co. sponsored ADR (United Kingdom)

17,786

1,075,164

Magnit OJSC GDR (Reg. S)

9,346

331,783

Magnitogorsk Iron & Steel Works OJSC unit (a)

3,114

13,428

Mobile TeleSystems OJSC sponsored ADR

14,142

242,394

Mosenergo AO (a)

234,037

10,313

NOMOS-BANK OJSC GDR (Reg. S) (a)

1,318

17,582

Norilsk Nickel OJSC ADR

13,047

200,141

NOVATEK OAO GDR (Reg. S)

2,489

283,746

Novolipetsk Steel OJSC GDR (Reg. S)

1,758

33,209

OGK-4 OJSC (a)

552,669

45,404

Pharmstandard OJSC unit (a)

2,170

31,899

PIK Group GDR (Reg. S) unit (a)

2,340

5,054

Raspadskaya OAO (a)

6,032

11,895

Rosneft Oil Co. OJSC GDR (Reg. S)

37,973

281,000

Rostelecom sponsored ADR

6,743

154,415

RusHydro JSC sponsored ADR

30,613

72,675

Common Stocks - continued

Shares

Value

Russia - continued

Sberbank (Savings Bank of the Russian Federation)

39,030

$ 114,257

Sberbank (Savings Bank of the Russian Federation) sponsored ADR

65,808

773,902

Severstal JSC GDR (Reg. S)

4,808

58,321

Sistema JSFC sponsored GDR

4,134

75,859

Surgutneftegaz JSC sponsored ADR

19,433

169,067

Tatneft OAO sponsored ADR

7,472

289,465

TGK-1 OAO (a)

38,530,033

7,764

TMK OAO GDR (Reg. S)

1,733

25,700

Uralkali OJSC GDR (Reg. S)

6,983

273,594

VTB Bank JSC unit

36,547

125,941

TOTAL RUSSIA

6,093,261

South Africa - 9.8%

Absa Group Ltd.

9,956

159,835

Adcock Ingram Holdings Ltd.

5,226

34,898

Aeci Ltd.

3,819

32,523

African Bank Investments Ltd.

21,194

71,668

African Rainbow Minerals Ltd.

2,495

52,227

Allied Technologies Ltd.

1,705

7,866

Anglo Platinum Ltd.

2,293

106,576

AngloGold Ashanti Ltd.

10,619

358,766

ArcelorMittal South Africa Ltd. (a)

5,150

19,838

Aspen Pharmacare Holdings Ltd.

9,258

168,703

Assore Ltd.

1,201

49,588

Aveng Ltd.

9,526

33,992

AVI Ltd.

9,793

64,582

Barloworld Ltd.

6,562

53,166

Bidvest Group Ltd.

9,140

218,152

Capital Property Fund

43,517

50,088

Capitec Bank Holdings Ltd.

1,356

29,870

Capitec Bank Holdings Ltd. rights 11/9/12 (a)

137

482

Clicks Group Ltd.

7,340

50,606

Coronation Fund Managers Ltd.

5,921

22,842

DataTec Ltd.

5,704

35,392

Discovery Holdings Ltd.

8,233

52,718

Exxaro Resources Ltd.

3,922

78,479

FirstRand Ltd.

115,781

384,305

Foschini Ltd.

6,387

92,733

Fountainhead Property Trust

27,465

25,309

Gold Fields Ltd.

20,210

251,090

Grindrod Ltd.

13,270

22,773

Common Stocks - continued

Shares

Value

South Africa - continued

Growthpoint Properties Ltd.

48,842

$ 132,996

Harmony Gold Mining Co. Ltd.

12,116

99,266

Hyprop Investments Ltd.

4,885

37,747

Illovo Sugar Ltd.

5,773

21,080

Impala Platinum Holdings Ltd.

17,491

314,693

Imperial Holdings Ltd.

5,840

132,673

Investec Ltd.

7,128

41,926

JD Group Ltd.

3,215

17,168

JSE Ltd.

2,211

17,934

Kumba Iron Ore Ltd.

2,702

168,901

Lewis Group Ltd.

2,476

19,704

Liberty Holdings Ltd.

4,319

50,096

Life Healthcare Group Holdings Ltd.

28,913

109,341

Massmart Holdings Ltd.

2,928

58,893

Mediclinic International Ltd.

11,113

60,431

MMI Holdings Ltd.

32,901

79,571

Mondi Ltd.

3,406

36,846

Mr Price Group Ltd.

6,605

102,038

MTN Group Ltd.

52,551

947,544

Murray & Roberts Holdings Ltd. (a)

14,215

36,805

Nampak Ltd.

19,755

65,845

Naspers Ltd. Class N

11,453

743,544

Nedbank Group Ltd.

7,072

145,997

Netcare Ltd.

39,842

82,711

Northam Platinum Ltd.

7,182

27,003

Palabora Mining Co. Ltd.

376

3,666

Pick 'n Pay Stores Ltd.

5,782

28,281

Pick 'n Pay Holdings Ltd.

5,919

12,677

Pretoria Portland Cement Co. Ltd.

15,506

51,844

Remgro Ltd.

13,743

235,373

Reunert Ltd.

5,976

52,643

RMB Holdings Ltd.

30,479

133,718

Royal Bafokeng Holdings (Pty) Ltd. (a)

2,132

13,057

Sanlam Ltd.

58,984

263,469

Santam Ltd.

1,162

24,257

Sappi Ltd. (a)

15,655

44,289

Sasol Ltd.

17,937

764,118

Shoprite Holdings Ltd.

15,732

323,507

Spar Group Ltd.

4,816

67,624

Standard Bank Group Ltd.

44,275

546,937

Steinhoff International Holdings Ltd.

48,849

164,170

Sun International Ltd.

3,121

34,735

Common Stocks - continued

Shares

Value

South Africa - continued

Telkom SA Ltd. (a)

9,034

$ 19,015

Tiger Brands Ltd.

3,992

126,887

Tongaat Hulett Ltd.

3,049

47,824

Truworths International Ltd.

12,795

139,303

Vodacom Group Ltd.

12,312

155,202

Wilson Bayly Holmes-Ovcon Ltd.

1,294

21,207

Woolworths Holdings Ltd.

23,328

175,956

TOTAL SOUTH AFRICA

9,529,579

Taiwan - 11.8%

Acer, Inc. (a)

77,000

59,575

Advanced Semiconductor Engineering, Inc.

206,940

156,177

Advantech Co. Ltd.

12,000

41,493

Asia Cement Corp.

71,740

89,399

ASUSTeK Computer, Inc.

21,000

225,026

AU Optronics Corp. (a)

241,000

91,243

Capital Securities Corp.

77,195

25,688

Catcher Technology Co. Ltd.

20,000

86,957

Cathay Financial Holding Co. Ltd.

233,250

234,368

Cathay Real Estate Development Co. Ltd.

35,000

16,116

Chang Hwa Commercial Bank

109,440

55,263

Cheng Shin Rubber Industry Co. Ltd.

58,380

146,100

Cheng Uei Precision Industries Co. Ltd.

11,109

24,606

Chicony Electronics Co. Ltd.

16,910

37,108

Chimei Innolux Corp. (a)

195,698

73,027

China Airlines Ltd. (a)

60,043

23,433

China Development Finance Holding Corp.

385,800

86,247

China Motor Co. Ltd.

16,000

14,406

China Steel Corp.

315,895

271,447

Chinatrust Financial Holding Co. Ltd.

343,751

189,469

Chunghwa Telecom Co. Ltd.

107,000

334,820

Compal Communications, Inc. (a)

8,000

7,135

Compal Electronics, Inc.

124,000

78,110

Coretronic Corp.

19,000

13,757

Delta Electronics, Inc.

65,000

222,082

E Sun Financial Holdings Co. Ltd.

96,150

48,223

Epistar Corp.

21,000

33,430

Eternal Chemical Co. Ltd.

21,000

16,356

EVA Airways Corp.

42,900

24,894

Evergreen Marine Corp. (Taiwan) (a)

39,000

20,094

Far Eastern International Bank

54,776

20,159

Far Eastern Textile Ltd.

109,730

113,637

Common Stocks - continued

Shares

Value

Taiwan - continued

Far EasTone Telecommunications Co. Ltd.

44,000

$ 101,527

Feng Hsin Iron & Steel Co.

20,000

31,633

First Financial Holding Co. Ltd.

177,180

100,691

Formosa Chemicals & Fibre Corp.

121,000

286,655

Formosa Petrochemical Corp.

52,000

151,318

Formosa Plastics Corp.

171,000

465,991

Formosa Taffeta Co. Ltd.

41,000

36,143

Foxconn Technology Co. Ltd.

33,450

116,233

Fubon Financial Holding Co. Ltd.

195,334

200,617

Giant Manufacturing Co. Ltd.

7,000

36,186

Hon Hai Precision Industry Co. Ltd. (Foxconn)

329,300

999,963

Hotai Motor Co. Ltd.

11,000

78,329

HTC Corp.

24,000

173,365

Hua Nan Financial Holdings Co. Ltd.

189,205

99,428

Inotera Memories, Inc. (a)

67,000

9,106

Inventec Corp.

101,865

34,838

Largan Precision Co. Ltd.

3,000

63,882

LITE-ON IT Corp.

14,069

11,800

LITE-ON Technology Corp.

59,405

75,654

Macronix International Co. Ltd.

90,101

23,443

MediaTek, Inc.

37,000

411,041

Mega Financial Holding Co. Ltd.

246,575

179,381

Nan Ya Plastics Corp.

216,000

380,828

Nan Ya Printed Circuit Board Corp.

7,000

8,040

Novatek Microelectronics Corp.

13,000

48,956

Oriental Union Chemical Corp.

14,300

15,176

Pegatron Corp. (a)

44,000

55,584

Pou Chen Corp.

83,000

83,966

President Chain Store Corp.

22,000

108,833

President Securities Corp.

25,500

13,750

Quanta Computer, Inc.

82,000

187,525

Realtek Semiconductor Corp.

11,110

20,919

Shin Kong Financial Holding Co. Ltd. (a)

168,000

43,539

Siliconware Precision Industries Co. Ltd.

85,000

82,604

Sinopac Holdings Co.

199,089

77,018

Synnex Technology International Corp.

43,000

90,976

Taishin Financial Holdings Co. Ltd.

183,148

65,522

Taiwan Business Bank

99,200

27,610

Taiwan Cement Corp.

104,000

133,338

Taiwan Cooperative Financial Holding Co. Ltd.

172,078

89,544

Taiwan Fertilizer Co. Ltd.

22,000

52,420

Taiwan Glass Industry Corp.

50,475

48,298

Common Stocks - continued

Shares

Value

Taiwan - continued

Taiwan Mobile Co. Ltd.

46,900

$ 163,773

Taiwan Secom Co.

9,000

19,165

Taiwan Semiconductor Manufacturing Co. Ltd.

662,000

2,017,322

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

10,800

171,720

Tatung Co. Ltd. (a)

71,000

16,310

TECO Electric & Machinery Co. Ltd.

56,000

38,055

Ton Yi Industrial Corp.

27,000

15,205

Transcend Information, Inc.

6,000

15,098

U-Ming Marine Transport Corp.

9,000

13,649

Unified-President Enterprises Corp.

134,340

237,314

Unimicron Technology Corp.

43,000

44,016

United Microelectronics Corp.

350,000

129,789

Vanguard International Semiconductor Corp.

18,000

11,678

Walsin Lihwa Corp. (a)

94,000

25,745

Wan Hai Lines Ltd. (a)

29,000

14,197

Waterland Financial Holdings Co. Ltd.

53,189

16,097

Winbond Electronics Corp. (a)

81,000

10,926

Wistron Corp.

54,700

52,528

Yageo Corp.

65,000

18,826

Yang Ming Marine Transport Corp.

40,900

15,962

Yuanta Financial Holding Co. Ltd.

278,570

125,886

Yuen Foong Yu Paper Manufacturing Co.

35,000

14,259

Yulon Motor Co. Ltd.

33,000

57,730

TOTAL TAIWAN

11,446,765

Thailand - 2.5%

Advanced Info Service PCL

1,200

7,727

Advanced Info Service PCL (For. Reg.)

32,100

206,709

Airports of Thailand PCL (For. Reg.)

11,600

31,014

Bangkok Bank Public Co. Ltd. (For. Reg.)

13,200

77,900

Bangkok Dusit Medical Service PCL (For. Reg.)

7,500

26,043

Bank of Ayudhya PCL

7,200

6,984

Bank of Ayudhya PCL (For. Reg.)

70,300

68,191

Banpu PCL (For. Reg.)

2,600

33,231

BEC World PCL (For. Reg.)

27,100

52,132

Big C Supercenter PCL

2,000

12,227

Big C Supercenter PCL (For. Reg.)

7,000

42,794

C.P. ALL PCL (For. Reg.)

119,400

154,749

Central Pattana PCL

3,900

9,028

Central Pattana PCL (For. Reg.)

15,100

34,956

Charoen Pokphand Foods PCL (For. Reg.)

83,500

95,969

Delta Electronics PCL (For. Reg.)

46,000

43,870

Common Stocks - continued

Shares

Value

Thailand - continued

Electricity Generating PCL (For. Reg.)

6,400

$ 27,336

Glow Energy PCL

3,900

9,092

Glow Energy PCL (For. Reg.)

13,800

32,172

Indorama Ventures PCL (For. Reg.)

34,700

30,265

IRPC Public Co. Ltd. (For. Reg.)

283,300

39,719

Kasikornbank PCL (For. Reg.)

32,400

190,153

Krung Thai Bank PCL (For. Reg.)

123,770

73,043

Land & House PCL

29,900

8,384

Land & House PCL (For. Reg.)

37,600

10,543

PTT Exploration and Production PCL (For. Reg.)

35,900

194,307

PTT Global Chemical PCL (For. Reg.)

44,939

89,380

PTT PCL

1,000

10,368

PTT PCL (For. Reg.)

22,900

237,437

Ratchaburi Electric Generating Holding PCL

12,000

21,030

Siam Cement PCL (For. Reg.)

8,100

109,866

Siam City Cement PCL (For. Reg.)

1,600

22,224

Siam Commercial Bank PCL (For. Reg.)

42,200

221,526

Siam Makro PCL (For. Reg.)

2,500

37,496

Thai Airways International PCL (For. Reg.) (a)

19,000

14,310

Thai Oil PCL

4,100

8,923

Thai Oil PCL (For. Reg.)

19,800

43,093

Thai Union Frozen Products PCL (For. Reg.)

12,080

28,359

TMB PCL (For. Reg.)

627,000

37,616

Total Access Communication PCL

12,700

35,922

Total Access Communication PCL (For. Reg.)

7,000

19,799

TOTAL THAILAND

2,455,887

Turkey - 2.0%

Akbank T.A.S.

56,017

270,007

Anadolu Efes Biracilik Ve Malt Sanayii A/S

6,149

92,278

Arcelik A/S

4,815

31,831

Bim Birlesik Magazalar A/S JSC

2,006

93,166

Coca-Cola Icecek A/S

1,865

36,208

Dogan Sirketler Grubu Holding A/S (a)

32,412

14,104

Emlak Konut Gayrimenkul Yatirim Ortakligi A/S

17,534

26,118

Enka Insaat ve Sanayi A/S

13,882

36,864

Eregli Demir ve Celik Fabrikalari T.A.S.

44,957

53,422

Ford Otomotiv Sanayi A/S

2,128

21,844

Haci Omer Sabanci Holding A/S

21,635

114,180

Koc Holding A/S

20,901

98,179

Koza Altin Isletmeleri A/S

900

19,582

Tofas Turk Otomobil Fabrikasi A/S

5,006

27,927

Common Stocks - continued

Shares

Value

Turkey - continued

Turk Hava Yollari AO (a)

25,619

$ 59,313

Turk Sise ve Cam Fabrikalari A/S

12,767

18,661

Turk Telekomunikasyon A/S

15,364

59,999

Turkcell Iletisim Hizmet A/S (a)

24,353

148,786

Turkiye Garanti Bankasi A/S

57,121

272,779

Turkiye Halk Bankasi A/S

9,985

88,013

Turkiye Is Bankasi A/S Series C

37,923

129,055

Turkiye Petrol Rafinerile A/S

3,017

73,721

Turkiye Vakiflar Bankasi TAO

36,734

86,481

Yapi ve Kredi Bankasi A/S (a)

25,667

65,868

TOTAL TURKEY

1,938,386

United Arab Emirates - 0.3%

Abu Dhabi Commercial Bank PJSC (a)

37,104

33,235

Air Arabia PJSC (a)

72,187

13,423

Aldar Properties PJSC (a)

46,751

17,310

Arabtec Holding Co. (a)

25,469

17,890

Dana Gas PJSC (a)

110,562

12,342

DP World Ltd.

6,823

80,921

Dubai Financial Market PJSC (a)

58,021

15,955

Dubai Islamic Bank Pakistan Ltd. (a)

16,694

9,181

Emaar Properties (a)

76,225

74,918

First Gulf Bank PJSC

20,003

56,910

TOTAL UNITED ARAB EMIRATES

332,085

United States of America - 0.0%

LATAM Airlines Group SA sponsored ADR

189

4,685

TOTAL COMMON STOCKS

(Cost $80,688,681)


85,330,014

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Colombia - 0.1%

Grupo Aval Acciones Y Val SA

59,634

42,159

Grupo de Inversiones Suramerica

3,244

66,766

Inversiones Argos SA

4,226

47,064

TOTAL COLOMBIA

155,989

Russia - 0.1%

AK Transneft OAO (a)

41

81,973

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $197,421)


237,962

Government Obligations - 0.2%

 

Principal Amount

Value

United States of America - 0.2%

U.S. Treasury Bills, yield at date of purchase 0.15% 4/11/13 (c)
(Cost $199,868)

$ 200,000

$ 199,877

Money Market Funds - 10.6%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)
(Cost $10,265,298)

10,265,298


10,265,298

TOTAL INVESTMENT PORTFOLIO - 99.1%

(Cost $91,351,268)

96,033,151

NET OTHER ASSETS (LIABILITIES) - 0.9%

845,917

NET ASSETS - 100%

$ 96,879,068

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

69 NYSE E-mini MSCI Emerging Markets Index Contracts

Dec. 2012

$ 3,415,500

$ (6,004)

 

The face value of futures purchased as a percentage of net assets is 3.5%

Swap Agreements

 

Expiration Date

Notional Amount

Value

Equity Total Return Swaps

Receive monthly a return equal to FTSE All World Series India TR Index and pay monthly a floating rate based on 1-month LIBOR plus a specified spread with JPMorgan Chase, Inc.

Jan. 2013

$ 7,144,087

$ (156,980)

Receive monthly a return equal to FTSE All World Series India TR Index and pay monthly a floating rate based on 1-month LIBOR with JPMorgan Chase, Inc.

Jan. 2013

525,593

(11,575)

 

$ 7,669,680

$ (168,555)

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $149,907.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 10,894

Fidelity Securities Lending Cash Central Fund

116

Total

$ 11,010

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 5,155,568

$ 5,139,695

$ 15,873

$ -

Consumer Staples

8,164,872

8,164,872

-

-

Energy

12,906,864

9,830,407

3,076,457

-

Financials

23,848,115

23,153,845

694,270

-

Health Care

1,046,250

1,036,773

9,477

-

Industrials

5,126,954

5,106,806

20,148

-

Information Technology

6,887,908

4,300,814

2,587,094

-

Materials

10,745,128

9,975,283

769,845

-

Telecommunication Services

8,558,191

5,418,134

3,140,057

-

Utilities

3,128,126

3,053,027

75,099

-

Government Obligations

199,877

-

199,877

-

Money Market Funds

10,265,298

10,265,298

-

-

Total Investments in Securities:

$ 96,033,151

$ 85,444,954

$ 10,588,197

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (6,004)

$ (6,004)

$ -

$ -

Swap Agreements

(168,555)

-

(168,555)

-

Total Derivative Instruments:

$ (174,559)

$ (6,004)

$ (168,555)

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ -

Level 2 to Level 1

$ 10,160,432

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2012. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
 Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ -

$ (6,004)

Swap Agreements (b)

-

(168,555)

Total Value of Derivatives

$ -

$ (174,559)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

(b) Value is disclosed on the Statement of Assets and Liabilities in the Swap agreements, at value line-items.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Emerging Markets Index Fund

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $81,085,970)

$ 85,767,853

 

Fidelity Central Funds (cost $10,265,298)

10,265,298

 

Total Investments (cost $91,351,268)

 

$ 96,033,151

Cash

 

35,401

Foreign currency held at value (cost $616,343)

615,411

Receivable for fund shares sold

454,488

Dividends receivable

57,450

Distributions receivable from Fidelity Central Funds

1,618

Receivable from investment adviser for expense reductions

9,969

Other receivables

542

Total assets

97,208,030

 

 

 

Liabilities

Payable for investments purchased

$ 29,358

Payable for fund shares redeemed

81,290

Swap agreements, at value

168,555

Accrued management fee

19,627

Payable for daily variation margin on futures contracts

16,560

Other affiliated payables

11,788

Other payables and accrued expenses

1,784

Total liabilities

328,962

 

 

 

Net Assets

$ 96,879,068

Net Assets consist of:

 

Paid in capital

$ 94,431,582

Undistributed net investment income

1,596,445

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(3,654,171)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

4,505,212

Net Assets

$ 96,879,068

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Investor Class:
Net Asset Value, offering price and redemption price per share ($44,554,107 ÷ 4,564,341 shares)

$ 9.76

 

 

 

Fidelity Advantage Class:
Net Asset Value, offering price and redemption price per share ($51,727,848 ÷ 5,292,497 shares)

$ 9.77

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($517,472 ÷ 52,862 shares)

$ 9.79

 

 

 

Fidelity Advantage Institutional Class:
Net Asset Value, offering price and redemption price per share ($79,641 ÷ 8,135 shares)

$ 9.79

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Emerging Markets Index Fund
Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 2,653,567

Interest

 

690

Income from Fidelity Central Funds

 

11,010

Income before foreign taxes withheld

 

2,665,267

Less foreign taxes withheld

 

(311,119)

Total income

 

2,354,148

 

 

 

Expenses

Management fee

$ 186,853

Transfer agent fees

122,418

Independent trustees' compensation

252

Interest

1,144

Miscellaneous

126

Total expenses before reductions

310,793

Expense reductions

(96,636)

214,157

Net investment income (loss)

2,139,991

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $16,397)

(3,805,648)

Foreign currency transactions

(97,164)

Futures contracts

55,081

Swap agreements

143,286

 

Total net realized gain (loss)

 

(3,704,445)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $1,415)

4,330,989

Assets and liabilities in foreign currencies

(18,857)

Futures contracts

(43,928)

Swap agreements

(309,278)

Total change in net unrealized appreciation (depreciation)

 

3,958,926

Net gain (loss)

254,481

Net increase (decrease) in net assets resulting from operations

$ 2,394,472

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

For the period
September 8, 2011
(commencement of
operations) to
October 31, 2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 2,139,991

$ 68,400

Net realized gain (loss)

(3,704,445)

(146,087)

Change in net unrealized appreciation (depreciation)

3,958,926

546,286

Net increase (decrease) in net assets resulting
from operations

2,394,472

468,599

Distributions to shareholders from net realized gain

(144,849)

-

Share transactions - net increase (decrease)

60,092,122

33,777,627

Redemption fees

291,097

-

Total increase (decrease) in net assets

62,632,842

34,246,226

 

 

 

Net Assets

Beginning of period

34,246,226

-

End of period (including undistributed net investment income of $1,596,445 and accumulated net investment loss of $13,858, respectively)

$ 96,879,068

$ 34,246,226

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Investor Class

Years ended October 31,

2012

2011 J

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.54

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .27

  .02

Net realized and unrealized gain (loss)

  (.06) I

  (.48) I

Total from investment operations

  .21

  (.46)

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .04

  -

Net asset value, end of period

$ 9.76

$ 9.54

Total Return B,C

  2.68%

  (4.60)%

Ratios to Average Net Assets E,K

 

 

Expenses before reductions

  .46%

  .46% A

Expenses net of fee waivers, if any

  .33%

  .33% A

Expenses net of all reductions

  .33%

  .33% A

Net investment income (loss)

  2.80%

  1.76% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 44,554

$ 14,188

Portfolio turnover rate F

  62%

  -% G,H

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Amount not annualized.

H Amount represents less than 1%.

I The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

J For the period September 8, 2011 (commencement of operations) to October 31, 2011.

K Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Fidelity Advantage Class

Years ended October 31,

2012

2011 J

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.54

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .28

  .02

Net realized and unrealized gain (loss)

  (.06) I

  (.48) I

Total from investment operations

  .22

  (.46)

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capitalD

  .04

  -

Net asset value, end of period

$ 9.77

$ 9.54

Total Return B,C

  2.78%

  (4.60)%

Ratios to Average Net Assets E,K

 

 

Expenses before reductions

  .35%

  .35% A

Expenses net of fee waivers, if any

  .22%

  .22% A

Expenses net of all reductions

  .22%

  .22% A

Net investment income (loss)

  2.91%

  1.87% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 51,728

$ 10,517

Portfolio turnover rate F

  62%

  -% G,H

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Amount not annualized.

H Amount represents less than 1%.

I The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

J For the period September 8, 2011 (commencement of operations) to October 31, 2011.

K Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2012

2011 J

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.54

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .28

  .03

Net realized and unrealized gain (loss)

  (.04) I

  (.49) I

Total from investment operations

  .24

  (.46)

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .04

  -

Net asset value, end of period

$ 9.79

$ 9.54

Total Return B,C

  2.99%

  (4.60)%

Ratios to Average Net Assets E,K

 

 

Expenses before reductions

  .28%

  .28% A

Expenses net of fee waivers, if any

  .15%

  .15% A

Expenses net of all reductions

  .15%

  .15% A

Net investment income (loss)

  2.99%

  1.93% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 517

$ 4,771

Portfolio turnover rate F

  62%

  -% G,H

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Amount not annualized.

H Amount represents less than 1%.

I The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

J For the period September 8, 2011 (commencement of operations) to October 31, 2011.

K Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Fidelity Advantage Institutional Class

Years ended October 31,

2012

2011 J

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.54

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .28

  .03

Net realized and unrealized gain (loss)

  (.04) I

  (.49) I

Total from investment operations

  .24

  (.46)

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .04

  -

Net asset value, end of period

$ 9.79

$ 9.54

Total Return B,C

  2.99%

  (4.60)%

Ratios to Average Net Assets E,K

 

 

Expenses before reductions

  .25%

  .25% A

Expenses net of fee waivers, if any

  .12%

  .12% A

Expenses net of all reductions

  .12%

  .12% A

Net investment income (loss)

  3.02%

  1.96% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 80

$ 4,771

Portfolio turnover rate F

  62%

  -% G,H

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Amount not annualized.

H Amount represents less than 1%.

I The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

J For the period September 8, 2011 (commencement of operations) to October 31, 2011.

K Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Global ex U.S. Index Fund

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Life of
fund A

  Investor Class

4.81%

5.00%

  Fidelity Advantage Class

4.81%

5.00%

A From September 8, 2011.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Spartan Global ex U.S. Index Fund - Investor Class on September 8, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) ex USA Index performed over the same period.

abc1290101

Annual Report

Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from James Francis, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Spartan® Global ex U.S. Index Fund: For the 12 months ending October 31, 2012, both the fund's Investor Class and Fidelity Advantage Class shares gained 4.81%, outpacing the benchmark MSCI® ACWI® (All Country World Index) ex USA Index. (The fund's performance relative to the index can be affected by Fidelity's methodologies for valuing certain foreign stocks and for incorporating foreign exchange rates, which differ from those used by the index.) The leading individual contributor was South Korean electronics giant Samsung Electronics. Shares of U.K. bank HSBC Holding and Swiss food products giant Nestle added value, as did European pharmaceutical companies Roche Holding and Novo Nordisk, based in Switzerland and Denmark, respectively. Of final note, the fund was helped by its exposure to equity index futures, which we used to temporarily reinvest cash to gain additional exposure to the market. The biggest individual detractor was Telefonica, Spain's leading telecommunication services company. Several technology stocks hampered results, including Japanese electronics manufacturer Canon and two leading mobile phone manufacturers, Nokia and HTC, based in Finland and Taiwan, respectively. U.K.-based natural gas company BG Group also detracted.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Spartan Global ex U.S. Index Fund

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

1.3

1.3

HSBC Holdings PLC (United Kingdom) (United Kingdom, Commercial Banks)

1.1

1.0

Novartis AG (Switzerland, Pharmaceuticals)

0.9

0.8

BP PLC (United Kingdom, Oil, Gas & Consumable Fuels)

0.9

0.9

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

0.9

0.8

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

0.8

0.9

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

0.8

0.9

BHP Billiton Ltd. (Australia, Metals & Mining)

0.7

0.8

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

0.7

0.8

Total SA (France, Oil, Gas & Consumable Fuels)

0.7

0.7

 

8.8

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.2

22.8

Materials

10.5

11.4

Energy

10.3

11.2

Industrials

9.9

9.7

Consumer Staples

9.9

10.0

Consumer Discretionary

8.2

8.3

Health Care

6.9

6.1

Information Technology

5.8

6.0

Telecommunication Services

5.2

6.0

Utilities

3.3

3.3

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

abc1290019

United Kingdom 14.4%

 

abc1290021

Japan 12.7%

 

abc1290023

Canada 7.8%

 

abc1290025

Australia 5.9%

 

abc1290027

France 5.8%

 

abc1290029

Switzerland 5.7%

 

abc1290031

Germany 5.6%

 

abc1290035

Korea (South) 3.4%

 

abc1290111

Brazil 2.8%

 

abc1290037

Other 35.9%

 

abc1290114

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts and swaps, if applicable.

As of April 30, 2012

abc1290019

United Kingdom 14.5%

 

abc1290021

Japan 13.9%

 

abc1290023

Canada 8.0%

 

abc1290025

Australia 5.7%

 

abc1290027

France 5.5%

 

abc1290029

Switzerland 5.5%

 

abc1290031

Germany 5.5%

 

abc1290123

Korea (South) 3.5%

 

abc1290111

Brazil 3.2%

 

abc1290037

Other 34.7%

 

abc1290127

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts and swaps, if applicable.

Annual Report

Spartan Global ex U.S. Index Fund

Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 94.5%

Shares

Value

Australia - 5.9%

AGL Energy Ltd.

3,931

$ 59,332

ALS Ltd.

2,556

24,596

Alumina Ltd.

17,026

16,996

Amcor Ltd.

8,712

71,444

AMP Ltd.

20,550

97,914

APA Group unit

4,780

25,603

Asciano Ltd. unit

7,139

33,793

ASX Ltd.

1,237

38,137

Australia & New Zealand Banking Group Ltd.

19,222

507,814

Bendigo & Adelaide Bank Ltd.

3,038

25,481

BHP Billiton Ltd.

23,150

819,636

Boral Ltd.

5,800

21,614

Brambles Ltd.

11,058

83,336

Caltex Australia Ltd.

1,016

17,971

Centro Retail Australia unit

9,330

20,823

CFS Retail Property Trust unit

13,543

27,484

Coca-Cola Amatil Ltd.

4,004

55,903

Cochlear Ltd.

393

29,042

Commonwealth Bank of Australia

11,426

684,959

Computershare Ltd.

3,045

27,468

Crown Ltd.

2,808

28,332

CSL Ltd.

3,688

181,846

DEXUS Property Group unit

31,085

31,784

Echo Entertainment Group Ltd.

5,711

20,808

Fortescue Metals Group Ltd.

9,780

41,421

Goodman Group unit

10,784

49,591

Harvey Norman Holdings Ltd.

3,158

6,245

Iluka Resources Ltd.

2,966

30,542

Incitec Pivot Ltd.

11,323

37,142

Insurance Australia Group Ltd.

14,801

70,522

John Fairfax Holdings Ltd.

14,372

5,893

Leighton Holdings Ltd.

1,127

20,941

Lend Lease Group unit

3,993

35,937

Lynas Corp. Ltd. (a)(c)

13,617

10,319

Macquarie Group Ltd.

2,390

79,142

Metcash Ltd.

6,122

23,259

Mirvac Group unit

24,556

38,363

National Australia Bank Ltd.

16,098

430,965

Newcrest Mining Ltd.

5,526

151,609

Orica Ltd.

2,654

69,205

Origin Energy Ltd.

7,743

91,307

OZ Minerals Ltd.

2,295

19,511

Common Stocks - continued

Shares

Value

Australia - continued

Qantas Airways Ltd. (a)

8,800

$ 12,149

QBE Insurance Group Ltd.

8,372

114,542

QR National Ltd.

12,501

48,533

Ramsay Health Care Ltd.

994

24,516

Rio Tinto Ltd.

3,102

183,349

Santos Ltd.

6,807

81,330

Sims Metal Management Ltd.

1,255

12,263

Sonic Healthcare Ltd.

2,633

35,531

SP AusNet unit

12,060

13,270

Stockland Corp. Ltd. unit

16,356

58,745

Suncorp-Metway Ltd.

9,143

89,214

Sydney Airport unit

845

2,974

Tabcorp Holdings Ltd.

5,155

15,197

Tattersall's Ltd.

9,219

26,795

Telstra Corp. Ltd.

31,490

135,329

The GPT Group unit

10,288

38,019

Toll Holdings Ltd.

4,886

22,519

Transurban Group unit

9,283

58,588

Wesfarmers Ltd.

7,231

260,988

Westfield Group unit

15,689

173,608

Westfield Retail Trust unit

21,126

67,983

Westpac Banking Corp.

21,908

580,138

Whitehaven Coal Ltd.

2,893

9,159

Woodside Petroleum Ltd.

4,756

169,832

Woolworths Ltd.

8,835

269,724

WorleyParsons Ltd.

1,418

36,313

TOTAL AUSTRALIA

6,704,638

Austria - 0.2%

Andritz AG

527

31,742

Erste Bank AG (a)

1,547

38,850

IMMOFINANZ Immobilien Anlagen AG

6,800

26,265

OMV AG

1,080

39,476

Osterreichische Elektrizitatswirtschafts AG

432

10,054

Raiffeisen International Bank-Holding AG

300

11,996

Telekom Austria AG

2,188

13,783

Vienna Insurance Group AG Wien

241

10,349

Voestalpine AG

814

25,638

TOTAL AUSTRIA

208,153

Bailiwick of Guernsey - 0.0%

Resolution Ltd.

10,246

36,095

Common Stocks - continued

Shares

Value

Bailiwick of Jersey - 0.6%

Experian PLC

7,313

$ 126,274

Glencore International PLC (c)

27,500

152,239

Petrofac Ltd.

1,894

49,025

Randgold Resources Ltd.

620

74,113

Shire PLC

3,987

112,113

Wolseley PLC

2,025

88,526

WPP PLC

8,959

115,798

TOTAL BAILIWICK OF JERSEY

718,088

Belgium - 0.7%

Ageas

1,658

42,196

Anheuser-Busch InBev SA NV

5,744

480,377

Belgacom SA

1,085

31,713

Colruyt NV

550

25,122

Delhaize Group SA

734

28,103

Groupe Bruxelles Lambert SA

553

40,827

KBC Groupe SA

1,172

27,511

Mobistar SA

235

6,217

Solvay SA Class A

434

52,180

Telenet Group Holding NV

388

17,790

UCB SA

774

45,145

Umicore SA

788

40,441

TOTAL BELGIUM

837,622

Bermuda - 0.5%

Brilliance China Automotive Holdings Ltd. (a)

20,000

24,981

Cheung Kong Infrastructure Holdings Ltd.

3,000

17,574

China Gas Holdings Ltd.

20,000

10,890

China Resources Gas Group Ltd.

6,000

13,301

China Yurun Food Group Ltd. (a)

12,000

8,795

Cosco Pacific Ltd.

12,113

17,880

Credicorp Ltd. (NY Shares)

489

63,247

First Pacific Co. Ltd.

16,000

17,817

GOME Electrical Appliances Holdings Ltd.

86,000

8,988

Haier Electronics Group Co. Ltd. (a)

7,000

8,951

Huabao International Holdings Ltd.

14,000

6,991

Kerry Properties Ltd.

5,000

24,806

Kunlun Energy Co. Ltd.

22,000

40,877

Li & Fung Ltd.

42,000

70,451

Nine Dragons Paper (Holdings) Ltd.

14,000

9,863

Noble Group Ltd.

27,000

28,997

NWS Holdings Ltd.

10,310

15,565

Common Stocks - continued

Shares

Value

Bermuda - continued

Orient Overseas International Ltd.

1,500

$ 9,484

Seadrill Ltd.

2,570

104,039

Shangri-La Asia Ltd.

12,000

23,226

Sihuan Pharmaceutical Holdings Group Ltd.

8,000

3,138

Yue Yuen Industrial (Holdings) Ltd.

6,500

22,435

TOTAL BERMUDA

552,296

Brazil - 2.8%

AES Tiete SA (PN) (non-vtg.)

700

7,951

All America Latina Logistica SA

2,800

12,738

Amil Participacoes SA

800

12,033

Anhanguera Educacional Participacoes SA

900

15,775

Banco Bradesco SA (PN)

13,700

215,849

Banco do Brasil SA

4,100

43,744

Banco do Estado Rio Grande do Sul SA

1,500

11,853

Banco Santander SA (Brasil) unit

5,500

37,776

BM&F Bovespa SA

12,700

81,288

BR Malls Participacoes SA

2,900

38,123

BR Properties SA

1,300

17,026

Bradespar SA (PN)

1,700

25,110

Brasil Foods SA

4,700

85,505

Braskem SA (PN-A)

1,100

7,268

CCR SA

6,300

55,399

Centrais Eletricas Brasileiras SA (Electrobras)

2,000

10,980

Centrais Eletricas Brasileiras SA (Electrobras) (PN-B)

1,800

14,313

Cetip SA - Mercados Organizado

1,300

14,977

Cia.Hering SA

1,100

25,271

Cielo SA

2,160

53,440

Companhia Brasileira de Distribuicao Grupo Pao de Acucar (PN)

700

32,121

Companhia de Bebidas das Americas (AmBev) (PN)

5,400

220,674

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP)

800

33,866

Companhia de Saneamento de Minas Gerais

500

11,802

Companhia de Transmissao de Energia Eletrica Paulista (PN)

200

3,205

Companhia Energetica de Minas Gerais (CEMIG) (PN)

3,450

41,277

Companhia Energetica de Sao Paulo Series A

1,300

11,681

Companhia Paranaense de Energia-Copel (PN-B)

700

10,339

Companhia Siderurgica Nacional SA (CSN)

5,200

28,752

Cosan SA Industria e Comercio

800

15,342

CPFL Energia SA

1,900

22,077

Cyrela Brazil Realty SA

2,100

17,805

Diagnosticos da America SA

1,800

11,964

Common Stocks - continued

Shares

Value

Brazil - continued

Drogasil SA

1,300

$ 14,305

Duratex SA

1,600

11,131

Ecorodovias Infraestrutura e Logistica SA

1,200

10,481

Eletropaulo Metropolitana SA (PN-B)

500

3,971

Embraer SA

4,000

27,966

Energias do Brasil SA

1,600

10,005

Fibria Celulose SA (a)

1,900

16,128

Gerdau SA (PN)

6,200

54,184

HRT Participacoes em Petroleo SA GDR (a)

900

1,361

Hypermarcas SA (a)

2,500

19,879

Itau Unibanco Holdings SA

16,300

238,355

Itausa-Investimentos Itau SA (PN)

18,160

79,577

JBS SA (a)

2,400

7,763

Klabin SA (PN) (non-vtg.)

3,400

19,971

Light SA

500

5,379

Localiza Rent A Car SA

900

15,775

Lojas Americanas SA (PN)

2,878

24,089

Lojas Renner SA

900

33,323

Marcopolo SA (PN)

1,400

8,210

Metalurgica Gerdau SA (PN)

2,000

22,412

MMX Mineracao e Metalicos SA (a)

600

1,188

MPX Mineracao e Energia SA (a)

1,400

7,396

MRV Engenharia e Participacoes SA

2,100

10,650

Multiplan Empreendimentos Imobiliarios SA

500

14,648

Multiplus SA

400

9,294

Natura Cosmeticos SA

1,300

34,659

Obrascon Huarte Lain Brasil SA

800

7,523

Odontoprev SA

2,200

11,373

OGX Petroleo e Gas Participacoes SA (a)

9,600

22,262

Oi SA

1,933

9,137

Oi SA (PN)

5,748

23,037

PDG Realty SA Empreendimentos e Participacoes

7,300

12,292

Petroleo Brasileiro SA - Petrobras:

(ON)

21,300

225,474

(PN) (non-vtg.)

30,100

308,254

Porto Seguro SA

800

8,508

Souza Cruz SA

2,700

35,228

Sul America SA unit

705

5,554

Telefonica Brasil SA

2,100

46,528

TIM Participacoes SA

6,300

22,333

Totvs SA

800

16,267

Tractebel Energia SA

1,200

20,679

Common Stocks - continued

Shares

Value

Brazil - continued

Ultrapar Participacoes SA

2,300

$ 48,241

Usinas Siderurgicas de Minas Gerais SA - Usiminas (PN-A) (non-vtg.)

2,500

12,075

Vale SA

9,300

171,480

Vale SA (PN-A)

14,300

255,929

TOTAL BRAZIL

3,211,598

Canada - 7.8%

Agnico-Eagle Mines Ltd. (Canada)

1,225

69,164

Agrium, Inc.

1,128

118,792

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

893

43,865

ARC Resources Ltd.

2,073

50,333

Athabasca Oil Corp. (a)

2,303

27,878

Bank of Montreal

4,612

272,541

Bank of Nova Scotia

7,885

428,297

Barrick Gold Corp.

7,163

289,676

Baytex Energy Corp.

848

38,590

BCE, Inc.

1,824

79,736

Bell Aliant, Inc.

486

13,197

Bombardier, Inc. Class B (sub. vtg.)

10,295

39,170

Bonavista Energy Corp.

1,262

22,631

Brookfield Asset Management, Inc. Class A

4,018

138,312

Brookfield Properties Corp.

1,977

30,444

CAE, Inc.

2,024

22,272

Cameco Corp.

2,823

54,750

Canadian Imperial Bank of Commerce

2,902

228,266

Canadian National Railway Co.

3,143

271,392

Canadian Natural Resources Ltd.

7,871

237,214

Canadian Oil Sands Ltd.

3,454

73,316

Canadian Pacific

1,222

112,418

Canadian Tire Ltd. Class A (non-vtg.)

550

39,352

Canadian Utilities Ltd. Class A (non-vtg.)

403

27,035

Catamaran Corp. (a)

1,380

64,803

Cenovus Energy, Inc.

5,400

190,480

Centerra Gold, Inc.

1,162

13,182

CGI Group, Inc. Class A (sub. vtg.) (a)

1,607

42,043

CI Financial Corp.

1,163

27,178

Crescent Point Energy Corp.

2,267

94,198

Eldorado Gold Corp.

4,843

71,572

Empire Co. Ltd. Class A (non-vtg.)

212

12,352

Enbridge, Inc.

5,336

212,318

Encana Corp.

5,267

118,656

Common Stocks - continued

Shares

Value

Canada - continued

Enerplus Corp.

1,291

$ 20,746

Fairfax Financial Holdings Ltd. (sub. vtg.)

142

52,678

Finning International, Inc.

1,287

30,218

First Quantum Minerals Ltd.

3,408

76,605

Fortis, Inc.

1,332

45,038

Franco-Nevada Corp.

1,030

59,309

George Weston Ltd.

377

24,475

Gildan Activewear, Inc.

815

27,753

Goldcorp, Inc.

5,800

262,198

Great-West Lifeco, Inc.

2,042

47,025

H&R REIT/H&R Finance Trust

600

14,496

Husky Energy, Inc.

2,429

65,787

IAMGOLD Corp.

2,682

41,623

IGM Financial, Inc.

743

29,482

Imperial Oil Ltd.

2,122

93,889

Industrial Alliance Insurance and Financial Services, Inc.

703

19,251

Inmet Mining Corp.

394

20,316

Intact Financial Corp.

925

56,727

Kinross Gold Corp.

8,144

80,890

Loblaw Companies Ltd.

799

27,696

Magna International, Inc. Class A (sub. vtg.)

1,584

70,418

Manulife Financial Corp.

12,931

159,768

MEG Energy Corp. (a)

900

32,873

Metro, Inc. Class A (sub. vtg.)

699

41,237

National Bank of Canada

1,158

89,486

New Gold, Inc. (a)

3,301

38,637

Nexen, Inc.

3,787

90,433

Onex Corp. (sub. vtg.)

654

26,324

Open Text Corp. (a)

429

23,058

Osisko Mining Corp. (a)

2,771

27,218

Pacific Rubiales Energy Corp.

2,104

49,485

Pan American Silver Corp.

1,090

23,912

Pembina Pipeline Corp.

2,042

57,104

Pengrowth Energy Corp.

3,791

22,737

Penn West Petroleum Ltd.

3,378

43,867

Potash Corp. of Saskatchewan, Inc.

6,148

247,151

Power Corp. of Canada (sub. vtg.)

2,502

60,699

Power Financial Corp.

1,779

45,920

Precision Drilling Corp. (a)

1,542

11,039

Progress Energy Resources Corp.

1,340

26,995

Research In Motion Ltd. (a)

3,497

27,731

RioCan (REIT)

1,013

27,629

Common Stocks - continued

Shares

Value

Canada - continued

Ritchie Brothers Auctioneers, Inc.

596

$ 13,218

Rogers Communications, Inc. Class B (non-vtg.)

2,799

122,862

Royal Bank of Canada

10,314

588,014

Saputo, Inc.

910

39,935

Shaw Communications, Inc. Class B

2,713

59,109

Shoppers Drug Mart Corp.

1,492

62,190

Silver Wheaton Corp.

2,528

101,879

SNC-Lavalin Group, Inc.

1,082

43,583

Sun Life Financial, Inc.

4,229

104,883

Suncor Energy, Inc.

11,166

374,753

Talisman Energy, Inc.

7,378

83,624

Teck Resources Ltd. Class B (sub. vtg.)

4,127

130,990

TELUS Corp. (non-vtg.)

1,069

68,748

The Toronto-Dominion Bank

6,524

530,608

Thomson Reuters Corp.

2,688

75,681

Tim Hortons, Inc.

371

18,431

Tim Hortons, Inc. (Canada)

746

37,033

Tourmaline Oil Corp. (a)

913

30,167

TransAlta Corp.

1,763

28,102

TransCanada Corp.

5,040

226,932

Turquoise Hill Resources Ltd. (a)

2,983

23,326

Valeant Pharmaceuticals International, Inc. (Canada) (a)

2,081

116,265

Vermilion Energy, Inc.

665

31,793

Viterra, Inc.

2,240

35,302

Yamana Gold, Inc.

5,371

108,469

TOTAL CANADA

8,971,243

Cayman Islands - 0.9%

Agile Property Holdings Ltd.

12,000

13,641

Airtac International Group

1,000

4,690

Anta Sports Products Ltd.

6,000

5,110

ASM Pacific Technology Ltd.

1,400

15,608

Belle International Holdings Ltd.

33,000

61,486

Bosideng International Holdings Ltd.

26,000

8,253

China Mengniu Dairy Co. Ltd.

9,000

27,290

China Resources Cement Holdings Ltd.

16,000

10,880

China Resources Land Ltd.

14,000

31,974

China Rongsheng Heavy Industry Group Co. Ltd.

16,500

3,555

China Shanshui Cement Group Ltd.

16,000

11,912

China State Construction International Holdings Ltd.

12,000

14,292

China ZhengTong Auto Services Holdings Ltd. (a)

7,000

4,742

China Zhongwang Holdings Ltd. (a)

16,400

6,560

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Country Garden Holdings Co. Ltd.

32,638

$ 13,097

Daphne International Holdings Ltd.

8,000

9,652

ENN Energy Holdings Ltd.

6,000

24,968

Evergrande Real Estate Group Ltd.

35,000

15,310

Foxconn International Holdings Ltd. (a)

15,000

5,226

GCL-Poly Energy Holdings Ltd.

53,000

9,437

Geely Automobile Holdings Ltd.

30,000

12,890

Golden Eagle Retail Group Ltd. (H Shares)

5,000

10,968

Hengan International Group Co. Ltd.

5,500

50,103

Hengdeli Holdings Ltd.

12,000

3,778

Intime Department Store Group Co. Ltd.

8,500

10,068

Kingboard Chemical Holdings Ltd.

5,000

14,871

Lee & Man Paper Manufacturing Ltd.

14,000

7,352

Lifestyle International Holdings Ltd.

4,000

8,547

Longfor Properties Co. Ltd.

10,500

18,534

MGM China Holdings Ltd.

6,400

11,561

MStar Semiconductor, Inc.

2,000

16,946

Parkson Retail Group Ltd.

12,000

10,157

Sands China Ltd.

16,800

63,189

Sany Heavy Equipment International Holdings Co. Ltd.

3,000

1,575

Shimao Property Holdings Ltd.

10,000

19,097

Shui On Land Ltd.

16,503

6,984

SOHO China Ltd.

17,500

11,900

Tencent Holdings Ltd.

7,300

258,089

Tingyi (Cayman Islands) Holding Corp.

14,000

41,638

TPK Holding Co. Ltd.

1,295

16,271

Uni-President China Holdings Ltd.

8,000

10,064

Veripos (a)

128

370

Want Want China Holdings Ltd.

42,000

57,445

Wynn Macau Ltd.

11,200

31,721

Yingde Gases Group Co. Ltd.

6,500

6,164

Zhen Ding Technology Holding Ltd.

1,050

2,775

Zhongsheng Group Holdings Ltd. Class H

3,500

4,525

TOTAL CAYMAN ISLANDS

1,005,265

Chile - 0.4%

AES Gener SA

15,011

8,923

Aguas Andinas SA

18,563

12,458

Banco de Chile

126,256

18,838

Banco de Credito e Inversiones

235

15,141

Banco Santander Chile

473,310

32,708

CAP SA

534

18,409

Common Stocks - continued

Shares

Value

Chile - continued

Cencosud SA

7,124

$ 38,881

Colbun SA (a)

50,486

14,086

Compania Cervecerias Unidas SA

739

10,751

Compania de Petroleos de Chile SA (COPEC)

3,263

46,807

CorpBanca SA

776,453

10,159

E-CL SA

3,997

9,769

Empresa Nacional de Electricidad SA

23,320

37,538

Empresa Nacional de Telecomunicaciones SA (ENTEL)

912

18,575

Empresas CMPC SA

8,019

30,749

Enersis SA

93,082

31,862

Lan Airlines SA

1,912

46,911

SACI Falabella

3,421

35,088

Sociedad Quimica y Minera de Chile SA (PN-B)

647

37,490

Vina Concha y Toro SA

3,049

6,166

TOTAL CHILE

481,309

China - 2.3%

Agricultural Bank China Ltd. (H Shares)

153,000

66,332

Air China Ltd. (H Shares)

12,000

8,516

Aluminum Corp. of China Ltd. (H Shares) (a)

26,000

11,263

Angang Steel Co. Ltd. (H Shares) (a)

6,000

3,600

Anhui Conch Cement Co. Ltd. (H Shares)

8,500

29,393

AviChina Industry & Technology Co. Ltd.

12,000

4,924

Bank Communications Co. Ltd. (H Shares)

50,000

35,742

Bank of China Ltd. (H Shares)

537,000

221,035

BBMG Corp. (H Shares)

6,500

5,586

Beijing Capital International Airport Co. Ltd. (H Shares)

12,000

7,726

BYD Co. Ltd. (H Shares) (a)

3,000

5,923

Changsha Zoomlion Heavy Industry Science & Technology Development Co. Ltd. (H Shares)

9,000

12,124

China BlueChemical Ltd. (H Shares)

12,000

7,603

China CITIC Bank Corp. Ltd. (H Shares)

52,000

26,570

China Coal Energy Co. Ltd. (H Shares)

30,000

29,806

China Communications Construction Co. Ltd. (H Shares)

32,000

30,018

China Communications Services Corp. Ltd. (H Shares)

20,000

11,277

China Construction Bank Corp. (H Shares)

516,000

388,828

China Cosco Holdings Co. Ltd. (H Shares) (a)

15,500

7,700

China International Marine Containers (Group) Ltd. (B Shares)

4,500

5,539

China Life Insurance Co. Ltd. (H Shares)

53,000

155,847

China Longyuan Power Grid Corp. Ltd. (H Shares)

14,000

9,123

China Merchants Bank Co. Ltd. (H Shares)

28,000

52,315

China Minsheng Banking Corp. Ltd. (H Shares)

37,000

33,658

Common Stocks - continued

Shares

Value

China - continued

China National Building Materials Co. Ltd. (H Shares)

22,000

$ 28,046

China Oilfield Services Ltd. (H Shares)

10,000

18,968

China Pacific Insurance Group Co. Ltd. (H Shares)

14,000

43,896

China Petroleum & Chemical Corp. (H Shares)

120,000

126,465

China Railway Construction Corp. Ltd. (H Shares)

13,000

12,916

China Railway Group Ltd. (H Shares)

27,000

13,761

China Shenhua Energy Co. Ltd. (H Shares)

24,000

102,193

China Ship Container Lines Co. Ltd. (H Shares) (a)

25,000

6,677

China Shipping Development Co. Ltd. (H Shares)

12,000

6,302

China Southern Airlines Ltd. (H Shares)

12,000

5,683

China Telecom Corp. Ltd. (H Shares)

98,000

57,982

China Vanke Co. Ltd. (B Shares)

10,000

13,045

Chongqing Rural Commercial Bank Co. Ltd. (H Shares)

19,000

8,924

CITIC Securities Co. Ltd. (H Shares)

4,000

7,504

CSG Holding Co. Ltd. (B Shares)

4,100

2,587

CSR Corp. Ltd. (H Shares)

12,000

9,321

Datang International Power Generation Co. Ltd. (H Shares)

26,000

9,259

Dongfang Electric Corp. Ltd. (H Shares)

2,200

3,685

Dongfeng Motor Group Co. Ltd. (H Shares)

20,000

24,774

Great Wall Motor Co. Ltd. (H Shares)

7,500

20,613

Guangzhou Automobile Group Co. Ltd. (H Shares)

14,000

9,592

Guangzhou R&F Properties Co. Ltd. (H Shares)

7,600

9,345

Huaneng Power International, Inc. (H Shares)

24,000

19,174

Industrial & Commercial Bank of China Ltd. (H Shares)

465,000

307,798

Inner Mongolia Yitai Coal Co. Ltd. (B Shares)

4,500

24,453

Jiangsu Expressway Co. Ltd. (H Shares)

8,000

6,895

Jiangxi Copper Co. Ltd. (H Shares)

11,000

28,458

Metallurgical Corp. China Ltd. (H Shares) (a)

31,000

5,760

PetroChina Co. Ltd. (H Shares)

150,000

203,538

PICC Property & Casualty Co. Ltd. (H Shares)

20,601

27,432

Ping An Insurance Group Co. China Ltd. (H Shares)

13,500

106,954

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

12,000

16,227

Shanghai Electric Group Co. Ltd. (H Shares)

20,000

8,129

Shanghai Pharma Holding Co. Ltd. (H Shares)

3,400

6,300

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

10,000

2,865

Sinopharm Group Co. Ltd. (H Shares)

6,000

20,168

Tsingtao Brewery Co. Ltd. (H Shares)

2,000

10,813

Weichai Power Co. Ltd. (H Shares)

3,400

12,043

Wumart Stores, Inc. (H Shares)

4,000

7,102

Yanzhou Coal Mining Co. Ltd. (H Shares)

14,000

20,869

Zhaojin Mining Industry Co. Ltd. (H Shares)

7,500

12,581

Zhejiang Expressway Co. Ltd. (H Shares)

8,000

5,832

Common Stocks - continued

Shares

Value

China - continued

Zhuzhou CSR Times Electric Co. Ltd. (H Shares)

3,000

$ 8,826

Zijin Mining Group Co. Ltd. (H Shares)

44,000

17,713

ZTE Corp. (H Shares)

3,400

4,791

TOTAL CHINA

2,596,707

Colombia - 0.3%

Almacenes Exito SA

1,517

28,919

BanColombia SA

1,596

24,971

BanColombia SA (PN)

2,329

37,152

Cementos Argos SA

3,232

15,456

Corp. Financiera Colombiana SA

570

10,829

Ecopetrol SA

35,112

104,468

Grupo de Inversiones Suramerica

1,493

29,147

Interconexion Electrica SA ESP

3,019

16,350

Inversiones Argos SA

2,189

25,024

Isagen SA

4,862

6,821

TOTAL COLOMBIA

299,137

Czech Republic - 0.1%

Ceske Energeticke Zavody A/S

1,166

42,989

Komercni Banka A/S

110

22,449

Telefonica Czech Rep A/S

702

13,982

TOTAL CZECH REPUBLIC

79,420

Denmark - 0.8%

A.P. Moller - Maersk A/S:

Series A

5

33,117

Series B

9

62,801

Carlsberg A/S Series B

781

67,375

Coloplast A/S Series B

162

35,522

Danske Bank A/S (a)

4,660

72,871

DSV de Sammensluttede Vognmaend A/S

1,408

31,657

Novo Nordisk A/S Series B

2,913

466,999

Novozymes A/S Series B

1,779

49,147

TDC A/S

3,544

24,415

Tryg A/S

152

9,930

William Demant Holding A/S (a)

182

15,653

TOTAL DENMARK

869,487

Egypt - 0.1%

Commercial International Bank Ltd.

4,242

26,372

EFG-Hermes Holding SAE

3,341

6,411

Egyptian Kuwaiti Holding

5,229

6,589

Common Stocks - continued

Shares

Value

Egypt - continued

National Societe Generale Bank

849

$ 6,320

Orascom Construction Industries SAE

632

26,572

Orascom Telecom Holding SAE (a)

21,113

12,435

Talaat Moustafa Group Holding (a)

7,067

5,538

Telecom Egypt SAE

2,364

5,337

TOTAL EGYPT

95,574

Finland - 0.5%

Elisa Corp. (A Shares)

1,047

22,446

Fortum Corp.

3,243

59,983

Kesko Oyj

492

15,401

Kone Oyj (B Shares)

1,103

78,988

Metso Corp.

914

32,069

Neste Oil Oyj

881

11,014

Nokia Corp. (c)

27,330

73,476

Nokian Tyres PLC

798

33,098

Orion Oyj (B Shares)

732

18,103

Pohjola Bank PLC (A Shares)

913

12,426

Sampo OYJ (A Shares)

2,995

93,866

Stora Enso Oyj (R Shares)

4,113

25,952

UPM-Kymmene Corp.

3,706

39,677

Wartsila Corp.

1,168

47,249

TOTAL FINLAND

563,748

France - 5.8%

Accor SA

1,066

33,257

Aeroports de Paris

223

17,241

Air Liquide SA

1,495

176,335

Air Liquide SA

745

87,873

Alcatel-Lucent SA (a)

16,861

17,240

Alstom SA

1,510

51,572

Arkema SA

437

39,842

Atos Origin SA

387

25,988

AXA SA

12,711

202,070

BIC SA

190

23,169

BNP Paribas SA

6,974

350,817

Bouygues SA

1,362

32,756

Bureau Veritas SA

390

41,415

Cap Gemini SA

1,052

44,220

Carrefour SA

4,147

100,192

Casino Guichard Perrachon SA

389

33,973

Christian Dior SA

381

54,692

Common Stocks - continued

Shares

Value

France - continued

CNP Assurances

974

$ 13,761

Compagnie de St. Gobain

2,794

98,467

Compagnie Generale de Geophysique SA (a)

1,112

36,201

Credit Agricole SA (a)

7,045

53,035

Danone SA

4,149

255,039

Dassault Systemes SA

429

45,201

Edenred SA

1,199

34,695

EDF SA

1,075

22,747

EDF SA

648

13,711

Essilor International SA

1,450

130,713

Eurazeo SA

238

10,894

Eutelsat Communications

955

30,574

Fonciere Des Regions

182

14,630

France Telecom SA

13,155

147,040

GDF Suez

9,525

218,583

Gecina SA

160

17,719

Groupe Eurotunnel SA

4,025

30,603

ICADE

175

15,749

Iliad SA

166

25,572

Imerys

257

14,439

JCDecaux SA

535

11,324

Klepierre SA

743

27,548

L'Oreal SA

1,129

143,804

L'Oreal SA

597

76,041

Lafarge SA

449

26,293

Lafarge SA (Bearer)

896

52,470

Lagardere S.C.A. (Reg.)

855

23,367

Legrand SA

1,708

65,795

LVMH Moet Hennessy - Louis Vuitton SA

1,830

297,443

Michelin CGDE Series B

1,287

110,531

Natixis SA

6,361

20,843

Pernod Ricard SA

1,515

163,043

Peugeot Citroen SA (a)

1,753

11,215

PPR SA

539

94,768

Publicis Groupe SA

1,247

67,181

Remy Cointreau SA

152

15,765

Renault SA

1,383

61,862

Rexel SA

708

12,815

Safran SA

1,636

65,089

Sanofi SA

8,535

749,607

Schneider Electric SA

3,750

234,449

SCOR SE

1,181

31,518

Common Stocks - continued

Shares

Value

France - continued

Societe Generale Series A (a)

5,042

$ 160,275

Sodexo SA

163

12,543

Sodexo SA

512

39,400

Suez Environnement SA

2,006

21,302

Technip SA

713

80,309

Thales SA

618

21,736

Total SA

15,257

768,499

Unibail-Rodamco

647

145,792

Vallourec SA

735

30,233

Veolia Environnement SA

2,479

24,537

VINCI SA

3,322

147,022

Vivendi SA

9,255

189,355

Wendel SA

250

22,031

Zodiac Aerospace

246

25,183

TOTAL FRANCE

6,613,013

Germany - 5.2%

adidas AG

1,487

126,686

Allianz AG

3,264

404,702

Axel Springer Verlag

308

13,210

BASF AG

6,580

545,238

Bayer AG

5,922

515,737

Bayerische Motoren Werke AG (BMW)

2,380

189,563

Beiersdorf AG

722

52,509

Brenntag AG

378

47,642

Celesio AG

572

11,073

Commerzbank AG (a)

25,566

48,977

Continental AG

576

57,733

Daimler AG (Germany)

6,528

304,817

Deutsche Bank AG

6,670

303,826

Deutsche Boerse AG

1,371

74,208

Deutsche Lufthansa AG

1,516

23,167

Deutsche Post AG

6,139

121,703

Deutsche Telekom AG

20,071

229,166

E.ON AG

12,886

292,789

Fraport AG Frankfurt Airport Services Worldwide

274

16,067

Fresenius Medical Care AG & Co. KGaA

1,527

107,294

Fresenius SE & Co. KGaA

878

100,146

GEA Group AG

1,273

39,748

Hannover Rueckversicherungs AG

430

30,247

HeidelbergCement Finance AG

1,025

54,325

Henkel AG & Co. KGaA

940

60,822

Common Stocks - continued

Shares

Value

Germany - continued

Hochtief AG (a)

211

$ 10,464

Hugo Boss AG

162

16,216

Infineon Technologies AG

7,841

53,356

K&S AG

1,240

58,664

Kabel Deutschland Holding AG

624

44,961

Lanxess AG

604

49,893

Linde AG

1,328

223,337

MAN SE

305

30,760

Merck KGaA

466

59,555

Metro AG

949

27,338

Muenchener Rueckversicherungs AG

1,283

206,207

RWE AG

3,464

158,290

Salzgitter AG

304

13,155

SAP AG

6,591

480,636

Siemens AG

5,897

594,176

Suedzucker AG (Bearer)

453

17,553

Thyssenkrupp AG

2,788

63,438

United Internet AG

749

14,985

Volkswagen AG

221

43,082

Wacker Chemie AG

120

6,778

TOTAL GERMANY

5,944,239

Greece - 0.0%

Coca-Cola Hellenic Bottling Co. SA

1,451

31,032

Greek Organization of Football Prognostics SA

1,455

9,297

TOTAL GREECE

40,329

Hong Kong - 2.8%

AIA Group Ltd.

73,600

291,549

Bank of East Asia Ltd.

10,087

37,419

Beijing Enterprises Holdings Ltd.

3,500

22,603

BOC Hong Kong (Holdings) Ltd.

26,500

81,551

Cathay Pacific Airways Ltd.

9,000

16,304

Cheung Kong Holdings Ltd.

9,000

132,967

China Agri-Industries Holdings Ltd.

12,000

7,510

China Everbright Ltd.

6,000

8,733

China Insurance International Holdings Co. Ltd. (a)

7,000

11,995

China Merchant Holdings International Co. Ltd.

8,121

26,930

China Mobile Ltd.

43,000

476,945

China Overseas Land & Investment Ltd.

30,000

78,580

China Resources Enterprise Ltd.

8,000

26,013

China Resources Power Holdings Co. Ltd.

14,000

29,987

Common Stocks - continued

Shares

Value

Hong Kong - continued

China Unicom Ltd.

34,000

$ 54,812

CITIC Pacific Ltd.

9,000

11,473

CLP Holdings Ltd.

13,000

110,877

CNOOC Ltd.

128,000

263,421

Dah Chong Hong Holdings Ltd.

6,000

5,659

Far East Horizon Ltd.

8,000

5,657

Fosun International Ltd.

10,000

4,916

Franshion Properties China Ltd.

24,000

7,339

Fushan International Energy Group Ltd.

22,000

7,693

Galaxy Entertainment Group Ltd. (a)

10,000

34,387

Guangdong Investment Ltd.

20,000

16,361

Hang Lung Group Ltd.

7,000

41,458

Hang Lung Properties Ltd.

16,000

55,638

Hang Seng Bank Ltd.

5,500

84,451

Henderson Land Development Co. Ltd.

7,124

49,362

Hong Kong & China Gas Co. Ltd.

37,200

98,879

Hong Kong Exchanges and Clearing Ltd.

7,296

120,407

Hopewell Holdings Ltd.

3,500

12,623

Hutchison Whampoa Ltd.

15,000

147,580

Hysan Development Co. Ltd.

5,020

22,185

Lenovo Group Ltd.

44,000

35,370

Link (REIT)

16,328

81,218

Mmg Ltd. (a)

12,000

4,769

MTR Corp. Ltd.

10,000

39,097

New World Development Co. Ltd.

26,516

40,988

PCCW Ltd.

29,000

11,712

Poly (Hong Kong) Investments Ltd. (a)

12,000

7,293

Power Assets Holdings Ltd.

10,000

85,032

Shanghai Industrial Holdings Ltd.

4,000

12,852

Sino Land Ltd.

22,600

40,476

Sino-Ocean Land Holdings Ltd.

21,689

13,601

SJM Holdings Ltd.

15,000

32,671

Sun Art Retail Group Ltd.

14,000

19,040

Sun Hung Kai Properties Ltd.

12,075

168,114

Swire Pacific Ltd. (A Shares)

4,500

53,390

Wharf Holdings Ltd.

11,000

75,296

Wheelock and Co. Ltd.

7,000

30,619

Wing Hang Bank Ltd.

1,006

10,670

Yuexiu Property Co. Ltd.

30,000

8,245

TOTAL HONG KONG

3,174,717

Common Stocks - continued

Shares

Value

Hungary - 0.1%

Magyar Telekom PLC

2,264

$ 4,194

MOL Hungarian Oil and Gas PLC Series A (For. Reg.)

301

26,143

OTP Bank PLC

1,607

30,502

Richter Gedeon PLC

109

20,330

TOTAL HUNGARY

81,169

India - 1.5%

ACC Ltd.

407

10,432

Adani Enterprises Ltd. (a)

2,110

8,445

Aditya Birla Nuvo Ltd.

252

4,257

Ambuja Cements Ltd.

4,023

15,156

Asian Paints India Ltd.

207

14,893

Axis Bank Ltd.

1,617

35,541

Bajaj Auto Ltd.

656

22,146

Bank of Baroda

416

5,610

Bank of India

579

2,975

Bharat Heavy Electricals Ltd.

3,809

15,914

Bharat Petroleum Corp. Ltd.

1,513

9,492

Bharti Airtel Ltd.

3,667

18,378

Cairn India Ltd.

1,647

10,300

Canara Bank (a)

479

3,569

Cipla Ltd.

2,203

14,875

Coal India Ltd.

3,754

24,162

Dabur India Ltd.

2,124

4,909

DLF Ltd.

3,082

11,617

Dr. Reddy's Laboratories Ltd.

747

24,329

GAIL India Ltd.

2,527

16,386

GMR Infrastructure Ltd. (a)

7,752

2,889

Godrej Consumer Products Ltd.

921

12,348

HCL Technologies Ltd.

416

4,701

HDFC Bank Ltd.

10,931

128,352

Hero Motocorp Ltd.

324

11,321

Hindalco Industries Ltd.

6,913

14,975

Hindustan Unilever Ltd.

6,181

62,792

Housing Development Finance Corp. Ltd.

9,483

134,362

ICICI Bank Ltd.

3,051

59,365

Idea Cellular Ltd. (a)

5,842

9,294

Infosys Ltd.

3,083

134,948

Infrastructure Development Finance Co. Ltd.

7,236

21,820

ITC Ltd.

15,644

82,152

Jaiprakash Associates Ltd.

7,182

11,660

Jindal Steel & Power Ltd.

2,406

17,366

Common Stocks - continued

Shares

Value

India - continued

JSW Steel Ltd. (a)

673

$ 9,237

Kotak Mahindra Bank Ltd. (a)

2,052

23,026

Larsen & Toubro Ltd.

1,491

45,082

LIC Housing Finance Ltd. (a)

2,369

10,701

Lupin Ltd. (a)

1,134

11,939

Mahindra & Mahindra Ltd.

2,190

35,999

Maruti Suzuki India Ltd.

170

4,543

Mundra Port and SEZ Ltd.

3,684

8,713

NTPC Ltd.

3,879

11,921

Oil & Natural Gas Corp. Ltd.

5,851

29,198

Piramal Enterprises Ltd.

392

3,618

Power Finance Corp. Ltd.

1,354

4,664

Power Grid Corp. of India Ltd.

7,067

14,973

Ranbaxy Laboratories Ltd. (a)

1,021

9,983

Reliance Capital Ltd.

544

3,862

Reliance Communication Ltd.

2,970

2,981

Reliance Industries Ltd.

9,375

140,351

Reliance Infrastructure Ltd.

924

8,063

Reliance Power Ltd. (a)

4,725

8,119

Rural Electrification Corp. Ltd.

2,497

9,994

Satyam Computer Services Ltd. (a)

4,607

9,350

Sesa Goa Ltd.

3,037

9,660

Shriram Transport Finance Co. Ltd.

954

11,084

Siemens India Ltd.

340

4,342

State Bank of India

958

37,573

Sterlite Industries (India) Ltd.

8,621

15,879

Sun Pharmaceutical Industries Ltd.

2,098

27,067

Tata Consultancy Services Ltd.

3,365

82,272

Tata Motors Ltd.

10,598

50,397

Tata Power Co. Ltd.

6,943

13,685

Tata Steel Ltd.

2,634

19,200

Titan Industries Ltd.

1,836

8,848

Ultratech Cemco Ltd.

510

18,921

Unitech Ltd. (a)

8,530

3,662

United Phosphorous Ltd. (a)

1,625

3,446

United Spirits Ltd.

599

13,089

Wipro Ltd.

3,744

24,195

Zee Entertainment Enterprises Ltd. (a)

3,576

12,581

TOTAL INDIA

1,743,949

Indonesia - 0.6%

PT Adaro Energy Tbk

109,000

15,547

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Astra Agro Lestari Tbk

2,500

$ 5,453

PT Astra International Tbk

145,000

121,525

PT Bank Central Asia Tbk

87,500

74,700

PT Bank Danamon Indonesia Tbk Series A

21,000

13,337

PT Bank Mandiri (Persero) Tbk

66,000

56,689

PT Bank Negara Indonesia (Persero) Tbk

55,500

22,246

PT Bank Rakyat Indonesia Tbk

78,500

60,479

PT Bumi Resources Tbk

108,500

7,455

PT Charoen Pokphand Indonesia Tbk

55,000

17,894

PT Gudang Garam Tbk

3,500

17,910

PT Indo Tambangraya Megah Tbk

2,500

10,580

PT Indocement Tunggal Prakarsa Tbk

10,500

23,394

PT Indofood Sukses Makmur Tbk

32,000

18,990

PT Indosat Tbk

10,000

6,767

PT International Nickel Indonesia Tbk

18,500

5,200

PT Jasa Marga Tbk

14,000

8,454

PT Kalbe Farma Tbk

147,500

14,896

PT Perusahaan Gas Negara Tbk Series B

78,000

37,761

PT Semen Gresik (Persero) Tbk

21,000

32,577

PT Tambang Batubbara Bukit Asam Tbk

7,000

11,661

PT Telkomunikasi Indonesia Tbk Series B

72,000

73,127

PT Unilever Indonesia Tbk

11,000

29,833

PT United Tractors Tbk

12,000

26,361

PT XL Axiata Tbk

10,000

7,132

TOTAL INDONESIA

719,968

Ireland - 0.2%

CRH PLC

5,188

96,568

Elan Corp. PLC (a)

3,473

37,797

James Hardie Industries NV CDI

3,040

29,127

Kerry Group PLC Class A

1,060

55,465

Ryanair Holdings PLC sponsored ADR

220

7,095

TOTAL IRELAND

226,052

Isle of Man - 0.0%

Genting Singapore PLC

42,000

45,794

Israel - 0.4%

Bank Hapoalim BM (Reg.) (a)

7,656

30,083

Bank Leumi le-Israel BM (a)

8,820

28,388

Bezeq Israeli Telecommunication Corp. Ltd.

14,261

17,391

Delek Group Ltd.

40

7,606

Israel Chemicals Ltd.

3,092

38,693

Common Stocks - continued

Shares

Value

Israel - continued

Israel Corp. Ltd. (Class A)

15

$ 10,197

Mellanox Technologies Ltd. (a)

242

18,364

Mizrahi Tefahot Bank Ltd. (a)

832

7,552

NICE Systems Ltd. (a)

437

14,597

Teva Pharmaceutical Industries Ltd.

3,762

151,765

Teva Pharmaceutical Industries Ltd. sponsored ADR

3,007

121,543

TOTAL ISRAEL

446,179

Italy - 1.4%

Assicurazioni Generali SpA

8,374

136,109

Atlantia SpA

2,386

39,369

Autogrill SpA

881

9,004

Banca Monte dei Paschi di Siena SpA (a)

47,592

13,139

Banco Popolare Societa Cooperativa (a)

12,252

19,533

Enel Green Power SpA

12,575

21,384

Enel SpA

47,293

177,767

ENI SpA

18,217

419,190

EXOR SpA

415

10,694

Fiat Industrial SpA

6,097

66,026

Fiat SpA

6,290

30,654

Finmeccanica SpA (a)

2,673

13,242

Intesa Sanpaolo SpA

69,204

111,137

Intesa Sanpaolo SpA (Risparmio Shares)

9,634

12,712

Luxottica Group SpA

843

32,176

Mediaset SpA

5,907

10,336

Mediobanca SpA

3,827

21,806

Pirelli & C SpA

1,843

21,344

Prysmian SpA

1,531

29,449

Saipem SpA

1,891

84,952

Snam Rete Gas SpA (c)

12,378

54,773

Telecom Italia SpA

65,678

60,596

Terna SpA

9,363

35,194

UniCredit SpA (a)

29,345

129,549

Unione di Banche Italiane SCPA

6,486

25,490

TOTAL ITALY

1,585,625

Japan - 12.7%

ABC-Mart, Inc.

200

8,769

Advantest Corp.

1,000

12,627

Aeon Co. Ltd.

4,100

44,734

Aeon Credit Service Co. Ltd.

500

10,610

Aeon Mall Co. Ltd.

500

12,971

Common Stocks - continued

Shares

Value

Japan - continued

Air Water, Inc.

1,000

$ 12,527

Aisin Seiki Co. Ltd.

1,400

40,722

Ajinomoto Co., Inc.

5,000

76,350

Alfresa Holdings Corp.

300

13,566

All Nippon Airways Ltd.

8,000

16,936

Amada Co. Ltd.

2,000

10,147

Aozora Bank Ltd.

5,000

14,092

Asahi Glass Co. Ltd.

7,000

47,526

Asahi Group Holdings

2,900

66,079

Asahi Kasei Corp.

9,000

49,493

Asics Corp.

1,000

14,518

Astellas Pharma, Inc.

3,200

158,938

Bank of Kyoto Ltd.

2,000

17,187

Bank of Yokohama Ltd.

8,000

36,778

Benesse Holdings, Inc.

500

24,082

Bridgestone Corp.

4,600

107,120

Brother Industries Ltd.

1,700

16,014

Canon, Inc.

8,100

263,247

Casio Computer Co. Ltd.

1,600

12,226

Central Japan Railway Co.

1,000

86,058

Chiba Bank Ltd.

6,000

35,024

Chiyoda Corp.

1,000

16,134

Chubu Electric Power Co., Inc.

4,700

48,454

Chugai Pharmaceutical Co. Ltd.

1,600

32,429

Chugoku Electric Power Co., Inc.(THE)

2,200

23,645

Citizen Holdings Co. Ltd.

1,500

7,610

Coca-Cola West Co. Ltd.

500

7,660

Cosmo Oil Co. Ltd.

4,000

7,115

Credit Saison Co. Ltd.

1,100

24,155

Dai Nippon Printing Co. Ltd.

5,000

35,388

Dai-ichi Mutual Life Insurance Co.

60

69,147

Daicel Chemical Industries Ltd.

2,000

12,001

Daido Steel Co. Ltd.

2,000

8,668

Daihatsu Motor Co. Ltd.

1,000

17,512

Daiichi Sankyo Kabushiki Kaisha

4,800

73,356

Daikin Industries Ltd.

1,600

44,254

Dainippon Sumitomo Pharma Co. Ltd.

1,000

11,487

Daito Trust Construction Co. Ltd.

600

60,579

Daiwa House Industry Co. Ltd.

5,000

75,723

Daiwa Securities Group, Inc.

12,000

47,802

DeNA Co. Ltd.

800

24,963

Denki Kagaku Kogyo KK

3,000

9,245

Common Stocks - continued

Shares

Value

Japan - continued

Denso Corp.

3,500

$ 109,564

Dentsu, Inc.

1,300

30,664

East Japan Railway Co.

2,400

164,750

Eisai Co. Ltd.

1,800

80,158

Electric Power Development Co. Ltd.

800

20,474

FamilyMart Co. Ltd.

500

24,239

Fanuc Corp.

1,400

222,899

Fast Retailing Co. Ltd.

400

89,089

Fuji Electric Co. Ltd.

5,000

10,147

Fuji Heavy Industries Ltd.

5,000

48,040

Fujifilm Holdings Corp.

3,300

55,641

Fujitsu Ltd.

13,000

49,994

Fukuoka Financial Group, Inc.

6,000

23,450

Furukawa Electric Co. Ltd.

4,000

7,967

Fyushu Electric Power Co., Inc.

3,200

24,252

GREE, Inc.

600

10,462

GS Yuasa Corp.

2,000

7,817

Gunma Bank Ltd.

2,000

9,646

Hakuhodo DY Holdings, Inc.

130

7,784

Hamamatsu Photonics K.K.

500

17,318

Hankyu Hanshin Holdings, Inc.

8,000

44,294

Hino Motors Ltd.

2,000

15,433

Hirose Electric Co. Ltd.

200

21,395

Hisamitsu Pharmaceutical Co., Inc.

500

25,867

Hitachi Chemical Co. Ltd.

600

8,455

Hitachi Construction Machinery Co. Ltd.

700

11,496

Hitachi High-Technologies Corp.

400

8,754

Hitachi Ltd.

34,000

180,158

Hitachi Metals Ltd.

1,000

9,357

Hokkaido Electric Power Co., Inc.

1,200

9,876

Hokuriku Electric Power Co., Inc.

1,300

12,914

Honda Motor Co. Ltd.

11,600

348,734

Hoya Corp.

3,000

60,729

Hulic Co. Ltd.

1,900

15,066

Ibiden Co. Ltd.

900

11,330

Idemitsu Kosan Co. Ltd.

100

8,606

INPEX Corp.

16

91,194

Isetan Mitsukoshi Holdings Ltd.

2,600

25,437

Ishikawajima-Harima Heavy Industries Co. Ltd.

9,000

18,940

Isuzu Motors Ltd.

8,000

42,290

Itochu Corp.

10,700

107,094

ITOCHU Techno-Solutions Corp.

200

10,347

Common Stocks - continued

Shares

Value

Japan - continued

Iyo Bank Ltd.

2,000

$ 15,458

J Front Retailing Co. Ltd.

4,000

20,794

Japan Airlines Co. Ltd.

500

23,801

Japan Petroleum Exploration Co. Ltd.

200

7,529

Japan Prime Realty Investment Corp.

6

18,061

Japan Real Estate Investment Corp.

4

40,035

Japan Retail Fund Investment Corp.

15

27,339

Japan Steel Works Ltd.

2,000

11,850

Japan Tobacco, Inc.

6,400

176,856

JFE Holdings, Inc.

3,600

50,733

JGC Corp.

1,000

34,386

Joyo Bank Ltd.

5,000

24,176

JS Group Corp.

1,900

42,008

JSR Corp.

1,300

22,277

JTEKT Corp.

1,600

12,026

Jupiter Telecommunications Co.

15

20,387

JX Holdings, Inc.

15,900

84,649

Kajima Corp.

6,000

16,610

Kamigumi Co. Ltd.

2,000

16,134

Kaneka Corp.

2,000

9,746

Kansai Electric Power Co., Inc.

5,500

42,302

Kansai Paint Co. Ltd.

2,000

21,521

Kao Corp.

3,700

103,913

Kawasaki Heavy Industries Ltd.

9,000

18,489

Kawasaki Kisen Kaisha Ltd. (a)

7,000

8,856

KDDI Corp.

1,900

147,564

Keihin Electric Express Railway Co. Ltd.

3,000

28,260

Keio Corp.

4,000

30,365

Keisei Electric Railway Co.

2,000

18,339

Keyence Corp.

310

82,247

Kikkoman Corp.

1,000

13,278

Kinden Corp.

1,000

6,263

Kintetsu Corp. (c)

12,000

47,050

Kirin Holdings Co. Ltd.

6,000

75,310

Kobe Steel Ltd.

19,000

16,660

Koito Manufacturing Co. Ltd.

1,000

12,414

Komatsu Ltd.

6,600

138,234

Konami Corp.

700

16,038

Konica Minolta Holdings, Inc.

3,500

23,237

Kubota Corp.

8,000

81,774

Kuraray Co. Ltd.

2,300

26,708

Kurita Water Industries Ltd.

800

18,159

Common Stocks - continued

Shares

Value

Japan - continued

Kyocera Corp.

1,100

$ 96,593

Kyowa Hakko Kirin Co., Ltd.

2,000

21,270

Lawson, Inc.

500

36,766

Mabuchi Motor Co. Ltd.

100

4,234

Makita Corp.

800

31,617

Marubeni Corp.

12,000

77,715

Marui Group Co. Ltd.

1,400

10,066

Maruichi Steel Tube Ltd.

300

6,238

Mazda Motor Corp. (a)

21,000

24,991

McDonald's Holdings Co. (Japan) Ltd.

500

13,892

Medipal Holdings Corp.

1,000

12,727

Meiji Holdings Co. Ltd.

500

22,892

Miraca Holdings, Inc.

400

16,911

Mitsubishi Chemical Holdings Corp.

9,500

37,605

Mitsubishi Corp.

10,000

178,504

Mitsubishi Electric Corp.

14,000

104,522

Mitsubishi Estate Co. Ltd.

9,000

178,016

Mitsubishi Gas Chemical Co., Inc.

2,000

9,871

Mitsubishi Heavy Industries Ltd.

22,000

92,597

Mitsubishi Logistics Corp.

1,000

12,890

Mitsubishi Materials Corp.

8,000

23,249

Mitsubishi Motors Corp. of Japan (a)

28,000

24,201

Mitsubishi Tanabe Pharma Corp.

1,500

21,627

Mitsubishi UFJ Financial Group, Inc.

91,300

413,038

Mitsubishi UFJ Lease & Finance Co. Ltd.

400

17,237

Mitsui & Co. Ltd.

12,400

174,746

Mitsui Chemicals, Inc.

7,000

14,468

Mitsui Fudosan Co. Ltd.

6,000

121,233

Mitsui OSK Lines Ltd.

7,000

16,748

Mizuho Financial Group, Inc.

163,400

255,669

MS&AD Insurance Group Holdings, Inc.

3,600

61,015

Murata Manufacturing Co. Ltd.

1,500

72,905

Nabtesco Corp.

700

13,030

Namco Bandai Holdings, Inc.

1,300

20,421

NEC Corp. (a)

18,000

34,498

Nexon Co. Ltd.

800

9,751

NGK Insulators Ltd.

2,000

22,297

NGK Spark Plug Co. Ltd.

1,000

11,174

NHK Spring Co. Ltd.

1,200

9,996

Nidec Corp.

800

56,921

Nikon Corp.

2,400

61,030

Nintendo Co. Ltd.

800

103,019

Common Stocks - continued

Shares

Value

Japan - continued

Nippon Building Fund, Inc.

5

$ 53,677

Nippon Electric Glass Co. Ltd.

2,000

10,172

Nippon Express Co. Ltd.

6,000

21,947

Nippon Meat Packers, Inc.

1,000

12,401

Nippon Paper Group, Inc.

600

6,862

Nippon Steel Corp.

55,700

122,801

Nippon Telegraph & Telephone Corp.

3,100

141,757

Nippon Yusen KK

11,000

20,945

Nishi-Nippon City Bank Ltd.

5,000

11,399

Nissan Motor Co. Ltd.

17,600

147,273

Nisshin Seifun Group, Inc.

1,000

12,489

Nisshin Steel Holdings Co. Ltd. (a)

500

3,313

Nissin Food Holdings Co. Ltd.

500

18,915

Nitori Holdings Co. Ltd.

250

20,418

Nitto Denko Corp.

1,200

54,416

NKSJ Holdings, Inc.

2,750

50,122

NOK Corp.

700

11,206

Nomura Holdings, Inc.

25,700

92,902

Nomura Real Estate Holdings, Inc.

700

12,565

Nomura Real Estate Office Fund, Inc.

2

12,577

Nomura Research Institute Ltd.

700

14,863

NSK Ltd.

3,000

16,460

NTN Corp.

2,000

3,583

NTT Data Corp.

9

29,301

NTT DoCoMo, Inc.

109

157,944

NTT Urban Development Co.

9

7,407

Obayashi Corp.

5,000

22,360

Odakyu Electric Railway Co. Ltd.

5,000

53,050

Oji Holdings Corp.

6,000

17,587

Olympus Corp. (a)

1,500

26,193

Omron Corp.

1,400

27,884

Ono Pharmaceutical Co. Ltd.

600

36,227

Oracle Corp. Japan

200

8,894

Oriental Ld Co. Ltd.

400

54,566

ORIX Corp.

750

77,039

Osaka Gas Co. Ltd.

13,000

53,576

Otsuka Corp.

100

8,155

Otsuka Holdings Co. Ltd.

2,600

80,088

Panasonic Corp.

15,600

94,623

Rakuten, Inc.

5,200

46,769

Resona Holdings, Inc.

13,300

57,478

Ricoh Co. Ltd.

5,000

41,776

Common Stocks - continued

Shares

Value

Japan - continued

Rinnai Corp.

200

$ 13,654

ROHM Co. Ltd.

700

22,579

Sankyo Co. Ltd. (Gunma)

400

18,113

Sanrio Co. Ltd.

300

9,880

Santen Pharmaceutical Co. Ltd.

600

26,268

SBI Holdings, Inc. Japan

1,330

9,297

Secom Co. Ltd.

1,500

76,381

Sega Sammy Holdings, Inc.

1,400

26,394

Seiko Epson Corp.

800

4,439

Sekisui Chemical Co. Ltd.

3,000

24,615

Sekisui House Ltd.

4,000

40,837

Seven & i Holdings Co., Ltd.

5,400

166,539

Seven Bank Ltd.

3,300

9,425

Sharp Corp. (c)

7,000

15,082

Shikoku Electric Power Co., Inc.

1,100

11,754

Shimadzu Corp.

2,000

13,454

Shimamura Co. Ltd.

100

10,422

SHIMANO, Inc.

600

37,805

SHIMIZU Corp.

5,000

16,723

Shin-Etsu Chemical Co., Ltd.

2,900

163,472

Shinsei Bank Ltd.

10,000

14,656

Shionogi & Co. Ltd.

2,100

34,829

Shiseido Co. Ltd.

2,600

32,895

Shizuoka Bank Ltd.

4,000

40,887

Showa Denko KK

9,000

13,754

Showa Shell Sekiyu KK

1,100

6,118

SMC Corp.

400

63,034

Softbank Corp.

6,400

202,591

Sojitz Corp.

8,600

10,665

Sony Corp.

7,200

85,251

Sony Financial Holdings, Inc.

1,300

23,189

Square Enix Holdings Co. Ltd.

600

8,455

Stanley Electric Co. Ltd.

900

12,401

Sumco Corp. (a)

900

6,156

Sumitomo Chemical Co. Ltd.

11,000

30,866

Sumitomo Corp.

8,000

109,032

Sumitomo Electric Industries Ltd.

5,500

59,113

Sumitomo Heavy Industries Ltd.

4,000

14,330

Sumitomo Metal Mining Co. Ltd.

4,000

52,662

Sumitomo Mitsui Financial Group, Inc.

9,700

296,403

Sumitomo Mitsui Trust Holdings, Inc.

22,000

66,692

Sumitomo Realty & Development Co. Ltd.

2,000

55,217

Common Stocks - continued

Shares

Value

Japan - continued

Sumitomo Rubber Industries Ltd.

1,100

$ 12,939

Suzuken Co. Ltd.

500

15,777

Suzuki Motor Corp.

2,700

61,150

Sysmex Corp.

500

23,519

T&D Holdings, Inc.

4,000

43,693

Taiheiyo Cement Corp.

7,000

14,907

Taisei Corp.

8,000

22,047

Taisho Pharmaceutical Holdings Co. Ltd.

200

16,134

Taiyo Nippon Sanso Corp.

2,000

10,973

Takashimaya Co. Ltd.

2,000

13,153

Takeda Pharmaceutical Co. Ltd.

5,700

264,900

TDK Corp.

900

33,788

Teijin Ltd.

6,000

13,754

Terumo Corp.

1,100

47,401

The Chugoku Bank Ltd.

1,000

13,754

The Hachijuni Bank Ltd.

3,000

15,483

The Suruga Bank Ltd.

1,000

12,001

THK Co. Ltd.

900

14,961

Tobu Railway Co. Ltd.

7,000

37,179

Toho Co. Ltd.

800

13,940

Toho Gas Co. Ltd.

3,000

18,189

Tohoku Electric Power Co., Inc. (a)

3,400

25,043

Tokio Marine Holdings, Inc.

5,100

134,991

Tokyo Electric Power Co. (a)

9,400

15,308

Tokyo Electron Ltd.

1,200

53,890

Tokyo Gas Co. Ltd.

17,000

90,079

Tokyu Corp.

8,000

40,686

Tokyu Land Corp.

3,000

16,836

TonenGeneral Sekiyu KK

2,000

18,139

Toppan Printing Co. Ltd.

4,000

23,099

Toray Industries, Inc.

10,000

58,374

Toshiba Corp.

29,000

107,529

Tosoh Corp.

5,000

9,771

Toto Ltd.

2,000

14,982

Toyo Seikan Kaisha Ltd.

900

9,560

Toyo Suisan Kaisha Ltd.

1,000

24,915

Toyoda Gosei Co. Ltd.

500

9,833

Toyota Boshoku Corp.

600

5,675

Toyota Industries Corp.

1,100

31,417

Toyota Motor Corp.

19,800

763,432

Toyota Tsusho Corp.

1,600

34,914

Trend Micro, Inc.

700

19,607

Common Stocks - continued

Shares

Value

Japan - continued

Tsumura & Co.

500

$ 15,971

Ube Industries Ltd.

7,000

15,959

Unicharm Corp.

800

43,292

Ushio, Inc.

600

6,328

USS Co. Ltd.

160

16,816

West Japan Railway Co.

1,200

52,386

Yahoo! Japan Corp.

103

35,443

Yakult Honsha Co. Ltd.

700

32,619

Yamada Denki Co. Ltd.

620

26,872

Yamaguchi Financial Group, Inc.

1,000

8,280

Yamaha Corp.

1,200

10,778

Yamaha Motor Co. Ltd.

1,900

18,160

Yamato Holdings Co. Ltd.

2,700

41,094

Yamato Kogyo Co. Ltd.

200

5,614

Yamazaki Baking Co. Ltd.

1,000

12,026

Yaskawa Electric Corp.

1,000

7,165

Yokogawa Electric Corp.

1,400

15,924

TOTAL JAPAN

14,490,573

Korea (South) - 3.3%

AMOREPACIFIC Corp.

24

27,295

AMOREPACIFIC Group, Inc.

18

7,759

BS Financial Group, Inc.

1,160

13,139

Celltrion, Inc.

755

18,592

Cheil Industries, Inc.

351

30,068

CJ CheilJedang Corp.

50

15,706

CJ Corp.

100

9,768

Daelim Industrial Co.

179

12,461

Daewoo Engineering & Construction Co. Ltd. (a)

700

5,958

Daewoo International Corp.

300

11,529

Daewoo Securities Co. Ltd.

1,102

11,118

Daewoo Shipbuilding & Marine Engineering Co. Ltd.

720

15,452

DGB Financial Group Co. Ltd.

1,030

13,037

Dongbu Insurance Co. Ltd.

317

14,377

Dongkuk Steel Mill Co. Ltd.

310

3,980

Doosan Co. Ltd.

50

5,778

Doosan Heavy Industries & Construction Co. Ltd.

351

15,034

Doosan Infracore Co. Ltd. (a)

660

9,746

E-Mart Co. Ltd.

150

32,536

GS Engineering & Construction Corp.

268

15,092

GS Holdings Corp.

368

23,154

Hana Financial Group, Inc.

1,660

48,339

Common Stocks - continued

Shares

Value

Korea (South) - continued

Hankook Tire Co. Ltd. (a)

534

$ 22,529

Hankook Tire Worldwide Co. Ltd.

85

1,099

Hanwha Chemical Corp.

690

11,454

Hanwha Corp.

270

7,714

Hanwha Life Insurance Co. Ltd.

1,080

7,617

Honam Petrochemical Corp.

105

21,475

Hyosung Corp.

156

8,599

Hyundai Department Store Co. Ltd.

102

12,676

Hyundai Engineering & Construction Co. Ltd.

495

29,827

Hyundai Fire & Marine Insurance Co. Ltd.

400

12,932

Hyundai Glovis Co. Ltd.

97

20,195

Hyundai Heavy Industries Co. Ltd.

301

63,219

Hyundai Hysco Co. Ltd.

210

8,398

Hyundai Industrial Development & Construction Co.

300

5,393

Hyundai Merchant Marine Co. Ltd. (a)

260

6,260

Hyundai Mipo Dockyard Co. Ltd.

78

8,334

Hyundai Mobis

489

124,681

Hyundai Motor Co.

1,091

224,640

Hyundai Securities Co. Ltd.

710

5,450

Hyundai Steel Co.

402

28,943

Hyundai Wia Corp.

98

15,864

Industrial Bank of Korea

1,230

13,537

Kangwon Land, Inc.

610

14,211

KB Financial Group, Inc.

2,640

89,798

KCC Corp.

23

6,455

Kia Motors Corp.

1,894

105,269

Korea Aerospace Industries Ltd.

200

5,026

Korea Electric Power Corp. (a)

1,840

47,738

Korea Exchange Bank (a)

1,700

11,787

Korea Gas Corp.

159

11,170

Korea Investment Holdings Co. Ltd.

250

8,553

Korea Zinc Co. Ltd.

62

25,475

Korean Air Lines Co. Ltd. (a)

278

12,481

KP Chemical Corp.

510

5,052

KT Corp.

220

7,470

KT&G Corp.

786

59,906

Kumho Petro Chemical Co. Ltd.

95

9,323

LG Chemical Ltd.

323

90,650

LG Corp.

690

42,147

LG Display Co. Ltd. (a)

1,660

49,277

LG Electronics, Inc.

764

53,184

LG Household & Health Care Ltd.

67

39,389

Common Stocks - continued

Shares

Value

Korea (South) - continued

LG Innotek Co. Ltd. (a)

46

$ 3,177

LG Telecom Ltd.

1,820

11,635

Lotte Confectionery Co. Ltd.

4

5,763

Lotte Shopping Co. Ltd.

76

23,525

LS Cable Ltd.

109

8,917

LS Industrial Systems Ltd.

116

7,256

Mando Corp.

85

11,226

Mirae Asset Securities Co. Ltd.

220

5,973

NCSOFT Corp.

117

22,427

NHN Corp.

294

68,086

Oci Co. Ltd.

116

16,384

Orion Corp.

27

25,358

POSCO

470

147,785

S-Oil Corp.

325

29,778

S1 Corp.

110

6,638

Samsung C&T Corp.

899

48,895

Samsung Card Co. Ltd.

270

10,450

Samsung Electro-Mechanics Co. Ltd.

428

36,664

Samsung Electronics Co. Ltd.

790

949,171

Samsung Engineering Co. Ltd.

216

28,230

Samsung Fire & Marine Insurance Co. Ltd.

255

55,779

Samsung Heavy Industries Ltd.

1,170

35,787

Samsung Life Insurance Co. Ltd.

437

37,675

Samsung SDI Co. Ltd.

244

30,659

Samsung Securities Co. Ltd.

477

21,371

Samsung Techwin Co. Ltd.

234

12,255

Shinhan Financial Group Co. Ltd.

3,060

105,104

Shinsegae Co. Ltd.

40

7,154

SK C&C Co. Ltd.

182

15,975

SK Energy Co. Ltd.

431

63,445

SK Holdings Co. Ltd.

191

26,627

SK Hynix, Inc.

3,720

84,784

SK Networks Co. Ltd.

1,070

9,372

SK Telecom Co. Ltd.

90

12,716

Woongjin Coway Co. Ltd.

340

12,380

Woori Finance Holdings Co. Ltd.

2,690

25,412

Woori Investment & Securities Co. Ltd.

821

7,944

Yuhan Corp.

66

11,410

TOTAL KOREA (SOUTH)

3,758,302

Luxembourg - 0.3%

ArcelorMittal SA (Netherlands)

6,652

98,347

Common Stocks - continued

Shares

Value

Luxembourg - continued

Kernel Holding SA (a)

334

$ 6,988

Millicom International Cellular SA (depository receipt)

442

38,183

SES SA FDR (France) unit

2,175

60,188

Subsea 7 SA

2,043

44,828

Tenaris SA

3,320

62,095

TOTAL LUXEMBOURG

310,629

Malaysia - 0.8%

AirAsia Bhd

7,400

7,361

AMMB Holdings Bhd

12,000

25,135

Axiata Group Bhd

17,900

38,374

Berjaya Group Bhd

27,300

5,736

Berjaya Sports Toto Bhd

4,300

6,268

British American Tobacco (Malaysia) Bhd

900

18,685

Bumi Armada Bhd

8,200

10,553

Bumiputra-Commerce Holdings Bhd

34,400

86,169

DiGi.com Bhd

22,000

38,352

Felda Global Ventures Holdings Bhd

8,100

12,445

Gamuda Bhd

10,400

12,326

Genting Bhd

14,500

42,129

Genting Malaysia Bhd

22,300

26,283

Genting Plantations Bhd

1,800

5,307

Hong Leong Bank Bhd

4,300

20,724

Hong Leong Credit Bhd

1,600

6,776

IHH Healthcare Bhd

13,200

14,171

IJM Corp. Bhd

8,200

13,487

IOI Corp. Bhd

22,500

37,377

Kuala Lumpur Kepong Bhd

3,400

23,909

Lafarge Malayan Cement Bhd

2,800

8,963

Malayan Banking Bhd

25,011

74,146

Malaysia Airports Holdings Bhd

4,900

9,346

Malaysia Marine and Heavy Engineering Sdn Bhd

3,300

5,233

Malaysian Plantations Bhd

7,100

9,487

Maxis Bhd

15,800

36,102

MISC Bhd

8,600

11,971

MMC Corp. Bhd

3,200

2,742

Parkson Holdings Bhd

3,700

5,891

Petronas Chemicals Group Bhd

19,700

42,039

Petronas Dagangan Bhd

1,900

13,773

Petronas Gas Bhd

4,200

27,026

PPB Group Bhd

3,800

16,792

Public Bank Bhd (For. Reg.)

7,500

39,100

Common Stocks - continued

Shares

Value

Malaysia - continued

RHB Capital Bhd

5,260

$ 12,951

SapuraKencana Petroleum Bhd (a)

18,200

14,997

Sime Darby Bhd

19,300

61,968

SP Setia Bhd

2,200

2,607

Telekom Malaysia Bhd

8,600

16,884

Tenaga Nasional Bhd

19,300

44,036

UEM Land Holdings Bhd (a)

8,900

6,194

UMW Holdings Bhd

3,700

12,123

YTL Corp. Bhd

35,926

20,640

YTL Power International Bhd

15,200

8,134

TOTAL MALAYSIA

954,712

Mauritius - 0.0%

Golden Agri-Resources Ltd.

49,000

25,107

Mexico - 1.2%

Alfa SA de CV Series A

20,500

37,809

America Movil SAB de CV Series L

280,000

355,613

CEMEX SA de CV unit

75,976

68,874

Coca-Cola FEMSA SAB de CV Series L

3,100

39,734

Compartamos SAB de CV

7,100

9,527

El Puerto de Liverpool SA Class C

1,400

12,547

Embotelladoras Arca SAB de CC

2,200

15,963

Fomento Economico Mexicano SAB de CV unit

14,000

126,079

Grupo Aeroportuario del Pacifico SA de CV Series B

2,400

11,498

Grupo Bimbo SAB de CV Series A

12,000

27,952

Grupo Carso SA de CV Series A1

3,800

13,753

Grupo Financiero Banorte SAB de CV Series O

13,300

73,895

Grupo Financiero Inbursa SAB de CV Series O

14,400

38,348

Grupo Financiero Santander Mexico SAB de CV

10,700

29,181

Grupo Mexico SA de CV Series B

27,524

88,201

Grupo Modelo SAB de CV Series C

4,600

40,541

Grupo Televisa SA de CV

18,500

84,093

Industrias Penoles SA de CV

1,000

49,821

Kimberly-Clark de Mexico SA de CV Series A

11,100

26,652

Mexichem SAB de CV

7,421

36,776

Minera Frisco SAB de CV (a)

4,200

16,715

Wal-Mart de Mexico SA de CV Series V

38,100

112,519

TOTAL MEXICO

1,316,091

Morocco - 0.0%

Attijariwafa Bank

191

7,207

Common Stocks - continued

Shares

Value

Morocco - continued

Douja Promotion Groupe Addoha SA

729

$ 5,272

Maroc Telecom SA

723

9,107

TOTAL MOROCCO

21,586

Netherlands - 1.8%

AEGON NV

12,548

70,177

Akzo Nobel NV

1,671

90,901

ASML Holding NV (Netherlands)

3,019

165,961

Corio NV

472

21,030

DE Master Blenders 1753 NV (a)

4,210

51,452

Delta Lloyd NV

1,015

16,879

European Aeronautic Defence and Space Co. EADS NV

2,993

106,334

Fugro NV (Certificaten Van Aandelen) unit

504

34,074

Gemalto NV

553

49,902

Heineken Holding NV (A Shares)

697

35,369

Heineken NV (Bearer)

1,644

101,355

ING Groep NV (Certificaten Van Aandelen) (a)

27,524

244,912

Koninklijke Ahold NV

7,419

94,459

Koninklijke Boskalis Westminster NV

520

19,809

Koninklijke KPN NV

7,271

45,906

Koninklijke Philips Electronics NV

7,466

186,994

QIAGEN NV (a)

1,726

29,989

Randstad Holding NV

816

26,637

Reed Elsevier NV

4,857

65,252

Royal DSM NV

1,114

57,201

SBM Offshore NV (a)

1,322

17,272

STMicroelectronics NV

4,399

25,909

TNT Express NV

2,395

25,225

Unilever NV (Certificaten Van Aandelen) (Bearer)

11,637

427,714

Vopak NV

511

35,574

Wolters Kluwer NV (Certificaten Van Aandelen)

2,192

42,419

TOTAL NETHERLANDS

2,088,706

New Zealand - 0.1%

Auckland International Airport Ltd.

6,978

15,408

Contact Energy Ltd.

2,481

11,304

Fletcher Building Ltd.

4,755

27,530

Sky City Entertainment Group Ltd.

4,610

14,710

Telecom Corp. of New Zealand Ltd.

12,863

25,441

TOTAL NEW ZEALAND

94,393

Norway - 0.5%

Aker Solutions ASA

1,112

21,845

Common Stocks - continued

Shares

Value

Norway - continued

DnB NOR ASA

7,125

$ 88,980

Gjensidige Forsikring ASA

1,471

21,492

Norsk Hydro ASA

6,791

30,576

Orkla ASA (A Shares)

5,512

43,603

StatoilHydro ASA

8,006

197,179

Telenor ASA

5,165

101,555

Yara International ASA

1,316

61,999

TOTAL NORWAY

567,229

Peru - 0.1%

Compania de Minas Buenaventura SA sponsored ADR

1,367

48,884

Volcan Compania Minera Saa Class B

13,321

13,005

TOTAL PERU

61,889

Philippines - 0.2%

Aboitiz Equity Ventures, Inc.

12,600

14,792

Aboitiz Power Corp.

13,700

11,033

Alliance Global Group, Inc.

33,600

12,165

Ayala Corp.

1,150

12,395

Ayala Land, Inc.

41,600

23,837

Bank of the Philippine Islands (BPI)

4,250

8,376

BDO Unibank, Inc.

11,723

18,255

DMCI Holdings, Inc.

4,800

6,307

Globe Telecom, Inc.

245

6,796

International Container Terminal Services, Inc.

5,450

9,415

Jollibee Food Corp.

2,630

6,764

Manila Electric Co.

1,400

9,504

Metropolitan Bank & Trust Co.

1,650

3,814

Philippine Long Distance Telephone Co.

300

19,298

PNOC Energy Development Corp.

42,700

6,930

San Miguel Corp.

2,800

7,433

SM Investments Corp.

1,570

30,674

SM Prime Holdings, Inc.

55,700

19,651

Universal Robina Corp.

6,960

12,176

TOTAL PHILIPPINES

239,615

Poland - 0.3%

Asseco Poland SA

429

5,375

Bank Handlowy w Warszawie SA

239

6,958

Bank Millennium SA (a)

1,701

2,254

Bank Polska Kasa Opieki SA

855

41,054

BRE Bank SA (a)

101

9,529

Cyfrowy Polsat SA (a)

1,359

6,172

Common Stocks - continued

Shares

Value

Poland - continued

ENEA SA

677

$ 3,266

Eurocash SA

627

7,657

Grupa Lotos SA (a)

656

6,914

Jastrzebska Spolka Weglowa SA

200

5,437

KGHM Polska Miedz SA (Bearer)

1,008

50,769

Polish Oil & Gas Co.

12,889

15,946

Polska Grupa Energetyczna SA

5,408

29,304

Polski Koncern Naftowy Orlen SA (a)

2,308

31,663

Powszechna Kasa Oszczednosci Bank SA

5,421

60,600

Powszechny Zaklad Ubezpieczen SA

406

47,433

Synthos SA

3,019

5,012

Tauron Polska Energia SA

7,599

10,496

Telekomunikacja Polska SA

5,526

20,874

TVN SA

563

1,234

TOTAL POLAND

367,947

Portugal - 0.1%

Banco Espirito Santo SA (Reg.) (a)

14,596

14,189

Energias de Portugal SA

13,463

36,575

Galp Energia SGPS SA Class B

1,663

26,620

Jeronimo Martins SGPS SA

1,519

26,580

Portugal Telecom SGPS SA (Reg.)

4,365

21,951

TOTAL PORTUGAL

125,915

Russia - 1.2%

Federal Grid Co. Unified Energy System JSC (a)

2,490,000

16,231

Gazprom OAO sponsored ADR (Reg. S)

38,410

350,875

Inter Rao Ues JSC (a)

11,700,000

9,477

Interregional Distribution Grid Companies Holding JSC (a)

123,333

7,302

LSR Group OJSC GDR (Reg. S)

1,355

6,524

Lukoil Oil Co. sponsored ADR (United Kingdom)

3,687

222,879

Magnit OJSC GDR (Reg. S)

1,856

65,888

Mechel Steel Group OAO sponsored ADR

834

5,296

Mobile TeleSystems OJSC sponsored ADR

3,689

63,229

Norilsk Nickel OJSC ADR

3,400

52,156

NOVATEK OAO GDR (Reg. S)

651

74,214

Novolipetsk Steel OJSC GDR (Reg. S)

395

7,462

Rosneft Oil Co. OJSC GDR (Reg. S)

9,106

67,384

Rostelecom sponsored ADR

1,404

32,152

RusHydro JSC sponsored ADR

9,026

21,428

Sberbank (Savings Bank of the Russian Federation)

1,860

5,445

Sberbank (Savings Bank of the Russian Federation) sponsored ADR

12,939

152,163

Common Stocks - continued

Shares

Value

Russia - continued

Severstal JSC GDR (Reg. S)

1,174

$ 14,241

Sistema JSFC sponsored GDR

783

14,368

Surgutneftegaz JSC sponsored ADR

5,362

46,649

Tatneft OAO sponsored ADR

1,681

65,122

TMK OAO GDR (Reg. S)

466

6,911

Uralkali OJSC GDR (Reg. S)

1,899

74,403

VTB Bank JSC unit

9,273

31,955

TOTAL RUSSIA

1,413,754

Singapore - 1.1%

Ascendas Real Estate Investment Trust

14,000

27,086

CapitaLand Ltd.

17,000

45,573

CapitaMall Trust

16,000

27,677

CapitaMalls Asia Ltd.

9,000

13,650

City Developments Ltd.

3,000

28,185

ComfortDelgro Corp. Ltd.

12,000

16,626

Cosco Corp. Singapore Ltd.

9,000

6,493

DBS Group Holdings Ltd.

13,127

149,586

Fraser & Neave Ltd.

6,000

45,057

Global Logistic Properties Ltd.

14,000

29,497

Hutchison Port Holdings Trust

35,000

27,300

Jardine Cycle & Carriage Ltd.

1,000

40,367

Keppel Corp. Ltd.

10,000

87,391

Keppel Ld Ltd.

5,000

13,937

Neptune Orient Lines Ltd. (a)

8,000

7,608

Olam International Ltd.

12,000

19,380

Oversea-Chinese Banking Corp. Ltd.

19,000

141,745

SembCorp Industries Ltd.

7,000

31,218

SembCorp Marine Ltd.

6,000

23,168

Singapore Airlines Ltd.

4,000

34,760

Singapore Exchange Ltd.

6,000

33,104

Singapore Press Holdings Ltd.

12,000

39,744

Singapore Technologies Engineering Ltd.

11,000

31,743

Singapore Telecommunications Ltd.

57,000

150,467

StarHub Ltd.

4,000

12,068

United Overseas Bank Ltd.

9,000

134,801

UOL Group Ltd.

3,000

13,920

Wilmar International Ltd.

14,000

35,465

Yangzijiang Shipbuilding Holdings Ltd.

15,000

11,129

TOTAL SINGAPORE

1,278,745

Common Stocks - continued

Shares

Value

South Africa - 1.7%

Absa Group Ltd.

2,061

$ 33,088

African Bank Investments Ltd.

5,765

19,494

African Rainbow Minerals Ltd.

827

17,311

Anglo Platinum Ltd.

491

22,821

AngloGold Ashanti Ltd.

2,741

92,606

ArcelorMittal South Africa Ltd. (a)

1,049

4,041

Aspen Pharmacare Holdings Ltd.

2,043

37,228

Assore Ltd.

200

8,258

Aveng Ltd.

2,602

9,285

Barloworld Ltd.

1,572

12,736

Bidvest Group Ltd.

2,129

50,815

Discovery Holdings Ltd.

1,813

11,609

Exxaro Resources Ltd.

803

16,068

FirstRand Ltd.

22,200

73,687

Foschini Ltd.

1,546

22,447

Gold Fields Ltd.

5,187

64,443

Growthpoint Properties Ltd.

11,927

32,477

Harmony Gold Mining Co. Ltd.

2,963

24,276

Impala Platinum Holdings Ltd.

3,846

69,196

Imperial Holdings Ltd.

1,266

28,761

Investec Ltd.

2,000

11,764

Kumba Iron Ore Ltd.

578

36,131

Liberty Holdings Ltd.

883

10,242

Life Healthcare Group Holdings Ltd.

6,971

26,362

Massmart Holdings Ltd.

821

16,513

MMI Holdings Ltd.

6,232

15,072

Mr Price Group Ltd.

1,795

27,730

MTN Group Ltd.

12,150

219,076

Naspers Ltd. Class N

2,804

182,039

Nedbank Group Ltd.

1,469

30,327

Netcare Ltd.

5,763

11,964

Northam Platinum Ltd.

1,426

5,361

Pick 'n Pay Stores Ltd.

1,646

8,051

Pretoria Portland Cement Co. Ltd.

3,316

11,087

Rand Merchant Insurance Holdings Ltd.

4,068

10,608

Redefine Properties Ltd. unit

17,690

18,362

Remgro Ltd.

3,117

53,384

Reunert Ltd.

1,154

10,166

RMB Holdings Ltd.

5,157

22,625

Sanlam Ltd.

12,854

57,416

Sappi Ltd. (a)

4,223

11,947

Sasol Ltd.

3,923

167,120

Common Stocks - continued

Shares

Value

South Africa - continued

Shoprite Holdings Ltd.

3,057

$ 62,863

Spar Group Ltd.

1,265

17,763

Standard Bank Group Ltd.

8,568

105,842

Steinhoff International Holdings Ltd.

8,265

27,777

Tiger Brands Ltd.

1,155

36,712

Truworths International Ltd.

3,118

33,947

Vodacom Group Ltd.

2,675

33,720

Woolworths Holdings Ltd.

5,343

40,301

TOTAL SOUTH AFRICA

1,972,919

Spain - 1.9%

Abertis Infraestructuras SA

2,569

38,692

Acerinox SA

797

8,306

ACS Actividades de Construccion y Servicios SA

1,032

22,031

Amadeus IT Holding SA Class A

2,196

54,365

Banco Bilbao Vizcaya Argentaria SA

38,509

321,779

Banco de Sabadell SA

19,820

48,245

Banco Popular Espanol SA

9,035

14,088

Banco Santander SA:

rights 10/31/12 (a)

60,626

11,944

(Spain)

70,530

531,035

Bankia SA (a)

6,778

10,191

Cintra Concesiones de Infrastructuras de Transporte SA

2,954

41,734

Criteria CaixaCorp SA

5,654

21,399

Distribuidora Internacional de Alimentacion SA

4,437

26,857

Enagas SA

1,349

26,822

Gas Natural SDG SA

2,478

38,446

Grifols SA (a)

1,077

37,356

Grupo Acciona SA

181

11,106

Iberdrola SA

28,165

145,659

Inditex SA

1,562

199,300

International Consolidated Airlines Group SA (a)

5,405

14,201

International Consolidated Airlines Group SA CDI (a)

942

2,452

MAPFRE SA (Reg.)

5,788

16,040

Red Electrica Corporacion SA

775

36,338

Repsol YPF SA

5,780

115,523

Telefonica SA

28,993

382,673

Zardoya Otis SA

1,177

14,554

TOTAL SPAIN

2,191,136

Sweden - 2.0%

Alfa Laval AB

2,361

41,006

Common Stocks - continued

Shares

Value

Sweden - continued

ASSA ABLOY AB (B Shares)

2,384

$ 79,468

Atlas Copco AB:

(A Shares)

4,745

116,677

(B Shares)

2,805

61,446

Boliden AB

1,870

32,675

Electrolux AB (B Shares)

1,714

43,852

Elekta AB (B Shares)

2,598

37,014

Getinge AB (B Shares)

1,421

43,704

H&M Hennes & Mauritz AB (B Shares)

6,799

230,122

Hexagon AB (B Shares)

1,760

40,491

Holmen AB (B Shares)

396

11,672

Husqvarna AB (B Shares)

3,053

17,712

Industrivarden AB Series C

735

10,366

Investment AB Kinnevik

1,528

29,187

Investor AB (B Shares)

3,499

77,176

Lundin Petroleum AB (a)

1,644

39,359

Modern Times Group MTG AB (B Shares)

338

10,294

Nordea Bank AB

19,002

172,605

Ratos AB (B Shares)

1,517

13,025

Sandvik AB

7,155

99,242

Scania AB (B Shares)

2,238

42,615

Securitas AB (B Shares)

2,141

15,571

Skandinaviska Enskilda Banken AB (A Shares)

10,010

83,003

Skanska AB (B Shares)

2,783

43,510

SKF AB (B Shares)

2,735

61,645

SSAB Svenskt Stal AB (A Shares)

1,075

7,692

Svenska Cellulosa AB (SCA) (B Shares)

4,104

79,940

Svenska Handelsbanken AB (A Shares)

3,539

121,223

Swedbank AB (A Shares)

5,843

108,352

Swedish Match Co. AB

1,476

50,291

Tele2 AB (B Shares)

2,202

36,750

Telefonaktiebolaget LM Ericsson (B Shares)

21,645

191,755

TeliaSonera AB

15,709

103,426

Volvo AB (B Shares)

9,907

133,305

TOTAL SWEDEN

2,286,171

Switzerland - 5.7%

ABB Ltd. (Reg.)

15,798

285,311

Actelion Ltd.

779

37,574

Adecco SA (Reg.)

965

46,670

Aryzta AG

630

31,456

Baloise Holdings AG

344

28,737

Common Stocks - continued

Shares

Value

Switzerland - continued

Banque Cantonale Vaudoise (Bearer)

24

$ 12,718

Barry Callebaut AG

12

11,455

Compagnie Financiere Richemont SA Series A

3,761

243,922

Credit Suisse Group

8,808

204,833

GAM Holding Ltd.

1,401

19,557

Geberit AG (Reg.)

272

56,076

Givaudan SA

61

61,046

Holcim Ltd. (Reg.)

1,656

113,002

Julius Baer Group Ltd.

1,629

56,498

Kuehne & Nagel International AG

380

44,353

Lindt & Spruengli AG (participation certificate)

12

37,921

Lonza Group AG

394

19,973

Nestle SA

23,646

1,500,568

Novartis AG

16,481

993,814

Pargesa Holding SA

183

12,340

Partners Group Holding AG

93

19,682

Roche Holding AG (participation certificate)

5,036

968,482

Schindler Holding AG:

(participation certificate)

351

46,245

(Reg.)

158

20,443

SGS SA (Reg.)

40

84,699

Sika AG (Bearer)

15

31,295

Sonova Holding AG Class B

353

35,497

Straumann Holding AG

72

8,883

Sulzer AG (Reg.)

161

23,304

Swatch Group AG:

(Bearer)

220

91,043

(Reg.)

315

22,882

Swiss Life Holding AG

216

27,183

Swiss Prime Site AG

379

31,641

Swiss Re Ltd.

2,535

175,161

Swisscom AG

166

68,963

Syngenta AG (Switzerland)

679

264,735

Transocean Ltd. (Switzerland)

2,546

115,886

UBS AG

26,170

392,644

Zurich Financial Services AG

1,058

260,723

TOTAL SWITZERLAND

6,507,215

Taiwan - 2.3%

Acer, Inc. (a)

19,000

14,700

Advanced Semiconductor Engineering, Inc.

41,916

31,634

Advantech Co. Ltd.

2,000

6,915

Common Stocks - continued

Shares

Value

Taiwan - continued

Asia Cement Corp.

12,360

$ 15,402

ASUSTeK Computer, Inc.

5,000

53,578

AU Optronics Corp. (a)

58,000

21,959

Capital Securities Corp.

6,090

2,027

Catcher Technology Co. Ltd.

4,000

17,391

Cathay Financial Holding Co. Ltd.

49,750

49,988

Chang Hwa Commercial Bank

31,540

15,927

Cheng Shin Rubber Industry Co. Ltd.

13,260

33,184

Cheng Uei Precision Industries Co. Ltd.

3,029

6,709

Chicony Electronics Co. Ltd.

4,070

8,931

Chimei Innolux Corp. (a)

37,297

13,918

China Airlines Ltd. (a)

22,490

8,777

China Development Finance Holding Corp.

88,800

19,852

China Life Insurance Co. Ltd.

13,563

10,587

China Motor Co. Ltd.

3,000

2,701

China Petrochemical Development Corp.

10,000

6,950

China Steel Corp.

81,960

70,428

Chinatrust Financial Holding Co. Ltd.

79,090

43,593

Chunghwa Telecom Co. Ltd.

27,000

84,487

Clevo Co. Ltd.

2,000

2,616

Compal Electronics, Inc.

32,000

20,157

CTCI Corp.

5,000

9,945

Delta Electronics, Inc.

13,000

44,416

E Ink Holdings, Inc.

5,000

4,023

E Sun Financial Holdings Co. Ltd.

24,150

12,112

Epistar Corp.

6,000

9,552

Eternal Chemical Co. Ltd.

4,000

3,115

EVA Airways Corp.

10,400

6,035

Evergreen Marine Corp. (Taiwan) (a)

10,000

5,152

Everlight Electronics Co. Ltd.

2,000

2,088

Far Eastern Department Stores Co. Ltd.

8,160

7,682

Far Eastern Textile Ltd.

21,510

22,276

Far EasTone Telecommunications Co. Ltd.

12,000

27,689

Farglory Land Development Co. Ltd.

2,000

3,362

Feng Hsin Iron & Steel Co.

3,000

4,745

First Financial Holding Co. Ltd.

45,040

25,596

Formosa Chemicals & Fibre Corp.

22,000

52,119

Formosa Petrochemical Corp.

8,000

23,280

Formosa Plastics Corp.

28,000

76,303

Formosa Taffeta Co. Ltd.

6,000

5,289

Foxconn Technology Co. Ltd.

5,200

18,069

Fubon Financial Holding Co. Ltd.

40,398

41,491

Common Stocks - continued

Shares

Value

Taiwan - continued

Giant Manufacturing Co. Ltd.

2,000

$ 10,339

Highwealth Construction Corp.

3,000

4,165

HIWIN Technologies Corp.

1,050

6,758

Hon Hai Precision Industry Co. Ltd. (Foxconn)

71,000

215,601

Hotai Motor Co. Ltd.

2,000

14,242

HTC Corp.

5,000

36,118

Hua Nan Financial Holdings Co. Ltd.

38,527

20,246

Inotera Memories, Inc. (a)

12,000

1,631

Inventec Corp.

17,280

5,910

Kinsus Interconnect Technology Corp.

2,000

5,498

Largan Precision Co. Ltd.

1,000

21,294

Lee Chang Yung Chemical Industry Corp.

3,216

3,325

LITE-ON Technology Corp.

14,055

17,900

Macronix International Co. Ltd.

29,607

7,703

MediaTek, Inc.

8,000

88,874

Mega Financial Holding Co. Ltd.

56,690

41,241

Motech Industries, Inc. (a)

1,000

770

Nan Ya Plastics Corp.

34,000

59,945

Nan Ya Printed Circuit Board Corp.

1,000

1,149

Nankang Rubber Tire Co. Ltd.

5,469

6,328

Novatek Microelectronics Corp.

4,000

15,063

Pegatron Corp. (a)

10,000

12,633

Phison Electronics Corp.

1,000

7,686

Pou Chen Corp.

17,000

17,198

Powertech Technology, Inc.

5,000

7,771

President Chain Store Corp.

4,000

19,788

Quanta Computer, Inc.

18,000

41,164

Radiant Opto-Electronics Corp.

3,060

12,728

Realtek Semiconductor Corp.

4,020

7,569

Richtek Technology Corp.

1,000

5,443

Ruentex Development Co. Ltd.

4,000

6,710

Ruentex Industries Ltd.

3,146

7,098

Shin Kong Financial Holding Co. Ltd. (a)

40,000

10,366

Siliconware Precision Industries Co. Ltd.

22,000

21,380

SIMPLO Technology Co. Ltd.

2,200

10,846

Sino-American Silicon Products, Inc.

3,000

2,896

Sinopac Holdings Co.

45,821

17,726

Standard Foods Corp.

1,240

3,180

Synnex Technology International Corp.

8,000

16,926

Taishin Financial Holdings Co. Ltd.

44,970

16,088

Taiwan Business Bank

22,320

6,212

Taiwan Cement Corp.

23,000

29,488

Common Stocks - continued

Shares

Value

Taiwan - continued

Taiwan Cooperative Financial Holding Co. Ltd.

32,206

$ 16,759

Taiwan Fertilizer Co. Ltd.

5,000

11,914

Taiwan Glass Industry Corp.

5,225

5,000

Taiwan Mobile Co. Ltd.

11,600

40,507

Taiwan Semiconductor Manufacturing Co. Ltd.

176,000

536,328

TECO Electric & Machinery Co. Ltd.

14,000

9,514

Transcend Information, Inc.

1,000

2,516

Tripod Technology Corp.

4,000

7,737

TSRC Corp.

3,200

6,529

Tung Ho Steel Enterprise Corp.

7,000

6,638

U-Ming Marine Transport Corp.

2,000

3,033

Unified-President Enterprises Corp.

29,540

52,183

Unimicron Technology Corp.

10,000

10,236

United Microelectronics Corp.

86,000

31,891

Walsin Lihwa Corp. (a)

17,000

4,656

Wan Hai Lines Ltd. (a)

6,000

2,937

Wintek Corp. (a)

8,000

3,163

Wistron Corp.

16,600

15,941

WPG Holding Co. Ltd.

11,000

13,293

Yang Ming Marine Transport Corp.

8,000

3,122

Yuanta Financial Holding Co. Ltd.

57,190

25,844

Yulon Motor Co. Ltd.

6,000

10,496

TOTAL TAIWAN

2,651,983

Thailand - 0.5%

Advanced Info Service PCL

800

5,152

Advanced Info Service PCL (For. Reg.)

5,600

36,061

Bangkok Bank Public Co. Ltd.

3,800

22,426

Bangkok Bank Public Co. Ltd. (For. Reg.)

6,300

37,180

Bank of Ayudhya PCL

4,000

3,880

Bank of Ayudhya PCL (For. Reg.)

11,000

10,670

Banpu PCL (For. Reg.)

750

9,586

BEC World PCL (For. Reg.)

6,400

12,312

C.P. ALL PCL

5,100

6,610

C.P. ALL PCL (For. Reg.)

26,400

34,216

Charoen Pokphand Foods PCL

3,800

4,367

Charoen Pokphand Foods PCL (For. Reg.)

18,400

21,148

Glow Energy PCL (For. Reg.)

3,200

7,460

Indorama Ventures PCL (For. Reg.)

8,300

7,239

IRPC Public Co. Ltd. (For. Reg.)

58,700

8,230

Kasikornbank PCL

4,600

26,997

Kasikornbank PCL (For. Reg.)

8,900

52,233

Common Stocks - continued

Shares

Value

Thailand - continued

Krung Thai Bank PCL (For. Reg.)

26,255

$ 15,494

PTT Exploration and Production PCL

1,000

5,412

PTT Exploration and Production PCL (For. Reg.)

7,400

40,052

PTT Global Chemical PCL

2,100

4,177

PTT Global Chemical PCL (For. Reg.)

10,139

20,166

PTT PCL

800

8,295

PTT PCL (For. Reg.)

5,400

55,990

Siam Cement PCL

900

12,207

Siam Cement PCL (For. Reg.)

2,300

31,197

Siam Commercial Bank PCL

1,700

8,924

Siam Commercial Bank PCL (For. Reg.)

9,600

50,395

Thai Oil PCL (For. Reg.)

5,700

12,405

TOTAL THAILAND

570,481

Turkey - 0.4%

Akbank T.A.S.

12,746

61,437

Anadolu Efes Biracilik Ve Malt Sanayii A/S

1,485

22,285

Arcelik A/S

1,550

10,247

Asya Katilim Bankasi A/S (a)

3,321

3,724

Bim Birlesik Magazalar A/S JSC

753

34,972

Coca-Cola Icecek A/S

406

7,882

Emlak Konut Gayrimenkul Yatirim Ortakligi A/S

5,184

7,722

Enka Insaat ve Sanayi A/S

2,317

6,153

Eregli Demir ve Celik Fabrikalari T.A.S.

7,675

9,120

Ford Otomotiv Sanayi A/S

678

6,960

Haci Omer Sabanci Holding A/S

6,104

32,214

Koc Holding A/S

4,832

22,698

Koza Altin Isletmeleri A/S

200

4,351

TAV Havalimanlari Holding A/S

1,501

7,453

Turk Hava Yollari AO (a)

3,421

7,920

Turk Sise ve Cam Fabrikalari A/S

1,740

2,543

Turk Telekomunikasyon A/S

4,159

16,242

Turkcell Iletisim Hizmet A/S (a)

5,421

33,120

Turkiye Garanti Bankasi A/S

16,300

77,840

Turkiye Halk Bankasi A/S

2,302

20,291

Turkiye Is Bankasi A/S Series C

11,071

37,675

Turkiye Petrol Rafinerile A/S

875

21,381

Turkiye Vakiflar Bankasi TAO

5,506

12,963

Yapi ve Kredi Bankasi A/S (a)

6,114

15,690

TOTAL TURKEY

482,883

Common Stocks - continued

Shares

Value

United Kingdom - 14.4%

3I Group PLC

7,049

$ 24,502

Aberdeen Asset Management PLC

6,391

33,467

Admiral Group PLC

1,418

25,354

Aggreko PLC

1,905

66,095

AMEC PLC

2,283

39,052

Anglo American PLC (United Kingdom)

9,980

306,482

Antofagasta PLC

2,852

57,852

ARM Holdings PLC

9,864

106,290

Associated British Foods PLC

2,549

56,971

AstraZeneca PLC (United Kingdom)

9,110

422,474

Aviva PLC

21,061

112,790

Babcock International Group PLC

2,492

39,330

BAE Systems PLC

23,570

118,749

Balfour Beatty PLC

4,830

24,568

Barclays PLC

83,347

308,195

BG Group PLC

24,376

451,389

BHP Billiton PLC

15,189

486,827

BP PLC

136,446

974,443

British American Tobacco PLC (United Kingdom)

14,037

696,230

British Land Co. PLC

6,086

51,905

British Sky Broadcasting Group PLC

7,850

89,816

BT Group PLC

55,931

192,212

Bunzl PLC

2,325

38,458

Burberry Group PLC

3,054

57,465

Capita Group PLC

4,650

54,253

Capital Shopping Centres Group PLC

3,738

20,087

Carnival PLC

1,272

50,667

Centrica PLC

37,045

193,751

Cobham PLC

7,852

27,243

Compass Group PLC

13,331

146,288

Croda International PLC

950

33,743

Diageo PLC

17,957

513,364

Eurasian Natural Resources Corp. PLC

1,991

10,529

Evraz PLC

2,253

8,588

Fresnillo PLC

1,265

39,174

G4S PLC (United Kingdom)

9,889

41,572

GKN PLC

11,612

38,902

GlaxoSmithKline PLC

35,984

806,310

Hammerson PLC

5,081

38,685

HSBC Holdings PLC (United Kingdom)

130,287

1,284,537

ICAP PLC

3,760

19,726

IMI PLC

2,293

35,320

Common Stocks - continued

Shares

Value

United Kingdom - continued

Imperial Tobacco Group PLC

7,153

$ 270,110

Inmarsat PLC

3,234

29,565

InterContinental Hotel Group PLC

1,869

46,242

Intertek Group PLC

1,117

50,814

Invensys PLC

6,205

22,810

Investec PLC

3,852

22,652

ITV PLC

26,555

37,089

J Sainsbury PLC

8,574

49,063

Johnson Matthey PLC

1,460

52,988

Kazakhmys PLC

1,440

16,476

Kingfisher PLC

16,837

78,659

Land Securities Group PLC

5,654

73,358

Legal & General Group PLC

41,742

90,264

Lloyds Banking Group PLC (a)

303,544

199,885

London Stock Exchange Group PLC

1,331

20,953

Lonmin PLC

1,047

8,668

Man Group PLC

13,824

17,501

Marks & Spencer Group PLC

11,638

73,959

Meggitt PLC

5,625

35,039

Melrose PLC

8,646

33,625

National Grid PLC

25,726

293,394

Next PLC

1,163

66,926

Old Mutual PLC

34,800

96,593

Pearson PLC

5,790

116,419

Prudential PLC

18,293

251,229

Reckitt Benckiser Group PLC

4,665

282,305

Reed Elsevier PLC

8,628

84,376

Rexam PLC

6,206

44,737

Rio Tinto PLC

9,631

481,130

Rolls-Royce Group PLC

13,475

185,813

Rolls-Royce Group PLC Class C

1,024,100

1,653

Royal & Sun Alliance Insurance Group PLC

26,113

47,323

Royal Bank of Scotland Group PLC (a)

14,928

66,655

Royal Dutch Shell PLC:

Class A (Netherlands)

9,256

317,308

Class A (United Kingdom)

17,350

595,326

Class B (United Kingdom)

18,915

669,070

SABMiller PLC

6,857

293,733

Sage Group PLC

9,009

45,170

Schroders PLC

840

20,659

Scottish & Southern Energy PLC

6,930

161,934

Segro PLC

5,237

20,080

Common Stocks - continued

Shares

Value

United Kingdom - continued

Serco Group PLC

3,532

$ 32,289

Severn Trent PLC

1,718

44,525

Smith & Nephew PLC

6,474

68,464

Smiths Group PLC

2,759

47,017

Standard Chartered PLC (United Kingdom)

17,355

409,877

Standard Life PLC

17,079

80,479

Tate & Lyle PLC

3,305

38,721

Tesco PLC

57,798

298,329

The Weir Group PLC

1,571

44,163

TUI Travel PLC

3,475

14,076

Tullow Oil PLC

6,455

146,251

Unilever PLC

9,201

343,227

United Utilities Group PLC

4,855

53,041

Vedanta Resources PLC

696

12,737

Vodafone Group PLC

353,706

960,537

Whitbread PLC

1,297

49,186

WM Morrison Supermarkets PLC

16,829

72,756

Xstrata PLC

15,078

238,236

TOTAL UNITED KINGDOM

16,469,119

United States of America - 0.0%

Southern Copper Corp.

1,215

46,292

TOTAL COMMON STOCKS

(Cost $104,238,309)


108,144,806

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Colombia - 0.1%

Banco Davivienda SA

574

7,082

Grupo Aval Acciones Y Val SA

10,061

7,113

Grupo de Inversiones Suramerica

618

12,719

Inversiones Argos SA

721

8,030

TOTAL COLOMBIA

34,944

Germany - 0.4%

Bayerische Motoren Werke AG (BMW) (non-vtg.)

371

20,533

Henkel AG & Co. KGaA

1,268

101,257

Porsche Automobil Holding SE (Germany)

1,096

72,762

ProSiebenSat.1 Media AG

603

16,804

Nonconvertible Preferred Stocks - continued

Shares

Value

Germany - continued

RWE AG (non-vtg.)

277

$ 11,473

Volkswagen AG

1,032

213,485

TOTAL GERMANY

436,314

Italy - 0.0%

Telecom Italia SpA (Risparmio Shares)

43,609

34,921

Korea (South) - 0.1%

Hyundai Motor Co.

154

9,435

Hyundai Motor Co. Series 2

327

21,444

LG Chemical Ltd.

86

7,690

Samsung Electronics Co. Ltd.

149

108,232

TOTAL KOREA (SOUTH)

146,801

Russia - 0.1%

AK Transneft OAO (a)

11

21,993

Sberbank (Savings Bank of the Russian Federation) (a)

19,874

41,851

Surgutneftegaz JSC

45,590

28,237

TOTAL RUSSIA

92,081

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $642,156)


745,061

Investment Companies - 0.4%

 

 

 

 

iShares MSCI Canada Index ETF
(Cost $439,666)

16,000


455,680

Government Obligations - 0.5%

 

Principal Amount

 

United States of America - 0.5%

U.S. Treasury Bills, yield at date of purchase 0.13% to 0.14% 11/23/12 to 2/28/13 (d)
(Cost $599,808)

$ 600,000


599,840

Money Market Funds - 2.9%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

2,982,747

$ 2,982,747

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(e)

300,240

300,240

TOTAL MONEY MARKET FUNDS

(Cost $3,282,987)

3,282,987

TOTAL INVESTMENT PORTFOLIO - 99.0%

(Cost $109,202,926)

113,228,374

NET OTHER ASSETS (LIABILITIES) - 1.0%

1,178,133

NET ASSETS - 100%

$ 114,406,507

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

50 NYSE E-mini MSCI EAFE Index Contracts

Dec. 2012

$ 3,796,000

$ 3,236

27 NYSE E-mini MSCI Emerging Markets Index Contracts

Dec. 2012

1,336,500

(6,747)

TOTAL EQUITY INDEX CONTRACTS

$ 5,132,500

$ (3,511)

The face value of futures purchased as a percentage of net assets is 4.5%

Security Type Abbreviations

ETF

-

Exchange Traded Fund

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Security or a portion of the security is on loan at period end.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $299,956.

(e) Investment made with cash collateral received from securities on loan.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 3,231

Fidelity Securities Lending Cash Central Fund

5,932

Total

$ 9,163

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 9,947,576

$ 8,243,837

$ 1,703,739

$ -

Consumer Staples

11,346,426

8,857,411

2,489,015

-

Energy

11,822,069

7,063,440

4,758,629

-

Financials

27,433,771

21,645,735

5,783,871

4,165

Health Care

8,023,912

4,082,946

3,940,966

-

Industrials

11,348,374

10,281,893

1,066,481

-

Information Technology

6,787,255

4,596,532

2,190,723

-

Materials

12,042,712

9,335,845

2,706,867

-

Telecommunication Services

6,124,819

3,205,231

2,919,588

-

Utilities

4,012,953

3,628,110

384,843

-

Investment Companies

455,680

455,680

-

-

Government Obligations

599,840

-

599,840

-

Money Market Funds

3,282,987

3,282,987

-

-

Total Investments in Securities:

$ 113,228,374

$ 84,679,647

$ 28,544,562

$ 4,165

Derivative Instruments:

Assets

Futures Contracts

$ 3,236

$ 3,236

$ -

$ -

Liabilities

Futures Contracts

$ (6,747)

$ (6,747)

$ -

$ -

Total Derivative Instruments:

$ (3,511)

$ (3,511)

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 15,330

Level 2 to Level 1

$ 9,421,562

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2012. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
 Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 3,236

$ (6,747)

Total Value of Derivatives

$ 3,236

$ (6,747)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Global ex U.S. Index Fund

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $281,185) - See accompanying schedule:

Unaffiliated issuers (cost $105,919,939)

$ 109,945,387

 

Fidelity Central Funds (cost $3,282,987)

3,282,987

 

Total Investments (cost $109,202,926)

 

$ 113,228,374

Cash

 

4,008

Foreign currency held at value (cost $285,123)

285,107

Receivable for fund shares sold

1,401,562

Dividends receivable

203,111

Distributions receivable from Fidelity Central Funds

1,330

Receivable from investment adviser for expense reductions

7,988

Other receivables

1,362

Total assets

115,132,842

 

 

 

Liabilities

Payable for investments purchased

$ 103,697

Payable for fund shares redeemed

242,302

Accrued management fee

17,109

Payable for daily variation margin on futures contracts

29,284

Other affiliated payables

7,135

Other payables and accrued expenses

26,568

Collateral on securities loaned, at value

300,240

Total liabilities

726,335

 

 

 

Net Assets

$ 114,406,507

Net Assets consist of:

 

Paid in capital

$ 109,037,447

Undistributed net investment income

1,461,512

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(99,943)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

4,007,491

Net Assets

$ 114,406,507

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Global ex U.S. Index Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Investor Class:
Net Asset Value, offering price and redemption price
per share ($25,551,942 ÷ 2,425,145 shares)

$ 10.54

 

 

 

Fidelity Advantage Class:
Net Asset Value, offering price and redemption price per share ($67,539,086 ÷ 6,405,456 shares)

$ 10.54

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($21,198,901 ÷ 2,009,280 shares)

$ 10.55

 

 

 

Fidelity Advantage Institutional Class:
Net Asset Value, offering price and redemption price per share ($116,578 ÷ 11,044 shares)

$ 10.56

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 2,075,748

Interest

 

566

Income from Fidelity Central Funds

 

9,163

Income before foreign taxes withheld

 

2,085,477

Less foreign taxes withheld

 

(168,787)

Total income

 

1,916,690

 

 

 

Expenses

Management fee

$ 121,983

Transfer agent fees

48,750

Independent trustees' compensation

199

Miscellaneous

97

Total expenses before reductions

171,029

Expense reductions

(60,814)

110,215

Net investment income (loss)

1,806,475

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(128,536)

Foreign currency transactions

(17,116)

Futures contracts

254,584

Swap agreements

(46,146)

 

Total net realized gain (loss)

 

62,786

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $11,311)

3,525,431

Assets and liabilities in foreign currencies

(1,459)

Futures contracts

(97,689)

Swap agreements

(35,181)

Total change in net unrealized appreciation (depreciation)

 

3,391,102

Net gain (loss)

3,453,888

Net increase (decrease) in net assets resulting from operations

$ 5,260,363

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Global ex U.S. Index Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

For the period
September 8, 2011
(commencement of
operations) to
October 31, 2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,806,475

$ 86,770

Net realized gain (loss)

62,786

(253,482)

Change in net unrealized appreciation (depreciation)

3,391,102

616,389

Net increase (decrease) in net assets resulting
from operations

5,260,363

449,677

Distributions to shareholders from net realized gain

(118,904)

-

Share transactions - net increase (decrease)

74,594,182

34,189,185

Redemption fees

31,911

93

Total increase (decrease) in net assets

79,767,552

34,638,955

 

 

 

Net Assets

Beginning of period

34,638,955

-

End of period (including undistributed net investment income of $1,461,512 and accumulated net investment loss of $136,472, respectively)

$ 114,406,507

$ 34,638,955

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Investor Class

Years ended October 31,

2012

2011 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.09

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .29

  .03

Net realized and unrealized gain (loss)

  .18

  .06

Total from investment operations

  .47

  .09

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .01

  -I

Net asset value, end of period

$ 10.54

$ 10.09

Total Return B,C

  4.81%

  .90%

Ratios to Average Net Assets E,H

 

 

Expenses before reductions

  .34%

  .34% A

Expenses net of fee waivers, if any

  .24%

  .24% A

Expenses net of all reductions

  .24%

  .24% A

Net investment income (loss)

  2.88%

  1.79% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 25,552

$ 1,790

Portfolio turnover rate F

  7%

  1% J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period September 8, 2011 (commencement of operations) to October 31, 2011.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Fidelity Advantage Class

Years ended October 31,

2012

2011 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.09

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .30

  .03

Net realized and unrealized gain (loss)

  .17

  .06

Total from investment operations

  .47

  .09

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .01

  - I

Net asset value, end of period

$ 10.54

$ 10.09

Total Return B,C

  4.81%

  .90%

Ratios to Average Net Assets E,H

 

 

Expenses before reductions

  .28%

  .28% A

Expenses net of fee waivers, if any

  .18%

  .18% A

Expenses net of all reductions

  .18%

  .18% A

Net investment income (loss)

  2.94%

  1.86% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 67,539

$ 17,715

Portfolio turnover rate F

  7%

  1% J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period September 8, 2011 (commencement of operations) to October 31, 2011.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2012

2011 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.09

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .30

  .03

Net realized and unrealized gain (loss)

  .18

  .06

Total from investment operations

  .48

  .09

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .01

  -I

Net asset value, end of period

$ 10.55

$ 10.09

Total Return B,C

  4.91%

  .90%

Ratios to Average Net Assets E,H

 

 

Expenses before reductions

  .23%

  .23% A

Expenses net of fee waivers, if any

  .13%

  .13% A

Expenses net of all reductions

  .13%

  .13% A

Net investment income (loss)

  2.99%

  1.91% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 21,199

$ 7,567

Portfolio turnover rate F

  7%

  1% J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period September 8, 2011 (commencement of operations) to October 31, 2011.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Fidelity Advantage Institutional Class

Years ended October 31,

2012

2011 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.09

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .30

  .03

Net realized and unrealized gain (loss)

  .19

  .06

Total from investment operations

  .49

  .09

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .01

  - I

Net asset value, end of period

$ 10.56

$ 10.09

Total Return B,C

  5.01%

  .90%

Ratios to Average Net Assets E,H

 

 

Expenses before reductions

  .20%

  .20% A

Expenses net of fee waivers, if any

  .10%

  .10% A

Expenses net of all reductions

  .10%

  .10% A

Net investment income (loss)

  3.03%

  1.94% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 117

$ 7,568

Portfolio turnover rate F

  7%

  1% J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period September 8, 2011 (commencement of operations) to October 31, 2011.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund (the Funds) are funds of Fidelity Salem Street Trust (the Trust) and are authorized to issue an unlimited number of shares. 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 offers Investor Class, Fidelity Advantage Class, Institutional Class and Fidelity Advantage Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. Investments in emerging markets, if applicable, can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

The Funds invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Funds' Schedules of Investments list each of the Fidelity Central Funds held as of period end, if any, as an investment of each Fund, but do not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, each Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Funds' Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Funds:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), each Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by each Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees each Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

Each Fund categorizes the inputs to valuation techniques used to value their investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value each Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. Swaps are marked-to-market daily based on valuations from third party pricing vendors or broker-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing vendors utilize matrix pricing which considers comparisons to movements in the underlying index, interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of each Fund's Schedule of Investments.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency Translation. The Funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Funds' investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Funds estimate the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, each Fund did not have any unrecognized tax benefits in the financial statements; nor is each Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on each Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund are subject to a tax imposed on capital gains by certain countries in which they invest. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Funds claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, certain foreign taxes, swap agreements, foreign currency transactions, passive foreign investment companies, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows for each Fund:

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

 

Tax cost

Gross unrealized appreciation

Gross unrealized depreciation

Net unrealized
appreciation
(depreciation) on securities and
other investments

Spartan Emerging Markets Index Fund

$ 92,401,435

$ 7,968,844

$ (4,337,128)

$ 3,631,716

Spartan Global ex U.S. Index Fund

109,401,601

8,565,908

(4,739,135)

3,826,773

The tax-based components of distributable earnings as of period end were as follows for each Fund:

 

Undistributed
ordinary
income

Undistributedlong-term
capital gain

Capital loss
carryforward

Net unrealized appreciation
(depreciation)

Spartan Emerging Markets Index Fund

$ 1,596,445

$ -

$ (2,778,562)

$ 3,631,019

Spartan Global ex U.S. Index Fund

1,531,180

25,554

-

3,823,638

Capital loss carryforwards are only available to offset future capital gains of the Funds to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

No expiration

 

Short-term

Long-term

Total
no expiration

Spartan Emerging Markets Index Fund

$ (2,778,562)

$ -

$ (2,778,562)

The tax character of distributions paid was as follows:

October 31, 2012

 

 

 

Long-term
Capital Gains

Total

Spartan Emerging Markets Index Fund

$ 144,849

$ 144,849

Spartan Global ex U.S. Index Fund

118,904

118,904

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held by investors in the Funds less than 90 days are subject to a redemption fee equal to 1.50% and 1.00% of the net asset value of shares redeemed from Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund, respectively. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Funds and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Funds' investment objective allows the Funds to enter into various types of derivative contracts, including futures contracts and swap agreements. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified instrument based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Funds used derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Funds may not achieve their objectives.

The Funds' use of derivatives increased or decreased their exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Funds are also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Funds will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Funds. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as swap transactions, the Funds attempt to reduce their exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives the Funds the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on OTC derivatives, the Funds receive collateral in the form of cash or securities once each Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Funds' custodian bank in accordance with the collateral agreements entered into between the Funds, the counterparty and the Funds' custodian bank. The Funds could experience delays and costs in gaining access to the collateral even though it is held by the Funds' custodian bank. The Funds' maximum risk of loss from counterparty credit risk related to OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Funds. The Funds may be required to pledge collateral for the benefit of the counterparties on OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however, counterparty credit risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Funds, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as shown in the Statement of Operations.

Primary Risk Exposure / Derivative Type

Net Realized
Gain (Loss)

Change in Net
Unrealized
Appreciation
(Depreciation)

Spartan Emerging Markets Index Fund

 

 

Equity Risk

 

 

Futures Contracts

$ 55,081

$ (43,928)

Swap Agreements

143,286

(309,278)

Totals (a)

$ 198,367

$ (353,206)

Spartan Global ex U.S. Index Fund

 

 

Equity Risk

 

 

Futures Contracts

$ 254,584

$ (97,689)

Swap Agreements

(46,146)

(35,181)

Totals (a)

$ 208,438

$ (132,870)

(a) A summary of the value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Schedule of Investments and is representative of activity for the period.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Funds used futures contracts to manage their exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

Any open futures contracts at period end are shown in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument at period end. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Annual Report

4. Derivative Instruments - continued

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

Swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the swap agreements at value line items. Any upfront premiums paid or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded as realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are included in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Any open swaps at period end are included in the Schedule of Investments under the caption "Swap Agreements."

Total Return Swaps. Total return swaps are agreements between counterparties to exchange cash flows, one based on a market-linked return of an individual asset or a basket of assets (i.e., an index), and the other on a fixed or floating rate. To the extent the total return of the instrument or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty. The Funds entered into total return swaps to manage their market exposure.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, are noted in the table below.

 

Purchases ($)

Sales ($)

Spartan Emerging Markets Index Fund

95,046,699

41,087,474

Spartan Global ex U.S. Index Fund

77,792,804

4,196,441

Securities received in-kind through subscriptions are noted in the table below.

 

Value of securities
Received

Spartan Global ex U.S. Index Fund

$ 10,715,382

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR and its affiliates provide the Funds with investment management related services for which the Funds pay a monthly management fee. The management fee is based on an annual rate of .25% and .20% of average net assets for Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund, respectively. Under the management contract, FMR pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense.

In addition, under an expense contract, FMR pays class-level expenses as necessary so that the total expenses do not exceed certain amounts of each class' average net assets on an annual basis with certain exceptions, as noted in the following table:

 

Investor
Class

Fidelity
Advantage
Class

Institutional Class

Fidelity
Advantage
Institutional
Class

Spartan Emerging Markets Index Fund

.46%

.35%

.28%

.25%

Spartan Global ex U.S. Index Fund

.34%

.28%

.23%

.20%

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Funds. Geode provides discretionary investment advisory services to the Funds and is paid by FMR for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Funds. FIIOC receives transfer agent fees at an annual rate of .21%, .11%, .035% and .015% of average net assets for each Fund's Investor Class, Fidelity Advantage Class, Institutional Class, and Fidelity Advantage Institutional Class, respectively. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Under the expense contract for Spartan Emerging Markets Index Fund, Investor Class, Fidelity Advantage Class and Institutional Class pay all or a portion of the transfer agent fees at an annual rate of .21%, .10% and .03% of average net assets, respectively. Fidelity Advantage Institutional Class does not pay transfer agent fees.

Under the expense contract, for Spartan Global ex U.S. Index Fund, Investor Class, Fidelity Advantage Class and Institutional Class pay a portion of the transfer agent fees at an annual rate of .14%, .08% and .03% of average net assets, respectively. Fidelity Advantage Institutional Class does not pay transfer agent fees.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, the total transfer agent fees paid by each applicable class were as follows:

Spartan Emerging Markets Index Fund

Amount

Investor Class

$ 94,076

Fidelity Advantage Class

28,045

Institutional Class

297

 

$ 122,418

Spartan Global ex U.S. Index Fund

 

Investor Class

$ 17,635

Fidelity Advantage Class

27,621

Institutional Class

3,494

 

$ 48,750

During the period, an affiliate of FMR voluntarily reimbursed Spartan Global ex U.S. Index Fund $116,869 for a transfer agent error which is included in paid in capital in the accompanying Statement of Assets and Liabilities.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Funds, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, Spartan Emerging Markets Index Fund had no interfund loans outstanding. Each applicable fund's activity in this program during the period for which loans were outstanding was as follows:

 

Borrower or
Lender

Average Loan Balance

Weighted
Average
Interest Rate

Interest
Expense

Spartan Emerging Markets Index Fund

Borrower

$ 4,280,000

.41%

$ 97

7. Committed Line of Credit.

Certain Funds participate with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

Spartan Emerging Markets Index Fund

$ 126

Spartan Global ex U.S. Index Fund

97

During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

8. Security Lending.

Certain Funds lend portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, each applicable Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Funds and any additional required collateral is delivered to the Funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on each applicable Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented on each applicable Fund's Statement of Operations as a component of income from Fidelity Central Funds. Security lending activity as of and during the period was as follows:

 

Total Security
Lending Income

Spartan Emerging Markets Index Fund

$ 116

Spartan Global ex U.S. Index Fund

5,932

9. Bank Borrowings.

Each Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. Each Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. At period end, there were no bank borrowings outstanding. Each applicable Fund's activity in this program during the period for which loans were outstanding was as follows:

 

Average Loan
Balance

Weighted Average Interest Rate

Interest
Expense

Spartan Emerging Markets Index Fund

$ 29,910,000

.63%

$ 1,047

Annual Report

10. Expense Reductions.

FMR contractually agreed to reimburse funds to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes of each applicable Fund were in reimbursement during the period:

 

Expense
Limitations*

Reimbursement
from adviser

Spartan Emerging Markets Index Fund

 

Investor Class

.33%

$ 57,821

Fidelity Advantage Class

.22%

36,265

Institutional Class

.15%

1,301

Fidelity Advantage Institutional Class

.12%

1,196

Spartan Global ex U.S. Index Fund

 

 

Investor Class

.24%

12,466

Fidelity Advantage Class

.18%

34,496

Institutional Class

.13%

11,590

Fidelity Advantage Institutional Class

.10%

2,251

* The expense limitations that will be in effect on January 1, 2013 are noted in the table below and will remain in place through December 31, 2013.

 

Expense
Limitations

Spartan Emerging Markets Index Fund

 

Investor Class

.31%

Fidelity Advantage Class

.20%

Institutional Class

.13%

Fidelity Advantage Institutional Class

.10%

Spartan Global ex U.S. Index Fund

 

Investor Class

.22%

Fidelity Advantage Class

.18%

Institutional Class

.13%

Fidelity Advantage Institutional Class

.10%

In addition, through arrangements with each applicable Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. All of the applicable expense reductions are noted in the table below.

Spartan Emerging Markets Index Fund

$ 53

Spartan Global ex U.S. Index Fund

11

Annual Report

Notes to Financial Statements - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011A

Spartan Emerging Markets Index Fund

 

 

From net realized gain

 

 

Investor Class

$ 75,627

$ -

Fidelity Advantage Class

39,940

-

Institutional Class

14,631

-

Fidelity Advantage Institutional Class

14,651

-

Total

$ 144,849

$ -

Spartan Global ex U.S. Index Fund

 

 

From net realized gain

 

 

Investor Class

$ 10,086

$ -

Fidelity Advantage Class

61,496

-

Institutional Class

23,661

-

Fidelity Advantage Institutional Class

23,661

-

Total

$ 118,904

$ -

A For the period September 8, 2011 (commencement of operations) to October 31, 2011.

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011A

2012

2011A

Spartan Emerging Markets Index Fund

 

 

 

 

Investor Class

 

 

 

 

Shares sold

8,985,035

2,000,573

$ 84,541,058

$ 17,944,136

Reinvestment of distributions

8,161

-

74,427

-

Shares redeemed

(5,916,245)

(513,183)

(56,375,691)

(4,599,752)

Net increase (decrease)

3,076,951

1,487,390

$ 28,239,794

$ 13,344,384

Fidelity Advantage Class

 

 

 

 

Shares sold

5,877,822

1,102,387

$ 56,396,023

$ 10,433,223

Reinvestment of distributions

4,293

-

39,151

-

Shares redeemed

(1,692,005)

-

(15,835,888)

-

Net increase (decrease)

4,190,110

1,102,387

$ 40,599,286

$ 10,433,223

Institutional Class

 

 

 

 

Shares sold

62,685

500,001

$ 593,633

$ 5,000,010

Reinvestment of distributions

1,604

-

14,631

-

Shares redeemed

(511,428)

-

(4,773,271)

-

Net increase (decrease)

(447,139)

500,001

$ (4,165,007)

$ 5,000,010

Annual Report

12. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011A

2012

2011A

Fidelity Advantage Institutional Class

 

 

 

 

Shares sold

7,902

500,001

$ 78,409

$ 5,000,010

Reinvestment of distributions

1,606

-

14,651

-

Shares redeemed

(501,374)

-

(4,675,011)

-

Net increase (decrease)

(491,866)

500,001

$ (4,581,951)

$ 5,000,010

Spartan Global ex U.S. Index Fund

 

 

 

 

Investor Class

 

 

 

 

Shares sold

2,777,466

928,521

$ 28,058,197

$ 9,214,235

Reinvestment of distributions

952

-

9,239

-

Shares redeemed

(530,683)

(751,111)

(5,392,759)

(7,397,542)

Net increase (decrease)

2,247,735

177,410

$ 22,674,677

$ 1,816,693

Fidelity Advantage Class

 

 

 

 

Shares sold

6,694,107

1,755,857

$ 68,329,114

$ 17,372,473

Reinvestment of distributions

6,228

-

60,478

-

Shares redeemed

(2,050,736)

-

(20,469,188)

-

Net increase (decrease)

4,649,599

1,755,857

$ 47,920,404

$ 17,372,473

Institutional Class

 

 

 

 

Shares sold

2,541,317

750,001

$ 24,281,272

$ 7,500,009

Reinvestment of distributions

2,437

-

23,661

-

Shares redeemed

(1,284,475)

-

(12,955,759)

-

Net increase (decrease)

1,259,279

750,001

$ 11,349,174

$ 7,500,009

Fidelity Advantage Institutional Class

 

 

 

 

Shares sold

-

750,001

$ -

$ 7,500,010

Reinvestment of distributions

2,437

-

23,661

-

Shares redeemed

(741,394)

-

(7,373,734)

-

Net increase (decrease)

(738,957)

750,001

$ (7,350,073)

$ 7,500,010

A For the period September 8, 2011 (commencement of operations) to October 31, 2011.

13. Other.

The Funds' organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Funds. In the normal course of business, the Funds may also enter into contracts that provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Funds. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Salem Street Trust and the Shareholders of Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund:

We have audited the accompanying statements of assets and liabilities of Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund (the Funds), each a fund of Fidelity Salem Street Trust, including the schedules of investments, as of October 31, 2012, and the related statements of operations for the year then ended, the statements of changes in net assets for the year then ended and the period from September 8, 2011 (commencement of operations) to October 31, 2011, and the financial highlights for the year then ended and the period from September 8, 2011 (commencement of operations) to October 31, 2011. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. 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 Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund as of October 31, 2012, the results of their operations for the year then ended, the changes in their net assets for the year then ended and the period from September 8, 2011 (commencement of operations) to October 31, 2011, and their financial highlights for the year then ended and the period from September 8, 2011 (commencement of operations) to October 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 20, 2012

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 207 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Funds' Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Funds' Trustees."

Annual Report

Trustees and Officers - continued

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (50)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (77)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (70)

 

Year of Election or Appointment: 2006

Mr. Gamper is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (60)

 

Year of Election or Appointment: 2010

Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (65)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C. Johnson 3d or Ms. Abigail P. Johnson.

Michael E. Kenneally (58)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (72)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (66)

 

Year of Election or Appointment: 2001

Ms. Knowles is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (73)

 

Year of Election or Appointment: 2005

Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-2012).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Annual Report

Trustees and Officers - continued

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

John R. Hebble (54)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Charles S. Morrison (51)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Morrison also serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.

Derek L. Young (48)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds. Mr. Young is also a Trustee of other investment companies advised by Strategic Advisers, Inc. (Strategic Advisers) (2012-present), President and a Director of Strategic Advisers (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

Andrew Windmueller (52)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Asset Allocation Funds. Mr. Windmueller also serves as Chief Investment Officer of Strategic Advisers, Inc. (2011-present), Chief Investment Officer for Global Asset Allocation Multi-Asset Class Strategies (2011-present), and is an employee of Fidelity Investments (2000-present).

Scott C. Goebel (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Ramon Herrera (38)

 

Year of Election or Appointment: 2012

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Herrera also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2004-present).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (45)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Stephanie J. Dorsey (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer (2011-present) and Deputy Treasurer (2008-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (43)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Gary W. Ryan (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of each fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Spartan Emerging Market Index Fund

 

 

 

 

Investor Class

12/17/12

12/14/12

$0.12200

$0.064

Fidelity Advantage Class

12/17/12

12/14/12

$0.13618

$0.064

Spartan Global ex U.S. Index Fund

 

 

 

 

Investor Class

12/17/12

12/14/12

$0.15400

$0.008

Fidelity Advantage Class

12/17/12

12/14/12

$0.16234

$0.008

The funds hereby designate as capital gain dividend the amounts noted below for the taxable year ended October 31, 2012 or, if subsequently determined to be different, the net capital gain of such year.

Spartan Global ex U.S. Index Fund

$26,670

The funds will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Spartan Emerging Markets Index Fund

Spartan Global ex U.S. Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for each fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. The Board has established three standing committees, Operations, Audit, and Governance and Nominating, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of each fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of each fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of each fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale exist and would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for each fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of each fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders in each fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that each fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in that fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the funds' investment personnel, and also considered the funds' investment objectives, strategies, and related investment philosophies. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of each fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for each fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, each fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a sector neutral investment approach for certain funds and utilizing a team of portfolio managers to manage certain sector-neutral funds; (vi) rationalizing product lines and gaining increased efficiencies through combinations of several funds with other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether each fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. As the funds recently commenced operations, the Board did not believe that it was appropriate to assign significant weight to their limited investment performance.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to each fund under the Advisory Contracts should benefit each fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered each fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the period of each fund's operations shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a TMG % of 3% would mean that 97% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which a fund's management fee ranked, is also included in the charts and considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, for a more meaningful comparison of management fees, each fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians) from the fund's management fee. In this regard, the Board considered that net management fees can vary from year to year because of differences in "fund-level" non-management expenses, and that "fund-level" non-management expenses may exceed the fund's management fee and result in a negative net management fee. The Board noted, however, that FMR does not pay transfer agent fees or other "class-level" expenses under each fund's management contract.

Annual Report

Spartan Emerging Markets Index Fund

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Spartan Global ex U.S. Index Fund

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The Board noted that each fund's hypothetical net management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for the period.

Based on its review, the Board concluded that each fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Total Expense Ratio. In its review of the total expense ratio of each class of each fund, the Board considered the fund's hypothetical net management fee as well as the fund's gross management fee. The Board also considered other "fund-level" expenses, such as pricing and bookkeeping fees and custodial, legal, and audit fees. The Board also considered other "class-level" expenses, such as transfer agent fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current total expense ratios of each class of each fund compared to competitive fund median expenses. Each class of each fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Fidelity Advantage Class, Fidelity Advantage Institutional Class, and Institutional Class of Spartan Emerging Markets Index Fund ranked below its competitive median for the period and the total expense ratio of Investor Class ranked above its competitive median for the period. The Board considered that various factors, including 12b-1 fees and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

The Board considered that current contractual arrangements for Spartan Emerging Markets Index Fund oblige FMR to pay all "class-level" expenses of each class of the fund to the extent necessary to limit total expenses, with certain exceptions, as follows: Fidelity Advantage Class: 0.35%; Fidelity Advantage Institutional Class: 0.25%; Institutional Class: 0.28%; and Investor Class: 0.46%. The Board further considered that FMR contractually agreed to reimburse Fidelity Advantage Class, Fidelity Advantage Institutional Class, Institutional Class, and Investor Class of the fund to the extent that total expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 0.22%, 0.12%, 0.15%, and 0.33% through December 31, 2012.

The Board noted that the total expense ratio of each class of Spartan Global ex U.S. Index Fund ranked below its competitive median for the period.

The Board considered that current contractual arrangements for Spartan Global ex U.S. Index Fund oblige FMR to pay all "class-level" expenses of each class of the fund to the extent necessary to limit total expenses, with certain exceptions, as follows: Fidelity Advantage Class: 0.28%; Fidelity Advantage Institutional Class: 0.20%; Institutional Class: 0.23%; and Investor Class: 0.34%. The Board further considered that FMR contractually agreed to reimburse Fidelity Advantage Class, Fidelity Advantage Institutional Class, Institutional Class, and Investor Class of the fund to the extent that total expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 0.18%, 0.10%, 0.13%, and 0.24% through December 31, 2012.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of each fund was reasonable, although Investor Class of Spartan Emerging Markets Index Fund was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing each fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for each fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the funds' business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of each fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which each fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures, including the group fee structure, and the rationale for recommending different fees among different categories of funds and classes; (vi) Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes as well as contractual waivers in place for certain funds; (vii) regulatory and industry developments, including those affecting money market funds and target date funds, and the potential impact to Fidelity; (viii) Fidelity's transfer agent fees, expenses, and services, and drivers for determining the transfer agent fee structure of different funds and classes; (ix) management fee rates charged by FMR or Fidelity entities to other Fidelity clients; (x) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that each fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research
Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Service Company, Inc.

Boston, MA

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

The Fidelity Telephone Connection

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EMX-GUX-UANN-1212
1.929359.101

Spartan® Emerging Markets Index Fund
Spartan Global ex U.S.

Index Fund
Institutional Class

Fidelity Advantage® Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Spartan® Emerging Markets Index Fund

 

 

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Investment Changes

(Click Here)

A summary of major shifts in the Fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Spartan® Global ex U.S. Index Fund

 

 

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Investment Changes

(Click Here)

A summary of major shifts in the Fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

Annual Report

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of each fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of each fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period*
May 1, 2012 to October 31, 2012

Spartan Emerging Markets Index Fund

 

 

 

 

Investor Class

.33%

 

 

 

Actual

 

$ 1,000.00

$ 989.90

$ 1.65

HypotheticalA

 

$ 1,000.00

$ 1,023.48

$ 1.68

Fidelity Advantage Class

.22%

 

 

 

Actual

 

$ 1,000.00

$ 989.90

$ 1.10

HypotheticalA

 

$ 1,000.00

$ 1,024.03

$ 1.12

Institutional Class

.15%

 

 

 

Actual

 

$ 1,000.00

$ 990.90

$ .75

HypotheticalA

 

$ 1,000.00

$ 1,024.38

$ .76

Fidelity Advantage Institutional Class

.12%

 

 

 

Actual

 

$ 1,000.00

$ 990.90

$ .60

HypotheticalA

 

$ 1,000.00

$ 1,024.53

$ .61

Spartan Global ex U.S. Index Fund

 

 

 

 

Investor Class

.24%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.50

$ 1.21

HypotheticalA

 

$ 1,000.00

$ 1,023.93

$ 1.22

Fidelity Advantage Class

.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,010.50

$ .91

HypotheticalA

 

$ 1,000.00

$ 1,024.23

$ .92

Institutional Class

.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.50

$ .66

HypotheticalA

 

$ 1,000.00

$ 1,024.48

$ .66

Fidelity Advantage Institutional Class

.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,012.50

$ .51

HypotheticalA

 

$ 1,000.00

$ 1,024.63

$ .51

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/ 366 (to reflect the one-half year period).

Annual Report

Spartan Emerging Markets Index Fund

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Life of
fund A

  Institutional Class

2.99%

-1.52%

  Fidelity Advantage® Institutional Class

2.99%

-1.52%

A From September 8, 2011.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Spartan Emerging Markets Index Fund - Institutional Class on September 8, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the FTSE® Emerging Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks gained 2.85% for the 12 months ending October 31, 2012, as measured by the FTSE® Emerging Index. After some early choppiness, the index rallied strongly in the first two months of 2012 but retreated from March through May amid renewed concerns about Europe's sovereign debt crisis and continued economic sluggishness in key countries such as China and Brazil. A general uptrend in the final five months of the period lifted the index into positive territory for the full year, despite the head wind of a generally stronger U.S. dollar. Major benchmark component Brazil was a drag on performance, falling 12%. The nation's inflation rate crept higher while economic growth ebbed, creating an unfavorable backdrop for stocks here. India's market retreated 5%, as did Russia. Conversely, Hong Kong advanced 16%, aided by rebounding shares of property developers, while South Africa added 8%, China rose roughly 5%, and Taiwan and Malaysia gained about 2% and 15%, respectively. Sentiment about Chinese stocks improved following the government's September approval of massive outlays for infrastructure projects, in hopes of halting that nation's economic slowdown. However, China's ongoing transition to new Communist Party leadership created uncertainty that kept some investors on the sidelines.

Comments from James Francis, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Spartan® Emerging Markets Index Fund: For the 12 months ending October 31, 2012, the fund's Institutional Class and Fidelity Advantage® Institutional Class shares each gained 2.99%, outpacing the benchmark FTSE® Emerging Index, which rose 2.85%. (The fund's performance relative to the index can be affected by Fidelity's methodologies for valuing certain foreign stocks and for incorporating foreign exchange rates, which differ from those used by the index.) Taiwan Semiconductor Manufacturing was a notable individual contributor. Also based in Taiwan, Hon Hai Precision Industry, a maker of components for electronic products, did well. Hong Kong telecommunication services provider China Mobile gained ground, while other absolute contributors included Companhia de Bebidas das Americas, a Brazilian beverage company, and Naspers, a South African media firm. In contrast, Brazilian energy company Petroleo Brasileiro (Petrobras) performed poorly, while another Brazil-based firm, metals and mining company Vale, encountered difficulty. Taiwanese mobile phone maker HTC's stock lost about two-thirds of its value during the period, while Russian gas distribution company Gazprom also lagged. Of final note, the fund was helped by redemption fees realized during the period.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Spartan Emerging Markets Index Fund

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

2.3

2.0

China Mobile Ltd. (Hong Kong, Wireless Telecommunication Services)

1.9

1.7

Petroleo Brasileiro SA - Petrobras (PN) (non-vtg.) (Brazil, Oil, Gas & Consumable Fuels)

1.6

1.8

China Construction Bank Corp. (H Shares) (China, Commercial Banks)

1.6

1.6

America Movil SAB de CV Series L (Mexico, Wireless Telecommunication Services)

1.4

1.7

Gazprom OAO sponsored ADR (Reg. S) (Russia, Oil, Gas & Consumable Fuels)

1.2

1.6

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Commercial Banks)

1.2

1.3

Companhia de Bebidas das Americas (AmBev) (PN) (Brazil, Beverages)

1.2

1.2

Petroleo Brasileiro SA - Petrobras (ON) (Brazil, Oil, Gas & Consumable Fuels)

1.1

1.2

Lukoil Oil Co. sponsored ADR (United Kingdom) (Russia, Oil, Gas & Consumable Fuels)

1.1

1.1

 

14.6

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.5

23.5

Energy

13.5

13.9

Materials

10.7

12.3

Telecommunication Services

9.2

9.4

Consumer Staples

8.6

7.6

Information Technology

7.1

7.3

Consumer Discretionary

5.1

4.9

Industrials

4.7

5.6

Utilities

2.8

3.4

Health Care

1.1

0.9

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

abc1290019

Brazil 15.3%

 

abc1290021

Taiwan 11.8%

 

abc1290023

China 11.6%

 

abc1290078

South Africa 9.8%

 

abc1290027

India 8.9%

 

abc1290081

Russia 6.4%

 

abc1290031

Mexico 5.9%

 

abc1290033

Malaysia 4.8%

 

abc1290035

Hong Kong 4.7%

 

abc1290037

Other 20.8%

 

abc1290164

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts and swaps, if applicable.

As of April 30, 2012

abc1290019

Brazil 17.1%

 

abc1290021

Taiwan 12.2%

 

abc1290023

China 11.9%

 

abc1290078

South Africa 10.0%

 

abc1290027

India 9.2%

 

abc1290081

Russia 6.4%

 

abc1290031

Mexico 5.6%

 

abc1290033

Malaysia 4.8%

 

abc1290035

Hong Kong 4.7%

 

abc1290037

Other 18.1%

 

abc1290176

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts and swaps, if applicable.

Annual Report

Spartan Emerging Markets Index Fund

Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 88.1%

Shares

Value

Bermuda - 0.7%

Brilliance China Automotive Holdings Ltd. (a)

66,000

$ 82,436

China Foods Ltd.

32,000

32,371

China Resources Gas Group Ltd.

16,000

35,468

CITIC Resources Holdings Ltd. (a)

66,000

10,134

Cosco Pacific Ltd.

38,567

56,930

Credicorp Ltd.

855

109,782

Credicorp Ltd. (NY Shares)

814

105,283

Kunlun Energy Co. Ltd.

88,000

163,509

Shenzhen International Holdings Ltd.

325,000

26,839

Sinofert Holdings Ltd.

54,000

11,427

TOTAL BERMUDA

634,179

Brazil - 15.3%

AES Tiete SA

1,700

16,188

AES Tiete SA (PN) (non-vtg.)

3,500

39,755

All America Latina Logistica SA

18,100

82,344

Amil Participacoes SA

4,200

63,174

Banco Bradesco SA (PN)

53,600

844,489

Banco do Brasil SA

32,000

341,419

Banco Santander SA (Brasil) unit

21,700

149,044

BM&F Bovespa SA

54,400

348,194

BR Malls Participacoes SA

12,700

166,953

Bradespar SA (PN)

6,600

97,487

Brasil Foods SA

24,000

436,621

Braskem SA (PN-A)

4,200

27,751

BTG Pactual Participations Ltd. unit

2,600

40,964

CCR SA

36,400

320,083

CCX Carvao da Colombia SA (a)

1,300

1,408

Centrais Eletricas Brasileiras SA (Electrobras)

15,400

84,542

Centrais Eletricas Brasileiras SA (Electrobras) (PN-B)

7,200

57,251

Cetip SA - Mercados Organizado

7,103

81,835

Cia.Hering SA

4,600

105,677

Cielo SA

7,220

178,629

Companhia Brasileira de Distribuicao Grupo Pao de Acucar (PN)

3,500

160,607

Companhia de Bebidas das Americas (AmBev)

5,500

184,954

Companhia de Bebidas das Americas (AmBev) (PN)

28,600

1,168,755

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP)

3,200

135,465

Companhia de Transmissao de Energia Eletrica Paulista (PN)

900

14,424

Companhia Energetica de Minas Gerais (CEMIG)

2,650

28,835

Companhia Energetica de Minas Gerais (CEMIG) (PN)

12,725

152,245

Companhia Energetica de Sao Paulo Series A

4,200

37,739

Common Stocks - continued

Shares

Value

Brazil - continued

Companhia Paranaense de Energia-Copel (PN-B)

3,400

$ 50,220

Companhia Siderurgica Nacional SA (CSN)

30,800

170,298

Cosan SA Industria e Comercio

4,600

88,215

CPFL Energia SA

8,500

98,767

Cyrela Brazil Realty SA

8,800

74,610

Duratex SA

7,800

54,265

Ecorodovias Infraestrutura e Logistica SA

4,100

35,811

Embraer SA

20,800

145,422

Energias do Brasil SA

5,900

36,892

Fibria Celulose SA (a)

6,300

53,476

Gerdau SA

4,700

34,179

Gerdau SA (PN)

24,000

209,744

Hypermarcas SA (a)

13,000

103,370

Itau Unibanco Holdings SA

7,100

92,986

Itau Unibanco Holdings SA

63,000

921,248

Itausa-Investimentos Itau SA (PN)

82,850

363,046

JBS SA (a)

25,300

81,840

Klabin SA (PN) (non-vtg.)

17,300

101,617

Light SA

1,900

20,440

Localiza Rent A Car SA

4,200

73,617

Lojas Americanas SA

6,146

46,601

Lojas Americanas SA (PN)

16,096

134,724

Lojas Renner SA

3,400

125,886

Metalurgica Gerdau SA (PN)

7,200

80,683

MMX Mineracao e Metalicos SA (a)

6,200

12,271

MPX Mineracao e Energia SA (a)

4,200

22,189

MRV Engenharia e Participacoes SA

10,000

50,713

Multiplan Empreendimentos Imobiliarios SA

2,200

64,449

Natura Cosmeticos SA

6,000

159,967

OGX Petroleo e Gas Participacoes SA (a)

35,600

82,556

Oi SA

8,000

37,813

Oi SA (PN)

32,500

130,253

OSX Brasil SA (a)

2,100

11,839

OSX Brasil SA rights 11/26/12 (a)

96

1

PDG Realty SA Empreendimentos e Participacoes

36,700

61,798

Petroleo Brasileiro SA - Petrobras:

(ON)

104,100

1,101,967

(PN) (non-vtg.)

155,100

1,588,380

Porto Seguro SA

3,200

34,032

Souza Cruz SA

12,900

168,312

Sul America SA unit

3,459

27,249

Telefonica Brasil SA

6,300

139,583

Common Stocks - continued

Shares

Value

Brazil - continued

TIM Participacoes SA

26,900

$ 95,360

Tractebel Energia SA

7,600

130,967

Ultrapar Participacoes SA

11,200

234,913

Usinas Siderurgicas de Minas Gerais SA - Usiminas

4,900

25,621

Usinas Siderurgicas de Minas Gerais SA - Usiminas (PN-A) (non-vtg.)

14,600

70,518

Vale SA

44,100

813,148

Vale SA (PN-A)

59,900

1,072,039

Weg SA

6,800

78,109

TOTAL BRAZIL

14,778,836

Cayman Islands - 0.4%

China Resources Cement Holdings Ltd.

50,000

34,000

China Resources Land Ltd.

66,000

150,734

China State Construction International Holdings Ltd.

44,000

52,402

MStar Semiconductor, Inc.

13,000

110,151

TPK Holding Co. Ltd.

6,775

85,122

TOTAL CAYMAN ISLANDS

432,409

Chile - 2.4%

AES Gener SA

61,932

36,813

Banco de Chile

980,024

146,225

Banco de Credito e Inversiones

1,177

75,833

Banco Santander Chile

2,143,046

148,096

CAP SA

3,194

110,109

Cencosud SA

28,153

153,652

Colbun SA (a)

202,138

56,396

Compania Cervecerias Unidas SA

3,190

46,410

Compania de Petroleos de Chile SA (COPEC)

14,512

208,172

CorpBanca SA

4,509,569

59,000

Embotelladora Andina SA Class B

4,559

28,805

Empresa Nacional de Electricidad SA

110,195

177,379

Empresa Nacional de Electricidad SA sponsored ADR

203

9,718

Empresa Nacional de Telecomunicaciones SA (ENTEL)

2,806

57,152

Empresas CMPC SA

45,355

173,917

Enersis SA

349,802

119,739

Enersis SA sponsored ADR

300

5,082

Lan Airlines SA

8,615

211,369

SACI Falabella

19,891

204,016

Sociedad Matriz Banco de Chile Class B

160,735

58,294

Common Stocks - continued

Shares

Value

Chile - continued

Sociedad Quimica y Minera de Chile SA:

(PN-B)

3,100

$ 179,628

(PN-B) sponsored ADR

168

9,719

TOTAL CHILE

2,275,524

China - 11.6%

Agricultural Bank China Ltd. (H Shares)

642,000

278,336

Air China Ltd. (H Shares)

60,000

42,580

Aluminum Corp. of China Ltd. (H Shares) (a)

122,000

52,847

Angang Steel Co. Ltd. (H Shares) (a)

28,000

16,800

Anhui Conch Cement Co. Ltd. (H Shares)

36,000

124,489

Anhui Expressway Co. Ltd. (H Shares)

20,000

9,600

Anhui Gujing Distillery Co. Ltd. (B Shares)

1,600

4,930

Bank Communications Co. Ltd. (H Shares)

294,000

210,161

Bank of China Ltd. (H Shares)

2,329,000

958,640

BBMG Corp. (H Shares)

30,500

26,210

Beijing Capital International Airport Co. Ltd. (H Shares)

48,000

30,906

Beijing North Star Co. Ltd. (H Shares)

26,000

5,401

Bengang Steel Plates Co. Ltd. (B Shares)

16,200

4,912

BOE Technology Group Co. Ltd. (B Shares) (a)

66,300

11,036

BYD Co. Ltd. (H Shares) (a)

14,000

27,639

Changsha Zoomlion Heavy Industry Science & Technology Development Co. Ltd. (H Shares)

39,800

53,614

China BlueChemical Ltd. (H Shares)

52,000

32,944

China CITIC Bank Corp. Ltd. (H Shares)

308,000

157,377

China Coal Energy Co. Ltd. (H Shares)

121,000

120,219

China Communications Construction Co. Ltd. (H Shares)

127,000

119,133

China Communications Services Corp. Ltd. (H Shares)

54,000

30,449

China Construction Bank Corp. (H Shares)

2,005,000

1,510,855

China Cosco Holdings Co. Ltd. (H Shares) (a)

69,000

34,277

China Eastern Airlines Corp. Ltd. (H Shares) (a)

58,000

20,148

China International Marine Containers (Group) Ltd. (B Shares)

53,000

65,241

China Life Insurance Co. Ltd. (H Shares)

207,000

608,686

China Longyuan Power Grid Corp. Ltd. (H Shares)

34,000

22,155

China Merchants Bank Co. Ltd. (H Shares)

106,000

198,048

China Merchants Property Development Co. Ltd. (B Shares)

6,900

13,978

China Minsheng Banking Corp. Ltd. (H Shares)

159,000

144,638

China Molybdenum Co. Ltd. (H Shares) (a)

32,000

13,708

China National Building Materials Co. Ltd. (H Shares)

76,000

96,887

China National Materials Co. Ltd. (H Shares)

42,000

13,169

China Oilfield Services Ltd. (H Shares)

42,000

79,664

China Pacific Insurance Group Co. Ltd. (H Shares)

65,200

204,432

Common Stocks - continued

Shares

Value

China - continued

China Petroleum & Chemical Corp. (H Shares)

468,000

$ 493,215

China Railway Construction Corp. Ltd. (H Shares)

60,500

60,109

China Railway Group Ltd. (H Shares)

124,000

63,200

China Shenhua Energy Co. Ltd. (H Shares)

95,500

406,643

China Ship Container Lines Co. Ltd. (H Shares) (a)

124,000

33,120

China Shipping Development Co. Ltd. (H Shares)

40,000

21,006

China Southern Airlines Ltd. (H Shares)

54,000

25,571

China Telecom Corp. Ltd. (H Shares)

452,000

267,426

China Vanke Co. Ltd. (B Shares)

34,900

45,527

Chongqing Changan Automobile Co. Ltd. (B Shares)

26,700

10,645

Chongqing Rural Commercial Bank Co. Ltd. (H Shares)

71,000

33,347

CITIC Securities Co. Ltd. (H Shares)

25,500

47,841

CSG Holding Co. Ltd. (B Shares)

20,900

13,187

CSR Corp. Ltd. (H Shares)

48,000

37,285

Datang International Power Generation Co. Ltd. (H Shares)

78,000

27,778

Dazhong Transport Group Co. Ltd. (B Shares)

14,300

6,850

Dongfang Electric Corp. Ltd. (H Shares)

10,800

18,088

Dongfeng Motor Group Co. Ltd. (H Shares)

72,000

89,187

Double Coin Holdings Ltd. (B Shares)

2,600

1,375

Foshan Electrical and Lighting Co. Ltd. (B Shares)

7,300

4,465

Great Wall Motor Co. Ltd. (H Shares)

28,500

78,329

Guangdong Electric Power Development Co. Ltd.

18,600

8,856

Guangdong Provincial Expressway Development Co. Ltd.
(B Shares)

14,900

4,556

Guangshen Railway Co. Ltd. (H Shares)

36,000

12,403

Guangzhou Automobile Group Co. Ltd. (H Shares)

54,000

36,998

Guangzhou Pharmaceutical Ltd. (H Shares)

6,000

11,659

Guangzhou R&F Properties Co. Ltd. (H Shares)

22,000

27,053

Guangzhou Shipyard International Ltd. (H Shares) (a)

8,000

6,018

Hainan Airlines Co. Ltd. (B Shares)

2,600

1,550

Haitong Securities Co. Ltd. (H Shares)

30,400

38,990

Harbin Power Equipment Co. Ltd. (H Shares)

14,000

11,579

Huadian Energy Co. Ltd. (B Shares) (a)

19,200

4,512

Huadian Power International Corp. Ltd. (H Shares) (a)

38,000

9,659

Huaneng Power International, Inc. (H Shares)

94,000

75,099

Industrial & Commercial Bank of China Ltd. (H Shares)

1,812,000

1,199,419

Inner Mongolia Eerduosi Resourses Co. Ltd. (B Shares)

14,000

12,292

Inner Mongolia Yitai Coal Co. Ltd.:

(B Shares)

16,481

89,558

(H Shares) (a)

7,500

40,790

Jiangling Motors Corp. Ltd. (B Shares)

900

1,737

Jiangsu Expressway Co. Ltd. (H Shares)

28,000

24,134

Common Stocks - continued

Shares

Value

China - continued

Jiangxi Copper Co. Ltd. (H Shares)

40,000

$ 103,483

Jinzhou Port Co. Ltd. (B Shares) (a)

11,000

3,751

Lianhua Supermarket Holdings Ltd. (H Shares)

14,000

11,308

Maanshan Iron & Steel Ltd. (H Shares) (a)

50,000

12,903

Metallurgical Corp. China Ltd. (H Shares) (a)

97,000

18,023

New China Life Insurance Co. Ltd. (H Shares)

11,700

38,798

PetroChina Co. Ltd. (H Shares)

586,000

795,154

PICC Property & Casualty Co. Ltd. (H Shares)

102,008

135,834

Ping An Insurance Group Co. China Ltd. (H Shares)

65,500

518,926

Shandong Chenming Paper Holdings Ltd.:

(B Shares)

16,300

6,478

(H Shares)

11,500

4,259

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

48,000

64,908

Shanghai Chlor Alkali Co. Ltd. (B Shares) (a)

12,600

5,506

Shanghai Electric Group Co. Ltd. (H Shares)

66,000

26,826

Shanghai Friendship Group, Inc. (B Shares)

4,900

5,326

Shanghai Haixin Group Co. Ltd. (B Shares) (a)

11,000

4,268

Shanghai Jin Jiang International Hotels (Group) Co. Ltd.
(B Shares)

4,000

5,352

Shanghai Jin Jiang International Industrial Investment Co. Ltd. (B Shares)

6,540

4,578

Shanghai Jinqiao Export Processing Zone Development Co. Ltd. (B Shares)

8,600

5,805

Shanghai Lujiazui Finance Trust Ltd. (B Shares)

15,700

15,543

Shanghai Pharma Holding Co. Ltd. (H Shares)

15,000

27,793

Shanghai Shangling Electric Appliances Co. Ltd. (B Shares)

7,100

7,143

Shanghai Waigaoqiao Free Trade Zone Development Co. Ltd. (B Shares)

7,417

5,051

Shanghai Zhenhua Port Machinery Co. Ltd. (B Shares) (a)

24,700

7,632

Shenzhen Chiwan Wharf Holding Ltd. (B Shares)

4,800

5,884

Shenzhen Expressway Co. (H Shares)

24,000

9,104

Sichuan Expressway Co. Ltd. (H Shares)

26,000

8,454

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

72,000

20,624

Sinopec Yizheng Chemical Fibre Co. Ltd. (H Shares)

38,000

7,992

Sinopharm Group Co. Ltd. (H Shares)

19,600

65,881

Sinotrans Ltd. (H Shares)

61,000

9,445

Tianjin Capital Environmental Protection Co. Ltd. (H Shares)

14,000

3,270

Travelsky Technology Ltd. (H Shares)

32,000

16,516

Tsingtao Brewery Co. Ltd. (H Shares)

14,000

75,690

Weichai Power Co. Ltd. (H Shares)

13,800

48,878

Weifu High-Technology Co. Ltd. (B Shares)

4,200

10,248

Weiqiao Textile Co. Ltd. (H Shares)

22,500

8,797

Wumart Stores, Inc. (H Shares)

17,000

30,183

Common Stocks - continued

Shares

Value

China - continued

Yantai Changyu Pioneer Wine Co. (B Shares)

5,020

$ 25,450

Yanzhou Coal Mining Co. Ltd. (H Shares)

56,000

83,475

Zhaojin Mining Industry Co. Ltd. (H Shares)

22,500

37,742

Zhejiang Expressway Co. Ltd. (H Shares)

46,000

33,535

Zhejiang Southeast Electric Power Co. Ltd. (B Shares)

24,900

13,571

Zhuzhou CSR Times Electric Co. Ltd. (H Shares)

15,000

44,129

Zijin Mining Group Co. Ltd. (H Shares)

170,000

68,438

ZTE Corp. (H Shares)

16,800

23,672

TOTAL CHINA

11,230,791

Colombia - 1.0%

Almacenes Exito SA

6,461

123,170

BanColombia SA:

sponsored ADR

76

4,866

(PN)

9,112

145,353

Cementos Argos SA

10,403

49,750

Corp. Financiera Colombiana SA

2,528

48,027

Ecopetrol SA

124,566

370,618

Grupo de Inversiones Suramerica

6,293

122,853

Interconexion Electrica SA ESP

8,382

45,393

Isagen SA

19,497

27,355

TOTAL COLOMBIA

937,385

Czech Republic - 0.4%

Ceske Energeticke Zavody A/S

6,027

222,210

Komercni Banka A/S

421

85,918

Telefonica Czech Rep A/S

3,667

73,037

TOTAL CZECH REPUBLIC

381,165

Egypt - 0.5%

Alexandria Mineral Oils Co.

354

4,517

Commercial International Bank Ltd.

15,058

93,612

Commercial International Bank Ltd. sponsored GDR

1,510

9,211

EFG-Hermes Holding SAE

15,045

28,872

Egyptian Kuwaiti Holding

27,023

34,049

El Ezz Steel Rebars SAE

13,312

22,214

Elsewedy Electric Co.

2,725

11,836

National Societe Generale Bank

3,468

25,815

Orascom Construction Industries SAE

2,568

107,972

Orascom Construction Industries SAE GDR

209

8,548

Orascom Telecom Holding SAE (a)

74,368

43,800

Orascom Telecom Media & Technology Holding SAE

108,153

10,616

Sidi Kerir Petrochemcials Co.

6,102

13,307

Common Stocks - continued

Shares

Value

Egypt - continued

Talaat Moustafa Group Holding (a)

43,609

$ 34,174

Telecom Egypt SAE

5,690

12,846

TOTAL EGYPT

461,389

Hong Kong - 4.7%

Beijing Enterprises Holdings Ltd.

15,500

100,099

China Agri-Industries Holdings Ltd.

42,000

26,284

China Everbright Ltd.

22,000

32,020

China Insurance International Holdings Co. Ltd. (a)

23,800

40,782

China Merchant Holdings International Co. Ltd.

34,847

115,556

China Mobile Ltd.

154,000

1,708,129

China Mobile Ltd. sponsored ADR

2,600

144,014

China Overseas Land & Investment Ltd.

112,000

293,366

China Resources Enterprise Ltd.

32,000

104,051

China Resources Power Holdings Co. Ltd.

52,000

111,380

China Unicom Ltd.

198,000

319,201

CITIC Pacific Ltd.

28,000

35,695

CNOOC Ltd.

457,000

940,495

CNOOC Ltd. sponsored ADR

400

82,220

Far East Horizon Ltd.

34,000

24,041

Franshion Properties China Ltd.

100,000

30,580

Guangdong Investment Ltd.

54,000

44,175

Lenovo Group Ltd.

218,000

175,243

Poly (Hong Kong) Investments Ltd. (a)

46,000

27,956

Shanghai Industrial Holdings Ltd.

15,000

48,193

Shenzhen Investment Ltd.

74,628

19,836

Sino-Ocean Land Holdings Ltd.

113,722

71,314

Sinotruk Hong Kong Ltd.

22,000

12,632

Yuexiu Property Co. Ltd.

196,000

53,868

TOTAL HONG KONG

4,561,130

Hungary - 0.4%

Magyar Telekom PLC

13,434

24,884

MOL Hungarian Oil and Gas PLC Series A (For. Reg.)

2,184

189,688

OTP Bank PLC

7,614

144,519

Richter Gedeon PLC

377

70,316

TOTAL HUNGARY

429,407

India - 1.2%

Adani Enterprises Ltd. (a)

2,129

8,521

Adani Power Ltd. (a)

2,900

2,598

Ambuja Cements Ltd.

1,149

4,329

Ashok Leyland Ltd.

20,233

8,818

Common Stocks - continued

Shares

Value

India - continued

Asian Paints India Ltd.

118

$ 8,490

Axis Bank Ltd.

1,357

29,826

Bajaj Auto Ltd.

287

9,689

Bank of Baroda

600

8,092

Bank of India

707

3,633

Bharat Heavy Electricals Ltd.

2,073

8,661

Bharat Petroleum Corp. Ltd.

2,037

12,779

Bharti Airtel Ltd.

5,410

27,113

Cairn India Ltd.

1,791

11,201

Canara Bank (a)

467

3,480

Cipla Ltd.

1,576

10,641

Coal India Ltd.

2,268

14,597

Colgate-Palmolive (India)

429

10,250

Dabur India Ltd.

4,153

9,598

DLF Ltd.

2,085

7,859

Dr. Reddy's Laboratories Ltd.

291

9,477

GAIL India Ltd.

1,626

10,544

GlaxoSmithKline Pharmaceuticals Ltd.

100

3,726

Glenmark Pharmaceuticals Ltd. (a)

1,036

8,247

GMR Infrastructure Ltd. (a)

13,935

5,193

Great Eastern Shipping Co. Ltd.

500

2,389

HCL Technologies Ltd.

795

8,984

HDFC Bank Ltd.

4,001

46,980

Hero Motocorp Ltd.

163

5,695

Hindalco Industries Ltd.

3,132

6,784

Hindustan Unilever Ltd.

3,012

30,599

Hindustan Zinc Ltd.

1,200

2,986

Housing Development Finance Corp. Ltd.

3,935

55,754

ICICI Bank Ltd.

1,984

38,604

IDBI Bank Ltd.

1,500

2,587

Indiabulls Financial Services Ltd.

2,000

9,291

Infosys Ltd.

2,249

98,443

Infrastructure Development Finance Co. Ltd.

5,601

16,890

ITC Ltd.

22,898

120,246

Jaiprakash Associates Ltd.

3,689

5,989

Jindal Steel & Power Ltd.

844

6,092

JSW Steel Ltd. (a)

610

8,373

Kotak Mahindra Bank Ltd. (a)

770

8,640

Larsen & Toubro Ltd.

740

22,375

Lupin Ltd. (a)

675

7,106

Mahindra & Mahindra Ltd.

968

15,912

Maruti Suzuki India Ltd.

330

8,819

Common Stocks - continued

Shares

Value

India - continued

Mphasis BFL Ltd. (a)

900

$ 6,474

Mundra Port and SEZ Ltd.

2,738

6,475

Nestle India Ltd.

108

9,434

NTPC Ltd.

4,908

15,083

Oil & Natural Gas Corp. Ltd.

7,238

36,119

Oil India Ltd.

500

4,491

Oracle Finance Services Software Ltd. (a)

100

5,390

Power Grid Corp. of India Ltd.

3,719

7,880

Reliance Capital Ltd.

883

6,268

Reliance Communication Ltd.

4,164

4,179

Reliance Industries Ltd.

6,360

95,214

Reliance Power Ltd. (a)

3,930

6,753

Rural Electrification Corp. Ltd.

2,279

9,122

Satyam Computer Services Ltd. (a)

5,508

11,179

Shriram Transport Finance Co. Ltd.

264

3,067

Siemens India Ltd.

747

9,539

State Bank of India

441

17,296

Sterlite Industries (India) Ltd.

4,276

7,876

Sun Pharmaceutical Industries Ltd.

1,169

15,082

Suzlon Energy Ltd. (a)

7,736

2,272

Tata Chemicals Ltd. (a)

1,100

6,470

Tata Consultancy Services Ltd.

1,257

30,733

Tata Motors Ltd.

3,338

15,873

Tata Power Co. Ltd.

4,421

8,714

Tata Steel Ltd.

1,562

11,386

Titan Industries Ltd.

2,209

10,646

Ultratech Cemco Ltd.

401

14,877

Union Bank of India

1,600

5,818

Unitech Ltd. (a)

14,034

6,025

United Spirits Ltd.

235

5,135

Wipro Ltd.

1,782

11,516

Zee Entertainment Enterprises Ltd. (a)

1,826

6,424

TOTAL INDIA

1,179,710

Indonesia - 3.2%

PT Adaro Energy Tbk

360,500

51,419

PT Aneka Tambang Tbk

117,500

15,658

PT Astra Agro Lestari Tbk

11,000

23,993

PT Astra International Tbk

841,500

705,262

PT Bank Central Asia Tbk

343,500

293,252

PT Bank Danamon Indonesia Tbk Series A

60,500

38,423

PT Bank Mandiri (Persero) Tbk

261,500

224,609

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Bank Negara Indonesia (Persero) Tbk

163,500

$ 65,536

PT Bank Rakyat Indonesia Tbk

334,500

257,708

PT Bumi Resources Tbk

573,500

39,407

PT Charoen Pokphand Indonesia Tbk

215,000

69,950

PT Gudang Garam Tbk

16,500

84,432

PT Indo Tambangraya Megah Tbk

10,000

42,322

PT Indocement Tunggal Prakarsa Tbk

29,000

64,612

PT Indofood Sukses Makmur Tbk

100,000

59,344

PT Indofood Sukses Makmur Tbk

36,500

27,171

PT Indosat Tbk

71,000

48,048

PT International Nickel Indonesia Tbk

69,000

19,396

PT Jasa Marga Tbk

48,000

28,985

PT Kalbe Farma Tbk

1,049,000

105,937

PT Perusahaan Gas Negara Tbk Series B

266,500

129,018

PT Semen Gresik (Persero) Tbk

81,500

126,428

PT Tambang Batubbara Bukit Asam Tbk

26,000

43,311

PT Telkomunikasi Indonesia Tbk Series B

276,000

280,321

PT Unilever Indonesia Tbk

42,000

113,909

PT United Tractors Tbk

75,500

165,856

TOTAL INDONESIA

3,124,307

Luxembourg - 0.1%

Brait SA

14,754

58,025

Malaysia - 4.8%

AirAsia Bhd

54,700

54,413

AMMB Holdings Bhd

63,000

131,957

Astro Malaysia Holdings Bhd

45,000

40,036

Axiata Group Bhd

174,300

373,663

Berjaya Sports Toto Bhd

31,900

46,499

British American Tobacco (Malaysia) Bhd

3,800

78,894

Bumi Armada Bhd

21,200

27,283

Bumiputra-Commerce Holdings Bhd

157,300

394,025

DiGi.com Bhd

163,400

284,850

Felda Global Ventures Holdings Bhd

31,400

48,244

Gamuda Bhd

54,700

64,828

Genting Bhd

75,700

219,943

Genting Malaysia Bhd

82,800

97,588

Hong Leong Bank Bhd

15,500

74,701

IHH Healthcare Bhd

63,600

68,277

IJM Corp. Bhd

35,600

58,554

IOI Corp. Bhd

131,700

218,779

Kuala Lumpur Kepong Bhd

15,800

111,108

Common Stocks - continued

Shares

Value

Malaysia - continued

Lafarge Malayan Cement Bhd

10,300

$ 32,969

Malayan Banking Bhd

168,396

499,217

Malaysia Marine and Heavy Engineering Sdn Bhd

10,500

16,650

Malaysian Plantations Bhd

31,300

41,822

Maxis Bhd

62,000

141,668

MMC Corp. Bhd

36,200

31,018

Parkson Holdings Bhd

15,300

24,361

Petronas Chemicals Group Bhd

88,900

189,708

Petronas Dagangan Bhd

8,700

63,065

Petronas Gas Bhd

22,000

141,563

PPB Group Bhd

15,500

68,493

Public Bank Bhd (For. Reg.)

29,100

151,710

RHB Capital Bhd

19,679

48,455

Sime Darby Bhd

126,000

404,557

SP Setia Bhd

19,700

23,348

Telekom Malaysia Bhd

32,500

63,805

Tenaga Nasional Bhd

39,400

89,898

UEM Land Holdings Bhd (a)

43,700

30,415

UMW Holdings Bhd

24,100

78,962

YTL Corp. Bhd

147,186

84,562

YTL Power International Bhd

71,800

38,422

TOTAL MALAYSIA

4,658,310

Mexico - 5.9%

Alfa SA de CV Series A

71,500

131,871

America Movil SAB de CV Series L

1,089,500

1,383,717

CEMEX SA de CV unit

295,004

267,428

Coca-Cola FEMSA SAB de CV Series L

12,400

158,935

Embotelladoras Arca SAB de CC

22,200

161,083

Fomento Economico Mexicano SAB de CV unit

60,600

545,743

Grupo Bimbo SAB de CV Series A

64,600

150,474

Grupo Carso SA de CV Series A1

18,000

65,146

Grupo Elektra SA de CV

1,875

77,264

Grupo Financiero Banorte SAB de CV Series O

65,000

361,139

Grupo Financiero Inbursa SAB de CV Series O

54,900

146,202

Grupo Financiero Santander Mexico SAB de CV

44,500

121,361

Grupo Mexico SA de CV Series B

109,507

350,918

Grupo Modelo SAB de CV Series C

17,400

153,350

Grupo Televisa SA de CV

80,400

365,466

Industrias Penoles SA de CV

4,450

221,701

Kimberly-Clark de Mexico SA de CV Series A

34,500

82,838

Mexichem SAB de CV

43,827

217,194

Common Stocks - continued

Shares

Value

Mexico - continued

Minera Frisco SAB de CV (a)

21,700

$ 86,359

Organizacion Soriana Sab de CV Series B

9,800

32,931

Wal-Mart de Mexico SA de CV Series V

198,000

584,746

TOTAL MEXICO

5,665,866

Morocco - 0.0%

Douja Promotion Groupe Addoha SA

3,905

28,238

Managem

49

9,030

TOTAL MOROCCO

37,268

Pakistan - 0.1%

Fauji Fertilizer Co. Ltd.

18,965

22,813

MCB Bank Ltd.

17,301

34,097

National Bank of Pakistan

18,837

8,924

Oil & Gas Development Co. Ltd.

14,117

26,809

Pakistan Petroleum Ltd.

11,661

21,040

TOTAL PAKISTAN

113,683

Peru - 0.3%

Compania de Minas Buenaventura SA

2,874

102,029

Compania de Minas Buenaventura SA sponsored ADR

2,858

102,202

Volcan Compania Minera Saa Class B

58,577

57,187

TOTAL PERU

261,418

Philippines - 1.0%

Aboitiz Equity Ventures, Inc.

60,600

71,142

Aboitiz Power Corp.

54,300

43,731

Alliance Global Group, Inc.

131,200

47,500

Ayala Corp.

4,950

53,354

Ayala Land, Inc.

155,100

88,871

Bank of the Philippine Islands (BPI)

39,230

77,315

BDO Unibank, Inc.

39,292

61,185

DMCI Holdings, Inc.

26,200

34,423

Globe Telecom, Inc.

930

25,796

Jollibee Food Corp.

9,990

25,692

Metropolitan Bank & Trust Co.

20,820

48,124

Philippine Long Distance Telephone Co.

1,265

81,374

PNOC Energy Development Corp.

267,500

43,412

San Miguel Corp.

32,070

85,130

SM Investments Corp.

5,000

97,689

SM Prime Holdings, Inc.

191,800

67,667

TOTAL PHILIPPINES

952,405

Common Stocks - continued

Shares

Value

Poland - 1.4%

Bank Handlowy w Warszawie SA

958

$ 27,891

Bank Polska Kasa Opieki SA

2,931

140,736

BRE Bank SA (a)

398

37,548

ENEA SA

3,107

14,987

Getin Noble Bank SA

25,206

13,106

ING Bank Slaski SA (a)

1,237

33,708

Jastrzebska Spolka Weglowa SA

1,129

30,695

KGHM Polska Miedz SA (Bearer)

4,079

205,442

Polish Oil & Gas Co.

49,747

61,548

Polska Grupa Energetyczna SA

20,682

112,069

Polski Koncern Naftowy Orlen SA (a)

8,864

121,605

Powszechna Kasa Oszczednosci Bank SA

17,270

193,058

Powszechny Zaklad Ubezpieczen SA

1,807

211,113

Synthos SA

12,767

21,194

Tauron Polska Energia SA

38,589

53,303

Telekomunikacja Polska SA

17,932

67,737

TVN SA

4,752

10,419

TOTAL POLAND

1,356,159

Russia - 6.3%

Aeroflot - Russian Airlines (a)

14,310

18,222

Federal Grid Co. Unified Energy System JSC (a)

7,127,650

46,462

Gazprom OAO sponsored ADR (Reg. S)

132,063

1,206,395

Inter Rao Ues JSC (a)

57,216,645

46,345

Interregional Distribution Grid Companies Holding JSC (a)

478,650

28,339

LSR Group OJSC GDR (Reg. S)

4,886

23,526

Lukoil Oil Co. sponsored ADR (United Kingdom)

17,786

1,075,164

Magnit OJSC GDR (Reg. S)

9,346

331,783

Magnitogorsk Iron & Steel Works OJSC unit (a)

3,114

13,428

Mobile TeleSystems OJSC sponsored ADR

14,142

242,394

Mosenergo AO (a)

234,037

10,313

NOMOS-BANK OJSC GDR (Reg. S) (a)

1,318

17,582

Norilsk Nickel OJSC ADR

13,047

200,141

NOVATEK OAO GDR (Reg. S)

2,489

283,746

Novolipetsk Steel OJSC GDR (Reg. S)

1,758

33,209

OGK-4 OJSC (a)

552,669

45,404

Pharmstandard OJSC unit (a)

2,170

31,899

PIK Group GDR (Reg. S) unit (a)

2,340

5,054

Raspadskaya OAO (a)

6,032

11,895

Rosneft Oil Co. OJSC GDR (Reg. S)

37,973

281,000

Rostelecom sponsored ADR

6,743

154,415

RusHydro JSC sponsored ADR

30,613

72,675

Common Stocks - continued

Shares

Value

Russia - continued

Sberbank (Savings Bank of the Russian Federation)

39,030

$ 114,257

Sberbank (Savings Bank of the Russian Federation) sponsored ADR

65,808

773,902

Severstal JSC GDR (Reg. S)

4,808

58,321

Sistema JSFC sponsored GDR

4,134

75,859

Surgutneftegaz JSC sponsored ADR

19,433

169,067

Tatneft OAO sponsored ADR

7,472

289,465

TGK-1 OAO (a)

38,530,033

7,764

TMK OAO GDR (Reg. S)

1,733

25,700

Uralkali OJSC GDR (Reg. S)

6,983

273,594

VTB Bank JSC unit

36,547

125,941

TOTAL RUSSIA

6,093,261

South Africa - 9.8%

Absa Group Ltd.

9,956

159,835

Adcock Ingram Holdings Ltd.

5,226

34,898

Aeci Ltd.

3,819

32,523

African Bank Investments Ltd.

21,194

71,668

African Rainbow Minerals Ltd.

2,495

52,227

Allied Technologies Ltd.

1,705

7,866

Anglo Platinum Ltd.

2,293

106,576

AngloGold Ashanti Ltd.

10,619

358,766

ArcelorMittal South Africa Ltd. (a)

5,150

19,838

Aspen Pharmacare Holdings Ltd.

9,258

168,703

Assore Ltd.

1,201

49,588

Aveng Ltd.

9,526

33,992

AVI Ltd.

9,793

64,582

Barloworld Ltd.

6,562

53,166

Bidvest Group Ltd.

9,140

218,152

Capital Property Fund

43,517

50,088

Capitec Bank Holdings Ltd.

1,356

29,870

Capitec Bank Holdings Ltd. rights 11/9/12 (a)

137

482

Clicks Group Ltd.

7,340

50,606

Coronation Fund Managers Ltd.

5,921

22,842

DataTec Ltd.

5,704

35,392

Discovery Holdings Ltd.

8,233

52,718

Exxaro Resources Ltd.

3,922

78,479

FirstRand Ltd.

115,781

384,305

Foschini Ltd.

6,387

92,733

Fountainhead Property Trust

27,465

25,309

Gold Fields Ltd.

20,210

251,090

Grindrod Ltd.

13,270

22,773

Common Stocks - continued

Shares

Value

South Africa - continued

Growthpoint Properties Ltd.

48,842

$ 132,996

Harmony Gold Mining Co. Ltd.

12,116

99,266

Hyprop Investments Ltd.

4,885

37,747

Illovo Sugar Ltd.

5,773

21,080

Impala Platinum Holdings Ltd.

17,491

314,693

Imperial Holdings Ltd.

5,840

132,673

Investec Ltd.

7,128

41,926

JD Group Ltd.

3,215

17,168

JSE Ltd.

2,211

17,934

Kumba Iron Ore Ltd.

2,702

168,901

Lewis Group Ltd.

2,476

19,704

Liberty Holdings Ltd.

4,319

50,096

Life Healthcare Group Holdings Ltd.

28,913

109,341

Massmart Holdings Ltd.

2,928

58,893

Mediclinic International Ltd.

11,113

60,431

MMI Holdings Ltd.

32,901

79,571

Mondi Ltd.

3,406

36,846

Mr Price Group Ltd.

6,605

102,038

MTN Group Ltd.

52,551

947,544

Murray & Roberts Holdings Ltd. (a)

14,215

36,805

Nampak Ltd.

19,755

65,845

Naspers Ltd. Class N

11,453

743,544

Nedbank Group Ltd.

7,072

145,997

Netcare Ltd.

39,842

82,711

Northam Platinum Ltd.

7,182

27,003

Palabora Mining Co. Ltd.

376

3,666

Pick 'n Pay Stores Ltd.

5,782

28,281

Pick 'n Pay Holdings Ltd.

5,919

12,677

Pretoria Portland Cement Co. Ltd.

15,506

51,844

Remgro Ltd.

13,743

235,373

Reunert Ltd.

5,976

52,643

RMB Holdings Ltd.

30,479

133,718

Royal Bafokeng Holdings (Pty) Ltd. (a)

2,132

13,057

Sanlam Ltd.

58,984

263,469

Santam Ltd.

1,162

24,257

Sappi Ltd. (a)

15,655

44,289

Sasol Ltd.

17,937

764,118

Shoprite Holdings Ltd.

15,732

323,507

Spar Group Ltd.

4,816

67,624

Standard Bank Group Ltd.

44,275

546,937

Steinhoff International Holdings Ltd.

48,849

164,170

Sun International Ltd.

3,121

34,735

Common Stocks - continued

Shares

Value

South Africa - continued

Telkom SA Ltd. (a)

9,034

$ 19,015

Tiger Brands Ltd.

3,992

126,887

Tongaat Hulett Ltd.

3,049

47,824

Truworths International Ltd.

12,795

139,303

Vodacom Group Ltd.

12,312

155,202

Wilson Bayly Holmes-Ovcon Ltd.

1,294

21,207

Woolworths Holdings Ltd.

23,328

175,956

TOTAL SOUTH AFRICA

9,529,579

Taiwan - 11.8%

Acer, Inc. (a)

77,000

59,575

Advanced Semiconductor Engineering, Inc.

206,940

156,177

Advantech Co. Ltd.

12,000

41,493

Asia Cement Corp.

71,740

89,399

ASUSTeK Computer, Inc.

21,000

225,026

AU Optronics Corp. (a)

241,000

91,243

Capital Securities Corp.

77,195

25,688

Catcher Technology Co. Ltd.

20,000

86,957

Cathay Financial Holding Co. Ltd.

233,250

234,368

Cathay Real Estate Development Co. Ltd.

35,000

16,116

Chang Hwa Commercial Bank

109,440

55,263

Cheng Shin Rubber Industry Co. Ltd.

58,380

146,100

Cheng Uei Precision Industries Co. Ltd.

11,109

24,606

Chicony Electronics Co. Ltd.

16,910

37,108

Chimei Innolux Corp. (a)

195,698

73,027

China Airlines Ltd. (a)

60,043

23,433

China Development Finance Holding Corp.

385,800

86,247

China Motor Co. Ltd.

16,000

14,406

China Steel Corp.

315,895

271,447

Chinatrust Financial Holding Co. Ltd.

343,751

189,469

Chunghwa Telecom Co. Ltd.

107,000

334,820

Compal Communications, Inc. (a)

8,000

7,135

Compal Electronics, Inc.

124,000

78,110

Coretronic Corp.

19,000

13,757

Delta Electronics, Inc.

65,000

222,082

E Sun Financial Holdings Co. Ltd.

96,150

48,223

Epistar Corp.

21,000

33,430

Eternal Chemical Co. Ltd.

21,000

16,356

EVA Airways Corp.

42,900

24,894

Evergreen Marine Corp. (Taiwan) (a)

39,000

20,094

Far Eastern International Bank

54,776

20,159

Far Eastern Textile Ltd.

109,730

113,637

Common Stocks - continued

Shares

Value

Taiwan - continued

Far EasTone Telecommunications Co. Ltd.

44,000

$ 101,527

Feng Hsin Iron & Steel Co.

20,000

31,633

First Financial Holding Co. Ltd.

177,180

100,691

Formosa Chemicals & Fibre Corp.

121,000

286,655

Formosa Petrochemical Corp.

52,000

151,318

Formosa Plastics Corp.

171,000

465,991

Formosa Taffeta Co. Ltd.

41,000

36,143

Foxconn Technology Co. Ltd.

33,450

116,233

Fubon Financial Holding Co. Ltd.

195,334

200,617

Giant Manufacturing Co. Ltd.

7,000

36,186

Hon Hai Precision Industry Co. Ltd. (Foxconn)

329,300

999,963

Hotai Motor Co. Ltd.

11,000

78,329

HTC Corp.

24,000

173,365

Hua Nan Financial Holdings Co. Ltd.

189,205

99,428

Inotera Memories, Inc. (a)

67,000

9,106

Inventec Corp.

101,865

34,838

Largan Precision Co. Ltd.

3,000

63,882

LITE-ON IT Corp.

14,069

11,800

LITE-ON Technology Corp.

59,405

75,654

Macronix International Co. Ltd.

90,101

23,443

MediaTek, Inc.

37,000

411,041

Mega Financial Holding Co. Ltd.

246,575

179,381

Nan Ya Plastics Corp.

216,000

380,828

Nan Ya Printed Circuit Board Corp.

7,000

8,040

Novatek Microelectronics Corp.

13,000

48,956

Oriental Union Chemical Corp.

14,300

15,176

Pegatron Corp. (a)

44,000

55,584

Pou Chen Corp.

83,000

83,966

President Chain Store Corp.

22,000

108,833

President Securities Corp.

25,500

13,750

Quanta Computer, Inc.

82,000

187,525

Realtek Semiconductor Corp.

11,110

20,919

Shin Kong Financial Holding Co. Ltd. (a)

168,000

43,539

Siliconware Precision Industries Co. Ltd.

85,000

82,604

Sinopac Holdings Co.

199,089

77,018

Synnex Technology International Corp.

43,000

90,976

Taishin Financial Holdings Co. Ltd.

183,148

65,522

Taiwan Business Bank

99,200

27,610

Taiwan Cement Corp.

104,000

133,338

Taiwan Cooperative Financial Holding Co. Ltd.

172,078

89,544

Taiwan Fertilizer Co. Ltd.

22,000

52,420

Taiwan Glass Industry Corp.

50,475

48,298

Common Stocks - continued

Shares

Value

Taiwan - continued

Taiwan Mobile Co. Ltd.

46,900

$ 163,773

Taiwan Secom Co.

9,000

19,165

Taiwan Semiconductor Manufacturing Co. Ltd.

662,000

2,017,322

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

10,800

171,720

Tatung Co. Ltd. (a)

71,000

16,310

TECO Electric & Machinery Co. Ltd.

56,000

38,055

Ton Yi Industrial Corp.

27,000

15,205

Transcend Information, Inc.

6,000

15,098

U-Ming Marine Transport Corp.

9,000

13,649

Unified-President Enterprises Corp.

134,340

237,314

Unimicron Technology Corp.

43,000

44,016

United Microelectronics Corp.

350,000

129,789

Vanguard International Semiconductor Corp.

18,000

11,678

Walsin Lihwa Corp. (a)

94,000

25,745

Wan Hai Lines Ltd. (a)

29,000

14,197

Waterland Financial Holdings Co. Ltd.

53,189

16,097

Winbond Electronics Corp. (a)

81,000

10,926

Wistron Corp.

54,700

52,528

Yageo Corp.

65,000

18,826

Yang Ming Marine Transport Corp.

40,900

15,962

Yuanta Financial Holding Co. Ltd.

278,570

125,886

Yuen Foong Yu Paper Manufacturing Co.

35,000

14,259

Yulon Motor Co. Ltd.

33,000

57,730

TOTAL TAIWAN

11,446,765

Thailand - 2.5%

Advanced Info Service PCL

1,200

7,727

Advanced Info Service PCL (For. Reg.)

32,100

206,709

Airports of Thailand PCL (For. Reg.)

11,600

31,014

Bangkok Bank Public Co. Ltd. (For. Reg.)

13,200

77,900

Bangkok Dusit Medical Service PCL (For. Reg.)

7,500

26,043

Bank of Ayudhya PCL

7,200

6,984

Bank of Ayudhya PCL (For. Reg.)

70,300

68,191

Banpu PCL (For. Reg.)

2,600

33,231

BEC World PCL (For. Reg.)

27,100

52,132

Big C Supercenter PCL

2,000

12,227

Big C Supercenter PCL (For. Reg.)

7,000

42,794

C.P. ALL PCL (For. Reg.)

119,400

154,749

Central Pattana PCL

3,900

9,028

Central Pattana PCL (For. Reg.)

15,100

34,956

Charoen Pokphand Foods PCL (For. Reg.)

83,500

95,969

Delta Electronics PCL (For. Reg.)

46,000

43,870

Common Stocks - continued

Shares

Value

Thailand - continued

Electricity Generating PCL (For. Reg.)

6,400

$ 27,336

Glow Energy PCL

3,900

9,092

Glow Energy PCL (For. Reg.)

13,800

32,172

Indorama Ventures PCL (For. Reg.)

34,700

30,265

IRPC Public Co. Ltd. (For. Reg.)

283,300

39,719

Kasikornbank PCL (For. Reg.)

32,400

190,153

Krung Thai Bank PCL (For. Reg.)

123,770

73,043

Land & House PCL

29,900

8,384

Land & House PCL (For. Reg.)

37,600

10,543

PTT Exploration and Production PCL (For. Reg.)

35,900

194,307

PTT Global Chemical PCL (For. Reg.)

44,939

89,380

PTT PCL

1,000

10,368

PTT PCL (For. Reg.)

22,900

237,437

Ratchaburi Electric Generating Holding PCL

12,000

21,030

Siam Cement PCL (For. Reg.)

8,100

109,866

Siam City Cement PCL (For. Reg.)

1,600

22,224

Siam Commercial Bank PCL (For. Reg.)

42,200

221,526

Siam Makro PCL (For. Reg.)

2,500

37,496

Thai Airways International PCL (For. Reg.) (a)

19,000

14,310

Thai Oil PCL

4,100

8,923

Thai Oil PCL (For. Reg.)

19,800

43,093

Thai Union Frozen Products PCL (For. Reg.)

12,080

28,359

TMB PCL (For. Reg.)

627,000

37,616

Total Access Communication PCL

12,700

35,922

Total Access Communication PCL (For. Reg.)

7,000

19,799

TOTAL THAILAND

2,455,887

Turkey - 2.0%

Akbank T.A.S.

56,017

270,007

Anadolu Efes Biracilik Ve Malt Sanayii A/S

6,149

92,278

Arcelik A/S

4,815

31,831

Bim Birlesik Magazalar A/S JSC

2,006

93,166

Coca-Cola Icecek A/S

1,865

36,208

Dogan Sirketler Grubu Holding A/S (a)

32,412

14,104

Emlak Konut Gayrimenkul Yatirim Ortakligi A/S

17,534

26,118

Enka Insaat ve Sanayi A/S

13,882

36,864

Eregli Demir ve Celik Fabrikalari T.A.S.

44,957

53,422

Ford Otomotiv Sanayi A/S

2,128

21,844

Haci Omer Sabanci Holding A/S

21,635

114,180

Koc Holding A/S

20,901

98,179

Koza Altin Isletmeleri A/S

900

19,582

Tofas Turk Otomobil Fabrikasi A/S

5,006

27,927

Common Stocks - continued

Shares

Value

Turkey - continued

Turk Hava Yollari AO (a)

25,619

$ 59,313

Turk Sise ve Cam Fabrikalari A/S

12,767

18,661

Turk Telekomunikasyon A/S

15,364

59,999

Turkcell Iletisim Hizmet A/S (a)

24,353

148,786

Turkiye Garanti Bankasi A/S

57,121

272,779

Turkiye Halk Bankasi A/S

9,985

88,013

Turkiye Is Bankasi A/S Series C

37,923

129,055

Turkiye Petrol Rafinerile A/S

3,017

73,721

Turkiye Vakiflar Bankasi TAO

36,734

86,481

Yapi ve Kredi Bankasi A/S (a)

25,667

65,868

TOTAL TURKEY

1,938,386

United Arab Emirates - 0.3%

Abu Dhabi Commercial Bank PJSC (a)

37,104

33,235

Air Arabia PJSC (a)

72,187

13,423

Aldar Properties PJSC (a)

46,751

17,310

Arabtec Holding Co. (a)

25,469

17,890

Dana Gas PJSC (a)

110,562

12,342

DP World Ltd.

6,823

80,921

Dubai Financial Market PJSC (a)

58,021

15,955

Dubai Islamic Bank Pakistan Ltd. (a)

16,694

9,181

Emaar Properties (a)

76,225

74,918

First Gulf Bank PJSC

20,003

56,910

TOTAL UNITED ARAB EMIRATES

332,085

United States of America - 0.0%

LATAM Airlines Group SA sponsored ADR

189

4,685

TOTAL COMMON STOCKS

(Cost $80,688,681)


85,330,014

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Colombia - 0.1%

Grupo Aval Acciones Y Val SA

59,634

42,159

Grupo de Inversiones Suramerica

3,244

66,766

Inversiones Argos SA

4,226

47,064

TOTAL COLOMBIA

155,989

Russia - 0.1%

AK Transneft OAO (a)

41

81,973

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $197,421)


237,962

Government Obligations - 0.2%

 

Principal Amount

Value

United States of America - 0.2%

U.S. Treasury Bills, yield at date of purchase 0.15% 4/11/13 (c)
(Cost $199,868)

$ 200,000

$ 199,877

Money Market Funds - 10.6%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)
(Cost $10,265,298)

10,265,298


10,265,298

TOTAL INVESTMENT PORTFOLIO - 99.1%

(Cost $91,351,268)

96,033,151

NET OTHER ASSETS (LIABILITIES) - 0.9%

845,917

NET ASSETS - 100%

$ 96,879,068

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

69 NYSE E-mini MSCI Emerging Markets Index Contracts

Dec. 2012

$ 3,415,500

$ (6,004)

 

The face value of futures purchased as a percentage of net assets is 3.5%

Swap Agreements

 

Expiration Date

Notional Amount

Value

Equity Total Return Swaps

Receive monthly a return equal to FTSE All World Series India TR Index and pay monthly a floating rate based on 1-month LIBOR plus a specified spread with JPMorgan Chase, Inc.

Jan. 2013

$ 7,144,087

$ (156,980)

Receive monthly a return equal to FTSE All World Series India TR Index and pay monthly a floating rate based on 1-month LIBOR with JPMorgan Chase, Inc.

Jan. 2013

525,593

(11,575)

 

$ 7,669,680

$ (168,555)

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $149,907.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 10,894

Fidelity Securities Lending Cash Central Fund

116

Total

$ 11,010

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 5,155,568

$ 5,139,695

$ 15,873

$ -

Consumer Staples

8,164,872

8,164,872

-

-

Energy

12,906,864

9,830,407

3,076,457

-

Financials

23,848,115

23,153,845

694,270

-

Health Care

1,046,250

1,036,773

9,477

-

Industrials

5,126,954

5,106,806

20,148

-

Information Technology

6,887,908

4,300,814

2,587,094

-

Materials

10,745,128

9,975,283

769,845

-

Telecommunication Services

8,558,191

5,418,134

3,140,057

-

Utilities

3,128,126

3,053,027

75,099

-

Government Obligations

199,877

-

199,877

-

Money Market Funds

10,265,298

10,265,298

-

-

Total Investments in Securities:

$ 96,033,151

$ 85,444,954

$ 10,588,197

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (6,004)

$ (6,004)

$ -

$ -

Swap Agreements

(168,555)

-

(168,555)

-

Total Derivative Instruments:

$ (174,559)

$ (6,004)

$ (168,555)

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ -

Level 2 to Level 1

$ 10,160,432

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2012. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
 Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ -

$ (6,004)

Swap Agreements (b)

-

(168,555)

Total Value of Derivatives

$ -

$ (174,559)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

(b) Value is disclosed on the Statement of Assets and Liabilities in the Swap agreements, at value line-items.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Emerging Markets Index Fund

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $81,085,970)

$ 85,767,853

 

Fidelity Central Funds (cost $10,265,298)

10,265,298

 

Total Investments (cost $91,351,268)

 

$ 96,033,151

Cash

 

35,401

Foreign currency held at value (cost $616,343)

615,411

Receivable for fund shares sold

454,488

Dividends receivable

57,450

Distributions receivable from Fidelity Central Funds

1,618

Receivable from investment adviser for expense reductions

9,969

Other receivables

542

Total assets

97,208,030

 

 

 

Liabilities

Payable for investments purchased

$ 29,358

Payable for fund shares redeemed

81,290

Swap agreements, at value

168,555

Accrued management fee

19,627

Payable for daily variation margin on futures contracts

16,560

Other affiliated payables

11,788

Other payables and accrued expenses

1,784

Total liabilities

328,962

 

 

 

Net Assets

$ 96,879,068

Net Assets consist of:

 

Paid in capital

$ 94,431,582

Undistributed net investment income

1,596,445

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(3,654,171)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

4,505,212

Net Assets

$ 96,879,068

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Emerging Markets Index Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Investor Class:
Net Asset Value, offering price and redemption price per share ($44,554,107 ÷ 4,564,341 shares)

$ 9.76

 

 

 

Fidelity Advantage Class:
Net Asset Value, offering price and redemption price per share ($51,727,848 ÷ 5,292,497 shares)

$ 9.77

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($517,472 ÷ 52,862 shares)

$ 9.79

 

 

 

Fidelity Advantage Institutional Class:
Net Asset Value, offering price and redemption price per share ($79,641 ÷ 8,135 shares)

$ 9.79

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 2,653,567

Interest

 

690

Income from Fidelity Central Funds

 

11,010

Income before foreign taxes withheld

 

2,665,267

Less foreign taxes withheld

 

(311,119)

Total income

 

2,354,148

 

 

 

Expenses

Management fee

$ 186,853

Transfer agent fees

122,418

Independent trustees' compensation

252

Interest

1,144

Miscellaneous

126

Total expenses before reductions

310,793

Expense reductions

(96,636)

214,157

Net investment income (loss)

2,139,991

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $16,397)

(3,805,648)

Foreign currency transactions

(97,164)

Futures contracts

55,081

Swap agreements

143,286

 

Total net realized gain (loss)

 

(3,704,445)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $1,415)

4,330,989

Assets and liabilities in foreign currencies

(18,857)

Futures contracts

(43,928)

Swap agreements

(309,278)

Total change in net unrealized appreciation (depreciation)

 

3,958,926

Net gain (loss)

254,481

Net increase (decrease) in net assets resulting from operations

$ 2,394,472

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Emerging Markets Index Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

For the period
September 8, 2011
(commencement of
operations) to
October 31, 2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 2,139,991

$ 68,400

Net realized gain (loss)

(3,704,445)

(146,087)

Change in net unrealized appreciation (depreciation)

3,958,926

546,286

Net increase (decrease) in net assets resulting
from operations

2,394,472

468,599

Distributions to shareholders from net realized gain

(144,849)

-

Share transactions - net increase (decrease)

60,092,122

33,777,627

Redemption fees

291,097

-

Total increase (decrease) in net assets

62,632,842

34,246,226

 

 

 

Net Assets

Beginning of period

34,246,226

-

End of period (including undistributed net investment income of $1,596,445 and accumulated net investment loss of $13,858, respectively)

$ 96,879,068

$ 34,246,226

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Investor Class

Years ended October 31,

2012

2011 J

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.54

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .27

  .02

Net realized and unrealized gain (loss)

  (.06) I

  (.48) I

Total from investment operations

  .21

  (.46)

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .04

  -

Net asset value, end of period

$ 9.76

$ 9.54

Total Return B,C

  2.68%

  (4.60)%

Ratios to Average Net Assets E,K

 

 

Expenses before reductions

  .46%

  .46% A

Expenses net of fee waivers, if any

  .33%

  .33% A

Expenses net of all reductions

  .33%

  .33% A

Net investment income (loss)

  2.80%

  1.76% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 44,554

$ 14,188

Portfolio turnover rate F

  62%

  -% G,H

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Amount not annualized.

H Amount represents less than 1%.

I The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

J For the period September 8, 2011 (commencement of operations) to October 31, 2011.

K Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Fidelity Advantage Class

Years ended October 31,

2012

2011 J

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.54

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .28

  .02

Net realized and unrealized gain (loss)

  (.06) I

  (.48) I

Total from investment operations

  .22

  (.46)

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capitalD

  .04

  -

Net asset value, end of period

$ 9.77

$ 9.54

Total Return B,C

  2.78%

  (4.60)%

Ratios to Average Net Assets E,K

 

 

Expenses before reductions

  .35%

  .35% A

Expenses net of fee waivers, if any

  .22%

  .22% A

Expenses net of all reductions

  .22%

  .22% A

Net investment income (loss)

  2.91%

  1.87% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 51,728

$ 10,517

Portfolio turnover rate F

  62%

  -% G,H

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Amount not annualized.

H Amount represents less than 1%.

I The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

J For the period September 8, 2011 (commencement of operations) to October 31, 2011.

K Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2012

2011 J

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.54

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .28

  .03

Net realized and unrealized gain (loss)

  (.04) I

  (.49) I

Total from investment operations

  .24

  (.46)

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .04

  -

Net asset value, end of period

$ 9.79

$ 9.54

Total Return B,C

  2.99%

  (4.60)%

Ratios to Average Net Assets E,K

 

 

Expenses before reductions

  .28%

  .28% A

Expenses net of fee waivers, if any

  .15%

  .15% A

Expenses net of all reductions

  .15%

  .15% A

Net investment income (loss)

  2.99%

  1.93% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 517

$ 4,771

Portfolio turnover rate F

  62%

  -% G,H

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Amount not annualized.

H Amount represents less than 1%.

I The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

J For the period September 8, 2011 (commencement of operations) to October 31, 2011.

K Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Fidelity Advantage Institutional Class

Years ended October 31,

2012

2011 J

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.54

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .28

  .03

Net realized and unrealized gain (loss)

  (.04) I

  (.49) I

Total from investment operations

  .24

  (.46)

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .04

  -

Net asset value, end of period

$ 9.79

$ 9.54

Total Return B,C

  2.99%

  (4.60)%

Ratios to Average Net Assets E,K

 

 

Expenses before reductions

  .25%

  .25% A

Expenses net of fee waivers, if any

  .12%

  .12% A

Expenses net of all reductions

  .12%

  .12% A

Net investment income (loss)

  3.02%

  1.96% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 80

$ 4,771

Portfolio turnover rate F

  62%

  -% G,H

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Amount not annualized.

H Amount represents less than 1%.

I The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

J For the period September 8, 2011 (commencement of operations) to October 31, 2011.

K Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Global ex U.S. Index Fund

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Life of
fund A

  Institutional Class

4.91%

5.08%

  Fidelity Advantage Institutional Class

5.01%

5.17%

A From September 8, 2011.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Spartan Global ex U.S. Index Fund - Institutional Class on September 8, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) ex USA Index performed over the same period.

abc1290178

Annual Report

Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from James Francis, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Spartan® Global ex U.S. Index Fund: For the 12 months ending October 31, 2012, the fund's Institutional Class and Fidelity Advantage® Institutional Class shares gained 4.91% and 5.01%, respectively, outpacing the benchmark MSCI® ACWI® (All Country World Index) ex USA Index. (The fund's performance relative to the index can be affected by Fidelity's methodologies for valuing certain foreign stocks and for incorporating foreign exchange rates, which differ from those used by the index.) The leading individual contributor was South Korean electronics giant Samsung Electronics. Shares of U.K. bank HSBC Holding and Swiss food products giant Nestle added value, as did European pharmaceutical companies Roche Holding and Novo Nordisk, based in Switzerland and Denmark, respectively. Of final note, the fund was helped by its exposure to equity index futures, which we used to temporarily reinvest cash to gain additional exposure to the market. The biggest individual detractor was Telefonica, Spain's leading telecommunication services company. Several technology stocks hampered results, including Japanese electronics manufacturer Canon and two leading mobile phone manufacturers, Nokia and HTC, based in Finland and Taiwan, respectively. U.K.-based natural gas company BG Group also detracted.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Spartan Global ex U.S. Index Fund

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

1.3

1.3

HSBC Holdings PLC (United Kingdom) (United Kingdom, Commercial Banks)

1.1

1.0

Novartis AG (Switzerland, Pharmaceuticals)

0.9

0.8

BP PLC (United Kingdom, Oil, Gas & Consumable Fuels)

0.9

0.9

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

0.9

0.8

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

0.8

0.9

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

0.8

0.9

BHP Billiton Ltd. (Australia, Metals & Mining)

0.7

0.8

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

0.7

0.8

Total SA (France, Oil, Gas & Consumable Fuels)

0.7

0.7

 

8.8

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.2

22.8

Materials

10.5

11.4

Energy

10.3

11.2

Industrials

9.9

9.7

Consumer Staples

9.9

10.0

Consumer Discretionary

8.2

8.3

Health Care

6.9

6.1

Information Technology

5.8

6.0

Telecommunication Services

5.2

6.0

Utilities

3.3

3.3

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

abc1290019

United Kingdom 14.4%

 

abc1290021

Japan 12.7%

 

abc1290023

Canada 7.8%

 

abc1290025

Australia 5.9%

 

abc1290027

France 5.8%

 

abc1290029

Switzerland 5.7%

 

abc1290031

Germany 5.6%

 

abc1290035

Korea (South) 3.4%

 

abc1290111

Brazil 2.8%

 

abc1290037

Other 35.9%

 

abc1290190

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts and swaps, if applicable.

As of April 30, 2012

abc1290019

United Kingdom 14.5%

 

abc1290021

Japan 13.9%

 

abc1290023

Canada 8.0%

 

abc1290025

Australia 5.7%

 

abc1290027

France 5.5%

 

abc1290029

Switzerland 5.5%

 

abc1290031

Germany 5.5%

 

abc1290035

Korea (South) 3.5%

 

abc1290111

Brazil 3.2%

 

abc1290037

Other 34.7%

 

abc1290202

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts and swaps, if applicable.

Annual Report

Spartan Global ex U.S. Index Fund

Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 94.5%

Shares

Value

Australia - 5.9%

AGL Energy Ltd.

3,931

$ 59,332

ALS Ltd.

2,556

24,596

Alumina Ltd.

17,026

16,996

Amcor Ltd.

8,712

71,444

AMP Ltd.

20,550

97,914

APA Group unit

4,780

25,603

Asciano Ltd. unit

7,139

33,793

ASX Ltd.

1,237

38,137

Australia & New Zealand Banking Group Ltd.

19,222

507,814

Bendigo & Adelaide Bank Ltd.

3,038

25,481

BHP Billiton Ltd.

23,150

819,636

Boral Ltd.

5,800

21,614

Brambles Ltd.

11,058

83,336

Caltex Australia Ltd.

1,016

17,971

Centro Retail Australia unit

9,330

20,823

CFS Retail Property Trust unit

13,543

27,484

Coca-Cola Amatil Ltd.

4,004

55,903

Cochlear Ltd.

393

29,042

Commonwealth Bank of Australia

11,426

684,959

Computershare Ltd.

3,045

27,468

Crown Ltd.

2,808

28,332

CSL Ltd.

3,688

181,846

DEXUS Property Group unit

31,085

31,784

Echo Entertainment Group Ltd.

5,711

20,808

Fortescue Metals Group Ltd.

9,780

41,421

Goodman Group unit

10,784

49,591

Harvey Norman Holdings Ltd.

3,158

6,245

Iluka Resources Ltd.

2,966

30,542

Incitec Pivot Ltd.

11,323

37,142

Insurance Australia Group Ltd.

14,801

70,522

John Fairfax Holdings Ltd.

14,372

5,893

Leighton Holdings Ltd.

1,127

20,941

Lend Lease Group unit

3,993

35,937

Lynas Corp. Ltd. (a)(c)

13,617

10,319

Macquarie Group Ltd.

2,390

79,142

Metcash Ltd.

6,122

23,259

Mirvac Group unit

24,556

38,363

National Australia Bank Ltd.

16,098

430,965

Newcrest Mining Ltd.

5,526

151,609

Orica Ltd.

2,654

69,205

Origin Energy Ltd.

7,743

91,307

OZ Minerals Ltd.

2,295

19,511

Common Stocks - continued

Shares

Value

Australia - continued

Qantas Airways Ltd. (a)

8,800

$ 12,149

QBE Insurance Group Ltd.

8,372

114,542

QR National Ltd.

12,501

48,533

Ramsay Health Care Ltd.

994

24,516

Rio Tinto Ltd.

3,102

183,349

Santos Ltd.

6,807

81,330

Sims Metal Management Ltd.

1,255

12,263

Sonic Healthcare Ltd.

2,633

35,531

SP AusNet unit

12,060

13,270

Stockland Corp. Ltd. unit

16,356

58,745

Suncorp-Metway Ltd.

9,143

89,214

Sydney Airport unit

845

2,974

Tabcorp Holdings Ltd.

5,155

15,197

Tattersall's Ltd.

9,219

26,795

Telstra Corp. Ltd.

31,490

135,329

The GPT Group unit

10,288

38,019

Toll Holdings Ltd.

4,886

22,519

Transurban Group unit

9,283

58,588

Wesfarmers Ltd.

7,231

260,988

Westfield Group unit

15,689

173,608

Westfield Retail Trust unit

21,126

67,983

Westpac Banking Corp.

21,908

580,138

Whitehaven Coal Ltd.

2,893

9,159

Woodside Petroleum Ltd.

4,756

169,832

Woolworths Ltd.

8,835

269,724

WorleyParsons Ltd.

1,418

36,313

TOTAL AUSTRALIA

6,704,638

Austria - 0.2%

Andritz AG

527

31,742

Erste Bank AG (a)

1,547

38,850

IMMOFINANZ Immobilien Anlagen AG

6,800

26,265

OMV AG

1,080

39,476

Osterreichische Elektrizitatswirtschafts AG

432

10,054

Raiffeisen International Bank-Holding AG

300

11,996

Telekom Austria AG

2,188

13,783

Vienna Insurance Group AG Wien

241

10,349

Voestalpine AG

814

25,638

TOTAL AUSTRIA

208,153

Bailiwick of Guernsey - 0.0%

Resolution Ltd.

10,246

36,095

Common Stocks - continued

Shares

Value

Bailiwick of Jersey - 0.6%

Experian PLC

7,313

$ 126,274

Glencore International PLC (c)

27,500

152,239

Petrofac Ltd.

1,894

49,025

Randgold Resources Ltd.

620

74,113

Shire PLC

3,987

112,113

Wolseley PLC

2,025

88,526

WPP PLC

8,959

115,798

TOTAL BAILIWICK OF JERSEY

718,088

Belgium - 0.7%

Ageas

1,658

42,196

Anheuser-Busch InBev SA NV

5,744

480,377

Belgacom SA

1,085

31,713

Colruyt NV

550

25,122

Delhaize Group SA

734

28,103

Groupe Bruxelles Lambert SA

553

40,827

KBC Groupe SA

1,172

27,511

Mobistar SA

235

6,217

Solvay SA Class A

434

52,180

Telenet Group Holding NV

388

17,790

UCB SA

774

45,145

Umicore SA

788

40,441

TOTAL BELGIUM

837,622

Bermuda - 0.5%

Brilliance China Automotive Holdings Ltd. (a)

20,000

24,981

Cheung Kong Infrastructure Holdings Ltd.

3,000

17,574

China Gas Holdings Ltd.

20,000

10,890

China Resources Gas Group Ltd.

6,000

13,301

China Yurun Food Group Ltd. (a)

12,000

8,795

Cosco Pacific Ltd.

12,113

17,880

Credicorp Ltd. (NY Shares)

489

63,247

First Pacific Co. Ltd.

16,000

17,817

GOME Electrical Appliances Holdings Ltd.

86,000

8,988

Haier Electronics Group Co. Ltd. (a)

7,000

8,951

Huabao International Holdings Ltd.

14,000

6,991

Kerry Properties Ltd.

5,000

24,806

Kunlun Energy Co. Ltd.

22,000

40,877

Li & Fung Ltd.

42,000

70,451

Nine Dragons Paper (Holdings) Ltd.

14,000

9,863

Noble Group Ltd.

27,000

28,997

NWS Holdings Ltd.

10,310

15,565

Common Stocks - continued

Shares

Value

Bermuda - continued

Orient Overseas International Ltd.

1,500

$ 9,484

Seadrill Ltd.

2,570

104,039

Shangri-La Asia Ltd.

12,000

23,226

Sihuan Pharmaceutical Holdings Group Ltd.

8,000

3,138

Yue Yuen Industrial (Holdings) Ltd.

6,500

22,435

TOTAL BERMUDA

552,296

Brazil - 2.8%

AES Tiete SA (PN) (non-vtg.)

700

7,951

All America Latina Logistica SA

2,800

12,738

Amil Participacoes SA

800

12,033

Anhanguera Educacional Participacoes SA

900

15,775

Banco Bradesco SA (PN)

13,700

215,849

Banco do Brasil SA

4,100

43,744

Banco do Estado Rio Grande do Sul SA

1,500

11,853

Banco Santander SA (Brasil) unit

5,500

37,776

BM&F Bovespa SA

12,700

81,288

BR Malls Participacoes SA

2,900

38,123

BR Properties SA

1,300

17,026

Bradespar SA (PN)

1,700

25,110

Brasil Foods SA

4,700

85,505

Braskem SA (PN-A)

1,100

7,268

CCR SA

6,300

55,399

Centrais Eletricas Brasileiras SA (Electrobras)

2,000

10,980

Centrais Eletricas Brasileiras SA (Electrobras) (PN-B)

1,800

14,313

Cetip SA - Mercados Organizado

1,300

14,977

Cia.Hering SA

1,100

25,271

Cielo SA

2,160

53,440

Companhia Brasileira de Distribuicao Grupo Pao de Acucar (PN)

700

32,121

Companhia de Bebidas das Americas (AmBev) (PN)

5,400

220,674

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP)

800

33,866

Companhia de Saneamento de Minas Gerais

500

11,802

Companhia de Transmissao de Energia Eletrica Paulista (PN)

200

3,205

Companhia Energetica de Minas Gerais (CEMIG) (PN)

3,450

41,277

Companhia Energetica de Sao Paulo Series A

1,300

11,681

Companhia Paranaense de Energia-Copel (PN-B)

700

10,339

Companhia Siderurgica Nacional SA (CSN)

5,200

28,752

Cosan SA Industria e Comercio

800

15,342

CPFL Energia SA

1,900

22,077

Cyrela Brazil Realty SA

2,100

17,805

Diagnosticos da America SA

1,800

11,964

Common Stocks - continued

Shares

Value

Brazil - continued

Drogasil SA

1,300

$ 14,305

Duratex SA

1,600

11,131

Ecorodovias Infraestrutura e Logistica SA

1,200

10,481

Eletropaulo Metropolitana SA (PN-B)

500

3,971

Embraer SA

4,000

27,966

Energias do Brasil SA

1,600

10,005

Fibria Celulose SA (a)

1,900

16,128

Gerdau SA (PN)

6,200

54,184

HRT Participacoes em Petroleo SA GDR (a)

900

1,361

Hypermarcas SA (a)

2,500

19,879

Itau Unibanco Holdings SA

16,300

238,355

Itausa-Investimentos Itau SA (PN)

18,160

79,577

JBS SA (a)

2,400

7,763

Klabin SA (PN) (non-vtg.)

3,400

19,971

Light SA

500

5,379

Localiza Rent A Car SA

900

15,775

Lojas Americanas SA (PN)

2,878

24,089

Lojas Renner SA

900

33,323

Marcopolo SA (PN)

1,400

8,210

Metalurgica Gerdau SA (PN)

2,000

22,412

MMX Mineracao e Metalicos SA (a)

600

1,188

MPX Mineracao e Energia SA (a)

1,400

7,396

MRV Engenharia e Participacoes SA

2,100

10,650

Multiplan Empreendimentos Imobiliarios SA

500

14,648

Multiplus SA

400

9,294

Natura Cosmeticos SA

1,300

34,659

Obrascon Huarte Lain Brasil SA

800

7,523

Odontoprev SA

2,200

11,373

OGX Petroleo e Gas Participacoes SA (a)

9,600

22,262

Oi SA

1,933

9,137

Oi SA (PN)

5,748

23,037

PDG Realty SA Empreendimentos e Participacoes

7,300

12,292

Petroleo Brasileiro SA - Petrobras:

(ON)

21,300

225,474

(PN) (non-vtg.)

30,100

308,254

Porto Seguro SA

800

8,508

Souza Cruz SA

2,700

35,228

Sul America SA unit

705

5,554

Telefonica Brasil SA

2,100

46,528

TIM Participacoes SA

6,300

22,333

Totvs SA

800

16,267

Tractebel Energia SA

1,200

20,679

Common Stocks - continued

Shares

Value

Brazil - continued

Ultrapar Participacoes SA

2,300

$ 48,241

Usinas Siderurgicas de Minas Gerais SA - Usiminas (PN-A) (non-vtg.)

2,500

12,075

Vale SA

9,300

171,480

Vale SA (PN-A)

14,300

255,929

TOTAL BRAZIL

3,211,598

Canada - 7.8%

Agnico-Eagle Mines Ltd. (Canada)

1,225

69,164

Agrium, Inc.

1,128

118,792

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

893

43,865

ARC Resources Ltd.

2,073

50,333

Athabasca Oil Corp. (a)

2,303

27,878

Bank of Montreal

4,612

272,541

Bank of Nova Scotia

7,885

428,297

Barrick Gold Corp.

7,163

289,676

Baytex Energy Corp.

848

38,590

BCE, Inc.

1,824

79,736

Bell Aliant, Inc.

486

13,197

Bombardier, Inc. Class B (sub. vtg.)

10,295

39,170

Bonavista Energy Corp.

1,262

22,631

Brookfield Asset Management, Inc. Class A

4,018

138,312

Brookfield Properties Corp.

1,977

30,444

CAE, Inc.

2,024

22,272

Cameco Corp.

2,823

54,750

Canadian Imperial Bank of Commerce

2,902

228,266

Canadian National Railway Co.

3,143

271,392

Canadian Natural Resources Ltd.

7,871

237,214

Canadian Oil Sands Ltd.

3,454

73,316

Canadian Pacific

1,222

112,418

Canadian Tire Ltd. Class A (non-vtg.)

550

39,352

Canadian Utilities Ltd. Class A (non-vtg.)

403

27,035

Catamaran Corp. (a)

1,380

64,803

Cenovus Energy, Inc.

5,400

190,480

Centerra Gold, Inc.

1,162

13,182

CGI Group, Inc. Class A (sub. vtg.) (a)

1,607

42,043

CI Financial Corp.

1,163

27,178

Crescent Point Energy Corp.

2,267

94,198

Eldorado Gold Corp.

4,843

71,572

Empire Co. Ltd. Class A (non-vtg.)

212

12,352

Enbridge, Inc.

5,336

212,318

Encana Corp.

5,267

118,656

Common Stocks - continued

Shares

Value

Canada - continued

Enerplus Corp.

1,291

$ 20,746

Fairfax Financial Holdings Ltd. (sub. vtg.)

142

52,678

Finning International, Inc.

1,287

30,218

First Quantum Minerals Ltd.

3,408

76,605

Fortis, Inc.

1,332

45,038

Franco-Nevada Corp.

1,030

59,309

George Weston Ltd.

377

24,475

Gildan Activewear, Inc.

815

27,753

Goldcorp, Inc.

5,800

262,198

Great-West Lifeco, Inc.

2,042

47,025

H&R REIT/H&R Finance Trust

600

14,496

Husky Energy, Inc.

2,429

65,787

IAMGOLD Corp.

2,682

41,623

IGM Financial, Inc.

743

29,482

Imperial Oil Ltd.

2,122

93,889

Industrial Alliance Insurance and Financial Services, Inc.

703

19,251

Inmet Mining Corp.

394

20,316

Intact Financial Corp.

925

56,727

Kinross Gold Corp.

8,144

80,890

Loblaw Companies Ltd.

799

27,696

Magna International, Inc. Class A (sub. vtg.)

1,584

70,418

Manulife Financial Corp.

12,931

159,768

MEG Energy Corp. (a)

900

32,873

Metro, Inc. Class A (sub. vtg.)

699

41,237

National Bank of Canada

1,158

89,486

New Gold, Inc. (a)

3,301

38,637

Nexen, Inc.

3,787

90,433

Onex Corp. (sub. vtg.)

654

26,324

Open Text Corp. (a)

429

23,058

Osisko Mining Corp. (a)

2,771

27,218

Pacific Rubiales Energy Corp.

2,104

49,485

Pan American Silver Corp.

1,090

23,912

Pembina Pipeline Corp.

2,042

57,104

Pengrowth Energy Corp.

3,791

22,737

Penn West Petroleum Ltd.

3,378

43,867

Potash Corp. of Saskatchewan, Inc.

6,148

247,151

Power Corp. of Canada (sub. vtg.)

2,502

60,699

Power Financial Corp.

1,779

45,920

Precision Drilling Corp. (a)

1,542

11,039

Progress Energy Resources Corp.

1,340

26,995

Research In Motion Ltd. (a)

3,497

27,731

RioCan (REIT)

1,013

27,629

Common Stocks - continued

Shares

Value

Canada - continued

Ritchie Brothers Auctioneers, Inc.

596

$ 13,218

Rogers Communications, Inc. Class B (non-vtg.)

2,799

122,862

Royal Bank of Canada

10,314

588,014

Saputo, Inc.

910

39,935

Shaw Communications, Inc. Class B

2,713

59,109

Shoppers Drug Mart Corp.

1,492

62,190

Silver Wheaton Corp.

2,528

101,879

SNC-Lavalin Group, Inc.

1,082

43,583

Sun Life Financial, Inc.

4,229

104,883

Suncor Energy, Inc.

11,166

374,753

Talisman Energy, Inc.

7,378

83,624

Teck Resources Ltd. Class B (sub. vtg.)

4,127

130,990

TELUS Corp. (non-vtg.)

1,069

68,748

The Toronto-Dominion Bank

6,524

530,608

Thomson Reuters Corp.

2,688

75,681

Tim Hortons, Inc.

371

18,431

Tim Hortons, Inc. (Canada)

746

37,033

Tourmaline Oil Corp. (a)

913

30,167

TransAlta Corp.

1,763

28,102

TransCanada Corp.

5,040

226,932

Turquoise Hill Resources Ltd. (a)

2,983

23,326

Valeant Pharmaceuticals International, Inc. (Canada) (a)

2,081

116,265

Vermilion Energy, Inc.

665

31,793

Viterra, Inc.

2,240

35,302

Yamana Gold, Inc.

5,371

108,469

TOTAL CANADA

8,971,243

Cayman Islands - 0.9%

Agile Property Holdings Ltd.

12,000

13,641

Airtac International Group

1,000

4,690

Anta Sports Products Ltd.

6,000

5,110

ASM Pacific Technology Ltd.

1,400

15,608

Belle International Holdings Ltd.

33,000

61,486

Bosideng International Holdings Ltd.

26,000

8,253

China Mengniu Dairy Co. Ltd.

9,000

27,290

China Resources Cement Holdings Ltd.

16,000

10,880

China Resources Land Ltd.

14,000

31,974

China Rongsheng Heavy Industry Group Co. Ltd.

16,500

3,555

China Shanshui Cement Group Ltd.

16,000

11,912

China State Construction International Holdings Ltd.

12,000

14,292

China ZhengTong Auto Services Holdings Ltd. (a)

7,000

4,742

China Zhongwang Holdings Ltd. (a)

16,400

6,560

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Country Garden Holdings Co. Ltd.

32,638

$ 13,097

Daphne International Holdings Ltd.

8,000

9,652

ENN Energy Holdings Ltd.

6,000

24,968

Evergrande Real Estate Group Ltd.

35,000

15,310

Foxconn International Holdings Ltd. (a)

15,000

5,226

GCL-Poly Energy Holdings Ltd.

53,000

9,437

Geely Automobile Holdings Ltd.

30,000

12,890

Golden Eagle Retail Group Ltd. (H Shares)

5,000

10,968

Hengan International Group Co. Ltd.

5,500

50,103

Hengdeli Holdings Ltd.

12,000

3,778

Intime Department Store Group Co. Ltd.

8,500

10,068

Kingboard Chemical Holdings Ltd.

5,000

14,871

Lee & Man Paper Manufacturing Ltd.

14,000

7,352

Lifestyle International Holdings Ltd.

4,000

8,547

Longfor Properties Co. Ltd.

10,500

18,534

MGM China Holdings Ltd.

6,400

11,561

MStar Semiconductor, Inc.

2,000

16,946

Parkson Retail Group Ltd.

12,000

10,157

Sands China Ltd.

16,800

63,189

Sany Heavy Equipment International Holdings Co. Ltd.

3,000

1,575

Shimao Property Holdings Ltd.

10,000

19,097

Shui On Land Ltd.

16,503

6,984

SOHO China Ltd.

17,500

11,900

Tencent Holdings Ltd.

7,300

258,089

Tingyi (Cayman Islands) Holding Corp.

14,000

41,638

TPK Holding Co. Ltd.

1,295

16,271

Uni-President China Holdings Ltd.

8,000

10,064

Veripos (a)

128

370

Want Want China Holdings Ltd.

42,000

57,445

Wynn Macau Ltd.

11,200

31,721

Yingde Gases Group Co. Ltd.

6,500

6,164

Zhen Ding Technology Holding Ltd.

1,050

2,775

Zhongsheng Group Holdings Ltd. Class H

3,500

4,525

TOTAL CAYMAN ISLANDS

1,005,265

Chile - 0.4%

AES Gener SA

15,011

8,923

Aguas Andinas SA

18,563

12,458

Banco de Chile

126,256

18,838

Banco de Credito e Inversiones

235

15,141

Banco Santander Chile

473,310

32,708

CAP SA

534

18,409

Common Stocks - continued

Shares

Value

Chile - continued

Cencosud SA

7,124

$ 38,881

Colbun SA (a)

50,486

14,086

Compania Cervecerias Unidas SA

739

10,751

Compania de Petroleos de Chile SA (COPEC)

3,263

46,807

CorpBanca SA

776,453

10,159

E-CL SA

3,997

9,769

Empresa Nacional de Electricidad SA

23,320

37,538

Empresa Nacional de Telecomunicaciones SA (ENTEL)

912

18,575

Empresas CMPC SA

8,019

30,749

Enersis SA

93,082

31,862

Lan Airlines SA

1,912

46,911

SACI Falabella

3,421

35,088

Sociedad Quimica y Minera de Chile SA (PN-B)

647

37,490

Vina Concha y Toro SA

3,049

6,166

TOTAL CHILE

481,309

China - 2.3%

Agricultural Bank China Ltd. (H Shares)

153,000

66,332

Air China Ltd. (H Shares)

12,000

8,516

Aluminum Corp. of China Ltd. (H Shares) (a)

26,000

11,263

Angang Steel Co. Ltd. (H Shares) (a)

6,000

3,600

Anhui Conch Cement Co. Ltd. (H Shares)

8,500

29,393

AviChina Industry & Technology Co. Ltd.

12,000

4,924

Bank Communications Co. Ltd. (H Shares)

50,000

35,742

Bank of China Ltd. (H Shares)

537,000

221,035

BBMG Corp. (H Shares)

6,500

5,586

Beijing Capital International Airport Co. Ltd. (H Shares)

12,000

7,726

BYD Co. Ltd. (H Shares) (a)

3,000

5,923

Changsha Zoomlion Heavy Industry Science & Technology Development Co. Ltd. (H Shares)

9,000

12,124

China BlueChemical Ltd. (H Shares)

12,000

7,603

China CITIC Bank Corp. Ltd. (H Shares)

52,000

26,570

China Coal Energy Co. Ltd. (H Shares)

30,000

29,806

China Communications Construction Co. Ltd. (H Shares)

32,000

30,018

China Communications Services Corp. Ltd. (H Shares)

20,000

11,277

China Construction Bank Corp. (H Shares)

516,000

388,828

China Cosco Holdings Co. Ltd. (H Shares) (a)

15,500

7,700

China International Marine Containers (Group) Ltd. (B Shares)

4,500

5,539

China Life Insurance Co. Ltd. (H Shares)

53,000

155,847

China Longyuan Power Grid Corp. Ltd. (H Shares)

14,000

9,123

China Merchants Bank Co. Ltd. (H Shares)

28,000

52,315

China Minsheng Banking Corp. Ltd. (H Shares)

37,000

33,658

Common Stocks - continued

Shares

Value

China - continued

China National Building Materials Co. Ltd. (H Shares)

22,000

$ 28,046

China Oilfield Services Ltd. (H Shares)

10,000

18,968

China Pacific Insurance Group Co. Ltd. (H Shares)

14,000

43,896

China Petroleum & Chemical Corp. (H Shares)

120,000

126,465

China Railway Construction Corp. Ltd. (H Shares)

13,000

12,916

China Railway Group Ltd. (H Shares)

27,000

13,761

China Shenhua Energy Co. Ltd. (H Shares)

24,000

102,193

China Ship Container Lines Co. Ltd. (H Shares) (a)

25,000

6,677

China Shipping Development Co. Ltd. (H Shares)

12,000

6,302

China Southern Airlines Ltd. (H Shares)

12,000

5,683

China Telecom Corp. Ltd. (H Shares)

98,000

57,982

China Vanke Co. Ltd. (B Shares)

10,000

13,045

Chongqing Rural Commercial Bank Co. Ltd. (H Shares)

19,000

8,924

CITIC Securities Co. Ltd. (H Shares)

4,000

7,504

CSG Holding Co. Ltd. (B Shares)

4,100

2,587

CSR Corp. Ltd. (H Shares)

12,000

9,321

Datang International Power Generation Co. Ltd. (H Shares)

26,000

9,259

Dongfang Electric Corp. Ltd. (H Shares)

2,200

3,685

Dongfeng Motor Group Co. Ltd. (H Shares)

20,000

24,774

Great Wall Motor Co. Ltd. (H Shares)

7,500

20,613

Guangzhou Automobile Group Co. Ltd. (H Shares)

14,000

9,592

Guangzhou R&F Properties Co. Ltd. (H Shares)

7,600

9,345

Huaneng Power International, Inc. (H Shares)

24,000

19,174

Industrial & Commercial Bank of China Ltd. (H Shares)

465,000

307,798

Inner Mongolia Yitai Coal Co. Ltd. (B Shares)

4,500

24,453

Jiangsu Expressway Co. Ltd. (H Shares)

8,000

6,895

Jiangxi Copper Co. Ltd. (H Shares)

11,000

28,458

Metallurgical Corp. China Ltd. (H Shares) (a)

31,000

5,760

PetroChina Co. Ltd. (H Shares)

150,000

203,538

PICC Property & Casualty Co. Ltd. (H Shares)

20,601

27,432

Ping An Insurance Group Co. China Ltd. (H Shares)

13,500

106,954

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

12,000

16,227

Shanghai Electric Group Co. Ltd. (H Shares)

20,000

8,129

Shanghai Pharma Holding Co. Ltd. (H Shares)

3,400

6,300

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

10,000

2,865

Sinopharm Group Co. Ltd. (H Shares)

6,000

20,168

Tsingtao Brewery Co. Ltd. (H Shares)

2,000

10,813

Weichai Power Co. Ltd. (H Shares)

3,400

12,043

Wumart Stores, Inc. (H Shares)

4,000

7,102

Yanzhou Coal Mining Co. Ltd. (H Shares)

14,000

20,869

Zhaojin Mining Industry Co. Ltd. (H Shares)

7,500

12,581

Zhejiang Expressway Co. Ltd. (H Shares)

8,000

5,832

Common Stocks - continued

Shares

Value

China - continued

Zhuzhou CSR Times Electric Co. Ltd. (H Shares)

3,000

$ 8,826

Zijin Mining Group Co. Ltd. (H Shares)

44,000

17,713

ZTE Corp. (H Shares)

3,400

4,791

TOTAL CHINA

2,596,707

Colombia - 0.3%

Almacenes Exito SA

1,517

28,919

BanColombia SA

1,596

24,971

BanColombia SA (PN)

2,329

37,152

Cementos Argos SA

3,232

15,456

Corp. Financiera Colombiana SA

570

10,829

Ecopetrol SA

35,112

104,468

Grupo de Inversiones Suramerica

1,493

29,147

Interconexion Electrica SA ESP

3,019

16,350

Inversiones Argos SA

2,189

25,024

Isagen SA

4,862

6,821

TOTAL COLOMBIA

299,137

Czech Republic - 0.1%

Ceske Energeticke Zavody A/S

1,166

42,989

Komercni Banka A/S

110

22,449

Telefonica Czech Rep A/S

702

13,982

TOTAL CZECH REPUBLIC

79,420

Denmark - 0.8%

A.P. Moller - Maersk A/S:

Series A

5

33,117

Series B

9

62,801

Carlsberg A/S Series B

781

67,375

Coloplast A/S Series B

162

35,522

Danske Bank A/S (a)

4,660

72,871

DSV de Sammensluttede Vognmaend A/S

1,408

31,657

Novo Nordisk A/S Series B

2,913

466,999

Novozymes A/S Series B

1,779

49,147

TDC A/S

3,544

24,415

Tryg A/S

152

9,930

William Demant Holding A/S (a)

182

15,653

TOTAL DENMARK

869,487

Egypt - 0.1%

Commercial International Bank Ltd.

4,242

26,372

EFG-Hermes Holding SAE

3,341

6,411

Egyptian Kuwaiti Holding

5,229

6,589

Common Stocks - continued

Shares

Value

Egypt - continued

National Societe Generale Bank

849

$ 6,320

Orascom Construction Industries SAE

632

26,572

Orascom Telecom Holding SAE (a)

21,113

12,435

Talaat Moustafa Group Holding (a)

7,067

5,538

Telecom Egypt SAE

2,364

5,337

TOTAL EGYPT

95,574

Finland - 0.5%

Elisa Corp. (A Shares)

1,047

22,446

Fortum Corp.

3,243

59,983

Kesko Oyj

492

15,401

Kone Oyj (B Shares)

1,103

78,988

Metso Corp.

914

32,069

Neste Oil Oyj

881

11,014

Nokia Corp. (c)

27,330

73,476

Nokian Tyres PLC

798

33,098

Orion Oyj (B Shares)

732

18,103

Pohjola Bank PLC (A Shares)

913

12,426

Sampo OYJ (A Shares)

2,995

93,866

Stora Enso Oyj (R Shares)

4,113

25,952

UPM-Kymmene Corp.

3,706

39,677

Wartsila Corp.

1,168

47,249

TOTAL FINLAND

563,748

France - 5.8%

Accor SA

1,066

33,257

Aeroports de Paris

223

17,241

Air Liquide SA

1,495

176,335

Air Liquide SA

745

87,873

Alcatel-Lucent SA (a)

16,861

17,240

Alstom SA

1,510

51,572

Arkema SA

437

39,842

Atos Origin SA

387

25,988

AXA SA

12,711

202,070

BIC SA

190

23,169

BNP Paribas SA

6,974

350,817

Bouygues SA

1,362

32,756

Bureau Veritas SA

390

41,415

Cap Gemini SA

1,052

44,220

Carrefour SA

4,147

100,192

Casino Guichard Perrachon SA

389

33,973

Christian Dior SA

381

54,692

Common Stocks - continued

Shares

Value

France - continued

CNP Assurances

974

$ 13,761

Compagnie de St. Gobain

2,794

98,467

Compagnie Generale de Geophysique SA (a)

1,112

36,201

Credit Agricole SA (a)

7,045

53,035

Danone SA

4,149

255,039

Dassault Systemes SA

429

45,201

Edenred SA

1,199

34,695

EDF SA

1,075

22,747

EDF SA

648

13,711

Essilor International SA

1,450

130,713

Eurazeo SA

238

10,894

Eutelsat Communications

955

30,574

Fonciere Des Regions

182

14,630

France Telecom SA

13,155

147,040

GDF Suez

9,525

218,583

Gecina SA

160

17,719

Groupe Eurotunnel SA

4,025

30,603

ICADE

175

15,749

Iliad SA

166

25,572

Imerys

257

14,439

JCDecaux SA

535

11,324

Klepierre SA

743

27,548

L'Oreal SA

1,129

143,804

L'Oreal SA

597

76,041

Lafarge SA

449

26,293

Lafarge SA (Bearer)

896

52,470

Lagardere S.C.A. (Reg.)

855

23,367

Legrand SA

1,708

65,795

LVMH Moet Hennessy - Louis Vuitton SA

1,830

297,443

Michelin CGDE Series B

1,287

110,531

Natixis SA

6,361

20,843

Pernod Ricard SA

1,515

163,043

Peugeot Citroen SA (a)

1,753

11,215

PPR SA

539

94,768

Publicis Groupe SA

1,247

67,181

Remy Cointreau SA

152

15,765

Renault SA

1,383

61,862

Rexel SA

708

12,815

Safran SA

1,636

65,089

Sanofi SA

8,535

749,607

Schneider Electric SA

3,750

234,449

SCOR SE

1,181

31,518

Common Stocks - continued

Shares

Value

France - continued

Societe Generale Series A (a)

5,042

$ 160,275

Sodexo SA

163

12,543

Sodexo SA

512

39,400

Suez Environnement SA

2,006

21,302

Technip SA

713

80,309

Thales SA

618

21,736

Total SA

15,257

768,499

Unibail-Rodamco

647

145,792

Vallourec SA

735

30,233

Veolia Environnement SA

2,479

24,537

VINCI SA

3,322

147,022

Vivendi SA

9,255

189,355

Wendel SA

250

22,031

Zodiac Aerospace

246

25,183

TOTAL FRANCE

6,613,013

Germany - 5.2%

adidas AG

1,487

126,686

Allianz AG

3,264

404,702

Axel Springer Verlag

308

13,210

BASF AG

6,580

545,238

Bayer AG

5,922

515,737

Bayerische Motoren Werke AG (BMW)

2,380

189,563

Beiersdorf AG

722

52,509

Brenntag AG

378

47,642

Celesio AG

572

11,073

Commerzbank AG (a)

25,566

48,977

Continental AG

576

57,733

Daimler AG (Germany)

6,528

304,817

Deutsche Bank AG

6,670

303,826

Deutsche Boerse AG

1,371

74,208

Deutsche Lufthansa AG

1,516

23,167

Deutsche Post AG

6,139

121,703

Deutsche Telekom AG

20,071

229,166

E.ON AG

12,886

292,789

Fraport AG Frankfurt Airport Services Worldwide

274

16,067

Fresenius Medical Care AG & Co. KGaA

1,527

107,294

Fresenius SE & Co. KGaA

878

100,146

GEA Group AG

1,273

39,748

Hannover Rueckversicherungs AG

430

30,247

HeidelbergCement Finance AG

1,025

54,325

Henkel AG & Co. KGaA

940

60,822

Common Stocks - continued

Shares

Value

Germany - continued

Hochtief AG (a)

211

$ 10,464

Hugo Boss AG

162

16,216

Infineon Technologies AG

7,841

53,356

K&S AG

1,240

58,664

Kabel Deutschland Holding AG

624

44,961

Lanxess AG

604

49,893

Linde AG

1,328

223,337

MAN SE

305

30,760

Merck KGaA

466

59,555

Metro AG

949

27,338

Muenchener Rueckversicherungs AG

1,283

206,207

RWE AG

3,464

158,290

Salzgitter AG

304

13,155

SAP AG

6,591

480,636

Siemens AG

5,897

594,176

Suedzucker AG (Bearer)

453

17,553

Thyssenkrupp AG

2,788

63,438

United Internet AG

749

14,985

Volkswagen AG

221

43,082

Wacker Chemie AG

120

6,778

TOTAL GERMANY

5,944,239

Greece - 0.0%

Coca-Cola Hellenic Bottling Co. SA

1,451

31,032

Greek Organization of Football Prognostics SA

1,455

9,297

TOTAL GREECE

40,329

Hong Kong - 2.8%

AIA Group Ltd.

73,600

291,549

Bank of East Asia Ltd.

10,087

37,419

Beijing Enterprises Holdings Ltd.

3,500

22,603

BOC Hong Kong (Holdings) Ltd.

26,500

81,551

Cathay Pacific Airways Ltd.

9,000

16,304

Cheung Kong Holdings Ltd.

9,000

132,967

China Agri-Industries Holdings Ltd.

12,000

7,510

China Everbright Ltd.

6,000

8,733

China Insurance International Holdings Co. Ltd. (a)

7,000

11,995

China Merchant Holdings International Co. Ltd.

8,121

26,930

China Mobile Ltd.

43,000

476,945

China Overseas Land & Investment Ltd.

30,000

78,580

China Resources Enterprise Ltd.

8,000

26,013

China Resources Power Holdings Co. Ltd.

14,000

29,987

Common Stocks - continued

Shares

Value

Hong Kong - continued

China Unicom Ltd.

34,000

$ 54,812

CITIC Pacific Ltd.

9,000

11,473

CLP Holdings Ltd.

13,000

110,877

CNOOC Ltd.

128,000

263,421

Dah Chong Hong Holdings Ltd.

6,000

5,659

Far East Horizon Ltd.

8,000

5,657

Fosun International Ltd.

10,000

4,916

Franshion Properties China Ltd.

24,000

7,339

Fushan International Energy Group Ltd.

22,000

7,693

Galaxy Entertainment Group Ltd. (a)

10,000

34,387

Guangdong Investment Ltd.

20,000

16,361

Hang Lung Group Ltd.

7,000

41,458

Hang Lung Properties Ltd.

16,000

55,638

Hang Seng Bank Ltd.

5,500

84,451

Henderson Land Development Co. Ltd.

7,124

49,362

Hong Kong & China Gas Co. Ltd.

37,200

98,879

Hong Kong Exchanges and Clearing Ltd.

7,296

120,407

Hopewell Holdings Ltd.

3,500

12,623

Hutchison Whampoa Ltd.

15,000

147,580

Hysan Development Co. Ltd.

5,020

22,185

Lenovo Group Ltd.

44,000

35,370

Link (REIT)

16,328

81,218

Mmg Ltd. (a)

12,000

4,769

MTR Corp. Ltd.

10,000

39,097

New World Development Co. Ltd.

26,516

40,988

PCCW Ltd.

29,000

11,712

Poly (Hong Kong) Investments Ltd. (a)

12,000

7,293

Power Assets Holdings Ltd.

10,000

85,032

Shanghai Industrial Holdings Ltd.

4,000

12,852

Sino Land Ltd.

22,600

40,476

Sino-Ocean Land Holdings Ltd.

21,689

13,601

SJM Holdings Ltd.

15,000

32,671

Sun Art Retail Group Ltd.

14,000

19,040

Sun Hung Kai Properties Ltd.

12,075

168,114

Swire Pacific Ltd. (A Shares)

4,500

53,390

Wharf Holdings Ltd.

11,000

75,296

Wheelock and Co. Ltd.

7,000

30,619

Wing Hang Bank Ltd.

1,006

10,670

Yuexiu Property Co. Ltd.

30,000

8,245

TOTAL HONG KONG

3,174,717

Common Stocks - continued

Shares

Value

Hungary - 0.1%

Magyar Telekom PLC

2,264

$ 4,194

MOL Hungarian Oil and Gas PLC Series A (For. Reg.)

301

26,143

OTP Bank PLC

1,607

30,502

Richter Gedeon PLC

109

20,330

TOTAL HUNGARY

81,169

India - 1.5%

ACC Ltd.

407

10,432

Adani Enterprises Ltd. (a)

2,110

8,445

Aditya Birla Nuvo Ltd.

252

4,257

Ambuja Cements Ltd.

4,023

15,156

Asian Paints India Ltd.

207

14,893

Axis Bank Ltd.

1,617

35,541

Bajaj Auto Ltd.

656

22,146

Bank of Baroda

416

5,610

Bank of India

579

2,975

Bharat Heavy Electricals Ltd.

3,809

15,914

Bharat Petroleum Corp. Ltd.

1,513

9,492

Bharti Airtel Ltd.

3,667

18,378

Cairn India Ltd.

1,647

10,300

Canara Bank (a)

479

3,569

Cipla Ltd.

2,203

14,875

Coal India Ltd.

3,754

24,162

Dabur India Ltd.

2,124

4,909

DLF Ltd.

3,082

11,617

Dr. Reddy's Laboratories Ltd.

747

24,329

GAIL India Ltd.

2,527

16,386

GMR Infrastructure Ltd. (a)

7,752

2,889

Godrej Consumer Products Ltd.

921

12,348

HCL Technologies Ltd.

416

4,701

HDFC Bank Ltd.

10,931

128,352

Hero Motocorp Ltd.

324

11,321

Hindalco Industries Ltd.

6,913

14,975

Hindustan Unilever Ltd.

6,181

62,792

Housing Development Finance Corp. Ltd.

9,483

134,362

ICICI Bank Ltd.

3,051

59,365

Idea Cellular Ltd. (a)

5,842

9,294

Infosys Ltd.

3,083

134,948

Infrastructure Development Finance Co. Ltd.

7,236

21,820

ITC Ltd.

15,644

82,152

Jaiprakash Associates Ltd.

7,182

11,660

Jindal Steel & Power Ltd.

2,406

17,366

Common Stocks - continued

Shares

Value

India - continued

JSW Steel Ltd. (a)

673

$ 9,237

Kotak Mahindra Bank Ltd. (a)

2,052

23,026

Larsen & Toubro Ltd.

1,491

45,082

LIC Housing Finance Ltd. (a)

2,369

10,701

Lupin Ltd. (a)

1,134

11,939

Mahindra & Mahindra Ltd.

2,190

35,999

Maruti Suzuki India Ltd.

170

4,543

Mundra Port and SEZ Ltd.

3,684

8,713

NTPC Ltd.

3,879

11,921

Oil & Natural Gas Corp. Ltd.

5,851

29,198

Piramal Enterprises Ltd.

392

3,618

Power Finance Corp. Ltd.

1,354

4,664

Power Grid Corp. of India Ltd.

7,067

14,973

Ranbaxy Laboratories Ltd. (a)

1,021

9,983

Reliance Capital Ltd.

544

3,862

Reliance Communication Ltd.

2,970

2,981

Reliance Industries Ltd.

9,375

140,351

Reliance Infrastructure Ltd.

924

8,063

Reliance Power Ltd. (a)

4,725

8,119

Rural Electrification Corp. Ltd.

2,497

9,994

Satyam Computer Services Ltd. (a)

4,607

9,350

Sesa Goa Ltd.

3,037

9,660

Shriram Transport Finance Co. Ltd.

954

11,084

Siemens India Ltd.

340

4,342

State Bank of India

958

37,573

Sterlite Industries (India) Ltd.

8,621

15,879

Sun Pharmaceutical Industries Ltd.

2,098

27,067

Tata Consultancy Services Ltd.

3,365

82,272

Tata Motors Ltd.

10,598

50,397

Tata Power Co. Ltd.

6,943

13,685

Tata Steel Ltd.

2,634

19,200

Titan Industries Ltd.

1,836

8,848

Ultratech Cemco Ltd.

510

18,921

Unitech Ltd. (a)

8,530

3,662

United Phosphorous Ltd. (a)

1,625

3,446

United Spirits Ltd.

599

13,089

Wipro Ltd.

3,744

24,195

Zee Entertainment Enterprises Ltd. (a)

3,576

12,581

TOTAL INDIA

1,743,949

Indonesia - 0.6%

PT Adaro Energy Tbk

109,000

15,547

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Astra Agro Lestari Tbk

2,500

$ 5,453

PT Astra International Tbk

145,000

121,525

PT Bank Central Asia Tbk

87,500

74,700

PT Bank Danamon Indonesia Tbk Series A

21,000

13,337

PT Bank Mandiri (Persero) Tbk

66,000

56,689

PT Bank Negara Indonesia (Persero) Tbk

55,500

22,246

PT Bank Rakyat Indonesia Tbk

78,500

60,479

PT Bumi Resources Tbk

108,500

7,455

PT Charoen Pokphand Indonesia Tbk

55,000

17,894

PT Gudang Garam Tbk

3,500

17,910

PT Indo Tambangraya Megah Tbk

2,500

10,580

PT Indocement Tunggal Prakarsa Tbk

10,500

23,394

PT Indofood Sukses Makmur Tbk

32,000

18,990

PT Indosat Tbk

10,000

6,767

PT International Nickel Indonesia Tbk

18,500

5,200

PT Jasa Marga Tbk

14,000

8,454

PT Kalbe Farma Tbk

147,500

14,896

PT Perusahaan Gas Negara Tbk Series B

78,000

37,761

PT Semen Gresik (Persero) Tbk

21,000

32,577

PT Tambang Batubbara Bukit Asam Tbk

7,000

11,661

PT Telkomunikasi Indonesia Tbk Series B

72,000

73,127

PT Unilever Indonesia Tbk

11,000

29,833

PT United Tractors Tbk

12,000

26,361

PT XL Axiata Tbk

10,000

7,132

TOTAL INDONESIA

719,968

Ireland - 0.2%

CRH PLC

5,188

96,568

Elan Corp. PLC (a)

3,473

37,797

James Hardie Industries NV CDI

3,040

29,127

Kerry Group PLC Class A

1,060

55,465

Ryanair Holdings PLC sponsored ADR

220

7,095

TOTAL IRELAND

226,052

Isle of Man - 0.0%

Genting Singapore PLC

42,000

45,794

Israel - 0.4%

Bank Hapoalim BM (Reg.) (a)

7,656

30,083

Bank Leumi le-Israel BM (a)

8,820

28,388

Bezeq Israeli Telecommunication Corp. Ltd.

14,261

17,391

Delek Group Ltd.

40

7,606

Israel Chemicals Ltd.

3,092

38,693

Common Stocks - continued

Shares

Value

Israel - continued

Israel Corp. Ltd. (Class A)

15

$ 10,197

Mellanox Technologies Ltd. (a)

242

18,364

Mizrahi Tefahot Bank Ltd. (a)

832

7,552

NICE Systems Ltd. (a)

437

14,597

Teva Pharmaceutical Industries Ltd.

3,762

151,765

Teva Pharmaceutical Industries Ltd. sponsored ADR

3,007

121,543

TOTAL ISRAEL

446,179

Italy - 1.4%

Assicurazioni Generali SpA

8,374

136,109

Atlantia SpA

2,386

39,369

Autogrill SpA

881

9,004

Banca Monte dei Paschi di Siena SpA (a)

47,592

13,139

Banco Popolare Societa Cooperativa (a)

12,252

19,533

Enel Green Power SpA

12,575

21,384

Enel SpA

47,293

177,767

ENI SpA

18,217

419,190

EXOR SpA

415

10,694

Fiat Industrial SpA

6,097

66,026

Fiat SpA

6,290

30,654

Finmeccanica SpA (a)

2,673

13,242

Intesa Sanpaolo SpA

69,204

111,137

Intesa Sanpaolo SpA (Risparmio Shares)

9,634

12,712

Luxottica Group SpA

843

32,176

Mediaset SpA

5,907

10,336

Mediobanca SpA

3,827

21,806

Pirelli & C SpA

1,843

21,344

Prysmian SpA

1,531

29,449

Saipem SpA

1,891

84,952

Snam Rete Gas SpA (c)

12,378

54,773

Telecom Italia SpA

65,678

60,596

Terna SpA

9,363

35,194

UniCredit SpA (a)

29,345

129,549

Unione di Banche Italiane SCPA

6,486

25,490

TOTAL ITALY

1,585,625

Japan - 12.7%

ABC-Mart, Inc.

200

8,769

Advantest Corp.

1,000

12,627

Aeon Co. Ltd.

4,100

44,734

Aeon Credit Service Co. Ltd.

500

10,610

Aeon Mall Co. Ltd.

500

12,971

Common Stocks - continued

Shares

Value

Japan - continued

Air Water, Inc.

1,000

$ 12,527

Aisin Seiki Co. Ltd.

1,400

40,722

Ajinomoto Co., Inc.

5,000

76,350

Alfresa Holdings Corp.

300

13,566

All Nippon Airways Ltd.

8,000

16,936

Amada Co. Ltd.

2,000

10,147

Aozora Bank Ltd.

5,000

14,092

Asahi Glass Co. Ltd.

7,000

47,526

Asahi Group Holdings

2,900

66,079

Asahi Kasei Corp.

9,000

49,493

Asics Corp.

1,000

14,518

Astellas Pharma, Inc.

3,200

158,938

Bank of Kyoto Ltd.

2,000

17,187

Bank of Yokohama Ltd.

8,000

36,778

Benesse Holdings, Inc.

500

24,082

Bridgestone Corp.

4,600

107,120

Brother Industries Ltd.

1,700

16,014

Canon, Inc.

8,100

263,247

Casio Computer Co. Ltd.

1,600

12,226

Central Japan Railway Co.

1,000

86,058

Chiba Bank Ltd.

6,000

35,024

Chiyoda Corp.

1,000

16,134

Chubu Electric Power Co., Inc.

4,700

48,454

Chugai Pharmaceutical Co. Ltd.

1,600

32,429

Chugoku Electric Power Co., Inc.(THE)

2,200

23,645

Citizen Holdings Co. Ltd.

1,500

7,610

Coca-Cola West Co. Ltd.

500

7,660

Cosmo Oil Co. Ltd.

4,000

7,115

Credit Saison Co. Ltd.

1,100

24,155

Dai Nippon Printing Co. Ltd.

5,000

35,388

Dai-ichi Mutual Life Insurance Co.

60

69,147

Daicel Chemical Industries Ltd.

2,000

12,001

Daido Steel Co. Ltd.

2,000

8,668

Daihatsu Motor Co. Ltd.

1,000

17,512

Daiichi Sankyo Kabushiki Kaisha

4,800

73,356

Daikin Industries Ltd.

1,600

44,254

Dainippon Sumitomo Pharma Co. Ltd.

1,000

11,487

Daito Trust Construction Co. Ltd.

600

60,579

Daiwa House Industry Co. Ltd.

5,000

75,723

Daiwa Securities Group, Inc.

12,000

47,802

DeNA Co. Ltd.

800

24,963

Denki Kagaku Kogyo KK

3,000

9,245

Common Stocks - continued

Shares

Value

Japan - continued

Denso Corp.

3,500

$ 109,564

Dentsu, Inc.

1,300

30,664

East Japan Railway Co.

2,400

164,750

Eisai Co. Ltd.

1,800

80,158

Electric Power Development Co. Ltd.

800

20,474

FamilyMart Co. Ltd.

500

24,239

Fanuc Corp.

1,400

222,899

Fast Retailing Co. Ltd.

400

89,089

Fuji Electric Co. Ltd.

5,000

10,147

Fuji Heavy Industries Ltd.

5,000

48,040

Fujifilm Holdings Corp.

3,300

55,641

Fujitsu Ltd.

13,000

49,994

Fukuoka Financial Group, Inc.

6,000

23,450

Furukawa Electric Co. Ltd.

4,000

7,967

Fyushu Electric Power Co., Inc.

3,200

24,252

GREE, Inc.

600

10,462

GS Yuasa Corp.

2,000

7,817

Gunma Bank Ltd.

2,000

9,646

Hakuhodo DY Holdings, Inc.

130

7,784

Hamamatsu Photonics K.K.

500

17,318

Hankyu Hanshin Holdings, Inc.

8,000

44,294

Hino Motors Ltd.

2,000

15,433

Hirose Electric Co. Ltd.

200

21,395

Hisamitsu Pharmaceutical Co., Inc.

500

25,867

Hitachi Chemical Co. Ltd.

600

8,455

Hitachi Construction Machinery Co. Ltd.

700

11,496

Hitachi High-Technologies Corp.

400

8,754

Hitachi Ltd.

34,000

180,158

Hitachi Metals Ltd.

1,000

9,357

Hokkaido Electric Power Co., Inc.

1,200

9,876

Hokuriku Electric Power Co., Inc.

1,300

12,914

Honda Motor Co. Ltd.

11,600

348,734

Hoya Corp.

3,000

60,729

Hulic Co. Ltd.

1,900

15,066

Ibiden Co. Ltd.

900

11,330

Idemitsu Kosan Co. Ltd.

100

8,606

INPEX Corp.

16

91,194

Isetan Mitsukoshi Holdings Ltd.

2,600

25,437

Ishikawajima-Harima Heavy Industries Co. Ltd.

9,000

18,940

Isuzu Motors Ltd.

8,000

42,290

Itochu Corp.

10,700

107,094

ITOCHU Techno-Solutions Corp.

200

10,347

Common Stocks - continued

Shares

Value

Japan - continued

Iyo Bank Ltd.

2,000

$ 15,458

J Front Retailing Co. Ltd.

4,000

20,794

Japan Airlines Co. Ltd.

500

23,801

Japan Petroleum Exploration Co. Ltd.

200

7,529

Japan Prime Realty Investment Corp.

6

18,061

Japan Real Estate Investment Corp.

4

40,035

Japan Retail Fund Investment Corp.

15

27,339

Japan Steel Works Ltd.

2,000

11,850

Japan Tobacco, Inc.

6,400

176,856

JFE Holdings, Inc.

3,600

50,733

JGC Corp.

1,000

34,386

Joyo Bank Ltd.

5,000

24,176

JS Group Corp.

1,900

42,008

JSR Corp.

1,300

22,277

JTEKT Corp.

1,600

12,026

Jupiter Telecommunications Co.

15

20,387

JX Holdings, Inc.

15,900

84,649

Kajima Corp.

6,000

16,610

Kamigumi Co. Ltd.

2,000

16,134

Kaneka Corp.

2,000

9,746

Kansai Electric Power Co., Inc.

5,500

42,302

Kansai Paint Co. Ltd.

2,000

21,521

Kao Corp.

3,700

103,913

Kawasaki Heavy Industries Ltd.

9,000

18,489

Kawasaki Kisen Kaisha Ltd. (a)

7,000

8,856

KDDI Corp.

1,900

147,564

Keihin Electric Express Railway Co. Ltd.

3,000

28,260

Keio Corp.

4,000

30,365

Keisei Electric Railway Co.

2,000

18,339

Keyence Corp.

310

82,247

Kikkoman Corp.

1,000

13,278

Kinden Corp.

1,000

6,263

Kintetsu Corp. (c)

12,000

47,050

Kirin Holdings Co. Ltd.

6,000

75,310

Kobe Steel Ltd.

19,000

16,660

Koito Manufacturing Co. Ltd.

1,000

12,414

Komatsu Ltd.

6,600

138,234

Konami Corp.

700

16,038

Konica Minolta Holdings, Inc.

3,500

23,237

Kubota Corp.

8,000

81,774

Kuraray Co. Ltd.

2,300

26,708

Kurita Water Industries Ltd.

800

18,159

Common Stocks - continued

Shares

Value

Japan - continued

Kyocera Corp.

1,100

$ 96,593

Kyowa Hakko Kirin Co., Ltd.

2,000

21,270

Lawson, Inc.

500

36,766

Mabuchi Motor Co. Ltd.

100

4,234

Makita Corp.

800

31,617

Marubeni Corp.

12,000

77,715

Marui Group Co. Ltd.

1,400

10,066

Maruichi Steel Tube Ltd.

300

6,238

Mazda Motor Corp. (a)

21,000

24,991

McDonald's Holdings Co. (Japan) Ltd.

500

13,892

Medipal Holdings Corp.

1,000

12,727

Meiji Holdings Co. Ltd.

500

22,892

Miraca Holdings, Inc.

400

16,911

Mitsubishi Chemical Holdings Corp.

9,500

37,605

Mitsubishi Corp.

10,000

178,504

Mitsubishi Electric Corp.

14,000

104,522

Mitsubishi Estate Co. Ltd.

9,000

178,016

Mitsubishi Gas Chemical Co., Inc.

2,000

9,871

Mitsubishi Heavy Industries Ltd.

22,000

92,597

Mitsubishi Logistics Corp.

1,000

12,890

Mitsubishi Materials Corp.

8,000

23,249

Mitsubishi Motors Corp. of Japan (a)

28,000

24,201

Mitsubishi Tanabe Pharma Corp.

1,500

21,627

Mitsubishi UFJ Financial Group, Inc.

91,300

413,038

Mitsubishi UFJ Lease & Finance Co. Ltd.

400

17,237

Mitsui & Co. Ltd.

12,400

174,746

Mitsui Chemicals, Inc.

7,000

14,468

Mitsui Fudosan Co. Ltd.

6,000

121,233

Mitsui OSK Lines Ltd.

7,000

16,748

Mizuho Financial Group, Inc.

163,400

255,669

MS&AD Insurance Group Holdings, Inc.

3,600

61,015

Murata Manufacturing Co. Ltd.

1,500

72,905

Nabtesco Corp.

700

13,030

Namco Bandai Holdings, Inc.

1,300

20,421

NEC Corp. (a)

18,000

34,498

Nexon Co. Ltd.

800

9,751

NGK Insulators Ltd.

2,000

22,297

NGK Spark Plug Co. Ltd.

1,000

11,174

NHK Spring Co. Ltd.

1,200

9,996

Nidec Corp.

800

56,921

Nikon Corp.

2,400

61,030

Nintendo Co. Ltd.

800

103,019

Common Stocks - continued

Shares

Value

Japan - continued

Nippon Building Fund, Inc.

5

$ 53,677

Nippon Electric Glass Co. Ltd.

2,000

10,172

Nippon Express Co. Ltd.

6,000

21,947

Nippon Meat Packers, Inc.

1,000

12,401

Nippon Paper Group, Inc.

600

6,862

Nippon Steel Corp.

55,700

122,801

Nippon Telegraph & Telephone Corp.

3,100

141,757

Nippon Yusen KK

11,000

20,945

Nishi-Nippon City Bank Ltd.

5,000

11,399

Nissan Motor Co. Ltd.

17,600

147,273

Nisshin Seifun Group, Inc.

1,000

12,489

Nisshin Steel Holdings Co. Ltd. (a)

500

3,313

Nissin Food Holdings Co. Ltd.

500

18,915

Nitori Holdings Co. Ltd.

250

20,418

Nitto Denko Corp.

1,200

54,416

NKSJ Holdings, Inc.

2,750

50,122

NOK Corp.

700

11,206

Nomura Holdings, Inc.

25,700

92,902

Nomura Real Estate Holdings, Inc.

700

12,565

Nomura Real Estate Office Fund, Inc.

2

12,577

Nomura Research Institute Ltd.

700

14,863

NSK Ltd.

3,000

16,460

NTN Corp.

2,000

3,583

NTT Data Corp.

9

29,301

NTT DoCoMo, Inc.

109

157,944

NTT Urban Development Co.

9

7,407

Obayashi Corp.

5,000

22,360

Odakyu Electric Railway Co. Ltd.

5,000

53,050

Oji Holdings Corp.

6,000

17,587

Olympus Corp. (a)

1,500

26,193

Omron Corp.

1,400

27,884

Ono Pharmaceutical Co. Ltd.

600

36,227

Oracle Corp. Japan

200

8,894

Oriental Ld Co. Ltd.

400

54,566

ORIX Corp.

750

77,039

Osaka Gas Co. Ltd.

13,000

53,576

Otsuka Corp.

100

8,155

Otsuka Holdings Co. Ltd.

2,600

80,088

Panasonic Corp.

15,600

94,623

Rakuten, Inc.

5,200

46,769

Resona Holdings, Inc.

13,300

57,478

Ricoh Co. Ltd.

5,000

41,776

Common Stocks - continued

Shares

Value

Japan - continued

Rinnai Corp.

200

$ 13,654

ROHM Co. Ltd.

700

22,579

Sankyo Co. Ltd. (Gunma)

400

18,113

Sanrio Co. Ltd.

300

9,880

Santen Pharmaceutical Co. Ltd.

600

26,268

SBI Holdings, Inc. Japan

1,330

9,297

Secom Co. Ltd.

1,500

76,381

Sega Sammy Holdings, Inc.

1,400

26,394

Seiko Epson Corp.

800

4,439

Sekisui Chemical Co. Ltd.

3,000

24,615

Sekisui House Ltd.

4,000

40,837

Seven & i Holdings Co., Ltd.

5,400

166,539

Seven Bank Ltd.

3,300

9,425

Sharp Corp. (c)

7,000

15,082

Shikoku Electric Power Co., Inc.

1,100

11,754

Shimadzu Corp.

2,000

13,454

Shimamura Co. Ltd.

100

10,422

SHIMANO, Inc.

600

37,805

SHIMIZU Corp.

5,000

16,723

Shin-Etsu Chemical Co., Ltd.

2,900

163,472

Shinsei Bank Ltd.

10,000

14,656

Shionogi & Co. Ltd.

2,100

34,829

Shiseido Co. Ltd.

2,600

32,895

Shizuoka Bank Ltd.

4,000

40,887

Showa Denko KK

9,000

13,754

Showa Shell Sekiyu KK

1,100

6,118

SMC Corp.

400

63,034

Softbank Corp.

6,400

202,591

Sojitz Corp.

8,600

10,665

Sony Corp.

7,200

85,251

Sony Financial Holdings, Inc.

1,300

23,189

Square Enix Holdings Co. Ltd.

600

8,455

Stanley Electric Co. Ltd.

900

12,401

Sumco Corp. (a)

900

6,156

Sumitomo Chemical Co. Ltd.

11,000

30,866

Sumitomo Corp.

8,000

109,032

Sumitomo Electric Industries Ltd.

5,500

59,113

Sumitomo Heavy Industries Ltd.

4,000

14,330

Sumitomo Metal Mining Co. Ltd.

4,000

52,662

Sumitomo Mitsui Financial Group, Inc.

9,700

296,403

Sumitomo Mitsui Trust Holdings, Inc.

22,000

66,692

Sumitomo Realty & Development Co. Ltd.

2,000

55,217

Common Stocks - continued

Shares

Value

Japan - continued

Sumitomo Rubber Industries Ltd.

1,100

$ 12,939

Suzuken Co. Ltd.

500

15,777

Suzuki Motor Corp.

2,700

61,150

Sysmex Corp.

500

23,519

T&D Holdings, Inc.

4,000

43,693

Taiheiyo Cement Corp.

7,000

14,907

Taisei Corp.

8,000

22,047

Taisho Pharmaceutical Holdings Co. Ltd.

200

16,134

Taiyo Nippon Sanso Corp.

2,000

10,973

Takashimaya Co. Ltd.

2,000

13,153

Takeda Pharmaceutical Co. Ltd.

5,700

264,900

TDK Corp.

900

33,788

Teijin Ltd.

6,000

13,754

Terumo Corp.

1,100

47,401

The Chugoku Bank Ltd.

1,000

13,754

The Hachijuni Bank Ltd.

3,000

15,483

The Suruga Bank Ltd.

1,000

12,001

THK Co. Ltd.

900

14,961

Tobu Railway Co. Ltd.

7,000

37,179

Toho Co. Ltd.

800

13,940

Toho Gas Co. Ltd.

3,000

18,189

Tohoku Electric Power Co., Inc. (a)

3,400

25,043

Tokio Marine Holdings, Inc.

5,100

134,991

Tokyo Electric Power Co. (a)

9,400

15,308

Tokyo Electron Ltd.

1,200

53,890

Tokyo Gas Co. Ltd.

17,000

90,079

Tokyu Corp.

8,000

40,686

Tokyu Land Corp.

3,000

16,836

TonenGeneral Sekiyu KK

2,000

18,139

Toppan Printing Co. Ltd.

4,000

23,099

Toray Industries, Inc.

10,000

58,374

Toshiba Corp.

29,000

107,529

Tosoh Corp.

5,000

9,771

Toto Ltd.

2,000

14,982

Toyo Seikan Kaisha Ltd.

900

9,560

Toyo Suisan Kaisha Ltd.

1,000

24,915

Toyoda Gosei Co. Ltd.

500

9,833

Toyota Boshoku Corp.

600

5,675

Toyota Industries Corp.

1,100

31,417

Toyota Motor Corp.

19,800

763,432

Toyota Tsusho Corp.

1,600

34,914

Trend Micro, Inc.

700

19,607

Common Stocks - continued

Shares

Value

Japan - continued

Tsumura & Co.

500

$ 15,971

Ube Industries Ltd.

7,000

15,959

Unicharm Corp.

800

43,292

Ushio, Inc.

600

6,328

USS Co. Ltd.

160

16,816

West Japan Railway Co.

1,200

52,386

Yahoo! Japan Corp.

103

35,443

Yakult Honsha Co. Ltd.

700

32,619

Yamada Denki Co. Ltd.

620

26,872

Yamaguchi Financial Group, Inc.

1,000

8,280

Yamaha Corp.

1,200

10,778

Yamaha Motor Co. Ltd.

1,900

18,160

Yamato Holdings Co. Ltd.

2,700

41,094

Yamato Kogyo Co. Ltd.

200

5,614

Yamazaki Baking Co. Ltd.

1,000

12,026

Yaskawa Electric Corp.

1,000

7,165

Yokogawa Electric Corp.

1,400

15,924

TOTAL JAPAN

14,490,573

Korea (South) - 3.3%

AMOREPACIFIC Corp.

24

27,295

AMOREPACIFIC Group, Inc.

18

7,759

BS Financial Group, Inc.

1,160

13,139

Celltrion, Inc.

755

18,592

Cheil Industries, Inc.

351

30,068

CJ CheilJedang Corp.

50

15,706

CJ Corp.

100

9,768

Daelim Industrial Co.

179

12,461

Daewoo Engineering & Construction Co. Ltd. (a)

700

5,958

Daewoo International Corp.

300

11,529

Daewoo Securities Co. Ltd.

1,102

11,118

Daewoo Shipbuilding & Marine Engineering Co. Ltd.

720

15,452

DGB Financial Group Co. Ltd.

1,030

13,037

Dongbu Insurance Co. Ltd.

317

14,377

Dongkuk Steel Mill Co. Ltd.

310

3,980

Doosan Co. Ltd.

50

5,778

Doosan Heavy Industries & Construction Co. Ltd.

351

15,034

Doosan Infracore Co. Ltd. (a)

660

9,746

E-Mart Co. Ltd.

150

32,536

GS Engineering & Construction Corp.

268

15,092

GS Holdings Corp.

368

23,154

Hana Financial Group, Inc.

1,660

48,339

Common Stocks - continued

Shares

Value

Korea (South) - continued

Hankook Tire Co. Ltd. (a)

534

$ 22,529

Hankook Tire Worldwide Co. Ltd.

85

1,099

Hanwha Chemical Corp.

690

11,454

Hanwha Corp.

270

7,714

Hanwha Life Insurance Co. Ltd.

1,080

7,617

Honam Petrochemical Corp.

105

21,475

Hyosung Corp.

156

8,599

Hyundai Department Store Co. Ltd.

102

12,676

Hyundai Engineering & Construction Co. Ltd.

495

29,827

Hyundai Fire & Marine Insurance Co. Ltd.

400

12,932

Hyundai Glovis Co. Ltd.

97

20,195

Hyundai Heavy Industries Co. Ltd.

301

63,219

Hyundai Hysco Co. Ltd.

210

8,398

Hyundai Industrial Development & Construction Co.

300

5,393

Hyundai Merchant Marine Co. Ltd. (a)

260

6,260

Hyundai Mipo Dockyard Co. Ltd.

78

8,334

Hyundai Mobis

489

124,681

Hyundai Motor Co.

1,091

224,640

Hyundai Securities Co. Ltd.

710

5,450

Hyundai Steel Co.

402

28,943

Hyundai Wia Corp.

98

15,864

Industrial Bank of Korea

1,230

13,537

Kangwon Land, Inc.

610

14,211

KB Financial Group, Inc.

2,640

89,798

KCC Corp.

23

6,455

Kia Motors Corp.

1,894

105,269

Korea Aerospace Industries Ltd.

200

5,026

Korea Electric Power Corp. (a)

1,840

47,738

Korea Exchange Bank (a)

1,700

11,787

Korea Gas Corp.

159

11,170

Korea Investment Holdings Co. Ltd.

250

8,553

Korea Zinc Co. Ltd.

62

25,475

Korean Air Lines Co. Ltd. (a)

278

12,481

KP Chemical Corp.

510

5,052

KT Corp.

220

7,470

KT&G Corp.

786

59,906

Kumho Petro Chemical Co. Ltd.

95

9,323

LG Chemical Ltd.

323

90,650

LG Corp.

690

42,147

LG Display Co. Ltd. (a)

1,660

49,277

LG Electronics, Inc.

764

53,184

LG Household & Health Care Ltd.

67

39,389

Common Stocks - continued

Shares

Value

Korea (South) - continued

LG Innotek Co. Ltd. (a)

46

$ 3,177

LG Telecom Ltd.

1,820

11,635

Lotte Confectionery Co. Ltd.

4

5,763

Lotte Shopping Co. Ltd.

76

23,525

LS Cable Ltd.

109

8,917

LS Industrial Systems Ltd.

116

7,256

Mando Corp.

85

11,226

Mirae Asset Securities Co. Ltd.

220

5,973

NCSOFT Corp.

117

22,427

NHN Corp.

294

68,086

Oci Co. Ltd.

116

16,384

Orion Corp.

27

25,358

POSCO

470

147,785

S-Oil Corp.

325

29,778

S1 Corp.

110

6,638

Samsung C&T Corp.

899

48,895

Samsung Card Co. Ltd.

270

10,450

Samsung Electro-Mechanics Co. Ltd.

428

36,664

Samsung Electronics Co. Ltd.

790

949,171

Samsung Engineering Co. Ltd.

216

28,230

Samsung Fire & Marine Insurance Co. Ltd.

255

55,779

Samsung Heavy Industries Ltd.

1,170

35,787

Samsung Life Insurance Co. Ltd.

437

37,675

Samsung SDI Co. Ltd.

244

30,659

Samsung Securities Co. Ltd.

477

21,371

Samsung Techwin Co. Ltd.

234

12,255

Shinhan Financial Group Co. Ltd.

3,060

105,104

Shinsegae Co. Ltd.

40

7,154

SK C&C Co. Ltd.

182

15,975

SK Energy Co. Ltd.

431

63,445

SK Holdings Co. Ltd.

191

26,627

SK Hynix, Inc.

3,720

84,784

SK Networks Co. Ltd.

1,070

9,372

SK Telecom Co. Ltd.

90

12,716

Woongjin Coway Co. Ltd.

340

12,380

Woori Finance Holdings Co. Ltd.

2,690

25,412

Woori Investment & Securities Co. Ltd.

821

7,944

Yuhan Corp.

66

11,410

TOTAL KOREA (SOUTH)

3,758,302

Luxembourg - 0.3%

ArcelorMittal SA (Netherlands)

6,652

98,347

Common Stocks - continued

Shares

Value

Luxembourg - continued

Kernel Holding SA (a)

334

$ 6,988

Millicom International Cellular SA (depository receipt)

442

38,183

SES SA FDR (France) unit

2,175

60,188

Subsea 7 SA

2,043

44,828

Tenaris SA

3,320

62,095

TOTAL LUXEMBOURG

310,629

Malaysia - 0.8%

AirAsia Bhd

7,400

7,361

AMMB Holdings Bhd

12,000

25,135

Axiata Group Bhd

17,900

38,374

Berjaya Group Bhd

27,300

5,736

Berjaya Sports Toto Bhd

4,300

6,268

British American Tobacco (Malaysia) Bhd

900

18,685

Bumi Armada Bhd

8,200

10,553

Bumiputra-Commerce Holdings Bhd

34,400

86,169

DiGi.com Bhd

22,000

38,352

Felda Global Ventures Holdings Bhd

8,100

12,445

Gamuda Bhd

10,400

12,326

Genting Bhd

14,500

42,129

Genting Malaysia Bhd

22,300

26,283

Genting Plantations Bhd

1,800

5,307

Hong Leong Bank Bhd

4,300

20,724

Hong Leong Credit Bhd

1,600

6,776

IHH Healthcare Bhd

13,200

14,171

IJM Corp. Bhd

8,200

13,487

IOI Corp. Bhd

22,500

37,377

Kuala Lumpur Kepong Bhd

3,400

23,909

Lafarge Malayan Cement Bhd

2,800

8,963

Malayan Banking Bhd

25,011

74,146

Malaysia Airports Holdings Bhd

4,900

9,346

Malaysia Marine and Heavy Engineering Sdn Bhd

3,300

5,233

Malaysian Plantations Bhd

7,100

9,487

Maxis Bhd

15,800

36,102

MISC Bhd

8,600

11,971

MMC Corp. Bhd

3,200

2,742

Parkson Holdings Bhd

3,700

5,891

Petronas Chemicals Group Bhd

19,700

42,039

Petronas Dagangan Bhd

1,900

13,773

Petronas Gas Bhd

4,200

27,026

PPB Group Bhd

3,800

16,792

Public Bank Bhd (For. Reg.)

7,500

39,100

Common Stocks - continued

Shares

Value

Malaysia - continued

RHB Capital Bhd

5,260

$ 12,951

SapuraKencana Petroleum Bhd (a)

18,200

14,997

Sime Darby Bhd

19,300

61,968

SP Setia Bhd

2,200

2,607

Telekom Malaysia Bhd

8,600

16,884

Tenaga Nasional Bhd

19,300

44,036

UEM Land Holdings Bhd (a)

8,900

6,194

UMW Holdings Bhd

3,700

12,123

YTL Corp. Bhd

35,926

20,640

YTL Power International Bhd

15,200

8,134

TOTAL MALAYSIA

954,712

Mauritius - 0.0%

Golden Agri-Resources Ltd.

49,000

25,107

Mexico - 1.2%

Alfa SA de CV Series A

20,500

37,809

America Movil SAB de CV Series L

280,000

355,613

CEMEX SA de CV unit

75,976

68,874

Coca-Cola FEMSA SAB de CV Series L

3,100

39,734

Compartamos SAB de CV

7,100

9,527

El Puerto de Liverpool SA Class C

1,400

12,547

Embotelladoras Arca SAB de CC

2,200

15,963

Fomento Economico Mexicano SAB de CV unit

14,000

126,079

Grupo Aeroportuario del Pacifico SA de CV Series B

2,400

11,498

Grupo Bimbo SAB de CV Series A

12,000

27,952

Grupo Carso SA de CV Series A1

3,800

13,753

Grupo Financiero Banorte SAB de CV Series O

13,300

73,895

Grupo Financiero Inbursa SAB de CV Series O

14,400

38,348

Grupo Financiero Santander Mexico SAB de CV

10,700

29,181

Grupo Mexico SA de CV Series B

27,524

88,201

Grupo Modelo SAB de CV Series C

4,600

40,541

Grupo Televisa SA de CV

18,500

84,093

Industrias Penoles SA de CV

1,000

49,821

Kimberly-Clark de Mexico SA de CV Series A

11,100

26,652

Mexichem SAB de CV

7,421

36,776

Minera Frisco SAB de CV (a)

4,200

16,715

Wal-Mart de Mexico SA de CV Series V

38,100

112,519

TOTAL MEXICO

1,316,091

Morocco - 0.0%

Attijariwafa Bank

191

7,207

Common Stocks - continued

Shares

Value

Morocco - continued

Douja Promotion Groupe Addoha SA

729

$ 5,272

Maroc Telecom SA

723

9,107

TOTAL MOROCCO

21,586

Netherlands - 1.8%

AEGON NV

12,548

70,177

Akzo Nobel NV

1,671

90,901

ASML Holding NV (Netherlands)

3,019

165,961

Corio NV

472

21,030

DE Master Blenders 1753 NV (a)

4,210

51,452

Delta Lloyd NV

1,015

16,879

European Aeronautic Defence and Space Co. EADS NV

2,993

106,334

Fugro NV (Certificaten Van Aandelen) unit

504

34,074

Gemalto NV

553

49,902

Heineken Holding NV (A Shares)

697

35,369

Heineken NV (Bearer)

1,644

101,355

ING Groep NV (Certificaten Van Aandelen) (a)

27,524

244,912

Koninklijke Ahold NV

7,419

94,459

Koninklijke Boskalis Westminster NV

520

19,809

Koninklijke KPN NV

7,271

45,906

Koninklijke Philips Electronics NV

7,466

186,994

QIAGEN NV (a)

1,726

29,989

Randstad Holding NV

816

26,637

Reed Elsevier NV

4,857

65,252

Royal DSM NV

1,114

57,201

SBM Offshore NV (a)

1,322

17,272

STMicroelectronics NV

4,399

25,909

TNT Express NV

2,395

25,225

Unilever NV (Certificaten Van Aandelen) (Bearer)

11,637

427,714

Vopak NV

511

35,574

Wolters Kluwer NV (Certificaten Van Aandelen)

2,192

42,419

TOTAL NETHERLANDS

2,088,706

New Zealand - 0.1%

Auckland International Airport Ltd.

6,978

15,408

Contact Energy Ltd.

2,481

11,304

Fletcher Building Ltd.

4,755

27,530

Sky City Entertainment Group Ltd.

4,610

14,710

Telecom Corp. of New Zealand Ltd.

12,863

25,441

TOTAL NEW ZEALAND

94,393

Norway - 0.5%

Aker Solutions ASA

1,112

21,845

Common Stocks - continued

Shares

Value

Norway - continued

DnB NOR ASA

7,125

$ 88,980

Gjensidige Forsikring ASA

1,471

21,492

Norsk Hydro ASA

6,791

30,576

Orkla ASA (A Shares)

5,512

43,603

StatoilHydro ASA

8,006

197,179

Telenor ASA

5,165

101,555

Yara International ASA

1,316

61,999

TOTAL NORWAY

567,229

Peru - 0.1%

Compania de Minas Buenaventura SA sponsored ADR

1,367

48,884

Volcan Compania Minera Saa Class B

13,321

13,005

TOTAL PERU

61,889

Philippines - 0.2%

Aboitiz Equity Ventures, Inc.

12,600

14,792

Aboitiz Power Corp.

13,700

11,033

Alliance Global Group, Inc.

33,600

12,165

Ayala Corp.

1,150

12,395

Ayala Land, Inc.

41,600

23,837

Bank of the Philippine Islands (BPI)

4,250

8,376

BDO Unibank, Inc.

11,723

18,255

DMCI Holdings, Inc.

4,800

6,307

Globe Telecom, Inc.

245

6,796

International Container Terminal Services, Inc.

5,450

9,415

Jollibee Food Corp.

2,630

6,764

Manila Electric Co.

1,400

9,504

Metropolitan Bank & Trust Co.

1,650

3,814

Philippine Long Distance Telephone Co.

300

19,298

PNOC Energy Development Corp.

42,700

6,930

San Miguel Corp.

2,800

7,433

SM Investments Corp.

1,570

30,674

SM Prime Holdings, Inc.

55,700

19,651

Universal Robina Corp.

6,960

12,176

TOTAL PHILIPPINES

239,615

Poland - 0.3%

Asseco Poland SA

429

5,375

Bank Handlowy w Warszawie SA

239

6,958

Bank Millennium SA (a)

1,701

2,254

Bank Polska Kasa Opieki SA

855

41,054

BRE Bank SA (a)

101

9,529

Cyfrowy Polsat SA (a)

1,359

6,172

Common Stocks - continued

Shares

Value

Poland - continued

ENEA SA

677

$ 3,266

Eurocash SA

627

7,657

Grupa Lotos SA (a)

656

6,914

Jastrzebska Spolka Weglowa SA

200

5,437

KGHM Polska Miedz SA (Bearer)

1,008

50,769

Polish Oil & Gas Co.

12,889

15,946

Polska Grupa Energetyczna SA

5,408

29,304

Polski Koncern Naftowy Orlen SA (a)

2,308

31,663

Powszechna Kasa Oszczednosci Bank SA

5,421

60,600

Powszechny Zaklad Ubezpieczen SA

406

47,433

Synthos SA

3,019

5,012

Tauron Polska Energia SA

7,599

10,496

Telekomunikacja Polska SA

5,526

20,874

TVN SA

563

1,234

TOTAL POLAND

367,947

Portugal - 0.1%

Banco Espirito Santo SA (Reg.) (a)

14,596

14,189

Energias de Portugal SA

13,463

36,575

Galp Energia SGPS SA Class B

1,663

26,620

Jeronimo Martins SGPS SA

1,519

26,580

Portugal Telecom SGPS SA (Reg.)

4,365

21,951

TOTAL PORTUGAL

125,915

Russia - 1.2%

Federal Grid Co. Unified Energy System JSC (a)

2,490,000

16,231

Gazprom OAO sponsored ADR (Reg. S)

38,410

350,875

Inter Rao Ues JSC (a)

11,700,000

9,477

Interregional Distribution Grid Companies Holding JSC (a)

123,333

7,302

LSR Group OJSC GDR (Reg. S)

1,355

6,524

Lukoil Oil Co. sponsored ADR (United Kingdom)

3,687

222,879

Magnit OJSC GDR (Reg. S)

1,856

65,888

Mechel Steel Group OAO sponsored ADR

834

5,296

Mobile TeleSystems OJSC sponsored ADR

3,689

63,229

Norilsk Nickel OJSC ADR

3,400

52,156

NOVATEK OAO GDR (Reg. S)

651

74,214

Novolipetsk Steel OJSC GDR (Reg. S)

395

7,462

Rosneft Oil Co. OJSC GDR (Reg. S)

9,106

67,384

Rostelecom sponsored ADR

1,404

32,152

RusHydro JSC sponsored ADR

9,026

21,428

Sberbank (Savings Bank of the Russian Federation)

1,860

5,445

Sberbank (Savings Bank of the Russian Federation) sponsored ADR

12,939

152,163

Common Stocks - continued

Shares

Value

Russia - continued

Severstal JSC GDR (Reg. S)

1,174

$ 14,241

Sistema JSFC sponsored GDR

783

14,368

Surgutneftegaz JSC sponsored ADR

5,362

46,649

Tatneft OAO sponsored ADR

1,681

65,122

TMK OAO GDR (Reg. S)

466

6,911

Uralkali OJSC GDR (Reg. S)

1,899

74,403

VTB Bank JSC unit

9,273

31,955

TOTAL RUSSIA

1,413,754

Singapore - 1.1%

Ascendas Real Estate Investment Trust

14,000

27,086

CapitaLand Ltd.

17,000

45,573

CapitaMall Trust

16,000

27,677

CapitaMalls Asia Ltd.

9,000

13,650

City Developments Ltd.

3,000

28,185

ComfortDelgro Corp. Ltd.

12,000

16,626

Cosco Corp. Singapore Ltd.

9,000

6,493

DBS Group Holdings Ltd.

13,127

149,586

Fraser & Neave Ltd.

6,000

45,057

Global Logistic Properties Ltd.

14,000

29,497

Hutchison Port Holdings Trust

35,000

27,300

Jardine Cycle & Carriage Ltd.

1,000

40,367

Keppel Corp. Ltd.

10,000

87,391

Keppel Ld Ltd.

5,000

13,937

Neptune Orient Lines Ltd. (a)

8,000

7,608

Olam International Ltd.

12,000

19,380

Oversea-Chinese Banking Corp. Ltd.

19,000

141,745

SembCorp Industries Ltd.

7,000

31,218

SembCorp Marine Ltd.

6,000

23,168

Singapore Airlines Ltd.

4,000

34,760

Singapore Exchange Ltd.

6,000

33,104

Singapore Press Holdings Ltd.

12,000

39,744

Singapore Technologies Engineering Ltd.

11,000

31,743

Singapore Telecommunications Ltd.

57,000

150,467

StarHub Ltd.

4,000

12,068

United Overseas Bank Ltd.

9,000

134,801

UOL Group Ltd.

3,000

13,920

Wilmar International Ltd.

14,000

35,465

Yangzijiang Shipbuilding Holdings Ltd.

15,000

11,129

TOTAL SINGAPORE

1,278,745

Common Stocks - continued

Shares

Value

South Africa - 1.7%

Absa Group Ltd.

2,061

$ 33,088

African Bank Investments Ltd.

5,765

19,494

African Rainbow Minerals Ltd.

827

17,311

Anglo Platinum Ltd.

491

22,821

AngloGold Ashanti Ltd.

2,741

92,606

ArcelorMittal South Africa Ltd. (a)

1,049

4,041

Aspen Pharmacare Holdings Ltd.

2,043

37,228

Assore Ltd.

200

8,258

Aveng Ltd.

2,602

9,285

Barloworld Ltd.

1,572

12,736

Bidvest Group Ltd.

2,129

50,815

Discovery Holdings Ltd.

1,813

11,609

Exxaro Resources Ltd.

803

16,068

FirstRand Ltd.

22,200

73,687

Foschini Ltd.

1,546

22,447

Gold Fields Ltd.

5,187

64,443

Growthpoint Properties Ltd.

11,927

32,477

Harmony Gold Mining Co. Ltd.

2,963

24,276

Impala Platinum Holdings Ltd.

3,846

69,196

Imperial Holdings Ltd.

1,266

28,761

Investec Ltd.

2,000

11,764

Kumba Iron Ore Ltd.

578

36,131

Liberty Holdings Ltd.

883

10,242

Life Healthcare Group Holdings Ltd.

6,971

26,362

Massmart Holdings Ltd.

821

16,513

MMI Holdings Ltd.

6,232

15,072

Mr Price Group Ltd.

1,795

27,730

MTN Group Ltd.

12,150

219,076

Naspers Ltd. Class N

2,804

182,039

Nedbank Group Ltd.

1,469

30,327

Netcare Ltd.

5,763

11,964

Northam Platinum Ltd.

1,426

5,361

Pick 'n Pay Stores Ltd.

1,646

8,051

Pretoria Portland Cement Co. Ltd.

3,316

11,087

Rand Merchant Insurance Holdings Ltd.

4,068

10,608

Redefine Properties Ltd. unit

17,690

18,362

Remgro Ltd.

3,117

53,384

Reunert Ltd.

1,154

10,166

RMB Holdings Ltd.

5,157

22,625

Sanlam Ltd.

12,854

57,416

Sappi Ltd. (a)

4,223

11,947

Sasol Ltd.

3,923

167,120

Common Stocks - continued

Shares

Value

South Africa - continued

Shoprite Holdings Ltd.

3,057

$ 62,863

Spar Group Ltd.

1,265

17,763

Standard Bank Group Ltd.

8,568

105,842

Steinhoff International Holdings Ltd.

8,265

27,777

Tiger Brands Ltd.

1,155

36,712

Truworths International Ltd.

3,118

33,947

Vodacom Group Ltd.

2,675

33,720

Woolworths Holdings Ltd.

5,343

40,301

TOTAL SOUTH AFRICA

1,972,919

Spain - 1.9%

Abertis Infraestructuras SA

2,569

38,692

Acerinox SA

797

8,306

ACS Actividades de Construccion y Servicios SA

1,032

22,031

Amadeus IT Holding SA Class A

2,196

54,365

Banco Bilbao Vizcaya Argentaria SA

38,509

321,779

Banco de Sabadell SA

19,820

48,245

Banco Popular Espanol SA

9,035

14,088

Banco Santander SA:

rights 10/31/12 (a)

60,626

11,944

(Spain)

70,530

531,035

Bankia SA (a)

6,778

10,191

Cintra Concesiones de Infrastructuras de Transporte SA

2,954

41,734

Criteria CaixaCorp SA

5,654

21,399

Distribuidora Internacional de Alimentacion SA

4,437

26,857

Enagas SA

1,349

26,822

Gas Natural SDG SA

2,478

38,446

Grifols SA (a)

1,077

37,356

Grupo Acciona SA

181

11,106

Iberdrola SA

28,165

145,659

Inditex SA

1,562

199,300

International Consolidated Airlines Group SA (a)

5,405

14,201

International Consolidated Airlines Group SA CDI (a)

942

2,452

MAPFRE SA (Reg.)

5,788

16,040

Red Electrica Corporacion SA

775

36,338

Repsol YPF SA

5,780

115,523

Telefonica SA

28,993

382,673

Zardoya Otis SA

1,177

14,554

TOTAL SPAIN

2,191,136

Sweden - 2.0%

Alfa Laval AB

2,361

41,006

Common Stocks - continued

Shares

Value

Sweden - continued

ASSA ABLOY AB (B Shares)

2,384

$ 79,468

Atlas Copco AB:

(A Shares)

4,745

116,677

(B Shares)

2,805

61,446

Boliden AB

1,870

32,675

Electrolux AB (B Shares)

1,714

43,852

Elekta AB (B Shares)

2,598

37,014

Getinge AB (B Shares)

1,421

43,704

H&M Hennes & Mauritz AB (B Shares)

6,799

230,122

Hexagon AB (B Shares)

1,760

40,491

Holmen AB (B Shares)

396

11,672

Husqvarna AB (B Shares)

3,053

17,712

Industrivarden AB Series C

735

10,366

Investment AB Kinnevik

1,528

29,187

Investor AB (B Shares)

3,499

77,176

Lundin Petroleum AB (a)

1,644

39,359

Modern Times Group MTG AB (B Shares)

338

10,294

Nordea Bank AB

19,002

172,605

Ratos AB (B Shares)

1,517

13,025

Sandvik AB

7,155

99,242

Scania AB (B Shares)

2,238

42,615

Securitas AB (B Shares)

2,141

15,571

Skandinaviska Enskilda Banken AB (A Shares)

10,010

83,003

Skanska AB (B Shares)

2,783

43,510

SKF AB (B Shares)

2,735

61,645

SSAB Svenskt Stal AB (A Shares)

1,075

7,692

Svenska Cellulosa AB (SCA) (B Shares)

4,104

79,940

Svenska Handelsbanken AB (A Shares)

3,539

121,223

Swedbank AB (A Shares)

5,843

108,352

Swedish Match Co. AB

1,476

50,291

Tele2 AB (B Shares)

2,202

36,750

Telefonaktiebolaget LM Ericsson (B Shares)

21,645

191,755

TeliaSonera AB

15,709

103,426

Volvo AB (B Shares)

9,907

133,305

TOTAL SWEDEN

2,286,171

Switzerland - 5.7%

ABB Ltd. (Reg.)

15,798

285,311

Actelion Ltd.

779

37,574

Adecco SA (Reg.)

965

46,670

Aryzta AG

630

31,456

Baloise Holdings AG

344

28,737

Common Stocks - continued

Shares

Value

Switzerland - continued

Banque Cantonale Vaudoise (Bearer)

24

$ 12,718

Barry Callebaut AG

12

11,455

Compagnie Financiere Richemont SA Series A

3,761

243,922

Credit Suisse Group

8,808

204,833

GAM Holding Ltd.

1,401

19,557

Geberit AG (Reg.)

272

56,076

Givaudan SA

61

61,046

Holcim Ltd. (Reg.)

1,656

113,002

Julius Baer Group Ltd.

1,629

56,498

Kuehne & Nagel International AG

380

44,353

Lindt & Spruengli AG (participation certificate)

12

37,921

Lonza Group AG

394

19,973

Nestle SA

23,646

1,500,568

Novartis AG

16,481

993,814

Pargesa Holding SA

183

12,340

Partners Group Holding AG

93

19,682

Roche Holding AG (participation certificate)

5,036

968,482

Schindler Holding AG:

(participation certificate)

351

46,245

(Reg.)

158

20,443

SGS SA (Reg.)

40

84,699

Sika AG (Bearer)

15

31,295

Sonova Holding AG Class B

353

35,497

Straumann Holding AG

72

8,883

Sulzer AG (Reg.)

161

23,304

Swatch Group AG:

(Bearer)

220

91,043

(Reg.)

315

22,882

Swiss Life Holding AG

216

27,183

Swiss Prime Site AG

379

31,641

Swiss Re Ltd.

2,535

175,161

Swisscom AG

166

68,963

Syngenta AG (Switzerland)

679

264,735

Transocean Ltd. (Switzerland)

2,546

115,886

UBS AG

26,170

392,644

Zurich Financial Services AG

1,058

260,723

TOTAL SWITZERLAND

6,507,215

Taiwan - 2.3%

Acer, Inc. (a)

19,000

14,700

Advanced Semiconductor Engineering, Inc.

41,916

31,634

Advantech Co. Ltd.

2,000

6,915

Common Stocks - continued

Shares

Value

Taiwan - continued

Asia Cement Corp.

12,360

$ 15,402

ASUSTeK Computer, Inc.

5,000

53,578

AU Optronics Corp. (a)

58,000

21,959

Capital Securities Corp.

6,090

2,027

Catcher Technology Co. Ltd.

4,000

17,391

Cathay Financial Holding Co. Ltd.

49,750

49,988

Chang Hwa Commercial Bank

31,540

15,927

Cheng Shin Rubber Industry Co. Ltd.

13,260

33,184

Cheng Uei Precision Industries Co. Ltd.

3,029

6,709

Chicony Electronics Co. Ltd.

4,070

8,931

Chimei Innolux Corp. (a)

37,297

13,918

China Airlines Ltd. (a)

22,490

8,777

China Development Finance Holding Corp.

88,800

19,852

China Life Insurance Co. Ltd.

13,563

10,587

China Motor Co. Ltd.

3,000

2,701

China Petrochemical Development Corp.

10,000

6,950

China Steel Corp.

81,960

70,428

Chinatrust Financial Holding Co. Ltd.

79,090

43,593

Chunghwa Telecom Co. Ltd.

27,000

84,487

Clevo Co. Ltd.

2,000

2,616

Compal Electronics, Inc.

32,000

20,157

CTCI Corp.

5,000

9,945

Delta Electronics, Inc.

13,000

44,416

E Ink Holdings, Inc.

5,000

4,023

E Sun Financial Holdings Co. Ltd.

24,150

12,112

Epistar Corp.

6,000

9,552

Eternal Chemical Co. Ltd.

4,000

3,115

EVA Airways Corp.

10,400

6,035

Evergreen Marine Corp. (Taiwan) (a)

10,000

5,152

Everlight Electronics Co. Ltd.

2,000

2,088

Far Eastern Department Stores Co. Ltd.

8,160

7,682

Far Eastern Textile Ltd.

21,510

22,276

Far EasTone Telecommunications Co. Ltd.

12,000

27,689

Farglory Land Development Co. Ltd.

2,000

3,362

Feng Hsin Iron & Steel Co.

3,000

4,745

First Financial Holding Co. Ltd.

45,040

25,596

Formosa Chemicals & Fibre Corp.

22,000

52,119

Formosa Petrochemical Corp.

8,000

23,280

Formosa Plastics Corp.

28,000

76,303

Formosa Taffeta Co. Ltd.

6,000

5,289

Foxconn Technology Co. Ltd.

5,200

18,069

Fubon Financial Holding Co. Ltd.

40,398

41,491

Common Stocks - continued

Shares

Value

Taiwan - continued

Giant Manufacturing Co. Ltd.

2,000

$ 10,339

Highwealth Construction Corp.

3,000

4,165

HIWIN Technologies Corp.

1,050

6,758

Hon Hai Precision Industry Co. Ltd. (Foxconn)

71,000

215,601

Hotai Motor Co. Ltd.

2,000

14,242

HTC Corp.

5,000

36,118

Hua Nan Financial Holdings Co. Ltd.

38,527

20,246

Inotera Memories, Inc. (a)

12,000

1,631

Inventec Corp.

17,280

5,910

Kinsus Interconnect Technology Corp.

2,000

5,498

Largan Precision Co. Ltd.

1,000

21,294

Lee Chang Yung Chemical Industry Corp.

3,216

3,325

LITE-ON Technology Corp.

14,055

17,900

Macronix International Co. Ltd.

29,607

7,703

MediaTek, Inc.

8,000

88,874

Mega Financial Holding Co. Ltd.

56,690

41,241

Motech Industries, Inc. (a)

1,000

770

Nan Ya Plastics Corp.

34,000

59,945

Nan Ya Printed Circuit Board Corp.

1,000

1,149

Nankang Rubber Tire Co. Ltd.

5,469

6,328

Novatek Microelectronics Corp.

4,000

15,063

Pegatron Corp. (a)

10,000

12,633

Phison Electronics Corp.

1,000

7,686

Pou Chen Corp.

17,000

17,198

Powertech Technology, Inc.

5,000

7,771

President Chain Store Corp.

4,000

19,788

Quanta Computer, Inc.

18,000

41,164

Radiant Opto-Electronics Corp.

3,060

12,728

Realtek Semiconductor Corp.

4,020

7,569

Richtek Technology Corp.

1,000

5,443

Ruentex Development Co. Ltd.

4,000

6,710

Ruentex Industries Ltd.

3,146

7,098

Shin Kong Financial Holding Co. Ltd. (a)

40,000

10,366

Siliconware Precision Industries Co. Ltd.

22,000

21,380

SIMPLO Technology Co. Ltd.

2,200

10,846

Sino-American Silicon Products, Inc.

3,000

2,896

Sinopac Holdings Co.

45,821

17,726

Standard Foods Corp.

1,240

3,180

Synnex Technology International Corp.

8,000

16,926

Taishin Financial Holdings Co. Ltd.

44,970

16,088

Taiwan Business Bank

22,320

6,212

Taiwan Cement Corp.

23,000

29,488

Common Stocks - continued

Shares

Value

Taiwan - continued

Taiwan Cooperative Financial Holding Co. Ltd.

32,206

$ 16,759

Taiwan Fertilizer Co. Ltd.

5,000

11,914

Taiwan Glass Industry Corp.

5,225

5,000

Taiwan Mobile Co. Ltd.

11,600

40,507

Taiwan Semiconductor Manufacturing Co. Ltd.

176,000

536,328

TECO Electric & Machinery Co. Ltd.

14,000

9,514

Transcend Information, Inc.

1,000

2,516

Tripod Technology Corp.

4,000

7,737

TSRC Corp.

3,200

6,529

Tung Ho Steel Enterprise Corp.

7,000

6,638

U-Ming Marine Transport Corp.

2,000

3,033

Unified-President Enterprises Corp.

29,540

52,183

Unimicron Technology Corp.

10,000

10,236

United Microelectronics Corp.

86,000

31,891

Walsin Lihwa Corp. (a)

17,000

4,656

Wan Hai Lines Ltd. (a)

6,000

2,937

Wintek Corp. (a)

8,000

3,163

Wistron Corp.

16,600

15,941

WPG Holding Co. Ltd.

11,000

13,293

Yang Ming Marine Transport Corp.

8,000

3,122

Yuanta Financial Holding Co. Ltd.

57,190

25,844

Yulon Motor Co. Ltd.

6,000

10,496

TOTAL TAIWAN

2,651,983

Thailand - 0.5%

Advanced Info Service PCL

800

5,152

Advanced Info Service PCL (For. Reg.)

5,600

36,061

Bangkok Bank Public Co. Ltd.

3,800

22,426

Bangkok Bank Public Co. Ltd. (For. Reg.)

6,300

37,180

Bank of Ayudhya PCL

4,000

3,880

Bank of Ayudhya PCL (For. Reg.)

11,000

10,670

Banpu PCL (For. Reg.)

750

9,586

BEC World PCL (For. Reg.)

6,400

12,312

C.P. ALL PCL

5,100

6,610

C.P. ALL PCL (For. Reg.)

26,400

34,216

Charoen Pokphand Foods PCL

3,800

4,367

Charoen Pokphand Foods PCL (For. Reg.)

18,400

21,148

Glow Energy PCL (For. Reg.)

3,200

7,460

Indorama Ventures PCL (For. Reg.)

8,300

7,239

IRPC Public Co. Ltd. (For. Reg.)

58,700

8,230

Kasikornbank PCL

4,600

26,997

Kasikornbank PCL (For. Reg.)

8,900

52,233

Common Stocks - continued

Shares

Value

Thailand - continued

Krung Thai Bank PCL (For. Reg.)

26,255

$ 15,494

PTT Exploration and Production PCL

1,000

5,412

PTT Exploration and Production PCL (For. Reg.)

7,400

40,052

PTT Global Chemical PCL

2,100

4,177

PTT Global Chemical PCL (For. Reg.)

10,139

20,166

PTT PCL

800

8,295

PTT PCL (For. Reg.)

5,400

55,990

Siam Cement PCL

900

12,207

Siam Cement PCL (For. Reg.)

2,300

31,197

Siam Commercial Bank PCL

1,700

8,924

Siam Commercial Bank PCL (For. Reg.)

9,600

50,395

Thai Oil PCL (For. Reg.)

5,700

12,405

TOTAL THAILAND

570,481

Turkey - 0.4%

Akbank T.A.S.

12,746

61,437

Anadolu Efes Biracilik Ve Malt Sanayii A/S

1,485

22,285

Arcelik A/S

1,550

10,247

Asya Katilim Bankasi A/S (a)

3,321

3,724

Bim Birlesik Magazalar A/S JSC

753

34,972

Coca-Cola Icecek A/S

406

7,882

Emlak Konut Gayrimenkul Yatirim Ortakligi A/S

5,184

7,722

Enka Insaat ve Sanayi A/S

2,317

6,153

Eregli Demir ve Celik Fabrikalari T.A.S.

7,675

9,120

Ford Otomotiv Sanayi A/S

678

6,960

Haci Omer Sabanci Holding A/S

6,104

32,214

Koc Holding A/S

4,832

22,698

Koza Altin Isletmeleri A/S

200

4,351

TAV Havalimanlari Holding A/S

1,501

7,453

Turk Hava Yollari AO (a)

3,421

7,920

Turk Sise ve Cam Fabrikalari A/S

1,740

2,543

Turk Telekomunikasyon A/S

4,159

16,242

Turkcell Iletisim Hizmet A/S (a)

5,421

33,120

Turkiye Garanti Bankasi A/S

16,300

77,840

Turkiye Halk Bankasi A/S

2,302

20,291

Turkiye Is Bankasi A/S Series C

11,071

37,675

Turkiye Petrol Rafinerile A/S

875

21,381

Turkiye Vakiflar Bankasi TAO

5,506

12,963

Yapi ve Kredi Bankasi A/S (a)

6,114

15,690

TOTAL TURKEY

482,883

Common Stocks - continued

Shares

Value

United Kingdom - 14.4%

3I Group PLC

7,049

$ 24,502

Aberdeen Asset Management PLC

6,391

33,467

Admiral Group PLC

1,418

25,354

Aggreko PLC

1,905

66,095

AMEC PLC

2,283

39,052

Anglo American PLC (United Kingdom)

9,980

306,482

Antofagasta PLC

2,852

57,852

ARM Holdings PLC

9,864

106,290

Associated British Foods PLC

2,549

56,971

AstraZeneca PLC (United Kingdom)

9,110

422,474

Aviva PLC

21,061

112,790

Babcock International Group PLC

2,492

39,330

BAE Systems PLC

23,570

118,749

Balfour Beatty PLC

4,830

24,568

Barclays PLC

83,347

308,195

BG Group PLC

24,376

451,389

BHP Billiton PLC

15,189

486,827

BP PLC

136,446

974,443

British American Tobacco PLC (United Kingdom)

14,037

696,230

British Land Co. PLC

6,086

51,905

British Sky Broadcasting Group PLC

7,850

89,816

BT Group PLC

55,931

192,212

Bunzl PLC

2,325

38,458

Burberry Group PLC

3,054

57,465

Capita Group PLC

4,650

54,253

Capital Shopping Centres Group PLC

3,738

20,087

Carnival PLC

1,272

50,667

Centrica PLC

37,045

193,751

Cobham PLC

7,852

27,243

Compass Group PLC

13,331

146,288

Croda International PLC

950

33,743

Diageo PLC

17,957

513,364

Eurasian Natural Resources Corp. PLC

1,991

10,529

Evraz PLC

2,253

8,588

Fresnillo PLC

1,265

39,174

G4S PLC (United Kingdom)

9,889

41,572

GKN PLC

11,612

38,902

GlaxoSmithKline PLC

35,984

806,310

Hammerson PLC

5,081

38,685

HSBC Holdings PLC (United Kingdom)

130,287

1,284,537

ICAP PLC

3,760

19,726

IMI PLC

2,293

35,320

Common Stocks - continued

Shares

Value

United Kingdom - continued

Imperial Tobacco Group PLC

7,153

$ 270,110

Inmarsat PLC

3,234

29,565

InterContinental Hotel Group PLC

1,869

46,242

Intertek Group PLC

1,117

50,814

Invensys PLC

6,205

22,810

Investec PLC

3,852

22,652

ITV PLC

26,555

37,089

J Sainsbury PLC

8,574

49,063

Johnson Matthey PLC

1,460

52,988

Kazakhmys PLC

1,440

16,476

Kingfisher PLC

16,837

78,659

Land Securities Group PLC

5,654

73,358

Legal & General Group PLC

41,742

90,264

Lloyds Banking Group PLC (a)

303,544

199,885

London Stock Exchange Group PLC

1,331

20,953

Lonmin PLC

1,047

8,668

Man Group PLC

13,824

17,501

Marks & Spencer Group PLC

11,638

73,959

Meggitt PLC

5,625

35,039

Melrose PLC

8,646

33,625

National Grid PLC

25,726

293,394

Next PLC

1,163

66,926

Old Mutual PLC

34,800

96,593

Pearson PLC

5,790

116,419

Prudential PLC

18,293

251,229

Reckitt Benckiser Group PLC

4,665

282,305

Reed Elsevier PLC

8,628

84,376

Rexam PLC

6,206

44,737

Rio Tinto PLC

9,631

481,130

Rolls-Royce Group PLC

13,475

185,813

Rolls-Royce Group PLC Class C

1,024,100

1,653

Royal & Sun Alliance Insurance Group PLC

26,113

47,323

Royal Bank of Scotland Group PLC (a)

14,928

66,655

Royal Dutch Shell PLC:

Class A (Netherlands)

9,256

317,308

Class A (United Kingdom)

17,350

595,326

Class B (United Kingdom)

18,915

669,070

SABMiller PLC

6,857

293,733

Sage Group PLC

9,009

45,170

Schroders PLC

840

20,659

Scottish & Southern Energy PLC

6,930

161,934

Segro PLC

5,237

20,080

Common Stocks - continued

Shares

Value

United Kingdom - continued

Serco Group PLC

3,532

$ 32,289

Severn Trent PLC

1,718

44,525

Smith & Nephew PLC

6,474

68,464

Smiths Group PLC

2,759

47,017

Standard Chartered PLC (United Kingdom)

17,355

409,877

Standard Life PLC

17,079

80,479

Tate & Lyle PLC

3,305

38,721

Tesco PLC

57,798

298,329

The Weir Group PLC

1,571

44,163

TUI Travel PLC

3,475

14,076

Tullow Oil PLC

6,455

146,251

Unilever PLC

9,201

343,227

United Utilities Group PLC

4,855

53,041

Vedanta Resources PLC

696

12,737

Vodafone Group PLC

353,706

960,537

Whitbread PLC

1,297

49,186

WM Morrison Supermarkets PLC

16,829

72,756

Xstrata PLC

15,078

238,236

TOTAL UNITED KINGDOM

16,469,119

United States of America - 0.0%

Southern Copper Corp.

1,215

46,292

TOTAL COMMON STOCKS

(Cost $104,238,309)


108,144,806

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Colombia - 0.1%

Banco Davivienda SA

574

7,082

Grupo Aval Acciones Y Val SA

10,061

7,113

Grupo de Inversiones Suramerica

618

12,719

Inversiones Argos SA

721

8,030

TOTAL COLOMBIA

34,944

Germany - 0.4%

Bayerische Motoren Werke AG (BMW) (non-vtg.)

371

20,533

Henkel AG & Co. KGaA

1,268

101,257

Porsche Automobil Holding SE (Germany)

1,096

72,762

ProSiebenSat.1 Media AG

603

16,804

Nonconvertible Preferred Stocks - continued

Shares

Value

Germany - continued

RWE AG (non-vtg.)

277

$ 11,473

Volkswagen AG

1,032

213,485

TOTAL GERMANY

436,314

Italy - 0.0%

Telecom Italia SpA (Risparmio Shares)

43,609

34,921

Korea (South) - 0.1%

Hyundai Motor Co.

154

9,435

Hyundai Motor Co. Series 2

327

21,444

LG Chemical Ltd.

86

7,690

Samsung Electronics Co. Ltd.

149

108,232

TOTAL KOREA (SOUTH)

146,801

Russia - 0.1%

AK Transneft OAO (a)

11

21,993

Sberbank (Savings Bank of the Russian Federation) (a)

19,874

41,851

Surgutneftegaz JSC

45,590

28,237

TOTAL RUSSIA

92,081

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $642,156)


745,061

Investment Companies - 0.4%

 

 

 

 

iShares MSCI Canada Index ETF
(Cost $439,666)

16,000


455,680

Government Obligations - 0.5%

 

Principal Amount

 

United States of America - 0.5%

U.S. Treasury Bills, yield at date of purchase 0.13% to 0.14% 11/23/12 to 2/28/13 (d)
(Cost $599,808)

$ 600,000


599,840

Money Market Funds - 2.9%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

2,982,747

$ 2,982,747

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(e)

300,240

300,240

TOTAL MONEY MARKET FUNDS

(Cost $3,282,987)

3,282,987

TOTAL INVESTMENT PORTFOLIO - 99.0%

(Cost $109,202,926)

113,228,374

NET OTHER ASSETS (LIABILITIES) - 1.0%

1,178,133

NET ASSETS - 100%

$ 114,406,507

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

50 NYSE E-mini MSCI EAFE Index Contracts

Dec. 2012

$ 3,796,000

$ 3,236

27 NYSE E-mini MSCI Emerging Markets Index Contracts

Dec. 2012

1,336,500

(6,747)

TOTAL EQUITY INDEX CONTRACTS

$ 5,132,500

$ (3,511)

The face value of futures purchased as a percentage of net assets is 4.5%

Security Type Abbreviations

ETF

-

Exchange Traded Fund

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Security or a portion of the security is on loan at period end.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $299,956.

(e) Investment made with cash collateral received from securities on loan.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 3,231

Fidelity Securities Lending Cash Central Fund

5,932

Total

$ 9,163

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 9,947,576

$ 8,243,837

$ 1,703,739

$ -

Consumer Staples

11,346,426

8,857,411

2,489,015

-

Energy

11,822,069

7,063,440

4,758,629

-

Financials

27,433,771

21,645,735

5,783,871

4,165

Health Care

8,023,912

4,082,946

3,940,966

-

Industrials

11,348,374

10,281,893

1,066,481

-

Information Technology

6,787,255

4,596,532

2,190,723

-

Materials

12,042,712

9,335,845

2,706,867

-

Telecommunication Services

6,124,819

3,205,231

2,919,588

-

Utilities

4,012,953

3,628,110

384,843

-

Investment Companies

455,680

455,680

-

-

Government Obligations

599,840

-

599,840

-

Money Market Funds

3,282,987

3,282,987

-

-

Total Investments in Securities:

$ 113,228,374

$ 84,679,647

$ 28,544,562

$ 4,165

Derivative Instruments:

Assets

Futures Contracts

$ 3,236

$ 3,236

$ -

$ -

Liabilities

Futures Contracts

$ (6,747)

$ (6,747)

$ -

$ -

Total Derivative Instruments:

$ (3,511)

$ (3,511)

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 15,330

Level 2 to Level 1

$ 9,421,562

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2012. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
 Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 3,236

$ (6,747)

Total Value of Derivatives

$ 3,236

$ (6,747)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Global ex U.S. Index Fund

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $281,185) - See accompanying schedule:

Unaffiliated issuers (cost $105,919,939)

$ 109,945,387

 

Fidelity Central Funds (cost $3,282,987)

3,282,987

 

Total Investments (cost $109,202,926)

 

$ 113,228,374

Cash

 

4,008

Foreign currency held at value (cost $285,123)

285,107

Receivable for fund shares sold

1,401,562

Dividends receivable

203,111

Distributions receivable from Fidelity Central Funds

1,330

Receivable from investment adviser for expense reductions

7,988

Other receivables

1,362

Total assets

115,132,842

 

 

 

Liabilities

Payable for investments purchased

$ 103,697

Payable for fund shares redeemed

242,302

Accrued management fee

17,109

Payable for daily variation margin on futures contracts

29,284

Other affiliated payables

7,135

Other payables and accrued expenses

26,568

Collateral on securities loaned, at value

300,240

Total liabilities

726,335

 

 

 

Net Assets

$ 114,406,507

Net Assets consist of:

 

Paid in capital

$ 109,037,447

Undistributed net investment income

1,461,512

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(99,943)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

4,007,491

Net Assets

$ 114,406,507

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Investor Class:
Net Asset Value, offering price and redemption price
per share ($25,551,942 ÷ 2,425,145 shares)

$ 10.54

 

 

 

Fidelity Advantage Class:
Net Asset Value, offering price and redemption price per share ($67,539,086 ÷ 6,405,456 shares)

$ 10.54

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($21,198,901 ÷ 2,009,280 shares)

$ 10.55

 

 

 

Fidelity Advantage Institutional Class:
Net Asset Value, offering price and redemption price per share ($116,578 ÷ 11,044 shares)

$ 10.56

See accompanying notes which are an integral part of the financial statements.

Annual Report

Spartan Global ex U.S. Index Fund
Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 2,075,748

Interest

 

566

Income from Fidelity Central Funds

 

9,163

Income before foreign taxes withheld

 

2,085,477

Less foreign taxes withheld

 

(168,787)

Total income

 

1,916,690

 

 

 

Expenses

Management fee

$ 121,983

Transfer agent fees

48,750

Independent trustees' compensation

199

Miscellaneous

97

Total expenses before reductions

171,029

Expense reductions

(60,814)

110,215

Net investment income (loss)

1,806,475

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(128,536)

Foreign currency transactions

(17,116)

Futures contracts

254,584

Swap agreements

(46,146)

 

Total net realized gain (loss)

 

62,786

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $11,311)

3,525,431

Assets and liabilities in foreign currencies

(1,459)

Futures contracts

(97,689)

Swap agreements

(35,181)

Total change in net unrealized appreciation (depreciation)

 

3,391,102

Net gain (loss)

3,453,888

Net increase (decrease) in net assets resulting from operations

$ 5,260,363

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

For the period
September 8, 2011
(commencement of
operations) to
October 31, 2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,806,475

$ 86,770

Net realized gain (loss)

62,786

(253,482)

Change in net unrealized appreciation (depreciation)

3,391,102

616,389

Net increase (decrease) in net assets resulting
from operations

5,260,363

449,677

Distributions to shareholders from net realized gain

(118,904)

-

Share transactions - net increase (decrease)

74,594,182

34,189,185

Redemption fees

31,911

93

Total increase (decrease) in net assets

79,767,552

34,638,955

 

 

 

Net Assets

Beginning of period

34,638,955

-

End of period (including undistributed net investment income of $1,461,512 and accumulated net investment loss of $136,472, respectively)

$ 114,406,507

$ 34,638,955

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Investor Class

Years ended October 31,

2012

2011 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.09

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .29

  .03

Net realized and unrealized gain (loss)

  .18

  .06

Total from investment operations

  .47

  .09

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .01

  -I

Net asset value, end of period

$ 10.54

$ 10.09

Total Return B,C

  4.81%

  .90%

Ratios to Average Net Assets E,H

 

 

Expenses before reductions

  .34%

  .34% A

Expenses net of fee waivers, if any

  .24%

  .24% A

Expenses net of all reductions

  .24%

  .24% A

Net investment income (loss)

  2.88%

  1.79% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 25,552

$ 1,790

Portfolio turnover rate F

  7%

  1% J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period September 8, 2011 (commencement of operations) to October 31, 2011.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Fidelity Advantage Class

Years ended October 31,

2012

2011 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.09

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .30

  .03

Net realized and unrealized gain (loss)

  .17

  .06

Total from investment operations

  .47

  .09

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .01

  - I

Net asset value, end of period

$ 10.54

$ 10.09

Total Return B,C

  4.81%

  .90%

Ratios to Average Net Assets E,H

 

 

Expenses before reductions

  .28%

  .28% A

Expenses net of fee waivers, if any

  .18%

  .18% A

Expenses net of all reductions

  .18%

  .18% A

Net investment income (loss)

  2.94%

  1.86% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 67,539

$ 17,715

Portfolio turnover rate F

  7%

  1% J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period September 8, 2011 (commencement of operations) to October 31, 2011.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2012

2011 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.09

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .30

  .03

Net realized and unrealized gain (loss)

  .18

  .06

Total from investment operations

  .48

  .09

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .01

  -I

Net asset value, end of period

$ 10.55

$ 10.09

Total Return B,C

  4.91%

  .90%

Ratios to Average Net Assets E,H

 

 

Expenses before reductions

  .23%

  .23% A

Expenses net of fee waivers, if any

  .13%

  .13% A

Expenses net of all reductions

  .13%

  .13% A

Net investment income (loss)

  2.99%

  1.91% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 21,199

$ 7,567

Portfolio turnover rate F

  7%

  1% J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period September 8, 2011 (commencement of operations) to October 31, 2011.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Fidelity Advantage Institutional Class

Years ended October 31,

2012

2011 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.09

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .30

  .03

Net realized and unrealized gain (loss)

  .19

  .06

Total from investment operations

  .49

  .09

Distributions from net realized gain

  (.03)

  -

Redemption fees added to paid in capital D

  .01

  - I

Net asset value, end of period

$ 10.56

$ 10.09

Total Return B,C

  5.01%

  .90%

Ratios to Average Net Assets E,H

 

 

Expenses before reductions

  .20%

  .20% A

Expenses net of fee waivers, if any

  .10%

  .10% A

Expenses net of all reductions

  .10%

  .10% A

Net investment income (loss)

  3.03%

  1.94% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 117

$ 7,568

Portfolio turnover rate F

  7%

  1% J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period September 8, 2011 (commencement of operations) to October 31, 2011.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund (the Funds) are funds of Fidelity Salem Street Trust (the Trust) and are authorized to issue an unlimited number of shares. 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 offers Investor Class, Fidelity Advantage Class, Institutional Class and Fidelity Advantage Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. Investments in emerging markets, if applicable, can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

The Funds invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Funds' Schedules of Investments list each of the Fidelity Central Funds held as of period end, if any, as an investment of each Fund, but do not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, each Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Funds' Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Funds:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), each Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by each Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees each Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

Each Fund categorizes the inputs to valuation techniques used to value their investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value each Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. Swaps are marked-to-market daily based on valuations from third party pricing vendors or broker-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing vendors utilize matrix pricing which considers comparisons to movements in the underlying index, interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of each Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Foreign Currency Translation. The Funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Funds' investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Funds estimate the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, each Fund did not have any unrecognized tax benefits in the financial statements; nor is each Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on each Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund are subject to a tax imposed on capital gains by certain countries in which they invest. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Funds claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, certain foreign taxes, swap agreements, foreign currency transactions, passive foreign investment companies, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows for each Fund:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

 

Tax cost

Gross unrealized appreciation

Gross unrealized depreciation

Net unrealized
appreciation
(depreciation) on securities and
other investments

Spartan Emerging Markets Index Fund

$ 92,401,435

$ 7,968,844

$ (4,337,128)

$ 3,631,716

Spartan Global ex U.S. Index Fund

109,401,601

8,565,908

(4,739,135)

3,826,773

The tax-based components of distributable earnings as of period end were as follows for each Fund:

 

Undistributed
ordinary
income

Undistributedlong-term
capital gain

Capital loss
carryforward

Net unrealized appreciation
(depreciation)

Spartan Emerging Markets Index Fund

$ 1,596,445

$ -

$ (2,778,562)

$ 3,631,019

Spartan Global ex U.S. Index Fund

1,531,180

25,554

-

3,823,638

Capital loss carryforwards are only available to offset future capital gains of the Funds to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

No expiration

 

Short-term

Long-term

Total
no expiration

Spartan Emerging Markets Index Fund

$ (2,778,562)

$ -

$ (2,778,562)

The tax character of distributions paid was as follows:

October 31, 2012

 

 

 

Long-term
Capital Gains

Total

Spartan Emerging Markets Index Fund

$ 144,849

$ 144,849

Spartan Global ex U.S. Index Fund

118,904

118,904

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held by investors in the Funds less than 90 days are subject to a redemption fee equal to 1.50% and 1.00% of the net asset value of shares redeemed from Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund, respectively. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Funds and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Funds' investment objective allows the Funds to enter into various types of derivative contracts, including futures contracts and swap agreements. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified instrument based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Funds used derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Funds may not achieve their objectives.

The Funds' use of derivatives increased or decreased their exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Funds are also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Funds will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Funds. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as swap transactions, the Funds attempt to reduce their exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives the Funds the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on OTC derivatives, the Funds receive collateral in the form of cash or securities once each Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Funds' custodian bank in accordance with the collateral agreements entered into between the Funds, the counterparty and the Funds' custodian bank. The Funds could experience delays and costs in gaining access to the collateral even though it is held by the Funds' custodian bank. The Funds' maximum risk of loss from counterparty credit risk related to OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Funds. The Funds may be required to pledge collateral for the benefit of the counterparties on OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however, counterparty credit risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Annual Report

4. Derivative Instruments - continued

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Funds, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as shown in the Statement of Operations.

Primary Risk Exposure / Derivative Type

Net Realized
Gain (Loss)

Change in Net
Unrealized
Appreciation
(Depreciation)

Spartan Emerging Markets Index Fund

 

 

Equity Risk

 

 

Futures Contracts

$ 55,081

$ (43,928)

Swap Agreements

143,286

(309,278)

Totals (a)

$ 198,367

$ (353,206)

Spartan Global ex U.S. Index Fund

 

 

Equity Risk

 

 

Futures Contracts

$ 254,584

$ (97,689)

Swap Agreements

(46,146)

(35,181)

Totals (a)

$ 208,438

$ (132,870)

(a) A summary of the value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Schedule of Investments and is representative of activity for the period.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Funds used futures contracts to manage their exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

Any open futures contracts at period end are shown in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument at period end. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

Swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the swap agreements at value line items. Any upfront premiums paid or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded as realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are included in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Any open swaps at period end are included in the Schedule of Investments under the caption "Swap Agreements."

Total Return Swaps. Total return swaps are agreements between counterparties to exchange cash flows, one based on a market-linked return of an individual asset or a basket of assets (i.e., an index), and the other on a fixed or floating rate. To the extent the total return of the instrument or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty. The Funds entered into total return swaps to manage their market exposure.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, are noted in the table below.

 

Purchases ($)

Sales ($)

Spartan Emerging Markets Index Fund

95,046,699

41,087,474

Spartan Global ex U.S. Index Fund

77,792,804

4,196,441

Securities received in-kind through subscriptions are noted in the table below.

 

Value of securities
Received

Spartan Global ex U.S. Index Fund

$ 10,715,382

Annual Report

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR and its affiliates provide the Funds with investment management related services for which the Funds pay a monthly management fee. The management fee is based on an annual rate of .25% and .20% of average net assets for Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund, respectively. Under the management contract, FMR pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense.

In addition, under an expense contract, FMR pays class-level expenses as necessary so that the total expenses do not exceed certain amounts of each class' average net assets on an annual basis with certain exceptions, as noted in the following table:

 

Investor
Class

Fidelity
Advantage
Class

Institutional Class

Fidelity
Advantage
Institutional
Class

Spartan Emerging Markets Index Fund

.46%

.35%

.28%

.25%

Spartan Global ex U.S. Index Fund

.34%

.28%

.23%

.20%

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Funds. Geode provides discretionary investment advisory services to the Funds and is paid by FMR for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Funds. FIIOC receives transfer agent fees at an annual rate of .21%, .11%, .035% and .015% of average net assets for each Fund's Investor Class, Fidelity Advantage Class, Institutional Class, and Fidelity Advantage Institutional Class, respectively. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Under the expense contract for Spartan Emerging Markets Index Fund, Investor Class, Fidelity Advantage Class and Institutional Class pay all or a portion of the transfer agent fees at an annual rate of .21%, .10% and .03% of average net assets, respectively. Fidelity Advantage Institutional Class does not pay transfer agent fees.

Under the expense contract, for Spartan Global ex U.S. Index Fund, Investor Class, Fidelity Advantage Class and Institutional Class pay a portion of the transfer agent fees at an annual rate of .14%, .08% and .03% of average net assets, respectively. Fidelity Advantage Institutional Class does not pay transfer agent fees.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, the total transfer agent fees paid by each applicable class were as follows:

Spartan Emerging Markets Index Fund

Amount

Investor Class

$ 94,076

Fidelity Advantage Class

28,045

Institutional Class

297

 

$ 122,418

Spartan Global ex U.S. Index Fund

 

Investor Class

$ 17,635

Fidelity Advantage Class

27,621

Institutional Class

3,494

 

$ 48,750

During the period, an affiliate of FMR voluntarily reimbursed Spartan Global ex U.S. Index Fund $116,869 for a transfer agent error which is included in paid in capital in the accompanying Statement of Assets and Liabilities.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Funds, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, Spartan Emerging Markets Index Fund had no interfund loans outstanding. Each applicable fund's activity in this program during the period for which loans were outstanding was as follows:

 

Borrower or
Lender

Average Loan Balance

Weighted
Average
Interest Rate

Interest
Expense

Spartan Emerging Markets Index Fund

Borrower

$ 4,280,000

.41%

$ 97

7. Committed Line of Credit.

Certain Funds participate with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

Spartan Emerging Markets Index Fund

$ 126

Spartan Global ex U.S. Index Fund

97

During the period, there were no borrowings on this line of credit.

Annual Report

8. Security Lending.

Certain Funds lend portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, each applicable Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Funds and any additional required collateral is delivered to the Funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on each applicable Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented on each applicable Fund's Statement of Operations as a component of income from Fidelity Central Funds. Security lending activity as of and during the period was as follows:

 

Total Security
Lending Income

Spartan Emerging Markets Index Fund

$ 116

Spartan Global ex U.S. Index Fund

5,932

9. Bank Borrowings.

Each Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. Each Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. At period end, there were no bank borrowings outstanding. Each applicable Fund's activity in this program during the period for which loans were outstanding was as follows:

 

Average Loan
Balance

Weighted Average Interest Rate

Interest
Expense

Spartan Emerging Markets Index Fund

$ 29,910,000

.63%

$ 1,047

Annual Report

Notes to Financial Statements - continued

10. Expense Reductions.

FMR contractually agreed to reimburse funds to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes of each applicable Fund were in reimbursement during the period:

 

Expense
Limitations*

Reimbursement
from adviser

Spartan Emerging Markets Index Fund

 

Investor Class

.33%

$ 57,821

Fidelity Advantage Class

.22%

36,265

Institutional Class

.15%

1,301

Fidelity Advantage Institutional Class

.12%

1,196

Spartan Global ex U.S. Index Fund

 

 

Investor Class

.24%

12,466

Fidelity Advantage Class

.18%

34,496

Institutional Class

.13%

11,590

Fidelity Advantage Institutional Class

.10%

2,251

* The expense limitations that will be in effect on January 1, 2013 are noted in the table below and will remain in place through December 31, 2013.

 

Expense
Limitations

Spartan Emerging Markets Index Fund

 

Investor Class

.31%

Fidelity Advantage Class

.20%

Institutional Class

.13%

Fidelity Advantage Institutional Class

.10%

Spartan Global ex U.S. Index Fund

 

Investor Class

.22%

Fidelity Advantage Class

.18%

Institutional Class

.13%

Fidelity Advantage Institutional Class

.10%

In addition, through arrangements with each applicable Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. All of the applicable expense reductions are noted in the table below.

Spartan Emerging Markets Index Fund

$ 53

Spartan Global ex U.S. Index Fund

11

Annual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011A

Spartan Emerging Markets Index Fund

 

 

From net realized gain

 

 

Investor Class

$ 75,627

$ -

Fidelity Advantage Class

39,940

-

Institutional Class

14,631

-

Fidelity Advantage Institutional Class

14,651

-

Total

$ 144,849

$ -

Spartan Global ex U.S. Index Fund

 

 

From net realized gain

 

 

Investor Class

$ 10,086

$ -

Fidelity Advantage Class

61,496

-

Institutional Class

23,661

-

Fidelity Advantage Institutional Class

23,661

-

Total

$ 118,904

$ -

A For the period September 8, 2011 (commencement of operations) to October 31, 2011.

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011A

2012

2011A

Spartan Emerging Markets Index Fund

 

 

 

 

Investor Class

 

 

 

 

Shares sold

8,985,035

2,000,573

$ 84,541,058

$ 17,944,136

Reinvestment of distributions

8,161

-

74,427

-

Shares redeemed

(5,916,245)

(513,183)

(56,375,691)

(4,599,752)

Net increase (decrease)

3,076,951

1,487,390

$ 28,239,794

$ 13,344,384

Fidelity Advantage Class

 

 

 

 

Shares sold

5,877,822

1,102,387

$ 56,396,023

$ 10,433,223

Reinvestment of distributions

4,293

-

39,151

-

Shares redeemed

(1,692,005)

-

(15,835,888)

-

Net increase (decrease)

4,190,110

1,102,387

$ 40,599,286

$ 10,433,223

Institutional Class

 

 

 

 

Shares sold

62,685

500,001

$ 593,633

$ 5,000,010

Reinvestment of distributions

1,604

-

14,631

-

Shares redeemed

(511,428)

-

(4,773,271)

-

Net increase (decrease)

(447,139)

500,001

$ (4,165,007)

$ 5,000,010

Annual Report

Notes to Financial Statements - continued

12. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011A

2012

2011A

Fidelity Advantage Institutional Class

 

 

 

 

Shares sold

7,902

500,001

$ 78,409

$ 5,000,010

Reinvestment of distributions

1,606

-

14,651

-

Shares redeemed

(501,374)

-

(4,675,011)

-

Net increase (decrease)

(491,866)

500,001

$ (4,581,951)

$ 5,000,010

Spartan Global ex U.S. Index Fund

 

 

 

 

Investor Class

 

 

 

 

Shares sold

2,777,466

928,521

$ 28,058,197

$ 9,214,235

Reinvestment of distributions

952

-

9,239

-

Shares redeemed

(530,683)

(751,111)

(5,392,759)

(7,397,542)

Net increase (decrease)

2,247,735

177,410

$ 22,674,677

$ 1,816,693

Fidelity Advantage Class

 

 

 

 

Shares sold

6,694,107

1,755,857

$ 68,329,114

$ 17,372,473

Reinvestment of distributions

6,228

-

60,478

-

Shares redeemed

(2,050,736)

-

(20,469,188)

-

Net increase (decrease)

4,649,599

1,755,857

$ 47,920,404

$ 17,372,473

Institutional Class

 

 

 

 

Shares sold

2,541,317

750,001

$ 24,281,272

$ 7,500,009

Reinvestment of distributions

2,437

-

23,661

-

Shares redeemed

(1,284,475)

-

(12,955,759)

-

Net increase (decrease)

1,259,279

750,001

$ 11,349,174

$ 7,500,009

Fidelity Advantage Institutional Class

 

 

 

 

Shares sold

-

750,001

$ -

$ 7,500,010

Reinvestment of distributions

2,437

-

23,661

-

Shares redeemed

(741,394)

-

(7,373,734)

-

Net increase (decrease)

(738,957)

750,001

$ (7,350,073)

$ 7,500,010

A For the period September 8, 2011 (commencement of operations) to October 31, 2011.

13. Other.

The Funds' organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Funds. In the normal course of business, the Funds may also enter into contracts that provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Funds. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Salem Street Trust and the Shareholders of Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund:

We have audited the accompanying statements of assets and liabilities of Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund (the Funds), each a fund of Fidelity Salem Street Trust, including the schedules of investments, as of October 31, 2012, and the related statements of operations for the year then ended, the statements of changes in net assets for the year then ended and the period from September 8, 2011 (commencement of operations) to October 31, 2011, and the financial highlights for the year then ended and the period from September 8, 2011 (commencement of operations) to October 31, 2011. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. 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 Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund as of October 31, 2012, the results of their operations for the year then ended, the changes in their net assets for the year then ended and the period from September 8, 2011 (commencement of operations) to October 31, 2011, and their financial highlights for the year then ended and the period from September 8, 2011 (commencement of operations) to October 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 20, 2012

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 207 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Funds' Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Funds' Trustees."

Annual Report

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (50)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (77)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (70)

 

Year of Election or Appointment: 2006

Mr. Gamper is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (60)

 

Year of Election or Appointment: 2010

Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (65)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C. Johnson 3d or Ms. Abigail P. Johnson.

Michael E. Kenneally (58)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (72)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (66)

 

Year of Election or Appointment: 2001

Ms. Knowles is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (73)

 

Year of Election or Appointment: 2005

Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-2012).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Annual Report

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

John R. Hebble (54)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Charles S. Morrison (51)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Morrison also serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.

Derek L. Young (48)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds. Mr. Young is also a Trustee of other investment companies advised by Strategic Advisers, Inc. (Strategic Advisers) (2012-present), President and a Director of Strategic Advisers (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

Andrew Windmueller (52)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Asset Allocation Funds. Mr. Windmueller also serves as Chief Investment Officer of Strategic Advisers, Inc. (2011-present), Chief Investment Officer for Global Asset Allocation Multi-Asset Class Strategies (2011-present), and is an employee of Fidelity Investments (2000-present).

Scott C. Goebel (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Ramon Herrera (38)

 

Year of Election or Appointment: 2012

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Herrera also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2004-present).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (45)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Stephanie J. Dorsey (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer (2011-present) and Deputy Treasurer (2008-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (43)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Gary W. Ryan (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of each fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Spartan Emerging Market Index Fund

 

 

 

 

Institutional Class

12/17/12

12/14/12

$0.14524

$0.064

Fidelity Advantage Institutional Class

12/17/12

12/14/12

$0.14912

$0.064

Spartan Global ex U.S. Index Fund

 

 

 

 

Institutional Class

12/17/12

12/14/12

$0.16930

$0.008

Fidelity Advantage Institutional Class

12/17/12

12/14/12

$0.17348

$0.008

The funds hereby designate as capital gain dividend the amounts noted below for the taxable year ended October 31, 2012, or, if subsequently determined to be different, the net capital gain of such year.

Spartan Global ex U.S. Index Fund

$26.670

The funds will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Spartan Emerging Markets Index Fund

Spartan Global ex U.S. Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for each fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. The Board has established three standing committees, Operations, Audit, and Governance and Nominating, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of each fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of each fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of each fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale exist and would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for each fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of each fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders in each fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that each fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in that fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the funds' investment personnel, and also considered the funds' investment objectives, strategies, and related investment philosophies. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of each fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for each fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, each fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a sector neutral investment approach for certain funds and utilizing a team of portfolio managers to manage certain sector-neutral funds; (vi) rationalizing product lines and gaining increased efficiencies through combinations of several funds with other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether each fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. As the funds recently commenced operations, the Board did not believe that it was appropriate to assign significant weight to their limited investment performance.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to each fund under the Advisory Contracts should benefit each fund's shareholders.

Annual Report

Competitiveness of Management Fee and Total Expense Ratio. The Board considered each fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the period of each fund's operations shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a TMG % of 3% would mean that 97% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which a fund's management fee ranked, is also included in the charts and considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, for a more meaningful comparison of management fees, each fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians) from the fund's management fee. In this regard, the Board considered that net management fees can vary from year to year because of differences in "fund-level" non-management expenses, and that "fund-level" non-management expenses may exceed the fund's management fee and result in a negative net management fee. The Board noted, however, that FMR does not pay transfer agent fees or other "class-level" expenses under each fund's management contract.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Spartan Emerging Markets Index Fund

abc1290204

Spartan Global ex U.S. Index Fund

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The Board noted that each fund's hypothetical net management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for the period.

Based on its review, the Board concluded that each fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

Total Expense Ratio. In its review of the total expense ratio of each class of each fund, the Board considered the fund's hypothetical net management fee as well as the fund's gross management fee. The Board also considered other "fund-level" expenses, such as pricing and bookkeeping fees and custodial, legal, and audit fees. The Board also considered other "class-level" expenses, such as transfer agent fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current total expense ratios of each class of each fund compared to competitive fund median expenses. Each class of each fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Fidelity Advantage Class, Fidelity Advantage Institutional Class, and Institutional Class of Spartan Emerging Markets Index Fund ranked below its competitive median for the period and the total expense ratio of Investor Class ranked above its competitive median for the period. The Board considered that various factors, including 12b-1 fees and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

The Board considered that current contractual arrangements for Spartan Emerging Markets Index Fund oblige FMR to pay all "class-level" expenses of each class of the fund to the extent necessary to limit total expenses, with certain exceptions, as follows: Fidelity Advantage Class: 0.35%; Fidelity Advantage Institutional Class: 0.25%; Institutional Class: 0.28%; and Investor Class: 0.46%. The Board further considered that FMR contractually agreed to reimburse Fidelity Advantage Class, Fidelity Advantage Institutional Class, Institutional Class, and Investor Class of the fund to the extent that total expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 0.22%, 0.12%, 0.15%, and 0.33% through December 31, 2012.

The Board noted that the total expense ratio of each class of Spartan Global ex U.S. Index Fund ranked below its competitive median for the period.

The Board considered that current contractual arrangements for Spartan Global ex U.S. Index Fund oblige FMR to pay all "class-level" expenses of each class of the fund to the extent necessary to limit total expenses, with certain exceptions, as follows: Fidelity Advantage Class: 0.28%; Fidelity Advantage Institutional Class: 0.20%; Institutional Class: 0.23%; and Investor Class: 0.34%. The Board further considered that FMR contractually agreed to reimburse Fidelity Advantage Class, Fidelity Advantage Institutional Class, Institutional Class, and Investor Class of the fund to the extent that total expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 0.18%, 0.10%, 0.13%, and 0.24% through December 31, 2012.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of each fund was reasonable, although Investor Class of Spartan Emerging Markets Index Fund was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing each fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for each fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the funds' business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of each fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which each fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures, including the group fee structure, and the rationale for recommending different fees among different categories of funds and classes; (vi) Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes as well as contractual waivers in place for certain funds; (vii) regulatory and industry developments, including those affecting money market funds and target date funds, and the potential impact to Fidelity; (viii) Fidelity's transfer agent fees, expenses, and services, and drivers for determining the transfer agent fee structure of different funds and classes; (ix) management fee rates charged by FMR or Fidelity entities to other Fidelity clients; (x) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that each fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research
Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Service Company, Inc.

Boston, MA

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

EMX-I-GUX-I-UANN-1212
1.929367.101

Item 2. Code of Ethics

As of the end of the period, October 31, 2012, Fidelity Salem Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that James H. Keyes is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Keyes is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Series Global ex U.S. Index Fund, Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund (the "Funds"):

Services Billed by Deloitte Entities

October 31, 2012 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Series Global ex U.S. Index Fund

$40,000

$-

$5,700

$500

Spartan Emerging Markets Index Fund

$43,000

$-

$6,700

$400

Spartan Global ex U.S. Index Fund

$44,000

$-

$5,700

$400

October 31, 2011 FeesA,B,C

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Series Global ex U.S. Index Fund

$41,000

$-

$5,700

$300

Spartan Emerging Markets Index Fund

$32,000

$-

$6,800

$-

Spartan Global ex U.S. Index Fund

$33,000

$-

$5,700

$-

A Amounts may reflect rounding.

B Spartan Emerging Markets Index Fund commenced operations on September 8, 2011.

C Spartan Global ex U.S. Index Fund commenced operations on September 8, 2011.

The following table presents fees billed by Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

 

October 31, 2012A

October 31, 2011A,B

Audit-Related Fees

$720,000

$440,000

Tax Fees

$-

$-

All Other Fees

$1,305,000

$430,000

A Amounts may reflect rounding.

B May include amounts billed prior to the commencement of operations of Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

October 31, 2012 A

October 31, 2011 A, B

Deloitte Entities

$2,085,000

$980,000

A Amounts may reflect rounding.

B May include amounts billed prior to the commencement of operations of Spartan Emerging Markets Index Fund and Spartan Global ex U.S. Index Fund

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Funds, taking into account representations from Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Salem Street Trust

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

December 26, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

December 26, 2012

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 26, 2012